Common use of Delivery; Acceptance of Premises; Commencement Date Clause in Contracts

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 3 contracts

Samples: Lease Agreement, Lease Agreement (Twist Bioscience Corp), Lease Agreement (Twist Bioscience Corp)

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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenants’ Work,” and “Force Majeure Delays” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects to void this Lease within 5 10 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure that if Landlord does not Deliver the Premises within 150 days of the Target Commencement Date for any reason other than Force Majeure delays and Tenant Delays, this Lease may be terminated by Tenant by written notice to execute Landlord, in which case subsections (a) and deliver (b) of this paragraph shall apply. If Tenant does not elected to void this Lease within 10 business days of the lapse of such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of 150 day period, such right to void this Lease shall be the Base Term, as defined above on the first page of waived and this Lease shall remain in full force and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereineffect.

Appears in 3 contracts

Samples: Lease Agreement (Avidity Biosciences, Inc.), Lease Agreement (Avidity Biosciences, Inc.), Lease Agreement (Avidity Biosciences, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 45 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 10 business days of the lapse of such 90 45 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided Notwithstanding anything to the contrary contained herein, “Landlord’s Work” shall mean if Tenant does not terminate this Lease pursuant to the following workimmediately preceding sentence, which Base Rent shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups abated 1 day for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when each day after such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements 45 day period (as defined in Section 7 hereof); (iiextended by Force Majeure delays and Tenant Delays) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Delivered to Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 3 contracts

Samples: Lease Agreement (Kala Pharmaceuticals, Inc.), Lease Agreement (Kala Pharmaceuticals, Inc.), Lease Agreement (Kala Pharmaceuticals, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Date in the Tenant Improvement Work substantially Completed Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 120 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delaysdelays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 5 10 business days of the lapse of such 90 120 day periodperiod (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided hereinNotwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a Landlord’s Work” shall mean Government Mandate”), then, to the following workextent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), which the Target Commencement Date shall be completed at Landlord’s cost delayed 1 day for each day that such a Government Mandate remains in effect and expense: (i) remove the lab bench located in the northwestern portion continues to preclude such construction of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and TenantCore & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the date that Landlord Delivers the Premises to TenantTenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereofLease. Except as otherwise set forth in this Leasethe Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 3 contracts

Samples: Lease Agreement (Erasca, Inc.), Lease Agreement (Erasca, Inc.), Lease Agreement (Erasca, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Tl Substantially Completed so that Tenant can occupy the Premises for the Permitted Use (“Delivery” or “Deliver”)) and with all base building mechanical, electrical and plumbing systems in good operating condition and repair, free and clear of all tenants and occupants. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 120 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Tl Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. “Force Majeure” shall have the meaning set forth in Section 34. If neither Landlord nor Tenant elects does not elect to void terminate this Lease within 5 business days of the lapse of such 90 120-day period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 3 contracts

Samples: Lease Agreement (Sigilon Therapeutics, Inc.), Lease Agreement (Sigilon Therapeutics, Inc.), Lease Agreement (Foghorn Therapeutics Inc.)

Delivery; Acceptance of Premises; Commencement Date. (a) Landlord shall use reasonable efforts and Tenant acknowledge that (i) Tenant is in the process of raising its Series A round of equity financing, (ii) in order for Landlord to deliver commence Landlord’s Work under the Premises Work Letter attached hereto as Exhibit F (the “Work Letter”) as soon as possible, Landlord and Tenant are executing this Lease prior to the Tenant’s receipt of such financing, and (iii) following execution of this Lease Landlord will expend its funds in performing Landlord’s Work. If Tenant does not close on equity financing in an amount at least equal to $4,000,000 (the “Equity Financing”) on or before March 1, 2010, Landlord shall have the Target Commencement Date, with right to suspend Landlord’s Work substantially Completed (“Delivery” or “Deliver”)under the Work Letter. For purposes of this paragraph, Tenant shall be deemed to have closed on the date that the net proceeds of such Equity Financing are received by Tenant. Any such suspension of Landlord’s Work shall constitute a Tenant Delay under the Work Letter. If Landlord fails to timely Deliver the PremisesEquity Financing has not closed on or before June 1, 2010, Landlord shall have the right, whether or not be liable Landlord has exercised its right to Tenant for any loss or damage resulting therefromsuspend Landlord’s Work, to terminate this Lease on 60 days’ notice to Tenant, and notwithstanding anything to the contrary contained in this Lease Lease, upon the delivery of such notice of termination Landlord shall not be void or voidable except have an indefeasible right to the “Termination Fee” (as provided hereindefined below) as liquidated damages on account of such termination. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delayselect to so terminate this Lease under this Section 2(a), this Lease may be terminated shall remain in full force and effect. Upon such termination by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement DateTermination Fee” shall be the date Landlord Delivers the Premises equal to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page month’s Base Rent paid by Tenant upon execution of this Lease and the Extension Term which full amount of the Security Deposit. Tenant hereby authorizes and consents to the draw by Landlord under the Letter of Credit in the full amount of the Security Deposit in the event of such termination, and the provisions of this paragraph shall survive such termination. Tenant acknowledges and agrees that in the event of such termination, (x) Landlord is entitled to draw under the Letter of Credit in the full amount of the Security Deposit, and (y) Landlord may elect pursuant certify to Section 39 hereofthe issuing bank that Landlord is entitled to draw under the Letter of Credit. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises cooperate with Landlord in their condition as of the Commencement Date, subject connection with such draw request(s) to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Leasesuch issuing bank or banks, including the obligation to pay Base Rent without limitation providing such certificates, affidavits and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation other documents as may be requested by such issuing bank or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereinbanks.

Appears in 2 contracts

Samples: License Agreement (Eleven Biotherapeutics, Inc.), License Agreement (Eleven Biotherapeutics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially in the Premises Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meaning set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects to void this Lease within 5 10 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: Lease Agreement (Zentalis Pharmaceuticals, Inc.), Lease Agreement (Zentalis Pharmaceuticals, LLC)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver substantially complete Landlord’s Work on or before the PremisesTarget Commencement Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 60 days of the Target Commencement Date for any reason other than Force Majeure Delays and delays or Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 60 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided used herein, “Landlord’s Work” shall mean the following work, which shall work to be completed by Landlord, at Landlord’s cost and expense: , (i) remove touch up or re-paint, as Landlord’s reasonable discretion, the lab bench located walls in the northwestern portion of shared lobby and the Premisesrestroom areas, and (ii) provide nitrogen pipingrepair or replace, drops and hook-ups for Tenant supplied nitrogen to at Landlord’s reasonable discretion, the Premises flooring in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date shared lobby and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; providedrestroom areas, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of install a locking door to the hallway accessing the restroom from the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are (but not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereina security system).

Appears in 2 contracts

Samples: Lease Agreement (BioCardia, Inc.), Lease Agreement (BioCardia, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Work, if any, Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 day period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the earliest of: (i) the date Landlord Delivers the Premises to Tenant; (ii) the date Landlord could have Delivered the Premises but for Tenant Delays; and (iii) the date Tenant conducts any business in the Premises or any part thereof. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease Lease, and the Extension Term Term, if any, which Tenant may elect pursuant to Section 39 40 hereof. Except as set forth in the Work Letter or as otherwise set forth in this Lease, if applicable: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including except the obligation to pay Base Rent and Operating ExpensesRent. Tenant agrees and acknowledges that that, except as otherwise set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: Lease Agreement (Fate Therapeutics Inc), Lease Agreement (Fate Therapeutics Inc)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed and in broom clean condition (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding the foregoing, if Landlord has not Delivered the Premises to Tenant on or before the date that is 60 days after the Target Commencement Date (as may be extended by Force Majeure delays and Tenant Delays), then Tenant shall receive a day-for-day abatement of the monthly Base Rent first coming due under this Lease for every 1 full day that Landlord has not delivered possession of the Premises to Tenant beyond such 60-day period. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: Lease Agreement (Heat Biologics, Inc.), Lease Agreement (Heat Biologics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed Date (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant by the date that is 90 days after the Target Commencement Date (as such date may be extended for delays caused by Tenant or Force Majeure (as defined in Section 34) delays, the “Abatement Date”), then, commencing on the first day immediately following the expiration of the Subsequent Abatement Period (as defined below), Base Rent shall be abated on a day-for-day basis for each day after the Abatement Date that Landlord failed to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 90 180 days of the Target Commencement Date for any reason other than delays caused by Tenant or Force Majeure Delays and Tenant Delaysdelays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherterminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 10 business days of the lapse of such 90 180 day period, period (as extended by Force Majeure delays and delays caused by Tenant) such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: Lease Agreement (CARGO Therapeutics, Inc.), Lease Agreement (CARGO Therapeutics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises (“Delivery” or “Deliver”) to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delaysdelays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, to the extent actually delivered to Landlord by Tenant, or any balance balance, thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), and any Base Rent prepaid by Tenant shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereofLease. Except as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their “as-is” condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Notwithstanding anything to the contrary contained in this Lease, Tenant and Landlord acknowledge and agree that the effectiveness of this Lease shall be subject to the following condition precedent (“Condition Precedent”) having been satisfied: Landlord shall have entered into a lease termination agreement (“Termination Agreement”) on or before March 15, 2017, with the existing tenant of the Premises which Termination Agreement shall be on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute discretion. In the event that the Condition Precedent is not satisfied, Landlord and Tenant shall each have the right to terminate this Lease upon delivery of written notice to the other party. Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to cause the Condition Precedent to be satisfied; provided, however if this Lease terminates as a result of the failure of the Condition Precedent to be satisfied, Landlord shall return to Tenant any Base Rent prepaid by Tenant. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: Lease Agreement (Vir Biotechnology, Inc.), Lease Agreement (Vir Biotechnology, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 60 days of the Target Commencement Date for any reason other than delays due to Force Majeure Delays and or Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherother (except that Landlord shall have no right to terminate this Lease other than in the event of Force Majeure or Tenant Delays), and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), ) and any Rent paid prior to the date of such termination (except any Rent paid for any time period that Tenant occupied the Premises and conducted its business therein) shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 60 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the earliest of: (i) the date Landlord Delivers the Premises to Tenant; (ii) the date Landlord could have Delivered the Premises but for Tenant Delays; and (iii) the date Tenant conducts any business in the Premises or any part thereof. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date Date, and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. MyoKardia, Inc., a Delaware corporation (“MyoKardia”), an affiliate of Tenant, is the tenant under that certain Lease Agreement between Landlord and MyoKardia dated as of even date herewith (“MyoKardia Lease”), pursuant to which Landlord leases to MyoKardia and MyoKardia leases from Landlord the Extension balance of the first floor of the Building, as described in the MyoKardia Lease (“MyoKardia Premises”). Tenant acknowledges that MyoKardia may have access to the Premises during the Term which and Tenant may elect pursuant have access the MyoKardia Premises during the Term. Tenant further acknowledges and agrees that, except for what may be constructed as part of the Tenant Improvements, Landlord has no obligation to Section 39 hereofconstruct any improvements to separate the Premises from the MyoKardia Premises. Tenant shall not enter onto the MyoKardia Premises without express permission from MyoKardia and shall not take any action or fail to take any action which would interfere with MyoKardia’s use of the MyoKardia Premises. Landlord shall have no liability for any Claims suffered by Tenant in connection with any entry by MyoKardia into the Premises. Except as otherwise set forth in this Leasethe Work Letter, if applicable: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including excluding the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: Lease Agreement (Global Blood Therapeutics, Inc.), Lease Agreement (Global Blood Therapeutics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver exclusive possession of the Premises to Tenant free and clear of all existing third party tenancies and occupancies on or before the Target Commencement Date, with Landlord’s Work substantially Completed Date (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 30 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to TenantTenant (which obligation shall survive termination), and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which that expressly survive termination of this Lease. As used herein, “Force Majeure Delays” means delays arising by reason of any Force Majeure (as defined in Section 34), but expressly excludes Landlord’s inability or refusal to terminate the lease (“Existing Lease”) of the existing third party tenant of the Premises (“Existing Tenant”). If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 30 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean effect and the following work, which tables in Sections 3(a) and 4(a) shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached correspondingly adjusted by an amendment to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: Lease Agreement (Arbutus Biopharma Corp), Lease Agreement (Arbutus Biopharma Corp)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Rent Commencement Date, with Landlord’s Work substantially Completed Date ("Delivery" or "Deliver"). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 60 days of the Target Rent Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: either (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. Landlord shall use reasonable efforts to Substantially Complete Landlord's Work within 90 days after the Rent Commencement Date (subject to Force Majeure Delays and Tenant Delays), and Tenant shall cooperate with Landlord during Landlord's performance of the Landlord's Work. As used herein, (i) "Landlord's Work" means the work to be performed by Landlord at its sole cost and expense described on Exhibit C, (ii) "Force Majeure Delays" means delays arising by reason of any Force Majeure (as defined in Section 34), (iii) "Tenant Delays" means (A) Tenant's request for changes to Landlord's Work, regardless of whether any such changes are performed, (B) construction of any such changes, (C) Tenant's request for materials, finishes or installations requiring unusually long lead times, (D) Tenant's delay in reviewing, revising, or approving any plans and specifications relating to Landlord's Work, (E) Tenant's delay in providing information critical to the normal progression of the Project (Tenant shall provide such information as soon as reasonably possible, but in no event longer than one week after receipt of any request for such information from Landlord), and (F) any other act or omission by Tenant or any Tenant Party, or persons employed by any of such persons, and (iv) "Substantially Completed" means the substantial completion of Landlord's Work (A) in a good and workmanlike manner, (B) in accordance with the requirements described in Exhibit C, and (C) in accordance with all applicable Legal Requirements (including, but not limited to, obtaining the applicable building final permit for Landlord's Work), subject only to normal "punch list" items. Landlord will promptly complete such punch list items. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 60 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: Lease Agreement (Opgen Inc), Lease Agreement (Opgen Inc)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 60 days of the Target Commencement Date for any reason other than delays due to Force Majeure Delays and or Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherother (except that Landlord shall have no right to terminate this Lease other than in the event of Force Majeure or Tenant Delays), and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), ) and any Rent paid prior to the date of such termination (except any Rent paid for any time period that Tenant occupied the Premises and conducted its business therein) shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 60 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the earliest of: (i) the date Landlord Delivers the Premises to Tenant; (ii) the date Landlord could have Delivered the Premises but for Tenant Delays; and (iii) the date Tenant conducts any business in the Premises or any part thereof. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date Date, and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Global Blood Therapeutics, Inc., a Delaware corporation (“GBT”), an affiliate of Tenant, is the tenant under that certain Lease Agreement between Landlord and GBT dated as of even date herewith (“GBT Lease”), pursuant to which Landlord leases to GBT and GBT leases from Landlord the Extension balance of the first floor of the Building, as described in the GBT Lease (“GBT Premises”). Tenant acknowledges that GBT may have access to the Premises during the Term which and Tenant may elect pursuant have access the GBT Premises during the Term. Tenant further acknowledges and agrees that, except for what may be constructed as part of the Tenant Improvements, Landlord has no obligation to Section 39 hereofconstruct any improvements to separate the Premises from the GBT Premises. Except as otherwise set forth in this Lease: (i) Tenant shall accept not enter onto the GBT Premises in their condition as without express permission from GBT and shall not take any action or fail to take any action which would interfere with GBT’s use of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) GBT Premises. Landlord shall have no obligation liability for any defects Claims suffered by Tenant in connection with any entry by GBT into the Premises; and (iii) Tenant’s taking possession of . If the Premises shall be conclusive evidence that Tenant accepts GBT Lease is terminated at any time during the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions Term of this Lease, including (i) Landlord agrees that Tenant shall have the obligation right along with any new tenant(s) in the GBT Premises to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to use the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.Shared Area shown on Exhibit G,

Appears in 2 contracts

Samples: Lease Agreement (Global Blood Therapeutics, Inc.), Lease Agreement (Global Blood Therapeutics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Tl Substantially Completed so that Tenant can occupy the Premises for the Permitted Use (“Delivery” or “Deliver”)) and with (x) all base Building mechanical, electrical and plumbing systems in good operating condition and repair, and (y) free and clear of all tenants and occupants. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant (i) on or before December 1, 2018 (as such date may be extended for Tenant Delays and Force Majeure delays) (“Initial Abatement Date”), Base Rent shall be abated 1 day for each day after the Initial Abatement Date (as such date may be extended for Tenant Delays and Force Majeure delays) that Landlord fails to Deliver the Premises to Tenant, and (ii) on or before the date that is January 1, 2019 (as such date may be extended for Tenant Delays and Force Majeure delays) (“Second Abatement Date”), Base Rent shall be abated 2 days for each day after the Second Abatement Date (as such date may be extended for Tenant Delays and Force Majeure delays) that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 90 120 days of the Target Commencement Date (the “Outside Date”) for any reason other than delays due to Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under ***Confidential Treatment Requested*** ***Text Omitted and Filed Separately with the provisions of this Lease), shall be returned to Tenant, Securities and (bExchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.240.24b-2

Appears in 2 contracts

Samples: Lease Agreement (Rubius Therapeutics, Inc.), Lease Agreement (Rubius Therapeutics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Work, if any, Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 60 days of the Target Commencement Date for any reason other than Force Majeure Delays and Delays, Tenant Delays, and Existing Tenant Delay (all as defined below), this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, (i) “Landlord’s Work” means the work of constructing the improvements to the Premises described on Exhibit C, which shall be performed by Landlord at its sole cost and expense, (ii) “Force Majeure Delays” means delays arising by reason of any Force Majeure (as defined in Section 34), (iii) “Tenant Delays” means (A) Tenant’s request for changes to Landlord’s Work, regardless of whether any such changes are performed, (B) construction of any such changes, (C) Tenant’s request for materials, finishes, or installations requiring unusually long lead times that were not originally included as a part of Landlord’s Work, (D) Tenant’s delay (which shall mean more than 5 business days) in reviewing, revising, or approving any plans and specifications relating to Landlord’s Work, (E) Tenant’s delay in providing information critical to the normal progression of the Project (Tenant shall provide such information as soon as reasonably possible, but in no event longer than 5 business days after receipt of any request for such information from Landlord), and (F) any other act or omission by Tenant or any Tenant Party (as defined herein), or persons employed by any of such persons, (iv) “Substantially Completed” means the substantial completion of Landlord’s Work (A) in a good and workmanlike manner, (B) in accordance with the requirements described in Exhibit C, and (C) in accordance with all applicable Legal Requirements (including, but not limited to, securing the applicable final building inspection for Landlord’s Work), subject only to normal “punch list” items, and (v) “Existing Tenant Delay” means the refusal or failure by the Existing Tenant (as defined below) to surrender the Premises by July 1, 2010 in accordance with the terms and conditions of the Existing Lease (as defined below). Landlord will promptly perform such punch list items. Tenant shall obtain, at its sole cost and expense, any applicable use and occupancy permit for the Premises issued by the applicable Governmental Authority. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 60 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion If neither Landlord nor Tenant elects to void this Lease within 5 business days of the Premiseslapse of such 60 day period, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen such right to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of void this Lease shall be the Base Term, as defined above on the first page of waived and this Lease shall remain in full force and effect. Sequoia Pharmaceuticals, Inc. (“Existing Tenant”), is currently leasing the Premises from Landlord, and the Extension Term which lease agreement (“Existing Lease”) between Landlord and Existing Tenant may elect pursuant is scheduled to Section 39 hereofexpire on July 1, 2010 subject to Landlord’s right to advance the expiration date. Except as otherwise set forth in this Lease: (i) Tenant shall accept understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Landlord will be able to recapture the Premises in their condition as of from the Commencement DateExisting Tenant by July 1, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) 2010 and that Landlord shall have no obligation for any defects in or duty to seek the vacation or removal of the Existing Tenant from the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: Lease Agreement (Glycomimetics Inc), Lease Agreement (Glycomimetics Inc)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the earlier to occur of (i) August 1, 2016, or (ii) the day after the termination of the Novartis Lease (as defined below), if the Novartis Lease terminates prior to August 1, 2016. The “Rent Commencement Date” shall be the date Landlord Delivers that is 3 months after the Premises Commencement Date. The time period commencing on the Commencement Date through the day immediately preceding the Rent Commencement Date may be referred to Tenant. herein as the “Abatement Period.” Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term Rent Commencement Date when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Landlord and Tenant acknowledge and agree that, as of the date hereof, the Premises is currently subject to that certain Lease Agreement between Landlord and Novartis Institute for Functional Genomics, Inc., a Delaware corporation (doing business as “The Genomics Institute of the Novartis Research Foundation”) (“Novartis”), dated as of August 8, 2011 (as the same has been and may in the future may be amended, the “Novartis Lease”). Tenant agrees that, other than as specifically set forth in the Work Letter (and, for the avoidance of doubt, Landlord has no obligations under the Work Letter until the Conditions Precedent have been satisfied), Landlord has no obligations under this Lease prior to the Commencement Date. Prior to the Commencement Date, Tenant will lease the Premises pursuant to a Sublease Agreement between Novartis and Tenant (the “Novartis Sublease”). Landlord and Tenant agree that if the Novartis Lease terminates prior to August 1, 2016, then, notwithstanding anything to the contrary contained in this Lease, the Commencement Date shall be amended to be the day immediately after the date of such early termination of the Novartis Lease (“Early Commencement Date”); provided, however, that Tenant shall, commencing on the Early Commencement Date through July 31, 2016, be required to pay (a) monthly Base Rent in the amount set forth on Page 1 of this Lease, and (b) Tenant’s Share of Operating Expenses pursuant to the terms of this Net Laboratory 3530 Xxxx Xxxxxxx/Conkwest - Page 3 Lease. Notwithstanding the foregoing, if the early termination of the Novartis Lease was due to a casualty or condemnation, then such casualty or condemnation shall be deemed to have occurred during the Base Term of this Lease and the Extension Term which rights and obligations of Landlord and Tenant may elect pursuant with respect to this Lease shall be governed by Section 39 hereof18 and Section 19 of this Lease, as applicable. Except as otherwise set forth For the avoidance of doubt, the expiration date of this Lease shall remain July 31, 2023, following the Early Commencement Date. Notwithstanding anything to the contrary contained in this Lease, Tenant and Landlord acknowledge and agree that the effectiveness of this Lease shall be subject to the following conditions precedent (“Conditions Precedent”) having been satisfied: (i) Tenant and Novartis entering, on or before July 31, 2015, into the Novartis Sublease, (ii) the execution by Tenant, Novartis and Landlord, on or before July 31, 2015, of a consent to sublease reasonably acceptable to Landlord, (iii) Landlord and Novartis having entered, on or before July 31, 2015, into an amendment of the Novartis Lease, providing for the early termination of the Novartis Lease, which amendment shall accept the Premises be on terms and conditions acceptable to Landlord and Novartis, each in their condition sole and absolute discretion, and (iv) the tenant which currently leases that certain building at the Project commonly known as 0000 Xxxx Xxxxxxx Court waiving, on or before June 29, 2015, any and all rights it has under its lease agreement to lease the Premises. In the event that any of the Commencement DateConditions Precedent have not been satisfied, subject Landlord and Tenant shall have the right to terminate this Lease upon delivery of written notice to the other party, and if so terminated by either: (a) any prepaid Base Rent (i.e., after deducting therefrom all applicable Legal Requirements amounts to which Landlord is entitled under the provisions of this Lease) shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease. Upon satisfaction of the Conditions Precedent, Landlord shall promptly provide to Tenant written notice that the Conditions Precedent have been satisfied and Landlord and Tenant shall have no further right to terminate this Lease pursuant to this paragraph. Landlord and Tenant shall have no liability whatsoever to the other party relating to or arising from such party’s inability or failure to cause the Conditions Precedent to be satisfied. Except as defined set forth in Section 7 hereof); the Work Letter: (iii) Landlord shall have no obligation for any defects in the Premises; and (iiiii) Tenant’s taking possession occupancy of the Premises pursuant to the terms of the Novartis Sublease shall be conclusive evidence that Tenant accepts the Premises and that the Premises were are in good condition at the time possession was taken. Any occupancy as of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating ExpensesDate. Tenant agrees and acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: Lease Agreement (NantKwest, Inc.), Lease Agreement (Conkwest, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Date in the Tenant Improvement Work substantially Completed Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 180 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord Delays”, “Tenant Delays”, “Tenant Improvement Work Readiness Condition” and “Tenant’s Improvements” shall have the meaning set forth for such term in the Work Letter. If neither Landlord nor Tenant elects does not elect to void terminate this Lease within 5 business days of the lapse of such 90 180 day period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. As Notwithstanding anything to the contrary contained herein and for the avoidance of any doubt, the termination rights provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located for in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” preceding paragraph shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above terminate on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: Lease Agreement (Cue Health Inc.), Lease Agreement (Cue Health Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with LandlordXxxxxxxx’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 60 days following the Target Commencement Date for any reason other than Force Majeure delays and Tenant Delays, then Tenant shall be entitled to a day for day abatement of Base Rent for each day that the delay in delivery continues from and including the 60th day after the Target Commencement Date (as such Target Commencement Date is extended for Force Majeure delays and Tenant Delays) through the earlier of Delivery or the 120th day after the Target Commencement Date (as such Target Commencement Date is extended for Force Majeure delays and Tenant Delays). If Landlord does not Deliver the Premises within 120 days following the Target Commencement Date for any reason other than Force Majeure delays and Tenant Delays, then Tenant shall be entitled to an abatement of Base Rent for two days for each day that the delay in delivery continues for the period from the 120th day after the Target Commencement Date (as such Target Commencement Date is extended for Force Majeure delays and Tenant Delays) until the earlier of Delivery or the 195th day after the Target Commencement Date (as such Targe Commencement Date is extended for Force Majeure delays and Tenant Delays). If Landlord does not Deliver the Premises within 195 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, then this Lease may be terminated by Landlord or Tenant by written notice (given no later than 10 business days after the expiration of the 195 day period (as so extended)) to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), and any prepaid Base Rent shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 195-day period, such right to void this Lease shall be waived Building 1 (AOTC) / Kymera Therapeutics, Inc. - Page 5 Exhibit 10.13 and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen Notwithstanding anything to the Premises contrary contained herein and for the avoidance of any doubt, the termination rights provided for in locations mutually acceptable to Landlord and Tenantthis paragraph shall terminate on the Commencement Date. The “Commencement Date” shall be the earliest of: (i) the date Landlord Delivers the Premises to Tenant; (ii) the date Landlord could have Delivered the Premises but for Tenant Delays; and (iii) the date Tenant conducts any business in the Premises or any part thereof. Upon request of Landlord, Tenant Xxxxxx shall execute and deliver a written acknowledgment of the Commencement Date Date, the Base Rent Commencement Date, and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, TenantXxxxxx’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease Lease, and (if timely and properly exercised) the Extension Term which that Tenant may elect pursuant to Section 39 40 hereof. Subject to the provisions of Section 6 of the Work Letter, Landlord shall permit Tenant access to the Premises at such times set forth in Section 6 of the Work Letter prior to the Commencement Date for Tenant’s installation and setup of furniture, fixtures and equipment (“FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant complies with this Lease and all other reasonable restrictions and conditions Landlord may impose. All such access shall be during normal business hours. Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent or Operating Expenses (as defined in Section 5). Except as otherwise set forth in this Leasethe next paragraph, Section 13 hereof, or the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant Xxxxxx accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. For the period of twelve months after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building or Building Systems (as defined in Section 13), unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the cost of such repair. Xxxxxx agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon TenantXxxxxx’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: Lease Agreement (Kymera Therapeutics, Inc.), Lease Agreement (Kymera Therapeutics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, in broom clean condition, free of all occupants and their property, with Landlord’s Work substantially 's Work, if any, Substantially Completed (“Delivery” "DELIVERY" or “Deliver”"DELIVER"). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If the Landlord does not Deliver the Premises by December 31, 2001 (as the same shall be extended for Force Majeure Delays and/or Tenant Delays), then for each day beyond December 31, 2001 (as the same may be extended) that Delivery is so delayed, Tenant shall receive one day of free Base Rent equal to the daily Base Rent which would have accrued for each particular day after December 31, 2001 (as the same may be extended) until the Premises are Delivered. If Landlord is unable to Deliver the Premises within 90 120 days of the Target Commencement Date for any by reason other than of Force Majeure Delays and and/or Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherTenant, and if so terminated by eitherterminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If Landlord is unable to Deliver the Premises within 150 days of the Target Commencement Date by any reason other than Tenant Delays, this Lease may be terminated by Tenant by written notice to Landlord, and if so terminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant and (b) neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day periodshall have any further rights, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in duties or obligations under this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject except with respect to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions provisions which expressly survive termination of this Lease. As used herein, including the obligation to pay Base Rent terms "LANDLORD'S WORK," "TENANTS' WORK," "FORCE MAJEURE DELAYS," "TENANT DELAYS" and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to "SUBSTANTIALLY COMPLETED" shall have the condition of all or any portion of meanings set forth for such terms in the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereinWork Letter.

Appears in 2 contracts

Samples: Lease Agreement (Acusphere Inc), Lease Agreement (Acusphere Inc)

Delivery; Acceptance of Premises; Commencement Date. So long as Tenant has delivered evidence of the insurance required hereby and by the Work Letter, Landlord shall use reasonable efforts to deliver make the Premises available to Tenant for the construction of the Tenant’s Work (defined below) on or before the Target Commencement Date, with Landlord’s Work substantially Completed Date (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 30 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delaysdelays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the term “Tenant’s Work” shall have the meaning set forth for such term in the Work Letter. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 30 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: Lease Agreement (Adaptive Insights Inc), Lease Agreement (Adaptive Insights Inc)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially TI Substantially Completed so that Tenant can occupy the Premises for the Permitted Use (“Delivery” or “Deliver”)) and with all base building mechanical, electrical and plumbing systems in good operating condition and repair, free and clear of all tenants and occupants. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 120 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “TI Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. “Force Majeure” shall have the meaning set forth in Section 34. If neither Landlord nor Tenant elects does not elect to void terminate this Lease within 5 business days of the lapse of such 90 120-day period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: License Agreement (Sigilon Therapeutics, Inc.), License Agreement (Sigilon Therapeutics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the earliest of: (i) the date Landlord Delivers the Premises to Tenant; (ii) the date Landlord could have Delivered the Premises but for Tenant Delays; and (iii) the date Tenant conducts any business in the Premises or any part thereof. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date Date, and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this LeaseLease or the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: Lease Agreement (CytomX Therapeutics, Inc.), Lease Agreement (CytomX Therapeutics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: Lease Agreement (Twist Bioscience Corp), Lease Agreement (Twist Bioscience Corp)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises to Tenant by the date that is 30 days after the Target Commencement Date (as such date may be extended by Force Majeure delays and Tenant Delays, the “Abatement Date”), then Landlord shall provide Tenant with a credit equal to 1 day’s Base Rent for each day after the Abatement Date that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As ; provided herein, “Landlord’s Work” shall mean that Tenant will have a second right to terminate this Lease in the following workevent Landlord has still not Delivered the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delays and Tenant Delays, which shall right will be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion exercisable for a period of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant5 business days after such 120 day period. The “Commencement Date” shall be the earlier of: (i) the date Landlord Delivers the Premises to Tenant; or (ii) the date Landlord could have Delivered the Premises but for Tenant Delays. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date Date, and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease Lease. In addition to Landlord’s Work, Landlord shall, at Landlord’s sole cost and expense, perform the Extension Term following work outside the Premises: (i) renovation of the existing Project courtyard, (ii) installation of new glazing on the courtyard side of the Building, which Tenant may elect be performed in phases as existing leases in the Building expire, (iii) construction of a new “pass through” lobby providing access from the parking lot to the Project courtyard, (iv) construction of Common Area restrooms in the Building, (v) construction of a Common Area conference room in the Building, (vi) improvements to the parking lot serving the Building required to comply with applicable Legal Requirements as of the Commencement Date in accordance with Section 7, and (vii) the removal of any unused equipment and pads, as reasonably determined by Landlord, from the Common Areas (collectively, the “Common Area Improvements”). The design and construction of the Common Area Improvements shall be performed pursuant to Section 39 hereofplans and specifications determined by Landlord, in its sole and absolute discretion, provided that the quality of the Common Area Improvements shall be consistent with or better than the quality of the existing improvements and Tenant shall have no right to request any changes to Landlord’s plans and specifications for the Common Area Net Multi-Tenant Laboratory 3985 Sorrento Valley/Metacrine - Page 3 Improvements. Landlord shall endeavor to complete the Common Area Improvements (other than those listed in subsection (iii) above which shall be completed in phases as existing leases at the Project expire) within 60 days after the Commencement Date. Landlord shall use reasonable efforts to minimize interference with Tenant’s operations in the Premises in connection with the Common Area Improvements performed after the Commencement Date. Except as set forth in the Work Letter or as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject date that Landlord Delivers the Premises to all applicable Legal Requirements (as defined in Section 7 hereof)Tenant; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. For the period of 30 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13) serving the Premises, unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the cost. Tenant agrees and acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: Lease Agreement (Metacrine, Inc.), Lease Agreement (Metacrine, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers acquires fee title to the Premises Project. Landlord shall deliver the Project to TenantTenant on the Commencement Date. The “Rent Commencement Date” shall be the later of (a) the date that is 6 months after the Commencement Date, or (b) January 1, 2021. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date, the OPEX Commencement Date (as defined in Section 3(b)) and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the any Extension Term Terms which Tenant may elect pursuant to Section 39 hereof. Except as set forth in the Work Letter or as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any access to or occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding anything to the contrary contained in this Lease, Tenant and Landlord acknowledge and agree that as of the date of this Lease, Landlord does not own the Project and that the effectiveness of this Lease and the delivery of the Premises to Tenant is conditioned upon Landlord acquiring fee title the Project pursuant to the existing purchase and sale agreement (as the same may be amended) between Landlord and the current owner of the Project (“Condition Precedent”). Neither Landlord nor Tenant shall have any liability whatsoever to each other relating to or arising from Landlord’s inability or failure for any reason to cause the Condition Precedent to be satisfied. If the Condition Precedent is not satisfied by August 31, 2020, then this Lease may be terminated by Landlord or Tenant by delivery of written notice to the other delivered on or before September 15, 2020. If this Lease terminates pursuant to the immediately preceding sentence, neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease. Following the Commencement Date, Landlord shall perform certain work with respect to the core and shell of the Building and certain site work pursuant to the scope of work attached hereto as Exhibit G, which scope of work has been agreed to by Landlord and Tenant (“Landlord’s Work”). Landlord shall cause Landlord’s Work to be performed in a good and workmanlike manner and in accordance with applicable Legal Requirements. Landlord shall consult with Tenant with respect to elements of Landlord’s Work which are discretionary in nature (such as the color the Building is being painted). Landlord may make changes to the scope of Landlord’s Work reflected on Exhibit G upon notice to Tenant so long as such changes will not result in (w) a material increase in TI Costs, (x) a material, adverse effect on Tenant’s schedule for substantial completion of the Tenant Improvements, (y) increase the cost of Landlord’s Work above the amount of Landlord’s Contribution, or (z) any element of Landlord’s Work being removed from the scope of Landlord’s Work. Any changes to the scope of Landlord’s Work reflected on Exhibit G that would result in any of the circumstances listed in subsections (w) through (y) of the immediately preceding sentence would require Tenant’s prior approval, which shall not be unreasonably withheld, conditioned or delayed, and any changes that would result in any element of Landlord’s Work being removed from the scope of Landlord’s Work as contemplated in subsection (z) of the immediately preceding sentence would require Tenant’s prior approval, which may be granted or withheld in Tenant’s sole discretion. Tenant waives all claims for Rent Abatement in connection with Landlord’s Work. All costs incurred by Landlord in connection with Landlord’s Work including, without limitation, all hard and soft design, engineering, permitting and construction costs, and an administrative fee payable to Landlord in the amount of 1% of the “hard” costs of Landlord’s Work, shall be included in the calculation of the cost of Landlord’s Work. Landlord shall be responsible for the cost of Landlord’s Work up to $25.00 per rentable square foot of the Premises (“Landlord Contribution”). Landlord shall make determinations with respect to the budget for Landlord’s Work and any changes thereto in a commercially reasonable manner. Tenant acknowledges that Landlord shall continue to require access to portions of the Project (including the Building interior) following the Commencement Date in order to complete Landlord’s Work while Tenant is performing the Tenant Improvements. Commencing on the Commencement Date, Landlord and Tenant shall work together in a cooperative manner, and shall likewise require each of their respective contractors to work together in a cooperative manner, to coordinate the remaining Landlord’s Work and the Tenant Improvements and to achieve the substantial completion of all such work in as prompt and efficient manner as reasonably practicable. Landlord shall use reasonable efforts to complete Landlord’s Work by the Rent Commencement Date. If Landlord fails to complete Landlord’s Work prior to the Rent Commencement Date and Tenant’s operations in the Premises are adversely affected due to such failure, then, commencing on the Rent Commencement Date, Tenant shall receive 1 day of abatement of Base Rent for each day following the Rent Commencement Date that Landlord fails to substantially complete Landlord’s Work. Tenant agrees and acknowledges that that, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 2 contracts

Samples: Lease Agreement (Cue Health Inc.), Lease Agreement (Cue Health Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”) (i) the first floor of the Premises (the “First Floor Premises”) to Tenant on or before the First Floor Target Delivery Date (as defined below), and (ii) the second floor of the Premises (the “Second Floor Premises”) to Tenant on or before the Second Floor Target Delivery Date (as defined below). Upon Delivery to Tenant of the First Floor Premises (the date on which such Delivery occurs shall be the “First Floor Delivery Date”), Landlord’s Work in the First Floor Premises shall be Substantially Completed and the parking structure serving the Project in the location shown on Exhibit B will be substantially complete and available for Tenant’s use. Upon Delivery to Tenant of the Second Floor Premises (the date on which such Delivery occurs shall be the “Second Floor Delivery Date”), Landlord’s Work in the Second Floor Premises shall be Substantially Completed. As of the date hereof, Landlord’s Work in the First Floor Premises is scheduled to be Substantially Completed on or before January 31, 2017 (the “First Floor Target Delivery Date”) and Landlord’s Work in the Second Floor Premises is scheduled to be Substantially Completed on or before March 17, 2017 (the “Second Floor Target Delivery Date”). If Landlord fails to timely Deliver the First Floor Premises or the Second Floor Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the First Floor Premises within 90 270 days of the First Floor Target Commencement Delivery Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by or Landlord or Tenant by written notice to does not Deliver the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease Second Floor Premises within 5 business 270 days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Second Floor Target Delivery Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, either and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.both cases for

Appears in 2 contracts

Samples: Lease Agreement (Gossamer Bio, Inc.), Lease Agreement (Gossamer Bio, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the later of August 16, 2013 and the earlier of: (i) the date Landlord Delivers the Premises to TenantTenant in vacant, broom clean condition; or (ii) the date Landlord could have Delivered the Premises but for Tenant Delays. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Landlord shall keep Tenant updated on the progress of Landlord’s Work and shall, from time to time upon written request from Tenant, provide a written notice of the date Landlord anticipates it will Substantially Complete Landlord’s Work. Except as otherwise set forth in this Leasethe Work Letter, if applicable: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including excluding the obligation to pay Base Rent and Operating Expenses. For the period of 60 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13) serving the Premises, unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the cost. Tenant agrees and acknowledges that that, except as otherwise set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for Net Multi-Tenant Laboratory 00000 X. Xxxxxx Pines/Wellspring - Page 3 the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Sublease (Kura Oncology, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 120 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, (b) any prepaid Base Rent actually delivered by Tenant to Landlord shall be returned to Tenant, and (bc) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,”“Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 120 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (ONCOSEC MEDICAL Inc)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver make the Premises available to Tenant on or before the Target Commencement Date, with Landlordfor Tenant’s Work substantially Completed under the Work Letter within 5 days of full execution of this Lease and Tenant’s delivery of evidence of the insurance required hereby (“Delivery” or “Deliver”). If As used herein, the term “Tenants’ Work” shall have the meaning set forth for such term in the Work Letter. Tenant acknowledges and agrees that construction of the Tenant Improvements will be undertaken at the same time as Landlord fails is undertaking the construction of the Landlord’s Work (as defined in the Work Letter) and that the parties and their contractors will be required to timely Deliver coordinate their work with one another (including, without limitation, work within the Premises, Landlord shall not be liable to ) but in no event may Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof Tenant Party (i.e., after deducting therefrom all amounts to which Landlord is entitled under as defined below) delay or interfere with the provisions performance of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean , nor with any inspections or issuance of final approvals by applicable Governmental Authorities (as defined below) nor cause an increase in the following work, which shall be completed at cost of the performance of Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and TenantWork. The “Commencement Date” shall be the earlier to occur of: (i) the date Landlord Delivers that the Premises to TenantTenant Improvements are Substantially Completed (as defined in the Work Letter); or (ii) December 31, 2014. The “Rent Commencement Date” shall be date that is 9 months after the Commencement Date. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 40 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Receptos, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant Building Shell on or before the Target Commencement Date, with Landlord’s Date in Tenant Improvement Work substantially Completed Readiness Condition (“DeliveryDeliver” or “DeliverDelivery)) for Tenant’s construction of the Tenant’s Work. If Landlord fails to timely Deliver the PremisesBuilding Shell, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Notwithstanding anything to the contrary contained herein, if Landlord does not fails to Deliver the Premises within 90 Building Shell to Tenant by the date that is 270 days of after the Target Commencement Date (as such date may be extended for any reason other than Force Majeure Delays (as defined in Section 34) and Tenant Delays), this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), ) shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Building Shell,” “Tenant’s Work,” “Tenant Delays,” “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 10 business days of the lapse of such 90 270 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Arrowhead Pharmaceuticals, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date that is 1 business day after the mutual execution and delivery of this Lease by the parties. Landlord Delivers shall deliver the Premises to Tenant (“Delivery” or “Deliver”) on the Commencement Date for Tenant’s construction of the Tenant Improvements pursuant to the work letter attached hereto as Exhibit C (the “Work Letter”) in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the earlier to occur of (i) the date that is 12 months after the Commencement Date, or (ii) the date that the Tenant Improvements are Substantially Completed; provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that (a) to the extent that, after the Commencement Date, any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Mateo County (any such order or mandate, a “Government Mandate”), to the extent that such Government Mandate precludes the construction of Tenant Improvements, or (b) a Landlord Delay occurs. As used herein, the terms “Tenant Improvements,” “Tenant Improvement Work Readiness Condition,” “Substantially Completed” and “Landlord Delay” shall have the meanings set forth for such terms in the Work Letter. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as set forth in the Work Letter or as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of access to the Premises by Tenant before the Commencement Date Date, if any, shall be subject to all of the terms and conditions of this Lease, including excluding the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that that, except as otherwise expressly provided in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Iovance Biotherapeutics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”)) for Tenant’s construction of the Tenant Improvements pursuant to the Work Letter in Tenant Improvement Work Readiness Condition on or before the Target Commencement Date. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant on or before the date that is 90 days after the Target Commencement Date (as such date may be extended for Force Majeure delays, the “Abatement Date”), then, commencing immediately following the Abatement Period (as defined below), Base Rent shall be abated 1 day for each day from and including the Abatement Date (as such date may be amended for Force Majeure) that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 90 150 days of the Target Commencement Date for any reason other than no more than six (6) months of Force Majeure Delays and Tenant Delaysdelays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 150 day periodperiod (as extended for Force Majeure as provided for above), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date that Landlord Delivers the Premises to Tenant for Tenant’s construction of the Tenant Improvements pursuant to the Work Letter. The “Rent Commencement Date” shall be the earlier to occur of (i) the date that is 9 months after the Commencement Date, or (ii) the date that the Tenant Improvements are Substantially Completed (as defined in the Work Letter); provided, however, if the Rent Commencement Date occurs prior to the date that Landlord’s Work is substantially completed, then the Rent Commencement Date shall be delayed until the date Landlord substantially completes Landlord’s Work. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” Net Multi-Tenant Laboratory 825 Industrial/Allakos - Page 3 attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 40 hereof. Except as otherwise set forth in this Leasethe Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date or the Rent Commencement Date shall be subject to all of the terms and conditions of this Lease, including excluding the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Allakos Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver exclusive possession of the Premises (“Delivery” or “Deliver”) to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delaysdelays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects does not elect to void terminate this Lease within 5 10 business days of the lapse of such 90 day period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. The “Rent Commencement Date” shall be the date that is 3 months after the Commencement Date. The period commencing on the Commencement Date through the day immediately preceding the Rent Commencement Date may be referred to herein as the “Abatement Period.” Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Notwithstanding anything to the contrary contained in this Lease, Tenant and Landlord acknowledge and agree that the effectiveness of this Lease shall be subject to the following condition precedent (“Condition Precedent”) having been satisfied: Landlord shall have entered into a lease termination agreement with respect to the Premises (“Termination Agreement”) and a new lease (“New Lease”) for the Extension Term space at the Project being surrendered by Tenant with Nitto Biopharma, Inc., a Delaware corporation (“Nitto”), the existing tenant of the Premises, which Termination Agreement and New Lease shall be on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute discretion. In the event that the Condition Precedent is not satisfied, Landlord shall have the right to terminate this Lease upon delivery of written notice to Tenant. Landlord shall have no liability whatsoever to Tenant may elect pursuant relating to Section 39 hereofor arising from Landlord’s inability or failure to cause the Condition Precedent to be satisfied. Except as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that Premises. Tenant shall have no right to occupy the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before prior to the Commencement Date shall be subject pursuant to all of the terms and conditions of this Lease, including however, Landlord hereby consents to Tenant accessing the obligation Premises prior to pay Base Rent the Commencement Date pursuant to a separate written agreement between Tenant and Operating ExpensesNitto; provided that Tenant may not make any alterations to the Premises prior to the Commencement Date without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Nothing contained in this paragraph shall limit Landlord’s maintenance obligations under Section 13. Tenant agrees and acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Regulus Therapeutics Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 120 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease)) and any unutilized amount deposited by Tenant with Landlord pursuant to the Work Letter attached hereto as Exhibit C, shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 120 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Singular Genomics Systems, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed Date (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to deliver the Premises to Tenant (i) by the date that is 30 days after the Target Commencement Date (as such date may be extended for Force Majeure (as defined in Section 34) delays) (the “Initial Abatement Date”), Base Rent shall be abated 1 day for each day after the Initial Abatement Date (as such date may be amended for Force Majeure delays) through the Second Abatement Date that Landlord fails to deliver the Premises to Tenant, and (ii) by the date that is 90 days after the Target Commencement Date (as such date may be extended for Force Majeure delays) (the “Second Abatement Date”), Base Rent shall be abated 2 days for each day after the Second Abatement Date (as such date may be amended for Force Majeure delays) that Landlord fails to deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 90 180 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delaysdelays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherXxxxxx: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 180 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (GreenLight Biosciences Holdings, PBC)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Initial Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed Date (“Delivery” or “Deliver”). Subject to Landlord’s right to enter the Initial Premises to complete the Landlord’s Work (as defined below), Tenant may commence Tenant’s Work with respect to Initial Premises upon Landlord’s Delivery of the Initial Premises. If Landlord fails to timely Deliver the Initial Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Initial Premises within 90 10 business days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delaysdelays, this Lease may be terminated by Landlord or Tenant by written notice given to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the term “Tenant’s Work” shall have the meaning set forth for such terms in the “Work Letter” attached to this Lease as Exhibit C. If Tenant does not elect to void this Lease within 5 business days of the lapse of such 10 business day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. The “Commencement Date” shall be the date Landlord Delivers the Initial Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s or Tenant’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease, and any Extension Term which Tenant may elect pursuant to Section 39 hereof. Landlord and Tenant acknowledge and agree that the Additional Premises are currently subject to a lease agreement between Landlord and another tenant (“Existing Tenant”). Landlord shall deliver the Additional Premises to Tenant promptly after the expiration of the term of such other lease and the surrender of the Additional Premises by the Existing Tenant. The parties project the date for delivery of the Additional Premises to be December 31, 2006 (the “Additional Premises Delivery Date”). Until Landlord delivers the Additional Premises to Tenant, the provisions of this Lease shall only apply to the Initial Premises. Thereafter, the provisions of this Lease shall apply to both the Initial Premises and the Additional Premises. Upon the request of Landlord, Tenant shall execute a written acknowledgment of the date of the delivery of the Additional Premises to Tenant provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. If Landlord fails to deliver the Additional Premises to Tenant with Landlord’s Work substantially completed on or before the Additional Premises Delivery Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Additional Premises to Tenant with Landlord’s Work substantially completed on or before February 1, 2007, or, if there are Force Majeure delays, on or before April 2, 2007, this Lease may be terminated by Tenant by written notice given to Landlord, and if so terminated by Tenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business 7 days after Tenant has the right to do so pursuant to the second sentence of the lapse of such 90 day periodthis paragraph, such Tenant’s right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided hereineffect The Premises shall contain the previously used furniture described on Exhibit H (collectively, “Landlord’s Work” Property”) for Tenant’s use at no additional cost. Tenant shall mean the following work, which shall be completed at not remove any of Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to Property from the Premises in locations mutually acceptable and shall return the same to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and at the expiration date or earlier termination of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their same condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation received except for any defects in the Premises; normal wear and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereintear.

Appears in 1 contract

Samples: Lease Agreement (Poniard Pharmaceuticals, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with LandlordXxxxxxxx’s Work substantially Substantially Completed (“Delivery” or “Deliver”); provided, however, that the Target Commencement Date may be extended by Landlord up to 90 days in the event that there are delays outside of Landlord’s reasonable control due to the performance by third parties of critical redevelopment activities to the Project (including, without limitation, electrical upgrades to and environmental remediations of the Project) (“Redevelopment Delays”); it being acknowledged that Landlord may exercise such extension via one or more written notices to Tenant, in which case the Target Commencement Date shall be the date specified in such notice. Landlord will give Tenant written notice, in reasonable detail, within a reasonable period after learning of such Redevelopment Delays. If Landlord fails to timely Deliver the PremisesPremises by the Target Commencement Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure delays, Redevelopment Delays and Tenant Delays, then Tenant shall be entitled to a day for day abatement of Base Rent for each day for the period from and after the 91st day (or such later date after giving effect to Force Majeure delays, Redevelopment Delays, and Tenant Delays) until the earlier of the date that Landlord Delivers the Premises or 180 days after the Target Commencement Date. If Landlord does not Deliver the Premises within 180 days of the Target Commencement Date for any reason other than Force Majeure delays, Redevelopment Delays, and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice (given no later than 5 business days after the expiration of the 180 day period (as so extended) to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 180-day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen Notwithstanding anything to the Premises contrary contained herein and for the avoidance of any doubt, the termination rights provided for in locations mutually acceptable to Landlord and Tenantthis paragraph shall terminate on the Commencement Date. The “Commencement Date” shall be the earliest of: (i) the date Landlord Delivers the Premises to Tenant, (ii) the date Landlord could have Delivered the Premises but for Tenant Delays; and (iii) the date Tenant conducts any business in the Premises or any part thereof (it being understood that the mere preparation of the Premises for its occupancy, moving into the Premises and the installation of furniture and equipment in the Premises shall not be deemed to be the conduct of business by Tenant). Upon request of Landlord, Tenant Xxxxxx shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, TenantXxxxxx’s failure to execute and deliver such acknowledgment shall not affect Landlord’s or Tenant’s rights hereunderhereunder (except those rights of Tenant affected by virtue of Tenant being in default). The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease Lease, and (if and when exercised) the Extension Term which that Tenant may elect pursuant to Section 39 40 hereof. Subject to the provisions of Section 3 of the Work Letter, Landlord shall permit Tenant access to the Premises at such time set forth in Section 3 of the Work Letter prior to the Commencement Date for Tenant’s installation and setup of furniture, fixtures and equipment (“FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant complies with the Lease and all other 321 Arsenal (AOTC) / Forma Therapeutics - Page 4 reasonable restrictions and conditions Landlord may impose in writing. All such access shall be during normal business hours unless Landlord otherwise agrees in writing (such agreement not to be unreasonably withheld, conditioned or delayed). Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent, Operating Expenses or any charges under Section 11 hereof for Utilities or Janitorial Service. Except as otherwise set forth in this Leasethe next paragraph or the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant Xxxxxx accepts the Premises and that the Premises were in good the condition at required to be delivered by Landlord hereunder, subject to Tenant’s rights under the time possession was takenWork Letter and Landlord’s ongoing repair and maintenance obligations hereunder. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent Rent. Notwithstanding anything contained in this Lease to the contrary, and as set forth in the Work Letter, for the period of 60 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating ExpensesExpense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13), unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the cost. Landlord also shall use commercially reasonable efforts to enforce any contractor warranties for Landlord’s Work (to the extent any such warranties exist) for one (1) year after the Commencement Date, provided Xxxxxx gives written notice of any necessary repairs or replacements within such time that are reasonably expected to be covered under any such warranty, unless Tenant or any Tenant Party was responsible for the cause of such repair or replacement, in which case Tenant shall pay all of Landlord’s costs and expenses incurred to enforce any such warranties. Xxxxxx agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon TenantXxxxxx’s representations, warranties, acknowledgments and agreements contained herein; and Tenant in executing this Lease does so in reliance upon Xxxxxxxx’s agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Forma Therapeutics Holdings, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before in broom clean condition for Tenant’s performance of the Target Commencement Date, with Landlord’s Tenant Improvements under the Work substantially Completed Letter (“Delivery” or “Deliver”)) on the Commencement Date. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Landlord shall use reasonable efforts to Substantially Complete Landlord’s Work on or before March 1, 2016. If Landlord fails Substantially Complete Landlord’s Work on or before March 1, 2016 (as such date may be extended for Force Majeure delays or delays caused by Tenant), the Rent Commencement Date shall be delayed 1 day for each day thereafter until Landlord Substantially Completes Landlord’s Work. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Substantially Complete Landlord’s Work on or before July 1, 2016 (as such day may be extended by delays caused by Tenant but shall not be extended by Force Majeure Delays and Tenant DelaysMajeure), this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects does not so elect to void terminate this Lease within 5 business days of the lapse of such 90 day periodon or before July 15, 2015, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. As provided used herein, the terms (i) “Tenant Improvements” shall have the meaning set forth for such term in the Work Letter, (ii) “Landlord’s Work” shall mean the following workrenovations being performed by Landlord, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion , as of the Premisesdate of this Lease to the entry lobby, conference rooms, front restrooms, lobby stairs and break room, all as reasonably determined by Landlord, which Landlord’s Work shall be performed in accordance with the plans approved by Landlord and in accordance with Legal Requirements (as defined in Section 7 hereof), and (iiiii) provide nitrogen piping“Substantially Completed,” with respect to Landlord’s Work, drops shall mean the substantial completion of Landlord’s Work in a good and hookworkmanlike manner, subject to normal punch list items of a non-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenantmaterial nature. The “Commencement Date” shall be January 1, 2016. The “Rent Commencement Date” shall be the date Landlord Delivers that is 10 months after the Premises to TenantCommencement Date. Upon the written request of LandlordLandlord or Tenant, Landlord and Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date, the OPEX Commencement Date (as defined in Section 3(b) below), and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s or Landlord’s failure to execute and deliver such acknowledgment shall not affect Landlordthe other party’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 40 hereof. Except as otherwise set forth in this Lease: (i) Subject to the provisions of Section 6 of the Work Letter, Landlord shall permit Tenant shall accept and Tenant’s representatives access to the Premises commencing on the day after the mutual execution and delivery of this Lease by the parties for the purpose of conducting design and engineering work in their condition as of connection with the Commencement DateTenant Improvements (“Design Activities”), subject provided that such Design Activities are coordinated with Landlord, and Tenant complies with this Lease (excluding the obligation to pay Base Rent and Operating Expenses) and all applicable Legal Requirements (as defined in Section 7 hereof); (ii) other reasonable restrictions and conditions Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises may impose. All such access shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was takenduring normal business hours. Any occupancy of access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including excluding the obligation to pay Base Rent and or Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect Prior to the condition of all or any portion of the Premises or the ProjectCommencement Date, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect shall conduct an inspection of the Building components and the Building Systems (as defined in Section 13 hereof) at a time and date reasonably acceptable to Landlord and Tenant to confirm that the subject matter hereof Building components and supersedes the Building Systems are in normal operating condition. If, through such inspection, it is reasonably determined by Landlord and Tenant that a particular Building component or Building System is not then in normal operating condition, Landlord shall be responsible, at its sole cost and expense (which shall not constitute an Operating Expense), for any and all prior representationsrepairs that are required to be made to such Building component or Building Systems to cause them to be in normal operating condition, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereinrepairs shall be made within a reasonable period after the Commencement Date.

Appears in 1 contract

Samples: Lease Agreement (Alpha Healthcare Acquisition Corp.)

Delivery; Acceptance of Premises; Commencement Date. Subject to the provisions of the Work Letter, immediately after the pouring of the concrete floor for the second deck of the Building (the “Pour Date”), Landlord shall permit Tenant and Tenant’s agents to enter the Premises for the purpose of performing Tenant’s Work. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord the Pour Date does not Deliver the Premises within 90 days occur by August 20, 2001, as such date may be extended by reason of the Target Commencement Date for any reason other than Force Majeure Delays and or Tenant Delays, this Lease may shall be terminated voidable by Landlord or Tenant by written notice to Landlord delivered within 5 business days after the otherPour Date (as extended) and, and if so terminated voided by eitherTenant: (a) so long as Tenant is not in default hereunder, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), Deposit shall be returned to TenantTenant (if the same has been paid to Landlord), and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects does not elect to void this Lease within such 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided used herein, the terms “Landlord’s Work,” “Tenants’ Work,” “Force Majeure Delays,” “Tenant Delays” and “Substantially Completed” shall mean have the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located meanings set forth for such terms in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereinWork Letter.

Appears in 1 contract

Samples: Lease Agreement (Sunesis Pharmaceuticals Inc)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), and any prepaid Base Rent shall be returned to TenantTenant within 30 days thereafter, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 10 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Xeris Pharmaceuticals Inc)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”)) for Tenant’s construction of the Tenant Improvements pursuant to the Work Letter on or before the Target Commencement Date. If Landlord fails to timely Deliver the PremisesPremises to Tenant on or before the Target Commencement Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises to Tenant within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delaysdelays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the term “Tenant Improvements” shall have the meaning set forth for such term in the Work Letter. If neither Landlord nor Tenant elects does not elect to void terminate this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date that Landlord Delivers the Premises to Tenant. The “Rent Commencement Date” shall be December 1, 2020. The period commencing on the Commencement Date and expiring on the day immediately preceding the Rent Commencement Date may be referred to herein as the “Abatement Period.” Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term Terms which Tenant may elect pursuant to Section 39 40 hereof. Except as otherwise set forth in this Leasethe Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including excluding the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Neoleukin Therapeutics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. (a) Buildings 1 and 2. Landlord shall use reasonable efforts to deliver Xxxxxxxx 0, Xxxxxxxx 0 and the Premises Central Plant Building to Tenant on or before the Target Initial Commencement Date. Except as otherwise provided for in this Lease, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”). If if Landlord fails to timely Deliver deliver Xxxxxxxx 0, Xxxxxxxx 0 and the PremisesCentral Plant Building, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except voidable. Notwithstanding anything to the contrary contained herein, if Landlord is successful in entering into a lease termination agreement with Biogen Idec Inc. (“Biogen Idec”), the existing tenant in Building 1 and Building 2, which lease termination agreement is acceptable to both Biogen Idec and Landlord, each in their sole and absolute discretion (the “Existing Lease Termination Agreement”), which provides for, 5200 Research Place/Illumina — Page 3 among other things, an early termination of Biogen Idec’s lease with respect to Building 1 and Building 2 (as provided hereinwell as the Central Plant Building), Landlord shall deliver Xxxxxxxx 0, Xxxxxxxx 0 and the Central Plant Building to Tenant prior to the Target Initial Commencement Date. The period between the date that Landlord delivers any portion of the Premises for continuous and uninterrupted access to Tenant and the Initial Commencement Date is referred to herein as the “Early Access Period”. The Early Access Period shall be extended 1 day for each day of Landlord Delay (as defined in the Building 1 and 2 Work Letter) and for up to 60 days in the aggregate for Force Majeure delays occurring during the Early Access Period which prevent Tenant from constructing the Building 1 and Building 2 Tenant Improvements (as defined in the Building 1 and 2 Work Letter) which were planned to be constructed during the Early Access Period (collectively, the “Access Extension Period”). Landlord shall, as part of the negotiation of the Existing Lease Termination Agreement, require Biogen Idec surrender Building 1 and Building 2 with its furniture, fixtures and equipment described on Exhibit M (“Landlord’s Property”) in place. If Landlord does not Deliver the Premises within 90 days of delivers Building 1 and Building 2 to Tenant prior to the Target Initial Commencement Date for any reason other than Force Majeure Delays and Tenant DelaysDate, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (ai) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except not be required to pay Base Rent with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of Xxxxxxxx 0, Xxxxxxxx 0 or the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean Central Plant Building until the following work, which shall be completed at Landlord’s cost and expense: Initial Commencement Date (i) remove the lab bench located in the northwestern portion of the Premisesas defined below), and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached not be required to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements pay Operating Expenses (as defined in Section 7 hereof); 5) with respect to Xxxxxxxx 0, Xxxxxxxx 0 or the Central Plant Building prior to the Initial Commencement Date unless Tenant commences business operations in any portion(s) of Building 1 or Building 2 in which case Tenant shall commence paying a proportionate share of Operating Expenses (iibut not Base Rent) Landlord shall have no obligation for any defects in reasonably allocable to the Premises; and (iiiportion(s) Tenant’s taking possession of the Premises shall be conclusive evidence that in which Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereincommenced conducting business operations.

Appears in 1 contract

Samples: Lease Agreement (Illumina Inc)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver make the Premises available to Tenant on or before the Target Commencement Date, with Landlordfor Tenant’s Work substantially Completed under the Work Letter upon full execution of this Lease and Tenant’s delivery of evidence of the insurance required hereby and by the Work Letter (“Delivery” or “Deliver”). If Landlord fails to timely Deliver deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 60 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant DelaysMajeure, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 60-day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be October 1, 2001. Rent shall commence on the Commencement Date as to 6,215 rentable square feet of the Premises, and shall commence on the earlier of: (i) 90 days after the Commencement Date, and (ii) the date Landlord Delivers Tenant conducts any business in the Premises or any part thereof (the “Rent Commencement Date”), with respect to Tenantthe balance of the Premises. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date Date, the Rent Commencement Data and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The "Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Leasethe Work Letter, if applicable: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which that are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Omeros Corp)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant for the conduct of Tenant's business on or before the Target Commencement Date, with Landlord’s Work substantially Completed Date (“Delivery” or “Deliver”). If Landlord fails to timely so Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written facsimile notice to the otherother within 10 business days of the Target Commencement Date, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., i.e. after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date on which Landlord Delivers the Premises to Tenant. The “Rent Commencement Date” shall be February 1, 2007. The “Term” of this Lease shall be the Base Term described on page 1 of this Lease and, if applicable, the Extension Term (as hereinafter defined) that Tenant may elect pursuant to Section 35 hereof. Upon request of Landlord, . Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s 's rights hereunder. The “Term” #4262661_v3 Short Form 3N Laboratory Lease 00000 Xxxxx Xxxxxx Xxxxx Road/Forbes Medi-Tech — Page 2 Effective as of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this LeaseCommencement Date: (i) Tenant shall accept the Premises in their condition as of the Commencement Datesuch date, subject to all applicable Legal Requirements (as defined in Section 7 6 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s 's taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was takenof Delivery. Any occupancy Landlord shall (i) install and provide certain office furniture to be used in the office area of the Premises, which office furniture is currently located in Suite 120 at 0000 Xxxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx, and (ii) permit Tenant to use the existing cubicles located in the laboratory area of the Premises by (collectively, the “Landlord Personal Property”). Tenant before the Commencement Date shall be subject required to all return the Landlord Personal Property, at the expiration or earlier termination of the terms Term, in the same condition as received, except for ordinary wear and conditions of this Lease, including the obligation to pay Base Rent and Operating Expensestear. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises Premises, the Project or the ProjectLandlord Personal Property, and/or the suitability of the Premises Premises, the Project or the Project Landlord Personal Property for the conduct of Tenant’s 's business, and Tenant waives any implied warranty that the Premises Premises, the Project or the Project Landlord Personal Property are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Forbes Medi-Tech Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with LandlordXxxxxxxx’s Work substantially Substantially Completed (“Delivery” or “Deliver”). Landlord shall Deliver the Premises to Tenant upon Substantial Completion of the Tenant Improvements. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided hereinvoidable. If Landlord does not Deliver the Premises within 90 120 days of the Target Commencement Date for any reason other than Force Majeure Delays (as defined in Section 34) delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by either: (a) the Security DepositXxxxxx, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 120 day period, period (as extended by Force Majeure delays and Tenant Delays) such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. 3565 General Atomics – Suite 200&100A/Pipeline Tx - Page 3 The “Commencement Date” shall be the earlier of: (i) the date Landlord Delivers the Premises to Tenant; and (ii) the date Landlord could have Delivered the Premises but for Tenant Delays. Upon request of LandlordLandlord or Tenant, Tenant the parties shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenanteither party’s failure to execute and deliver such acknowledgment shall not affect Landlordeither party’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on in the first page of this Basic Lease Provisions and the Extension Term which Tenant may elect exercise pursuant to Section 39 hereof. Except as otherwise set forth in 40 of this Lease: (i) . Subject to the provisions of Section 6 of the Work Letter, provided that Tenant has delivered a certificate of insurance reflecting the insurance coverage required to be maintained by Tenant under Section 17, Landlord shall accept permit Tenant access to the Premises in their condition as for a period of up to 45 days prior to the Commencement DateDate for Tenant’s installation and setup of furniture, subject to all applicable Legal Requirements fixtures and equipment (which shall include, without limitation, Tenant’s installation of low voltage cabling and Tenant’s Security System (as defined in Section 7 hereof); (iibelow) Landlord shall have no obligation for any defects in within the Premises; ) (“FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord and (iii) Tenantdoes not interfere with or delay Landlord’s taking possession construction of Landlord’s Work, and Tenant complies with the Premises terms of this Lease and all other reasonable restrictions and conditions Landlord may impose. All such access shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was takenduring normal business hours. Any occupancy of access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including excluding the obligation to pay Base Rent Rent, Operating Expenses or Utilities (as defined below). During the Lease Term, Tenant shall have the right to use all of the furniture, fixtures and equipment located within the Premises (the “Existing FF&E”) identified in further detail on Exhibit K-1 attached hereto, at no additional cost or expense to Tenant. For the avoidance of doubt, prior to the Commencement Date, Landlord shall remove from the Premises all of the furniture, fixtures and equipment (i) identified on Exhibit K-2 attached hereto (the “Removable FF&E List”) and, to the extent not duplicative of the foregoing, (ii) identified in red on the space plan attached hereto as Exhibit K-3 (“Removable FF&E Space Plan”). Tenant shall have no right to remove any of the Existing FF&E from the Premises without Landlord’s prior written consent and the Existing FF&E shall be returned to Landlord at the expiration or earlier termination of the Term in its the same condition as received, subject to ordinary wear and tear. Following the Commencement Date, Landlord will remove, at Tenant’s sole cost and expense, all Existing FF&E that the Tenant identifies as not needed by Tenant by written notice thereof to Landlord, and Landlord shall remove such identified Existing FF&E from the Premises within a reasonable time period thereafter. Landlord and Tenant acknowledge and agree that (i) as of the date of this Lease there exist significant global supply chain delays and shortages of construction materials, supplies and equipment (collectively, “Supply Chain Delays”), (ii) the availability of fixtures, equipment and/or materials required for the performance and/or Substantial Completion of the Tenant Improvements (collectively, “Required Materials”), may be subject to longer lead times than normally anticipated due to such Supply Chain Delays, (iii) the unavailability or delayed delivery of Required Materials may result in disruption to progress of the construction of the Tenant Improvements in the ordinary course, and (iv) the Substantial Completion of the Tenant Improvements may be delayed resulting directly or indirectly from the unavailability or delayed delivery of Required Materials. Landlord shall notify Tenant in writing of any Supply Chain Delays that may result in any delay in the substantial completion of the Tenant Improvements at the time Landlord is notified or made aware of such Supply Chain Delays and shall provide Tenant with a written estimate of the expected delay. Landlord shall use commercially reasonable efforts to mitigate the impacts of such Supply Chain Delays; provided, however, that Landlord shall not be required to incur any additional cost or expense in connection with such mitigation. Landlord and Tenant further acknowledge and agree that (i) as of the date of this Lease, the City of San Diego (the “City”) is routinely taking longer to issue the permits and approvals (collectively, “Permits”) required for the design and construction of Improvements than the timeframes contemplated by Landlord in the development of the schedule for the completion of Improvements (the “Standard Issuance Period”), and (ii) to the extent the issuance of any Permits required for the design and/or construction of Improvements is delayed beyond the Standard Issuance Period (except for delays due to Landlord’s failure to timely provide the City with information requested from Landlord by the City (except to the extent that such delays arise due to Tenant’s failure to provide Landlord information requested from Tenant by Landlord)), then the Target Commencement Date shall be delayed 1 day for each day following the expiration of the Standard Issuance Period that the City fails to issue any such Permits (through and including the date that such Permits are issued by the City). Landlord shall use commercially reasonable efforts to mitigate the impacts of any Permit Delays; provided, however, that Landlord shall not be required to incur any additional cost or expense in connection with such mitigation. Except as set forth in the Work Letter: (A) Tenant shall accept the Premises in their condition as of the Commencement Date; (B) Landlord shall have no obligation for any defects in the Premises; and (C) Tenant’s taking possession of the Premises shall be conclusive evidence that Xxxxxx accepts the Premises and that the Premises were in good condition at the time possession was taken. Notwithstanding the foregoing, nothing in this paragraph shall limit Landlord’s repair and maintenance obligations under Section 13 of the Lease. Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expenses. Expense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13) serving the Premises of which Tenant notifies Landlord in writing within 90 calendar days after the Commencement Date, unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the cost Tenant agrees and acknowledges that that, except as otherwise expressly set forth in this Lease (including the Work Letter), neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises Premises, the Property or the Project, and/or the suitability of the Premises Premises, the Property or the Project for the conduct of TenantXxxxxx’s business, and Tenant waives any implied warranty that the Premises Premises, the Property or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which that are not contained herein. Landlord in executing this Lease does so in reliance upon TenantXxxxxx’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Contineum Therapeutics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant for the conduct of Tenant's business on or before the Target Commencement Date, with Landlord’s Work 's Work, if any, substantially Completed completed and the Premises fully decommissioned and thoroughly cleaned with all base building and lab-specific mechanical, electrical and plumbing systems in good operating condition and repair, and any scored floor tile replaced ("Delivery" or "Deliver"). If Landlord fails to timely so Deliver the PremisesPremises on the Target Commencement Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver Notwithstanding the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delaysforegoing, this Lease may be terminated by Landlord or Tenant by written facsimile notice to the otherother if Landlord's Work (with the exception of the Cold Room to be installed in specialty lab 106 of the Biology Suite [the "Cold Room"]) is not complete and the Premises Delivered on or before October 1, 2005, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease. Landlord shall have until October 31, except 2005, to complete and Deliver the Cold Room. If the Cold Room is not completed on or before October 31, 2005, the parties shall have the same rights as set forth in this paragraph with respect to provisions which expressly survive termination the remainder of the Premises. The Term of this LeaseLease shall commence on the later of (a) August 1, 2005, and (b) the date on which Landlord shall have completed the following: (i) the cleaning/decommissioning of the Premises, (ii) the completion of Landlord's Work (as defined below), and (iii) the receipt of a certificate of occupancy and other such permits required for Tenant to utilize the Premises for the Permitted Use (to the extent Landlord, and not Tenant, is responsible for obtaining any such permits other than the certificate of occupancy) (the "Commencement Date"). Landlord and Tenant agree that Tenant shall have the right to occupy the Chemistry Suite and any portion of the Biology Suite for which all necessary permits (including a certificate of occupancy) have been obtained as soon as such portions of the Premises are ready for occupancy as described in this Section 2, even if the Cold Room and related plumbing or wiring is not yet complete as of such date. In such case, as of the date (the "Early Occupancy Date") on which Tenant occupies some or all of the Premises for the conduct of its business, notwithstanding any delay in delivery of the Cold Room or related plumbing or wiring as aforesaid, Tenant shall commence paying a proportionate share of Base Rent and Tenant's Share of Operating Expenses, such proportionate share to be calculated based on the ratio of the number of rentable square feet occupied by Tenant to the number of rentable square feet in the Premises. If neither Landlord nor Tenant elects takes possession of the Premises prior to void the Commencement Date as aforesaid, Tenant shall immediately commence payment of the full Science Hotel® Services Fee as of the Early Occupancy Date, with no reduction. The period between the Early Occupancy Date and the Commencement Date shall be referred to herein as the "Early Occupancy Period". Tenant's right to occupy such portion of the Premises during the Early Occupancy Period shall be subject to all of the terms and conditions of this Lease within 5 business days (including, without limitation, those relating to Tenant's insurance and indemnity obligations hereunder). The "Term" of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove period commencing on the lab bench located in the northwestern portion first day of the Premises, month after the month in which the Commencement Date occurs and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be expiring on the date Landlord Delivers the Premises to Tenantwhich is two (2) years after such date. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the "Acknowledgement of Commencement Date" attached to this Lease as Exhibit DC; provided, however, Tenant’s 's failure to execute and deliver such acknowledgment shall not affect Landlord’s 's rights hereunder. The “Term” Following execution and delivery of the Lease and continuing through the Commencement Date, Landlord shall provide adequate office space in the Building for four (4) employees of Tenant at no charge to Tenant. Such space shall be used by Tenant's employees for office purposes only. Tenant's right to occupy such office space shall be subject to all of the terms and conditions of this Lease shall be (including, without limitation, those relating to Tenant's insurance and indemnity obligations) other than the provisions relating to the payment of Base TermRent and Additional Rent. Subject to Landlord's obligation to Deliver the Premises, effective as defined above on of the first page Commencement Date, and the other provisions of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease2: (i) Tenant shall accept the Premises in their condition as of the Commencement Datesuch date, subject to all applicable Legal Requirements (as defined in Section 7 9 hereof); (ii) subject to Landlord's obligation to maintain all of the Project and the Premises as set forth in Section 14 hereof, Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s 's taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereinDelivery.

Appears in 1 contract

Samples: Lease Agreement (Sirtris Pharmaceuticals, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed Date ("Delivery" or "Deliver"). If if Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 60 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delaysor the failure of the existing tenant, Massachusetts Biomedical Institute, Inc. ("MBI"), to vacate the Premises, this Lease may shall be terminated voidable by Landlord or Tenant by written notice to the other, and if so terminated voided by either: (a) so long as Tenant is not in default hereunder, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), Deposit shall be returned to Tenant, and (b) } neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 60 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” "COMMENCEMENT DATE" shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; providedPROVIDED, howeverHOWEVER, Tenant’s 's failure to execute and deliver such acknowledgment shall not affect Landlord’s 's rights hereunder. The "Term" of this Lease shall be the Base Term, as defined above on the first page of this Lease Term and the Extension Term which Tenant may elect pursuant to Section 39 40 hereof. Except as otherwise set forth in this Leasethe Work Letter, if applicable: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof)laws, ordinances, regulations, covenants and restrictions; (ii) Landlord shall have no obligation for any defects in the Premises; and (iiiii) Tenant’s 's taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including . Tenant acknowledges and agrees that Tenant's use and occupancy of the obligation Premises may be severely and adversely impacted by Landlord's Work and Tenant shall not be entitled and waives any claim to pay Base Rent and Operating Expensesany abatement of rent or any other concession as a result of any such adverse impact. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of any or all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s 's business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease including all exhibits hereto constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s 's representations, warranties, acknowledgments and agreements contained herein. Tenant hereby acknowledges and agrees that the Premises is currently subject to a lease with MBI ("EXISTING LEASE") and that a portion of the Premises may be subject to the prior rights of other tenants of the Project. This Lease and Landlord's obligations hereunder shall be subject to (i) the release or expiration of any prior rights of any other tenant of the Project pursuant to such tenant's lease in and to any portion of the Premises, and (ii) Landlord's receipt of a fully executed termination agreement with respect to the Existing Lease and the vacation of the Premises by MBI.

Appears in 1 contract

Samples: Lease Agreement (Viacell Inc)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before July 1, 1999 (the Target Commencement Date"TARGET DELIVERY DATE"), with Landlord’s 's Work, if any, sufficiently completed to permit Tenant to commence its work under the Work substantially Completed Letter without unreasonable cost or delay (“Delivery” "DELIVERY" or “Deliver”"DELIVER"). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days 3 months of the Target Commencement Delivery Date for any reason other than Force Majeure Delays and Delay or Tenant DelaysCaused Delay, this Lease may shall be terminated voidable by Landlord or Tenant by written notice to the other, and if so terminated voided by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), Deposit shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant party elects to void this Lease within 5 business days of the lapse of such 90 day 3 month period, such right to void this Lease shall be waived and this Lease shall remain in full force and effectwaived. As provided hereinThe actual size of the Premises and, “Landlord’s Work” shall mean if required, the following work, which Project shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion measured upon Delivery of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when or at such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease later time as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant shall agree, in accordance with respect to the subject matter hereof 1996 Standard Method of Measuring Floor Area in Office Buildings as adopted by the Building Owners and supersedes any Managers Association (ANSI/BOMA Z65.1-1996). The Rent payable hereunder and all prior representationsTenant's Share shall be adjusted, inducementsif required, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereinon the basis of such measurement.

Appears in 1 contract

Samples: Lease Agreement (Memory Pharmaceuticals Corp)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Suite A Premises to Tenant on or before the Suite A Premises Target Commencement Date and the Suite B Premises to Tenant on or before the Suite B Premises Target Commencement Date, with Landlord’s 's Work, if any, Substantially Completed. Landlord's delivery of either the Suite A Premises or the Suite B Premises with Landlord's Work substantially Substantially Completed (“Delivery” shall be referred to herein as "DELIVERY" or “Deliver”)"DELIVER". If Landlord fails to timely Deliver the Suite A Premises or the Suite B Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Suite A Premises or the Suite B Premises within 90 45 days of the Suite A Premises Target Commencement Date or the Suite B Premises Target Commencement Date, as applicable, for any reason other than Force Majeure Delays and Tenant Delays, this Lease may shall be terminated voidable by Landlord or Tenant by written notice to the other, and if so terminated voided by either: (a) so long as Tenant is not in default hereunder, the Security Deposit, or Deposit and any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), unearned Base Rent shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms "TENANT DELAYS" and "SUBSTANTIALLY COMPLETED" shall have the meanings set forth for such terms in the Suite B Premises Work Letter. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 45 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which The "COMMENCEMENT DATE" shall be completed at Landlord’s cost and expenseSeptember 15, 1999, regardless of the date this Lease is executed. The "SUITE B PREMISES RENT COMMENCEMENT DATE" shall be the earliest of: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Suite B Premises to Tenant; (ii) the date Landlord could have Delivered the Suite B Premises but for Tenant Delays; and (iii) the date Tenant conducts any business in the Suite B Premises or any part thereof. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit DEXHIBIT C; provided, however, Tenant’s 's failure to execute and deliver such acknowledgment shall not affect Landlord’s 's rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Leasethe Suite B Premises Work Letter and that certain Suite A Premises Work Letter dated as of August 18, 1999 (the "SUITE A PREMISES WORK LETTER"), if applicable: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof)laws, ordinances, regulations, covenants and restrictions; (ii) Landlord shall have no obligation for any defects in the Premises; and (iiiii) Tenant’s 's taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating ExpensesRent. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of any or all or any portion of the Premises or the ProjectPremises, and/or the suitability of the Premises or the Project for the conduct of Tenant’s 's business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s 's representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (SGX Pharmaceuticals, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). Other than the delivery of the first month’s rent pursuant to Section 3(a) below, Tenant shall have no obligation to pay Base Rent or Operating Expenses for any period prior to the Commencement Date. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant on or before the date that is 30 days after the Target Commencement Date (as such date may be extended for Force Majeure delays and Tenant Delays, the “Abatement Date”), Base Rent shall be abated 1 day for each day after the Abatement Date that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: , (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.deducting

Appears in 1 contract

Samples: Lease Agreement (Codiak BioSciences, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s the Base Building Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises for any reason within 90 270 days of the Target Commencement Date for any reason other than as such period may be extended by Force Majeure Delays (not to exceed 1 year in the aggregate) and Tenant DelaysDelays on a day-for-day basis, this Lease may be terminated by Landlord or Tenant by written notice to Landlord (except that any Tenant Delay shall extend the otherTarget Commencement Date on a day-for-day basis), and if so terminated by eitherterminated: (a) the first month’s Base Rent for the Premises paid by Tenant pursuant to Section 3(a) below shall be refunded to Tenant, (b), the Security Deposit, or any balance thereof (thereof, i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to TenantTenant (and if the Security Deposit is the form of a Letter of Credit [as defined in Section 6], with such documentation or instructions as reasonably required by the issuer thereof to cancel the Letter of Credit), and (bc) neither Landlord nor Tenant shall have any further rights, duties duties, or obligations under this Lease, except with respect to provisions which that expressly survive termination of this Lease. If neither any Tenant Delay actually delays Landlord’s Delivery of the Base Building Work beyond such 270 day period, then Landlord nor shall cause the Base Building Architect to certify the date on which the Base Building Work would have been completed but for such Tenant elects Delay and shall provide such certification to void Tenant by written notice, and such certified date shall be the date of Delivery, subject to Tenant’s right to dispute reasonably in good faith any Tenant Delay claimed by Landlord, by written notice to Landlord given within 30 days after Tenant’s receipt of the Base Building Architect’s certification thereof. As used herein, the terms “Base Building Work,” “Base Building Architect,” “Tenant Improvements Work,” “Force Majeure Delays,” “Tenant Delays,” and “Substantially Completed” shall have the meanings set forth for such terms in the Landlord Work Letter (Exhibit C-1) and the Tenant Work Letter (Exhibit C-2), as applicable. If Tenant does not elect to terminate this Lease within 5 business 30 days of the lapse of such 90 270 day periodperiod as it may have been extended as provided above, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “LandlordIn addition to Tenant’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located termination right set forth in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlordpreceding paragraph, Tenant shall execute and deliver a written acknowledgment of have the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached right to terminate this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.follows:

Appears in 1 contract

Samples: Lease Agreement (REGENXBIO Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver make the Premises available to Tenant on for Tenant's Work under the Work Letter within 2 days of full execution of this Lease and Tenant's delivery of evidence of the insurance required hereby and by the Work Letter ("Delivery" or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “"Deliver"). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 60 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may shall be terminated voidable by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eithervoided: (a) so long as Tenant is not in default hereunder, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), Deposit shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the term "Force Majeure Delays" shall have the meaning set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 60 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Nothing herein shall in any way limit Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen 's right to the Premises in locations mutually acceptable terminate this Lease pursuant to Landlord and TenantSections 18 or 19 hereof. The "Commencement Date" shall be the date Landlord Delivers the Premises to Tenant. Tenant Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s 's failure to execute and deliver such acknowledgment shall not affect Landlord’s 's rights hereunder. The "Term" of this Lease shall be the Base Term, as defined above on the first page of this Lease Term and the any Extension Term Terms which Tenant may elect pursuant to Section 39 40 hereof. Except as otherwise set forth in this Leasethe Work Letter and Section 7 regarding Landlord's obligations with respect to the compliance of the Premises with Legal Requirements as of the Commencement Date, if applicable: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof)laws, ordinances, regulations, covenants and restrictions; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s 's taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of any or all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s 's business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s 's representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Equinix Inc)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially (other than the Remaining Improvements (as defined below)) Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant’s Work,” “Force Majeure Delays,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean In the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached event that this Lease is terminated pursuant to this paragraph, the Other Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii20g) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of automatically terminate concurrently with this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Phaserx, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Work, if any, Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 60 days of the Target Commencement Date for any reason other than (as such date may be extended due to Force Majeure Delays (as defined in Section 34) delays and Tenant Delays), this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherterminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenants’ Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 ten (10) business days of the lapse of such 90 60 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Sirtris Pharmaceuticals, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially the Tenant Improvements in the Premises Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant on or before the date that is 90 days after the Target Commencement Date (as such date may be extended for Force Majeure (as defined in Section 34) and Tenant Delays, the “Abatement Date”), then, commencing immediately following the Abatement Period (as defined below), Base Rent shall be abated 1 day for each day from and including the Abatement Date (as such date may be extended for Force Majeure and Tenant Delays) that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 90 150 days of the Target Commencement Date for any reason other than Force Majeure Delays and delays or Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 10 business days of the lapse of such 90 150 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided hereinNotwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Mateo county (any such order or mandate, a Government Mandate”), then, to the extent such Government Mandate precludes 739171641.8 Net Multi-Tenant Laboratory 825 Industrial/Suites 100A & 200B/Codexis - Page 3 construction of Landlord’s Work” shall mean , the following work, which Target Commencement Date shall be completed at delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of Landlord’s cost Work. Landlord and expense: Tenant further acknowledge and agree that (i) remove as of the lab bench located date of this Lease, the City of San Xxxxxx (the “City”) is routinely taking longer to issue the permits and approvals (collectively, “Permits”) required for the design and construction of Landlord’s Work than the timeframes contemplated by Landlord in the northwestern portion development of the Premisesschedule for the completion of Landlord’s Work as reflected in the Schedule attached to the Work Letter as Schedule 3 (the “Standard Issuance Period”), and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be extent the date Landlord Delivers issuance of any Permits required for the Premises to Tenant. Upon request design and/or construction of Landlord, Tenant shall execute and deliver a written acknowledgment of ’s Work is delayed beyond the Commencement Date and Standard Issuance Period (except for delays due to Landlord’s failure to timely provide the expiration date of City with information requested from Landlord by the Term when City (except to the extent that such are established in the form of the “Acknowledgement of Commencement Date” attached delays arise due to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect provide Landlord information requested from Tenant by Landlord’s rights hereunder. The “Term” of this Lease shall be )), then the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Target Commencement Date shall be subject to all delayed 1 day for each day following the expiration of the terms Standard Issuance Period that the City fails to issue any such Permits (through and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges date that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to such Permits are issued by the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereinCity).

Appears in 1 contract

Samples: Lease Agreement (Codexis, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts be responsible for the design and construction of the Building Shell (as defined in the Work Letter) as set forth in the Work Letter. DGA is the architect (“Building Shell Architect”) for the Building Shell, and the contractors for the Building Shell shall be selected and engaged by Landlord in the exercise of Landlord’s sole and absolute discretion. Any Tenant Delays (as defined below) shall reduce the Outside Date (as defined below) on a day for day basis. Tenant acknowledges that certain plans and other information that may be made available to Tenant pursuant to the provisions of this Section 2 constitute information that Landlord considers confidential and, upon request from Landlord, Tenant shall execute a confidentiality and non-disclosure agreement reasonably acceptable to Landlord and Tenant with respect to such confidential information. Landlord shall deliver the Premises to Tenant for the commencement of the construction of the Tenant Improvements (as defined in the Work Letter) on or before the Target Commencement Date, with Landlord’s Work substantially Completed Weather-Tight Building Shell Delivery Date (“Delivery” or “Deliver”)) which Landlord shall use reasonable efforts to cause to occur on or before the Target Commencement Date. The “Weather-Tight Building Shell Delivery Date” shall be the date that that Tenant is notified accurately by Landlord or the general contractor for the Building that construction of the Building Shell is at a point where the Building is weather tight and is in a condition acceptable for the commencement of construction of the Tenant Improvements. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom except as expressly provided for below, and this Lease shall not be void or voidable. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure (as defined in Section 34 below) and Tenant Delays, Tenant shall be entitled, starting on the Rent Commencement Date, to occupy the Premises without the obligation to pay Base Rent, 1 day for each day following the Target Commencement Date (as extended for Force Majeure and Tenant Delays) until the Weather-Tight Building Shell Delivery Date; provided, however, that such free rent period shall be reduced 1 day for every day up to a maximum of 120 days that delays in obtaining the permits for the Pedestrian Bridge delays (as reasonably determined by the Building Shell Architect or Landlord’s contractor) Landlord’s Delivery of the Premises. Notwithstanding any of the foregoing, no Tenant Delay shall be deemed to have occurred under this Lease except to the extent that (a) Tenant’s and/or any Tenant Parties’ action and/or inaction actually contributed to such delay beyond the Target Commencement Date (as reasonably determined by the Building Shell Architect or Landlord’s contractor) and (b) such delay continues for more than one day following Landlord’s written (or email) notice to Tenant of the matter that caused the delay. Net Multi-Tenant Laboratory 259 E. Grand/Onyx - Page 3 On or before the Outside Steel Order Date (as defined below), Landlord shall place the order for the steel for the Building Shell. If Landlord fails to timely place the order for the steel for the Building Shell, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided hereinfor in the immediately following sentence. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date If, for any reason other than reason, Landlord fails to place the order for the steel for the Building Shell within 5 business days (as extended by Tenant Delays and/or delays due to Force Majeure Delays and Tenant DelaysMajeure, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: “Outside Steel Order Date”) after the earlier of (a) the Security Depositdate that Tenant’s Termination Right (as defined in Section 41) is waived or deemed waived, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) the date requests in writing to Landlord that Landlord order the steel, Tenant shall have the one time right (“Expansion Termination Right”) to terminate this Lease and if so terminated, then, notwithstanding anything to the contrary contained herein, neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except to one another with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable except that Landlord shall refund to Tenant the Security Deposit and any amounts paid by Tenant to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date41(a), subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) except, however that Landlord shall have no obligation for to refund any defects in amounts paid by Tenant pursuant to Section 41(a) and under the Premises; and (iii) Work Letter if this Lease terminate as a result of Tenant’s taking possession election to terminate pursuant to Section 41(b). If Tenant fails to deliver written notice to Landlord within 5 business day after the Outside Steel Order Date of its election to terminate pursuant to the provisions of the Premises preceding sentence, Tenant shall be conclusive evidence that deemed to have forever waived its Expansion Termination Right. The parties hereby agree that, if applicable, for each day during the 1.5 month period following the expiration of the Outside Steel Order Date until Landlord places the steel order for the Building Shell, Tenant accepts shall be entitled, starting on the Rent Commencement Date, to occupy the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including without the obligation to pay Base Rent and Operating Expensesfor 1 day. If Tenant agrees and acknowledges that neither exercises the Expansion Termination Right or Landlord nor any agent of Landlord has made any representation or warranty with respect places the steel order prior to the condition of all or any portion expiration of the Premises or Outside Steel Order Date, the Project, and/or the suitability provisions of the Premises or preceding sentence shall not apply. A delay by Tenant (“Tenant Delay”) shall only be deemed to have occurred to the Project extent such delay (i) actually contributes to delaying (a) Landlord’s placing of Landlord’s steel order for the conduct Building Shell beyond the Outside Steel Order Date, or (b) the design, permitting or construction of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect Building Shell to the subject point where it meets the requirements of the Water Tight Building Shell Delivery Date beyond the Target Commencement Date and (ii) continues for more than one day following Landlord’s written (or email) notice to Tenant of the matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereinthat caused the delay.

Appears in 1 contract

Samples: Lease Agreement (Onyx Pharmaceuticals Inc)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed Substantially Complete (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 20 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherterminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, (i) “Landlord’s Work” means the work to the Premises to be performed by Landlord described on Exhibit C, (ii) “Force Majeure Delays” means delays arising by reason of any Force Majeure (as defined in Section 34), and (iii) “Substantially Completed” or “Substantially Complete” means the substantial completion of Landlord’s Work (A) in a good and workmanlike manner, (B) in accordance with the requirements described in Exhibit C, and (C) in accordance with all applicable Legal Requirements (as defined in Section 7 hereof), subject only to normal “punch list” items that do not materially impair Tenant’s use and enjoyment of the Premises. If neither Landlord nor Tenant elects shall not elect to void this Lease within 5 business days of the lapse of such 90 20 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Genvec Inc)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver exclusive possession of the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays(as defined in Section 34) delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the term “Landlord’s Work” shall mean the installation by Landlord, at Landlord’s sole cost, of four 6-foot fume hoods in the Premises in the locations reflected on Exhibit C. If neither Landlord nor Tenant elects does not elect to void terminate this Lease within 5 10 business days of the lapse of such 90 day period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. During the Term, Tenant shall have the right to use the furniture and equipment belonging to Landlord described on Exhibit I attached to this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept located within the Premises in their condition as of on the Commencement Date, subject to all applicable Legal Requirements Date (as defined in Section 7 hereof“Landlord’s FF&E”); (ii) Landlord . Tenant shall have no obligation for right to remove any defects in of Landlord’s FF&E from the Premises; Premises without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) TenantLandlord’s taking possession FF&E shall be returned to Landlord at the expiration or earlier termination of the Premises shall be conclusive evidence that Tenant accepts Term in substantially the Premises same condition as received by Tenant, except for ordinary wear and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms tear and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereincasualty.

Appears in 1 contract

Samples: Lease Agreement (Regulus Therapeutics Inc.)

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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers that Tenant acquires the Premises assets of Sequenom, Inc. a Delaware corporation (“Sequenom”), pursuant to Tenantthat certain Asset and Purchase Agreement by and between Tenant and Sequenom Center for Molecular Medicine, LLC, dated as of April __, 2016 (the “Acquisition Agreement”). The “Rent Commencement Date” shall be the date that is 9 months after the Commencement Date. Upon request of Landlordeither party, Landlord and Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenantneither party’s failure to execute and deliver such acknowledgment shall not affect Landlord’s the rights or obligations of the other party hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the any Extension Term Terms which Tenant may elect pursuant to Section 39 hereof. Except as set forth in the Work Letter or as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses, but excluding the obligation to pay Base Rent. Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 14) of which repairs Tenant notifies Landlord on or before the date that is 30 days after the Commencement Date, unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the cost. Landlord shall be responsible for completing the repairs for which it is responsible under this paragraph at its own cost and expense and in a good and workmanlike manner. Notwithstanding anything to the contrary contained in this Lease, Tenant and Landlord acknowledge and agree that the effectiveness of this Lease shall be subject to the following conditions precedent (“Conditions Precedent”) having been satisfied: (i) Landlord shall have entered into a lease termination agreement (“Termination Agreement”) on or before April 30, 2016, with the existing tenant of the Premises which Termination Agreement shall be on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute discretion, and (ii) Tenant shall have acquired Sequenom’s assets pursuant to the Acquisition Agreement (the “Acquisition Condition”). Tenant shall deliver written notice to Landlord when the Acquisition Condition has occurred. In the event that the Conditions Precedent are not satisfied on or before April 30, 2016, this Lease shall terminate and shall be null and void and of no Net Laboratory 7010 Kit Creek/Foundation Medicine - Page 3 further force or effect. Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to cause the Conditions Precedent to be satisfied. Except as otherwise expressly set forth in this Lease, Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Foundation Medicine, Inc.)

Delivery; Acceptance of Premises; Commencement Date. As of the Commencement Date, Intercell USA, Inc., a Delaware corporation (“Intercell”), leases the Premises from Landlord pursuant to the terms and conditions of a Lease Agreement dated as of December 18, 2000, as amended (“Intercell Prime Lease”). Pursuant to the Sublease (“Intercell Sublease”) dated as of October 21, 2011 between Intercell, as sublandlord, and Tenant, as subtenant, Tenant will sublease the Premises from Intercell beginning on the Intercell Sublease Commencement Date (as defined below) and ending on March 31, 2013, the expiration date of the Intercell Sublease and the day before the Rent Commencement Date. Effective as of the Rent Commencement Date, Landlord shall use reasonable efforts to deliver make the Premises available to Tenant on or before the Target Commencement Date, with Landlordfor Tenant’s Work substantially Completed under the Work Letter and Tenant’s delivery of evidence of the insurance required hereby and by the Work Letter (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 60 days of the Target Rent Commencement Date for any reason other than Force Majeure Delays and Tenant DelaysIntercell Delays (as defined below), this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherterminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 60 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Novavax Inc)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the PremisesPremises prior to such time, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, then Tenant shall receive a credit of one (1) day’s free Base Rent for each day of after such 90th day until Landlord Delivers the Premises. If Landlord does not Deliver the Premises within 180 days of the Target Commencement Date for any reason other than Force Majeure delays and Tenant Delays, then this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherterminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 180-day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen Notwithstanding anything to the Premises contrary contained herein and for the avoidance of any doubt, the termination rights provided for in locations mutually acceptable to Landlord and Tenantthis paragraph shall terminate on the Commencement Date. The “Commencement Date” shall be the earliest of: (i) the date Landlord Delivers the Premises to Tenant; (ii) the date Landlord could have Delivered the Premises but for Tenant Delays; and (iii) the date Tenant conducts any business in the Premises or any part thereof (it being understood that the mere preparation of the Premises for its occupancy, moving into the Premises and the installation of furniture and equipment in the Premises shall not be deemed to be the conduct of business by Tenant). Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s or Tenant’s rights hereunderhereunder (except those rights of Tenant affected by virtue of Tenant being in default). The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease Lease, and (if and when exercised) the Extension Term which that Tenant may elect pursuant to Section 39 40 hereof. Subject to the provisions of Section 6 of the Work Letter, Landlord shall permit Tenant access to the Premises at such time as set forth in Section 6 of the Work Letter prior to the Commencement Date for Tenant’s installation and setup of furniture, fixtures and equipment (“FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant complies with the Lease and all other reasonable restrictions and conditions Landlord may impose in writing. All such access shall be during normal business hours unless Landlord otherwise agrees in writing (such agreement not to be unreasonably withheld, conditioned or delayed). Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent, Operating Expenses or any charges under Section 11 hereof for Utilities or Janitorial Service. Except as otherwise set forth in this Leasethe next paragraph or the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good the condition at required to be delivered by Landlord hereunder, subject to Tenant’s rights under the time possession was takenWork Letter and Landlord’s ongoing repair and maintenance obligations hereunder. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including except the obligation to pay Base Rent Rent. Notwithstanding anything contained in this Lease to the contrary, and as set forth in the Work Letter, for the period of one (1) year after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating ExpensesExpense), be responsible to rectify any defects in the original construction of the Building, provided Tenant gives written notice of any such defects within such time, unless Tenant or any Tenant Party was responsible for the cause of such repair or replacement, in which case Tenant shall pay the cost. Landlord also shall use commercially reasonable efforts to enforce any contractor warranties for Landlord’s Work (to the extent any such warranties exist) for one (1) year after the Commencement Date, provided Tenant gives written notice of any necessary repairs or replacements within such time that are reasonably expected to be covered under any such warranty, unless Tenant or any Tenant Party was responsible for the cause of such repair or replacement, in which case Tenant shall pay all of Landlord’s costs and expenses incurred to enforce any such warranties. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein; and Tenant in executing this Lease does so in reliance upon Landlord’s agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Forma Therapeutics Holdings, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the PremisesPremises on or before the Target Commencement Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant (i) on or before the date that is 30 days after the Target Commencement Date (as such date may be extended for Force Majeure delays and Tenant Delays) (“Initial Abatement Date”), Base Rent shall be abated 1 day for each day after the Initial Abatement Date (as such date may be extended for Force Majeure delays and Tenant Delays) that Landlord fails to Deliver the Premises to Tenant, and (ii) on or before the date that is 60 days after the Target Commencement Date (as such date may be extended for Force Majeure delays and Tenant Delays) (“Second Abatement Date”), Base Rent shall be abated 2 days for each day after the Second Abatement Date (as such date may be extended for Force Majeure delays and Tenant Delays) that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 90 120 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void terminate this Lease within 5 business days of the lapse of such 90 120 day period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the earliest of: (i) the date Landlord Delivers the Premises to Tenant; (ii) the date Landlord could have Delivered the Premises but for Tenant Delays; and (iii) the date Tenant conducts any business in the Premises or any part thereof. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the any Extension Term which Tenant may elect pursuant to Section 39 hereof. Subject to the provisions of Section 6 of the Work Letter, Landlord shall permit Tenant access to the Premises for a period of 30 days prior to the Commencement Date for Tenant’s installation and setup of furniture, fixtures, tele/data cabling and equipment (“FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant complies with the Lease and all other reasonable restrictions and conditions Landlord may impose. All such access shall be during normal business hours. Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent or Operating Expenses. Except as otherwise set forth in this Leasethe Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy For the period of the Premises by Tenant before 30 consecutive days after the Commencement Date Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be subject responsible for any repairs that are required to all be made to the Building or Building Systems Net Multi-Tenant Laboratory 19 Presidential Way/Dimension - Page 3 (as defined in Section 13), unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expensescost. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Ultragenyx Pharmaceutical Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed and in vacant, broom clean condition (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant within 90 days after the Target Commencement Date (as such date may be extended by Force Majeure (as defined in Section 34) and Tenant Delays, the “Abatement Date”), Base Rent shall be abated 1 day for each day after the Abatement Date that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 90 120 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease)) and any prepaid Base Rent, shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work”, “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 120 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided hereinNotwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Mateo County (any such order or mandate, a Government Mandate”), then, to the extent such Government Mandate precludes construction of Landlord’s Work” shall mean , the following work, which Target Commencement Date shall be completed at delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and TenantWork. The “Commencement Date” shall be the earlier of: (i) the date Landlord Delivers the Premises to Tenant; and (ii) the date Landlord could have Delivered the Premises but for Tenant Delays. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the any Extension Term Terms which Tenant may elect pursuant to Section 39 40 hereof. Except as set forth in the Work Letter or as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding anything to the contrary contained herein, for the period of 60 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13) serving the Premises, unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the cost. Tenant shall also be entitled to the benefit of any warranties issued to Landlord in connection with Landlord’s Work. Upon written request from Tenant, Landlord shall deliver to Tenant, subject to Landlord’s standard non-reliance letter, copies of the surrender reports delivered to Landlord by the immediately prior tenant of the Premises once such surrender reports have been made available to Landlord. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (DiCE MOLECULES HOLDINGS, LLC)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver and Tenant hereby acknowledge that the Premises to Tenant on or before the Target "Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days " of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and the date that this Lease shall remain in full force Is mutually executed and effect. As provided herein, “Landlord’s Work” shall mean delivered by the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenantparties. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the "Acknowledgement of Commencement Date" attached to this Lease as Exhibit D; provided, however, Tenant’s 's failure to execute and deliver such acknowledgment shall not affect Landlord’s 's rights hereunder. The "Term" of this Lease shall be the Base Term, as defined above on the first page of this Lease Lease. Landlord and Tenant acknowledge and agree that immediately prior to the Extension Term which date hereof, Tenant may elect occupied the Premises pursuant to Section 39 hereofa Lease Agreement with Landlord dated February 15, 2007, as amended (as amended, "Prior Lease"). Except as otherwise set forth in this Lease, if applicable: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iiiii) Tenant’s taking possession 's occupancy of the Premises pursuant to the terms of the Prior Lease shall be conclusive evidence that Tenant accepts the Premises and that the Premises were are in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expensescondition. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s 's business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducementsInducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s 's representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Amarantus BioSciences, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to (a) commence construction of the Building on or before October 31, 2015 (the “Target Construction Commencement Date”), (b) cause the construction of the Building Shell to be at a point where the exterior vertical envelope of the Building is erected, the roof is substantially complete, the MEP penetrations at the roof are sealed and perimeter caulking has been commenced (collectively, the “Building Dried-In Condition”) on or before July 30, 2016 (“Target Building Dried-In Date”), and (c) deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”)) on or before the Target Commencement Date. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Tenant shall receive a day-for-day abatement of monthly Base Rent (without double counting) for each (i) day after the Target Construction Commencement Date (as such date may be extended by Force Majeure delays and Tenant Delays) that Landlord fails to commence construction of the Building Shell, (ii) day after the Target Building Dried-In Date (as such date may be extended for Force Majeure delays and Tenant Delays) that Landlord does not cause the construction of the Building Shell to be in Building Dried-In Condition; and/or (iii) day after October 20, 2016 (as such date may be extended by Force Majeure delays and Tenant Delays), that Landlord fails to Deliver the Premises to Tenant with Landlord’s Work Substantially Completed. If Landlord does not (x) commence construction of the Building Shell on or before February 15, 2016 (as such date may be delayed by Force Majeure delays and Tenant Delays), (y) does not cause the construction of the Building Shell to be in Building Dried-In Condition on or before November 30, 2016 (as such date may be delayed by Force Majeure delays and Tenant Delays), or (z) Deliver the Premises within 90 days of the Target Commencement Date for any reason other than to Tenant with Landlord’s Work Substantially Completed on or before January 31, 2017 (as such date may be delayed by Force Majeure Delays delays and Tenant Delays), this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a1) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b2) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Building Shell,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 day periodthe dates set forth in subsections (x), (y) or (z) above (as each may be extended by Force Majeure delays and Tenant Delays), respectively, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As Net Laboratory 4796 Executive/Otonomy - Page 3 Notwithstanding anything to the contrary contained herein and for the avoidance of any doubt, the termination rights provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located for in the northwestern portion of preceding paragraph shall terminate on the Premises, and Commencement Date. If the Commencement Date occurs pursuant to clause (ii) provide nitrogen pipingof the immediately following paragraph, drops and hook-ups for Tenant supplied nitrogen Landlord shall nonetheless thereafter continue to the Premises in locations mutually acceptable use reasonable efforts to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers Deliver the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver in a written acknowledgment of timely manner following the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereinDelays.

Appears in 1 contract

Samples: Lease Agreement (Otonomy, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver make the Premises available to Tenant on or before the Target Commencement Date, with Landlordfor Tenant’s Work substantially Completed under the Work Letter within 5 days of full execution of this Lease and Tenant’s delivery of evidence of the insurance required hereby and by the Work Letter (“Delivery” or “Deliver”). If Landlord fails is reasonably unable to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does is not reasonably able to Deliver the Premises within 90 60 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delaysdelays, this Lease may shall be terminated voidable by Landlord or Tenant by written notice to the other, and if so terminated voided by either: (a) so long as Tenant is not in default hereunder, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), Deposit shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Force Majeure” shall have the meaning set forth for such terms in Section 24. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 60 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the earlier of: (i) May 1, 2000; and (ii) the date Landlord Delivers Tenant conducts any business in the Premises to Tenantor any part thereof. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease Term and the any Extension Term Terms which Tenant may elect pursuant to Section 39 40 hereof. Except as otherwise set forth in this Leasethe Work Letter, if applicable: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof)laws, ordinances, regulations, covenants and restrictions; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including excluding the obligation to pay Base Rent and Operating ExpensesRent. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of any or all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Omeros Corp)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the earlier to occur of (i) April 1, 2020, or (ii) if the Existing Lease (as defined below) terminates prior to March 31, 2020, the day immediately following the date Landlord Delivers that the Premises to TenantExisting Lease terminates. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 40 hereof. Landlord and Tenant acknowledge that Tenant occupied the Premises prior to the Commencement Date pursuant to that certain sub-sublease agreement between Iconic Therapeutics, Inc. (“Iconic”), and Tenant (as the same has been or may in the future be amended, the “Iconic Sub- Sublease”). The Iconic Sublease is subject to the existing lease between Landlord and the existing tenant of the Premises dated as of September 14, 2010 (as the same has been and may in the future be amended, the “Existing Lease”). Except as set forth in the Work Letter or as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. For the period of 90 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13) serving the Premises, unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the cost. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Ultragenyx Pharmaceutical Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”)) for Tenant’s construction of the Tenant Improvements pursuant to the Work Letter in Tenant Improvement Work Readiness Condition on or before the Target Commencement Date. If Landlord fails to timely Deliver the PremisesPremises on or before the Target Commencement Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant on or before October 1, 2020 (as such date may be extended for Force Majeure delays and delays caused by Tenant, the “Abatement Date”), then, commencing on the Rent Commencement Date, Base Rent payable with respect to the Premises shall be abated 1 day for each day from and including the Abatement Date (as such date may be amended for Force Majeure delays and delays caused by Tenant) that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date by May 1, 2021, for any reason other than Force Majeure Delays and Tenant Delaysdelays or delays caused by Tenant, this Lease may be terminated by Landlord or Tenant by providing written notice to the otherLandlord, and if so terminated by eitherTenant in accordance with this paragraph the Lease: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease, if any), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void terminate this Lease within 5 business days of the lapse of such 90 day periodby May 6, 2021, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. As provided hereinFor the avoidance of doubt, notwithstanding anything to the contrary contained in this Lease (including, without limitation, Section 34), any delays in Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion Delivery of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Premises to Tenant supplied nitrogen arising from or related to the Premises in locations mutually acceptable to Landlord and Tenantreplacement of the Fairview Avenue Bridge by the Seattle Department of Transportation shall constitute a Force Majeure delay. The “Commencement Date” shall be the date that Landlord Delivers the Premises to Tenant. The “Rent Commencement Date” shall be the date that is 10 months after the Commencement Date. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not limited or otherwise affect Landlord’s rights or obligations hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the any Extension Term Terms which Tenant may elect pursuant to Section 39 40 hereof. Except as set forth in the Work Letter or as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be Net Laboratory 1165 Eastlake/Adaptive - Page 3 conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including excluding the obligation to pay Base Rent and or Operating Expenses. For the period of 270 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building or Building Systems (as defined in Section 13), unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the cost. Tenant shall also be entitled to the benefit of any warranties issued to Landlord in connection with Landlord’s Work (as defined in the Work Letter). Tenant agrees and acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Adaptive Biotechnologies Corp)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void terminate this Lease within 5 10 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Arcturus Therapeutics Ltd.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not deliver the Premises to Tenant on or before the date that is 30 days after the Target Commencement Date (as such date may be extended by Force Majeure delays and Tenant Delays)(“Abatement Date”), the Base Rent payable by Tenant as of the Commencement Date shall be abated 1 day for each day after the Abatement Date (as such date may be extended for Force Majeure delays and Tenant Delays) that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherother (except that Landlord shall have no right to terminate this Lease other than in the event of Force Majeure), and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects to void this Lease within 5 15 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the earliest of: (i) the date Landlord Delivers the Premises to Tenant; (ii) the date Landlord could have Delivered the Premises but for Tenant Delays; and (iii) the date Tenant conducts any business in the Premises or any part thereof. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date Date, and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Landlord shall permit Tenant access to the Premises commencing on the date that is 30 days prior to the Commencement Date for Tenant’s installation and set up of its tele/data cabling, workstations and furniture, fixtures and equipment in the Premises (“FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant complies with the Lease and all other reasonable restrictions and conditions Landlord may impose. All such access shall be during normal business hours. Notwithstanding the foregoing, Tenant shall have no right to enter onto any portion of the Premises or the Project unless and until Tenant shall deliver to Landlord evidence reasonably satisfactory to Landlord demonstrating that any insurance required to be maintained by Tenant under Section 17 of this Lease is in full force and effect. Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses (including Utilities). Except as otherwise set forth in this Leasethe Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy For the period of the Premises by Tenant before 30 consecutive days after the Commencement Date Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be subject responsible for any repairs that are required to all be made to the Building or Building Systems (as defined in Section 13), unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expensescost. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Revolution Medicines, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver make the Premises available to Tenant on or before the Target Commencement Date, with LandlordDate and Tenant’s Work substantially Completed delivery of evidence of the insurance required hereby (“Delivery” or “Deliver”). Tenant shall have 60 days after Landlord’s Delivery of the Premises to Tenant reasonably to identify any material defects related to the major Building Systems (as defined in Section 13) serving the Premises, and Landlord will promptly repair such identified defects. On or before Landlord’s Delivery of the Premises to Tenant, Landlord shall perform all necessary work to cause the Building and Common Areas and all points of ingress/egress to be in compliance with all applicable Legal Requirements, including ADA (as such phrases are defined in Section 7). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 60 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, “Force Majeure Delays” means delays arising by reason of any Force Majeure (as defined in Section 34). If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business 30 days of the lapse of such 90 60 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure that if Landlord Delivers the Premises within such 30 day period and before Tenant elects to execute and deliver void this Lease, such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of right to void this Lease shall be the Base Term, as defined above on the first page of waived and this Lease shall remain in full force and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereineffect.

Appears in 1 contract

Samples: Lease Agreement (Bioveris Corp)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Laxxxxxx’x Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays (as defined in Section 34) delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 10 business days of the lapse of such 90 day periodperiod (as may be extended by Force Majeure delays and Tenant Delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided hereinNotwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a Government Mandate”), then, to the extent such Government Mandate precludes construction of Landlord’s Work” shall mean , the following work, which Target Commencement Date shall be completed at delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of Landlord’s cost Work. Landlord and expense: Tenant further acknowledge and agree that (i) remove as of the lab bench located date of this Lease, the City of San Diego (the “City”) is routinely taking longer to issue the permits and approvals (collectively, “Permits”) required for the design and construction of Landlord’s Work than the timeframes contemplated by Landlord in the northwestern portion development of the Premisesschedule for the completion of Landlord’s Work (the “Standard Issuance Period”), and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable extent the issuance of any Permits required for the design and/or construction of Landlord’s Work is delayed beyond the Standard Issuance Period (except for delays due to Landlord’s failure to timely provide the City with information requested from Landlord by the City (except to the extent that such delays arise due to Tenant’s failure to provide Landlord information requested from Tenant by Landlord)), then the Target Commencement Date shall be delayed 1 day for each day following the expiration of the Standard Issuance Period that the City fails to issue any such Permits (through and Tenantincluding the date that such Permits are issued by the City). Net Multi-Tenant Laboratory 5505 Morehouse – Suite 300/RayzeBio - Page 3 The “Commencement Date” shall be the earlier of: (i) the date Landlord Delivers the Premises to Tenant; or (ii) the date Landlord could have Delivered the Premises but for Tenant Delays. Upon request of Landlord, Tenant shall Texxxx xhall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s Texxxx’x failure to execute and deliver such acknowledgment shall not affect Landlord’s or Tenant’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and and, if exercised by Tenant, the Extension Term which Tenant may elect pursuant to Section 39 40 hereof. Landlord and Texxxx xcknowledge and agree that in order to accommodate Texxxx’x requested schedule for the Delivery of the Premises to Tenant, Landlord has undertaken the performance of Landlord’s Work pursuant to an accelerated construction schedule. If possible taking into account Laxxxxxx’x accelerated construction schedule, Landlord shall permit Tenant access to the Premises for Tenant’s installation and setup of furniture, fixtures and equipment (“FF&E Installation”) as of the earliest date that Landlord reasonably determines that Tenant’s FF&E Installation may be performed without resulting in a delay in Landlord’s completion of Landlord’s Work. Any period of early access to the Premises provided for FF&E Installation shall be coordinated with Landlord, and, during such period, Tenant shall comply with this Lease and all other reasonable restrictions and conditions Landlord may impose. All such access shall be during normal business hours unless otherwise agreed to by Landlord and Tenant. Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent or Operating Expenses. Except as otherwise set forth in this Leasethe Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts Texxxx xccepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy For the period of the Premises by Tenant before 365 consecutive days after the Commencement Date Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be subject responsible for any repairs that are required to all be made to the Building or Building Systems (as defined in Section 13), unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the terms and conditions cost of this Leasesuch repairs. In addition, Tenant shall have the benefit of any warranties issued to Landlord in connection with Landlord’s Work in the Premises, including the obligation to pay Base Rent and Operating ExpensesBuilding Systems serving the Premises. Tenant agrees Texxxx xgrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s Texxxx’x representations, warranties, acknowledgments and agreements contained herein. Landlord acknowledges that Tenant may utilize the address of the Premises prior to the Commencement Date for the purposes of applying for permits and taking other actions reasonably acceptable to Landlord to prepare for Tenant’s use of the Premises in accordance with the terms of this Lease.

Appears in 1 contract

Samples: Lease Agreement (RayzeBio, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date. Upon delivery to Tenant, with Landlord’s Work shall be Substantially Completed and the parking structure serving the Project in the location shown on Exhibit B will be substantially Completed complete and available for Tenant’s use (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 270 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherNet Laboratory 3013 Science Park/The Medicines Company - Page 25 Landlord, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease and Landlord will return any amounts paid to Landlord by Tenant pursuant to the terms of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 10 business days of the lapse of such 90 270 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As ; provided herein, “Landlord’s Work” shall mean that Tenant will have a second right to terminate this Lease in the following workevent Landlord has still not Delivered the Premises within 365 days of the Target Commencement Date for any reason other than Force Majeure delays and Tenant Delays, which shall right will be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion exercisable for a period of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant10 business days after such 365 day period. The “Commencement Date” shall be the earlier of: (i) the date Landlord Delivers the Premises to Tenant; or (ii) the date Landlord could have Delivered the Premises but for Tenant Delays. Notwithstanding anything to the contrary contained in this Lease, but provided Tenant is not in Default hereunder, Landlord hereby grants Tenant an abatement of the Base Rent payable during the period beginning on the Commencement Date and ending 10 months after the Commencement Date (“Base Rent Abatement”). Subject to the terms of Section 3(a) below, the first day of the 11th month after the Commencement Date shall be the “Rent Commencement Date.” In the event Landlord Delivers the Premises to Tenant more than 180 days after the Target Commencement Date (as extended for Force Majeure delays and Tenant Delays), the period of Base Rent Abatement and the Rent Commencement Date (and all subsequent rent increase dates) will be extended by an equivalent number of days that Delivery is delayed beyond the Target Commencement Date. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the any Extension Term Terms which Tenant may elect pursuant to Section 39 hereof. Except as set forth in the Work Letter or otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to Date with all applicable Legal Requirements (as defined in Section 7 hereof)Landlord’s Work Substantially Complete; (ii) Landlord shall have no obligation liability for any defects in the Premises, except as set forth herein or in the Work Letter; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any Tenant will not be permitted occupancy of the Premises by prior to the date upon which the Premises are Delivered to Tenant before the Commencement Date shall be subject to all of the terms and conditions of with Landlord’s Work Substantially Completed. Except as otherwise expressly set forth in this Lease, Lease (including the obligation to pay Base Rent and Operating Expenses. Work Letter), Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease (including all exhibits attached hereto and any side letters entered into by and between Landlord and Tenant in connection with this Lease) constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Delivery Date, with Landlord’s 's Work substantially Completed Substantially Completed. (“Delivery” such delivery of the Premises being referred to herein as "DELIVERY" or “Deliver”"DELIVER"). If Landlord shall endeavor to give at least fourteen (14) days advance notice of the date by which the Premises will be delivered in the condition required above, and from and after such notice, provided Tenant has provided a certificate of insurance, indicating that Tenant has obtained insurance of the types and in the amounts required to be maintained by Tenant pursuance to Section 17 hereof, Tenant shall have access to the Premises in order to prepare the same for its use and occupancy. Such early entry shall be subject to all the terms and conditions of this Lease, other than the payment of Rent and other charges due hereunder. The date on which such occupancy begins shall be referred to herein as the "EARLY OCCUPANCY DATE". The period between the Early Occupancy Date and the Rent Commencement Date is referred to herein as the "EARLY OCCUPANCY PERIOD". Except as specifically provided herein, if Landlord fails to timely Deliver the PremisesPremises on or before the Target Delivery Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided hereinvoidable. If Landlord does not Deliver the Premises within 90 60 days of after the Target Commencement Delivery Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e.ie., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Rent Commencement Date and is delayed beyond the expiration date Target Delivery Date as a result of Tenant Delays, then the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Target Delivery Date shall be subject deemed to all of be the Rent Commencement Date. As used herein, the terms "LANDLORD'S WORK," "TENANT DELAYS" and conditions of this Lease, including "SUBSTANTIALLY COMPLETED" shall have the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to meanings set forth for such terms in the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereinWork Letter.

Appears in 1 contract

Samples: Lease Agreement (Critical Therapeutics Inc)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Tl Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 120 days of the Target Commencement Date for any reason other than delays due to Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, ; and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “TI Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. “Force Majeure” shall have the meaning set forth in Section 34 of this Lease. If neither Landlord nor Tenant elects does not elect to void terminate this Lease within 5 business days of the lapse of such 90 120 day period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Relay Therapeutics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with LandlordXxxxxxxx’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays (as defined in Section 34) delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 10 business days of the lapse of such 90 day periodperiod (as may be extended by Force Majeure delays and Tenant Delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided hereinNotwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a Government Mandate”), then, to the extent such Government Mandate precludes construction of Landlord’s Work” shall mean , the following work, which Target Commencement Date shall be completed at delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of Landlord’s cost Work. Landlord and expense: Tenant further acknowledge and agree that (i) remove as of the lab bench located date of this Lease, the City of San Diego (the “City”) is routinely taking longer to issue the permits and approvals (collectively, “Permits”) required for the design and construction of Landlord’s Work than the timeframes contemplated by Landlord in the northwestern portion development of the Premisesschedule for the completion of Landlord’s Work (the “Standard Issuance Period”), and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable extent the issuance of any Permits required for the design and/or construction of Landlord’s Work is delayed beyond the Standard Issuance Period (except for delays due to Landlord’s failure to timely provide the City with information requested from Landlord by the City (except to the extent that such delays arise due to Tenant’s failure to provide Landlord information requested from Tenant by Landlord)), then the Target Commencement Date shall be delayed 1 day for each day following the expiration of the Standard Issuance Period that the City fails to issue any such Permits (through and Tenantincluding the date that such Permits are issued by the City). Net Multi-Tenant Laboratory 5505 Morehouse – Suite 300/RayzeBio - Page 3 The “Commencement Date” shall be the earlier of: (i) the date Landlord Delivers the Premises to Tenant; or (ii) the date Landlord could have Delivered the Premises but for Tenant Delays. Upon request of Landlord, Tenant Xxxxxx shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, TenantXxxxxx’s failure to execute and deliver such acknowledgment shall not affect Landlord’s or Tenant’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and and, if exercised by Tenant, the Extension Term which Tenant may elect pursuant to Section 39 40 hereof. Landlord and Xxxxxx acknowledge and agree that in order to accommodate Xxxxxx’s requested schedule for the Delivery of the Premises to Tenant, Landlord has undertaken the performance of Landlord’s Work pursuant to an accelerated construction schedule. If possible taking into account Xxxxxxxx’s accelerated construction schedule, Landlord shall permit Tenant access to the Premises for Tenant’s installation and setup of furniture, fixtures and equipment (“FF&E Installation”) as of the earliest date that Landlord reasonably determines that Tenant’s FF&E Installation may be performed without resulting in a delay in Landlord’s completion of Landlord’s Work. Any period of early access to the Premises provided for FF&E Installation shall be coordinated with Landlord, and, during such period, Tenant shall comply with this Lease and all other reasonable restrictions and conditions Landlord may impose. All such access shall be during normal business hours unless otherwise agreed to by Landlord and Tenant. Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent or Operating Expenses. Except as otherwise set forth in this Leasethe Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant Xxxxxx accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy For the period of the Premises by Tenant before 365 consecutive days after the Commencement Date Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be subject responsible for any repairs that are required to all be made to the Building or Building Systems (as defined in Section 13), unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the terms and conditions cost of this Leasesuch repairs. In addition, Tenant shall have the benefit of any warranties issued to Landlord in connection with Landlord’s Work in the Premises, including the obligation to pay Base Rent and Operating ExpensesBuilding Systems serving the Premises. Tenant Xxxxxx agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon TenantXxxxxx’s representations, warranties, acknowledgments and agreements contained herein. Landlord acknowledges that Tenant may utilize the address of the Premises prior to the Commencement Date for the purposes of applying for permits and taking other actions reasonably acceptable to Landlord to prepare for Tenant’s use of the Premises in accordance with the terms of this Lease.

Appears in 1 contract

Samples: Lease Agreement (RayzeBio, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Completion Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 180 days of the Target Commencement Completion Date for any reason other than delays caused by Tenant Delays and Force Majeure Delays and Tenant Delays(as defined in Section 34 below) provided that delays caused by Force Majeure shall not extend the Target Completion Date for more than an additional 90 days, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by either: (a) the Security Depositterminated, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 10 business days of the lapse of such 90 180 day periodperiod (as such date may be extended for delays caused by Tenant Delays and Force Majeure as provided for above), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to TenantLandlord’s Work is Substantially Completed. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the any Extension Term which Tenant may elect pursuant to Section 39 hereof40. Except as otherwise set forth in the Work Letter and this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including excluding the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Exelixis Inc)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 180 days of the Target Commencement Date (as extended for any reason other than Force Majeure Delays delays and Tenant Delays), this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), and all prepaid Base Rent, shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 180 day periodperiod (as extended for Force Majeure delays and Tenant Delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean If Landlord fails to Deliver any portion of the following work, which shall be completed at Landlord’s cost and expense: Premises (i) remove other the lab bench located in the northwestern pilot plant portion of the Premises) to Tenant within 45 days of the Target Commencement Date (as such date may be extended for Force Majeure and Tenant Delays, and (ii) provide nitrogen pipingthe “Outside Date”), drops and hook-ups Tenant shall be entitled, starting on the Commencement Date, to occupy the Premises, without the obligation to pay Base Rent, 1 days for Tenant supplied nitrogen to each day following the Outside Date until the Premises in locations mutually acceptable are Delivered to Tenant (“Free Base Rent Period”); provided, however, that if Landlord fails to Deliver the entire Premises by September 1, 2012 (as such date may be extended for Force Majeure and Tenant Delays, the “Further Outside Date”), Tenant shall be entitled, starting on the expiration of the Free Base Rent Period, to occupy the Premises, without the obligation to pay Base Rent, 2 days for each day following the Further Outside Date until the Premises are Delivered to Tenant. The “Commencement Date” shall be the earlier of (i) the date Landlord Delivers the Premises to TenantTenant or (ii) the date Landlord could have Delivered the Premises but for Tenant Delays; provided, however, in no event shall the Commencement Date occur prior to April 1, 2012. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date Date, and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the any Extension Term Terms which Tenant may elect pursuant to Section 39 40 hereof. Except as otherwise expressly set forth in this Lease: Lease (and the Work Letter): (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (Date with Landlord’s Work Substantially Complete as defined provided for in Section 7 hereof)the Work Letter; (ii) Landlord shall have no obligation liability for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Prior to the Commencement Date, Landlord shall cause a qualified third party consultant reasonably acceptable to Tenant (the “Mechanical Consultant”) to (i) perform operational testing and evaluation of the condition of all major mechanical equipment servicing the Building (including, without limitation, the back-up emergency generator), and (ii) prepare a written report of the results of such observation and testing (the “Mechanical Assessment”). If the Mechanical Consultant recommends replacement of any of the chiller, cooling tower, emergency back-up generator and/or heating hot water boiler (or if replacement of such equipment is otherwise deemed to be required as hereinafter provided), Landlord shall replace such items at Landlord’s sole cost (and not as an Operating Expense) on or before the Commencement Date as part of the conditions of Delivery. For the period of 12 months after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for the replacement of the chillers, cooling tower, generator and heating hot water boilers serving the Premises if such equipment fails and Landlord and Tenant mutually agree that such equipment requires replacement, unless such replacement was caused by the negligence or willful misconduct of Tenant or a Tenant Party (as defined below), in which case Tenant shall pay the cost to replace such item. In the event Landlord and Tenant disagree as to whether replacement is required, Landlord will cause the Mechanical Consultant to inspect the relevant equipment and issue his or her recommendation as to whether such equipment is in need of replacement. For purposes of this paragraph, equipment will be deemed to require replacement when such equipment if repaired rather than replaced, would suffer a material decrease in performance or would require consistent repairs to maintain functionality. Tenant agrees and acknowledges that that, except as expressly set forth in this Lease and the Work Letter, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease along with all of the exhibits attached hereto constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Verenium Corp)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Phase I Premises to Tenant on or before the Phase I Target Commencement Date, with Landlord’s Work substantially Completed Date (“Delivery” or “Deliver”)) and to Deliver the Phase II Premises to Tenant on or before the Phase II Target Commencement Date, in each case broom clean with all personal property and furnishings/furniture removed and with all existing construction improvements remaining in place. If Landlord fails to timely Deliver the Premises or the Phase I Premises or the Phase II Premises, except as provided herein, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, therefrom and this Lease shall not be void or voidable except voidable. Landlord and Tenant acknowledges that the Phase I Premises and Phase II Premises are currently occupied by another tenant, Le Cordon Bleu (“LCB”), and, as provided hereindescribed below, Landlord intends to enter into an Amendment to Lease (the “LCB Amendment”) providing for LCB to vacate and yield up the Phase I Premises by the Target Commencement Date for Phase I and to vacate and yield up the Phase II Premises by the Target Commencement Date for Phase II. The LCB Amendment provides that for each seven-day period commencing July 13, 2015 that LCB fails to so vacate and yield up the Phase I Premises, or portion thereof, LCB shall be obligated to pay an amount equal to its Base Rent on the Phase I Premises for a one month period (“Delay Payment”). (For example, if LCB vacates and yields up on July 19, 2015, LCB will be obligated to pay an amount equal to its Base Rent for a one month period. In addition, the LCB Amendment provides that for each seven-day period commencing January 15, 2016 that LCB fails to so vacate and yield up the Phase II Premises, or portion thereof, LCB shall be obligated to pay an amount equal to its Base Rent on the Phase II Premises for a one month period (also “Delay Payment”). If and to 215 First/Bluebird Bio - Page 3 the extent LCB is responsible for and actually makes Delay Payments, Landlord shall make such Delay Payments available to Tenant as a credit against Base Rent next coming due hereunder. Landlord agrees to use commercially reasonable efforts, excluding eviction of LCB from other space, to recover Delay Payments. If Landlord does not Deliver the Phase I Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and to Tenant Delaysby September 1, 2015, Tenant may elect to terminate this Lease may be terminated by Landlord or Tenant by written notice to Landlord within ten (10) business days after September 1, 2015. If Tenant does not void this Lease within such time period, this Lease shall continue in force and effect. If Landlord does not Deliver the otherPhase II Premises to Tenant on or before January 31, and if so terminated 2016, Tenant may elect to delete the Phase II Premises from the Premises by either: written notice to Landlord within ten (a10) business days after January 31, 2016. If Tenant makes such election, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), Phase II Premises shall be returned to Tenantdeleted from the Premises, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except Lease with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day periodPhase II Premises, such right to void this Lease shall be waived and this Lease shall remain continue in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen effect with respect to the Premises Phase I Premises. If Tenant does not make such election within such time period, this Lease shall continue in locations mutually acceptable to Landlord force and Tenanteffect. The “Commencement Date” shall be the date Landlord Delivers the Phase I Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Notwithstanding anything to the contrary contained in this Lease, Tenant and Landlord acknowledge and agree that the effectiveness of this Lease shall be subject to the following condition precedent (“Condition Precedent”) having been satisfied: Landlord shall have entered into the LCB Amendment on or before June 30, 2015, with LCB which LCB Amendment shall be on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute discretion, including without limitation a requirement that the Extension Term existing tenant construct the demising wall between the Phase II Space and space to be retained by LCB as shown on the Plan attached hereto as Exhibit A prior to the Delivery of the Phase II Premises. In the event that the Condition Precedent is not satisfied, either party shall have the right to terminate this Lease upon delivery of written notice to the other party, and if so terminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant may elect pursuant shall have any further rights, duties or obligations under this Lease, except with respect to Section 39 hereofprovisions which expressly survive termination of this Lease. Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to cause the Condition Precedent to be satisfied. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be , subject to all of the terms and conditions of this Lease, including . Tenant agrees to construct such demising walls as are required and shown on the obligation Plan attached on Exhibit A-1 to pay Base Rent and Operating Expensesdemise the Phase I Space from the Phase II Space within 30 days after Delivery of the Phase I Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and 215 First/Bluebird Bio - Page 4 supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: License Agreement (Bluebird Bio, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with LandlordXxxxxxxx’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Notwithstanding anything to the contrary contained herein, if Landlord does not fails to Deliver the Premises within 90 to Tenant (i) on or before the date that is 60 days of after the Target Commencement Date (as such date may be extended for any reason other than Force Majeure Delays delays and Tenant Delays) (“Initial Abatement Date”), this Lease Base Rent shall be abated 1 day for each day after the Initial Abatement Date (as such date may be terminated by extended for Force Majeure delays and Tenant Delays) that Landlord or Tenant by written notice fails to Deliver the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned Premises to Tenant, and (bii) neither Landlord nor on or before the date that is 90 days after the Target Commencement Date (as such date may be extended for Force Majeure delays and Tenant shall have any further rightsDelays) (“Second Abatement Date”), duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease Base Rent shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean abated 2 days for each day after the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Second Abatement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall such date may be conclusive evidence that Multi-Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.Laboratory One Xxxxxxx Square/Korro – Page 3

Appears in 1 contract

Samples: Lease Agreement (Frequency Therapeutics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”)) for Tenant’s construction of the Tenant Improvements pursuant to the Work Letter in Tenant Improvement Work Readiness Condition on or before the Target Commencement Date. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 150 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delaysdelays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease)) and any prepaid Base Rent, shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease.. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 10 business days of the lapse of such 90 150 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Atreca, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, vacant, broom clean and free of all occupants, personal property and debris, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely so Deliver the PremisesPremises on or before the Target Commencement Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 60 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherother (except that Landlord shall have no right to terminate this Lease other than in the event of Force Majeure), and if so terminated by either: (a) any Rent paid prior to the date of such termination (except any Rent paid for any time period that Tenant occupied the Premises and conducted its business therein) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the work letter attached to this Lease as Exhibit F (“Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 60 day periodperiod pursuant to this Section 2, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “In addition to Landlord’s Work, Landlord shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located install carpet in the northwestern portion break room area only of the premises located directly above the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen . Landlord shall endeavor to complete such carpet installation prior to the Premises in locations mutually acceptable to Landlord and TenantCommencement Date. The “Commencement Date” shall be the earlier of: (i) the date Landlord Delivers the Premises to Tenant; and (ii) the date Landlord could have Delivered the Premises but for Tenant Delays; provided, however, that in no event shall the Commencement Date occur prior to February 1, 2012. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit DG; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on in the first page of this Basic Lease Provisions and the Extension Term which Tenant may elect pursuant to Section 39 34 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. The Premises shall be delivered to Tenant without any furniture. Subject to the provisions of Section 6 of the Work Letter, Landlord shall permit Tenant access to the Premises commencing on the date that is 30 days prior to the Commencement Date for Tenant’s installation and set up of its operational wiring and work stations, furniture and other equipment in the Premises (“FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant complies with the Lease and all other reasonable restrictions and conditions Landlord may impose. All such access shall be during normal business hours. Any occupancy of access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including excluding the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease (Sage Therapeutics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlordfor Tenant’s Work substantially Completed under the Work Letter within 5 days of full execution of this Lease and Tenant’s delivery of evidence of the insurance required hereby and by the Work Letter (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 15 days after full execution of this Lease and the Target Commencement Date delivery of Tenant’s insurance certificates to Landlord for any reason other than Force Majeure Delays and Tenant Delaysreason, this Lease may shall be terminated voidable by Landlord or Tenant by written notice to Landlord. If Landlord is unable despite the otherexercise of reasonable efforts to Deliver the Premises within 60 days after full execution of this Lease and the delivery of Tenant’s insurance certificates to Landlord, and if this Lease shall be voidable by Landlord by written notice to Tenant. If this Lease is so terminated voided by either: (a) so long as Tenant is not in default hereunder, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), Deposit shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant voids this Lease as described above, this Lease shall remain in full force and effect. If neither party elects to void this Lease within 5 business days of the lapse of such 90 day the applicable time period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereinwaived.

Appears in 1 contract

Samples: Lease Agreement (Xcyte Therapies Inc)

Delivery; Acceptance of Premises; Commencement Date. Commencing on the date that is 1 business day after the mutual execution and delivery of this Lease by the parties (the “Delivery Date”), Landlord shall use permit Tenant access to the Premises for Tenant’s installation and set-up of its furniture, fixtures and equipment in the Premises (collectively, “FF&E Installation”), provided that such FF&E installation is coordinated with Landlord, and Tenant complies with this Lease and all other reasonable restrictions and conditions Landlord may impose during the FF&E Installation. All such access shall be during normal business hours. Notwithstanding the foregoing, Tenant shall have no right to enter onto any portion of the Premises or the Project unless and until Tenant shall deliver to Landlord evidence reasonably satisfactory to Landlord demonstrating that the insurance required to be carried by Tenant pursuant to Section 17 is in full force and effect. Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses (so long as Tenant does not operate its business in all or any portion of the Premises during such period, in which case Base Rent and Operating Expenses shall be payable). The “Commencement Date” shall be the date that is 14 days after the Delivery Date. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s or Tenant’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page on this Lease. Notwithstanding the foregoing, Landlord and Tenant acknowledge that as of the date of this Lease, the County of San Mateo has placed a moratorium on construction and related activities in the county as part of its efforts to deliver slow the Premises to Tenant on transmission of COVID-19 (such moratorium and any extensions or before replacements thereof for the Target Commencement Datepurposes of slowing the transmission of COVID-19 by any applicable governmental entity, with Landlord’s Work substantially Completed (the Delivery” or “DeliverMoratorium”). If Landlord fails To the extent that the Moratorium precludes or materially restricts activities required to timely Deliver prepare space for the operation of research and development/biotech companies in the County of San Mateo of the type that would preclude or materially restrict Tenant from performing the FF&E Installation required for Tenant’s occupancy of the Premises or otherwise preparing the Premises for occupancy or from moving into the Premises, Landlord then the Commencement Date shall not be liable delayed 1 day for each day that such Moratorium remains in effect; provided, however, that to the extent that Tenant is precluded or materially restricted due to the existence of the Moratorium from substantially completing the FF&E Installation required for any loss or damage resulting therefrom, Tenant’s use and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver occupancy of the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delaysby July 1, 2020, then this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 day periodby July 8, 2020, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean During the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of LandlordTerm, Tenant shall execute have the right to use the furniture, fixtures and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” equipment belonging to Landlord shown on Exhibit A attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect located within the Premises on the Commencement Date (“Landlord’s rights hereunderFF&E”). The “Term” Tenant shall have no right to remove any of this Lease Landlord’s FF&E from the Premises and Landlord’s FF&E shall be returned to Landlord at the Base Termexpiration or earlier termination of the Term in substantially the same condition as received by Tenant, as defined above on the first page of this Lease except for ordinary wear and the Extension Term which Tenant may elect pursuant to Section 39 hereoftear and casualty. Except as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy Notwithstanding anything to the contrary contained herein, for the period of the Premises by Tenant before 30 consecutive days after the Commencement Date Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be subject responsible for any repairs that are required to all be made to the Building or Building Systems (as defined in Section 13). unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the terms and conditions cost. In addition, Tenant shall have the benefit of this Lease, including any existing warranties issued to Landlord with respect to the obligation to pay Base Rent and Operating ExpensesBuilding Systems serving the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Graphite Bio, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers earlier to occur of (i) October 1, 2020, or (ii) the Premises day after the termination of the Existing Lease (as defined below), if the Existing Lease terminates prior to TenantSeptember 30, 2020. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Base Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Landlord and Tenant acknowledge and agree that, as of the date hereof, the Premises is currently subject to a lease agreement (as the same has been and may in the future may be amended, the “Existing Lease”) between Landlord and Vividion Therapeutics, Inc., a Delaware corporation (“Vividion”). Tenant agrees that Landlord has no obligation under this Lease with respect to the Premises prior to the Commencement Date. As of the date of this Lease, Tenant occupies the Premises pursuant to a sublease agreement between Vividion and Tenant (the “Existing Sublease”). Commencing on the Commencement Date, Landlord shall make available to Tenant a tenant improvement allowance equal to $10.00 per rentable square foot of the Premises, or $124,420 in the aggregate (the “TI Allowance”) for the payment of design, permit and construction costs incurred in connection with the construction of non-structural, cosmetic improvements in the Premises desired by and performed by Tenant and which improvements shall be of a fixed and permanent nature, as reasonably approved by Landlord (the “Tenant Improvements”). Tenant acknowledges that upon the expiration of the Term of the Lease, the Tenant Improvements paid for out of the TI Allowance shall become the property of Landlord and may not be removed by Tenant. Except for the TI Allowance, Tenant shall be solely responsible for all of the costs of the Tenant Improvements. The Tenant Improvements shall be treated as Alterations and shall be undertaken pursuant to Section 12 of this Lease. The contractor for the Tenant Improvements shall be selected by Tenant, subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Prior to the commencement of the Tenant Improvements, Tenant shall deliver to Landlord a copy of any contract with Tenant’s contractors (including the architect), and certificates of insurance from any contractor performing any part of the Tenant Improvements evidencing industry standard commercial general liability, automotive liability, “builder’s risk”, and workers’ compensation insurance. Tenant shall cause the general contractor to provide a certificate of insurance naming Landlord, Alexandria Real Estate Equities, Inc., and Landlord’s lender (if any) as additional insureds for the general contractor’s liability coverages required above. During the course of design and construction of the Tenant Improvements, Landlord shall reimburse Tenant for the cost of the Tenant Improvements once a month against a draw request in Landlord’s standard form, containing evidence of payment of the applicable costs and lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the Tenant Improvements (and prior to any final disbursement of the TI Allowance) Tenant shall deliver to Landlord the following items: (i) statements setting forth the names of all contractors and subcontractors who did work on the Tenant Improvements and final lien waivers from all such contractors and subcontractors; and (ii) “as built” plans or marked-up construction drawings for the Tenant Improvements. Landlord shall be entitled to receive the benefit of all construction warranties and manufacturer’s equipment warranties relating to equipment installed in the Premises as part of the Tenant Improvements. Notwithstanding the foregoing, if the cost of the Tenant Improvements exceeds the TI Allowance, Tenant shall be required to pay such excess prior to the distribution of the then-remaining unpaid TI Allowance. The TI Allowance shall only be available for use by Tenant for the construction of the Tenant Improvements until the date that is 6 months after the Commencement Date, and any portion of the TI Allowance which has not been requested for reimbursement by Tenant pursuant to the terms of this paragraph on or before the date that is 6 months after the Commencement Date shall be forfeited and shall not be available for use by Tenant. Notwithstanding anything to the contrary contained in this Lease, Tenant and Landlord acknowledge and agree that the effectiveness of this Lease shall be subject to the following conditions precedent (collectively, the “Conditions Precedent”) having been satisfied: (i) Vividion shall have waived in writing its right to extend the term of the Existing Lease, and (ii) the tenant that has a right of first refusal with respect to the Premises, waiving its right of first refusal, all on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute discretion. In the event that the Conditions Precedent are not satisfied, Landlord shall have the right to terminate this Lease upon delivery of written notice to Tenant. Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to cause the Conditions Precedent to be satisfied. Except as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession occupancy of the Premises pursuant to the Existing Sublease shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy as of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating ExpensesDate. Tenant agrees and acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (ONCOSEC MEDICAL Inc)

Delivery; Acceptance of Premises; Commencement Date. Tenant is as of the date hereof occupying approximately 23,000 square feet of the Premises (the "AVIGEN SPACE") and the balance (the "LUCENT SPACE") is leased by Lucent Technologies, Inc. ("LUCENT") from Landlord pursuant to a Lease dated as of June 1, 1998, by and between Landlord and Ascend Communications, Inc., Lucent's predecessor (the "LUCENT LEASE"). The Lucent Space is subleased to Tenant pursuant to a Sublease dated as of February 1, 2000, by and between Lucent and Tenant (the "SUBLEASE"). Landlord shall use reasonable efforts to deliver the Premises Lucent Space to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed Date (“Delivery” "DELIVERY" or “Deliver”"DELIVER"). If Landlord fails to timely Deliver the PremisesLucent Space, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except voidable; provided, however, that Tenant shall not be obligated to pay Rent with respect to the Lucent Space until Landlord Delivers such space to Tenant. The "COMMENCEMENT DATE" of this Lease shall be the earlier of (i) the Lucent Space Commencement Date (as provided hereindefined below) and (ii) May 15, 2003. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date Lucent Lease terminates before June 30, 2003, for any reason other than Force Majeure Delays and a default by Tenant Delaysunder the Sublease, then this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except commence with respect to provisions which expressly survive the Lucent Space as of the date of termination of this Lease. If neither Landlord nor Tenant elects to void this the Lucent Lease within 5 business days of the lapse of and such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” date shall be the date Landlord Delivers the Premises to Tenant"LUCENT COMMENCEMENT DATE" hereunder. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date commencement of the Term hereof with respect to each of the Avigen Space and the Lucent Space, as applicable, and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit EXHIBIT D; provided, however, Tenant’s 's failure to execute and deliver such acknowledgment shall not affect Landlord’s 's rights hereunder. The “Term” "TERM" of this Lease shall be the Base Term, as defined above on the first page of this Lease Term and the any Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise Notwithstanding anything set forth in herein to the contrary, if Landlord terminates the existing Lease by and between Landlord and Tenant with respect to the Avigen Space (the "EXISTING LEASE") as a result of any breach or default by Tenant thereunder, or if Lucent terminates the Sublease as a result of any breach or default by Tenant as sublessee thereunder, then Landlord shall have the right to terminate this Lease: (i) Lease by written notice to Tenant at any time following the termination of the Existing Lease or the Sublease. Tenant shall accept the Premises Avigen Space and the Lucent Space in their condition as of the Commencement Datedate of delivery of each such space to Tenant, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) laws, ordinances, regulations, covenants and restrictions. Landlord shall have no obligation for any defects in the Premises; and (iii) . Tenant’s 's taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy by Tenant of the Premises by Tenant Lucent Space hereunder before the Commencement Date May 15, 2003, shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of any or all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s 's business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s 's representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Avigen Inc \De)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 120 days of the Target Commencement Date for any reason other than Force Majeure Delays delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, (b) any prepaid Base Rent actually delivered by Tenant to Landlord shall be returned to Tenant, and (bc) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 120 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Vividion Therapeutics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, Date with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays (as defined in Section 34) delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), and any prepaid Base Rent, shall be promptly returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided hereinLandlord and Tenant acknowledge and agree that, as of the date of this Lease, a global pandemic has been declared with respect to COVID-19 (which is a Force Majeure event) which may delay Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion Delivery of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen . Notwithstanding anything to the Premises in locations mutually acceptable contrary contained herein, the Target Commencement Date shall be extended 1 day for each day the Landlord’s design and/or construction of Landlord’s Work is delayed due to Landlord and TenantCOVID-19 related delays. The “Commencement Date” shall be the earlier of: (i) the date Landlord Delivers the Premises to TenantTenant with Landlord’s Work Substantially Completed; and (ii) the date Landlord could have Delivered the Premises but for Tenant Delays. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Subject to the provisions of Section 6 of the Work Letter, Landlord shall permit Tenant access to the Premises for a period of up to 45 days prior to the Commencement Date for Tenant’s installation and setup of furniture, fixtures and equipment and Tenant’s installation of cabling (collectively, “FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant complies with this Lease and all other reasonable restrictions and conditions Landlord may impose. All such access shall be during normal business hours. Any access to the Extension Term which Premises by Tenant may elect pursuant before the Commencement Date shall be subject to Section 39 hereofall of the terms and conditions of this Lease, excluding the obligation to pay Base Rent or Operating Expenses. Except as set forth in the Work Letter or as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy For the period of the Premises by Tenant before 30 consecutive days after the Commencement Date Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be subject responsible for any repairs that are required to all be made to the Building Systems serving the Premises, unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the terms cost. Tenant shall also be entitled to the benefit of any warranties issued to Landlord in connection with Landlord’s Work. Nothing in this paragraph shall limit Landlord’s maintenance and conditions repair obligations under Section 13 of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Avidity Biosciences, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date that is 1 business day after the mutual execution and delivery of this Lease by the parties. Landlord Delivers shall deliver the Premises to TenantTenant on the Commencement Date in vacant, broom clean condition free and clear of other tenants and occupants. The “Rent Commencement Date” shall be date that is 30 days after the Commencement Date. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Notwithstanding anything to the contrary contained herein, if Tenant and Landlord’s affiliate enter into the Long Term Lease and Tenant exercises its right to terminate the Extension Long Term which Tenant may elect Lease pursuant to Section 39 hereof2 thereof, then Tenant shall have the right, by delivery of written notice (the “480 Termination Notice”) to Landlord, to terminate this Lease effective as of the date set forth in the 480 Termination Notice (the “480 Termination Date”); provided, however, that in no event shall the 480 Termination Date occur prior to the date that is 90 days after the date of the 480 Termination Notice or after the date that is 12 months after the date of the 480 Termination Notice. If the Long Term Lease terminates prior to the anticipated Long Term Lease Commencement Date due to a default by Tenant under the Long Term Lease (beyond any applicable notice and cure periods), then this Lease shall terminate on the later of (A) February 28, 2022, and (B) the date that is 30 days after such termination of the Long Term Lease. Except as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their “as-is” condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including excluding the obligation to pay Base Rent and Operating Expenses. For the period of 30 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13) serving the Premises, unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the cost. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Werewolf Therapeutics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed Date (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 60 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delaysdelays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 60 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date Date, and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease Lease, and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy For the period of the Premises by Tenant before 30 consecutive days after the Commencement Date Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be subject responsible for any repairs that are required to all be made to the Building or Building Systems (as defined in Section 13), unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expensescost. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Seres Therapeutics, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, . Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, provided that delays caused by Force Majeure shall not extend the Target Completion Date for more than an additional 90 days, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Force Majeure Delays,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day periodperiod (as such date may be extended for delays caused by Tenant Delays and Force Majeure as provided for above), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Calithera Biosciences, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises for any reason other than Force Majeure Delays and Tenant Delays, Tenant shall have the following rights and remedies: (a) for every day of delay by Landlord after the Target Commencement Date for the first 30 days after the Target Commencement Date, Tenant shall be entitled to a rent credit, for each such day, equal to 1/30th of the monthly Base Rent payable for the Premises following the Commencement Date, which rent credit may be credited immediately by Tenant against Rent due for the Initial Premises as well as the Premises (if and when delivered), provided, however Tenant shall not be required to pay any Rent for the Premises until Delivered; and (b) if Landlord fails to Deliver the Premises within 30 days of the Target Commencement Date (other than as a result of Force Majeure Delays and Tenant Delays), Tenant shall have the right to make one of the following elections upon written notice to Landlord: (i) to terminate this Lease (and Tenant shall specify the termination date for the Initial Premises in such notice, which shall be no later than April 30, 2005); or (ii) to elect to continue to receive the rent credit specified above until the Premises are Delivered or until Tenant elects to terminate this Lease for the Premises, . Tenant agrees that the rent credit described in this paragraph is Tenant’s sole damage remedy (together with its termination rights) for delay in the Delivery of the Premises and Landlord shall not be liable to Tenant for any loss or damage resulting therefromfrom Landlord’s failure to deliver the Premises to Tenant. Notwithstanding anything to the contrary contained in this Lease, under no circumstances shall the term of this Lease with respect to the Initial Premises extend beyond April 30, 2005, and this Lease Tenant shall not be void or voidable except as provided hereinhave no right to occupy the Initial Premises after April 30, 2005. If Tenant elects to terminate the Lease, Tenant shall provide Landlord does not Deliver with written notice of Tenant’s election no later than 30 days after the Premises within 90 date that is 30 days of after the Target Commencement Date (as the same is extended for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other), and if so terminated by eitherterminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, Tenant and (b) neither Landlord nor Tenant shall shaft have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenants’ Work,” “Force Majeure Delays,” “Tenant Delays” and “Substantially Completed” shaft have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects fails to void elect to terminate this Lease within 5 business days of the lapse of such 90 day periodtime period provided for in this paragraph, such Tenant’s right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the earliest of: (i) the date Landlord Delivers the Premises to TenantTenant (ii) the date Landlord could have Delivered the Premises but for Tenant Delays; and (iii) the date Tenant conducts any material amount of business in the Premises or any part thereof. Upon request of Landlordeither party hereto, Tenant the other party hereto shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenantsuch party’s failure to execute and deliver such acknowledgment shall not affect Landlordthe other party’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the any Extension Term Terms which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: the Work Letter (including, but not limited to the requirement that Landlord Substantially Completes Landlord’s Work): (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease. For the period of 60 consecutive days after the Commencement Date, including Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the obligation to Building or Building Systems (as defined in Section 13), unless Tenant was responsible for the cause of such repair, in which case Tenant shall pay Base Rent and Operating Expensesthe cost. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (MAP Pharmaceuticals, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers earlier to occur of (i) December 1, 2014, or (ii) the Premises day after the termination of the Fxxx Xxxxxxxxxx Lease (as defined below), if the Fxxx Xxxxxxxxxx Lease terminates prior to TenantNovember 30, 2014. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Net Multi-Tenant Laboratory 1616 Eastlake/Atossa - Page 2 Landlord and Tenant acknowledge and agree that, as of the date hereof, the Premises is currently subject to that certain Lease Agreement now between Landlord and Fxxx Xxxxxxxxxx Cancer Research Center, a Washington non-profit corporation (“Fxxx Xxxxxxxxxx”), dated January 16, 2004 (as the Extension Term which same has been and may in the future may be amended, the “Fxxx Xxxxxxxxxx Lease”). Tenant may elect agrees that Landlord has no obligation under this Lease prior to the Commencement Date. As of the date of this Lease, Tenant occupies the Premises pursuant to Section 39 hereofthat certain Sublease Agreement between Fxxx Xxxxxxxxxx and Tenant dated as of December 9, 2011 (as the same has been and may in the future be amended, the “Fxxx Xxxxxxxxxx Sublease”). Except as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iiiii) Tenant’s taking possession occupancy of the Premises pursuant to the terms of the Fxxx Xxxxxxxxxx Sublease shall be conclusive evidence that Tenant accepts the Premises in its “as-is” condition and that the Premises were are in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expensescondition. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Atossa Genetics Inc)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Area A Premises to Tenant on or before the Target Area A Commencement Date, with the Area B Premises to Tenant on or before the Area B Commencement Date, and the Area C Premises to Tenant on or before the Area C Commencement Date. Landlord’s Work substantially Completed (“Delivery” 's delivery of the Area A Premises, the Area B Premises or “Deliver”)the Area C Premises shall be referred to herein as "DELIVERY" or "DELIVER". If Landlord fails to timely Deliver any of the Area A Premises, the Area B Premises or the Area C Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If , but the payment of rent shall xxxxx until the date that Landlord does not shall actually Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects to void this Lease within 5 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen . Notwithstanding anything to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlordcontrary herein, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the each portion of the Premises in their condition as of the Area A Commencement Date, the Area B Commencement Date, and the Area C Commencement Date respectively, subject to all applicable Legal Requirements (as defined in Section 7 hereof)laws, ordinances, regulations, covenants and restrictions; (ii) Landlord shall have no obligation for any defects in the Premises; and (iiiii) Tenant’s 's taking possession of the Premises shall be conclusive evidence that that the Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of Area A prior to the Premises Area A Commencement Date, or Area C prior to the Area C Commencement Date by Tenant before the any Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent Rent. Tenant shall be entitled to use all of the common areas of the Premises after the Area B Commencement Date. Tenant shall have access to the Premises prior to any Commencement Date for the purposes of installing Tenant's equipment and Operating Expenses. preparing for occupancy as set forth in the Work Letter attached as Exhibit B. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of any or all or any portion of the Premises or the ProjectPremises, and/or the suitability of the Premises or the Project for the conduct of Tenant’s 's business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s 's representations, warranties, acknowledgments and agreements contained herein. Upon the expiration or earlier termination of this Lease, upon the election of Landlord, Tenant shall return the Area B Premises to Landlord in substantially the condition shown on EXHIBIT G, "Condition of Area B Upon Termination". Any alterations or improvements made by Tenant during the Term which are not shown on EXHIBIT G will be removed by Tenant at Tenant's sole cost prior to the Termination Date at Landlord's election.

Appears in 1 contract

Samples: Lease Agreement (SGX Pharmaceuticals, Inc.)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall construct the Building in general conformance with the Construction Drawings dated August 5, 2005, prepared by Dxxxxx Gxxxxx Associates. Landlord shall have the right to modify such Construction Drawings in Landlord’s sole discretion; provided, however, that such modifications do not preclude or significantly restrict Tenant’s use of the Premises for the Permitted Use and further provided that Landlord shall notify Tenant of any material modifications to the Construction Drawings materially impacting Tenant’s use of the Premises for the Permitted Use. The Building shell shall include the items described on Exhibit H attached hereto. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days 6 months of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and and, if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenants’ Work,” "Force Majeure Delays,” "Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects to void this Lease within 5 10 business days of the lapse of such 90 day 9 month period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Sirna Therapeutics Inc)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed Date (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to deliver the Premises to Tenant (i) by the date that is 30 days after the Target Commencement Date (as such date may be extended for Force Majeure (as defined in Section 34) delays) (the “Initial Abatement Date”), Base Rent shall be abated 1 day for each day after the Initial Abatement Date (as such date may be amended for Force Majeure delays) through the Second Abatement Date that Landlord fails to deliver the Premises to Tenant, and (ii) by the date that is 90 days after the Target Commencement Date (as such date may be extended for Force Majeure delays) (the “Second Abatement Date”), Base Rent shall be abated 2 days for each day after the Second Abatement Date (as such date may be amended for Force Majeure delays) that Landlord fails to deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 90 180 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delaysdelays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTxxxxx: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If neither Landlord nor Tenant elects does not elect to void this Lease within 5 business days of the lapse of such 90 180 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (GreenLight Biosciences Holdings, PBC)

Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work substantially Completed (“Delivery” or “Deliver”) the portion of the Premises not subject to the UofW Sublease (as defined below) (the “Non-Sublease Premises”) on the date that is 1 day after the expiration or earlier termination of the UofW Lease (as defined below), which Delivery is expected to occur on January 1, 2017 (the “Target Commencement Date”). If Landlord fails to timely Deliver the Non-Sublease Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Non-Sublease Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure Delays and Tenant Delays(as defined in Section 34 hereof) delays, this Lease may be (a) terminated in its entirety by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (ai) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (bii) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease, or (b) terminated with respect to the Non-Sublease Premises only, in which case Landlord shall, within 60 days of such election, cause the remaining Premises (which shall not include any portion of the Non-Sublease Premises) to be re-measured by JPC Architects in accordance with the BOMA Standard of Measurement (ANSI/BOMA Z65.1-2010), and this Lease shall be amended so as to (x) appropriately adjust the rentable square footage in the definitions of “Premises” and “Rentable Area of Premises”, and (y) appropriately adjust the amount set forth in the definition of “Tenant’s Share of Operating Expenses”. For the avoidance of doubt, if this Lease is terminated with respect to the Non-Sublease Premises only, Tenant shall not be required to pay Base Rent or Operating Expenses with respect to the Non-Sublease Premises. If neither Landlord nor Tenant elects does not elect to void terminate this Lease (either in its entirety or with respect to the Non-Sublease Premises as provided in this paragraph) within 5 10 business days of the lapse of such 90 day period, as applicable, such right to void so terminate this Lease shall be waived and this Lease shall remain in full force and effect. As provided herein, “Landlord’s Work” shall mean the following work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant. The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

Appears in 1 contract

Samples: Lease Agreement (Immune Design Corp.)

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