Lessee Improvements Lessee shall not make or allow to be made any alterations or physical additions in or to the leased premises without first obtaining the written consent of Lessor, which consent shall not be unreasonably withheld. Any alterations, physical additions or improvements to the leased premises made by Lessee shall at once become the property of Lessor and shall be surrendered to Lessor upon the termination of this Lease provided that Lessee shall be entitled to retain the property listed on Exhibit A attached hereto, and provided further that, Lessor, at its option, may require Lessee to remove any physical additions and/or repair any alterations in order to restore the leased premises to the condition existing at the time Lessee took possession, reasonable wear and tear excepted, all costs of removal and/or alterations to be borne by Lessee. This clause shall not apply to moveable equipment of furniture owned by Lessee, which may be removed by Lessee at the end of the term of this Lease if Lessee is not then in default and if such equipment and furniture are not then subject to any other rights, liens and interests of Lessor.
Tenant Work Before commencing any repair or Alteration (“Tenant Work”), Tenant shall deliver to Landlord, and obtain Landlord’s approval of, (a) names of contractors, subcontractors, mechanics, laborers and materialmen; (b) evidence of contractors’ and subcontractors’ insurance; and (c) any required governmental permits. Tenant shall perform all Tenant Work (i) in a good and workmanlike manner using materials of a quality reasonably approved by Landlord; (ii) in compliance with any approved plans and specifications, all Laws, the National Electric Code, and Landlord’s construction rules and regulations; and (iii) in a manner that does not impair the Base Building. If, as a result of any Tenant Work, Landlord becomes required under Law to perform any inspection, give any notice, or cause such Tenant Work to be performed in any particular manner, Tenant shall comply with such requirement and promptly provide Landlord with reasonable documentation of such compliance. Landlord’s approval of Tenant’s plans and specifications shall not relieve Tenant from any obligation under this Section 7.3. In performing any Tenant Work, Tenant shall not use contractors, services, labor, materials or equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with any workforce or trades engaged in performing other work or services at the Project.
Landlord Work In accordance with the mutually acceptable space plan dated January 4, 2012 prepared by Xxxxxxxx Xxxx Xxxxxxx Architects (the “Approved Plan”) attached hereto, Landlord shall perform the following work (collectively, the “Landlord Work”): · Build out 4 offices · Install a door to connect Suites 205 and 230 · Provide appropriate surfaces and air handling · Investigate the addition of an 8’ hood in lab Landlord shall cause the Landlord Landlord shall use commercially reasonable efforts to cause the Landlord Work to be constructed in a good and workmanlike manner, substantially in accordance with the Approved Plan and in compliance with applicable laws and covenants, conditions and restrictions in effect as of the date of such completion, and in good condition and working order. The Landlord Work shall be performed by Landlord, at Landlord’s sole cost and expense. Tenant shall have the right, on not less than two (2) business days’ advance written notice to Landlord, and, if specified by Landlord at Landlord’s option, accompanied by a representative of Landlord, to inspect the construction of the Landlord Work; provided that no such inspections shall interfere with or otherwise delay Landlord’s completion of the Landlord Work. Tenant shall have the right to submit to Landlord a list of incomplete or defective items within sixty (60) days after Substantial Completion, and Landlord shall diligently repair or replace such items at Landlord’s sole cost and expense. Landlord shall use commercially reasonable efforts to cause its construction contract for the Landlord Work to contain a minimum one (1) year warranty period. EXHIBIT C ACKNOWLEDGEMENT OF TERM COMMENCEMENT DATE AND TERM EXPIRATION DATE THIS ACKNOWLEDGEMENT OF TERM COMMENCEMENT DATE AND TERM EXPIRATION DATE is entered into as of [ ], 2012, with reference to that certain Lease dated as of August 24, 2007, as amended by that certain First Amendment to Lease dated as of March 30, 2008, that certain Second Amendment to Lease (“Second Amendment”) dated as of May 11, 2009, which Second Amendment was amended and restated pursuant to that certain Amended and Restated Second Amendment to Lease dated as of September 15, 2009, and that certain Third Amendment to Lease dated as of December [ ], 2011 (“Third Amendment”) (collectively, and as the same may have been further amended, amended and restated, supplemented or modified from time to time, the “Lease”), by RECEPTOS, INC., a Delaware corporation (“Tenant”), in favor of BMR-10835 ROAD TO THE CURE LLC, a Delaware limited liability company (“Landlord”). All capitalized terms used herein without definition shall have the meanings ascribed to them in the Lease. Tenant hereby confirms the following:
Premises Building Project and Common Areas 1.1 Premises, Building, Project and Common Areas.
Tenant’s Work During the Term Tenant may not perform any work, alterations, installations, additions, improvements, structural repairs or restorations to the Property (“Tenant’s Work”) without the prior written consent of Landlord which (i) in the case of alterations, additions, installations or improvements of a structural nature or involving the Building systems, may be granted or withheld by Landlord in its sole and absolute discretion and (ii) in the case of alterations or improvements of a non-structural nature or not involving Building systems, shall not be unreasonably withheld or delayed. In connection with such consent, Tenant shall submit to Landlord such detailed plans, specifications, drawings and other materials reasonably requested by Landlord. Tenant may make such non-structural alterations and perform work of a decorative nature without Xxxxxxxx’s prior written consent. At Tenant’s sole cost, Xxxxxxxx agrees to cooperate with Xxxxxx (including signing applications) in obtaining any necessary permits for any Tenant’s Work that Xxxxxx is permitted to make hereunder. In all cases the Tenant’s Work shall be performed at Tenant’s sole cost and expense and by contractors selected by Xxxxxx. Tenant agrees that the Tenant’s plans and specifications shall be in compliance with applicable laws, rules and regulations, that Tenant shall not commence construction until it obtains (if required) a building permit for Tenant’s Work, and that such Tenant’s Work shall be performed in accordance with the building permit, in compliance with applicable law and in accordance with the Tenant’s plans and specifications. As a condition of approving such Tenant's Work the Landlord may require the Tenant to maintain such additional insurance coverages (in addition to those required in Article 8 hereof) as the Landlord may reasonably require.
LANDLORD'S ACCESS TO PREMISES Landlord reserves and shall at any time upon reasonable notice and in compliance with Tenant’s reasonable security measures have the right to enter the Premises to inspect the same, to supply any service to be provided by Landlord to Tenant hereunder to service and repair HVAC units, water pipes and sprinkler mains, and electrical and telephone risers servicing other parts of the Building, to show said Premises to prospective purchasers or tenants, to alter or repair the Premises or any portion of the Building, and to place “for sale” or “for rent” signs on the Building, all without being deemed guilty of an eviction of Tenant and without abatement of Rent, provided that the business of Tenant shall be interfered with as little as is reasonably practicable. Tenant hereby waives any claim for damages or any inconvenience to or interference with Tenant’s business, any loss of quiet enjoyment of the Premises and any other loss occasioned thereby. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock the main door to the Premises but not Tenant’s vaults and safes, and Landlord shall have the right to use any and all means which Landlord may deem proper to open said door in an emergency in order to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any of said means shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of the Premises, or any eviction of Tenant from the Premises or any portion thereof. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, alterations or decoration except as otherwise expressly agreed to be performed by Landlord.
TENANT MAINTENANCE Tenant shall, at its sole cost and expense, keep and maintain the Premises (including appurtenances) and every part thereof in a good standard of maintenance and repair, or replacement, and in good and sanitary condition and repair. Tenant’s maintenance, repair and replacement responsibilities herein referred to include, but are not limited to, janitorization, all windows (interior and exterior), window frames, plate glass and glazing (destroyed by accident or act of third parties), truck doors, plumbing systems (such as water and drain lines, sinks, toilets, faucets, drains, showers and water fountains), electrical systems (such as panels, conduits, outlets, lighting fixtures, lamps, bulbs, tubes and ballasts), heating and air conditioning systems (such as compressors, fans, air handlers, ducts, mixing boxes, thermostats, time clocks, boilers, heaters, supply and return grills), structural elements and exterior surfaces of the Building, store fronts, roofs, downspouts, all interior improvements within the Premises including but not limited to wall coverings, window coverings, carpet, floor coverings, partitioning, ceilings, doors (both interior and exterior), including closing mechanisms, latches and locks, skylights (if any), automatic fire extinguishing systems, and elevators and all other interior improvements of any nature whatsoever, and all exterior improvements including but not limited to landscaping, sidewalks, driveways, parking lots including striping and sealing, sprinkler systems, lighting, ponds, fountains, waterways, and drains. Tenant shall be required to have the HVAC system serviced by a licensed HVAC contractor (approved by Landlord) at the earlier frequency of (a) the periodic servicing recommended by the manufacturer of such equipment in its written maintenance specifications or (b) semiannually throughout the Term of the Lease, and shall submit to Landlord copies of all related service reports within thirty (30) days of receipt and any repairs reports if requested by Landlord. Furthermore, Tenant shall inform Landlord in writing of the periodic service recommendations by the respective manufacturer within thirty (30) days of Tenant’s receipt of such information. Areas of excessive wear shall be replaced at Tenant’s sole expense upon Lease termination. Tenant hereby waives all rights under, and benefits of, Subsection 1 of Section 1932 and Section 1941 and 1942 of the California Civil Code and under any similar law, statute or ordinance now or hereafter in effect. Tenant understands and acknowledges that this Lease shall be deemed and construed to be a “triple net lease” and during the Initial Term, and any Extended Term(s), of this Lease Tenant shall pay Landlord, the Rent and other payments due hereunder, free of any charges, assessments, impositions, expenses or deductions of any kind and without abatement, deduction or setoff unless otherwise expressly provided in this Lease, and Landlord shall not be expected or required as a result of the relationship between Landlord and Tenant created by this Lease, to be obligated to make any payment to or on behalf of Tenant or be under any other obligation to Tenant hereunder except to the extent specifically provided in this Lease, and Tenant agrees to pay all costs and expenses of every kind which may arise or become due from Tenant under the provisions of this Lease during the Initial Term and any Extended Term(s). Except as expressly provided in this Lease or the Construction Agreement, Landlord shall not be liable and/or responsible under the provisions of this Lease for contributing any money for any maintenance, repairs and/or replacement of the Premises or any part thereof and as to the maintenance, repairs or replacement obligations of Tenant under this Lease, Tenant waives any and all rights it might otherwise have to assert that such expenditure is more appropriately a Landlord expenditure which should be treated as a capital expenditure and/or to be amortized as an item of Additional Rent hereunder. For example, if during the Lease Term (including any Extended Term(s)), a portion or the entire roof membrane and/or HVAC system needs to be repaired or replaced, such expenditure shall not be treated as a capital expenditure to be borne by Landlord, but rather Tenant shall be responsible, upon such occurrence, for bearing the entire cost for such repair and/or replacement. By placing their initials below, both parties acknowledge their understanding and their agreement with the provisions of this Paragraph 8. Initials: DWD Initials: JA Tenant Landlord
Construction of the Tenant Improvements Landlord shall construct the Tenant Improvements in accordance with this exhibit and the construction contract to be executed by Landlord and its contractor(s). The construction contract for constructing the Tenant Improvements and the contractor(s) to perform the work shall be approved and/or selected, as the case may be, by Landlord at its sole and absolute discretion without the consent of Tenant.
Landlord Improvements Landlord shall substantially complete the Landlord Improvements prior to Tenant’s taking occupancy of the Expansion Space. Landlord shall use commercially reasonable efforts to complete the Landlord Improvements by May 1, 2014. “Substantial Completion” shall mean the Landlord Improvements have been constructed in material accordance with the above referenced drawing, save and except for minor “punch list” items such that Tenant can occupy the Expansion Space and conduct its business, Landlord has obtained all approvals from the applicable governmental authorities for the legal occupancy of the Expansion Space and Landlord has delivered possession of the Expansion Space to Tenant in the required condition, which date is currently anticipated to be May 1, 2014. Upon Substantial Completion, Landlord shall deliver possession of the Expansion Space to Tenant in good, vacant, broom clean condition, with all building systems in good working order and the roof water-tight, and in compliance with all laws applicable to Landlord or Tenant. In the event that construction of the Landlord Improvements is not substantially completed by May 1, 2014, then the Expansion Space Commencement Date shall be automatically amended to be that date the Expansion Space is delivered to Tenant with the Landlord Improvements substantially complete. Upon Substantial Completion of the Landlord Improvements, Landlord shall give Tenant (i) written notice (“Notice of Completion”) that the Expansion Space are ready for occupancy. Within seven (7) days following Landlord’s giving of the Notice of Completion, Landlord and Tenant shall meet at a mutually convenient time to perform a walk-through of the Expansion Space to inspect the Landlord Improvements and to prepare a punch list of minor items needing correction and Landlord shall promptly cause such items to be corrected.
Landlord's Improvements All fixtures, improvements or equipment which are installed, constructed on or attached to the Premises or Common Area by Landlord shall be a part of the realty and belong to Landlord.
