LEASE AGREEMENT
1. PARTIES
THIS LEASE AGREEMENT made this 2nd day of May, 1991, by and between STS
Buildings Associates, L.P., whose address is 777 South Flagler Drive, Xxxxxxxx
Point, Xxxx Xxxxx, Xxxxx 0000, Xxxx Xxxx Xxxxx, XX 00000, hereinafter referred
to as LANDLORD, and KOS PHARMACEUTICALS, INC., a Florida corporation whose
address is 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxx, XX 00000, hereinafter
referred to as TENANT.
WITNESSETH
2. DEMISED PREMISES
LANDLORD hereby demises and leases unto TENANT, and TENANT hereby
leases from LANDLORD, those certain premises situated in the County of Broward,
State of Florida, identified as
Xxxxx 000
Xxx Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxx 00000
(hereinafter referred to as either the "Demised Premises" or "Premises") of that
certain building known as Oakwood Business Center Phase II, (the "Building")
located at Two Xxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxx 00000, which Demised
premises are outlined in red on the plan attached hereto and marked Exhibit "A".
The "Rentable Area of the Premises" is hereby stipulated and mutually agreed to
by the parties to be FOUR THOUSAND TWO HUNDRED NINETY TWO (4,292) square feet,
whether the same should be more or less as a result of completion of the
Premises by Landlord for occupancy or for any other reason. The "Rentable Area
of the Building" in which the Premises are located is hereby stipulated and
mutually agreed to by the parties to be FIFTY ONE THOUSAND SEVEN HUNDRED TWELVE
(51,712) square feet.
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3. TERM
Landlord will notify Tenant ten (10) days prior to completion of
Demised Premises and the Term of this Lease will commence ten (10) days after
completion of Demised Premises which completion shall be evidenced by a
Certificate of Occupancy and shall end (unless sooner terminated as hereinafter
provided) five (5) years after the last day of the first month of the term of
this Lease. The parties hereto agree to execute, within thirty (30) days after
the COMMENCEMENT DATE hereof, Supplement I to this Lease, in the form attached
hereto, fixing the definite dates of commencement and expiration of the term of
this Lease. By occupying the Demised Premises as a TENANT, or by installing
fixtures or equipment or by performing finishing work, TENANT shall be deemed to
have accepted the Demised Premises "AS IS" and to have acknowledged that the
Demised Premises are in the condition required by this Lease, excepting
conditions that cannot be observed or known about prior to occupancy up to a
period of four (4) months after issuance of Certificate of Occupancy, latent
defects or omissions in LANDLORD'S construction.
4. TENANT'S PLANS AND SPECIFICATIONS:
TENANT agrees to cooperate with the LANDLORD in preparing plans and
specifications covering all work to be done by or for TENANT (as provided in
Exhibit "B" of this Lease captioned "Leasehold Improvements") in the Demised
Premises. Such plans and specifications shall be prepared at LANDLORD'S sole
expense by a duly licensed architect or engineer selected by LANDLORD, in such
detail as LANDLORD may reasonably require, and TENANT agrees that no work shall
commence on any of the aforesaid Leasehold Improvements until LANDLORD and
TENANT have approved such plans and specifications in writing, which plans and
specifications when so approved shall be designated Exhibit "B" and attached
hereto and made a part hereof by reference. TENANT shall schedule and complete a
meeting with LANDLORD'S architect for the purpose of providing any information,
including TENANT'S finish schedule, required by LANDLORD'S architect in order
for him to prepare the plans and specifications. Such meeting shall be scheduled
by TENANT not later than ten (10) days from the date of such request by
LANDLORD. TENANT also agrees to cause its review of the plans and specifications
provided by LANDLORD to be completed and any comments thereon to be provided to
LANDLORD within ten (10) days from delivery of same by LANDLORD to TENANT.
TENANT shall furnish TENANT's finishing specifications within twenty (20) days
from the date TENANT and LANDLORD agree upon final plans and specifications for
the
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Demised Premises. In the event that TENANT fails to perform its obligations
within the time period set forth herein, then TENANT shall be deemed to have
approved the plans and specifications submitted to TENANT for review and TENANT
shall have no further time to approve same. LANDLORD and TENANT agree to
cooperate with each other in good faith to finalize the plans and specifications
and finishing specifications for the Demised Premises, all of which shall be
subject to the approval of both LANDLORD and TENANT, which approval shall be
granted in good faith and which shall not be unreasonably withheld.
Any changes to TENANT's plans and specifications requested by TENANT,
after same have been approved in their final form by LANDLORD and TENANT, shall
be subject to LANDLORD's approval and, if LANDLORD so approves same, TENANT
shall pay any extra costs that my be incurred by LANDLORD as a result of such
change immediately upon request therefor.
In the event that TENANT fails to act promptly or in good faith with
regard to plans and specifications in accordance with the schedules set forth in
this paragraph, LANDLORD at its option may cancel this Lease by giving written
notice thereof to TENANT within ten (10) days of the expiration of any such
schedule.
5. BASE RENT
The Annual Base Rent shall be FORTY SEVEN THOUSAND ONE HUNDRED TWENTY
SIX AND 16/100 ($47,126.16) DOLLARS and shall be paid by TENANT to LANDLORD at
its principal office or that of its agent or at any other place hereafter
designated in writing by LANDLORD, in equal monthly installments of THREE
THOUSAND NINE HUNDRED TWENTY SEVEN and 18/100 ($3,927.18) DOLLARS, on or before
the first day of each month during the term hereof.
The first month's Base Rent shall be paid simultaneously with execution
of this Lease, receipt of which is hereby acknowledged by LANDLORD. On the
Commencement Date, TENANT shall pay a pro rata amount of rent, if any, for the
period from the Commencement Date to the first day of the next calendar month.
TENANT shall promptly pay any and all Rent due hereunder at the times and at the
address for LANDLORD stated above. TENANT shall promptly pay charges for work
performed on order of TENANT and any other charges that accrue under this Lease.
If any part of the Rent or other charges shall remain due and unpaid for five
(5) days after the same become due and payable, LANDLORD shall have the option
(in
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addition to all other rights and remedies available to it by law and in equity)
of assessing against TENANT a "late charge" equal to five (5) cents for every
dollar of Rent which is past due, which late charge assessment shall be deemed
to be Additional Rent. The term Annual Base Rent may hereinafter by referred to
as "Base Rent", "Annual Base Rent", or "Rent".
LANDLORD shall have the option to assess a charge against TENANT, if
any of TENANT's payment checks shall be returned to LANDLORD marked "NSF" for
insufficient funds, in the amount of $25.00. Additionally, if at any time during
the Term of this Lease, including any extensions or option terms, LANDLORD shall
receive any two payment checks from TENANT returned to LANDLORD marked "NSF"
then LANDLORD may demand that TENANT make the balance of its rental payments by
cashier's check.
TENANT may be instructed by LANDLORD to make rental payments to a "lock
box", at Southeast Bank or such other institution as LANDLORD may designate. Due
to the nature of the handling of such payments, those which LANDLORD would
normally not accept under the below circumstances may be deposited in LANDLORD's
account anyway.
Therefore, in the event that the payment made by TENANT is in an amount
which is less than what is due or, in the event that TENANT has received a
statutory notice and failed to comply with its demands and/or litigation is
pending concerning TENANT's nonpayment of rent or as a result of other defaults
by TENANT under the Lease, then, notwithstanding the fact that the rental
payment received may be deposited in LANDLORD's "lockbox" at Southeast Bank or
such other institution utilized for this purpose by LANDLORD, same SHALL NOT BE
DEEMED ACCEPTED unless and until the default which is the subject of the above
actions is cured to the satisfaction of the LANDLORD and as provided under the
Lease and Florida law. Such DEPOSITED BUT UNACCEPTED RENTAL PAYMENT(S) will be
refunded to TENANT on a LANDLORD issued check within a reasonable time after
such deposit is made. Such deposit of TENANT's check, under the above
circumstances, shall in no way prejudice LANDLORD's rights under Florida law
and/or the Lease.
6. ADDITIONAL RENT
(A) In addition to Base Rent, TENANT shall, for each calendar year or
portion thereof, pay to LANDLORD "Additional Rent" equal to "TENANT's
Proportionate Share" (as hereinafter defined) of the aggregate of "Operating
Expenses" (as hereinafter defined) for the
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Building and Premises, "Insurance" (as hereinafter defined), and "Taxes" (as
hereinafter defined) for the applicable calendar year.
(i) "TENANT's Proportionate Share" shall mean the percentage
which the then current Rentable Area of the Premises bears to the total
Rentable Area of the Building, which share is hereby stipulated and
agreed to be 8.3%.
(ii) "Taxes" shall mean all impositions, taxes, assessments
(special or otherwise) and other governmental liens or charges of any
and every kind, nature and sort whatsoever, ordinary and extraordinary,
foreseen and unforeseen, and substitutes therefor (except only
LANDLORD's income taxes) attributable in any manner to the Building and
the land upon which it is situated or which is used in conjunction with
the Building (the "Land"), or any part thereof, or any use thereof, or
any equipment, fixtures or other facility located therein or thereon or
used in conjunction therewith, and including all costs incurred by
LANDLORD in contesting same and/or negotiating with public authorities
as to same. If the Building and/or Land is for any reason included
along with properties in a particular tax xxxx, then LANDLORD shall
equitably apportion the tax billed among all properties covered by the
particular tax xxxx.
(iii) "Insurance" shall mean the cost to LANDLORD of all
casualty (including all extended coverages), liability, flood, hazard,
workmen's compensation, rent loss, and other insurance maintained by
LANDLORD, in LANDLORD's sole discretion, on the Building and Land
and/or LANDLORD's personal property used in connection therewith.
(iv) "Operating Expenses" shall mean the total cost and
expense incurred in operating, repairing and maintaining the Building
and Land, excluding only Taxes and Insurance. Operating Expenses shall
include, without limitation, window cleaning, pest control, inspection
and maintenance of fire and alarm and protection systems, community
association fees (if any), gardening and landscaping, the cost of
repairs and maintenance of the Building, parking area surfacing and
striping, lighting, equipment, sanitary control, removal of trash,
rubbish, garbage and other refuse, sewerage facilities, utility lines
and drainage facilities, water, sewer, electric and other utilities not
directly paid for by tenants of the Building, painting, depreciation of
machinery and equipment used in such maintenance, the cost of
management and administration and the cost of personnel to implement
services and to police the Building and Land. Operating
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Expenses shall not include any cost or expense for which LANDLORD is
entitled to be reimbursed by an insurance company or any other tenant
of the Building.
Operating Expenses also shall not include any cost or expense for
replacement of elevators/escalators, initial cost of interior and
exterior landscaping, contributions to local civic organizations,
income or corporate taxes, capital gains taxes, inheritance taxes and
any other taxes personally owned by the owner, structural repairs and
replacements (for example, exterior walls, roof, foundation), and
repairs due to faulty workmanship or inherent structural defects.
(v) On the Commencement Date, LANDLORD shall submit to TENANT
a statement of the estimated monthly Additional Rent for the calendar
year in which the Commencement Date occurs, and TENANT shall pay same
on a monthly basis in advance, together with payments of Base Rent.
TENANT shall continue to make said monthly payments of Additional Rent
until notified by LANDLORD of a change thereof. The estimated monthly
Additional Rent billed to TENANT may be changed from time to time by
LANDLORD based upon the prior year's actual statements or LANDLORD's
anticipated costs. By April 1st of each calendar year during the Term
and by the April 1st immediately following the expiration or earlier
termination of the Term, LANDLORD shall deliver to TENANT a statement
showing the actual total of Taxes, Insurance and Operating Expenses for
the prior calendar year and TENANT's Proportionate Share thereof. In
the event the total of the monthly payments of estimated Additional
Rent which TENANT has made for the prior calendar year shall be less
than TENANT's actual Additional Rent due for said calendar year, then
TENANT shall pay the difference in a lump sum together with the next
installment of Base Rent, and TENANT shall concurrently pay the
difference between the aggregate of monthly payments made in the then
current calendar year and the amount of monthly payments which are then
calculated as monthly Additional Rent for the then current calendar
year based on the prior calendar year's actual amounts. Any overpayment
by TENANT shall be credited towards Additional Rent next coming due
under this Lease. Even though the Term has expired and TENANT has
vacated the Premises, when the final determination is made as to
TENANT's Proportionate Share of said Additional Rent for the year in
which this Lease terminates, TENANT shall, within ten (10) days
following receipt of the annual statement, pay any amount necessary
based on such actual amounts for the
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last calendar year, to the extent said amount is over $10,000.00 Tenant
shall have the right to pay said amount over a twelve (12) month period
on a monthly basis, and conversely, any overpayment made shall,
together with the rendering of the annual statement, be rebated by
LANDLORD to TENANT.
TENANT expressly agrees that LANDLORD, at LANDLORD's sole
discretion, may apply the Security Deposit (as hereinafter defined) in
full of partial satisfaction of any Additional Rent due for any part of
the Term, including the final months, which application may follow the
termination of this Lease. If said Security Deposit is greater than the
amount of any such Additional Rent and there are no other sums or
amounts owed LANDLORD by TENANT by reason of any other terms,
provisions, covenants or conditions of this Lease, then LANDLORD shall
refund the balance of said Security Deposit to TENANT as provided in
Section 5 below. LANDLORD shall not be required to first apply said
Security Deposit to such Additional Rent if there are any other sums or
amounts owed LANDLORD by TENANT by reason of any other terms, provision
covenants or conditions of this Lease.
Additional Rent for the first calendar year and final calendar
year during the Term, if partial calendar years, shall be calculated as
if TENANT were occupying the Leased Premises for the entire calendar
year, but shall be due only in respect to those months included within
the Term of this Lease. Any Additional Rent for any partial month of
occupancy at the end of the Term of this Lease will be prorated, such
proration to be based on the actual number of days in said partial
month.
TENANT shall have the right, within thirty (30) days after
receipt by TENANT of any annual statement, to inspect LANDLORD's books
and records, showing Operating Expenses, Insurance and Taxes for the
calendar year covered by said statement at LANDLORD's office, during
normal business hours, after five (5) days' prior written notice. Each
annual statement shall become final and conclusive between the parties,
their successors and assigns as to the matters set forth therein,
unless LANDLORD receives written objections with respect thereto within
said thirty (30) day period. Anything herein to the contrary
notwithstanding, TENANT shall not delay or withhold payments of any
balance shown to be due pursuant to a statement rendered by LANDLORD to
TENANT because of any objection which TENANT may raise with respect
thereto.
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Notwithstanding the fact that the Premises may only be used
for the purpose set forth in Section 8 (crossed out) hereof, if, due to
TENANT's use, LANDLORD's insurance premiums exceed standard premiums,
then TENANT shall, upon receipt of appropriate invoices from LANDLORD,
reimburse LANDLORD for such increase in premiums. It is understood and
agreed between the parties hereto that any such increase in premiums
shall be considered as Rent due and shall be included in any lien for
Rent. TENANT shall comply with any and all requirements of LANDLORD's
insuror(s).
7. SALES TAX
TENANT also agrees to pay LANDLORD any sales or use tax or excise tax
imposed or levied against the Rent, Additional Rent, or any other charge or
payment required hereunder to be made by TENANT which has been imposed or levied
by any governmental body having jurisdiction thereover, payable with each
installment of rent. Such sales tax to be paid by TENANT shall be deemed to be
Additional Rent due and payable by TENANT hereunder.
8. (Omitted)
9. USE
TENANT shall use and occupy the Demised Premises only for general
office use and analytical and formulation laboratories and for no other purpose,
under the name or style of Kos Pharmaceuticals, Inc. Such use shall be in
accordance with all applicable federal, state and local laws, ordinances, rules
and regulations.
10. SURRENDER AND HOLDOVER
TENANT agrees at the expiration of the term to surrender the Demised
Premises and everything belonging to or in connection therewith in good
condition, reasonable wear and tear excepted; and to remove all signs,
advertisements and rubbish from the said Demised Premises; and if TENANT fails
to do so, then TENANT hereby expressly authorizes LANDLORD, as agent of TENANT,
to remove such rubbish and make such repairs as may be necessary to restore the
Demised Premises to such condition, at the expense of TENANT.
IF TENANT retains possession of the Demised premises or any part
thereof after the termination of this Lease, TENANT shall pay LANDLORD rent at
double the rate payable for the year immediately proceeding said holdover,
computed on a monthly basis, for the time TENANT thus remains in possession. The
provisions of this paragraph do not waive
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LANDLORD's rights of re-entry or any other right hereunder. Any retention of the
Demised Premises after termination of this Lease or any extension thereof shall
be considered as a month to month holdover unless otherwise agreed to in writing
by the parties hereto.
11. ASSIGNMENT AND SUBLETTING
TENANT shall not assign, transfer, mortgage, pledge, or otherwise
encumber or dispose of this Lease or sublet the Premises or any part thereof, or
permit the Premises to be occupied by other persons unless prior consent in
writing is given by Landlord which consent shall not be unreasonably withheld.
12. SUCCESSORS AND ASSIGNS
All rights, obligations and liabilities herein given to, or imposed
upon, the respective parties hereto shall extend to and bind the several and
respective heirs, executors, administrators, successors, permitted subtenants
and permitted assigns of said parties, subject to the provisions of Paragraph
10, and if there shall be more than one TENANT, they shall all be bound jointly
and severally by the terms, covenants, and agreements herein and the word
"TENANT" shall be deemed and taken to mean each and every person or party
mentioned as a TENANT herein, be the same one or more; and if there shall be
more than one TENANT, any notice required or permitted by the terms of this
Lease may be given by or to any one thereof, and shall have the same force and
effect as if given by or to all thereof. No rights, however, shall inure to the
benefit of any assignee of TENANT or sublessee of the Premises unless the
assignment to such assignee or sublet of the Premises has been consented to by
LANDLORD in writing as aforesaid.
13. SUBORDINATION, ATTORNMENT, & ESTOPPEL
If the Premises are at any time subject to a ground lease, underlying
lease or mortgage, and if TENANT has received written notice of same from the
landlord thereunder or the holder thereof, as the case may be (each of said
landlords and mortgage holders being referred to hereinafter as a "LANDLORD's
Mortgagee"), in any instance in which TENANT gives notice to LANDLORD alleging
default by LANDLORD hereunder, TENANT will also simultaneously give a copy of
such notice to each LANDLORD's Mortgagee, and each LANDLORD's Mortgagee shall
have the right (but not the obligation) to cure or remedy such default during
the period that is permitted to LANDLORD hereunder, plus an additional period of
forty-five (45) days, and TENANT shall accept such curative or remedial action
(if any) taken by
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LANDLORD's Mortgagee with the same effect as if such action had been taken by
LANDLORD.
This Lease is and shall be prior to any encumbrance recorded after the
date of this Lease affecting the Building, other improvements, and land of which
the Demised Premises are a part. If, however, a lender requires that this Lease
shall be subordinate to any encumbrance, this Lease shall be subordinate to such
encumbrance, if Landlord first obtains from the lender a written agreement that
provides substantially the following: "As long as Tenant is not in default under
this Lease no foreclosure of, deed given in lieu of foreclosure of, or sale
under the encumbrance, and no steps or procedures taken under the encumbrance,
shall affect Tenant's rights under this Lease and the Lease shall remain in full
force and effect for the full Term thereof".
TENANT shall deliver to LANDLORD or to its mortgagee, auditors or
prospective purchaser, or the owner of the fee, when requested by LANDLORD, a
certificate stating the main provisions of this Lease and to the effect that
this Lease is in full force and effect and that LANDLORD is not in default
therein, and stating specifically any exceptions thereto. Failure to give such a
certificate within fifteen (15) days after written request shall be conclusive
evidence that the Lease is in full force and effect the LANDLORD is not in
default and TENANT shall be estopped from asserting any defaults known to TENANT
at the time.
14. DEFAULT BY TENANT
A. Any one or more of the following events shall be deemed to be a
default by
TENANT:
(1) Failure to pay any installment of Rent, Additional Rent, or
pay any other change or amount to be paid by TENANT under
this Lease when due,
(2) Failure to comply with any term, provision or covenant of
this Lease other than the covenants to pay rent,
(3) If TENANT or Surety becomes insolvent, makes a transfer in
Fraud of Creditors, makes an Assignment for the Benefit of
Creditors, or a Receiver be appointed to take possession of
the Demised Premises, the assets of the TENANT or the
Surety,
(4) If TENANT does any act which creates a lien on the Demised
Premises or the land on which the Demised Premises are
located.
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B. Prior to LANDLORD's availing itself of any of the remedies
hereinafter set forth, LANDLORD shall give the following written
notices:
(1) In the case of a default under subparagraph A (1) five (5)
days notice to cure said default, which period shall include
the three (3) day statutory notice. The giving of Statutory
Notice shall not be deemed an election of remedies.
(2) In the case of a default under subparagraphs A (2), A (3),
or A (4), ten (10) days notice to cure said default.
C. In addition to any other remedies provided by law, the following
remedies are available to LANDLORD at its option and may be
applied cumulatively or individually:
(1) Terminate this Lease by notice in writing in which event
this Lease shall end automatically by its own limitation and
TENANT shall immediately surrender the Demised Premises. In
this case, TENANT shall pay LANDLORD all sums due as of the
date of termination. TENANT hereby waives any rights of
redemption TENANT may have in the Demised Premises.
(2) Re-enter and take possession of the Demised Premises holding
the same for the account of TENANT, in which case, the
entire amount of base rent for the term of this Lease, plus
other charges enumerated in this Lease for the remainder of
the term, plus any costs of reletting including
rehabilitation and brokerage costs, less an amount equal to
the base monthly rent multiplied by the number of months
remaining on the term of this Lease for which the Demised
Premises are relet, if any, shall be immediately due and
payable. TENANT hereby waives any claim TENANT may have to
rent obtained in reletting in excess of that required to be
paid by TENANT. Acceptance of surrender shall be by written
notice only and the acceptance of keys or changing of the
locks shall not be deemed an acceptance of surrender of the
Demised Premises.
(3) Without prejudice to any present or future right of
possession, bring an action in law or in equity to collect
rent and other charges due, for general or special damages,
to restrain any violation of any term, provision or covenant
of this Lease and/or to foreclose or protect any security
interest or lien arising out of
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this Lease, a separate agreement between the parties
covering property within the Demised Premises, operation of
law, or by statute.
(4) In any litigation arising out of TENANT's default under the
terms of this Lease, the prevailing party shall be entitled
to its costs and payment of a reasonable attorney's fee.
Delinquent rent shall bear interest at eighteen (18%)
percent per annum, or at the highest rate permitted by the
usury laws of the State of Florida, whichever rate is less.
15. (Omitted)
16. SEVERABILITY AND WAIVER
No waiver by LANDLORD of any provision hereof shall be deemed to have
been made unless such waiver be in writing signed by LANDLORD. The failure of
LANDLORD to insist upon the strict performance of any of the covenants or
conditions of this Lease, or to exercise any option herein conferred, shall not
be construed as waiving or relinquishing for the future any such covenants,
conditions or options, but the same shall continue and remain in full force and
effect. No payment by TENANT of a lesser amount than the monthly rent herein
stipulated shall be deemed to be other than on account of the stipulated rent.
If any clause or provision of this Lease is illegal or unenforceable under
present and future laws, then and in the event, the remainder of this Lease
shall not be affected thereby.
17. EMINENT DOMAIN
If the Demised Premises are totally taken, or partly taken so as to
render the Demised Premises totally untenantable for the purposes herein leased,
by any legally constituted authority for any public use or purpose, then, in
either event, this Lease shall terminate as of the date of said taking. If a
part of the Demised Premises is taken, but the Demised Premises are not rendered
totally untenantable, then this Lease shall remain in full force and effect,
except that the rent hereunder shall be reduced in proportion to the amount of
the Demised Premises so taken.
Nothing contained herein shall be construed to prevent Tenant from
making a separate claim for damages against the condemning or taking authority
for damages suffered by Tenant based upon the taking of Tenant's leasehold
improvements which were installed at Tenant's cost, personal property,
interruption of business, moving expenses or any other damages available under
applicable law. Nothing contained herein shall diminish LANDLORD's award from
the condemning authority.
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18. DAMAGE AND DESTRUCTION
In the event the Premises shall be destroyed or so damaged or injured
by fire or other casualty during the Term whereby the same shall be rendered
untenantable, then LANDLORD shall have the right, but not the obligation, to
render such Premises tenantable by making repairs thereto within one hundred
eighty (180) days from receipt of insurance proceeds in the event of an insured
loss or from the date of the casualty in the event of an uninsured loss. If said
premises are not rendered tenantable by LANDLORD within said one hundred twenty
(120) day period, it shall be optional with either party hereto to cancel this
Lease, and in the event of such cancellation, the Rent shall be paid only to the
date of such fire or casualty. The cancellation herein mentioned shall be
evidenced in writing. During any time that the Demised Premises are untenantable
due to causes set forth in the Section, a just and fair proportion of Base Rent
and Additional Rent shall be abated. Notwithstanding the foregoing, should the
cause of such damage, destruction or injury to the Premises originate from the
Premises or occur by reason of the misfeasance or negligence of TENANT or any
employee, agent, licensee, patron or invitee of TENANT ("TENANT Damage"), TENANT
shall not have the right to cancel this Lease, and no abatement of Base Rent
shall occur. In the event of said TENANT Damage, LANDLORD shall have the right,
but not the obligation, to render the Premises tenantable. If LANDLORD elects to
repair said TENANT Damage and render the Premises tenantable, all insurance
proceeds available pursuant to this Lease shall be paid to LANDLORD, and the
balance of the cost of such repairs shall be paid by TENANT within five (5) days
following demand therefor as Additional Rent. If LANDLORD elects not to repair
such TENANT Damage, TENANT shall make such repairs and shall be entitled to any
insurance proceeds received in respect to the cost thereof.
19. INDEMNITY
TENANT and Landlord agree to hold each other harmless from and defend
each other against any and all claims or liability for any injury or damage to
any person or property whatsoever, occurring in the Demised Premises, the
parking area and grounds, or any public areas of the building of which the
Demised Premises are a part, when such injury or damage shall be caused in part
or in whole by the negligence of TENANT or Landlord or their employees, agents,
contractors or invitees.
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20. WAIVER OF CLAIMS AND SUBROGATION
Unless caused by their gross negligence LANDLORD and LANDLORD's
employees, agents or invitees shall not be liable for, and TENANT hereby
releases all claims for, damage to person or property sustained by TENANT, or
any person claiming through TENANT or any person claiming directly, resulting
from fire, accident, or any cause whatsoever in or upon the Demised Premises or
the building of which the Demised Premises are a part. TENANT hereby agrees to
give LANDLORD prompt written notice of any accident, fire or damage occurring on
or to the Demised Premises.
LANDLORD and TENANT agree that in the event the Demised Premises or its
contents are damaged or destroyed by fire or other insured casualty, the rights,
if any, of either party against the other with respect to such damage or
destruction are waived; and that all policies of fire and/or extended coverage
or other insurance covering the Demised Premises or its contents shall contain a
clause or endorsement providing in substance that the insurance shall not be
prejudiced if the assureds have waived right of recovery from any person or
persons prior to the date of loss or damage, if any.
21. ADDITIONAL CONSTRUCTION
LANDLORD hereby reserve the right at any time and from time to time to
make alterations or additions to, and to build additional stories on, the
building of which the Demised Premises are a part, and to build adjoining the
same. LANDLORD also reserves the right to construct other buildings or to add to
other buildings or to change the configuration and location of landscaping,
parking or other improvements and to permit others to do so.
22. LANDLORD'S ENTRY FOR REPAIR AND TO RE-LET
TENANT will permit LANDLORD to erect, use and maintain pipes and
conduits in and through the Demised Premises. Upon giving reasonable notice to
TENANT except in case of emergency. LANDLORD or its agents shall at all
reasonable times have the right to enter upon the Demised Premises to examine
the same and to show them to prospective purchasers or tenants of the Building,
and to make such decorations, repairs, alterations, improvements or additions as
LANDLORD may deem necessary or desirable, and shall be allowed to take all
material into and upon said Demised Premises that my be required therefor,
without the same constituting an eviction of TENANT in whole or in part and the
Rent reserved shall in no wise xxxxx while said decorations, repairs,
alterations, improvements or additions are being made, by
14
reason of loss or interruption of the business of TENANT because of the
prosecution of any such work. During the six (6) months prior to the expiration
of the term of this Lease, LANDLORD may exhibit the Demised Premises to
prospective tenants, and place upon same the usual notices "To Let" or "For
Sale", which notices TENANT shall permit to remain thereon without molestation.
LANDLORD shall have the right to change the arrangement and/or location of the
parking areas and ground and any public areas of the building of which the
Demised Premises are a part, and after reasonable notice, to change the name,
number of designation by which the building is commonly known. Nothing herein
contained, however, shall be deemed or construed to impose upon LANDLORD any
obligation, responsibility or liability whatsoever, for the care, supervision or
repair of the building or any part thereof, other than as herein provided.
23. ALTERATIONS BY TENANT
TENANT shall make no alterations, decorations, additions or
improvements in or to the Demised Premises without LANDLORD's prior written
consent, which consent shall not be withheld unreasonably, and then only by
contractors or mechanics approved by LANDLORD. All alternation, additions or
improvements upon the Demised Premises made by either party shall, unless
LANDLORD elects otherwise, become its property, and shall remain upon and be
surrendered with said Demised premises as a part thereof, at the end of the term
hereof, unless LANDLORD, at its option, shall require its removal from the
Demised Premises and the restoration by TENANT of the said Demised premises to
its former condition.
24. REPAIRS BY TENANT
TENANT shall take good card of the Demised Premises and shall, at
TENANT's own cost and expense, make all repairs in the Demised Premises and, at
the termination of this Lease, shall surrender the Demised Premises in good
condition, reasonable wear and tear excepted. If TENANT fails to make such
repairs, LANDLORD may, at LANDLORD's option and at TENANT's expense, repair all
damage or injury to the Demised Premises caused by TENANT, or TENANT's
employees, agents, or invitees.
25. MECHANIC'S LIENS
TENANT is prohibited from subjecting the Demised Premises or the
building of which they are a part or the land upon which they are located, or
any part thereof or any interest of LANDLORD therein to any mechanic's lien.
15
If any mechanic's lien shall at any time be filed against the Demised
Premises or the building of which they are a part or the land upon which they
are located or any part thereof or any interest of LANDLORD therein, or any
encumbrance, charge, mortgage, conditional xxxx of sale, title retention, or
security agreement be filed against the Demised Premises or the building of
which they are a part of the land upon which they are located or any part
thereof or any interest of LANDLORD therein, by reason of any work, labor or
services, or materials or equipment furnished to or for TENANT, TENANT, within
ten (10) days after notice of the filing thereof, or such shorter period not
less than five (5) days as may be required by the holder of any mortgage to
which this Lease is subject and subordinate, will cause the same to be
discharged of record by payment, deposit, bond, order of a court of competent
jurisdiction, or otherwise. If TENANT shall fail to cause such encumbrance,
charge, etc., to be discharged within the period aforesaid then, in addition to
any other right or remedy, LANDLORD may, but shall not be obligated to,
discharge the same whether by paying the amount claimed to be due or by
procuring the discharge of such lien by deposit or by bonding proceedings, and
in any such event, LANDLORD shall be entitled, if LANDLORD so elects, to compel
the prosecution of an action for the foreclosure of such lien by the lienor and
to pay the amount of the judgment in favor of the lienor with interest, costs,
and allowances. Any amounts so paid by LANDLORD and all costs and expenses
incurred by LANDLORD in connection therewith, together with interest thereon at
the highest legal rate from the respective dates of LANDLORD's making of the
payment or incurring of the cost and expense, shall constitute Additional Rent
payable by TENANT under this Lease and shall be paid to LANDLORD by TENANT on
demand. Nothing herein contained shall obligate TENANT to pay or discharge any
lien created LANDLORD.
Nothing in this Lease contained shall be deemed or construed in any way
as constituting the consent or request of LANDLORD, express or implied by
inference or otherwise, to any contractor, subcontractor, laborer, or
materialman for the performance of any labor or the furnishing of any labor or
the furnishing of any materials for any specific improvements, alteration to or
repair of the Demised Premises or any part thereof, nor as giving TENANT any
right, power, or authority to contract for or permit the rendering of any
services or the furnishing of any materials that would give rise to the filing
of any lien against the Demised Premises or the building of which they are a
part or the land upon which they are located, or any part thereof or any
interest of LANDLORD therein.
16
26. REPAIRS BY LANDLORD
LANDLORD shall have no duty to TENANT to make any repairs or
improvements to the Demised Premises except structural repairs necessary for
safety and tenantability, and then only if not brought about by any act or
negligence, of TENANT, or TENANT's employees, agents, or invitees. LANDLORD
shall not be liable to TENANT for any damage caused to TENANT or TENANT's
property due to the building or any part of appurtenances thereof being
improperly constructed or being or becoming out of repair so long as same are
not caused by negligence of Landlord, its agents, contractors or employees.
TENANT agrees to report immediately in writing to LANDLORD any defective
condition in or about the Demised Premises known to TENANT, and failure to so
report shall make TENANT liable to LANDLORD for any expense or damage to
LANDLORD resulting from such defective condition. Unless caused by Landlord's
gross negligence, LANDLORD shall not be liable for any damage to any property in
said Demised Premises which result from LANDLORD's failure to make said
structural repairs. Structural repairs are herein defined as being limited to
foundation, supporting structure, roof and floor slab.
27. TENANT PARKING
(A) NON-EXCLUSIVE RIGHT TO PARK AUTOMOBILES: Indicated by the shading
on Exhibit "A" are the "Parking Areas" of the Building which will
be available to LANDLORD, TENANT, other tenants of the Building,
and their respective employees, customers, guests and invitees for
the parking of vehicles. TENANT shall have the right to park, in
the Parking Areas only, no more the sixteen (16) vehicles in
addition to the vehicles permitted under the Lease Agreement for
Two Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxx 00000.
(B) LANDLORD'S REGULATION OF PARKING AT THE BUSINESS CENTER: The
parking of vehicles anywhere, except in strict accordance with
Subsection 25(A) above, and the parking of inoperable vehicles are
strictly prohibited and shall be deemed defaults of TENANT without
the necessity of LANDLORD's giving of notice to TENANT of such
default. In addition to all other rights and remedies reserved in
this Lease and available at law or in equity, LANDLORD shall have
the right, in the event of such default, to tow improperly parked
vehicles without notice to TENANT or the owner of said vehicle,
and TENANT shall reimburse LANDLORD for the cost thereof upon
presentation of an invoice therefor. Tenant shall indemnify and
hold
17
LANDLORD harmless against any loss, damage, claim or action
suffered by LANDLORD in connection with the towing of any vehicle
parked by any employee, agent, customer, invitee, licensee or
guest of TENANT. LANDLORD shall have the right to institute and
maintain whatever procedures LANDLORD deems necessary or desirable
to regulate the parking of vehicles. Such procedures may include,
but are not to be limited to, requiring TENANT and its employees,
customers, guests, and invitees to display parking decals on
parked vehicles, or requiring that TENANT supply LANDLORD with the
license plate numbers of parked vehicles, and the levying of fines
against TENANT for improperly parked vehicles. TENANT shall
enforce LANDLORD's parking procedures with respect to TENANT's
employees, guests, customers and licensees.
28. COMPLIANCE WITH LAW BY TENANT
TENANT agrees not to do or permit anything to be done in or about the
Demised Premises, which might in any way conflict with any law, ordinance, rule
or regulation affecting the use and occupancy of the Demised Premises, which are
now in effect or may hereafter be enacted by any governmental agency or any
public authority, or in any way obstruct or interfere with the rights of other
tenants of the building, or injure or annoy them, nor use or allow the use of
the Demised Premises for any improper, immoral or objectionable purpose.
29. TIME OF THE ESSENCE
It is understood and agreed between the parties hereto that time is of
the essence of this Lease.
30. NOTICES
All notices required under this Lease shall be in writing. Any notice
by LANDLORD to TENANT shall be deemed to be duly given if either delivered
personally to TENANT at the Demised Premises or when mailed by certified mail,
addressed to TENANT at the Demised Premises. Any notice by TENANT to LANDLORD
shall be deemed duly given if sent by certified mail to LANDLORD at 000 Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxx Point, Xxxx Xxxxx, Xxxxx 0000, Xxxx Xxxx Xxxxx. XX 00000
(or at such other address as may hereafter be designated by LANDLORD).
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31. SCOPE AND INTERPRETATION OF THE AGREEMENT
This Lease shall be considered to be the only agreement between the
parties hereto pertaining to the Demised Premises. All negotiations and oral
agreements acceptable to both parties are included herein. The laws of the State
of Florida shall govern the validity, interpretation, performance and
enforcement of this Lease.
32. CAPTIONS
Any heading preceding the text of the several paragraphs and
subparagraphs hereof are inserted solely for convenience of reference and shall
not constitute a part of this Lease, nor shall they affect its meaning or
construction.
33. RECORDING
TENANT shall not record this Lease or a short form or memorandum
thereof without LANDLORD's prior written consent and joinder in such instrument,
provided, however, that TENANT shall, at LANDLORD's request, enter into the
Short Form Lease Agreement attached hereto as SUPPLEMENT I to this lease, which
Short Form Lease Agreement LANDLORD, but not TENANT, shall have the right to
record in the Public Records of the County in which the Demised Premises are
located.
34. INCREASED BASE RENT
Annually, the rent shall be increased by five (5%) percent of the
preceding year's Base Rental.
35. INSURANCE
(A) COVERAGE: TENANT shall maintain, at its expense, throughout the
Term, for the benefit of LANDLORD and LANDLORD's Mortgagees, the
following insurance coverages:
(i) comprehensive general liability insurance for bodily injury
and property damage to protect both LANDLORD and TENANT
against damage, costs and attorneys' fees arising out of
accidents of any kind occurring on or about the Premises or
the Building of not less than Three Million and No/100
($3,000,000.00);
19
(ii) fire and extended casualty insurance with sufficient coverage
to reimburse the loss of all the TENANT'S improvements to the
Premises, and all the TENANT'S fixtures, equipment, personal
property and inventory;
(iii) plate glass insurance to protect both LANDLORD and TENANT
covering the replacement value of all plate glass in or about
the Premises; and
(iv) appropriate worker's compensation and any and all other
insurance required by law.
(B) ADDITIONAL INSUREDS: All insurance, except the Worker's Compensation
coverage which shall include a waiver of subrogation against the
LANDLORD and LANDLORD'S Mortgagees, required by Subsection 33(A) above,
shall name LANDLORD and LANDLORD'S Mortgagees as additional insureds
and shall be written by a company or companies qualified to do business
in Florida and reasonably acceptable to LANDLORD. A certificate showing
such insurance in force and naming LANDLORD and LANDLORD'S Mortgagees
as additional insureds or waiver of subrogation for Worker's
Compensation shall be delivered to LANDLORD prior to the Commencement
Date, and such insurance and updated certificates or renewal policies
shall be delivered to LANDLORD no fewer than thirty (30) days prior to
the expiration of the then existing policies. No policy shall be
canceled or subject to reduction in coverage or other change without at
least 30 days' advance written notice to LANDLORD. No acceptance or
approval of any insurance by LANDLORD shall relieve or release TENANT
from any liability, duty or obligation under this Lease. Whenever any
part of the Premises shall have been damaged or destroyed by fire or
other casualty or any other incident or accident has accrued which
gives rise to a potential claim under an insurance policy to be
maintained by TENANT under this Section 33, TENANT shall promptly make
proof of loss in accordance with the terms of the applicable insurance
policies and shall promptly prosecute all valid claims which may have
arisen against the insurers based upon any such casualty, incident or
accident. TENANT SHALL give LANDLORD written notice of any potential
claim within five (5) days following the date TENANT acquires actual
notice thereof.
(C) WAIVER OF SUBROGATION: LANDLORD and TENANT each waive any right of
recovery against the other for any loss to the extent that such claim
is covered by valid and collectible insurance carried for the benefit
of the party entitled to make such claim and
20
provided the insurer pays such claim. The foregoing waiver shall not
apply if the policy of insurance covering such loss would be
invalidated by the operation of said waiver.
(D) TENANT shall not do or permit anything to be done or bring into or keep
on or permit anything to be brought into or kept on the Demised
Premises which shall increase the rate of insurance on the building of
which the Demised Premises are a part. If, by reason of the failure of
TENANT to comply with the terms of this Lease, or by reason of TENANT'S
occupancy (even though permitted or contemplated by this Lease), the
insurance rate shall at any time be higher than it would be otherwise,
TENANT shall reimburse LANDLORD for all increases in insurance premiums
charged because of such violation or occupancy by TENANT.
36. PUBLIC UTILITIES
TENANT shall pay for all utilities, used or consumed in or upon the
Demised Premises, and all sewer charges, as and when the charges therefor shall
become due and payable, and TENANT shall pay any garbage or trash collection fee
imposed by any governmental authority.
37. SIGNS
TENANT will not exhibit, inscribe, paint, or affix any sign,
advertisement, notice or other lettering on any part of the outside of the
Demised Premises or of the Building of which the Demised Premises are a part, or
inside the Demised Premises if visible from the outside, without first obtaining
LANDLORD's written approval thereof; and TENANT further agrees to maintain such
sign, lettering, etc., as may be approved in good condition and repair at all
times. TENANT will not attach any awning, antenna or other projection to the
roof or the outside wall of the Demised Premises or the building of which the
Demised Premises are a part.
TENANT shall not install any drapes, curtains, blinds or any other
window covering, or overlay of any type, texture, fiber, material or the like on
any window, door or other aperture located at or within the Demised Premises,
without the express written consent of LANDLORD.
38. CONSTRUCTION
Subject to delays caused by Tenant, Landlord will within ninety (90)
days after LANDLORD'S receipt and Landlord's and Tenant's approval of the plans
and specifications described in Section 4 hereof, cause the construction of
TENANT's improvements to commence and be built in substantial compliance with
the plans and specification prepared in accordance
21
with Section 4 incorporating in such construction all items of work described in
EXHIBIT B, B-1 and B-2. Landlord shall grant Tenant one day's base rental credit
for each day after the expiration of the above ninety (90) day period (or as
same my be adjusted due to Tenant-caused delays) until the Landlord's work in
the Demised Premises is substantially complete as provided in this Lease.
LANDLORD agrees that it will provide, install or construct, at no
expense to TENANT, those standard building items described in Exhibit B attached
hereto and made a part hereof. Any and all expense for building items which are
in addition to or are in substitution for the standard building items
specifically enumerated in Exhibit B, which LANDLORD is to provide, install or
construct in the Demised Premises on TENANT'S behalf, shall be paid for by
TENANT within thirty (30) days after receipt of an invoice(s) therefor from
LANDLORD. Payment from TENANT of such costs shall not operate, expressly or
impliedly, to create in TENANT any interest in the Demised Premises beyond the
leasehold interest granted hereby.
Should the work performed by LANDLORD for TENANT at TENANT'S sole cost
and expense including any change orders exceed the lesser of the equivalent of
one-month Base Rent or the sum of $3,000.00, then TENANT shall pay to LANDLORD
said cost within fifteen days of receipt of invoice for the same but in any
event prior to TENANT taking possession of the Demised Premises. In no event,
however, shall the Commencement Date of the Lease be adjusted by reason of
non-payment of said cost.
39. RADON GAS
Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health
unit.
40. INTEREST ON PAST DUE AMOUNTS
All Rent payable hereunder shall bear interest at the highest rate
permitted by law from the due date until the date actually paid.
22
41. EXCULPATION
Neither LANDLORD nor any general or limited partner of LANDLORD (nor
any direct or indirect partner, incorporator, shareholder, trustee, officer or
director, disclosed or undisclosed, past present or future of a partner of
LANDLORD) shall be personally liable for any liability or obligation of LANDLORD
to TENANT in connection with this Lease. TENANT will look solely to the interest
of LANDLORD in the Premises to satisfy any claims TENANT may have against
LANDLORD with respect to such liabilities and obligations.
42. HAZARDOUS AND TOXIC SUBSTANCES
In addition to, and not by way of limitation of the provisions of
Section 26 above, TENANT hereby covenants with LANDLORD and represents and
warrants to LANDLORD as follows:
(A) TENANT, at its sole cost and expense, will strictly comply with any
and all applicable federal, state and local environmental laws, rules,
regulations, permits and orders affecting Demised Premises and/or the business
operation of TENANT conducted on the Demised Premises and/or the business
operation of TENANT conducted on the Demised Premises, relating to the
generation, recycling, reuse, sale, storage, handling, transport, or presence of
any "Hazardous Materials" on the Demised Premises without LANDLORD'S express
prior written consent, which consent LANDLORD may exercise in its sole
discretion. As used in this Section, the term "Hazardous Material(s)" shall mean
any substances defined as or included in the definition of "hazardous
substances," hazardous wastes," "hazardous materials," "toxic substances,"
"contaminants" or other pollution under any applicable environmental laws.
Notwithstanding anything to the contrary contained herein, LANDLORD'S consent to
any action by TENANT shall not operate to relieve TENANT of the obligation to
comply with all the provisions of this Section 40. TENANT will not permit or
allow, and will take all actions necessary to avoid, the occurrence of any
spills of Hazardous Materials on or off the Demised Premises as a result of any
construction on, or use of, the Demised Premises. TENANT shall promptly advise
LANDLORD in writing immediately upon becoming aware of (i) the existence of any
spills, releases or discharges of Hazardous Materials that occur on or onto the
Demised Premises, or off the Demised Premises, and of any existing or threatened
violation of this Section 40; (ii) any and all enforcement, cleanup, removal or
other governmental or regulatory actions instituted, completed or threatened by
any governmental authority with respect to the Demised Premises from time to
time under any applicable environmental laws;
23
(iii) any and all claims made or threatened by any non-governmental party
against TENANT or the Demised Premises relating to damage, contribution, cost
recovery, compensation, loss or injury resulting from any Hazardous Materials or
any violation of applicable environmental laws; and (iv) TENANT'S discovery of
any occurrence of condition on any real property adjoining or in the immediate
vicinity of the Demised Premises that could cause the Demised Premises or any
part thereof to be subject to any restrictions on the ownership, occupancy,
transferability or use of the Demised Premises under any environmental laws.
(B) Without LANDLORD's prior written consent, TENANT shall not enter
into any settlement, consent or compromise with respect to any "Environmental
Claim(s)" (as hereinafter defined); provided, however, that LANDLORD'S prior
consent shall not be necessary for TENANT to take any remedial action if ordered
by a court of competent jurisdiction or if the presence of Hazardous Materials
at the Demised Premises poses an immediate, significant threat to the health,
safety or welfare of any individual or otherwise requires an immediate remedial
response. As used in this Section, "Environmental Claim(s)," shall mean any
claim(s) or cause(s) of action resulting from the failure of TENANT or the
Demised Premises to comply with any environmental law relating to Hazardous
Materials, industrial hygiene or environmental conditions. In any event, TENANT
shall promptly notify LANDLORD of any action so taken.
(C) At all times during the Term of this Lease and any renewals or
extensions hereof, TENANT, at its sole cost and expense, shall comply with any
and all applicable laws, regulations, ordinances, permits and orders regulating
the type and quantity of waste that may be discharged into the sanitary sewer
system serving the Demised Premises, including, but not limited to, all rules,
regulations, permits, and orders of any governmental agency or authority having
jurisdiction, or its successor. TENANT agrees to limit its discharges of waste
into the sanitary sewer system to "Domestic Waste Water", as such terms defined
by Rule 17-6.030 (22) of the Florida Administrative Code, as amended from time
to time, or as the term may be defined by other laws, regulations, ordinances,
permits or orders presently in effect or hereafter enacted, as such laws,
regulations, ordinances, permits or orders may be amended from time to time. In
no event, however, shall Domestic Waste Water be construed to mean or include
any "Non-Domestic Waste Water" that has undergone "Pre-treatment" as the latter
term is defined in Rule 17-6.030 (63) of the Florida Administrative Code or as
defined by other laws, regulations, ordinances, orders or permits presently in
effect or hereafter enacted, as such laws, regulations, ordinances, orders or
permits presently in effect or hereafter enacted, as such laws, regulations,
ordinances, orders or permits may be amended from time to time.
24
(D) TENANT agrees that LANDLORD and LANDLORD'S agent and independent
contractors may enter and inspect the Demised Premises at any reasonable time,
and from time to time, to verify that TENANT's operations on the Demised
Premises do not violate any of the provisions of this Section 40 and that they
comply with any and all applicable environmental laws. At LANDLORD'S option,
LANDLORD may obtain, from time to time, reports from licensed professional
engineers or other environmental scientists with experience in environmental
investigations and may require TENANT to permit such licensed professional
engineers or other environmental scientists to conduct complete and thorough
on-site inspections of the Demised Premises, including, without limitation,
sampling and analysis of the soil surface water, groundwater and air, to
determine whether TENANT is in compliance with the provisions of the Section and
all environmental laws. TENANT and its agents shall cooperate with LANDLORD and
its agents in connection with the conduct of such investigations. In the event,
an inspection from a licensed environmental engineer or other environmental
scientist indicates that TENANT is in default under this Section 40, TENANT
shall, immediately upon demand, reimburse LANDLORD for all costs and expenses of
such investigations; moreover, LANDLORD may, at its option, undertake such steps
as it deems necessary to cure such default and to bring the Demised Premises
into compliance with the terms of this Section, and TENANT shall, immediately
upon demand, reimburse LANDLORD for all costs and expenses incurred in curing
such default and bringing the Demised Premises into compliance with the terms of
this Section.
(E) TENANT hereby indemnifies and holds LANDLORD harmless from and
against any and all claims, demand, damages, losses, liens, liabilities,
penalties, fines, lawsuits and other proceedings, costs, and expenses
(including, without limitation, reasonable attorneys' fees and costs at trial
and all appellate levels), arising directly or indirectly from, or in any way
connected with: (i) the presence, or use, generation, treatment or storage on,
under or about the Demised Premises of any Hazardous Materials on the Demised
Premises, or the disposal or release of Hazardous Materials on the Demised
Premises, whether or not expressly approved by LANDLORD in writing, (ii) the
presence of any Hazardous Materials off the Demised Premises, whether or not
expressly approved by LANDLORD in writing, (iii) the presence of any Hazardous
Materials off the Demised Premises as the result of any use of the Demised
Premises, (iv) any violation or alleged violation of any environmental law,
including, but not limited to, violations of the Federal Comprehensive
Environmental Response Compensation and Liability
25
Act of 1980 and regulations promulgated thereunder, as the same may be amended
from time to time, (v) the costs of any necessary inspection, audit, cleanup or
detoxification of the Demised Premises under any environmental laws, and the
preparation and implementation of any closure, remedial or other required plans,
consent orders, license applications or the like, or (vi) any default by TENANT
under this Section 40. All sums paid and costs incurred by LANDLORD with respect
to any Environmental Claim or any other matter indemnified against hereunder
shall be due and payable by TENANT immediately upon demand. If, after demand,
TENANT fails to pay any sums due pursuant to this indemnification, such sums
shall bear interest at the highest rate then permitted by applicable law, from
the date so paid or incurred by LANDLORD until LANDLORD is reimbursed by TENANT.
The indemnification contained herein shall survive the termination of the
leasehold estate created hereby and any assignment by LANDLORD of its rights
under this Lease.
(F) The foregoing Subsections 40(A) through 40(E) and this Subsection
40(F) shall apply with equal force and effect to TENANT's use and occupancy of
the Building. Any provision of this Lease to the contrary notwithstanding, any
breach of the covenants, representations or warranties contained in this Section
40 shall constitute a default under this Lease and shall entitle LANDLORD, in
addition to LANDLORD'S other rights and remedies available at law, in equity or
under this Lease, to immediately terminate this Lease.
43. RELOCATION OF TENANT
LANDLORD expressly reserves the right at LANDLORD'S sole cost and
expense to remove TENANT from the Demised Premises and to relocate TENANT in
some other space of LANDLORD'S choosing of approximately the same dimensions and
size within the Oakwood Business Center, which other space shall be improved and
decorated by LANDLORD, at LANDLORD'S expense, to the same degree as the Demised
Premises are improved immediately prior to the relocation. LANDLORD shall have
the right, in LANDLORD'S sole discretion, to use such decorations and materials
from the existing Demised Premises, or other materials so that the space in
which TENANT is relocated shall be comparable in its interior design and
decoration to the Demised Premises from which TENANT is removed. Nothing herein
contained shall be construed to relieve TENANT or imply that TENANT is relieved
of the liability for, or obligation to pay, any Additional Rent due by reason of
the provisions of Section 6 of this Lease, the provisions of which Sections
shall be applied to the space in which TENANT is relocated on the same basis as
said provisions of which Section shall be applied to the space in
26
which TENANT is relocated on the same basis as said provisions were applied to
the Demised Premises from which TENANT is removed. TENANT agrees that LANDLORD'S
exercise of its election to remove and relocate TENANT shall not terminate this
Lease or release TENANT, in whole or in part, from TENANT'S obligations to pay
Rent and perform the covenants and agreements hereunder for the full Term. In
the case Landlord exercised its rights under this paragraph, Tenant may at its
option cancel this Lease upon thirty (30) days written notice to Landlord,
instead of relocating as provided herein.
44. OWNER'S/TENANTS' ASSOCIATION
TENANT agrees that in the event an owner's and/or tenants' association
(the "Association") is formed for the Oakwood Business Center, then TENANT shall
become a member and shall maintain a membership therein, and TENANT agrees that
it shall be responsible for its share of the expenses thereof based on the
amount per square foot of rentable area in the Demised Premises, as same may be
determined from time to time by a majority vote of the members of the
Association, and TENANT agrees that it shall comply with such determination. In
the event the Association is formed, TENANT agrees that it shall abide by its
charter, by-laws and rules and regulations, same being subject to reasonable
approval by Tenant.
Additionally, TENANT hereby agrees to fully comply with the Rules and
Regulations of the Building attached hereto and incorporated herein by this
reference as Exhibit "E".
45. EMPLOYMENT OPTION CREDIT: TENANT may, at its option, receive a credit
against their Base Rent if, for any calendar year by January 30 of the
applicable calendar year, TENANT shall have employed one or more full-time (30
hours or more per week) residents of the subdivision of Liberia for said
calendar year. The credit received shall be equal to a reduction in the Base
rent of $.50 per square foot of the Demised Premises per full-time Liberia
employee, in no event, however, shall the total credit exceed $3,000 per
calendar year ("Employment Option Credit"). TENANT shall be eligible for the
Employment Option Credit only at the end of the applicable calendar year and
shall not be entitled to any Base Rent reductions during the applicable calendar
year. TENANT shall also not be entitled to any of the Employment Option Credit
for employment of less than a full calendar year (except for employment in
January thereof). TENANT must provide to LANDLORD proof of full-time employment
(for example, in the form of a W-2 form for each said employee) for each Liberia
resident for the entire calendar year (except for the period up to January 30)
as well as proof of residency for each Liberia employee. Upon satisfactory proof
of same to LANDLORD, LANDLORD shall allow TENANT the Employment Option Credit
which shall be applied Against the next calendar year's Base Rent, on a monthly
pro rata basis, with the applicable Employment Option Credit amount divided into
twelve equal reduction amounts and applied against each monthly installment of
the subsequent calendar year's Base Rent.
27
Tenant may elect eligibility for the Employment Option Credit for
subsequent calendar years or may elect not to pursue eligibility, at TENANT'S
sole option. TENANT'S failure to pursue eligibility for any given calendar year
shall not prejudice TENANT from pursuing eligibility in any subsequent calendar
year. The Employment Option Credit shall run through the term of this Lease and
any extensions, option, renewals, and modification thereto.
46 ADDITIONAL PROVISIONS
Insofar as the following additional provisions, if any, conflict with
any of the foregoing provisions, the following additional provisions, if any,
shall prevail:
DELETIONS: To the extent that any provision in this Lease has been deleted by
strike out or otherwise crossing out such preprinted provision, such deleted
provision shall be construed to have never been included in the Lease or to have
been a part thereof ab initio
IN WITTNESS WHEREOF, the parties hereto have duly executed this Lease
the day and year hereinafter set forth.
Executed this 2ND day of May 1991.
Signed, sealed and delivered in the LANDLORD
in the presence of:
STS BUILDING ASSOCIATES, L.P.,
a Delaware limited partnership
By: Hollywood STS Associates, L.P.,
Its: General Partner
By: Hollywood, Inc. (Del.)
Its: General Partner
/s/ By: /s/
----------------------------------- -----------------------------------
Its Senior Vice President
/s/ By: /s/
----------------------------------- -----------------------------------
As to Landlord Its Secretary
Executed this 30th day of April 1991.
Signed, sealed and delivered in the TENANT
in the presence of:
KOS PHARMACEUTICALS, INC.,
a Florida corporation
/s/ JO XXX XXXXXXXX By: /s/ XXXXXX X. XXXX
----------------------------------- -----------------------------------
Its President
/s/ XXXXX XXXXXXX Attest: /s/ XXXXXX X. XXXX
----------------------------------- -----------------------------------
As to Tenant Its Secretary
(Corporate Seal)
28
RIDER TO LEASE BY AND BETWEEN
STS BUILDINGS ASSOCIATES, L.P. AND
KOS PHARMACEUTICALS, INC.
THIS RIDER IS A PART OF THE ABOVE DESCRIBED LEASE AGREEMENT. IN THE EVENT OF ANY
CONFLICT BETWEEN THE PROVISIONS OF THIS RIDER AND THOSE OF ANY OTHER PART OF
THIS LEASE, THE PROVISIONS OF THIS RIDER SHALL CONTROL.
1. RENTAL CREDIT:
As an inducement to and as consideration for Tenant's execution of this
Lease Agreement Tenant shall be granted use and occupancy of the Premises
for the first two (2) months of the Lease Term without having to pay Base
Rent therefor. Notwithstanding this rental credit, the CPI adjustment to
Base Rent shall be without regard to the rental credit and shall be made
as if full Base Rent was paid.
2. CANCELLATION OPTION:
Tenant may cancel this Lease effective upon the commencement of the fourth
(4th) year of the Lease term by giving six (6) months prior written notice
to Landlord. Upon exercising said option to cancel, Tenant shall pay to
Landlord as reimbursement the unamortized portion of the base rental
credit of $7,854.36 and the unamortized portion of the improvement
allowance of $123,321.00. Said reimbursement shall be paid to Landlord
within thirty (30) days of Tenant's notice to Landlord of its intention to
exercise Tenant's cancellation option.
3. SECURITY DEPOSIT:
Tenant, as principal, shall deliver to Landlord upon completion of working
drawings referred to in Paragraph 4 of this Lease an unconditional,
irrevocable Letter of Credit in the amount of ONE HUNDRED TEN THOUSAND AND
NO/100 ($110,000.00) DOLLARS payable to and in favor or Landlord as
Security Deposit for the full and faithful performance by Tenant of all
the terms, covenants and conditions of this Lease upon Tenant's part to be
performed, which Letter of Credit shall be returned at the expiration of
each Lease Year and replaced by Tenant with a new letter of Credit with
the same terms as the original Letter of Credit except that the amount
shall decrease by twenty (20%) percent annually until the expiration of
the term herein, provided Tenant has fully and faithfully carried out all
of the said terms, covenants and conditions on Tenant's part to be
performed. In the event of a bonafide sale, subject to this Lease,
Landlord shall have the right to transfer the security to the buyer for
the benefit of Tenant and Landlord shall be considered released by Tenant
from all liability for the term of such security; and Tenant agrees to
look solely to the new landlord for the return of the said security, and
it is agreed that this shall apply to every transfer or assignment made of
the security to a new landlord.
IN WITTNESS WHEREOF, the parties hereto have signed, sealed and
delivered this Lease on the day and year first above written.
WITNESSES: STS BUILDING ASSOCIATES, L.P.,
a Delaware limited partnership
By: Hollywood STS Associates, L.P.,
Its: General Partner
By: Hollywood, Inc. (Del.)
Its: General Partner
/s/ By: /s/
----------------------------------- -----------------------------------
Vice President
/s/ By: /s/
----------------------------------- -----------------------------------
As to Landlord Secretary
Kos Pharmaceuticals, Inc.
a Florida corporation
/s/ JO XXX XXXXXXXX By: /s/ XXXXXX X. XXXX
----------------------------------- -----------------------------------
Its President
/s/ XXXXX XXXXXXX Attest: /s/ XXXXXX X. XXXX
----------------------------------- -----------------------------------
As to Tenant Its Secretary
(Corporate Seal)
EXHIBIT A
(DRAWING)
EXHIBIT "B"
LEASEHOLD IMPROVEMENTS
Landlord shall build Tenant's interior improvements in the Demised
Premises in accordance with final plans and specifications to be prepared by
Landlord's architect and approved by Landlord and Tenant. Said final plans and
specifications shall be made a part of this Lease as Exhibit C. Said final plans
and specifications shall be prepared in accordance with the space plan attached
hereto as Exhibit B-1 and Exhibit B-2 "Construction Items. "Substantial
Completion" of said improvements shall be evidenced by Landlord's written
notification to Tenant that said improvements have been substantially completed.
By taking possession of the Premises following said notification, Tenant shall
be deemed to have acknowledged and agreed that Landlord's improvements to the
Premises were made in accordance with this Exhibit "B" and that improvements
required by this Exhibit "B" have been substantially completed. All other
improvements to be made to the Premises which are necessary for the conduct of
Tenant's business in the Premises shall be made by Tenant, at Tenant's sole cost
and expense, subject to Tenant's obligation to obtain prior written consent of
Landlord to said improvements, which consent shall not be unreasonably withheld.
EXHIBIT B-1
SPACE PLANS
(TO BE ATTACHED)
EXHIBIT B-2
CONSTRUCTION MATERIALS
FLOORING TREATMENT:
1. Carpet at office areas to match existing flooring at office areas,
Phase I. If existing color is not available, Tenant to select from
Landlord's available samples.
2. Vinyl flooring at Lounge area to match existing flooring at Kitchen
area, Phase I. If existing color is not available, tenant to select
from landlord's available samples.
3. Restrooms to receive vinyl flooring to tenant's choice from
landlord's samples.
4. Floors in Formulation Lab, Secondary Lab, Workrooms 1 and 2 receive
two (2) coats xxxx stain to match existing in warehouse area, Phase
I.
WINDOW TREATMENT:
1. All interior storefront windows to receive building standard
horizontal mini-blinds.
ELECTRIC:
1. All assumptions on tenant's electrical requirement is based on
information provided by tenant and noted on plans. The electrical
service will provide for a minimum of 185.2 amps during peak loads
for the equipment in the Formulation Lab and Workrooms 1 and 2 to
operate simultaneously during scale up runs. This electric service is
exclusive of electric allocated to air conditioning, lighting and 110
volt outlets in work or office areas.
2. Final electrical connections from disconnects to tenant's equipment
are not included in estimate and is tenant's responsibility at
tenant's sole cost.
3. Electrical outlets, light switches, emergency lights, and exit lights
as required and indicated on plans. All receptacles and switches in
Formulation Lab and Workroom 1 and 2 to be moisture proof.
PLUMBING:
1. P.V.C. compressed air lines will be connected to existing system in
Phase I and stubbed out at the Formulation Lab and Workroom 1 and 2.
2. Plumbing stub out for Eye Wash at Formulation Lab will be provided.
3. Plumbing for 1/2" hose station will be stubbed out for hot and cold
water at the Formulation Lab.
4. Sink at Formulation Lab will be provided by tenant and installed by
landlord and will include hot and cold water.
5. Six inch (6") floor drains at Formulation Lab and Workroom 1. The
slab will be slopped 1" below lowest point of the room to drain in a
6' 0" diameter perimeter.
AIR CONDITIONING:
1. Air conditioning estimate includes approximately twenty (20) tons.
2. Formulation Lab, Workrooms 1 and 2 will be on a separate a/c unit.
3. Power dampers and thermostats to be installed at Workrooms 1 and 2
allowing them to be separately zoned from Formulation Lab.
CEILING TREATMENT:
1. 2' x 4' Xxxxxxxxx Cortega Acoustical Tile in a metal grid throughout,
including the secondary lab area. The exception is the Formulation
Lab and Workrooms 1 and 2 which will be of moisture resistant, vinyl
covered drywall and panels in an aluminum grid.
2. Explosion blow out panel and metal ducting required by machinery in
Formulation lab not included in estimate and is tenant's
responsibility and at tenant's sole cost.
EXHIBIT B-2
CONSTRUCTION MATERIALS
(PAGE 2)
3. Landlord shall provide and install a roof xxxx required by Tenant's
machinery at Tenant's sole cost.
PAINTING:
1. All walls in individual offices to be painted with two (2) coats of
flat vinyl paint of tenant's choice from landlord's building standard
selections.
2. Hallway, Lunchroom and Bathrooms to be painted with two (2) coats of
semi-gloss latex paint of tenant's choice from landlord's samples.
3. All doors and trim to be painted with two (2) coats semi-gloss oil
paint of tenant's choice from landlord's samples.
4. All walls in Formulation Lab and Workrooms 1 and 2 to be painted with
a washable epoxy paint.
5. Walls in the secondary lab to receive two (2) coats of semi-gloss
latex paint of tenant's choice from landlord's sample.
6. All doors and trim match existing in Phase I, unless otherwise noted
on plans. If existing colors are available, tenant to select from
landlord's available samples.
PHONE/COMPUTERS:
1. Landlord shall provide empty phone box with a 1/2" conduit and CRT
box with a 3/4" conduit stubbed out above the ceiling. Tenant is
responsible for the wiring, finish plates and any equipment. Tenant
to utilize existing phone board in Phase I.
MILLWORK:
1. 6' mica partitions will be located between the sink and toilet in the
bathrooms.
LIGHTING:
1. 2' x 4' four-bulb fluorescent light fixtures as required and
indicated on space plans. All light fixtures in Formulation Lab and
Workroom 1 and 2 will be moisture resistant.
ROOF PENETRATIONS:
1. A 39" diameter circular roof penetration and duct for a blow out
vent in the fluid bed processor, a 10" diameter roof penetration and
duct for 22 KW blower and a 2' x 2' roof penetration and duct for
heat exchanger will be installed.
DOORS:
1. All interior doors at office area are 36" solid core doors in steel
door frames. The door between the Kitchen/Lounge area and the
Secondary Lab will have a safety glass panel, approximately 2'W x
4'H in size.
PARTITIONS:
1. All interior partitions of metal studs with 1/2" drywall partition on
both sides.
STRUCTURAL:
1. Landlord shall provide necessary structural supports for an
approximate 400 pound, 32" x 36", 22 KW Blower to be mounted above
the roof. Exact location to be determined by structural
considerations and shall be coordinated by Landlord with Tenant in
the field. Installation of blower and necessary hookups shall be the
responsibility of Tenant and Tenant's sole cost.
EXHIBIT B-2
CONSTRUCTION MATERIALS
(PAGE 3)
WALL PENETRATIONS:
1. Landlord shall be responsible for all work associated with the
openings at the demising wall between Phase I and Phase II. Landlord
shall not proceed with said work without written authorization by
Tenant. Landlord and Tenant shall coordinate scheduling.
EXHIBIT C
PLANS AND SPECIFICATIONS
(Intentionally Left Blank)
EXHIBIT E
RULES OF THE BUSINESS CENTER
In addition to the terms, covenants, and conditions of the Lease,
Tenant shall comply, and Tenant shall cause the Premises to comply with the
following:
A. PARKING: Parking of automobiles, trucks and other vehicles shall be
restricted to areas designated for such purpose by Landlord.
Landlord reserves the right to remove by towing any vehicle which is
obstructing any door or driveway, obstructing other parked vehicles, parked in a
restricted area, or is otherwise improperly parked. All towing expenses shall be
paid by the vehicle owner.
Each vehicle owner shall be responsible for any damage to Landlord's
or any third party's property caused by the operation or parking of such
vehicle.
Parking both during and after normal business hours shall conform and
comply with all laws, ordinances and regulations of any agency or any regulatory
authority.
Repairs to, and maintenance of, vehicles on any part of the Business
Center visible outside Tenant's Premises (including washing and waxing) is
prohibited.
B. OUTDOOR STORAGE: Tenant shall not store any materials, supplies,
equipment or other property outside the Premises or in trailers, whether
attached to or detached from a driving unit, nor shall any such tractor/trailer
be parked within the Business Center for more than twenty-four (24) continuous
hours.
C. HAZARDOUS WASTE: Tenant shall not generate, store, handle or use
any hazardous effluent, material or substances in excess of lawful standards, or
prohibited by code, anywhere in the Business Center.
D. Tenant, it's officers, agents, servants, guests, invitees,
licensees and employees shall not block or obstruct any of the entries,
passages, doors or hallways in the Business Center nor place, empty or throw any
rubbish, litter, trash or material of any nature into such areas, or permit such
areas to be used at any time except for the ingress or egress of Tenant, its
agents, employees, visitors or invitees.
E. Landlord will not be responsible for lost or stolen personal
property, equipment, money or any article taken from the Premises or any other
part of the Business Center, regardless of how or when such loss occurs.
F. Tenant, its officers, agents, servants or employees shall not use
any part of the Premises or the Business Center for housing, lodging or sleeping
purposes without the prior written consent of Landlord.
G. Tenant shall not permit the operation of any musical or
sound-producing instruments or devices which may be heard outside the Premises.
H. The plumbing facilities shall not be used for any purpose other
than that for which they are constructed, and no foreign substances of any kind
shall be thrown therein, and the expense of any breakage, stoppage or damage
resulting from a violation of this provision shall be borne by Tenant.
I. All contractors and/or technicians performing work for Tenant
within the Premises shall be approved by Landlord before commencing work. This
shall apply to, but shall not be limited to, installation of telephones,
telegraph equipment, electrical devices and attachments, and all installations
affecting floors, walls, windows, doors, ceilings, equipment or any other
physical feature of the Premises.
J. Canvassing, soliciting and peddling in the Industrial Park,
including, without limitation, the distribution of any handbills or other
advertising matter in automobiles parked in the Business Center, is prohibited,
and each Tenant shall cooperate to prevent the same. In this respect, Tenant
shall promptly report any such activities to Landlord.
E-1
K. In the event Tenant must dispose of crates, boxes or other refuse
which will not fit into office wastepaper baskets, it will be the responsibility
of Tenant to dispose of same in the waste dumpsters provided by Landlord, broken
down into the smallest and most reasonably compact components. In no event shall
Tenant set such items in areas of the Industrial Park other than within Tenant's
own Premises for disposal.
L. If the Premises should become invested with vermin, Tenant at its
sole cost and expense, shall cause the Premises to be exterminated at such time,
and from time to time, to the satisfaction of Landlord.
M. Tenant shall not install any antenna or aerial wires, radio or
television equipment, inside or outside of the Premises without Landlord's prior
written approval and upon such reasonable terms and conditions as may be
specified by Landlord in each and every instance.
E-2
SUPPLEMENT I to LEASE Dated ___________________________________- Between
________________________________________________________________________
__________________________________________________________, (LANDLORD)
and ____________________________________________________________________
_________________________________________________________, (TENANT).
PURSUANT to the provisions of the above-referenced Lease, LANDLORD and
TENANT, intending to be legally bound hereby, agree that the term of the said
Lease commenced on the ____ day of _______________, 199__, shall end on the ____
day of __________________, 199__, at Midnight, unless sooner terminated or
extended as therein provided.
IN WITTNESS WHEREOF, the parties hereto have duly executed this
SUPPLEMENT I to said Lease the day and year hereinafter set forth.
Executed this ____ day of
________ 199__.
Signed, sealed and delivered in the LANDLORD
in the presence of:
STS BUILDING ASSOCIATES, L.P.,
a Delaware limited partnership
By: Hollywood STS Associates, L.P.,
Its: General Partner
By: Hollywood, Inc. (Del.)
Its: General Partner
----------------------------------- By: --------------------------------
Its Senior Vice President
----------------------------------- By: --------------------------------
As to Landlord Its Secretary
Executed this ___ day of
_________ 199__.
Signed, sealed and delivered in the TENANT (If Corporation)
in the presence of:
----------------------------------- By: --------------------------------
Its President
----------------------------------- Attest: /s/ -------------------------
As to Tenant Its Secretary
(Corporate Seal)
Executed this ___ day of
_________ 199__.
Signed, sealed and delivered in the TENANT
in the presence of: (If Individuals or an Unincorporated
Identity)
------------------------------------
------------------------------------
----------------------------------- By: --------------------------------
------------------------------------
As to TENANT
SUPPLEMENT 1
THIS IS A FORM ONLY - NOT TO BE EXECUTIED
SUPPLEMENT I TO LEASE Dated May 2, 0000 Xxxxxxx XXX XXXXXXXXX
XXXXXXXXXX, L.P., (LANDLORD) and KOS PHARMACEUTICALS, INC. (TENANT).
PURSUANT to the provisions of the above-referenced Lease, LANDLORD and
TENANT, intending to be legally bound hereby, agree that the Term of said Lease
commenced on the 26th day of September, 1991, and shall end on the 30th day of
September, 1996 at Midnight, unless sooner terminated or extended as therein
provided.
IN WHITNESS WHEREOF, the parties hereto have duly executed this
SUPPLEMENT I to said Lease the day and year hereinafter set forth.
Executed this 10th day of
December 1991.
Signed, sealed and delivered in the LANDLORD
in the presence of:
STS BUILDING ASSOCIATES, L.P.,
a Delaware limited partnership
By: Hollywood STS Associates, L.P.,
Its: General Partner
By: Hollywood, Inc. (Del.)
Its: General Partner
/s/ ILLEGIBLE By: /s/ ILLEGIBLE
----------------------------------- --------------------------------
Its Senior Vice President
/s/ ILLEGIBLE By: /s/ ILLEGIBLE
----------------------------------- --------------------------------
As to Landlord Its Secretary
Executed this 15th day of
November 1991.
Signed, sealed and delivered in the TENANT
in the presence of:
KOS PHARMACEUTICALS, INC.,
/s/ XXXXXX XXXXXXX By: /s/ XXXXXX X. XXXX
----------------------------------- --------------------------------
Its President
/s/ XXXXX XXXXXXX Attest: /S/ XXXXX XXXX
----------------------------------- --------------------------------
As to Tenant Its Asst. Secretary
E-2
