EXHIBIT 10.15
LEASE AGREEMENT
THIS LEASE made as of this 1st day of APRIL, 1993, by and between
Biomedical Research Institute ("BRI"), an affiliate of AFBR, Incorporated in the
State of Illinois, the address of which is 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx,
Xxxxxxxx 00000 ("Landlord"), and GenVec, Inc., the address of which is 00000
Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 ("Tenant").
ARTICLE I
GRANT AND TERM
SECTION 1.01. LEASED PREMISES. (a) Landlord, in consideration of the rent
to be paid and the covenants to be performed by Tenant, does hereby demise and
lease unto Tenant, and Tenant hereby rents and hires from Landlord, those
certain premises consisting of 3,343 square feet of office, laboratory, and
animal facilities located at 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, as
more particularly shown and described by cross-hatching on Exhibit A attached
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hereto. Tenant agrees to accept the premises in "as is" condition.
(b) Said Lease shall include all of the equipment, fixtures, furnishings,
decor, decorations, installations, appurtenances and personal property presently
existing on said premises or to be placed, installed or erected on the premises,
and together with the right to use all hallways, lobbies, stairways and
lavatories shown by shading on Exhibit "A" hereto and all adjoining parking
areas, driveways, sidewalks, roads, alleys and means of ingress and egress
pertaining to the Leased Premises (collectively, the "common areas").
SECTION 1.02. COMMENCEMENT AND ENDING DAY OF TERM. The term of this Lease
shall commence upon APRIL 1, 1993 and shall end on MARCH 31, 1994.
SECTION 1.03. RENEWAL BY TENANT. Provided there is no continuing Event of
Default, Tenant may renew this Lease for an additional twelve (12) months by
delivering at least thirty (30) days prior written notice to Landlord.
SECTION 1.04. TENANT'S EARLY TERMINATION OPTION. Notwithstanding any
other provision of this Lease to the contrary, and provided Tenant is not
otherwise in default hereunder, Tenant shall have the right, at its option, to
terminate this Lease by delivering to Landlord at least thirty (30) days' prior
written notice thereof, which notice shall be accompanied by a payment in the
amount of two (2) month's net rent in consideration for such early termination.
In the event that this option is exercised,
this Lease shall terminate on the date specified in such notice, without the
need for further action, whereupon neither party shall have any further
liability to the other under this Lease. Tenant shall continue to pay all rent
until the date of termination.
ARTICLE II
RENT
SECTION 2.01. RENT. Tenant shall pay to Landlord, without deduction or
set-off except as otherwise provided in this Lease, at the address specified
herein or furnished pursuant to this Lease, a monthly rental ("net rent") of
$4,560.41 ($16.37 per square foot on an annual basis) during the term of this
Lease. Monthly rental for the renewal period will be adjusted based on the
Washington, D.C. area CPI (Urban Wage Earners) and the determination of the
adjusted rental for the renewal period shall be made and communicated to Tenant
(along with the calculation therefore) at least thirty (30) days prior to the
last date on which Tenant may exercise its renewal option pursuant to Section
1.03.
SECTION 2.02. NON-APPLICABLE.
SECTION 2.03. NON-APPLICABLE.
SECTION 2.04. SERVICES AND BENEFITS INCLUDED IN ANNUAL RENTAL. Landlord
shall provide Tenant as part of Tenant's Annual Rent the following services and
benefits:
1. Occupancy of turnkey laboratory, and animal facilities in "as is"
condition;
2. Adequate premise security consistent with other laboratories in
business on Landlord's leasehold;
3. Fire, casualty and public liability coverage on the
building and the common spaces;
4. Parking for at least 12 cars;
5. All utilities related to the Leased Premises;
6. Janitorial services on a regular basis;
7. All real estate taxes payable on the Property; and
8. All maintenance and cleaning services for both the Leased Premises and
the common areas, unless due to the negligence or willful misconduct
of Tenant or special requests by Tenant.
SECTION 2.05. OPTIONAL SERVICES OFFERED BY LANDLORD. At Tenant's option,
subject to separate agreement in writing, Landlord will provide the following
services at Landlord's cost plus a maximum markup of 20% above Landlord's cost:
1. Environment rooms
2. Common Equipment
3. Certified Equipment
4. Conference Facilities
5. Repository
6. Kitchen
7. Animal Husbandry
8. Word Processing
9. Messenger Center
10. Clerical Services
Landlord may allow Tenant to solely use specific pieces of common equipment
without charging Tenant additional rent for this sole use. If no additional
rent is charged to Tenant, Tenant agrees to maintain the equipment and return it
to Landlord in a reasonable condition. Tenant agrees to accept responsibility
for the related repair and maintenance costs.
ARTICLE III
USE
SECTION 3.01. USE. Tenant shall use the Leased Premises only for the
operation of a medical research laboratory, administrative offices, and animal
rooms and for no other purpose without the prior written consent of Landlord;
provided, however, that at Landlord's option, Tenant may use the Leased Premises
for any legally permissible use which proves to be economically feasible, to be
determined by Landlord within its good faith discretion.
SECTION 3.02. WASTE/PROHIBITED USE. Tenant shall not use or permit the
Leased Premises or any part thereof to be used for any purpose or purposes other
than the purpose or purposes for which the Leased. Premises are leased. Tenant
shall not commit or suffer to be committed any waste upon the Leased Premises.
Tenant shall not use the Leased Premises or permit the same to be used in whole
or in part for any purpose or use that violates the laws, ordinances,
regulations or rules of any public authority or organization.
ARTICLE IV
MAINTENANCE
SECTION 4.01. Landlord agrees to maintain in good repair the outside
walls, foundation and roof of the buildings and surface of the parking areas,
sidewalks and driveways, as well as the structural soundness of the building,
including all common areas and all component parts thereof the plumbing,
electrical wiring, air conditioning and heating equipment.
SECTION 4.02. Tenant will at all times during the term of the Lease,
maintain the Leased Premises and the immediate area around the Leased Premises,
at its own expense, in a clean, orderly, and sanitary condition.
ARTICLE V
ALTERATIONS AND ADDITIONS
SECTION 5.01. Tenant shall make no improvements or additions in or to the
Leased Premises without Landlord's prior written permission which will not be
unreasonably withheld. Minor alterations, additions or decorating may be made by
Tenant in a good workmanlike manner. All alterations, improvements or additions
shall be at Tenant's sole expense unless otherwise agreed to in writing by both
parties.
SECTION 5.02. In the event that any mechanics' or materialmen's liens
shall at any time be filed against the Leased Premises purporting to be for
work, labor, services or materials performed or furnished to Tenant or anyone
holding the Leased Premises through or under Tenant, Tenant shall forthwith
cause the same to be discharged of record or by bond, indemnification agreement
or otherwise as agreed in writing between the parties within thirty (30) days
following the date of such filing. If Tenant shall fail to cause lien to be
discharged (or Landlord's interest protected as allowed in the preceding
sentence) after being notified of the filing thereof as aforesaid, then, in
addition to any other right or remedy of Landlord and Tenant shall pay as
additional rent, on the first day of the next succeeding month all costs and
expenses, including reasonable attorneys' fees incurred by Landlord in
attempting to discharge such lien.
SECTION 5.03. REPLACEMENTS. Tenant may install or place or re-install or
replace upon and, if there is no continuing Event of Default, remove from the
Leased Premises any trade fixtures, signs, machinery, and equipment. Such trade
fixtures, signs, machinery, and equipment shall not be come the property of the
Landlord (other than replacements of trade fixtures, machinery, and equipment
which are the property of the Landlord and which replacements shall also be the
property of Landlord). All personal property of the Tenant located on the Leased
Premises is at Tenant's sole risk.
ARTICLE VI
LIMITATION ON LANDLORD'S LIABILITY
SECTION 6.01. Except with respect to any damages resulting from the
willful or negligent act or omission of Landlord, its agents and employees,
Landlord shall not be liable to Tenant, its employees, agents, business
invitees, licensees, customers, guests, or trespassers for any damage or loss to
the property of Tenant or others located on the Leased Premises or for any
accident or injury
to person in the Leased Premises or the Building resulting from: the necessity
of repairing any portion of the Building; the use or operation (by Tenant or any
other person or persons whatsoever) of any elevators, or heating, cooling,
electrical or plumbing equipment or apparatus; the termination of this Lease by
reason of the destruction of the Building or the Leased Premises; any fire,
robbery, theft and/or any other casualty; any leaking in any part or portion of
the Leased Premises or the Building; any water, wind, rain, or snow that may
leak into, or flow from, any part of the Leased Premises or the Building; any
acts or omissions of any occupant of any space adjacent to or adjoining all or
any part of the Leased Premises; any water, gas, steam, fire, explosion,
electricity or falling plaster; the bursting, stoppage or leakage of any pipes,
sewer pipes, drains, conduits, ducts, appliances or plumbing works; the
functioning or malfunctioning of the fire sprinkler system; the functioning or
malfunctioning of any security system installed in the building of any part
thereof, or any other cause whatsoever.
SECTION 6.02. Landlord shall not be required to perform any of its
obligations or any other provision of this Lease, nor be liable for loss or
damage for failure to do so, nor shall Tenant be released from any of its
obligations under this Lease because of the Landlord's failure to perform, where
such failure arises from or through acts of God, strikes, lockouts, labor
difficulties, explosions, sabotage, accidents, riots, civil commotions, acts of
war, results of any warfare or warlike conditions in this or any foreign
country, fire and casualty, requirements or other causes beyond the reasonable
control of Landlord. If Landlord is so delayed or prevented from performing any
of its obligations during the Term, the period of such delay or such prevention
shall be deemed added to the time herein provided for the performance of any
such obligation.
ARTICLE VII
RULES AND REGULATIONS
SECTION 7.01. RULES AND REGULATIONS. Tenant agrees to comply with and
observe all rules and regulations established by Landlord from time to time
(including, but not limited to, those attached hereto as Exhibit "B"), provided
the same shall apply uniformly to all tenants of the laboratories. Tenant's
failure to keep and observe said rules and regulations shall constitute a breach
of the terms of this Lease in the same manner as if the rules and regulations
were contained herein as covenants. In the case of any conflict between said
rules and regulations and this Lease, this Lease shall be controlling.
ARTICLE VIII
ACCESS BY LANDLORD
SECTION 8.01. RIGHT OF ENTRY. Landlord or Landlord's agents shall have the
right to enter the Leased Premises at all reasonable times to examine the same
after having given Tenant at least forty-eight (48) hours prior notice thereof,
except if otherwise agreed to by Tenant or in case of emergencies, in which
event as much prior notice as is practicable shall be given. After giving the
same notice as described in the immediately preceding sentence, Landlord or
Landlord's agents shall have the further right to enter the Leased Premises to
make such repairs, alterations, improvements or additions as Landlord may deem
necessary or desirable, and Landlord shall be allowed to take all material into
and upon the Leased Premises that may be required therefore without the same
constituting an eviction of Tenant in whole or part, and the rent and other
charges reserved shall in no way xxxxx while said repairs, alterations,
improvements, or additions are being made, by reason of loss or interruption of
business by Tenant, or otherwise. During the three (3) months prior to the
expiration of the term of this Lease, Landlord may exhibit the Leased Premises
to prospective tenants.
ARTICLE IX
INDEMNIFICATION
SECTION 9.01. Tenant hereby indemnifies, and shall protect and hold
Landlord harmless from and against all liabilities, losses, claims, demands,
costs, expenses, and judgments of any nature arising, or alleged to arise, from
or in connection with (a) any injury to, or the death of, any person or loss or
damage to property on or about the Leased Premises or any adjoining property
arising from or connected with (i) the use of the Leased Premises or the common
area by Tenant during the term, (ii) the use of any common equipment (referred
to in Section 2.05) by Tenant or any of its employees during the term, or (b)
performance of any labor or services or the furnishing of any material or other,
property in respect of the Leased Premises or any part thereof by or at the
request of the Leased Premises or any part thereof by or at the request of
Tenant. Tenant will resist and defend any action, suit, or proceeding brought
against Landlord by reason of any such occurrence by counsel designated by
Tenant and approved by Landlord.
ARTICLE X
INSURANCE AND INDEMNITY
SECTION 10.01. TENANT'S INSURANCE. (a) Tenant, at its sole cost and
expense, shall, during the entire term hereof, procure, pay for and keep in full
force and effect: (i) public liability and property damage insurance with
respect to the Leased Premises and the operations of Tenant in, on or about the
Leased Premises, in which the limits with respect to public liability shall be
not less than One Million Dollars ($1,000,000) per occurrence for personal
injury and death and in which the limits with respect to property damage
liability shall not be less than Five Hundred Thousand Dollars ($500,000); (ii)
insurance against vandalism, malicious mischief and such other additional perils
as now are or hereafter may be included in a standard extended coverage
endorsement from time to time in general use in the county in which the Leased
Premises are located, insuring tenant's merchandise, trade fixtures, equipment
and all other items of personal property of Tenant located on or in the Leased
Premises, in an amount equal to not less than eighty percent (80%) of the actual
replacement cost thereof; and (iii) xxxxxxx'x compensation coverage as required
by law.
(b) All policies of insurance required to be carried by Tenant pursuant to
this Section 10.01 shall be written by responsible insurance companies
authorized to do business in the state in which the Leased Premises are located,
and shall name Landlord as an additional insured.
(c) Provided the insurance required to be maintained by Tenant pursuant to
Section 10.01 (a) is in full force and effect and remains so, Landlord waives,
releases, and discharges Tenant to the extent of insurance coverage maintained
by Tenant. All claims or demand whatsoever which Landlord may have or acquire in
the future arising out of damage to or destruction of the Leased Premises
occasioned by fire or extended coverage risks whether such claim or demand may
arise because of the negligence of Tenant, its agents or employees or otherwise,
and Landlord agrees to look only to the insurance coverage to the extent of such
coverage in the event of such loss.
(d) Landlord and Tenant hereby each release the other from any and all
liability or responsibility to the other or any one claiming through or under
them by way of subrogation or otherwise for any insured loss or damage to
property caused by fire or other casualty, whether such loss, damage, fire or
other insured event shall have been caused by the negligence but not willful
misconduct of the other party, provided, however, that this release shall be
applicable and in force and effect only with respect to loss or damage occurring
during such time as the releasor's policies of insurance shall contain a clause
or endorsement to the effect that any such release shall not adversely affect or
impair said policies
or prejudice the right of the releasor to recover thereunder and shall apply
only to the extent of the respective insurance coverages. Landlord and Tenant
that each will request its insurance carriers to include in its policies such a
clause or endorsement provided that if an additional premium shall be charged
therefore, each party shall advise the other thereof and of the amount of such
additional premium, and the other party, at its election, may pay but shall not
be obligated to do so. If both parties cannot obtain such a waiver subrogation
at reasonable commercial rates, then both parties shall be released from their
obligation to obtain such a waiver.
Each party will be deemed to have provided within their respective
insurance policies a waiver of subrogation until notice is provided that waiver
of subrogation has not been obtained and the policy for which it has not been
obtained.
ARTICLE XI
OFF-SET STATEMENT, ATTORNMENT AND SUBORDINATION
SECTION 11.01. OFF-SET STATEMENT. Tenant agrees within ten (10) days
after request therefore by Landlord, to execute in recordable form and deliver
to Landlord a statement, in writing, certifying (a) that this Lease is in full
force and effect, (b) the date of commencement of the term of this Lease, (c)
that rent is paid currently without any off-set or defence thereto, (d) the
amount of rent, if any, paid in advance, (e) whether this Lease has been
modified and, if so, identifying the modifications, and(f) that there are no
uncured defaults by Landlord or stating those claimed by Tenant, provided that,
in fact, such facts are accurate and ascertainable.
SECTION 11.02. ATTORNMENT. Subject to the non-disturbance provisions
of Section 11.03, in the event any proceedings are brought for the foreclosure
of, or in the event of the conveyance by deed in lieu of foreclosure of, or in
the event of exercise of the power of sale under, any mortgage and/or deed of
trust made by Landlord covering the Leased Premises, or in the event Landlord
sells, conveys or otherwise transfers its interest in the Leased Premises or any
portion thereof containing the Leased Premises, this Lease shall remain in full
force and effect and Tenant hereby attorns to and covenants and agrees to
execute an instrument in writing reasonably satisfactory to the new owner
whereby Tenant attorns to, such successor in interest and recognizes such
successor as the Landlord under this Lease. Payment by or performance of this
Lease by any person, firm or corporation claiming an interest in this Lease or
the Leased Premises by, through or under the Tenant without Landlord's consent
in writing shall not constitute an attornment or create any interest in this
Lease or the Leased Premises.
SECTION 11.03 SUBORDINATION. Tenant agrees that this Lease shall, at the
request of Landlord, be subordinate to any first mortgages or deeds of trust or
primary leases that may now or hereafter be placed upon the Leased Premises and
to any and all advances to be made thereunder, and to the interest thereon, and
all renewals, replacements and extensions thereof, provided the mortgagees or
beneficiaries named in said mortgages or trust deeds shall agree to recognize
the interest of Tenant under this Lease in the event of foreclosure, if Tenant
is not then in default. Tenant also agrees that any mortgagee or beneficiary may
elect to have this Lease constitute a prior lien to its mortgage or deed of
trust, and in the event of such election and upon notification by such mortgagee
or beneficiary to Tenant to that effect, this Lease shall be deemed prior in
lien to such mortgage or deed of trust. Tenant agrees that upon the request of
Landlord, or any mortgagee or beneficiary, Tenant shall execute whatever
instruments may be required to carry out the intent of this Section.
SECTION 11.04. REMEDIES. Failure of Tenant to execute any statements or
instruments necessary or desirable to effectuate the foregoing provisions of
this Article, within ten (10) days upon written request so to do by Landlord,
shall constitute a breach of this Lease. In the event of such failure, Landlord,
in addition to any other rights or remedies it might have, shall have the right
by not less than ten (10) days' notice to Tenant to declare this Lease
terminated and the term ended, and if Tenant shall not have executed and
delivered such statement or instrument to Landlord prior to the expiration of
such ten (10) day notice period, this Lease shall cease and terminate on the
date specified in such notice with the same force and effect as though the date
set forth in such notice were the date originally set forth herein and fixed for
the expiration of the term; upon such termination Tenant shall vacate and
surrender the Leased Premises. Further, Tenant hereby irrevocably appoints
Landlord as attorney-at-fact for the name of the Tenant any such statements or
instruments.
ARTICLE XII
ASSIGNMENT AND SUBLETTING
SECTION 12.01. ASSIGNMENT AND SUBLETTING. Notwithstanding any provision
herein to the contrary, Tenant agrees not to assign or in any manner transfer
this Lease or any estate or interest therein, and not to lease or sublet the
Leased Premises or any part or parts thereof or any right or privilege
appurtenant thereto without the written consent of the Landlord, which consent
shall not be unreasonably withheld.
SECTION XIII
DEFAULT
SECTION 13.01. If Tenant shall violate any covenant, including the
covenant to pay rent when due, made by it in this Lease and shall fail to pay
said rent within the five (5) day period after Tenant's receipt of notice of
such failure, or in the event of a violation of any other covenant, Tenant shall
fail to comply with said covenant within twenty (20) days after Tenant's receipt
of notice of such violation from Landlord, or Tenant shall abandon said Leased
Premises, or shall be adjudicated insolvent or bankrupt pursuant to the
provisions of any state Act or the Federal Bankruptcy Code ("Events of
Default"), Landlord may, at its option, re-enter and remove all persons and
property from Leased Premises without being deemed guilty of any manner of
trespass and without prejudice to any remedies for arrears of rent or breach of
covenant and declare this Lease and the tenancy created terminated. Landlord
may, at its election, provide Tenant with additional time to correct any Event
of Default provided Tenant is utilizing its best efforts to correct such Event
of Default. Landlord's agent or attorney may resume possession of the property
and relet the same for the remainder of the term for the account of Tenant, who
shall pay any deficiency. Landlord shall be entitled to the benefit of all
provisions of applicable laws respecting the speedy recovery of lands and
tenements held over by Tenant or proceedings in forcible entry and detainer. If
Landlord ends this Lease or ends Tenants right to possess the Premises because
of a Default, Landlord may hold Tenant liable for rent and other indebtedness
accrued to the date the Lease ends. Tenant shall also be liable for the rent.
Additional Rent and other indebtedness that otherwise would have been payable by
Tenant during the remainder of the term had there been no Default., reduced by
any sums Landlord receives by reletting the Premises during the Term.
SECTION 13.02. If Landlord shall default on the terms of this Lease
Agreement by reason of the Termination of the Prime Lease Agreement between
American Foundation for Biological Research as Tenant and Xxxxxxx Xxxxxxxxx as
Landlord, and Tenant (GenVec) is required to vacate its premises prior to the
ending day of the term as outlined in Section 1.03, then this will not be
considered an "early termination" as defined in Section 1.04, and therefore,
Tenant will be not be required to pay the early termination fee of two (2)
month's net rent.
ARTICLE XIV
ATTORNEY'S FEES
SECTION 14.01. In case suit shall be brought for recovery of possession of
the Leased Premises, for the recovery of rent of any other amount due under the
provisions of this Lease, or because of the breach of any other covenant herein
contained on the part of
Tenant to be kept or performed, and a breach shall be established, Tenant shall
pay to Landlord all expenses incurred therefore, including reasonable attorneys'
fees; provided, however, that if Landlord shall fail to establish such breach,
then Landlord shall pay to Tenant all of Tenant's reasonable expenses incurred
in the defense thereof, including reasonable attorneys' fees. In the event of
such suit, both parties waive their respective rights to a trial by jury.
ARTICLE XV
QUIET ENJOYMENT
SECTION 15.01. Tenant upon paying the rent as provided in ARTICLE II, and
performing the covenants and agreements of this Lease shall quietly have, hold
and enjoy the Leased Premises and all rights granted Tenant in this Lease during
the term thereof and extensions thereto, if any.
ARTICLE XVI
BANKRUPTCY OR INSOLVENCY
SECTION 16.01. TENANT'S INTEREST NOT TRANSFERABLE. Neither Tenant's
interest in this Lease, nor any estate hereby created in Tenant nor any interest
herein or therein, shall pass to any trustee or receiver or assignee for the
benefit of creditors or otherwise by operation of law except as may specifically
be provided pursuant to the Bankruptcy Code.
SECTION 16.02. TERMINATION BY INSOLVENCY. In the event the interest or
estate created in Tenant hereby shall be taken in execution or by other process
of law or if Tenant hereby shall be taken in execution or by other process of
law or if Tenant is adjudicated insolvent or bankrupt pursuant to the provisions
of any State Act or the Bankruptcy Code or if Tenant is adjudicated insolvent by
a Court of competent jurisdiction other than the United States Bankruptcy Court,
or if a receiver or trustee of the property of Tenant, if any, to pay its debts,
or if any assignment shall be made of the property of Tenant or, if any, for the
benefit of creditors, then and in any such events, this Lease and all rights of
Tenant hereunder shall automatically cease and terminate with the same force and
effect as though the date of such event were the date originally set forth
herein and fixed for the expiration of the term, and Tenant shall vacate and
surrender the Leased Premises but shall remain liable as herein provided.
ARTICLE XVII
MISCELLANEOUS
SECTION 17.01. WAIVER; ELECTION OF REMEDIES. One or more waivers of any
covenant or condition by Landlord shall not be construed as a waiver of a
subsequent breach of the same covenant or condition, and the consent or approval
by Landlord to or of any act by Tenant requiring Landlord's consent or approval
shall not be deemed to render unnecessary Landlord's consent or approval to or
of any subsequent similar act by Tenant. No breach by Tenant of a covenant or
condition of this Lease shall be deemed to have been waived by Landlord unless
such waiver is in writing signed by Landlord. The rights and remedies of
Landlord under this Lease or under any specific Section, subsection or clause
hereof shall be cumulative and in addition to any and all other rights and
remedies which Landlord has or may have elsewhere under this Lease or at law or
equity, whether or not such Section, subsection or clause expressly so states.
SECTION 17.02. NOTICES. Any notices required or permitted hereunder shall
be in writing and delivered either in person to the other party or the other
party's authorized agent, or by United States Certified Mail, Return Receipt
Requested, postage fully prepaid, or by telegraphic communication, to the
addresses set forth hereinafter, to such other address as either party may
designate in writing and deliver as herein provided.
Landlord: Biomedical Research Institute
00000 Xxxxxxxx Xxxxx
Xxxxxxxxx XX 00000
with a copy to: Xxxxxx X. Xxxxxxx, Xx.
0000 Xxxxxx Xxxxxxxxx, X.X. Xxxxxxxxxx X.X.
00000
Tenant: GenVec, Inc.
00000 Xxxxxxxx Xxxxx
Xxxxxxxxx XX 00000
with a copy to: Xxx X. Xxxxxxxxx, M.D.
Xxxxxxx Medical Ventures
0 Xxxxxx Xxxxx Xxxxx Xxxxx 000
Xxxxxxx XX 00000-0000
SECTION 17.03. CAPTIONS. The captions and headings throughout this Lease
are for convenience and reference only and the words contained therein shall in
no way be held or deemed to define, limit, describe, explain, modify, amplify or
add to the interpretation, construction or meaning of any provision or the scope
or intent of this Lease nor in any way affect this Lease.
SECTION 17.04. LAW OF MARYLAND. This Lease Agreement shall be construed
under the laws of the State of Maryland.
SECTION 17.05. HOLD OVER. During the period of any holding over after the
termination or expiration of this Lease Agreement by Tenant, Tenant shall be
deemed to be a Tenant from month to month.
SECTION 17.06. SUCCESSOR AND ASSIGNS. This Lease Agreement and the
covenants and conditions herein contained shall inure to the benefit of and be
binding upon Landlord, its successors and assigns, and shall inure to the
benefit of Tenant and only such assigns of Tenant to whom the assignment by
Tenant has been consented to by Landlord.
SECTION 17.07. ENTIRE AGREEMENT. This Lease Agreement constitutes the
entire agreement of the parties and the same may not be amended or modified
orally. All understandings, prior negotiations and agreements heretofore, oral
and written, had between the parties are merged in this Lease Agreement, which
alone
fully and completely expresses their understanding and is binding upon Tenant,
its successors and assigns.
SECTION 17.08. This Lease is subject to and subordinate to the Prime
Lease Agreement between American Foundation for Biological Research as Tenant
and Xxxxxxx Xxxxxxxxx as Landlord, dated November, 1989.
IN WITNESS WHEREOF, Landlord and Tenant have signed and sealed this Lease
on the day and year first above written.
BIOMEDICAL RESEARCH INSTITUTE (Landlord)
By: /s/ Xxxxx X. Xxxx, Ph.D.
--------------------------------------------
Xxxxx X. Xxxx, Ph.D.
Title: Director
Date: Xxxxx 00, 0000
XXXXXX, INC. (Tenant)
By: /s/ Xxxxxxx X. Xxxxxxxx III
-------------------------------------------
Xxxxxxx X. Xxxxxxxx III
Title: Secretary, Director of Finance
Date: 3/31/93
[LETTERHEAD OF BIOMEDICAL RESEARCH INSTITUTE APPEARS HERE]
LEASE AGREEMENT BETWEEN GENVEC AND BIOMEDICAL RESEARCH INSTITUTE
LEASE - COMMERCIAL - INDUSTRIAL LEASE AGREEMENT
-----------------------------------------------
ADDENDUM TO LEASE DATED APRIL 1, 1993
-------------------------------------
The above referenced lease is hereby amended as follows:
1.) SECTION 1.02. COMMENCEMENT AND ENDING DAY OF TERM. The term of this
------------
Lease shall commence upon April 1, 1994 and shall end on March 31, 1995.
2.) ARTICLE II - RENT Section 2.01. RENT. Tenant shall pay to Landlord,
-----------------
without deduction or set-off... ("net rent") of $4,697.22 ($16.86 per
square foot on an annual basis)...
Attached you will find a copy of the Consumer Price Index, All Urban Consumers
(CPI-U), U.S. City average reflecting the 3.0% increase.
3-28-94 /s/ Xxxxx X. Xxxx
--------------- -------------------------
Date Lessor (Xxxxx X. Xxxx)
3-28-94 /s/ Xxxxxxx Xxxxx
--------------- -------------------------
Date Witness (Xxxxxxx Xxxxx)
This addendum, dated March 21, 1994, supersedes any previous addenda. It is
bound unto all terms and conditions of above mentioned lease, the only changes,
herein affected, being that of additional time and rate of rental.
Attachment CPI-U
[LETTERHEAD OF BIOMEDICAL RESEARCH INSTITUTE APPEARS HERE]
LEASE AGREEMENT BETWEEN GENVEC AND BIOMEDICAL RESEARCH INSTITUTE
LEASE - COMMERCIAL - INDUSTRIAL LEASE AGREEMENT
-----------------------------------------------
ADDENDUM TO LEASE DATED MAY 1, 1994
-----------------------------------
The above referenced lease is hereby amended as follows:
SECTION 1.01. LEASED PREMISES. (a) Landlord, in consideration of the rent to be
paid and the covenants to be performed by Tenant, and hires from Landlord, those
certain premises consisting of 4,320 square feet of office, laboratory, and
animal facilities located at 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 20852...
SECTION 2.01. RENT. Tenant shall pay to Landlord, without deduction or set-off
except ..... ("net rent") of $6,069.60 ($.16.86 per square foot on an annual
basis.)...
This addendum represents an additional 977 square feet of space on the
1st floor, Room(s) 101, 101A, 101B, 101C, 101D, 101E, 101J and the hallway.
Total square feet 3,343 + 977 = 4,320.
This addendum, dated May 1, 1994, supersedes any previous addenda. It is
bound unto all terms and conditions of above mentioned lease, the only changes,
herein affected, being that of additional space and net rent.
6-9-94 /s/ Xxxxx X. Xxxx
--------------- -------------------------------
Date Lessor (Xxxxx X. Xxxx)
6-29-94 By /s/ Xxxxxxx Xxxxxxxx III
--------------- -------------------------------
Date Lessee (Xxxxxxx Xxxxxxxx III)
6-9-94 /s/ Xxxxxxx Xxxxx
--------------- -------------------------------
Date Witness (Xxxxxxx Xxxxx)
[LETTERHEAD OF BIOMEDICAL RESEARCH INSTITUTE APPEARS HERE]
LEASE AGREEMENT BETWEEN GENVEC AND BIOMEDICAL RESEARCH INSTITUTE
LEASE - COMMERCIAL - INDUSTRIAL LEASE AGREEMENT
-----------------------------------------------
ADDENDUM TO LEASE DATED AUGUST 16, 1994
---------------------------------------
The above referenced lease is hereby amended as follows:
SECTION 1.01. LEASED PREMISES. (a) Landlord, in consideration of the rent to be
paid and the covenants to be performed by Tenant, and hires from Landlord, those
certain premises consisting of 6,050 square feet of office, laboratory, and
animal facilities located at 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 20852...
SECTION 2.01. RENT. Tenant shall pay to Landlord, without deduction or set-off
except ..... ("net rent") of $8,500.25 ($16.86 per square foot on an annual
basis)...
This addendum represents an additional 1,730 square feet of space on the
2nd floor, rooms 206, 207. Total square feet 4,320 + 1,730 = 6,050. Attached
you will find a floor plan with the additional space.
The breakdown of space is as follows:
1st Floor: 000 xxxxxx xxxx
0xx Xxxxx (Xxxx 000 and Room 202): 3,343 square feet
2nd Floor (Room 206 and Room 207): 1,730 square feet
======
TOTAL SQUARE FEET: 6,050 square feet
6,050 square feet x $16.86 per square foot = $102,003.00 divided by 12
months = $8,500.25 per month.
This addendum, dated August 16, 1994, supersedes any previous addenda. It
is bound unto all terms and conditions of above mentioned lease, the only
changes, herein affected, being that of additional space and net rent.
9-24-94 /s/ Xxxxx X. Xxxx
------------- -----------------------------
Date Lessor (Xxxxx X. Xxxx)
9-30-94 /s/ Xxxxxxx Xxxxxxxx III
------------- -----------------------------
Date Lessee (Xxxxxxx Xxxxxxxx III)
9-24-94 /s/ Xxxxxxx Xxxxx
------------- -----------------------------
Date Witness (Xxxxxxx Xxxxx)
LEASE AGREEMENT BETWEEN GENVEC AND BIOMEDICAL RESEARCH INSTITUTE
LEASE - COMMERCIAL - INDUSTRIAL LEASE AGREEMENT
-----------------------------------------------
ADDENDUM TO LEASE DATED APRIL 1, 1993
-------------------------------------
The above referenced lease is hereby amended as follows:
SECTION 1.01. LEASED PREMISES. (a) Landlord, in consideration of the rent to be
paid and the covenants to be performed by Tenant, and hires from Landlord, those
certain premises consisting of 6,050 square feet of office, laboratory, and
animal facilities located at 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 20852...
SECTION 2.01. RENT. Tenant shall pay to Landlord, without deduction or set-off
except ..... ("net rent") of $8,500.25 ($16.86 per square foot on an annual
basis)...
THIS ADDENDUM SHALL ADD THE ADJACENT SPACE TO THE DEMISED PREMISES, KNOWN
-------------------------------------------------------------------------
AS 00000 XXXXXXXX XXXXX, XXXXXXXXX, XXXXXXXX MORE SPECIFICALLY DESCRIBED AS
---------------------------------------------------------------------------
BAY "K", CONTAINING APPROXIMATELY THREE THOUSAND (3,000) SQUARE FEET OF
-----------------------------------------------------------------------
IMPROVED WAREHOUSE SPACE, AS SHOWN ON THE ATTACHED EXHIBIT "B".
---------------------------------------------------------------
THE ANNUAL RENTAL FOR THIS ADDITIONAL SPACE SHALL BE 3,000 SQUARE FEET X
------------------------------------------------------------------------
$16.86 PER SQUARE FOOT= $50,580,00 DIVIDED BY 12 MONTHS = $4,215.00.
---------------------------------------------------------------------
The breakdown of space is as follows:
1st Floor: 000 xxxxxx xxxx
0xx Xxxxx (Xxxx 000 and Room 202): 3,343 square feet
2nd Floor (Room 206 and Room 207): 1,730 square feet
00000 Xxxxxxxx Xxxxx "Xxx X: : 3,000 square feet
======
TOTAL SQUARE FEET: 9,050 square feet
9,050 square feet x $16.86 per square foot = $152,583.00 divided by 12
months = $12,715.25 per month.
This addendum, dated December 29, 1994, supersedes any previous addenda. It
is bound unto all terms and conditions of above mentioned lease, the only
changes, herein affected, being that of additional space and net rent.
_______________________________ __________________________________
Date Lessor (Xxxxx X. Xxxx)
_______________________________ __________________________________
Date Lessee (Xxxxxxx Xxxxxxxx III)
_______________________________ __________________________________
Date Witness (Xxxxxxx Xxxxx)
SECOND LEASE AMENDMENT
This Second Lease Amendment (the "Second Amendment") is made this 4th
day of April, 1995, between BIOMEDICAL RESEARCH INSTITUTE ("BRI"), an affiliate
of AFBR, Incorporated, ("Landlord"), and GENVEC, INC., ("Tenant"), and shall be
effective as of March 1, 1995.
WHEREAS, Landlord and Tenant entered into a Lease Agreement dated
April 1, 1993 (the "Lease"), for premises containing approximately 3,343 square
feet of space (the "Premises") located at 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx,
Xxxxxxxx (the "Building"); and
WHEREAS, the Lease was thereafter amended to extend the lease term and
add an additional 2,707 square feet of space to the Premises; and
WHEREAS, the Lease is scheduled to expire on March 31, 1995; and
WHEREAS, Landlord and Tenant desire to amend the Lease to expand the
Premises leased by Landlord to Tenant in the Building, and to extend the term of
the Lease, all on the terms stated herein.
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged by
the parties, the parties agree as follows:
1. EXPANSION PREMISES.
-------------------
Landlord hereby demises and leases to Tenant and Tenant hereby
leases and accepts from Landlord, for a term and
upon the conditions hereinafter provided, an additional three thousand (3,000)
square feet of space identified as "Bay K" in the building known as 00000
Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx, such additional space being outlined on the
floor plan attached hereto and incorporated herein by reference as EXHIBIT A
(the "Expansion Premises").
2. TERM.
-----
The Lease for the Premises and the Expansion Premises will be
extended as of March 1, 1995, on a month-to-month basis, with Tenant's right to
terminate such monthly tenancy limited by the provisions of Section 5 below.
3. RENT FOR PREMISES AND EXPANSION PREMISES.
-----------------------------------------
Tenant shall pay Landlord as Rent for the Premises and Expansion
Premises, in legal tender as provided in the Lease, at Landlord's office, or as
directed from time to time by Landlord's notice, the annual sum of One hundred
fifty-two thousand five hundred eighty-three and 00/100 Dollars ($152,583.00),
payable in equal monthly installments of Twelve thousand seven hundred fifteen
and 25/100 ($12,715.25), in advance, promptly on the first day of each calendar
month of the term. The aforementioned Rent is based on a charge per square foot
of Sixteen and 86/100 Dollars ($16.86).
4. TENANT IMPROVEMENTS.
--------------------
Tenant agrees to accept the Premises and the Expansion Premises
in their "as is" condition.
-2-
5. TERMINATION OF AGREEMENT.
-------------------------
Notwithstanding anything to the contrary contained in this
Amendment and the Lease, Tenant shall have the right to partially terminate the
Lease for the Premises and the Expansion Premises, after delivering prior
written notice of its intention to Landlord, in accordance with the following
schedule:
Description Square Footage Required Notice
----------- -------------- ---------------
Bay K 3,000 45 days
Orig. 2d Floor 3,343 60 days
Xxxxx Upstairs 1,730 30 days
Xxxxx Downstairs 977 30 days
Tenant may terminate its obligations with respect to each of the foregoing areas
of the Premises in any order in which it deems appropriate; provided, however,
that (a) in no event may Tenant give concurrent notices for more than one (1)
area, and (b) its right to terminate its obligations for any other area will not
accrue until after its notice of termination for a previously terminated area
has expired.
6. DEFINED TERMS.
--------------
Except as otherwise expressly provided herein, all defined terms
shall have the same meanings as provided in the Lease.
7. HEADINGS.
---------
Headings contained in this Amendment are for convenience only
and are not substantive to the provisions of this Amendment.
-3-
8. LEASE TERM RATIFIED.
--------------------
Except as otherwise expressly provided herein, and unless
inconsistent with the terms hereof (the terms of which supersede all prior
agreements of the parties as to the Expansion Premises), all other terms,
conditions and covenants of the Lease are hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties have executed this Second Amendment by
affixing their hands and seals as of the date noted above.
Landlord:
ATTEST: BIOMEDICAL RESEARCH INSTITUTE
[SIGNATURE ILLEGIBLE]
------------------------- By: Xxxxx X. Xxxx (Seal)
--------------------
Name: Xxxxx X. Xxxx
--------------------
Title: Director
--------------------
Tenant:
ATTEST: GENVEC, INC.
[SIGNATURE ILLEGIBLE]
------------------------- By: Xxxxxxx X. Xxxxxxxx III (Seal)
------------------------
Name: Xxxxxxx X. Xxxxxxxx III
-----------------------
Title: Director of Finance
-----------------------
-4-
[LETTERHEAD OF BIOMEDICAL RESEARCH INSTITUTE APPEARS HERE]
MONTH-TO-MONTH AGREEMENT BETWEEN GENVEC AND BIOMEDICAL RESEARCH INSTITUTE
(AES)
ANNUAL CONSUMER PRICE INDEX RENT INCREASE 1995
----------------------------------------------
Attached you will find a copy of March 1995, Consumer Price Index, All
Urban Consumers (CPI-U), U.S. City reflecting a 2.9% increase. This increase
will go into effective APRIL 1, 1995.
The rent is based on a charge per square foot of Seventeen dollars and
35/100 ($17.35). The total square feet is 9,050. $17.35 x 9,050 = $157,017.50
divided by 12 months = $13,084.79 per month.
Reference Page 3 of the Second Lease Amendment dated April 4, 1995, for
the description of the property and total square feet.
$ Per Square Foot Monthly Rent
----------------- ------------
FROM TO FROM TO
$16.86 $17.35 $12,715.25 $13,084.79
4-27-95 /s/ Xxxxx X. Xxxx
------------------------ ------------------------
Date Lessor (Xxxxx X. Xxxx)
4-27-95 /s/ Xxxxxxx X. Xxxxx
------------------------ -------------------------
Date Witness (Xxxxxxx Xxxxx)
This addendum, dated April 26, 1995, supersedes any previous addenda. It is
bound unto all terms and conditions of above-mentioned month-to-month agreement.
The only changes, herein affected, being chat of additional time and rate of
rental.
Attachment CPI-U
THIRD LEASE AMENDMENT
This Third Lease Amendment (the "Third Amendment") is made this 19th
day of June, 1995, between BIOMEDICAL RESEARCH INSTITUTE ("BRI"), an affiliate
of AFBR, Incorporated, ("Landlord"), and GENVEC, INC., ("Tenant"), and shall be
effective as of March 1, 1995.
WHEREAS, Landlord and Tenant entered into a Lease Agreement dated
April 1, 1993 for premises containing approximately 3,343 square feet of space
(the "Premises") located at 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx (the
"Building"); and
WHEREAS, the Lease was thereafter amended to extend the lease term and
add an additional 2,707 square feet of space to the Premises; and
WHEREAS, the Lease was further amended by a Second Amendment dated
April 4, 1995 (the Lease Agreement, together with all amendments is collectively
referred to as the "Lease"), under which the Lease Term was extended and Tenant
leased Expansion Premises containing approximately 3,000 square feet of space
from Landlord at 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx, hereinafter referred
to as "Bay K;" and
WHEREAS, the parties wish to further amend the Lease relating to the
payment of utilities in the Expansion Premises.
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration the receipt and sufficiency of which are acknowledged by
the parties hereto, the parties agree as follows:
1. PAYMENT OF UTILITIES IN THE EXPANSION PREMISES.
-----------------------------------------------
Tenant shall pay for all utilities provided to Bay K, which shall
be in the name of Tenant and separately metered, the cost of which, if any,
shall be paid by Tenant.
2. DEFINED TERMS.
--------------
Except as otherwise expressly provided herein, all defined terms
shall have the same meanings as provided in the Lease.
3. HEADINGS.
---------
Headings contained in this Amendment are for convenience only and
are not substantive to the provisions of this Amendment.
4. LEASE TERM RATIFIED.
--------------------
Except as otherwise expressly provided herein, and unless
inconsistent with the terms hereof (the terms of which supersede all prior
agreements of the parties as to the Expansion Premises), all other terms,
conditions and covenants of the Lease, are hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties have executed this Second Amendment by
affixing their hands and seals as of the date noted above.
Landlord:
ATTEST: BIOMEDICAL RESEARCH INSTITUTE
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxx (Seal)
------------------------- -----------------------------
Name: Xxxxx X. Xxxx Ph.D.
---------------------------
Title: Director
--------------------------
Tenant:
ATTEST: GENVEC, INC.
[SIGNATURE ILLEGIBLE] By: /s/ Xxxxxxx X. Xxxxxxxx III (Seal)
------------------------- -----------------------
Name: Director of Finance and Admin
------------------------------
[LETTERHEAD OF BIOMEDICAL RESEARCH INSTITUTE APPEARS HERE]
MONTH-TO-MONTH AGREEMENT BETWEEN GENVEC AND BIOMEDICAL RESEARCH
INSTITUTE (AES)
ANNUAL CONSUMER PRICE INDEX RENT INCREASE 1996
----------------------------------------------
Attached you will find a copy of February 1996, Consumer Price Index, All
-------------------------
Urban Consumers (CPI-U), U.S. City reflecting a 2.7% increase. This increase
----------------------------------
will go into effective APRIL 1, 1996.
The rent is based on a charge per square foot of Seventeen dollars and
82/100 ($17.82). The total square feet is 9,050. $17.82 x 9,050 = $161,271.00
divided by 12 months = $13,439.25 per month.
Reference Page 3 of the Second Lease Amendment dated April 4, 1995, for the
description of the property and total square feet.
$ Per Square Foot Monthly Rent
----------------- ------------
FROM TO FROM TO
$17.35 $17.82 $13,084.79 $13,439.25
3-26-96 /s/ Xxxxx X. Xxxx
----------------------- -----------------------
Date Lessor (Xxxxx X. Xxxx)
3-26-96 /s/ Xxxxxxx X. Xxxxx
----------------------- -----------------------
Date Witness (Xxxxxxx Xxxxx)
This addendum, dated March 25, 1996, supersedes any previous addenda. It is
bound unto all terms and conditions of above-mentioned month-to-month agreement.
The only changes, herein affected, being that of additional time and rate of
rental.
Please note that the Certificate of Insurance expires May 21, 1996. Please
forward an renewal certificate as soon as your plan renews.
The Lease for the Premises and the Expansion Premises will be extended as
of March 1, 1995, on a month-to-month basis, with Tenant s right to terminated
such monthly tenancy limited by the provision of Section 5 on Page 3 of the
Second Lease Amendment.
Attachment CPI-U
[LETTERHEAD OF BIOMEDICAL RESEARCH INSTITUTE APPEARS HERE]
ADDENDUM #7
-----------
LEASE AGREEMENT BETWEEN GENVEC AND BIOMEDICAL RESEARCH INSTITUTE
EFFECTIVE NOVEMBER 1, 1996
The addendum is to add additional 2,321 square feet of space to the
Premises; and change Section 5 on Page 3 of the fourth amendment.
DESCRIPTION SQUARE FOOTAGE REQUIRED NOTICE
----------- -------------- ---------------
Bay K 3,000 45 days
Orig. 2nd Floor (north) 3,343 60 days
ADD: NORTH SIDE OF BLDG. " "
ROOM 206 A 217 " "
ROOM 206 B 110 " "
ROOM 206 C 32 " "
ROOM 206 D 175 = ADD 534 SQ. FT. "
Xxxxx Upstairs (south) 1,730 30 days
ADD: SOUTH SIDE OF BLDG. " "
ROOM 215 (SOUTH) 540 " "
ROOM 213 (BACKLAB) 242 " "
2 HALLS & CRANNY 292 " "
WALK-IN 215B 85 " "
WASTE CLOSET 215A 67 = ADD 1,226 SQ. FT. 30 days
Xxxxx downstairs (south) 977 30 days
ADD: XXXXX XXXX XX XXXX.
XXXX 000 A 260 " "
ROOM 104 B 165 " "
ROOM 104 C 130 " "
MINUS ROOM 101J (100) " "
ROOM 123 106 = ADD 561 SQ. FT. "
From 9,050 sq. ft. + 2,321 sq. ft = 11,371 sq. ft. @ $17.82 per sq. ft. = $16,885.94 per month.
This addendum, dated this date of September 25, 1996, supersedes any
previous addenda. It is bound unto all terms and conditions of above-mentioned
lease agreement. The only changes, herein affected, being that of additional
space and an updated copy of the Attachments Tenant Rules and Regulations.
----------------------------
It is agreed that this addendum is legally binding to both parties as of
September 25, 1996.
Landlord:
BIOMEDICAL RESEARCH INSTITUTE
-----------------------------
Attest:/s/ Xxxxxxx X. Xxxxx BY:/s/ Xxxxx X. Xxxx
---------------------- --------------------------
Name: Xxxxx X. Xxxx, Ph.D
Title: Director
Date: September 25, 1996
(seal):
*************************************
Tenant:
GENVEC, INC.
------------
Attest: [SIGNATURE ILLEGIBLE] BY:/s/ Xxxxxxx X. Xxxxxxxx III
---------------------- ----------------------------
Name: Xxxxxxx X. Xxxxxxxx III
Title: Director of Finance and
Administration
Date: September 25, 1996
(seal):
ATTACHMENT I
------------
TENANT RULES AND REGULATIONS
----------------------------
Below you will find information regarding general rules which must be followed
here at the Parklawn Buildings.
1) ACCIDENTS: All accidents occurring in the common areas including hallways
---------
and parking lots must be reported to the Administrative office immediately.
Any accidents occurring in the laboratory should be reported to the Safety
Officer, Xxxxxx Ponioi.
2) AIR LINE FILTER: A hydrophobic filter must be placed on ALL vacuum lines.
---------------
See the BRI Safety Officer, Xxxxxx Xxxxx. This is for the safety of the
personnel and the protection of the vacuum system.
3) ANIMAL FACILITIES: See Xx. Xxxxx or Xx. Xxxx for access. Charges for this
-----------------
service will be based on the number of cages per day housed in the
facilities. Protective clothing must be worn at all times.
4) AUTOCLAVE: You must sign up for its use for no more than two consecutive
---------
hours of time. See the office staff for the sign up sheet. Again, all the
tenants must have access to this facility so DON'T use the autoclave for
more than 2 hours at a time. Authorization can be granted for use of the
autoclave after hours or on weekends.
Each company is responsible for it's materials. To autoclave material:
Place your items in an autoclave bag with the autoclave tape and label
stating the material is sterile. After sterilizing place the autoclave bag
in the large trash receptacle available in the room. NEVER discard the red
bags in the trash receptacle or dumpster. The red bags are only to be used
for material which is to be picked up for incineration. If you need
additional supplies please see Xxxxxx Xxxxx, our Safety Officer.
5) CANVASSING, SOLICITING AND PEDDLING: Canvasing, soliciting and peddling in
-----------------------------------
the Building are prohibited, and Tenants shall cooperate to prevent such
activities.
6) COMMITTEES: All tenants must assign a person(s) having authority to speak
----------
for the tenant to the following committees, attendance is mandatory: The
general laboratory Safety Committee and The Animal Care and Use Committee:
You will be notified of the time and date of the meetings which are held at
least once a quarter.
7) COMMON AREAS are for the use of all personnel and are not to be unduly used
------------
by any one individual; Tenant shall use the Common Area only as a means of
ingress and egress, Tenants shall permit no loitering by any persons upon
Common Areas or elsewhere within the Building. The common Areas and roof
of the Building are not for the use of the general
public, and Landlord shall in all cases retain the right to control or
prevent assess thereto by all persons whose presences, in the judgement of
Landlord, shall be prejudicial to the safety, character, reputation or
interest of the Building and it's tenants. Tenants shall not enter or
install equipments in the mechanical rooms, air conditioning rooms,
electrical closets, janitorial closets, or similar areas or go upon the
roof of the Building without the prior written consent of the Landlord.
After initial construction of space, no tenant shall install any radio or
television antenna, loudspeakers, or other devise on the roof or exterior
walls of the Building.
8) CONFERENCE ROOM: You must schedule its use; See the office staff for the
---------------
availability of the room.
9) CONTRACTING: Anytime your company requires outside contracting in the
-----------
building you must notify BRI of the work you plan on doing, or the work
that has been completed. ALL work conducted must meet the specification of
the fire, state or building codes. If you elect to make repairs at your
expense, BRI must be notified so it may inspect the work to make sure it
conforms to code standards. Also, advise the BRI office if the contractor
expects to be here after normal business hours. It is the responsibility
of the Tenant to assure that any outside contractor has proof of liability
insurance and workmans compensation coverage.
10) COPIER: You have access to the copier; a 15 cent charge per page will be
------
billed to your company monthly. See the office staff for your access
number.
11) DISPUTES: Should a dispute arise between tenants it is hoped that the
--------
tenants can resolve the dispute amicably. Should third party intervention
be desired the BRI Administration will serve as such third party. However,
every effort should be exhausted to solve the dispute before third party
intervention is requested because such third party opinion will be binding.
12) EQUIPMENT, FURNISHING, ETC. will not be stored in hallway,
---------------------------
landings,.stairs, load dock or any common area. This is in violation of
fire safety code.
13) EQUIPMENT: All equipment and any other devise of any unusual electrical or
---------
mechanical nature shall be placed by Tenant in the Demised premises in
settings that are structurally safe.
14) FACSIMILE MACHINE: Facsimile number: (000) 000-0000, the use fee is $1.00
-----------------
per page (incoming or outgoing).
15) FIRE SAFETY PROCEDURES: See the attachment 3.
----------------------
16) 1ST FLOOR MENS ROOM: A shower is available.
-------------------
17) FREEZER SPACE: Freezer space is available through Xxx Xxxxx or Xxxxx Xxxxx
-------------
at the Freezer repository for a monthly charge. The phone number is (301)
881-4513.
18) GLASSWARE STERILIZING: Companies must have prior authorization from Dr.
---------------------
Leef to use this facility. There is a charge to use the glassware
facilities.
19) GUEST PROCEDURES: All guests must sign in at the guest desk in the lobby.
----------------
20) HEATER OTHER THAN THE BUILDING HEAT: The only devices that are not
-----------------------------------
acceptable to the fire safety code is electric resistant heaters (any
glowing red strip). The Tenants may have window air/heat conditioner only
if they properly secure the apparatus to the building and have made
provisions in the installation that the building security is not breached.
In addition such installation must be inspected and approved by BRI
personnel.
21) HOLD HARMLESS: Tenant(s) will supply Landlord with a "HOLD HARMLESS"
------------- -------------
agreement for the use of any of the "common equipment" or areas. Landlord
also requires a Certificate of Insurance (general liability coverage) for
their company with a minimum of $1,000,000 of coverage. The Certificate of
Insurance must accompany your lease. It will be the responsibility of the
tenant to provide the Administrative Office with the renewal agreement each
year.
22) INSECTICIDES: Tenant agrees not to use or cause to have used any
------------
insecticides to control insect populations since tenant recognized the
Landlord's research involves raising insects for life cycles. Insecticides
could interrupt these cycles disastrously.
23) JANITORIAL CLEANING: Special cleaning will be done upon request for an
-------------------
additional fee. The janitor is responsible for the routine cleaning of the
laboratories such as the trash removal, care of the floors and vacuuming in
the offices. Please notify us, in writing, of any times we should not We
will attempt to accommodate your request.
24) KEYS: All the OUTSIDE doors are keyed the same and under no circumstances
----
are keys to be transferred. Obtain keys from the Administrative staff. If
you lose your key report it immediately, there is a $10 per key replacement
fee. If you change any locks, you must give us a copy of the key
immediately. This is necessary in case of fire or other emergency. The
exterior doors must remained locked after normal business hours including
holidays and weekends. Do not prop any doors open unless you remain at the
door. Do not let guests or vendors access the building. Refer all guest
or vendors to the lobby. Under no circumstance are children (under the age
of 18) permitted in the laboratory areas unless they have a work permit.
The Administrative office is open from 8 to 5 pm Monday through Friday,
except holiday(s) and weekends.
25) LEASEHOLD IMPROVEMENTS will remain the property of the Landlord unless
----------------------
otherwise agreed in writing.
26) LIGHT FIXTURE REPLACEMENT: Any new or replacement of light fixtures must
-------------------------
be energy efficient with special ballast and backdrops. BRI is in an
energy saving program with PEPCO. Please see Administration for approval.
27) LUNCH ROOM: People use ice from the ice machine for their drinks, always
----------
use the ice scoop so the ice remains clean. Do not wear laboratory coats,
gloves or bring lab materials into this room. Our staff will clean the
refrigerator each Friday. All food and containers will be discarded. We
recycle aluminum cans and card-board boxes only. The microwave is for food
only and you must cover your dish. The coffee is available to guest and
staff at cost.
28) MAINTENANCE OF THE BUILDING: All work orders should be directed to the
---------------------------
Repository staff at 881-4513. Regular maintenance involves repair and
maintenance of ceilings, walls and floors inclusive of utilities. All
other special maintenance work will be charged on the basis of parts, labor
and overhead. No work on the ceilings, walls and floors is not to be done
without the written consent of the Administrative office.
29) MAINTENANCE OF BRI'S FURNISHING OR EQUIPMENT: ALL equipment, freezers,
--------------------------------------------
walk-ins, furniture will be the tenants responsibility to repair and to
return in condition when the tenant is through using said material.
Exceptions to this rule may be made on a case by case basis. If repairs
are required on our equipment, the tenant(s) must notify Administrative
office in writing that such repair are necessary. The tenant is
responsible for incurred cost. BRI reserves the right to request equipment
return upon 30 day written notice. See Attachment 5.
30) MATERIAL DATA SAFETY SHEETS (MSDS): All tenants must notify the
----------------------------------
Administrative Office in writing of the location of their MSDS.
31) MEDICAL WASTE: All tenants are responsible for the removal of their
-------------
medical waste. See the office staff for a vendor.
32) OBSTRUCT OR INTERFERE: Tenants shall not obstruct or interfere with the
---------------------
rights of other tenants of the Building, or of persons have business in the
building, or in any way conduct any activity within the Demised Premises
which will create excessive traffic or noise anywhere in the Building.
33) OFFICE SUPPORT: You will be charged for Secretarial/receptionist, accounts
--------------
payable, mail distribution, the use of the guest telephone in the lobby and
bookkeeping services according to your use.
34) PARKING: The building area is 30,000 square feet and has 53 legal parking
-------
spaces. Thus, there is one (1) parking space for each 566 square feet of
leased space. Because more permits will be issued than there are spaces
available, parking is on a first come, first serve basis. Please see
Attachment 4 for specific parking rules.
35) PLUMBING: Tenants shall not use the washrooms, restrooms and plumbing
--------
fixtures of the Building, and appurtenance thereto, for any other purposes
than the purpose for which they were constructed, and Tenants shall not
deposit any sweepings, rubbish, rags or other improper substances therein.
If Tenants or Tenant's servants, employees, agents, contractors,
jobber, licenses, invitee, guests or visitors cause any damage to such
washrooms restrooms, plumbing fixtures or appurtenances, such damage shall
be repaired at Tenant's expense, and Landlord shall not be responsible
therefore.
36) READING ROOM: When the conference room is being used this room is
------------
available; it seats 6 people. You must acquire authorization to use this
room.
37) TELEPHONE CHARGES: See the office staff for the long distance access code.
-----------------
38) THERMOSTAT CONTROL: All thermostats will be set at 68 degrees. Do not
------------------
change the settings without notifying maintenance.
39) TRASH REMOVAL: No broken glass bottles, glass pipettes, red hazard bags or
-------------
any sharp materials are to be placed in the regular trash. The only
material which will be removed from the lab or office is what is in the
trash receptacle. Break down all card-board boxes and place the boxes in
the hallway for disposal. Tenants shall not deposit any trash, refuse,
cigarettes, or other substances of any kind within or out of the Building,
except in the refuse containers provided therefore. No material shall be
placed in the trash receptacles if such material is of such nature that it
may not be disposed of in the ordinary and customary manner of removing and
disposing of office building trash and garbage without being in violation
of any law or ordinance governing such disposal. No tenant shall cause any
unnecessary labor by reason of such tenant's carelessness or indifference
in the preservation of good order and cleanliness.
40) EXCEPTIONAL USE OF UTILITIES: Incremental increases for utilities
----------------------------
(inclusive of electric, gas, water) will be accessed if a given tenant
requires an unusual demand. This will be agreed to by both Landlord and
Tenant.
41) INTERRUPTION OF UTILITIES: A memo will be issued 24 hours in advance
-------------------------
except in case of emergency.
42) WALK-IN +4 DEGREE AND -20 WALK-IN SPACE: This is a common area but all
---------------------------------------
materials MUST be labeled with the name of contact person, phone number and
a brief description of items. Item(s) with no manufacturer label must have
an identification label with the following: name, description, and any
harmful elements. All the building tenants use this walk-in so if you need
additional space, contact Xxx Xxxxx at the Repository 881-4513.
43) WINDOWS: Tenant shall may install or permit the installation of any
-------
awnings, shades, mylar films or sun filters on windows. Prior written
authorization is required. Tenants shall cooperate with Landlord in
obtaining maximum effectiveness of the cooling system of the Building by
closing drapes and other window coverings when the sun's rays fall upon
windows of the Demised Premises. Tenant shall not obstruct, alter or impel
the operation of Landlord's heating, ventilating, air conditioning,
electrical, fans, safety or lighting systems.
ATTACHMENT 3
------------
FIRE SAFETY DRILL
-----------------
1) An audible alarm will sound throughout the building.
2) Immediately secure any procedure you may currently be performing. Do not
leave something running which, in and or itself, could create a hazard.
Turn out the lights if possible and close the door as you vacate the room,
but do not lock the door.
3) Get out of the building via the nearest exit, but never go up the stairs to
do this.
4) Always proceed to the parking lot and form departmental or company groups.
Each group must have a person able to confirm that everyone in the group is
present. When the personnel survey is complete, please report the results
to the BRI Safety Officer.
5) We are told by the Fire Department that:
a) We should be able to vacate our building within 1 to 1.5 minutes after
the alarm has been sounded.
b) Not responding to the fire alarm is a serious offense and must be
dealt with accordingly.
c) A brief report of the fire drills will be recorded and made available
to the Fire Department when they make periodic inspections of the building.
ATTACHMENT 4
------------
PARKING PERMIT RULES
--------------------
1) The parking permits will be issued to an individual. This permit is a car
pool permit and can be transferred from one car to another.
2) Each company will be responsible for their records. These records should
contain the permit number and to whom the permit was issued. Visitors must
have a permit to park in the lot.
3) It must be displayed at all times on the rear view mirror.
4) It is suggested you have the permits returned to you upon termination of an
employee.
5) The building area is 30,000 square feet and has 53 legal parking spaces.
Thus, there is one (1) parking space for each 566 square feet of leased
space. Because more permits will be issued than there are spaces
available, parking is on a first come, first serve basis.
6) Biomedical Research Institute will not be responsible for any damages
incurred if a vehicle is towed away. We also will not be responsible for
any damage to or stolen items from cars parked in the lot.
7) If a vehicle is towed for no permit, BRI will not be responsible for the
towing xxxx.
8) Visitors must be issued a permit.
9) Vehicles must be parked in a legal parking space.
10) No vehicle is allowed to park in the loading dock or zones.
11) The towing company telephone number is on the signs at the entrances to the
parking lot.
12) No vehicles will be left in the parking lot that needs repair. The vehicle
will be towed at owners expense.
ATTACHMENT 5
------------
MAINTENANCE OF BRI EQUIPMENT
----------------------------
Below are the procedures for the repair of BRI Is equipment in tenant use.
1) The tenant is responsible for the repair of ALL BRI EQUIPMENT in tenant's
possession.
2) The equipment is to be returned to BRI in good working order and will be
examined and accepted by BRI Administrative personnel in writing.
Exceptions to the status of equipment will be made on a case by case basis.
3) If the equipment needs repair BRI must be notified that the repair is/was
necessary. BRI may require that certain equipment must have prior written
approval. If BRI bids to do the repairs and if the bid is accepted BRI
will be reimbursed for servicing the equipment.
4) No BRI equipment shall leave this building without the prior written
consent of BRI.
5) Once a year, the BRI Office Manager or designee will coordinate a walk-
thorough (physical inventory) of all BRI equipment in possession of tenant.
[LETTERHEAD OF BIOMEDICAL RESEARCH INSTITUTE APPEARS HERE]
ADDENDUM # 8
------------
LEASE AGREEMENT BETWEEN GENVEC AND BIOMEDICAL RESEARCH INSTITUTE
------ -----------------------------
EFFECTIVE DATE OF CHANGE: JANUARY 15, 1997
----------------
SECTION 5 (PAGE 3): This addendum is to deduct 106 square feet of space for Xxxx
000 (0/xx/ Xxxxx) which changes ADDENDUM #7. TOTAL SQUARE FEET FROM 11,371 TO
11,265
SECTION 3 (PAGE 2): RENT FOR PREMISES AND EXPANSION PREMISES. Tenant shall pay
Landlord as Rent for the Premises and Expansion Premises, in legal tender...
The annual sum of $202,631.28 divided by 12 months = $16,885.94 change to
$200,742.30 divided by 12 months = $16,728.53.
SECTION XIII DEFAULT: (1/ST /SENTENCE) If Tenant shall violate any covenant,
including the covenant to pay rent ... (last sentence) the Premises during, the
Term.
Monthly rents are due and payable to the Landlord's Office on the first of each
month. Payments not received by the Landlord within ten (10) days of the due
date shall incur a five percent (5%) late charge. Any account not settled within
thirty (30) days shall, in addition, incur a one and one-half percent (1 1/2%)
per month service change on that outstanding balance.
This addendum, dated this February 27, 1997, supersedes any previous
addenda. It is bound unto all terms and conditions of the above-mentioned lease
agreement. The only changes, herein affected, being that of less space and an
LATE PAYMENT OF RENT statement.
It is agreed that this addendum is legally binding to both parties as of:
January 15, 1997.
Landlord
BIOMEDICAL RESEARCH INSTITUTE
-----------------------------
Attest:/s/ Xxxxxxx Xxxxx BY: /s/ Xxxxx X. Xxxx
---------------------- ------------------------
Name: Xxxxx X. Xxxx, Ph.D
Title: Director
Date: February 28, 1997
Tenant:
GENVEC, INC.
------------
Attest:[SIGNATURE ILLEGIBLE] By:/s/ Xxxxxxx X. Xxxxxxxx III
---------------------- ----------------------------
Name: Xxxxxxx X. Xxxxxxxx III
Title: Director of Finance and
Administration
Date: February 28, 1997
[LETTERHEAD OF BIOMEDICAL RESEARCH INSTITUTE APPEARS HERE]
ADDENDUM #9
LEASE AGREEMENT BETWEEN GENVEC AND BIOMEDICAL RESEARCH INSTITUTE
EFFECTIVE DATE OF CHANGE: APRIL 1, 1997
Attached you will find a copy of the Consumer Price Index all Urban Consumers
(CPI-U) Analysis ending January 1997. The CPI reflects a .03% increase.
Annual Monthly $ per square foot
------ ------- -----------------
From: $200,742.30 $16,728.53 $17.82
To: $206,764.57 $17,230.38 $18.35
This addendum, dated March 28, 1997, supersedes any previous addenda. It is
bound unto all terms and conditions of the above-mentioned lease agreement.
It is agreed that this addendum is legally binding to both parties as of:
APRIL 1, 1997.
Landlord:
BIOMEDICAL RESEARCH INSTITUTE
-----------------------------
Attest:/s/ Xxxxxxx X. Xxxxx By:/s/ Xxxxx X. Xxxx
---------------------- ---------------------------
Name: Xxxxx X. Xxxx, Ph.D
Title: Director
Date: Xxxxx 00, 0000
Xxxxxx:
GENVEC, INC.
------------
Attest:[SIGNATURE ILLEGIBLE] By:/s/ Xxxxxxx X. Xxxxxxxx III
---------------------- ---------------------------
Name: Xxxxxxx X. Xxxxxxxx III
Title: Director of Finance and
Administration
Date: 4/1/97
[LETTERHEAD OF BIOMEDICAL RESEARCH INSTITUTE APPEARS HERE]
GENVEC, INC XXXXXXXX # 00
LEASE AGREEMENT BETWEEN GENVEC AND BIOMEDICAL RESEARCH INSTITUTE
EFFECTIVE DATE OF CHANGE: SEPTEMBER 1, 1997
EXPANSION TO PREMISES:
This addendum is to add 3,000 square feet to the lease agreement for 00000
Xxxxxxxx Xxxxx, Xxx "L". Total square feet from 11,265 to 14,265 at $18.35 per
square foot.
RENT FOR PREMISES AND EXPANSION PREMISES:
14,265 at $18.35 per square foot = $261,762.75 divided by 12 months = $21,813.56
per month.
TENANT IMPROVEMENTS:
Tenant agrees to accept the Expansion Premises in there "as is" condition except
for a door joining BAY "K" to BAY "L" will be permitted. The door will be
installed at BRI's expense. The location of the door will be mutually agreed
upon, in accordance with building codes.
TERMINATION OF AGREEMENT:
Notwithstanding anything to the contrary contained in this Amendment and the
Lease, Tenant shall have the right to partially terminated the Lease for the
Premises and the Expansion Premises, after delivering prior written notice of
its intention to Landlord, in accordance with the following schedule:
The addition of Bay "L" will be under the same lease agreements and amendments
which pertain to the addition of Bay "K".
Bay "L" (3,000) square feet will require a 45 days notice. See Page 3 of the
Second Lease Amendment. It is clear from that language that this forty-five (45)
days for BAY "L" stands as a separate entity.
Tenant may terminate it's obligations with respect to each of the foregoing
areas of the Premises in any order in which it deems appropriate; provided,
however, that (a) in no event may Tenant give concurrent notices for more than
one (1) area, and (b) it's right to terminate it's obligations for any other
area will not accrue until alter it's notice of termination for a previously
terminated area has expired.
Page 2 of 2 Xxxxxxxx # 00
PAYMENT OF UTILITIES:
Tenant shall pay for all utilities provided to BAY "L", which shall be in the
name of Tenant and separately metered, the cost of which, if any shall be paid
by Tenant.
This addendum, dates this 19th day of August, 1997, supersedes any previous
addenda. It is bound unto all terms and conditions of the above-mentioned lease
agreement. The only changes, herein affected, being that of additional space.
It is agreed that this addendum is legally binding to both parties as of the
date signed.
LANDLORD: BIOMEDICAL RESEARCH INSTITUTE
Name: /s/ Xxxxx X. Xxxx
------------------------------
Xxxxx X. Xxxx, Ph.D., Director
Date: August 20, 1997
TENANT: GENVEC, INC.
Name: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Xxxx X. Xxxxxxx, Ph.D., President and CEO
Date: ________________________
