Exhibit 10.24
LEASE AGREEMENT
EXXON RESEARCH AND ENGINEERING COMPANY
LANDLORD
and
PATHOGENESIS CORPORATION
TENANT
Dated: ________, 1996
LEASE AGREEMENT
TABLE OF CONTENTS
Page
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ARTICLE 1
Section 1.01 Certain Definitions ................................ 1
ARTICLE 2
Section 2.01 Demised Premises and Term .......................... 3
ARTICLE 3
Section 3.01 Use of Demised Premises ............................ 3
ARTICLE 4
Section 4.01 Condition of Demised Premises on Occupancy ......... 4
Section 4.02 Landlord's Representations ......................... 4
ARTICLE 5
Section 5.01 Rent ............................................... 5
ARTICLE 6
Section 6.01 Additional Rent .................................... 6
Section 6.02 Real Estate Taxes .................................. 6
Section 6.03 Operating Expenses ................................. 7
Section 6.04 Optional Services .................................. 9
Section 6.05 Utility Charges .................................... 11
Section 6.06 Interruption of Service ............................ 13
Section 6.07 Utility Alterations Prohibited ..................... 14
Section 6.08 Landlord's Services, Maintenance & Repairs ......... 14
ARTICLE 7
Section 7.01 Taxes Payable by Tenant ............................ 14
ARTICLE 8
Section 8.01 Compliance with Laws ............................... 15
ARTICLE 9
Section 9.01 Landlord Work ...................................... 15
Section 9.02 Tenant Alterations and Repairs ..................... 16
Section 9.03 Removal of Alterations ............................. 18
Section 9.04 Condition of Demised Premises ...................... 18
Section 9.05 Adjustment of Service/Common Facilities ............ 19
ARTICLE 10
Section 10.01 Liens .............................................. 20
ARTICLE 11
Section 11.01 Distribution of Risk ............................... 20
Section 11.02 Personal Injury .................................... 20
Section 11.03 Property Damage .................................... 21
Section 11.04 Indirect Damages ................................... 22
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Section 11.05 Insurance .......................................... 22
Section 11.06 Exclusions ......................................... 22
ARTICLE 12
Section 12.01 Assignment and Subletting .......................... 23
Section 12.02 Landlord's Consent ................................. 24
Section 12.03 Brokers' Commissions ............................... 24
Section 12.04 Bankruptcy Assignment .............................. 24
ARTICLE 13
Section 13.01 Insolvency or Bankruptcy ........................... 25
ARTICLE 14
Section 14.01 Security ........................................... 25
ARTICLE 15
Section 15.01 Damage or Destruction .............................. 26
Section 15.02 Obligation of Tenant ............................... 27
ARTICLE 16
Section 16.01 Eminent Domain ..................................... 27
ARTICLE 17
Section 17.01 ISRA/Non-Subject Operations ........................ 28
Section 17.02 Subject Operations ................................. 28
Section 17.03 Responsibility For Site Work ....................... 30
Section 17.04 Default ............................................ 30
Section 17.05 Holdover Status; Bond .............................. 31
Section 17.06 Remediation Agreement .............................. 32
Section 17.07 Compliance Costs ................................... 32
ARTICLE 18
Section 18.01 Use of Hazardous Materials ......................... 33
Section 18.02 Chemical Stockroom ................................. 33
Section 18.03 Storage of Hazardous Substances .................... 34
ARTICLE 19
Section 19.01 Disposal of Hazardous Materials .................... 34
Section 19.02 Hazardous Waste Storage ............................ 35
Section 19.03 Off-Site Disposal .................................. 35
ARTICLE 2O
Section 20.01 Emergency Control Force ............................ 35
Section 20.02 Tenant Responsibilities ............................ 36
Section 20.03 Safety ............................................. 36
ARTICLE 21
Section 2l.01 Default ............................................ 37
ARTICLE 22
Section 22.01 Deficiency ......................................... 37
Section 22.02 Non-Waiver ......................................... 38
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Section 22.03 Divisible Contract ................................. 38
Section 22.04 Acceleration ....................................... 38
Section 22.05 No Right of Redemption ............................. 39
ARTICLE 23
Section 23.01 Arbitration ........................................ 39
ARTICLE 24
Section 24.01 Notices ............................................ 39
ARTICLE 25
Section 25.01 Access & Right of Inspection ....................... 39
ARTICLE 26
Section 26.01 Performance of Covenants ........................... 41
ARTICLE 27
Section 27.01 Rules & Regulations ................................ 41
ARTICLE 28
Section 28.01 Mortgagee Right to Cure ............................ 42
ARTICLE 29
Section 29.01 Abandonment of Property ............................ 42
ARTICLE 30
Section 30.01 Holdover Tenancy ................................... 42
ARTICLE 3l
Section 31.01 Subordination ...................................... 43
Section 31.02 Attornment ......................................... 43
Section 31.03 Agreement Amendments ............................... 43
ARTICLE 32
Section 32.01 Landlord's Liability ............................... 44
Section 32.02 Personal Liability of Landlord ..................... 44
ARTICLE 33
Section 33.01 Estoppel Certificate ............................... 44
ARTICLE 34
Section 34.01 Quiet Enjoyment .................................... 45
ARTICLE 35
Section 35.01 No Waiver .......................................... 45
ARTICLE 36
Section 36.01 Late Charges ....................................... 45
ARTICLE 37
Section 37.01 Surrender of Premises .............................. 46
ARTICLE 38
Section 38.01 Brokerage .......................................... 46
ARTICLE 39
Section 39.01 Recordation ........................................ 47
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Page
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ARTICLE 40
Section 40.01 Force Majeure ...................................... 47
ARTICLE 41
Section 41.01 Renewal Option ..................................... 47
ARTICLE 42
Section 42.01 Parking ............................................ 48
ARTICLE 43
Section 43.01 Signs .............................................. 48
ARTICLE 44
Section 44.01 Permits & Approvals ................................ 49
ARTICLE 45
Section 45.01 Construction of Terms .............................. 49
ARTICLE 46
Section 46.01 Miscellaneous ...................................... 49
Section 46.02 Remedies Cumulative ................................ 50
Section 46.03 Consent ............................................ 50
Section 46.04 Benefit ............................................ 50
Section 46.05 Entire Agreement ................................... 50
Section 46.06 Severability ....................................... 51
Section 46.07 Not an Option to Lease ............................. 51
Section 46.08 Time of the Essence; Calculation of Days ........... 51
Section 46.09 Governing Law ...................................... 51
Section 46.10 Name of Building ................................... 51
Section 46.11 No Advertisements .................................. 51
Section 46.12 Expansion Option ................................... 51
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EXHIBITS
Page
Reference
In Text
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Exhibit A Metes and Bounds Description of the Property ..... 1
Exhibit B The Demised Premises
B-1 - LG-1 ....................................... 2
B-2 - Inventory .................................. 2
Exhibit C The Research Campus .............................. 3,7
Exhibit D Optional Services ............................. 6,9,10,12
Exhibit E Operating Expenses for Operating Base Year 1996 .. 9
Exhibit F-1 Calculation of Actual Utility Usage Through Year-
End 1996 ......................................... 11
Exhibit F-2 Utility Charges for Utility Base Year 1996 ....... 11
Exhibit F-3 Tenant's Estimated Utility Usage Through Year-
End 1997 ......................................... 11
Exhibit F-4 Illustration of Utility Rate Increase ............ 11
Exhibit G Letter of Credit Agreement (with Letter of Credit) 25
Exhibit H Rules and Regulations Relating to the Use and
Handling of Hazardous Materials .................33,36,40
Exhibit I Instructions for Potentially Problematic ........34,36,40
Discharges to AWTP
Exhibit J Agreement of Cross-Indemnification ............... 36
Exhibit K Building Rules and Regulations ..................36,40,41
Exhibit L Form of Non-Disturbance Agreement ................ 43
V
LEASE AGREEMENT
THIS LEASE AGREEMENT, made as of this 25th day of Nov., 1996 by and
between EXXON RESEARCH AND ENGINEERING COMPANY, a Delaware corporation, having
its principal office at 000 Xxxx Xxxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx 00000
("Landlord"), and PATHOGENESIS CORPORATION, a Delaware corporation having an
office at 0000 Xxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 ("Tenant").
WITNESSETH:
WHEREAS, by Lease Agreement dated as of September 1, 1983 and amended as
of May 26, 1988 (the "Main Lease") between Exxon Capital Corporation, a New
Jersey corporation having its principal office at 0000 Xxx Xxxxxxx Xxxx.,
Xxxxxx, Xxxxx 00000-0000 as lessor (the "OverLandlord") and Landlord as lessee,
Landlord entered into a lease of certain property which Landlord represents is
described as follows: all that certain tract of land in Clinton Township,
Hunterdon County, New Jersey described on Exhibit A annexed hereto together with
buildings and improvements thereon (the "Property"); and
WHEREAS, Landlord is willing to sublease to Tenant a portion of the
Property on the terms hereinafter set forth; and
WHEREAS, the consent of the OverLandlord to this Agreement has been
obtained;
NOW THEREFORE, in consideration of the mutual covenants and agreements of
the parties, the parties hereby agree as follows:
ARTICLE 1
Section 1.01 CERTAIN DEFINITIONS
For purposes of this Agreement the following terms shall have the
following meanings where used herein:
(a) Agreement. This Lease Agreement dated as of Nov. 25, 1996
between Landlord and Tenant.
(b) Building. The office, laboratory, and shop/pilot plant space
referenced in the Main Lease and located on the Property.
(c) Common Areas. Those areas of the Research Campus which are used
in common by Landlord and Tenant including, without limitation, sidewalks,
roads, halls, corridors, elevators, locker facilities, stairs, plazas, outside
parking areas, landscaped areas,
entrances, exits and any and all other areas and facilities used in common by
Landlord and Tenant which require cleaning, protection, security, maintenance
and repair and for which no separate allocated or metered charge is made
pursuant to this Agreement.
(d) Demised Premises. Those portions of the Building hereby leased
to Tenant commonly known as the LG portion of Level 1 of the northeast quadrant
of the laboratory facilities, but excluding LG-122 Lobby, XX-000, XX-000 xxx
XX/X xX ("XX-0"), Xxxxxxxx as more particularly depicted on Exhibit B-1 annexed
hereto, together with that proportionate share of the mechanical rooms in the
LE/LG penthouse and that portion of the cylinder storage area in the LE/LG
penthouse which serve LG-1, and the proportionate share of the mechanical space
on Level 0 of the LE/LG wing, all of which are deemed to be 17,916 rentable
square feet.
Tenant acknowledges that it will be required to share the service
corridor between LG-1 and LE-1 (as depicted on Exhibit B-1) with the occupant of
LE-1 (currently Immunobiology Research Institute, Inc. ("IRI"). Tenant shall
have the right to use such service corridor in common with IRI; provided,
however, that each party shall only be permitted to place equipment, containers
and other tangible items on the side of the corridor immediately adjacent to its
Demised Premises and in a manner which will not obstruct access through such
corridor. Tenant's employees, agents and visitors shall not be entitled to enter
the LE-1 premises from this service corridor without the permission of IRI or
the current occupant of LE-1. Subject to Landlord's obligations under Section
25.01, Tenant shall be responsible for its own security measures to control
access to the Demised Premises from this service corridor. Landlord shall have
no liability to Tenant for any personal injury or property damage or loss
resulting from unauthorized entry into the Demised Premises from this service
corridor, and Tenant agrees to indemnify Landlord from any claim by or liability
to a third party resulting from any unauthorized entry into the Demised
Premises, or resulting from any unauthorized entry into LE-1 by any employee,
agent or invitee of Tenant. The above-mentioned service corridor shall be
considered a part of the Demised Premises for purposes of the indemnity
agreements of Article 11 of this Agreement.
The portions of the Demised Premises within the Building shall also
include the laboratory furniture, laboratory casework, incidental furniture,
fixtures, hoods, equipment, shades, draperies, carpeting and office furniture
and the like in place as of the commencement of this Agreement and identified in
Exhibit B-2 annexed hereto.
(e) Government or Governmental. The Federal, State, County and
municipal governments.
(f) OverLandlord. This term, used above to refer to Exxon Capital
Corporation, shall also be deemed to include any successor to the interests of
the Lessor pursuant to the Main Lease.
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(g) Plant Facilities. Those facilities which are not within Common
Areas and are not available to Tenant as are Common Areas, but which are
necessary for the proper function and operation of the Building, such as but not
limited to, tanks, transformers and other electrical equipment, central air
conditioning equipment, and boilers, excluding, however, the switching station,
the industrial wastewater treatment facility and the sanitary wastewater
treatment facility.
(h) Research Campus. That portion of the Property being
approximately 228 acres which is depicted on Exhibit C annexed hereto. Landlord
reserves the right to reduce the size of the Research Campus and will, in such
event, reduce accordingly the real estate tax liability to which Tenant's
percentage share is applied pursuant to Sec. 6.02 hereof.
ARTICLE 2
Section 2.01 DEMISED PREMISES AND TERM
Landlord hereby leases to Tenant and Tenant hereby hires and takes from
the Demised Premises for the term of sixty (60) months commencing at 12:01 a.m.
on Second of Dec. 1996 and expiring at 12:00 midnight on the second day of
December, 2001, unless this Agreement is sooner terminated as hereinafter
provided.
ARTICLE 3
Section 3.01 USE OF DEMISED PREMISES
The Demised Premises shall be used by Tenant solely and exclusively for
research in the healthcare field of biopharmaceutics and biotechnology, and for
general office and administrative functions. Tenant's uses may include the
discovery, development, testing and analysis of biopharmaceutical and
biotechnological products intended for therapeutic, preventive or diagnostic
use, quality control, new product development, purification of drug product
components for use elsewhere, clinical trials, and bulk storage of finished
product in the feasibility stage. Except in connection with the activities
described above, the manufacture of products for sale or distribution is
expressly prohibited. The use of animals in the Demised Premises for any
research activity is expressly prohibited. All such uses shall be conducted
strictly in accordance with Landlord's rules, the rules, regulations, ordinances
and laws of all governmental units having jurisdiction over such use, and all of
the terms and conditions of this Agreement.
Landlord acknowledges that Tenant intends to conduct proprietary
activities in the Demised Premises and agrees that Landlord's employees, agents
and invitees are prohibited from entering the Demised Premises, except as
authorized in this Agreement. Tenant shall be responsible to take all safeguards
necessary to avoid disclosure of its confidential information, and Landlord
shall reasonably cooperate with Tenant in this regard, including, if requested
by Tenant, the temporary cessation of one or more optional services to be
provided to the Demised
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Premises by Landlord, but the periodic charges relating to such services shall
not cease, unless Landlord so agrees. If the Landlord and Tenant agree that
disclosure of confidential information is necessary, they shall negotiate
mutually an appropriate confidentiality agreement.
Tenant understands and acknowledges that Landlord conducts proprietary
activities at the Research Campus and may lease other space in the Building to
third parties, and Tenant agrees that its employees, agents and invitees are
prohibited from entering any parts of the Building or Research Campus reserved
for or dedicated to the conduct of business or research activities by Landlord
or other tenants. Landlord represents that the acknowledgment and prohibitions
contained in the preceding sentence have been and shall be made provisions of
any and all leases entered or to be entered by Landlord with other tenants in
the Building.
Tenant shall not be permitted to undertake any activity which requires
application for new or substituted permits for the Demised Premises, or
amendment of Landlord's existing permits for the Research Campus, without prior
notice to and consent from Landlord. Landlord, in the reasonable exercise of its
discretion, may refuse to allow Tenant to undertake any such activity. Landlord
represents that no new or substituted permits are required for the activities
contemplated under Section 3.01 hereof. Landlord's approval shall not be
required for Tenant's application for a hazardous waste generator identification
number and for air permits.
ARTICLE 4
Section 4.01 CONDITION OF DEMISED PREMISES ON OCCUPANCY
Tenant acknowledges that it has thoroughly examined the Demised Premises
and takes and accepts the Demised Premises in its "AS IS" condition on the
commencement date of this Agreement subject only to the specific rights to make
Alterations pursuant to Section 9.02.
Section 4.02 LANDLORD'S REPRESENTATIONS
Landlord represents and warrants to Tenant that:
(1) Landlord has no knowledge of any pending or anticipated condemnation
or eminent domain proceeding which would affect the Demised
Premises, the Building, or the Research Campus, or any part thereof.
Landlord has no knowledge of any pending or threatened litigation,
proceeding (zoning or otherwise) or governmental investigation
against Landlord which would adversely affect the Research Campus,
the Building or the Demised Premises.
(2) Landlord has no knowledge of any asbestos or asbestos-containing
materials in the Demised Premises or the Building or any part
thereof that require, or may in the foreseeable future reasonably be
expected to require, removal or encapsulation pursuant to federal,
state or local law or
4
regulation. Landlord has disclosed to Tenant the existence of three
asbestos-containing materials affixed in the Building known to
Landlord: (1) mastic used to secure vinyl flooring tiles, (2)
aggregate used in some laboratory benchtops, and (3) fume hood
splash panels. If these materials require encapsulation or removal,
other than by reason of alterations or other activities by Tenant,
such encapsulation or removal shall be performed by Landlord at its
expense. If any other asbestos-containing materials are discovered
in the Demised Premises, Landlord shall be responsible at its
expense for the proper handling of same, as may be necessary for the
use of the Demised Premises by Tenant.
(3) natural gas and electric power are supplied to the facility by
public utilities; as of the date of this Agreement, the supply of
each is operating and all installation and connection charges have
been paid in full.
(4) the Certificate of Occupancy for the Building permits occupancy of
the Demised Premises by Tenant for the purposes specified in Section
3.01.
(5) the cessation of operations in the Demised Premises by the prior
occupant thereof (IRI) was not subject to ISRA, as defined in
Section 8.01.
(6) LG-193 has been decontaminated in accordance with applicable laws
and a NRC certificate has been issued to such effect.
(7) Landlord has no knowledge of any hazardous materials having been
left in the Demised Premises by IRI.
ARTICLE 5
Section 5.01 RENT
Rent for the demised term shall be Two Million Three Hundred Seventy-Three
Thousand, Eight Hundred Seventy and NO/l00 Dollars ($2,373,870.00), payable at
the rate of Thirty-Nine Thousand Five Hundred Sixty-Four and 50/100 Dollars
($39,564.50) per month for the period December 2, 1996 through December 2, 2001,
which sum shall be the Basic Monthly Rental.
Tenant shall pay Landlord the Basic Monthly Rental for the three months of
each calendar quarter of the demised term on the 15th day of the second month of
such calendar quarter, without deduction or offset and without notice or demand,
in lawful money of the United States of America, at Landlord's Notice Address as
designated in Article 24, or at such other place or to such other person as
Landlord may designate from time to time by written notice. Further, all charges
to be paid by Tenant to Landlord under this Agreement for real estate taxes,
Operating Expenses, and Utility Charges shall be considered Additional Rent for
the purposes of
5
this Agreement. Basic Monthly Rental and Additional Rent are herein sometimes
collectively referred to as "Rent." Rent payments may be made by electronic wire
transfer.
ARTICLE 6
Section 6.01 ADDITIONAL RENT
It is the intention of the parties hereto that in addition to payment of
the Basic Monthly Rental there shall be paid on a quarterly basis Additional
Rent so that the leasing of the Demised Premises shall be construed as a net
lease to Landlord except for the obligations specifically assumed by Landlord.
In addition, there are Optional Services which Landlord can offer to Tenant
which, if accepted Tenant, will require payments to Landlord as Additional Rent.
The services are those described in Section 6.04 and any other services for
which parties may contract.
There are three categories of Additional Rent items as follows: Real
Estate Taxes, Operating Expenses, and Utility Charges. Optional Services,
although not categorized as Additional Rent, are covered in Section 6.04 below.
Landlord agrees to provide Tenant with appropriate documentation as reasonably
requested by Tenant to substantiate Additional Rent charges and Optional
Services, except that Landlord shall not be required to substantiate (i) the
rates set forth in Exhibit D hereto for Optional Services, as said rates may be
changed from time to time in accordance with Section 6.04, and (ii) the hourly
labor rates for employees of Landlord in connection with Operating Expenses and
Utility Charges.
On the first day of the second month of each calendar quarter during the
lease term, Landlord shall provide Tenant with a quarterly invoice setting forth
Tenant's items of Additional Rent and Optional Services. Invoices will be
adjusted to account for partial calendar quarters. Tenant shall pay the invoiced
amount by the 21st day of that month. Quarterly payments (as well as adjusted
payments and refunds) may be made by electronic wire transfer.
Section 6.02 REAL ESTATE TAXES
(a) Tenant's percentage share of Taxes, as hereinafter defined, is two and
32/100 percent (2.32%), representing the ratio of the net rentable area of the
Demised Premises to the net rentable area of the Building. The net rentable area
of the Building is deemed for purposes of this Agreement to be 772,345 square
feet. Landlord represents that this is the number used in calculating the
percentage share of the other tenants in the Building. Tenant's percentage share
of Taxes shall be adjusted in the event the numerator or denominator used in
establishing the ratio changes as a result of additions to or reductions in the
square footage of the net rentable area of the Building or the Demised Premises.
(b) As used herein, the term "Taxes" shall mean all real estate taxes,
assessments, governmental levies, municipal taxes, county taxes, rental license
fees or any other governmental charge, general or special, ordinary or
extraordinary, unforeseen as well as
6
foreseen, of any kind or nature whatsoever pertaining to real estate, which are
or may be assessed levied or imposed upon all or part of the Research Campus
(which, as shown on Exhibit C, is inclusive of the wastewater treating
facilities), including any tax, excise or fee measured by or payable with
respect to any rent, and levied against Landlord or the Research Campus, and any
reasonable expenses incurred by Landlord in contesting any of the foregoing or
in contesting the assessed valuation of all or any part of the land, Buildings,
and improvements of the Research Campus. If, due to a change in the method of
taxation or in the taxing authority, a new or additional real estate tax, or a
franchise, income, transit, profit or other tax or governmental imposition,
however designated, shall be levied against Landlord, or the Research Campus, in
addition to, or in substitution in whole or in part for, any tax which would
constitute "Taxes", or in lieu of Taxes, such tax or imposition shall be deemed
for the purposes hereof to be included within the term "Taxes". Tenant's
liability for its percentage share of such new or substituted tax shall only be
to the extent that such tax or imposition would be due if Landlord (or
OverLandlord) owned only the Research Campus and its appurtenances, and engaged
in no other business. Except as specifically provided above, Tenant shall not be
responsible for any income or franchise tax imposed on Landlord, or for any
penalties and/or interest as a result of Landlord paying Taxes in other than a
timely fashion. Landlord shall have the sole right in its absolute discretion to
determine whether or not to contest the tax assessment of the Research Campus
and the manner of any such contest. If any such contest results in a refund of
Taxes with respect to which Tenant has paid its proportionate share, Tenant
shall be entitled to a payment of its proportionate share of such refund less
the costs of the contest.
(c) The term "Tax Year" shall mean the 12 month period commencing January
1 of each year, or such other period of 12 months as may be hereafter adopted as
the fiscal year for real estate tax purposes in Hunterdon County.
(d) Tenant shall pay as Additional Rent for each Tax Year or proportionate
part thereof during the lease term, an amount equal to Tenant's percentage
share, to wit, 2.32%, of the Taxes for such Tax Year ("Tenant's Tax Payment").
Tenant's Tax Payment shall be based upon a statement furnished by Landlord at
the commencement of such Tax Year. When a new statement for each Tax Year
becomes available from the municipal tax collector, Landlord shall adjust the
quarterly payments and give Tenant written notice thereof. Tenant shall
thereafter pay the adjusted quarterly payments set forth in Landlord's notice.
Taxes for the calendar year 1996 total $3,159,212.
Section 6.03 OPERATING EXPENSES
As used herein, the term "Operating Expenses" shall mean (except as
otherwise provided below) all costs and expenses (and taxes thereon, if any)
paid or incurred by Landlord, or on behalf of Landlord, with respect to the
operation, maintenance and repair of the Common Areas, Plant Facilities, and
other portions of the Research Campus from which Tenant derives benefit or which
Tenant uses in some form in common with Landlord. Operating Expenses include the
following categories of expenses: solid waste disposal (excluding those
categories of waste covered by Section 19.03); site security; grounds
maintenance; janitorial services; facilities
7
maintenance and repair; heating, ventilating and air conditioning (HVAC) systems
maintenance and repair; site operations (including, without limitation,
operation of the receiving facility, the Emergency Control Force, and the
industrial hygiene and safety functions); management; and insurance, payments in
lieu thereof, or imputed premiums as set forth more specifically in Article 11
hereof.
Operating Expenses also include, without limitation, salaries, wages
(including social security, unemployment and other payroll taxes), bonuses and
all other benefits paid to those employees of Landlord whose activities are
dedicated in whole or in part to tenant support and/or services (and if
dedicated only in part, then a reasonable allocation of said charges) for work
performed in connection with the items described above. Additionally, costs and
expenses of supplies, tools, materials and equipment; depreciation of movable
equipment used in repair and maintenance; uniforms, work clothes and their dry
cleaning; trash removal (other than hazardous or regulated waste); laundry and
towel service; telephone; stationery; legal, accounting and other professional
fees and disbursements to the extent that they relate to management and
operation of the Building and excluding any such professional fees and
disbursements that relate to tenant disputes; electrical costs; other energy
costs; utility costs; and any and all other costs and expenses related to items
described in this Section 6.03 are to be included as Operating Expenses.
Depreciation on capital improvements and capital equipment which, under
Landlord's accounting procedures, are capitalized, shall be included in
Operating Expense for the years in which such depreciation is taken. Expenses
for items that, under Landlord's accounting procedures, are expensed, shall be
included in Operating Expenses for the years in which such expense is booked.
All charges of independent contractors for Section 6.03 items shall be included
as Operating Expenses.
Provided, however, that the foregoing costs and expenses shall exclude or
have deducted from them, as the case may be: depreciation of capital costs
except as provided above; the cost of all charges for utilities furnished to the
Demised Premises or any other space (excluding Common Areas and Plant
Facilities) leased to and occupied by Tenant, by other tenants or by Landlord;
metered charges; mortgage interest and amortization payments; leasehold
improvements for other tenants, for Landlord, or for areas dedicated to the
support of Optional Services; brokerage commissions; refinancing costs; ground
rent under the Main Lease; and costs associated with providing Optional Services
to Tenant, to other tenants or to Landlord.
Tenant shall pay as Additional Rent for each calendar year or
proportionate part thereof during the lease term Tenant's "Operating Expense
Payment," calculated as follows: The term "Operating Base Year" shall mean 1996.
The term "Index" shall mean the Consumer Price Index for
Philadelphia-Wilmington-Trenton, XX-XX-XX-XX (XXX, 0000-00 = 100; CPI-U:PCUPHIN)
published by the Bureau of Labor Statistics of the U.S. Department of Labor (all
items). If the Index is no longer published, then a mutually agreeable
substitute or successor
8
index published by the U.S. Department of Labor ("USDOL") or other U.S.
governmental agency shall be used.
Attached hereto as Exhibit E is an agreed-upon statement of Operating
Expenses that would have been incurred by Tenant for the Operating Base Year had
Tenant occupied the Demised Premises for the entire calendar year 1996. Subject
to the appropriate proration for partial calendar years, Tenant's Operating
Expense Payment for each year of the lease term shall be the equivalent of
Tenant's Operating Expense Payment for the prior calendar year (corrected as set
forth below), adjusted upward (or downward as the case may be) by the percentage
change from the prior year's Index. The 1996 Operating Expense Payment shall be
as set forth in Exhibit E. If Landlord achieves any material cost savings by
reductions in Landlord's expenses to operate the facility which reduce the
level of site operations services to Tenant, then the 1996 Operating Expense
Payment shall be equitably adjusted downward to reflect such cost savings.
An illustrative example of "percentage change" as used in the preceding
paragraph is as follows: The percentage change of the 1991 Index (142.18) from
the 1990 Index (135.84) is the difference (6.34) as a percentage of the 1990
Index, to wit, 4.67%.
The amount invoiced shall be calculated based on the estimate published by
the USDOL for the percentage change in the Index for the then-current calendar
year. This published estimate, if available, or an agreed-upon estimate, shall
be provided to Tenant no later than October 15th of the then-current year.
During each January of the lease term (or as soon thereafter as the final figure
is published by the USDOL), Landlord shall furnish Tenant with an Index
Comparative Statement setting forth (i) the amount actually paid as Tenant's
Operating Expense Payment for the preceding calendar year, (ii) the amount that
should have been paid based upon the final figure published by the USDOL showing
the actual percentage change in the Index, and (iii) the estimated amount due as
Tenant's Operating Expense Payment during the then-current calendar year based
on the USDOL's estimate of percentage change for the then-current calendar. With
its next succeeding payment, Tenant shall pay any amount underpaid; any excess
shall be promptly refunded by Landlord in cash or as a credit, at Tenant's
option.
Section 6.04 OPTIONAL SERVICES
Landlord offers optional services in each of the following three
categories, as indicated on Exhibit D hereto: (1) Predetermined, (2) Headcount,
and (3) Usage.
(1) Predetermined. Annual rates to be charged for each predetermined
service shall become effective as of the first day of June of each
year of the lease term. Landlord shall provide Tenant with its
estimate of the new annual rates by December 31 of each prior year.
Landlord will finalize the rates no later than March 1 of each year,
and will promptly advise Tenant of any changes from the earlier
estimate. Adjustments, if any, will appear in the second quarterly
invoice. Landlord may change a rate or cancel a service at any time
by giving Tenant not less than thirty (30) days notice, in which
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event Tenant's liability for charges for the cancelled service shall
be prorated to the last day of service. Tenant shall also have the
right to cancel any predetermined optional service upon thirty (30)
days prior written notice to Landlord.
(2) Headcount. Landlord shall set the annual rates and advise Tenant as
set forth in (1) immediately above, except that Landlord shall not
be entitled to cancel service. Not later than January 2 of each
year, Tenant shall advise Landlord of its projected average
headcount (number of full-time employees and/or contractors) for the
upcoming year of the lease term. Tenant shall promptly advise
Landlord if the average headcount departs materially from Tenant's
projection.
(3) Usage. Landlord shall set rates based upon the extent of Tenant's
usage of any service (for example, by the hour, weight, load, xxxxx,
etc.), effective as of the first day of January of each year of the
lease term. Landlord shall set the annual rates and advise Tenant as
set forth in (1) above. Landlord may change a rate or cancel a
service at any time by giving Tenant not less than thirty (30) days
notice.
On the first day of the second month of each quarter, Landlord shall
provide Tenant with a quarterly invoice setting forth Tenant's Optional Services
payment, inclusive of categories (1) through (3) above, with an itemized
breakdown of Tenant's utilization, and Tenant shall pay the invoiced amount by
the 15th day of that month. Quarterly payments may be made by electronic wire
transfer.
Other services not listed on Exhibit D may also be available from
Landlord, and, if desired by Tenant, shall be the subject of a separate
Agreement for Services. If Tenant contracts for janitorial services from a third
party vendor, the vendor shall be subject to Landlord's approval. Further,
Landlord's approval may be withdrawn at any time if, in the reasonable exercise
of Landlord's judgment, the vendor's personnel are creating a risk to property
or security.
If Tenant desires delivery via a house system (as opposed to cylinders) of
any of the gases offered as House Gases in Exhibit D, these must be purchased
from Landlord.
To the extent that Tenant, its agents, employees, contractors or invitees
use the services of a nurse employed by Landlord, Tenant agrees to indemnify,
defend and save harmless Landlord and any nurse employed by Landlord from and
against any and all claims by or on behalf of Tenant, its agents, employees,
contractors and invitees arising from the acts or omissions, including
negligence, arising out of or relating to the provision of said services by such
nurse, except for acts or omissions of willful misconduct.
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Section 6.05 UTILITY CHARGES
Tenant shall pay as Additional Rent for each calendar year or
proportionate part thereof during this lease term Tenant's utility charge,
covering (1) Electricity, (2) Air conditioning, (3) Heat, (4) Steam for
humidification, heating and process use, and (5) Lab process chilled water. For
the period December 2, 1996, through December 31, 1997, Tenant shall pay
quarterly to Landlord the utility charges calculated in accordance with Exhibit
F-1, based upon the agreed-upon utility rates listed in Exhibit F-2 and
Landlord's estimate of Tenant's usage as set out in Exhibit F-3. During the
first calendar quarter of 1998, Landlord shall furnish a statement of Tenant's
actual utility usage to December 31, 1997, as metered or allocated in accordance
with Exhibit F-1. The amount paid by Tenant for utility charges to December 31,
1997 shall thereupon be adjusted to reflect actual usage levels, said adjustment
to be reflected in the next quarterly invoice.
Tenant's adjusted utility charge for the year 1997 shall thereafter
constitute the "Utility Base Year." From and after January 1, 1998, and subject
to the appropriate proration for partial calendar year, Tenant's annual utility
charge shall be the adjusted utility charge for the Utility Base Year, increased
or decreased (as the case may be) by the effective amount of any electrical rate
increase or decrease (as the case may be) received by GPU Energy or its
successor ("GPU") from the Board of Regulatory Commissioners ("BRC"). Note that
the effective amount of any electrical rate change for the Building is typically
lower than the figure published by GPU, due to operating efficiencies. Exhibit
F-4 illustrates the manner in which the effective rate change for the Building
will be calculated. Rate changes will become effective when published, and
adjustments will be reflected in the next quarterly invoice and will be based
upon actual amounts billed by GPU to Landlord. Each of Exhibits F-1, F-2, F-3,
and F-4 are attached hereto and made a part hereof.
As a matter of information for Tenant's accounting purposes (but without
binding effect), Landlord shall provide Tenant with rate projections furnished
by GPU.
In addition to the utility charges set forth above, Tenant shall pay One
Hundred and No/100 Dollars ($100) per calendar day for Industrial Wastewater
Treatment.
(a) Electricity. Landlord will permit the electrical risers, feeders and
wiring in the Building which serve the Demised Premises (except those which are
connected to the emergency generators) to be used by Tenant to the extent that
they are available, suitable and safe. Tenant may connect equipment requiring
electric power to the existing electrical panels in the Demised Premises.
Laboratory wiring may only connect to the panel designated for such laboratory.
Tenant's use of electrical energy shall never exceed the capacity of the
electrical system supplying the Demised Premises. In order to ensure that such
electrical capacity is not exceeded and to avert possible adverse effects upon
the Building's electrical system, Tenant shall not, without the prior written
consent of Landlord, make, perform or permit any alteration to wiring
installations to the electrical panels or panel main breaker. Should Landlord
grant any required consent, all additional risers, wire installations or other
electrical facilities shall be
11
provided by Landlord at the same hourly craft rates as set forth in Exhibit D.
Landlord shall not be obligated to consent to any such alteration or
installation if, in the reasonable exercise of Landlord's judgment, the same
will cause permanent damage or injury to the Building or the Demised Premises or
will cause or create a hazardous condition. Tenant's installation of any
electrical equipment requiring greater energy supply than 10 amps at 480 volts,
or emanating from main corridor electrical closets, shall require prior Landlord
approval.
Landlord shall have no liability to Tenant for any loss, damage or
expense which Tenant may sustain or incur by reason of any change, failure,
inadequacy or defect in the supply or character of the electrical energy
furnished to the Demised Premises or if the quantity or character of the
electrical energy is no longer available or suitable for Tenant's requirements,
except to the extent that such change, failure, inadequacy or defect is due to
the gross negligence or willful misconduct of Landlord, its employees, agents or
invitees.
Tenant shall be responsible for the cost of replacement of all
lighting tubes, lamps, starters and bulbs required in the Demised Premises,
consistent with the specification for existing electrical equipment.
(b) Telephone. Landlord operates a telephone exchange for the entire
Research Campus. Tenant shall pay a monthly charge for the use of the telephone
exchange and such telephones and telecommunications equipment as Tenant selects
pursuant to Section 6.04 "Optional Services" hereof. Telephone charges for
telephone calls will be billed directly to Tenant by United Telephone Company.
No delay or failure in telephone service arising out of the actions or failure
to act by United Telephone Company shall be considered a material breach of this
Agreement.
Normal hours for all purposes under this Agreement shall be 7:00
a.m. to 7:00 p.m. on business days (Mondays through Fridays except Landlord's
holidays). The hours of 7:00 p.m. to 7:00 a.m. and Saturdays, Sundays and
Landlord's holidays shall be considered after-hours. Landlord's holidays are New
Year's Day, Washington's Birthday, Memorial Day, Independence Day, Labor Day,
Veterans Day, Thanksgiving Day and the following Friday, and Christmas Day. The
foregoing specification of Landlord's holidays is subject to change on not less
than thirty (30) days notice. Air conditioning and heating shall be provided on
a continuous basis in the LG-l laboratories. After-hours air conditioning or
heating for offices in LG-l will be provided on request. Landlord's services
(including building systems, and services included in Base Rent, except
janitorial) are generally available on Landlord's holidays; certain Optional
Services may be available with advance notice at premium rates. The Emergency
Control Force is not available on Landlord's holidays.
(c) Industrial Wastewater Treatment. Landlord operates an industrial
wastewater treatment facility and will provide industrial wastewater treatment
service for Tenant. All of Tenant's industrial wastewater passing into the
industrial wastewater collection system will be treated in the industrial
wastewater treatment facility.
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If Tenant's average daily discharge of industrial wastewater from
LG-1 in any month shall exceed 2,000 gallons, and if the industrial wastewater
treatment facility is approaching its maximum capacity, then, following not less
than twenty (20) days written notice to Tenant, Landlord shall be entitled to
reasonably allocate industrial wastewater treatment capacity among Landlord,
Tenant, and other tenants (provided that Tenant's allocation shall not be less
than 2,000 gallons per day) and Tenant shall abide by said allocation.
(d) Water. Landlord shall supply at no additional cost to Tenant potable
and non-potable water to the Demised Premises in amounts sufficient for normal
sanitary and laboratory purposes.
(e) Sanitary wastewater treatment. Landlord operates a sanitary wastewater
treatment facility, and will provide sanitary wastewater treatment to Tenant at
no additional cost up to a limit of 1,000 gallons per day. If Tenant's average
daily discharge of sanitary wastewater in any month shall exceed 1,000 gallons,
and if the sanitary wastewater treatment facility is approaching its maximum
capacity, then, following not less than twenty (20) days written notice to
Tenant, Landlord shall be entitled to reasonably allocate sanitary wastewater
treatment capacity among Landlord, Tenant, and other tenants, and Tenant shall
abide by said allocation.
Section 6.06 INTERRUPTION OF SERVICE
Landlord reserves the right to stop heating, air conditioning, elevator,
plumbing, electric, sewer, water, telephone and any other systems or services
when necessary in order to make repairs to the system, the service or to the
Demised Premises or to the Research Campus or for the purpose of installation of
equipment, or on account of acts of God or the elements, labor disturbances of
any character, or accidents or restrictions on the use of said services and
utilities due to energy shortages or any other causes, or to comply with any
governmental regulation or request. Furthermore, Landlord shall be entitled to
cooperate voluntarily in a reasonable manner with the efforts of governmental
bodies or utility suppliers in reducing energy consumption. Landlord agrees to
use its reasonable efforts to minimize any such interruptions or reductions in
any system or service. Wherever possible Landlord shall give Tenant reasonable
notice of the stoppage or curtailment of any system or service in or to the
Demised Premises.
If Landlord fails to initiate or diligently pursue curing an interruption
in any one of the above-identified services or systems within five (5) days of
the onset of the interruption, or if Landlord initiates and diligently pursues a
cure, but if notwithstanding Landlord's efforts, the interrupted service or
system is not restored within ten (10) days, then Tenant shall be entitled to an
abatement of that portion of the Basic Monthly Rent, Operating Expenses and
Taxes attributable to those parts of the Demised Premises that are rendered
unfit for Tenant's use or occupancy in consequence of the interruption, said
abatement to commence on the sixth (6th) day following the onset and to remain
effective until the interruption is cured or an adequate substitute provided.
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Notwithstanding the requirements of any other Article of this Agreement,
Landlord shall not be liable to Tenant, or to any person claiming through
Tenant, for loss or injury to Tenant or Tenant's property, work in process or
any other thing or matter, however occurring, or for any interruption to
Tenant's business, through or in connection with or incidental to the furnishing
of, or failure to furnish, any of the aforesaid systems or services.
Section 6.07 UTILITY ALTERATIONS PROHIBITED
Tenant shall not make or cause to be made any connection or alteration to
main utility system piping upstream of the isolation valve servicing a
laboratory module, nor shall Tenant alter, modify, or make any connection to
heating, ventilation or air conditioning ductwork or controls within the Demised
Premises without prior approval of Landlord.
Section 6.08 LANDLORD'S SERVICES. MAINTENANCE AND REPAIRS
In addition to any services to be provided by Landlord that may be set
forth elsewhere in this Agreement, Landlord shall provide the following
services, the same to be included in Operating Expenses to the extent permitted
pursuant to this Agreement: solid waste disposal (excluding those categories of
waste covered by Section 19.03); site security; grounds maintenance; janitorial
service; facilities maintenance and repair as set forth more specifically below;
heating, ventilating and air conditioning (HVAC) systems maintenance as set
forth more specifically below; snow removal; management (including Landlord's
office and shift superintendent); fire and life safety equipment center and
systems (that is, extinguishers, smoke alarms and halon systems); fire water
system; and elevator service.
Landlord shall be responsible for maintaining, repairing, and, if
necessary, replacing all structural elements of the Building, as well as the
roof and roof membrane. Landlord's responsibility for maintenance repair and, if
necessary, replacement of HVAC, piping and electrical systems in the Demised
Premises owned or supplied by Landlord shall cover the following items: HVAC
Systems: all Landlord owned or supplied equipment; Electrical Systems: in
laboratories, all equipment up to and including distribution panels serving each
laboratory; in office areas, all Landlord owned or supplied equipment; Piped
Utilities except for Waste Systems: all equipment up to and including the block
valve serving each laboratory; Waste Systems: all piping and equipment
downstream of sinks and drains.
ARTICLE 7
Section 7.01 TAXES PAYABLE BY TENANT
Tenant shall pay all taxes which may be levied with respect to Tenant's
personal property located upon the Demised Premises, and Tenant agrees to use
its best efforts to cause such personal property to be taxed or assessed
separately from the Demised Premises and not as a lien thereon.
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ARTICLE 8
Section 8.01 COMPLIANCE WITH LAWS
Tenant shall not do or permit anything to be done in or to the Demised
Premises, or bring or keep any thing therein which will, in any way, obstruct or
interfere with the rights of Landlord or of other tenants, or in any way injure
or annoy Landlord or other tenants or subject Landlord to any liability for
injury to persons or damage to property, or interfere with the good order of the
Building or conflict with the present or future laws, rules or regulations of
any Governmental authority. Tenant shall not be permitted to undertake any
activity that would impair the reputation and appearance of the Research Campus
as a first class research campus and office facility. At the request of
Landlord, Tenant shall (at no cost to Tenant unless otherwise set forth herein)
join with Landlord in any application for a permit or license affecting the
Research Campus, provided that said permit or license would not materially
interfere with Tenant's use of the Demised Premises for the purposes specified
hereunder.
Tenant shall conform to all Governmental laws, rules, regulations or
ordinances to the extent that same pertain to Tenant's activities in the Demised
Premises. If any Governmental laws, rules, regulations or ordinances are of
general application to the Building or Research Campus and require improvements,
alterations, or installation of new or substitute equipment, then Landlord shall
take whatever steps are necessary to comply and shall bear the costs and
expenses thereof. If any Governmental laws, rules, regulations or ordinances
relate solely to Tenant's specific use in the Demised Premises, then Tenant
shall take whatever steps are necessary to comply and shall bear the costs and
expenses thereof.
Without limiting the generality of the foregoing, in the Demised Premises
and Common Areas, Tenant shall not violate any environmental laws, rules,
regulations, ordinances or orders, including, without limitation, the Resource
Conservation and Recovery Act 42 U.S.C. Sec. 6901 et seq., the Occupational
Safety and Health Act 29 U.S.C. Sec. 651 et seq., the Clean Water Act, 33 U.S.C.
Sec. 25 et seq., the Clean Air Act 42 U.S.C. Sec. 7401 et seq., the Atomic
Energy Act of 1954, as amended, 42 U.S.C. 2011 et seq., the Worker and Community
Right to Know Act N.J.S.A. 47:1A-1 et seq., the Spill Compensation and Control
Act N.J.S.A. 58:10-23.11 et seq., and the Industrial Site Recovery Act ("ISRA")
N.J.S.A. 13:1K-6 et seq., the New Jersey Radiation Protection Code, N.J.S.A.
26:2C-1 et seq., and the New Jersey Division of Waste Management regulations,
N.J.A.C. 7:26-1.1 et seq.
ARTICLE 9
Section 9.01 LANDLORD WORK
In addition to the work described in Section 25.01, Landlord agrees to
install at its own expense within thirty (30) days after the Commencement Date
building standard carpet in the corridors between the labs and the offices and
in the LG interaction area, and to construct at its own expense a men's restroom
in Room LG-126/130 for the Demised Premises. The design and
15
materials of this restroom shall be substantially similar to the other men's
restrooms in the LG/LE wing of the Building. Until completion of this restroom,
Tenant shall use the men's restrooms located in the Common Areas of the
Building.
Section 9.02 TENANT ALTERATIONS AND REPAIRS
Outline plans for the initial alterations to be performed by Tenant in the
Demised Premises (the "Initial Alterations") have been approved by Landlord,
subject to Landlord's approval of the final plans for conformity to such outline
plans. Subsequent to the Initial Alterations, Tenant shall not make or suffer to
be made any structural alterations to the Demised Premises (as defined below),
nor shall Tenant make any non-structural alterations, installations, additions,
fixtures or improvements to the Demised Premises, including the attachment of
any fixtures or equipment which (i) exceed on an annual basis a threshold of
$15,000 in cost (inclusive of materials and installation) or (ii) involve
partitioning or affect utilities, without obtaining Landlord's prior written
consent, which consent shall not be unreasonably withheld or delayed. For
purposes of this Section, Landlord's delay beyond thirty (30) days shall be
deemed unreasonable. As used in this Agreement, the term "structural" shall mean
any load-bearing component of the Building which provides support for another
component. Structural components shall include, by way of example and not
limitation, the foundation, floors, columns, beams, supports and slabs.
Structural alterations and non-structural alterations covered by (i) or (ii)
above shall hereinafter be collectively referred to as "Alterations". When
applying for Landlord's required consent, Tenant shall furnish complete plans
and specifications for Alterations. Operating equipment and other trade fixtures
shall not constitute Alterations.
Except as otherwise provided herein and subject to Section 9.03 below, all
Alterations, whether temporary or permanent in character, made in or upon the
Demised Premises by or on behalf of either Landlord or Tenant, shall at once
become part of the Building and belong to Landlord and, at the end of the term
hereof, shall remain on the Demised Premises without compensation of any kind to
Tenant. Movable furniture and equipment owned by Landlord forming a part of the
Demised Premises shall remain the property of Landlord. Movable furniture and
equipment owned and placed by Tenant and Tenant's trade fixtures (like, for
example, computer equipment, automatic filing systems, lateral files, benchtop
equipment, laboratory equipment, freezers, autoclaves, power panels and wiring
therefrom) shall remain the property of Tenant.
If Landlord agrees to permit an Alteration to be made by Tenant, the
Alteration shall be made and performed under such conditions and in such manner
as consented to by Landlord. Alterations shall be made only by contractors or
mechanics approved by Landlord. No Alterations shall be made to any partition
separating the Demised Premises from other parts of the Building, or to the
public corridors, or to the entrance doors of the Demised Premises. No
Alterations shall affect any part of the Building other than the Demised
Premises or adversely affect any service required to be furnished by Landlord to
Tenant or any other occupant of the Building or reduce the value or utility of
the Building. In the course of any construction activity occasioned by
Alterations, reasonable precautions shall be taken by Tenant (and required by
16
Tenant of its contractors) to minimize any impact on the quiet enjoyment of the
balance of the Building and Research Campus by Landlord and other tenants. No
Alterations shall affect the outside appearance or the strength of the Building
or any structural parts. All business machines, laboratory and mechanical
equipment shall be placed and maintained by Tenant in settings sufficient, in
the reasonable exercise of Landlord's judgment, to absorb and prevent vibration,
noise and annoyance to Landlord or other occupants of the Building.
Any contracts with third parties for Alterations shall require the
contractor and its subcontractors to carry worker's compensation insurance and
liability insurance as follows:
(i) Worker's Compensation and Employer's Liability Insurance for all of
the Contractor's employees engaged in the performance of the
Contract-Statutory Requirements.
(ii) Contractor's Public Liability Insurance covering claims for bodily
injury or death and damage to property.
a. Bodily Injury - each person $100,000
- each accident $300,000
b. Property Damage - each accident $300,000
(iii) Contractor's Protective Public Liability Insurance (Required only if
any of the work is sublet.)
a. Bodily Injury - each person $100,000
- each accident $300,000
b. Property Damage - each accident $300,000
(iv) Automobile Public Liability Insurance covering claims for bodily
injuries or death and damage to property.
a. Bodily Injury - each person $100,000
- each accident $300,000
b. Property Damage - each accident $300,000
Landlord shall be named as additional insured on all such insurance policies.
Tenant shall make any such insurance policies available for Landlord's
inspection at Landlord's request.
All construction permits, and any other permits, approvals or certificates
required by applicable Governmental authorities shall be timely obtained by
Tenant at Tenant's expense and submitted to Landlord. Landlord shall not
unreasonably refuse to join any application for a permit or approval, provided
that (i) such joinder shall be without expense to Landlord, (ii)
17
Landlord has in the first instance given its consent to the Alteration and (iii)
Landlord's joinder is required by such governmental authority.
Notwithstanding Landlord's approval of plans and specifications for any
Alterations, all Alterations shall be made and performed in full compliance with
all applicable laws, orders and regulations of governmental authorities and all
building codes, rules and regulations and the rules and regulations of this
Agreement; all materials and equipment to be incorporated into the Demised
Premises as a result of all Alterations shall be new and first quality; no such
materials or equipment shall be subject to any lien, encumbrance, chattel
mortgage or title retention or security agreement, and all Alterations shall be
made and performed in a good and workmanlike manner.
Section 9.03 REMOVAL OF ALTERATIONS
Notwithstanding any other provisions contained in this Agreement, Tenant
agrees that it shall, upon Landlord's written request, at Tenant's sole cost and
expense, promptly remove any Alterations designated by Landlord to be removed
and repair any damage to the Demised Premises resulting from such removal in the
following instances: (i) where such Alterations were installed by Tenant without
Landlord's written consent in violation hereof, or (ii) at the expiration or
sooner termination of this Agreement provided that Landlord shall have advised
Tenant in writing simultaneous with its consent to the Alteration that removal
would be required. Such removal or repair shall be accomplished in a good and
workmanlike manner leaving the Demised Premises in a clean and safe condition.
Section 9.04 CONDITION OF DEMISED PREMISES
Subject to Section 9.01, by taking possession of the Demised Premises,
Tenant accepts the Demised Premises as being (i) in the condition in which the
Landlord is obligated to deliver them, and (ii) in good and sanitary order,
condition and repair. Tenant shall at all times during the term of this
Agreement, at its sole cost and expense, keep the Demised Premises in good and
sanitary order, condition and repair, reasonable wear and tear excepted, with
replacements of any damaged materials to be made by use of materials of equal or
better quality to those damaged. Landlord shall be responsible for the
correction of any latent defects in the Demised Premises. Landlord has no
obligation to alter, install, add to, improve, repair, remodel or paint the
Demised Premises except as specifically provided herein. Tenant acknowledges
that Landlord has made no representations regarding the condition of the Demised
Premises or the Building except as expressly set forth in this Agreement.
Tenant shall commit no act of waste and, subject to Landlord's obligations
set forth in Section 6.08, shall take good care of Landlord's fixtures,
equipment and appurtenances in the Demised Premises. By way of example, and not
intended to be all-inclusive, all electric, plumbing, heating, fire protection,
elevator, telephone, telegraph, communication and radio systems, fixtures and
outlets, venetian blinds, partitions, railings, gates, doors, walls, stairs,
paneling, (including display cases and cupboards recessed in paneling), molding,
shelving,
18
radiators and enclosures, cork, rubber, linoleum and composition floors,
furniture and furnishings which are a part of the Demised Premises, and
ventilating, silencing, air conditioning and cooling equipment and all
laboratory fixtures and equipment shall be deemed to be included in such
furniture, fixtures, equipment, improvements and installations, whether or not
attached to or built into the Demised Premises. Nothing in this section 9.04
shall be construed to give the Landlord title to or prevent Tenant's removal of
Tenant's trade fixtures, equipment and furniture, provided that Tenant repairs
any damage to the Demised Premises caused by such removal.
Except as otherwise provided in this Agreement, upon the expiration or
sooner termination hereof, Tenant shall surrender the Demised Premises to
Landlord, together with all Alterations, fixtures, and repairs which have been
made thereto (unless Landlord has required their removal as herein provided), in
the same condition as at the commencement of the lease term, ordinary wear and
tear and insured casualty excepted.
Section 9.05 ADJUSTMENT OF SERVICE/COMMON FACILITIES
Landlord reserves the right following notice reasonable under the
circumstances, and without incurring liability to Tenant therefor, from time to
time:
(a) To install, use, maintain, repair, replace and relocate pipes, ducts,
conduits, wires and appurtenant meters and equipment for service to other parts
of the Building above the ceiling surfaces, below the floor surfaces, within the
walls and in the central core areas within the Demised Premises whether said
facility serves the Demised Premises or other parts of the Building, and to
expand the Building; provided that Landlord shall use diligent efforts to
minimize any inconvenience to Tenant's use of the Demised Premises by reason
thereof; and
(b) to change the arrangement and/or location of public entrances,
passageways, roadways, parking spaces, location of gas storage, doors, doorways,
corridors, elevators, stairways, toilets and other shared parts of the Buildings
or the Research Campus, provided such changes do not materially adversely affect
access to or use of the Demised Premises; to designate a reserved gate or
entrance for certain employees or contractors on a nondiscriminatory basis; to
change the method or manner of providing services hereunder; to change the
method, manner or provider of any utility or service; to change, alter,
transfer, relocate or terminate the sanitary or industrial wastewater treatment
facilities; to change, alter, relocate, terminate, sell, lease or in any way
dispose of any other facility, part or improvement on or of the Research Campus;
provided, however, that if Landlord elects to alter a service such that Tenant's
ability to use the Demised Premises as specified hereunder is materially
impaired, then Tenant shall be entitled to an abatement of Rent during the
period of impairment; and provided further that in the event of termination of a
service (except an Optional Service pursuant to Section 6.04), Landlord shall
supply an adequate and reasonably equivalent substituted service. Landlord shall
use diligent efforts to obtain any such substituted service at reasonably
comparable cost.
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ARTICLE 10
Section 10.01 LIENS
Notice is hereby given that Landlord shall not be liable for any labor or
materials furnished or to be furnished to Tenant upon credit, and that no
construction lien or notice of unpaid balance creating a lien or purporting to
do so for any such labor or materials shall attach to or affect the reversion or
other estate or interest of Landlord in and to the Demised Premises, the
Research Campus or the Property; provided that the foregoing shall not apply to
labor or materials furnished to Landlord for Alterations performed for Tenant by
Landlord. Any lien claim filed against the Demised Premises, Building, the
Research Campus, the Property or the Building arising out of or pertaining to
work done for or materials furnished to Tenant shall be discharged by Tenant, at
its sole cost and expense, within thirty (30) days after notice of such filing,
by payment of the amount claimed to be due or by filing of the bond required by
law or otherwise. In the event Tenant fails to discharge any such lien claim
within said thirty (30) days, Landlord shall have the following rights upon five
(5) days notice to Tenant:
a. To fully pay the amount claimed in said lien claim;
b. To bond the amount claimed in said lien claim;
c. To institute any action in order to discharge said lien claim.
Tenant shall fully cooperate in all Landlord efforts to remove any such
lien claim. Any cost, payment or expense of any kind incurred by Landlord to
discharge said lien claim shall be paid by Tenant on the next succeeding rent
payment date as Additional Rent.
ARTICLE 11
Section 11.01 DISTRIBUTION OF RISK
As a material part of the consideration for this Agreement, Tenant hereby
assumes all risks, and waives all claims, against Landlord for any damage to any
property or any injury to or death of any person in or about the Demised
Premises, the Research Campus or the Property arising at any time and from any
cause whatsoever other than solely by reason of the gross negligence or willful
misconduct of Landlord.
Section 11.02 PERSONAL INJURY
Subject to the exceptions set forth in Section 11.06, Tenant shall
indemnify, defend and save harmless Landlord, its agents and employees, from and
against any and all claims for bodily injury, including death, by or on behalf
of any person, firm or corporation arising from (i) the conduct or management of
any work or thing done by Tenant in or about, or from transactions of Tenant
concerning, the Demised Premises, or (ii) any breach or default on the part of
Tenant in the performance of any covenant or agreement on the part of Tenant to
be performed pursuant to the terms of this Agreement, and, as to both (i) and
(ii), due to the
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negligence or willful misconduct of Tenant, or any of its agents, contractors,
servants, employees or licensees. This indemnity shall encompass all reasonable
costs, counsel fees, expenses and liabilities incurred in connection with any
such claim or action or proceeding brought thereon. Furthermore, in case any
action or proceeding is brought against Landlord by reason of any claims of such
liability, Tenant agrees to defend such action or proceeding at Tenant's sole
expense by counsel approved in writing by Landlord, which approval shall not be
unreasonably withheld; the selection of counsel by Tenant's insurer shall be
deemed reasonable.
Subject to the exceptions set forth in Section 11.06, Landlord shall
indemnify, defend and save harmless Tenant, its agents and employees, from and
against any and all claims for bodily injury, including death, by or on behalf
of any person, firm or corporation arising from (i) the conduct or management of
any work or thing done by Landlord in or about, or from transactions of Landlord
concerning, the Demised Premises, or (ii) any breach or default on the part of
Landlord in the performance of any covenant or agreement on the part of Landlord
to be performed pursuant to the terms of this agreement, and, as to both (i) and
(ii), due to the gross negligence or willful misconduct of Landlord, or any of
its agents, contractors, servants, employees or licensees. This indemnity shall
encompass all reasonable costs, counsel fees, expenses and liabilities incurred
in connection with any such claim or action or proceeding brought thereon.
Furthermore, in case any action or proceeding is brought against Tenant by
reason of any claims of such liability, Landlord agrees to defend such action or
proceeding at Landlord's sole expense by counsel approved in writing by Tenant,
which approval shall not be unreasonably withheld.
Section 11.03 PROPERTY DAMAGE
Landlord shall be responsible for and shall hold Tenant harmless for loss
or damage howsoever caused to the Building, Plant Facilities, and other
improvements to the Research Campus and to Landlord's property thereon. Tenant
shall be responsible for and shall hold Landlord harmless for loss or damage
howsoever caused to Tenant's property located on the Research Campus. Each party
shall procure at its own expense a waiver by its insurer(s) of all right of
subrogation against the other, its officers, directors and employees, and in the
case of Landlord against Tenant, its subtenants or assignees, in connection with
any loss or damage thereby insured against. Said waivers shall be maintained in
effect throughout the term of this Agreement and any renewals hereof, and shall
be evidenced to the other party upon request from time to time.
In the event that Landlord elects to self-insure, Landlord shall so notify
Tenant and Tenant shall pay as an Operating Expense its percentage share (as set
out in Section 6.02, to wit, 2.32%) of the imputed premium were Landlord to
purchase all-risk property insurance covering the full replacement value of the
Building, Plant Facilities, other improvements (inclusive of the Demised
Premises, Landlord's Work and all Alterations) and Landlord's property on the
Research Campus, with the above-described waiver of subrogation, and covering as
well the loss of rent (both Basic Rent and items of Additional Rent) for a
12-month period.
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Said imputed premium shall be determined annually by Exxon Risk Management
Services or its successor organization.
Section 11.04 INDIRECT DAMAGES
Notwithstanding any other provision of this Agreement, each party shall be
responsible for any consequential, special or indirect damages or loss of
anticipated profits it sustains, even if such loss or damage results from the
other's willful misconduct, and each party shall hold the other harmless from
such liability.
Section 11.05 INSURANCE
Tenant shall maintain in force the following types of insurance: (i)
workers' compensation and employers' liability insurance or similar social
insurance; and (ii) automobile liability insurance with minimum aggregate limits
of at least One Million Dollars ($1,000,000) for personal injury, death or
property damage resulting from each occurrence, and (iii) commercial general
liability insurance with minimum aggregate limits of at least Two Million
Dollars ($2,000,000) for property damage and at least Five Million Dollars
($5,000,000) for personal injury or death resulting from each occurrence. Tenant
agrees that compliance with the minimum insurance requirements set forth herein
shall not limit or waive Tenant's legal and contractual responsibilities to
Landlord and to others.
Section 11.06 EXCLUSIONS
The following categories of claims, demands and causes of action shall be
excepted from the foregoing provisions of this Article 11 and shall be governed
by the specific terms of the respective referenced sections, or in the case of
subsection (iv), shall be governed by such subsection (iv):
(i) those which are the subject of Article 17;
(ii) those which are the subject of the indemnifications set forth in
Section 19.01;
(iii) those which are the subject of Article 20;
(iv) claims, demands and causes of action arising out of or relating to
the improper or unlawful release or discharge of a hazardous
substance or waste, as to which the responsible party shall be
liable without regard to fault (with liability in proportion to the
allocable share of responsibility where the release or discharge
results from the acts or omissions of Tenant and Landlord or any
other tenant in the Building);
(v) claims, demands or causes of action arising out of the services of
Landlord's nurse pursuant to Section 6.04.
The provisions of this Article, and the provisions of Article 17, Section 19.01,
Article 20 and Section 6.04 excepted pursuant to this Article, shall survive the
expiration or sooner termination
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of this Agreement with respect to any claims or liability arising prior to such
expiration or sooner termination.
ARTICLE 12
Section 12.01 ASSIGNMENT and SUBLETTING
Except as expressly permitted below, Tenant shall not sell or assign this
Agreement or any interest herein.
Tenant shall not encumber this Agreement or any interest herein, sublet
the Demised Premises or any part thereof, or suffer any other person to occupy
or use the Demised Premises or any portion thereof, without the prior written
consent of Landlord. If Landlord's consent is obtained, Tenant may sublet or
assign the Demised Premises in whole or in part, provided that (i) any sublessee
acquires its interest in the Demised Premises subject to all of the terms and
conditions of this Agreement, and (ii) any assignee agrees to comply with all of
the terms and conditions of this Agreement.
An assignment shall not be deemed to include one or more sales or
transfers by which an aggregate of fifty percent (50%) or more of Tenant's
publicly-traded stock becomes vested in a party or parties who are not
stockholders as of the date of this Agreement.
Landlord's consent shall not be withheld from (i) a sublet of the Demised
Premises (or portions thereof) to an affiliate of Tenant, or (ii) an assignment
of this Agreement to an affiliate of Tenant or to a corporation or other
business entity into which or with which Tenant shall be merged or consolidated,
or to which substantially all of Tenant's assets may be transferred (a
"successor corporation") ; provided, however, that Landlord may withhold its
consent from such sublease or assignment where (a) the sublessee or assignee is
a preexisting entity or the successor of a preexisting entity (other than
Tenant) and (b) Landlord reasonably determines that such entity has a negative
record and reputation with respect to health, safety and/or the environment.
If Landlord withholds its consent from a sublease or assignment to an
affiliate or successor of Tenant in accordance with the provisions of the
previous paragraph, Tenant shall have the right to terminate this Lease on
twelve (12) months' written notice to Landlord. At the end of such twelve (12)
month period, this Lease shall terminate in the same manner as if the expiration
date thereof had occurred. During such twelve (12) month period, Landlord shall
have the right to accelerate the termination of this Lease by written notice to
Tenant to a date which is not less than ninety (90) days after the delivery of
such notice to Tenant, whereupon this Lease shall terminate on the date
specified by Landlord in the same manner as provided above with respect to a
termination by Tenant.
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Any sale, assignment, encumbrance, subletting, occupation or other
transfer of this Agreement or any interest herein which does not comply with the
provisions of this Article shall be void and shall be a default hereunder.
Any request to Landlord for its consent to an assignment or sublease shall
be in writing, accompanied by a complete description of the proposed assignee or
subtenant, the proposed uses to which it intends to put the Demised Premises and
a certified financial statement of such proposed assignee or subtenant. Within
twenty (20) days after its receipt of such request and information, Landlord
shall either (a) consent to the assignment or sublease, (b) deny its consent,
stating its reasons therefor or (c) elect to terminate this Lease with respect
to the entire Demised Premises in the case of a proposed assignment, or with
respect to the premises proposed to be sublet with respect to a sublease for
substantially the balance of the term of this Lease. Such termination shall be
effective not less than thirty (30) nor more than sixty (60) days after the
notice from Landlord, and, in such case, this Lease shall terminate on the date
stated in Landlord's notice, either with respect to the entire Demised Premises
or the portion thereof intended to be subleased, with the same effect as if the
Term of this Lease had expired with respect to such space. If Landlord fails to
respond to Tenant within said twenty (20) day period, it shall be deemed that
Landlord has granted its consent to the proposed assignment or sublease. Upon a
termination pursuant to this Section, any security held by Landlord shall be
returned to Tenant in accordance with the provisions of Article 14.
Section 12.02 LANDLORD'S CONSENT
Landlord's consent to any encumbrance, subletting, occupation or other
transfer shall not release Tenant from any of Tenant's obligations hereunder or
be deemed to be a consent to any subsequent such occurrence.
Section 12.03 BROKERS' COMMISSIONS
Tenant shall hold Landlord harmless from any claims for brokers'
commissions in connection with any sublease of Tenant's interest or any part
thereof in the Demised Premises. Each party shall hold the other harmless from
any claims for brokers' commissions in connection with an assignment of its
interest in this Agreement.
Section 12.04 BANKRUPTCY ASSIGNMENT
Without limiting any of the provisions of the above paragraphs, if
pursuant to the Federal Bankruptcy Code (the "Code"), or any similar law
hereafter enacted having the same general purpose, Tenant is permitted to assign
this Agreement notwithstanding the restrictions contained in this Agreement,
adequate assurance of future performance by an assignee expressly permitted
under such Code shall be required and shall be deemed to mean the deposit of
cash security in an amount equal to the annual base rent plus an amount equal to
the sum of all other charges, including, without limitation, Additional Rent due
and payable by Tenant hereunder for the calendar year preceding the year in
which such assignment is intended to become effective,
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which deposit shall be held by Landlord for the balance of the term, with
interest, as a Security Deposit for the full performance of all of Tenant's
obligations under this Agreement, to be held and applied in the manner specified
for security in Article 14.
ARTICLE 13
Section 13.01 INSOLVENCY OR BANKRUPTCY
If (a) Tenant shall admit in writing its inability to pay its debts as
they mature; (b) Tenant shall make an assignment for the benefit of creditors or
take any other similar action for the protection or benefit of creditors; (c)
Tenant shall file a voluntary petition in bankruptcy or shall be adjudicated a
bankrupt or insolvent; (d) Tenant shall file any petition or answer seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under the present or future applicable federal, state or other
statute or law relative to bankruptcy, insolvency or other relief for debtors;
(e) a petition shall be filed against Tenant under the reorganization provisions
of the Code and Tenant shall fail to have such petition discharged within ninety
(90) days of the filing thereof; (f) there shall be a sale or attempted sale by
or under execution or other legal process of Tenant's leasehold interest
hereunder and/or substantially all of Tenant's other assets; (g) Tenant's goods
or chattels used in, or incident to, Tenant's operations at the Demised Premises
are seized, sequestered or impounded by authority of law; or (h) there is an
assignment by operation of law of Tenant's leasehold interest hereunder; then
Landlord may terminate this Agreement by giving five (5) days written notice of
termination to Tenant. In no event shall this Agreement be assigned or
assignable by reason of any voluntary or involuntary bankruptcy proceeding, nor
shall any rights or privileges hereunder be an asset of Tenant in any
bankruptcy, reorganization or debtor relief proceedings of any nature. If
Landlord is prevented by any order, law, rule or judgment of any court from
terminating this Agreement, and the Agreement continues pending resolution of
Bankruptcy or insolvency proceedings, then Tenant shall furnish security of
performance as set forth in Section 12.04 to be administered by Landlord in the
same manner specified for security in Article 14.
ARTICLE 14
Section 14.01 SECURITY
Contemporaneously herewith the parties shall enter a Letter of Credit
Agreement in the form annexed hereto as Exhibit G, and on or prior to the
commencement date of this Agreement Tenant shall provide to Landlord as security
a Letter of Credit in the form annexed as an exhibit to the Letter of Credit
Agreement. The security shall be administered as follows: If Tenant defaults
with respect to any provision of this Agreement, including but not limited to
the provisions relating to the payment of Basic Monthly Rental or Additional
Rent, Landlord may cash the Letter of Credit in whole or in part and use, apply
or retain all or any portion of the security for the payment of any Rent or any
other amount which Landlord may spend or may be required to spend by reason of
Tenant's default, to repair damages to the Demised Premises or the Research
Campus or to compensate Landlord for any other loss or damage which Landlord
25
may suffer by reason of Tenant's default. Should Landlord use any portion of the
security to cure any default by Tenant hereunder, Tenant shall, within thirty
(30) days of a request from Landlord, pay to Landlord the sum so used or provide
a new Letter of Credit so that the security shall be replenished to its former
amount. Tenant shall not assign or encumber or attempt to assign or encumber the
Letter of Credit or monies deposited hereunder as security. If Tenant shall
fully and punctually comply with all the terms of this Agreement, then thirty
(30) days following the expiration or termination of this Agreement and
surrender of the Demised Premises by Tenant, the Letter of Credit shall
automatically expire, and any monies being held by Landlord as security shall be
returned to Tenant, without interest. Landlord shall deliver the Letter of
Credit and any cash held as security to the purchaser of Landlord's interest in
the Demised Premises in the event that such interest is sold and thereupon
Landlord shall be discharged from any further liability with respect to the
security, and Landlord's successor-in-interest shall be responsible for its
return in accordance with this Agreement.
ARTICLE 15
Section 15.01 DAMAGE OR DESTRUCTION
If the Building is damaged by fire or any other cause, whether or not said
fire or other cause damages the Demised Premises, to the extent that the cost of
restoration, as reasonably estimated by Landlord, equals or exceeds twenty
percent (20%) of the replacement value of the Building (exclusive of
foundations) immediately prior to the occurrence of the damage, and if Landlord
does not elect to restore the Building, then Landlord may, no later than the
ninetieth (90th) day following the damage, give Tenant a notice of election to
terminate this Agreement. In such event, this Agreement shall be deemed to
terminate on the thirtieth (30th) day after the giving of said notice, and
Tenant shall surrender possession of the Demised Premises within a reasonable
time thereafter, and the Basic Monthly Rental and any Additional Rent shall be
apportioned as of the date of said surrender.
Tenant shall also have the right to terminate this Lease in the same
manner as provided above for Landlord, if more than twenty percent (20%) of the
Demised Premises is damaged and Landlord does not elect to repair such damage.
If the cost of restoration as estimated by Landlord shall amount to less
than twenty percent (20%) of said replacement value of the Building, or if,
despite the cost, Landlord elects to restore the Building, Landlord shall at its
expense restore the Building and the Demised Premises, inclusive of and any
Alterations, with reasonable promptness, subject to delays beyond Landlord's
control, and delays in the making of insurance adjustments between Landlord and
its insurance carrier(s), if any.
In any case in which use of the Demised Premises is affected by any fire
or other casualty to the Building, there shall be either an abatement or an
equitable reduction in Basic Monthly Rent and Additional Rent depending on the
period for which and the extent to which
26
the Demised Premises are not reasonably useable for the purpose for which they
were leased hereunder.
Subject to the rights of other Building occupants, if Tenant's use of the
Demised Premises for the purposes specified hereunder is materially impaired,
then Landlord shall attempt to locate for Tenant reasonably equivalent
substitute space that is available elsewhere in the laboratory wing of the
Building.
If Landlord elects to restore, Tenant shall also have the right to
terminate this Agreement if substantial completion of restoration of the Demised
Premises is projected to require more than three (3) months from the date of
casualty, and, Tenant's use of the Demised Premises for the purposes specified
hereunder is materially affected by the damage so that Tenant cannot engage in
business in the ordinary course. Tenant's election to terminate must be made
within sixty (60) days of Tenant's receipt from Landlord of Landlord's election
to restore and projected date by which restoration will be substantially
complete.
Section 15.02 OBLIGATION OF TENANT
Tenant shall cooperate with Landlord's insurer(s), including but not
limited to permitting reasonable entries for inspections and providing such
information as is reasonably requested. Tenant's failure to cooperate with the
reasonable requests of Landlord's insurer(s) shall be an event of default
hereunder, and without prejudice to any other remedies, shall give rise to a
cause of action for breach of lease.
ARTICLE 16
Section 16.01 EMINENT DOMAIN
If any part of the Research Campus or Building shall be taken or
appropriated under the power of eminent domain or conveyed in lieu thereof, so
that Landlord's or Tenant's activities are materially affected, the affected
party shall have the right to terminate this Agreement at its option, said
election to be made within sixty (60) days of the effective date of the taking.
Landlord's activities shall have been materially affected if, in the reasonable
exercise of Landlord's judgment, Landlord determines that one or more components
necessary to the operation of the Building generally (i.e., not limited in its
use to the areas where Landlord performs proprietary research) has been taken
and cannot reasonably be replaced. Tenant shall determine whether its activities
have been materially affected, but Tenant's determination shall not be
unreasonable, and Tenant's activities shall be deemed not to have been
materially affected if Landlord makes available for Tenant's use comparable
space elsewhere in the laboratory wing of the Building.
Landlord shall receive any income, rent, award or interest therein which
may be paid in connection with the exercise of such power of eminent domain, and
Tenant shall have no claim against Landlord for any part of any such paid by
virtue of such proceedings, whether or
27
not attributable to the value of the unexpired term of this Agreement, except
that Tenant may file a separate claim for any taking of fixtures and
improvements owned by Tenant and for moving expenses, provided that as to said
separate claim, it in no event reduces the award made to Landlord. Tenant hereby
releases and assigns to Landlord all Tenant's rights to such awards and
covenants to deliver such further assignments and assurances thereof as Landlord
may from time to time request.
If a part of the Demised Premises shall be so taken or appropriated or
conveyed and neither party hereto shall elect to terminate this Agreement and
the Demised Premises have been damaged as a consequence of such partial taking
or appropriation or conveyance, Landlord shall repair or restore any injury or
damage to the Demised Premises, Alterations, and any other improvements to the
Demised Premises, made by or at the expense of Tenant that are a part of the
Building, and the future rent shall be equitably abated to reflect the part of
the Demised Premises lost to Tenant. Landlord shall not be required to repair or
restore equipment, fixtures, improvements, or the like, owned by Tenant.
ARTICLE 17
Section 17.01 ISRA/NON-SUBJECT OPERATIONS
Tenant represents that its SIC Code is 8734. In the event that, after the
commencement of this Agreement, any of Tenant's activities or any transaction in
which Tenant is involved (including, without limitation, the expiration or
sooner termination of this Agreement) triggers the applicability to the Demised
Premises of ISRA, as the same may be amended from time to time, or such
successor statute as may replace ISRA, Tenant shall undertake at its expense any
necessary ISRA compliance for the Demised Premises. If Tenant determines that
its operations are not subject to ISRA, Tenant agrees to request a letter of
non-applicability, or any equivalent thereof which may hereafter be established
(an "LNA") from the New Jersey Department of Environmental Protection ("NJDEP")
covering its operations at the Demised Premises. Tenant will provide Landlord
with a copy of the LNA and Tenant's supporting affidavit and the letter
requesting the LNA. If Tenant obtains an LNA based on an affidavit and request
which fully and accurately describe the relevant facts, as reasonably determined
by Landlord, Tenant shall not be obligated to undertake any further ISRA
compliance under this paragraph with reference to the transaction for which the
LNA was obtained.
In the event that Landlord is involved in any activity or transaction
which triggers ISRA compliance for the Demised Premises, and if Landlord
determines that its operations are not subject to ISRA, Tenant shall cooperate
in Landlord's application for an LNA, providing such data and affidavits as
Landlord may reasonably request, and Landlord shall bear all of the costs and
expenses reasonably so incurred.
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Section 17.02 SUBJECT OPERATIONS
If Tenant's operations are subject to ISRA or to any other environmental
laws or regulations, then except as provided herein, Tenant agrees, at its own
expense, to undertake any compliance required under ISRA, or such other laws,
with respect to Tenant's operations at the Demised Premises, including, without
limitation, to the extent applicable to Tenant, preparing notices, providing
data, making affidavits, commissioning sampling or cleanup plans, and hiring
consultants. Tenant shall provide Landlord with complete copies of any and all
filings made hereunder and with copies of any and all correspondence with NJDEP.
Section 17.02.1 If required hereunder, Tenant shall submit to NJDEP a
fully completed ISRA initial notice for its operations at the Research Campus at
least 1 year prior to the expiration of this Agreement, unless Tenant has
exercised any option which it may have to renew this Agreement, in which event
said notice shall be submitted at least one (1) year prior to the expiration of
such renewal term. Landlord agrees to cooperate reasonably with Tenant's
compliance activities, providing such affidavits, data and other information as
may be reasonably requested by Tenant, to the extent that such data or
information is available through diligent inquiry by Landlord but not available
through diligent inquiry by Tenant. Tenant shall diligently pursue the ISRA
compliance process so that, prior to termination of its operations at the
Research Campus, Tenant shall have received a No Further Action Letter or of the
execution of its Remedial Action Workplan. If, notwithstanding Tenant's
diligence pursuant to this Section 17.02.1, the Remedial Action Workplan is not
executed before expiration or sooner termination of this Agreement, then Tenant
shall obtain a Remediation Agreement (if available in the circumstance of a
lease expiration) to enable the Remedial Action Workplan to be executed
subsequent to the expiration or sooner termination of this Agreement.
Section 17.02.2 Prior to consummating any transaction regulated by ISRA
that would affect the Demised Premises, Tenant will provide Landlord with a copy
of NJDEP's No Further Action Letter, Remedial Action Workplan, Remediation
Agreement or equivalent as is applicable. Nothing contained herein shall be
interpreted to authorize an assignment or subletting in violation of Article 12.
Section 17.02.3 Tenant acknowledges its responsibility for ISRA compliance
for the Demised Premises in the event that Tenant triggers the applicability of
ISRA because Tenant ceases operations, initiates bankruptcy proceedings,
implements a corporate reorganization within the purview of ISRA, or otherwise
terminates this Agreement.
Section 17.02.4 In the event that Landlord or any other tenant is involved
in any activity or transaction which triggers ISRA compliance for the Demised
Premises, Landlord or such other tenant shall undertake at its expense whatever
compliance activities are required. Except as otherwise provided in Section
17.07, Tenant shall, at no expense to Tenant, cooperate with Landlord's or such
other tenant's compliance activities, providing such affidavits and data as may
be reasonably requested, to the extent that such data is available through
diligent inquiry by
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Tenant, but not available through diligent inquiry by Landlord, and Landlord
shall bear all of the costs and expenses reasonably so incurred.
Section 17.03 RESPONSIBILITY FOR SITE WORK
Should Tenant or NJDEP determine that ISRA or any other environmental law
or regulation requires sampling or cleanup work to be done as a result of
Tenant's operations at the Research Campus, Tenant agrees to notify Landlord of
such determination. The costs of performing all such sampling and cleanup work
will be shared by the Landlord and Tenant as follows: Tenant shall bear the cost
of preparing and executing the initial sampling plan and obtaining NJDEP
approval thereof and the analysis of all samples taken thereunder; provided,
however, that if any new permanent installations (such as, e.g., monitoring
xxxxx or air monitoring equipment) are required, the cost of installing same
will be shared equally by Landlord and Tenant. The cost of any further sampling
and analysis required by NJDEP after its review of the initial sampling results
and the cost of developing and executing any cleanup plan required by NJDEP will
be borne in accordance with the provisions of Section 17.07. Tenant hereby
grants Landlord the option to (i) undertake any necessary sampling, analysis or
cleanup work with its own personnel, or (ii) hire contractors acceptable to
Landlord to perform the same. Tenant agrees to reimburse Landlord for Tenant's
share of any reasonable, documented costs expended in such a sampling, analysis
and/or cleanup procedure. Tenant agrees to cooperate reasonably with any
employees of Landlord designated to undertake such tasks or with any contractors
hired by Landlord to perform the same. Tenant agrees to promptly review and
execute any and all documents necessary for the environmental compliance process
which have been prepared by Landlord or its contractors and which ISRA requires
to be executed by Tenant. Any cleanup required under this Article 17 shall be to
the residential standard as defined in ISRA, unless Landlord agrees otherwise in
its sole discretion. Notwithstanding the foregoing, if the ISRA or other
environmental compliance is triggered by a sale or other disposition of the
Building by Landlord, the cost of such compliance shall be paid by Landlord,
unless and until a condition is discovered which is in whole or in part the
responsibility of Tenant hereunder.
Section 17.04 DEFAULT
Any failure to comply with any of the provisions of this Article by Tenant
shall, after notice and an opportunity to cure as provided in Article 21,
constitute a default under this Agreement and Landlord shall, after notice
provided for in Article 21, be entitled to immediate possession of the Demised
Premises, together with the right to exercise such other rights and remedies set
forth elsewhere in this Agreement with respect to events of default or such
other remedies as may be provided by law and to charge Tenant with the
reasonable costs occasioned upon Tenant's default. Tenant shall indemnify,
defend and hold Landlord harmless from and against any fines, suits, procedures,
claims, actions, costs or damages of any kind arising out of or in any way
connected with Tenant's use of hazardous substances or wastes (as defined by
ISRA) at the Demised Premises during the term of this Agreement or arising out
of Tenant's
30
failure to provide any information or make any submissions or take any other
action required of Tenant to comply with ISRA.
Section 17.05 HOLDOVER STATUS: BOND
If Tenant fails, notwithstanding diligent application, to obtain an LNA or
a No Further Action Letter or a Remedial Action Workplan for the Demised
Premises prior to the expiration of this Agreement, or if Landlord shall recover
possession of the Demised Premises as a result of Tenant being in breach of
Sections 17.01, 17.02 or 17.03 of this Agreement, then Tenant shall be deemed to
be a holdover tenant or a tenant in possession without authority, and Tenant
shall pay rent monthly at the rate of the Basic Monthly Rental of the month
prior to expiration of the term, increased by the Index, as if the term of the
Lease had been renewed under Article 41 (together with Additional Rent) until
the requisite ISRA approval has been obtained. Tenant shall continue to pursue
diligently said approval.
In addition, in the event that Tenant is a holdover tenant or a tenant in
possession without authority pursuant to this Section, Tenant shall provide
Landlord with a bond or a letter of credit, at Tenant's option (either
instrument hereinafter referred to as a "bond"), said bond to secure Landlord
and be payable to Landlord in the event that Tenant defaults in the performance
of its obligations hereunder. The amount of said bond shall be the amount
estimated, by Tenant's expert ISRA consultant, as the cost (as of the expiration
date of the Agreement) of completing ISRA compliance and the holdover Rent.
Landlord shall have a timely opportunity to provide Tenant's ISRA consultant
with information relevant to its estimate of compliance costs. Tenant shall
increase the amount of such bond if the estimated costs of ISRA compliance
increase prior to receiving NJDEP approval. Upon obtaining ISRA approval, Tenant
shall forward a copy of same to Landlord and vacate the Demised Premises. The
final installment of holdover rent shall be prorated to the date on which
Landlord receives a copy of such approval or the date on which Tenant vacates
the Demised Premises, whichever is later. Landlord shall return the original
bond to Tenant within five (5) days of Landlord's receipt of a copy of such
approval.
In the event that Tenant becomes a holdover tenant or a tenant in
possession pursuant to this Section and Tenant obtains from NJDEP its written
(i) acknowledgment that the Agreement is terminated and (ii) waiver of its
rights to void the termination of the Agreement and any subsequent leasing
transaction respecting the Demised Premises, then Tenant shall forward a copy of
same to Landlord and vacate the Demised Premises. The above-described holdover
tenancy shall thereupon terminate whether or not final ISRA approval has been
obtained, and the final installment of holdover rent shall be prorated to the
later of the date on which Landlord receives a copy of such approval or Tenant
vacates the Demised Premises. Landlord shall promptly thereafter release that
portion of the bond associated with holdover Rent.
At Landlord's option, Landlord may elect to terminate the above-described
holdover tenancy before ISRA approval is obtained. If Landlord so elects, it
shall give Tenant thirty (30) days notice of same, Tenant shall surrender the
Demised Premises on or before the
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termination date so notified, Tenant's obligation to pay holdover Rent shall be
apportioned to the date of surrender, and Landlord shall release that portion of
the bond associated with holdover Rent. Landlord may thereafter relet the
Demised Premises (although it shall be under no obligation to do so), but Tenant
shall not be relieved of its obligation to diligently pursue and obtain ISRA
compliance. In such case, Landlord shall also release, if possible, that portion
of the bond or other security not needed for environmental compliance
necessitated by Tenant.
Section 17.06 REMEDIATION AGREEMENT
If there is available from the NJDEP an Agreement consenting to
termination of this Agreement notwithstanding the fact that ISRA compliance has
not been obtained (hereinafter, a "Remediation Agreement" or "RA"), and if
Tenant fails to obtain a No Further Action Letter, Remedial Action Workplan or
the equivalent as required for the Demised Premises prior to termination of this
Agreement, whether on the expiration date or otherwise, then at its option,
Tenant may elect to obtain an RA or the equivalent as required and post a bond,
payable to the NJDEP in the event that Tenant defaults in the completion of ISRA
compliance, in the amount estimated, on the Agreement termination date, as the
cost of completing ISRA compliance. Tenant shall increase the amount of such
bond if the estimated costs of ISRA compliance increase prior to receiving NJDEP
approval. If the foregoing RA is available and is elected and provided by
Tenant, then the provisions of Section 17.05 shall be superseded. Tenant shall
promptly provide Landlord with copies of the a RA and the ISRA approval.
Section 17.07 COMPLIANCE COSTS
If, in the course of any compliance activities under this Article 17,
NJDEP identifies contamination of the environment with hazardous materials
attributable exclusively to Tenant's activities at the Demised Premises, any
further sampling, analysis or cleanup designed to remedy such contamination
including any cleanup or sampling required with respect to any Plant Facility,
the Sanitary Wastewater Treatment Facility, the Industrial Wastewater Treatment
Facility, the Switching Station, or any other facility or service generally
supporting occupants at the Research Campus, shall be performed at Tenant's cost
and expense.
If contamination is discovered which is caused by materials whose use (i)
cannot be attributed exclusively to Landlord, Tenant or any other tenant, and
(ii) cannot be demonstrated not to be attributable to Tenant, then Tenant agrees
to pay its proportionate share of the cost of any further sampling and analysis
and any cleanup work required due to said contamination, including the costs of
any cleanup or sampling required with respect to any Plant Facility, the
Sanitary Wastewater Treatment Facility, the Industrial Wastewater Treatment
Facility, the Switching Station, or any other facility or service generally
supporting occupants at the Research Campus (except that Tenant shall not be
required to pay any costs arising out of a contamination that occurred before
the commencement date or after the termination of the term of this Agreement and
the vacation of the Demised Premises by Tenant). Tenant's proportionate share of
such costs shall be the same as Tenant's percentage share of Taxes under Article
6 of this Agreement.
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Tenant shall pay costs for which it is liable under this Section to Landlord as
Additional Rent together with the rental payment next following the receipt of
Landlord's invoice for same, or within thirty (30) days of receipt of the
invoice, whichever is later.
If contamination is discovered which is caused exclusively by materials
whose use can be demonstrated not to be attributable to Tenant, any further
sampling, analysis or cleanup work shall be performed at no cost or expense to
Tenant.
ARTICLE 18
Section 18.01 USE OF HAZARDOUS MATERIALS
Tenant shall take any necessary steps to ensure that its agents,
employees, contractors or representatives at the Demised Premises abide strictly
by Landlord's Rules and Regulations Relating to the Use and Handling of
Hazardous Materials, appended as Exhibit H to this Agreement. These may be
amended from time to time by Landlord on thirty (30) days notice to Tenant,
provided that no advance notice shall be required where the amendment is
required by law. Tenant recognizes that the failure to abide by said Rules and
Regulations may have harmful repercussions on Landlord and any other tenants at
the Research Campus as well as on residents of the surrounding community.
Use of radioactive material or a radiation source and any other material
requiring special permitting or licensing is strictly prohibited without advance
notice to and written consent from Landlord. Such notice shall be accompanied by
Tenant's demonstration that Tenant can obtain any necessary permits governing
the use and disposal of such materials and that Tenant has made adequate
arrangements to use such materials safely at the Demised Premises and to dispose
of same in accordance with law.
Tenant is expressly prohibited from bringing onto the Research Campus or
into the Building any equipment containing polychlorinated biphenyls ("PCBs")
or asbestos in a form that presents a health hazard.
Section 18.02 CHEMICAL STOCKROOM
Tenant requires the presence of certain hazardous substances, as the same
are defined under ISRA, for its operations at the Demised Premises. In order to
provide for the orderly administration of permits, unified attention to safety
and to provide for proper storage of such materials, Tenant agrees to establish
its own Chemical Stockroom and to order any hazardous substances necessary for
its operations through its Chemical Stockroom. Tenant further agrees that it
shall maintain a complete and accurate current accounting of any and all
hazardous substances ordered by it and stored in the Chemical Stockroom, which
accounting shall be continuously maintained and updated. Tenant shall provide
Landlord with a copy of its current accounting at frequent, periodic intervals
and, upon Landlord's request, shall provide to Landlord a copy of the Material
Safety Data Sheet ("MSDS") for any substance on the
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accounting. This paragraph is intended to cover all hazardous substances used in
the laboratory operations or for laboratory cleanup at the Demised Premises.
This paragraph is not intended to cover any hazardous substances involved in
Tenant's office use or in the routine maintenance of the non-laboratory portion
of the Demised Premises.
Section 18.03 STORAGE OF HAZARDOUS SUBSTANCES
No hazardous substances or wastes may be stored anywhere on the Research
Campus, other than in laboratories, or areas specially designated for such
purposes. No hazardous substances for use by any of Tenant's agents, servants,
or employees in the Demised Premises may be brought into the Demised Premises
unless indicated on the accounting maintained in accordance with Section 18.02.
Normal office and cleaning supplies shall be excepted from this requirement.
Except for canisters of specialty gases, flammable substances (not wastes)
stored in the service corridor cabinets for flammables awaiting use, and
properly packaged and tagged hazardous wastes awaiting transportation to
Tenant's hazardous waste storage area, hazardous substances and wastes may not
be stored in the service corridors.
ARTICLE 19
Section 19.01 DISPOSAL OF HAZARDOUS MATERIALS
Tenant shall be permitted to dispose of small amounts of certain used
laboratory materials down the laboratory sinks in the Demised Premises. Such
disposal must conform strictly to Landlord's Instructions for Potentially
Problematic Discharges to AWTP appended as Exhibit I to this Agreement. These
may be amended from time to time by Landlord on thirty (30) days notice to
Tenant, provided that no advance notice shall be required where the amendment is
required by law. Landlord may monitor the effluent from laboratory sinks and if
prohibited materials are discovered in the effluent, Landlord will immediately
notify Tenant to discontinue such discharges. Tenant shall immediately take
steps to locate the source of any such discharge, and if due to Tenant's
activities, take any measures necessary to terminate the same. Tenant shall pay
any costs arising in connection with any repair of the industrial wastewater
treatment facility or any other remediation which must be conducted as a result
of such a prohibited discharge.
Tenant shall and hereby does indemnify and hold Landlord harmless from and
against any and all third party claims, liability, damages (including remote
damages), penalties, fees or other costs incurred by third parties and arising,
directly or indirectly, from any prohibited discharge or other improper disposal
of hazardous materials by Tenant, its employees, agents or invitees, at or from
the Demised Premises. This agreement of indemnification shall include, without
limitation, (i) indemnification against any and all costs, charges, claims,
liability or damages arising out of an improper discharge of hazardous
substances or materials to the industrial wastewater treatment facility which
causes or creates a claim or claims, liability, damages or other costs arising
out of damage to Landlord, other tenants or any other person or property
downstream of the industrial wastewater treatment facility, (ii) any and all
damage
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arising out of an improper discharge of hazardous substances or materials which
causes damage to the industrial wastewater treatment facility, and (iii)
liability for penalties or fees assessed by any governmental agency for
exceeding the permitted discharge limitations. In the event Tenant causes damage
to the industrial wastewater treatment facility, this agreement of
indemnification shall extend not only to the cost of repair of such facility but
also to any increased costs incurred by Landlord and other tenants for alternate
industrial wastewater treating pending repair, in each case to the extent
attributable, directly or indirectly, to Tenant's prohibited discharge or other
improper disposal of hazardous substances or materials.
Landlord represents that it has or shall obtain from each tenant in the
laboratory or pilot wings of the Building an agreement of indemnification
respecting prohibited discharges of hazardous substances or materials to the
industrial wastewater treatment facility that is similar in substance to the
foregoing paragraph.
Section 19.02 HAZARDOUS WASTE STORAGE
Materials not permitted to be disposed of in laboratory sinks, or wastes
in excess of the quantities permitted to be so discharged, shall be collected
and packaged by Tenant in accordance with Federal, State and local regulations,
delivered by Tenant to and stored in that area of the Demised Premises
designated by Tenant for hazardous waste storage. Tenant shall maintain the
designated area in accordance with Federal, State and local regulations. Tenant
shall alert Landlord to the storage of any waste that poses additional safety
concerns, either to persons or to the Property, generally.
Section 19.03 OFF-SITE DISPOSAL
Tenant shall maintain its own generator permit if so required by law and
shall hire licensed contractors to appropriately dispose of any hazardous waste
generated at the Demised Premises which may not be disposed of down laboratory
sink drains. Tenant shall also hire licensed contractors to dispose of other
regulated wastes, including but not limited to medical wastes. Landlord shall
have no responsibility or obligation with respect to any of the hazardous or
regulated wastes that are generated by Tenant which may not be disposed of down
laboratory sink drains. Each party shall indemnify and hold the other harmless
from and against any claim, cost, liability or damages on account of any such
hazardous or regulated wastes generated by the indemnifying party. Landlord
represents that it has or shall obtain from each tenant in the laboratory or
pilot wings of the Building an agreement of indemnification respecting disposal
of hazardous or regulated wastes generated by each such tenant.
ARTICLE 20
Section 20.01 EMERGENCY CONTROL FORCE
Tenant shall solicit volunteers and inform Landlord of the individuals,
including where available members of Tenant's staff functioning as an Industrial
Hygienist, Safety Officer,
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and appropriate medical personnel, who will participate in the Emergency Control
Force for the Research Campus. Such persons will be trained by Landlord and will
assemble to address an emergency in any part of the Research Campus in response
to a signal to be given by Landlord. Tenant acknowledges and agrees that
Landlord's employees and employees or representatives of other tenants at the
Research Campus may also be a part of the Emergency Control Force. None of these
personnel will be held liable by Landlord or Tenant for any actions taken in
responding to an emergency at the Demised Premises; further, Landlord and Tenant
shall each indemnify and hold the other and its agents or employees harmless
from and against any and all claims arising out of any act or omission,
including negligence, of the members of the Emergency Control Force and
Landlord's Emergency Medical Technicians which may occur while carrying out
their duties in responding to an emergency in the Demised Premises or on the
Research Campus.
Simultaneous with execution of this Agreement, Tenant shall execute an
Agreement of Cross-Indemnification in the form annexed hereto as Exhibit J.
Landlord represents that each existing and subsequent tenant in the Building
shall be required to execute, or has executed, a like Agreement of
Cross-Indemnification, and Landlord shall show Tenant the original Agreement,
bearing each required signature, within ten (10) days of execution of any new
lease agreement for space in the Building. If any tenant already in the Building
declines to execute an Agreement of Cross-Indemnification, then Tenant's
employees who participate in the Emergency Control Force shall not be required
to render emergency assistance in the premises leased by such non-signatory
tenant, nor to employees, agents or invitees of such non-signatory tenant,
wherever the emergency occurs. Landlord agrees to make reasonable efforts to
enforce the provisions of this Section uniformly among all tenants of laboratory
space.
Section 20.02 TENANT RESPONSIBILITIES
Tenant shall report to Landlord any and all conditions or occurrences
within the Demised Premises which may affect portions of the Research Campus
outside the Demised Premises, including any conditions which may affect the
Building, building services, including HVAC, potable and non-potable water,
sanitary wastewater, industrial wastewater disposal and any other services
provided by Landlord. Upon the occurrence of an event which has the potential to
cause harm to persons or building systems, Tenant will notify Landlord, and if
harm is imminent, shall take any steps necessary to notify the Emergency Control
Force and shall permit said Emergency Control Force to have access to the
Demised Premises and provide the Emergency Control Force with any and all
information relating to the materials and circumstances involved in the
emergency occurrence so that the Emergency Control Force will have adequate
information with which to make an appropriate response.
Section 20.03 SAFETY
Tenant will instruct its employees in safety measures and procedures
appended as Exhibits H, I, and K, and in the reporting of emergencies to
Landlord, and will undertake the supervision necessary to see that such measures
and procedures are carried out. Tenant shall be
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responsible for instructing its employees, licensees, and visitors that, in the
event of an emergency at the Demised Premises, all persons are to follow the
instructions of the members of the Emergency Control Force.
ARTICLE 21
Section 2l.0l DEFAULT
If Tenant defaults in the payment of Basic Monthly Rental, or Additional
Rent, or defaults in the performance of any of the other covenants or conditions
hereof, Landlord may give Tenant notice of such default and, if Tenant does not
cure any default in the payment of Basic Monthly Rental or Additional Rent
within five (5) business days after giving of such notice, or if Tenant does not
cure any other default within ten (10) business days after the giving of such
notice (or if such other default is of such a nature that it cannot be
completely cured within such period, if Tenant does not commence such cure
within such ten (10) business day period and thereafter proceed with reasonable
diligence and in good faith to cure such default), then Landlord may terminate
this Agreement on not less than three (3) business days notice to Tenant. On the
date specified in said notice, Tenant's right to possession of the Demised
Premises shall cease and Tenant shall then quit and surrender the Demised
Premises to Landlord, but Tenant shall remain liable as hereinafter provided. If
this Agreement shall have been so terminated by Landlord, Landlord may, at any
time thereafter, resume possession of the Demised Premises by any lawful means
and remove Tenant or other occupants and their effects. If this Agreement is
terminated in accordance with this Article, Tenant shall comply with the
provisions of Article 17 above, with respect to the requirements set forth in
Section 17.05 for posting a bond and the payment of holdover rent.
ARTICLE 22
Section 22.01 DEFICIENCY
In any case where Landlord has recovered possession of the Demised
Premises by reason of Tenant's default, Landlord may, at Landlord's option,
occupy the Demised Premises or cause the Demised Premises to be reasonably
redecorated, altered, divided, consolidated with other adjoining premises, or
otherwise changed or prepared for reletting, and may relet the Demised Premises
or any part thereof as agent of Tenant or otherwise, for a term or terms to
expire prior to, at the same time as, or subsequent to the original expiration
date of this Agreement, at Landlord's option, and receive the rent therefor.
Rent so received shall be applied first to the payment of such reasonable
expenses as Landlord may have incurred in connection with the recovery of
possession, repairing, the removal of pre-agreed items, and the reletting,
including reasonable brokerage and reasonable attorney's fees, and then to the
payment of damages in amounts equal to the Basic Monthly Rent hereunder and to
the costs and expenses of performance of the other covenants of Tenant as herein
provided. Tenant agrees, in any such case, whether or not Landlord has relet, to
pay damages to the Landlord (i) equal to the Basic Monthly Rental, less the net
proceeds of the reletting, if any, as ascertained from time to time,
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and the same shall be payable by Tenant on the rent days above specified or (ii)
pursuant to Section 22.05. Tenant shall not be entitled to any surplus occurring
as a result of any such reletting. In reletting the Demised Premises, Landlord
may grant reasonable rent concessions and Tenant shall not be credited
therewith. No such reletting shall constitute a surrender and acceptance or be
deemed evidence thereof.
Following Landlord's recovery of possession by reason of Tenant's default,
if Landlord elects pursuant to this Article actually to occupy and use the
Demised Premises or any part thereof for its use during any part of the balance
of the term as originally fixed or since extended, Tenant shall not be liable to
Landlord for any items of Additional Rent for the period of Landlord's occupancy
and attributable to that part of the Demised Premises so occupied, and there
shall be allowed against Tenant's obligation for Base Rent or damage as herein
defined, during the period of Landlord's occupancy, the reasonable value of such
occupancy, not to exceed in any event the Basic Monthly Rental herein reserved
and such occupancy shall not be construed as a release of Tenant's liability
hereunder.
Section 22.02 NON-WAIVER
A receipt by Landlord of Rent or any payment of Additional Rent with
knowledge of the breach of any covenant contained in this Agreement shall not be
deemed a waiver of such breach, and shall not be deemed to have been waived
unless expressed in writing and signed by Landlord. Landlord shall be entitled,
to the extent permitted by applicable law, to injunctive relief in case of the
violation, or attempted or threatened violation, of any covenant, agreement,
condition or provision of this Agreement or to a decree compelling performance
of any covenant, agreement, condition or provision of this Agreement, or to any
other remedy allowed Landlord by law.
Section 22.03 DIVISIBLE CONTRACT
For the purposes of any suit brought by Landlord, this Agreement shall be
construed to be a divisible contract, to the end that successive actions may be
maintained on this Agreement as successive periodic sums mature hereunder.
Section 22.04 ACCELERATION
Upon termination of this Lease, Landlord shall have the right to declare
the entire remaining unpaid Basic Monthly Rental for the full balance of the
lease term to be immediately due and payable. Such declaration of acceleration
shall be made by notice given by Landlord to Tenant in accordance with the
notice provisions of this Agreement. Upon notice of declaration of acceleration,
Tenant shall immediately pay to Landlord, without further demand or notice, an
amount equal to the sum of the entire remaining unpaid Basic Monthly Rental
provided in Article 5 of this Agreement for the remaining term, discounted to
present worth as of the date of Landlord's notice. Landlord shall have the right
to dispossess Tenant and reenter and take possession of the Demised Premises if
Tenant has vacated or abandoned the Demised Premises
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or if Landlord is dispossessing and evicting Tenant for the purpose of
ultimately reducing Tenant's liabilities under this Agreement. Landlord may
declare an acceleration as provided in this Section only after the termination
of this Agreement.
Section 22.05 NO RIGHT OF REDEMPTION
Tenant hereby waives all right of redemption to which Tenant or any person
claiming under Tenant might be entitled by any law now or hereafter in force.
ARTICLE 23
Section 23.0l ARBITRATION
Except for the right of Landlord to bring an action for possession of the
Demised Premises and an action for Rent and other damages upon a default by
Tenant under this Agreement, any controversy or claim arising out of or
relating to this Agreement or the breach thereof, shall be settled by
arbitration in the Somerset County, New Jersey office of the American
Arbitration Association, and in accordance with the Rules of the American
Arbitration Association for commercial arbitration; provided, however, that the
parties shall choose a panel of three (3) arbitrators who shall be experienced
in the field of expertise which is the subject matter of the arbitration.
Judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof.
ARTICLE 24
Section 24.01 NOTICES
All notices and demands which are required or permitted to be given by
either party to the other under this Agreement shall be written and shall be
delivered personally or by overnight courier service, or sent by certified or
registered mail, postage prepaid, return receipt requested, with proof of
mailing obtained from the Post Office, addressed in the case of Tenant to its
offices at 0000 Xxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, or to such
other place as Tenant may from time to time designate by written notice, and in
the case of Landlord to Landlord at Xxxxxxx Xxxxxxxx, Xxxxx 00 Xxxx, Xxxxxxxxx,
Xxx Xxxxxx 00000, ATTN: Facilities and Services Coordinator, or to such other
place as Landlord may from time to time designate by written notice. Such
notices shall be conclusively deemed to have been given upon receipt or
rejection.
ARTICLE 25
Section 25.01 ACCESS AND RIGHT OF INSPECTION
Tenant shall have access to the Research Campus, the Building and the
Demised Premises 24-hours per day, every day. Access to LG-l is to be secured by
a limited card key and door key access system. Installation is to be
substantially completed by Landlord, at Landlord's
39
expense, no later than the date of commencement of the Term of this Agreement.
The performance of Tenant's obligations hereunder shall not be excused pending
complete installation of the access systems. Tenant's employees resident at the
Demised Premises shall be furnished with card keys (and keys, as appropriate),
which must be surrendered to Landlord upon the expiration or other termination
of this Agreement. Further, card keys and keys furnished to employees of Tenant
who cease to be resident at the Demised Premises prior to expiration or other
termination of the Agreement (by reason of transfer, retirement, etc.) must be
surrendered immediately to Landlord.
Landlord shall have the right upon notice reasonable under the
circumstances to enter the Demised Premises (a) to inspect them, (b) to supply
any services provided to Tenant, including emergency services, (c) to show the
Demised Premises to prospective purchasers, lenders or tenants, except that the
Demised Premises may only be shown to prospective tenants during the final
twelve (12) months of the initial term of this Agreement if Tenant has not
renewed, or of any renewal term, (d) to post notices of non-responsibility, (e)
to alter, improve or repair the Demised Premises and any portion of the
Building, (f) to observe Tenant's compliance in the Demised Premises with
Governmental laws, rules, and regulations including but not limited to the
environmental statutes listed in Article 8 above and to observe Tenant's
compliance with environmental safety and industrial hygiene practices as well as
the Rules and Regulations and Instructions annexed hereto as Exhibits H, I and K
and all provisions of this Agreement, and (g) to erect scaffolding and other
necessary structures where required by the work to be performed - all without
any reduction in Basic Monthly Rental or Additional Rent.
Notwithstanding the foregoing, access to Tenant's Clean Rooms shall
strictly accord with mutually-agreeable procedures to be established by Landlord
and Tenant to assure that the integrity of the Clean Rooms is not compromised.
These procedures may include, but will not be limited to, restrictions on the
number of entrants, the use of gowns, and the presence of a Tenant
representative. The procedures shall also address access under emergency
circumstances.
Tenant acknowledges that access to the Level 0 and penthouse mechanical
spaces shall not require notice. Landlord's entry for the foregoing purposes
shall not be deemed an injury to or interference with Tenant's business or quiet
enjoyment of the Demised Premises. Landlord shall use its reasonable efforts to
minimize any disruption to Tenant occasioned by Landlord's entries and work
performed hereunder by Landlord.
Any and all door locks shall be on Landlord's site systems and Landlord
shall at all times have keys to unlock all of the doors in and about the Demised
Premises. Landlord shall have the right to use any means reasonably necessary
and proper to open said doors in an emergency without liability to Tenant for
any damage resulting therefrom, and any such entry to the Demised Premises shall
not under any circumstances be construed or deemed a detainer of the Demised
Premises or an eviction of Tenant from any portion of the Demised Premises.
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All of Landlord's entries into the Demised Premises shall be made by an
Industrial Hygienist, Safety Engineer, Shift Superintendent, Facilities and
Services Coordinator, members of Emergency Control Force, maintenance personnel,
security personnel or other appropriate employees whom Landlord shall designate
to Tenant in advance of such entry.
ARTICLE 26
Section 26.0l PERFORMANCE OF COVENANTS
Except as otherwise expressly provided in this Lease, all covenants and
agreements to be kept or performed by Tenant under the terms of this Agreement
shall be performed by Tenant at Tenant's sole cost and expense and without any
reduction of Rent. If Tenant shall be in default in its obligations under this
Agreement to pay any sum of money other than Rent or to perform any other act
hereunder, and if such default is not cured within the applicable grace period
provided in Article 21 above, Landlord may, but shall not be obligated to, make
any such payment or perform any such act on Tenant's part without waiving its
rights based upon any default of Tenant and without releasing Tenant from any
obligation hereunder. All sums so paid by Landlord and all incidental costs,
together with interest thereon at a rate equal to the lesser of (i) two percent
(2%) over the prime rate charged by Chase Manhattan Bank, N.A. or (ii) the
maximum rate of interest permissible by law from the date of such payment or the
incurring of such cost by Landlord, whichever occurs first, shall be paid to
Landlord on demand. In the event of nonpayment by Tenant, Landlord shall have,
in addition to any other rights or remedies hereunder, the same rights and
remedies as in the case of default by Tenant for nonpayment of Rent.
ARTICLE 27
Section 27.01 RULES AND REGULATIONS
Tenant shall faithfully comply with the "Building Rules and Regulations"
appended as Exhibit K to this Agreement. These may be amended from time to time
by Landlord on thirty (30) days notice to Tenant, provided that no advance
notice shall be required where the amendment is required by law. Landlord shall
not amend the Building Rules and Regulations in a way that would materially
impair Tenant's ability to use the Demised Premises as contemplated under this
Agreement or in a discriminatory manner. Landlord shall not be responsible for
the non-performance by any other tenant or occupant of the Building of any of
said Rules and Regulations. Said Rules and Regulations shall be applied
uniformly and Landlord's enforcement of them against Tenant shall not be
punitive or excessively harsh as compared with its enforcement against other
tenants in the Building.
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ARTICLE 28
Section 28.01 MORTGAGEE RIGHT TO CURE
Tenant agrees to give any mortgagee by notice as provided in Article 24, a
copy of any notice of default served upon Landlord by Tenant, provided that
prior to such notice, Tenant has been notified, in writing (by way of Notice of
Assignment of Rents and Leases, or otherwise) of the address of such mortgagee.
Tenant further agrees that the mortgagee shall have the time provided for in
this Agreement to cure such default, or, if such default cannot be cured within
that time, then such additional time as may be necessary. If within the initial
period for cure any such mortgagee has commenced and is diligently pursuing the
remedies necessary to cure such default (including but not limited to
commencement of foreclosure proceedings, if necessary to effect such cure), then
in that event this Agreement shall not be terminated while such remedies are
being so diligently pursued; provided, however, that, if during such period
essential repairs are not being made which materially affect the habitability of
the Demised Premises, Tenant, upon notice to such mortgagee, may make the
repairs and offset the reasonable cost thereof against Rent. Notwithstanding the
foregoing, Tenant shall have the right to terminate this Agreement if (i)
Tenant's use of the Demised Premises for the purposes specified hereunder is
materially affected by the default, and (ii) cure by mortgagee is projected to
require or does in fact require more than six (6) months from the date when
mortgagee received notice of the default. Nothing contained herein shall be
interpreted to place any obligation upon any mortgagee.
ARTICLE 29
Section 29.01 ABANDONMENT OF PROPERTY
At the expiration of this Agreement or its sooner termination, and
following fifteen (15) days' notice to Tenant of any personal property belonging
to Tenant that is left in the Demised Premises, Landlord may store such personal
property in a public warehouse or elsewhere at the sole cost and for the account
of Tenant. If Landlord does not elect to store any or all of Tenant's property
left in the Demised Premises, Landlord may consider such property to be
abandoned by Tenant and Landlord may thereupon dispose of such property in any
manner deemed appropriate by Landlord. Any proceeds realized by Landlord on the
disposal of such property shall first be applied against Landlord's costs
incurred in disposing of such property and the balance, if any, shall be
credited against Tenant's outstanding obligations to Landlord under this
Agreement.
ARTICLE 30
Section 30.0l HOLDOVER TENANCY
Except as provided in Section 17.05, if Tenant holds possession of the
Demised Premises after the term of this Agreement, Tenant shall become a tenant
from month to month,
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subject to all of the provisions of this Agreement, but at a Basic Monthly
Rental of one hundred fifty percent (150%) of the Basic Monthly Rental for the
last month of the term or any renewal term, payable in advance on or before the
first day of each month, and such tenancy shall continue until terminated by
either party on thirty (30) days' written notice.
ARTICLE 31
Section 3l.01 SUBORDINATION
This Agreement is subject to the Main Lease. Upon execution of this
Agreement, Landlord shall furnish Tenant with a Non-Disturbance Agreement in the
form annexed as Exhibit L, duly executed by OverLandlord. This Agreement shall
be subject and subordinate to all ground or underlying leases which may
hereafter affect all or any part of the Property of which the Research Campus
forms a part, to all mortgages which may hereafter affect such leases or such
Property, and to all renewals, modifications, replacements and extensions
thereof, provided that the holder of each such superior interest shall furnish
Tenant with a Non-Disturbance Agreement reasonably satisfactory to said holder
and Tenant. Said Non-Disturbance Agreement shall obligate the holder of the
superior interest (i) not to disturb Tenant's occupancy so long as Tenant
performs its obligations under this Agreement, (ii) not unreasonably to withhold
or delay any consent or approval required to be obtained from such holder by
Tenant (except as to Section 12.01), and (iii) to honor all of the Tenant's
rights and all of the Landlord's obligations under this Agreement, on condition
that Tenant, when requested by the holder, shall execute an attornment agreement
to the holder should the holder succeed to the rights of Landlord under this
Agreement. The provisions of this Article shall be self-operative and no further
instrument of subordination shall be required. In confirmation of such
subordination, Tenant shall promptly execute and deliver at its own cost and
expense any instrument, in recordable form if required, that Landlord, the
OverLandlord, or the holder of any superior mortgage or any of their respective
successors-in-interest may request to evidence such subordination. Landlord
represents that as of the commencement date of this Agreement, the OverLandlord
and Landlord are the sole entities with superior interests to Tenant in the
Demised Premises.
Section 3l.02 ATTORNMENT
In the event that any ground lease or underlying lease terminates for any
reason, or any mortgage or deed of trust is foreclosed, or a conveyance in lieu
of foreclosure is made for any reason, Tenant shall, notwithstanding any
subordination, attorn to and become the Tenant of the successor-in-interest to
Landlord, at the option of such successor-in-interest, on the terms and
conditions of this Lease.
Section 31.03 AGREEMENT AMENDMENTS
If, in connection with the financing or further construction at the
Research Campus or the Property, a lender or successor-in-interest to the
OverLandlord requests reasonable modifications to this Agreement, Tenant shall
not unreasonably withhold, delay or
43
defer making such modifications, provided that such modifications do not affect
the Rent, the term of this Lease (as described in Articles 2 and 41), the size
of the Demised Premises (as described in Article 1) or otherwise materially
increase Tenant's obligations under this Lease or reduce the rights or benefits
available to Tenant under this Lease.
ARTICLE 32
Section 32.01 LANDLORD'S LIABILITY
Landlord may assign its interest in the Main Lease or this Agreement to
others. In the event that Landlord sells or assigns its interest in the Main
Lease, this Agreement, the Property, the Research Campus, the Building or any
part thereof containing or affecting the Demised Premises, Landlord shall, to
the extent of such assignment, be released from any liability arising thereafter
based upon any of the terms, covenants or conditions, expressed or implied,
which are contained in this Agreement, provided that any assignee of this
Agreement shall agree to be bound by all of the terms and conditions hereof. In
such event, Tenant agrees to look solely to Landlord's successor-in-interest for
any liability under this Agreement thereafter arising.
Section 32.02 PERSONAL LIABILITY OF LANDLORD
It is specifically understood and agreed that notwithstanding anything to
the contrary herein provided or otherwise provided at law or in equity, Landlord
shall have absolutely no personal liability in excess of its interest in the
Research Campus and Building nor shall any successor-in-interest thereto have
any personal liability in excess thereof with respect to any of the terms,
covenants or conditions of this Agreement. In the event of a breach or default
by Landlord, or any successor-in-interest thereof, of any of its obligations
under this Agreement, Tenant shall look solely to the then Landlord or such
successor-in-interest for each and every remedy of Tenant.
ARTICLE 33
Section 33.01 ESTOPPEL CERTIFICATE
Within ten (10) days following any written request which either party may
make from time to time, the other party shall execute and deliver a statement
certifying: (a) the date of commencement of this Agreement; (b) the fact that
this Agreement is unmodified and in full force and effect (or, if there have
been modifications hereto, that this Agreement is in full force and effect, as
modified, and stating the date and nature of such modifications); (c) the date
to which the Basic Monthly Rental, Additional Rent and other sums payable under
this Agreement have been paid; (d) the fact that there are no current defaults
under this Agreement by either Landlord or Tenant, except as specified in the
statement; and (e) such other matters as may be reasonably requested. Landlord
and Tenant intend that any statement delivered pursuant to this Article may be
relied upon by the Over-Landlord, any mortgagee, beneficiary, purchaser or
44
prospective purchaser of the Property, the Research Campus, the Building or any
interest therein. Tenant will provide said estoppel certificate in favor of the
Landlord, the OverLandlord or any mortgagee, as may be requested from time to
time by Landlord.
ARTICLE 34
Section 34.0l QUIET ENJOYMENT
Landlord covenants that if, and so long as, Tenant pays the Basic Monthly
Rental and Additional Rent as herein provided, and keeps, observes and performs
each and every term of this Agreement on Tenant's part to be kept, observed and
performed, Landlord shall do nothing to affect Tenant's right to peaceably and
quietly have, hold and enjoy the Demised Premises for the term herein mentioned,
subject to the provisions of this Agreement and the Main Lease and to the
provisions of any superior mortgage and/or ground leases, none of which
provisions are inconsistent with the terms hereof.
ARTICLE 35
Section 35.0l NO WAIVER
If either Landlord or Tenant waives the performance of any term, covenant
or condition contained in this Agreement, such waiver shall not be deemed to be
a waiver of the term, covenant or condition itself or a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein.
Furthermore, the acceptance of Rent by Landlord shall not constitute a waiver of
any preceding breach by Tenant of any of the terms, covenants or conditions of
this Agreement, regardless of Landlord's knowledge of such preceding breach at
the time Landlord accepted such rent. Failure by Landlord to enforce any of the
terms, covenants or conditions of this Agreement for any length of time shall
not be deemed to waive or to decrease the right of Landlord to insist thereafter
upon performance by Tenant. Waiver by Landlord of any term, covenant or
condition contained in this Agreement may only be made by a written instrument
signed by Landlord.
ARTICLE 36
Section 36.0l LATE CHARGES
In any calendar year, Tenant shall be entitled once to receive twenty-four
(24) hours' notice before Landlord may assess a late charge on any installment
of Basic Monthly Rent, Additional Rent or payments for Optional Services due
hereunder. If said notice period has elapsed, or if such notice has already been
given and notice is no longer required for the balance of such calendar year,
then Tenant shall pay Landlord a late charge of three percent (3%) of any
installment of Basic Monthly Rental, Additional Rent or payments for Optional
Services due hereunder which is paid more than five (5) business days after the
due date thereof. Basic
45
Monthly Rent, Additional Rent and payments for Optional Services are not late if
paid within five (5) business days of their due date.
ARTICLE 37
Section 37.01 SURRENDER OF PREMISES
Upon the expiration or other termination of the term of this Agreement,
Tenant shall quit and surrender the Demised Premises to Landlord, broom clean,
in good safe order and condition, ordinary wear and tear excepted, and Tenant
shall remove all of its property as herein provided. Tenant's obligation to
observe or perform this covenant shall survive the expiration or other
termination of this Agreement. If Tenant becomes a holdover tenant pursuant to
Section 17.05, then Tenant shall not be deemed to have surrendered the Demised
Premises until Tenant has obtained any necessary ISRA approval.
ARTICLE 38
Section 38.01 BROKERAGE
Tenant covenants, warrants and represents that no broker except Xxxxxx,
Xxxxx & Xxxxxxxxx Inc. (KD&W) and Xxxxxxx & Wakefield of New Jersey, Inc.
("C&W", and with KD&W, the "Brokers") introduced Tenant to the Property or was
instrumental in bringing about or consummating this lease and that Tenant had no
conversations or negotiations with any broker except the Brokers concerning the
leasing of the Premises. Tenant agrees to indemnify and hold Landlord harmless
against and from any claims for any brokerage commissions and all costs,
expenses and liabilities in connection therewith, including, without limitation,
reasonable attorneys' fees and expenses, arising out of any conversations or
negotiations had by Tenant with any broker other than the Brokers. Landlord
shall pay the brokerage commission due C&W as per a separate agreement between
Landlord and C&W; and C&W shall pay a commission to KD&W in accordance with a
separate agreement between C&W and KD&W.
Landlord warrants and represents that Landlord had no conversations or
negotiations with any broker except the Brokers concerning the leasing of the
Premises to Tenant, and Landlord agrees to indemnify and hold harmless Tenant
against and from any claims for any brokerage commissions and all costs,
expenses and liabilities in connection therewith, including, without limitation,
reasonable attorneys' fees and expenses, arising out of any conversations or
negotiations had by Landlord with any broker other than Brokers concerning the
leasing of the Premises to Tenant.
46
ARTICLE 39
Section 39.0l RECORDATION
Neither this Agreement nor any memorandum thereof shall be recorded in the
Office of the Clerk of Hunterdon County.
ARTICLE 40
Section 40.01 FORCE MAJEURE
Any obligations, responsibilities, covenants, or agreements of either party
as contained herein (except for obligations to pay money) shall be suspended if
and during any delay or interruption brought about by Force Majeure. "Force
Majeure" shall mean and include those situations beyond the affected party's
control, including by way of example, but not limited to, acts of God,
accidents, repairs, strikes, shortages of labor, supplies or materials,
inclement weather, rules or regulations of any federal, state, municipal or
other governmental agency, or where applicable, the passage of time while
waiting for an adjustment of insurance proceeds. The time of such delay or
interruption shall not be counted against the affected party, anything in this
Agreement notwithstanding.
ARTICLE 41
Section 41.01 RENEWAL OPTIONS
Provided that Tenant is not in default under any of the terms and
conditions of this Agreement beyond the periods for notice and cure pursuant to
Article 21 hereof; Tenant shall have the option to renew this Agreement for an
additional term of five (5) years, upon the same terms and conditions contained
in this Agreement, except (i) there shall be only one further renewal option,
and (ii) the Base Rent shall be recalculated using fifty percent (50%) of the
Index identified in Section 6.03 above. The renewal rent for each year of the
first renewal term shall be the equivalent of $26.50 per square foot of net
rentable space, adjusted upward (or downward as the case may be) by fifty
percent (50%) of the percentage change in the Index from December 2, 1996 to the
commencement date of the first renewal term.
If the renewal option is exercised by Tenant, the first renewal term shall
commence on December 3, 2001 and expire on December 3, 2006. In order to
exercise the renewal option, Tenant must give Landlord notice of its intention
to renew at least eighteen (18) months prior to the expiration date of the
initial term. Time shall be of the essence with respect to the exercise of the
renewal option.
Provided that Tenant is not in default under any terms and conditions of
this Agreement beyond the periods for notice and cure pursuant to Article 21
hereof; Tenant shall have a further option to renew this Agreement for an
additional term of five (5) years, upon the same terms and conditions contained
in this Agreement, except (i) there shall be no further
47
renewal option, and (ii) the Base Rent shall be recalculated using one hundred
percent (100%)of the Index identified in Section 6.03, above. The renewal rent
for each year of the second renewal term shall be the equivalent of the Base
Rent per square foot for the first renewal term, adjusted upward (or downward as
the case may be) by one hundred percent (100%) of the percentage change in the
Index from December 3, 2006 to the commencement date of the second renewal term.
If the second renewal option is exercised by Tenant, the second renewal
term shall commence on December 4, 2006 and expire on December 4, 2011. In order
to exercise the second renewal option, Tenant must have validly exercised the
first renewal option and must thereafter give Landlord notice of its intention
to renew at least eighteen (18) months prior to the expiration date of the first
renewal term. Time shall be of the essence with respect to the exercise of the
renewal option.
ARTICLE 42
Section 42.01 PARKING
Tenant, as part of the Demised Premises, will have made available to it
sufficient outdoor parking spaces to accommodate the vehicles of Tenant's
employees and visitors and two (2) indoor parking spaces. If in the future
Landlord gives more than 200 reserved parking spaces to a tenant or tenants of
the Building, Landlord shall make available to Tenant on comparable terms and in
comparable location. Tenant's share of reserved parking spaces, based on the
ratio of the square footage of the Demised Premises to the square footage of the
tenants to whom the reserved spaces were granted.
ARTICLE 43
Section 43.0l SIGNS
Tenant shall be permitted to have an exterior sign located at the entrance
to the Property at Route 22 and an interior sign at its entrance from the Common
Areas to LG-1. The location, size and type of each sign shall be subject to
Landlord approval, which approval will not be unreasonably withheld or delayed,
and shall further be subject to governmental regulations. Costs for this signage
shall be borne by Tenant. The signs shall conform with standards for such signs
as set forth in the land development ordinances and zoning ordinance of Clinton
Township, and any other governmental regulations and shall be consistent with
uniform signing and design throughout the Research Campus. The consent of the
Landlord shall be required prior to making any application for a sign permit,
and the Landlord may, in its sole discretion, impose reasonable conditions
relative to such consent.
Landlord shall provide and locate suitable identification and directional
signs at appropriate locations within the Research Campus.
48
ARTICLE 44
Section 44.01 PERMITS AND APPROVALS
Wherever in this Agreement it is required that Tenant obtain any
governmental permit or approval respecting its use or occupancy of the Demised
Premises, Tenant shall give thirty (30) days notice (or such shorter period as
shall be reasonable under the circumstances) to Landlord of its intent to apply
for such permit or approval. Landlord may within said thirty (30) day (or
shorter) period determine at its option that it will obtain said permit or
approval and, in that event, Landlord shall give notice to Tenant of Landlord's
desire to apply for such permit or approval on Tenant's behalf, in which event
Landlord shall obtain the permit or approval in Tenant's name and for Tenant's
use, at Landlord's sole cost and expense. If Landlord determines not to apply
for such permit, Tenant shall, nonetheless, allow and afford Landlord the
opportunity to review the application and to participate in making such
application.
Upon Landlord's request, Tenant shall promptly furnish Landlord with
complete copies of any permits or approvals (including, without limitation,
environmental permits) it has obtained from any governmental body or agency
pertaining to Tenant's use or occupancy of the Premises, together with such
supporting documentation as is reasonably necessary to appreciate the nature and
substance of the permit.
Notwithstanding the foregoing provisions of this Section, Tenant shall not
be required to (i) allow Landlord to obtain on Tenant's behalf any establishment
permit covering the Demised Premises that must be obtained by Tenant and in
Tenant's name from the Food and Drug Administration ("FDA") and (ii) disclose to
Landlord any confidential information.
ARTICLE 45
Section 45.01 CONSTRUCTION OF TERMS
The words "Landlord" and "Tenant" as used herein shall include the plural
as well as the singular. Words used in masculine gender include the feminine and
neuter, where applicable. The headings and titles to the articles and sections
of this Agreement are used for convenience only and shall have no effect upon
the construction or interpretation of this Agreement.
ARTICLE 46
Section 46.01 MISCELLANEOUS
No acceptance by Landlord of a lesser sum than the Basic Monthly Rental and
Additional Rent then due shall be deemed to be other than on account of the
earliest installment of such rent due, nor shall any endorsement or statement on
any check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of
49
such installment or pursue any other remedy provided in this Agreement. The
delivery of keys to any employee of Landlord, or to Landlord's agent or any
employee thereof, shall not operate as a termination of this Agreement or a
surrender of the Demised Premises.
Section 46.02 REMEDIES CUMULATIVE
The specific remedies to which either party may resort under the terms of
this Agreement are cumulative and are not intended to be exclusive of any other
remedies or means of redress to which either party may be lawfully entitled in
case of any breach or threatened breach of any provisions of this Agreement. In
addition to the other remedies provided in this Agreement, either party shall be
entitled to restraint by injunction of the violation or attempted or threatened
violation of any of the covenants, conditions, or provisions of this Agreement
or to a decree compelling specific performance of any such covenants, conditions
or provisions.
Section 46.03 CONSENT
Except under Article 12, and unless specifically provided to the contrary
elsewhere in this Agreement, any consent or approval required of either party
under this Agreement shall not be unreasonably withheld or delayed. Unless
specifically provided to the contrary elsewhere in this Agreement, if the
consent or approval of either party as to any matter may not be unreasonably
withheld or delayed and it is established by arbitration that a party has been
unreasonable, the only effect of such finding shall be that the party shall be
deemed to have given its consent or approval. Neither party shall be liable to
the other in any respect for money damages by reason of withholding or delaying
its consent or approval. In the case of a claim by a party that the other party
unreasonably withheld or delayed consent or approval as to any matter where
consent or approval is required, the following provisions shall apply: (i) upon
the written request of the aggrieved party, the dispute shall be submitted to
the American Arbitration Association (the "Association") for disposition
pursuant to the "Expedited Procedures" of the Association (set forth in
paragraphs 54 through 58 of that certain booklet published by the Association
and titled "Commercial Arbitration Rules," as amended and in effect March 1,
1986, or such successor provisions as may be subsequently adopted by the
Association); and (ii) all fees payable to the Association for services rendered
in connection with the resolution of the dispute shall be paid for by the party
suffering the adverse decision of the Association.
Section 46.04 BENEFIT
The terms, covenants and conditions contained herein shall be binding upon
and inure to the benefit of the heirs, successors, executors, administrators and
permitted successors and assigns of the parties hereto.
Section 46.05 ENTIRE AGREEMENT
This Agreement, together with its exhibits, contains the entire agreement
of the parties hereto and supersedes any previous or contemporaneous
negotiations. There have been
50
no representations made by Landlord or understandings made between the parties
other than those set forth in this Agreement and its exhibits. This Agreement
may not be modified except by a written instrument duly executed by the parties
hereto.
Section 46.06 SEVERABILITY
If any provision of this Agreement or the application thereof to any person
or circumstance shall be invalid or unenforceable to any extent, the remainder
of this Agreement and the application of such provision to other persons or
circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.
Section 46.07 NOT AN OPTION TO LEASE
Submission of this instrument for examination or signature by Tenant does
not constitute a reservation of or option for lease and it is not effective as a
lease or otherwise until execution and delivery by both Landlord and Tenant.
Section 46.08 TIME OF THE ESSENCE; CALCULATION OF DAYS
Time is of the essence for this Agreement and all of its provisions. Unless
expressly designated as business days, the calculation of periods of time
pursuant to this Agreement shall be based upon calendar days.
Section 46.09 GOVERNING LAW
This Agreement shall in all respects be governed by the laws of the State
of New Jersey without reference to its conflicts laws.
Section 46.10 NAME OF BUILDING
Landlord shall have the right to name the Building, the Research Campus or
the Property by such name or names as Landlord, in its sole discretion, shall
elect, with no obligation to Tenant by reason thereof.
Section 46.11 NO ADVERTISEMENTS
Tenant shall not cause and will make good faith efforts not to permit the
release of any advertising or publicity referring to Landlord, OverLandlord, or
using the word "Exxon" other than to identify this Lease, without Landlord's
prior written approval.
Section 46.12 EXPANSION OPTION
Subject to the rights of the existing tenant thereof and its successors and
assigns (IRI) and to the first refusal rights of a presently existing tenant of
the Building and its successors and assigns (Merck), Tenant shall have the
option to add to the Demised Premises the entire LE
51
portion of Level 1 of the Building ("LE") in accordance with the provisions of
this Section. At such time as Landlord determines that LE will become available
to Tenant, (i.e., IRI and Merck did not exercise their options, and in no event
prior to eighteen (18) months before LE becomes available for occupancy by
Tenant), Landlord shall so notify Tenant (the "Availability Notice), such notice
to include the date upon which LE shall become available (the "Availability
Date"), Tenant shall thereafter have thirty-five (35) days within which to
notify Landlord whether it desires to add LE to the Demised Premises. If Tenant
notifies Landlord within such period that it desires to add LE to the Demised
Premises, LE shall become a part of the Demised Premises on the Availability
Date. The Base Rent per square foot for LE shall be the same as the Base Rent
per square foot for the original Demised Premises pursuant to this Lease, and
Tenant's proportionate share of the Building shall be appropriately adjusted
with respect to its obligations for Additional Rent. LE shall be delivered to
Tenant on the Availability Date in its then "AS IS" condition, broom clean,
vacant and free of tenants, occupants and rights of possession. If Tenant fails
to exercise the within option within thirty-five (35) days after its receipt of
the Availability Notice, Landlord shall be free for a period of one year after
the Availability Date to enter into a lease of LE to any third party or to
occupy LE itself for its own business purposes. If Landlord has not leased or
occupied LE within that period, its shall be obligated to reoffer LE to Tenant
with another Availability Notice in accordance with the procedure described
above. In no event shall this option extend to less than the entire LE. If LE
becomes part of the Demised Premises, Tenant's renewal options under Article 41
shall apply to the expanded Demised Premises, and the parties shall enter into
an appropriate Amendment to this Lease to reflect the expansion of the Demised
Premises.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to be
duly executed as of the date provided on Page 1 of this Agreement.
LANDLORD:
EXXON RESEARCH & ENGINEERING COMPANY
By: /s/Xxxxxxx Xxxxx
-------------------------------
Title: Vice President
----------------------------
Date: November 22, 1996
TENANT
PATHOGENESIS CORPORATION
By: /s/Xxxx Xxxxxxxxx
-------------------------------
Title: Vice President
----------------------------
Date: November 25, 1996
52
STATE OF NEW JERSEY )
) SS:
COUNTY OF HUNTERDON )
On November 22, 1996, before me, the undersigned, an Attorney at Law of the
State of New Jersey, personally appeared A.M. Xxxxx, known to me to be the Vice
President of the corporation that executed the within Instrument, known to me to
be the person who executed the within Instrument on behalf of the corporation
therein named, and he thereupon acknowledged to me that the within Instrument
was executed pursuant to the corporation's by-laws or a resolution of its board
of directors as and for the act and deed of the corporation.
/s/J.R. Nacheman
-------------------------------
Attorney at Law of New Jersey
STATE OF NJ )
) SS:
COUNTY OF HUNTERDON )
On November 25, 1996, before me, the undersigned, a Notary Public in and
for said State, personally appeared Xxxx X. Xxxxxxxxx known to me to be the Vice
President of the corporation that executed the within Instrument, known to me to
be the person who executed the within Instrument on behalf of the corporation
therein named, and she/he thereupon acknowledged to me that the within
Instrument was executed pursuant to the corporation's by-laws or a resolution of
its board of directors as and for the voluntary act and deed of the corporation.
(Notarial Seal) /s/Xxxxx Xxx Xxxxxx
-------------------------------
A Notary Public of New Jersey
My Commission expires: 2001
XXXXX XXX XXXXXX
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires May 23, 2001
EXHIBIT A
Tract 1: Lot 30 in Block 30 on the Clinton Township Tax Map, together with
(i) the right of ingress and egress across Xxx 00 xx Xxxxx 00 xxx (xx)
the right to access monitoring xxxxx on Lot 17 in Block 30 for the
purpose of obtaining samples and recording groundwater levels.
Tract 2: Lot 1 in Block 31 on the Clinton Township Tax Map
Each of the above-identified tracts being described by metes and
bounds on the following pages.
-1-
EXHIBIT A
Tract One: Clinton Township tax lot 30 in block 30
BEGINNING at a point, which point marks the south-easterlymost corner of
other lands of Seed Realty Corp., which lands were acquired on the 9th day of
October, 1979 from The New Jersey District of the Lutheran Church - Missouri
Synod.
Also known as Xxx 00, Xxxxx 00 on the Tax Map of the Township of Clinton
for the year 1981 and from this beginning point thence
(1) along said Lot 41, North 9 (degrees) 17' 38"West, a distance of
823.90' to a point for a corner; thence
(2) still along said Xxx 00, Xxxxx 00 (xxxxxxx) 50' 18" West, a distance
of 29.86' to a point, corner to lands now or formerly The Church of the
Immaculate Conception; thence
(3) along the said lands of the Church, North 93 (degrees) 13' 31: East, a
distance of 877.77' to a point for a corner; thence
(4) still along the said lands of the Church, North 6 (degrees) 45' 55"
West, a distance of 1749/98' to a point for a corner; thence
(5) still along the said lands of the aforementioned Church, South 83
(degrees) 12' 08" West, a distance of 711.31" to a point for a corner
(commencing 521.22' from the beginning of this course there is a 33.00' wide
easement running from lands formerly New Jersey Cooperative Breeders
Association, Inc. and now or formerly The Church of the Immaculate Conception,
to Interstate Route 478, to a point delineated as a no access area); thence
(6) still along the said lands of the aforementioned Church North 6
(degrees) 50' 35" West, a distance of 387.28' to a point, corner to lands
abutting Interstate Route 478; thence
-2-
The following six courses along the sideline of Interstate Route 173 with
no access to Interstate Route 173 over any lands adjacent to said Highway.
7) North 56 (degrees) 35' 28" East, a distance of 173.50' to a point for a
corner; thence
8) North 76 (degrees) 42' 49" East, a distance of 228.54' to a point for a
corner crossing over the northerly terminus of a 33.00' wide right of way, the
westerly sideline of said right of way is distant 8.74' from the beginning of
the herein described course ; thence
9) North [Illegible] 37' 32" East, a distance of 249.75' to a point for a
corner; thence
10) North 70 (degrees) 02' 56" East, a distance of 252.20' to a point for a
corner; thence
11) South 23 (degrees) 53' 20" East, a distance of 10.00' to a point for a
corner; thence
12) North 56 (degrees) 20' 01" East, a distance of 411.18' to a point in
the southerly sideline of X.X. Xxxxx #00; thence
13) along the southerly sideline of X.X. Xxxxx #00, Xxxxx 00 (degrees) 09'
02" East, a distance of 434.98' to a point for a corner; thence
14) still along the said southerly sideline, North 54 (degrees) 09' 02"
East, a distance of 42.83' to a point for a corner; thence
15) still along the said southerly sideline, North 54 (degrees) 41' 14"
East, a distance of 74.01' to a point for a corner; thence
16) still along the said southerly sideline, North 55 (degrees) 47' 54"
East, a distance of 59.61' to a point for a corner; thence
17) still along the said southerly sideline, North 56 (degrees) 57' 23"
East, a distance of 39.59' to a point for a corner; thence
18) still along the said southerly sideline on a curve to the right having
a radius of 980.00', an arc distance of 158.63', a chord bearing of North 62
(degrees) 09' 13" East and with a chord distance of 158.45' to a point for a
corner; thence
-3-
19) still along the said southerly sideline on a curve to the right having
a radius of 2734.79' an arc distance of 421.27', a chord bearing of North 78
(degrees) 42' 44" East, with a chord distance of 420.37' to a point for a
corner; thence
20) still along the said southerly sideline, North 26 (degrees) 57' 17"
West, a distance of 2.00'; thence
21) still along the said southerly sideline, North 83 (degrees) 32' 43"
East, a distance of 72.03' to a point for a corner, corner to lands now or
formerly Xxxxxxx Xxxxxx; thence
22) along the said lands of Xxxxxx, South 07 (degrees) 41' 43" East, a
distance of 341.39' to a point for a corner; thence
23) still along the said lands of Xxxxxx, and lands now or formerly Xxxxxx
Xxxxxx, North 83 (degrees) 07' 42" East, a distance of 578.00' to a point for a
corner; thence
24) along the said lands of Xxxxxx, North 07 (degrees) 39' 53" West, a
distance of 341.58' to a point in the southerly sideline of X.X. Xxxxx #00;
thence
25) along the southerly sideline of X.X. Xxxxx #00, Xxxxx 00 (degrees) 22'
14" East, a distance of 630.21' to a point: thence
26) still along the said southerly sideline on a curve to the left having a
radius of 11.492.30', an arc distance of 200.60', a chord bearing of North 82
(degrees) 52' 14" East, with a chord distance of 200.60' to a point for a
corner; thence
27) still along the said southerly sideline, North 82 (degrees) 22' 14"
East, a distance of 115.03' to a point, corner to lands now or formerly X.
Xxxxxxxx; thence
28) along the said lands of Xxxxxxxx, South 07 (degrees) 37' 46" East, a
distance of 204.00' to a point for a corner; thence
29) still along the said lands of Xxxxxxxx, North 83 (degrees) 32' 50"
East, a distance of 405.29' to a point on the southwesterly sideline of Sand
Hill Road; thence
30) along the said southwesterly sideline of Sand Hill Road, South 63
(degrees) 26' 16" East, a distance of 989.20' to a point for a corner; thence
-4-
31) still along the said southwesterly sideline on a curve to the left
having a radius of 1117.00', an arc distance of 267.37', a chord bearing of
South 69 (degrees) 58' 38" East and with a chord distance of 256.79' to a point;
thence
32) still along the said southwesterly sideline. South [Illegible] 31' 20"
East, a distance of 226.81' to a point for a corner; thence
33) still along the said southwesterly and westerly sideline of Sand Hill
Road on a curve to the right having a radius of 385.30', an arc distance of
304.48', a chord bearing of South 53 (degrees) 52' 41" East and with a chord
distance of 296.62' to a point for a corner; thence
34) still along the said sideline, North 58 (degrees) 45' 38" East, a
distance of 8.50' to a point for a corner; thence
35) still along the said westerly sideline, South 31 (degrees) 14' 22"
East, a distance of 212.87' to a point for a corner; thence
36) still along the said sideline, South 82 (degrees) 49' 29" West, a
distance of 9.31' to a point for a corner; thence
37) still along the said westerly sideline, South 31 (degrees) 14' 22"
East, a distance of 9.36' to a point for a corner; thence
38) still along the said westerly sideline, South 22 (degrees) 58' 41"
East, a distance of 268.88' to a point, corner to lands now or formerly xxxxxxxx
and Xxxxxx Xxxxxxx; thence
39) along the said lands of Xxxxxxx, South 67 (degrees) 01' 19" West, a
distance of 308.26' to a point for a corner; thence
40) still along the said lands of Xxxxxxx and lands now or formerly Xxxx
Xxxxxx, South 10 (degrees) 46' 51" East, a distance of 281.67' to a point,
corner to lands now or formerly Xxxx Xxxxxx and lands now or formerly Xxxxxx and
Xxxxxxx X. Xxxx; thence
41) along the said lands of Xxxx, South 79 (degrees) 13' 09" West, a
distance of 134.80' to a point for a corner (subject to a 16.00' wide right of
way reserved for this aforesaid Xxxx when measured at right angles to this
course in a southerly direction) thence
-5-
42) still along the said lands of Xxxx, South 89 (degrees) 51" East, a
distance of 759.62' to a point for a corner; thence
43) still along the said lands of Xxxx and lands now or formerly Xxxx
Xxxxxxxx and Xxxxxx X. Xxxxxxxx, North 83 (degrees) 27' 51" East, a distance of
638.59' to a point, corner to lands now or formerly Xxxx Xxxxx; thence
44) along the said lands of Xxxxx and lands owned by Xxxxxxx Xxxxxx, other
lands of Seed Realty Corp., lands now or formerly owned by Xxxxx X. and Xxxxx
Vistis and lands now or formerly Xxxxxxx Xxxxxxxxxx, South 10 (degrees) 04' 38"
East, a distance of 912.34' to a point, corner to lands now or formerly Xxxxxx
Xxxxx; thence
45) along the said lands of Xxxxx, South 83 (degrees) 17' 57" West, a
distance of 785.42' to a point for a corner; thence
46) still along the said lands of Xxxxx, South 8 (degrees) 83' 32" East, a
distance of 348.44' to a point for a corner; thence
47) still along the said lands of Xxxxx, South 71 (degrees) 20' 32" West, a
distance of 233.79' to a point for a corner; thence
48) still along the said lands of Xxxxx, South 74 (degrees) 37' 56" West, a
distance of 214.50 ' to a point for a corner; thence ' 49) still along the said
lands of Xxxxx, South 73 (degrees) 27' 57" West, a distance of 426.39' to a
point for a corner; thence
50) still along the said lands of Xxxxx, South 21 (degrees) 10' 07" East, a
distance of 362.40' to a point for a corner; thence
51) still along the said lands of Xxxxx and forming a new line through
other lands of Seed Realty Corp., South 84 (degrees) 12' 47" West, a distance of
4038.20' to a point for a corner; thence
52) forming another new line through lands of Grantor,North 5 (degrees) 25'
00" West, a distance of 857.03' to a point for a corner; thence
53) forming another new line through lands of Grantor, South 83 (degrees)
21' 22" West, a distance of 561.52' to the point and place of BEGINNING.
Containing 482.221 Acres.
-6-
Together with an easement for ingress and egress to the above described
premises along, over and through the following described lands, which easement
begins at a point located on the easterly sideline of New Jersey State Highway
Route #31 on a bearing of North 6 (degrees) 22' 50" West, a distance of 1004.18'
from the northwesterly corner of lands now or formerly Xxxxxxx X. and Xxxxxxxxx
Xxxxxx, now lands of Tenax-Xxxxx One, and from this beginning point thence
(1) along the easterly sideline of New Jersey State Highway Route #31 on a
curve to the left having a radius of 11.499.19', an arc distance of 160.28', a
chord bearing of North 06 (degrees) 46' 48" West and with a chord distance of
160.28' to a point for a corner; thence
(2) South 55 (degrees) 38' 39" East, a distance of 53.22' to a point for a
corner; thence
(3) North 83 (degrees) 19' 21" East, a distance of 133.50' to a point for a
corner; thence
(4) North 06 (degrees) 40' 31" West, a distance of 30.00' to a point for a
corner; thence
(5) North 83 (degrees) 19' 21" East, a distance of 25.00' to a point for a
corner; thence
(6) South 06 (degrees) 40' 31" East, a distance of 30.00' to a point for a
corner; thence
(7) North 83 (degrees) 19' 29" East, a distance of 362.50' to a point for a
corner; thence
(8) on a curve to the left having a radius of 166.00', an arc distance of
260.75', a chord bearing of North 38 (degrees) 19' 29" East, with a chord
distance of 234.76' to a point for a corner; thence
(9) North 06 (degrees) 40' 31" West, a distance of 1027.93' to a point for
a corner; thence
(10) on a curve to the right having a radius of 384.00', an arc distance of
603.19', a chord bearing of North 38 (degrees) 19' 29" East, with a chord
distance of 543.06' to a point for a corner; thence
(11) North 83 (degrees) 19' 29" East, a distance of 149.89' to a point for
a corner on line of course (52) in the overall description
-7-
set forth above; thence
12) along the aforementioned course (52), South 5 (degrees) [Illegible]
East, a distance of 60.22' to a point for a corner; thence
13) South 82 (degrees) 19' 29" West, a distance of 248.57' to a point for a
corner; thence
14) on a curve to the left having a radius of 324.00', an arc distance of
508.94', a chord bearing of South 38 (degrees) 19' 29" West, with a chord
distance of 458.21' to a point for a corner; thence
(15) South 6 (degrees) 40' 31" East, a distance of 1927.33' to a point for
a corner; thence
(16) on a curve to the right having a radius of 226.00', an arc distance of
355.00', a chord bearing of South 38 (degrees) 19' 29" West, with a chord
distance of 319.61' to a point for a corner; thence
(17) South 79 (degrees) 54' 21" West, a distance of 234.76' to a point for
a corner; thence
(18) South 79 (degrees) 45' 10" West, a distance of 128.41' to a point for
a corner; thence
(19) South 06 (degrees) 40' 31" East, a distance of 30.00' to a point for a
corner; thence
(20) South 83 (degrees) 19' 21" West, a distance of 25.00' to a point for a
corner; thence
(21) North 06 (degrees) 40' 31" West, a distance of 133.50' to a point for
a corner; thence
(22) South 83 (degrees) 19' 21" West, a distance of 133.50' to a point for
a corner; thence
(23) South 35 (degrees) 55' 39" West, a distance of 58.88' to the point and
place of BEGINNING.
In addition to the easement for ingress and egress the Grantee shall have
the right to construct, re-construct, maintain and fo whatever else is necessary
to improve and continue the existing storm drainage facilities.
The Grantee further has the right to install or have installed any and all
utility easements that it deems necessary.
-8-
It is the intent of this document to merge into and let the following: Part
of Xxx 00,Xxxxx 00, Xxx 00-X, Xxxxx 30, Xxx 00, Xxxxx 00; part of Xxx 00-X,
Xxxxx 00; containing one acre of land whichh was obtained from Sophia Erociano;
Xxx 00, Xxxxx 00; Xxx 00, Xxxxx 30; Xxx 00, Xxxxx 00; and Lot 34. Block 30 as
shown on the Clinton Township Tax Map for the year 1978 as separate tax lots.
The above merged lots shall be known as (new) Lot 30. Block 30 on the Tax
Map of the Township of Clinton.
-9-
EXHIBIT A
Tract Two: Clinton Tax Act 1 in Block 31
BEGINNING at the intersection of the southerly sideline of X.X. Xxxxx # 00 and
the easterly sideline of Sand Hill Road, also known as Xxxxx Road; thence
(1) along the southesly sideline of X.X. Xxxxx #00, Xxxxx 00 (degrees) 22' 14"
East a distance of 300.89 feet to a point, corner to lands Central Railroad of
New Jersey; thence
(2) along lands of Central Railroad of New Jersey, South 56 (degrees) 52' 50"
East a distance of 454.72 feet to a point; thence
(3) still along the Central Railroad of New Jersey, South 62 (degrees) 40 41"
East, a distance of 551.00 feet; thence
(4) still along said lands of Central Railroad of New Jersey, South 74 (degrees)
06' 41" East, a distance of 347.29 feet to a point on the westerly sideline of
Xxxxx Road; thence
(5) along the westerly sideline of Xxxxx Road, South 17 (degrees) 01' 26" East,
a distance of 228.53 feet to a point marking the intersection of the westerly
sideline of Xxxxx Road, and the northerly sideline of Sand Hill Road; thence
(6) along the northerly sideline of Sand Hill Road, North 76 (degrees) 31' 00"
West, a distance of 364.04 feet; thence
(7) still along said road on a curve to the right having a radius of 1,121.30
feet an arc length of 255.96 feet having a chord bearing North 69 (degrees) 58'
38" West a chord distance of 255.40 feet; thence
(8) still along said northerly sideline North 63 (degrees) 26' 16" West a
distance of 969.20 feet to a point; thence
(9) still along said sideline on a curve to the right having a radius of 150.00
feet an arc length of 137.63 feet, having a chord bearing North 37 (degrees) 11'
41" West, a chord distance of 132.67 feet; thence
(10) along the easterly sideline of Sand Hill Road, North 10 (degrees) 56' 46"
West, a distance of 55.66 feet to the point and place of Beginning.
The aforementioned description is based upon a survey performed by Xxxxxxx X.
Xxxxxxxxxx & Associates, and prepared under the direct supervision of Xxxxxxx X.
Xxxxx, N.J. Licensed Surveyer #12350, and containing 0.239 acres. The
aforementioned survey is based upon New Jersey Geometric Grid System.
Subject to slope and drainage rights granted to the State of New Jersey.
Subject to rights granted to the Central Railroad of New Jersey.
-00-
XXXXXXX X-0
(XXXXXXXXXXXX XXXX)
[GRAPHIC OMITTED]
EXHIBIT B-2
LAB FURNITURE INVENTORY
LG-1
-----------------------------------------------------------------------------------------------------------------------
Sep-96 Sep-96 Sep-96 Sep-96 Sep-96
LG127 LG129 LG135 LG137 LG143
-----------------------------------------------------------------------------------------------------------------------
B1 2-DOOR CUPBOARD, 2 SHELVES, 48IN. WIDE, 36 1/4 IN. HIGH
-----------------------------------------------------------------------------------------------------------------------
B2 2-DRAWER, 2-DOOR CUPBOARD, 1 SHELF, 48 IN. WIDE, 36 1/4 IN. HIGH 6
-----------------------------------------------------------------------------------------------------------------------
B3 5-DRAWER BASE XXXX, 00 IN. WIDE, 36 1/4 IN. HIGH 2 2
-----------------------------------------------------------------------------------------------------------------------
5-DRAWER BASE UNIT, 48 IN. WIDE, 30IN. HIGH
-----------------------------------------------------------------------------------------------------------------------
B4 8-DRAWER BASE XXXX, 00 IN. WIDE, 36 1/4 IN. HIGH 3 2 2
-----------------------------------------------------------------------------------------------------------------------
B6 2-DOOR CUPBOARD, 2 SHELVES, 48 IN. WIDE, 30 1/4 IN. HIGH
-----------------------------------------------------------------------------------------------------------------------
B7 2-DRAWER, 2-DOOR CUPBOARD, 1 SHELF, 48 IN. WIDE, 30 1/4 IN. HIGH 2
-----------------------------------------------------------------------------------------------------------------------
2-DRAWER, 2-DOOR CUPBOARD, 1 SHELF, 48 IN. WIDE, 36 IN. HIGH
-----------------------------------------------------------------------------------------------------------------------
B9 6-DRAWER BASE XXXX, 00 IN. WIDE, 30 1/4 IN. HIGH
-----------------------------------------------------------------------------------------------------------------------
3-DRAWER 24"wX30"H
-----------------------------------------------------------------------------------------------------------------------
0-XXXXXX, 0XXXX, 00"XX00"X
-----------------------------------------------------------------------------------------------------------------------
2-DRAWER, 24"WX30"H
-----------------------------------------------------------------------------------------------------------------------
CR COAT RACK
-----------------------------------------------------------------------------------------------------------------------
H1 HOOD, 4 FT. WIDE WITH COUNTER 36 1/4 INCHES FROM FLOOR
-----------------------------------------------------------------------------------------------------------------------
H7 HOOD, 8 FT. WIDE WITH COUNTER 36 1/4 INCHES FROM FLOOR
-----------------------------------------------------------------------------------------------------------------------
K1 KNEE HOLE UNIT, 1-DRAWER, 24 IN. WIDE
-----------------------------------------------------------------------------------------------------------------------
K2 KNEE HOLE UNIT, 1-DRAWER, 30 IN. WIDE
-----------------------------------------------------------------------------------------------------------------------
K3 KNEE HOLE UNIT, 1-DRAWER, 36 IN. WIDE
-----------------------------------------------------------------------------------------------------------------------
KS KNEE HOLE UNIT, 2-DRAWER, 48 IN. WIDE 1 2
-----------------------------------------------------------------------------------------------------------------------
K7 KNEE HOLE UNIT, 3-DRAWER, 60 IN. WIDE
-----------------------------------------------------------------------------------------------------------------------
KNEE HOLE UNIT, 2-DRAWER, 48 IN. WIDE + 18" FILLER
-----------------------------------------------------------------------------------------------------------------------
LTC LAB TECHNICIAN CHAIR 1
-----------------------------------------------------------------------------------------------------------------------
LAB TECHNICIAN DESK WITH 2 OVERHEAD BINS 1
-----------------------------------------------------------------------------------------------------------------------
LAB TECHNICIAN DESK WITH 4 OVERHEAD BINS
-----------------------------------------------------------------------------------------------------------------------
S2 SINK BASE UNIT, 48 IN. WIDE 1 1
-----------------------------------------------------------------------------------------------------------------------
S3 SINK BASE UNIT, 58 IN. WIDE
-----------------------------------------------------------------------------------------------------------------------
S4 SINK BASE UNIT, 36 IN. WIDE
-----------------------------------------------------------------------------------------------------------------------
V4 VENTILATED HOOD BASE, 48 IN. WIDE, 36 1/4 IN. HIGH
-----------------------------------------------------------------------------------------------------------------------
WI WALL CABINET, 2 SLIDING GLASS DOORS 48" W X 30" H X 14"D 3 4 1 6
-----------------------------------------------------------------------------------------------------------------------
WALL CABINET, 2 SLIDING GLASS DOORS 48" W X 30" H X 14"D NO GLAS
-----------------------------------------------------------------------------------------------------------------------
XX0 XXXX SHELVES, 8 IN. DEEP
-----------------------------------------------------------------------------------------------------------------------
WALL SHELVES, 10 IN. DEEP 1
-----------------------------------------------------------------------------------------------------------------------
XX0 XXXX XXXXXXX, 00 IN. DEEP 3 2 2
-----------------------------------------------------------------------------------------------------------------------
WALL SHELVES, 15 IN. DEEP
-----------------------------------------------------------------------------------------------------------------------
WALL SHELVES, 16" DEEP 3
-----------------------------------------------------------------------------------------------------------------------
60 X 36 TABLE 1
-----------------------------------------------------------------------------------------------------------------------
7"X25" STAINLESS STEEL COUNTER TOPS 4
-----------------------------------------------------------------------------------------------------------------------
4-DRAWER 40" H X 48"W CABINET
-----------------------------------------------------------------------------------------------------------------------
48" DRAW APRON WITH 2 DRAWERS
-----------------------------------------------------------------------------------------------------------------------
OVERHEAD BINS
-----------------------------------------------------------------------------------------------------------------------
COLD BOX 1 1
-----------------------------------------------------------------------------------------------------------------------
16 11 2 12 17
-----------------------------------------------------------------------------------------------------------------------
Page 1 10/9/96
LAB FURNITURE INVENTORY
LG-1
-----------------------------------------------------------------------------------------------------------------------
Sep-96 Sep-96 Sep-96 Sep-96 Sep-96
LG145 LG151 LG153 LG159 LG161
-----------------------------------------------------------------------------------------------------------------------
B1 2-DOOR CUPBOARD, 2 SHELVES, 48IN. WIDE, 36 1/4 IN. HIGH
-----------------------------------------------------------------------------------------------------------------------
B2 2-DRAWER, 2-DOOR CUPBOARD, 1 SHELF, 48 IN. WIDE, 36 1/4 IN. HIGH 1 1
-----------------------------------------------------------------------------------------------------------------------
B3 5-DRAWER BASE XXXX, 00 IN. WIDE, 36 1/4 IN. HIGH 2 1 2
-----------------------------------------------------------------------------------------------------------------------
5-DRAWER BASE UNIT, 48 IN. WIDE, 30IN. HIGH 1
-----------------------------------------------------------------------------------------------------------------------
B4 8-DRAWER BASE XXXX, 00 IN. WIDE, 36 1/4 IN. HIGH 2 1 2
-----------------------------------------------------------------------------------------------------------------------
B6 2-DOOR CUPBOARD, 2 SHELVES, 48 IN. WIDE, 30 1/4 IN. HIGH 1
-----------------------------------------------------------------------------------------------------------------------
B7 2-DRAWER, 2-DOOR CUPBOARD, 1 SHELF, 48 IN. WIDE, 30 1/4 IN. HIGH
-----------------------------------------------------------------------------------------------------------------------
2-DRAWER, 2-DOOR CUPBOARD, 1 SHELF, 48 IN. WIDE, 36 IN. HIGH 2
-----------------------------------------------------------------------------------------------------------------------
B9 6-DRAWER BASE XXXX, 00 IN. WIDE, 30 1/4 IN. HIGH 1
-----------------------------------------------------------------------------------------------------------------------
3-DRAWER 24"WX30"H 3
-----------------------------------------------------------------------------------------------------------------------
1-DRAWER, 1 DOOR, 24"WX30"H 2
-----------------------------------------------------------------------------------------------------------------------
2-DRAWER, 24"WX30"H 1
-----------------------------------------------------------------------------------------------------------------------
CR COAT RACK 1
-----------------------------------------------------------------------------------------------------------------------
H1 HOOD, 4 FT. WIDE WITH COUNTER 36 1/4 INCHES FROM FLOOR 1
-----------------------------------------------------------------------------------------------------------------------
H7 HOOD, 8 FT. WIDE WITH COUNTER 36 1/4 INCHES FROM FLOOR 1
-----------------------------------------------------------------------------------------------------------------------
K1 KNEE HOLE UNIT, 1-DRAWER, 24 IN. WIDE
-----------------------------------------------------------------------------------------------------------------------
K2 KNEE HOLE UNIT, 1-DRAWER, 30 IN. WIDE
-----------------------------------------------------------------------------------------------------------------------
K3 KNEE HOLE UNIT, 1-DRAWER, 36 IN. WIDE
-----------------------------------------------------------------------------------------------------------------------
K5 KNEE HOLE UNIT, 2-DRAWER, 48 IN. WIDE 1 3
-----------------------------------------------------------------------------------------------------------------------
K7 KNEE HOLE UNIT, 3-DRAWER, 60 IN. WIDE
-----------------------------------------------------------------------------------------------------------------------
KNEE HOLE UNIT, 2-DRAWER, 48 IN. WIDE + 18" FILLER 1
-----------------------------------------------------------------------------------------------------------------------
LTC LAB TECHNICIAN CHAIR 1 1 2
-----------------------------------------------------------------------------------------------------------------------
LAB TECHNICIAN DESKWITH 2 OVERHEAD BINS 1 2
-----------------------------------------------------------------------------------------------------------------------
LAB TECHNICIAN DESK WITH 4 OVERHEAD BINS 1
-----------------------------------------------------------------------------------------------------------------------
S2 SINK BASE UNIT, 48 IN. WIDE 1 1 1
-----------------------------------------------------------------------------------------------------------------------
S3 SINK BASE UNIT, 58 IN. WIDE 1
-----------------------------------------------------------------------------------------------------------------------
S4 SINK BASE UNIT, 36 IN. WIDE
-----------------------------------------------------------------------------------------------------------------------
V4 VENTILATED HOOD BASE, 48 IN. WIDE, 36 1/4 IN. HIGH 1 2
-----------------------------------------------------------------------------------------------------------------------
WI WALL CABINET, 2 SLIDING GLASS DOORS 48" W X 30" H X 14"D 7 3 7 14
-----------------------------------------------------------------------------------------------------------------------
WALL CABINET, 2 SLIDING GLASS DOORS 48" W X 30" H X 14"D NO GLAS 1
-----------------------------------------------------------------------------------------------------------------------
XX0 XXXX SHELVES, 8 IN. DEEP 8 5
-----------------------------------------------------------------------------------------------------------------------
WALL SHELVES, 10 IN. DEEP 1 5
-----------------------------------------------------------------------------------------------------------------------
XX0 XXXX XXXXXXX, 00 IN. DEEP 4 9 2 9
-----------------------------------------------------------------------------------------------------------------------
WALL SHELVES, 15 IN. DEEP
-----------------------------------------------------------------------------------------------------------------------
WALL SHELVES, 16" DEEP
-----------------------------------------------------------------------------------------------------------------------
60 X 36 TABLE
-----------------------------------------------------------------------------------------------------------------------
7"X25" STAINLESS STEEL COUNTER TOPS
-----------------------------------------------------------------------------------------------------------------------
4-DRAWER 40" H X 48"W CABINET 2
-----------------------------------------------------------------------------------------------------------------------
48" DRAW APRON WITH 2 DRAWERS 1
-----------------------------------------------------------------------------------------------------------------------
OVERHEAD BINS
-----------------------------------------------------------------------------------------------------------------------
COLD BOX
-----------------------------------------------------------------------------------------------------------------------
24 20 31 4 45
-----------------------------------------------------------------------------------------------------------------------
Page 2 10/9/96
LAB FURNITURE INVENTORY
LG-1
-----------------------------------------------------------------------------------------------------------------------
Sep-96 Sep-96 Sep-96 Sep-96 Sep-96
LG167 LG169 LG175 LG177 LG183
-----------------------------------------------------------------------------------------------------------------------
B1 2-DOOR CUPBOARD, 2 SHELVES, 48IN. WIDE, 36 1/4 IN. HIGH 1
-----------------------------------------------------------------------------------------------------------------------
B2 2-DRAWER, 2-DOOR CUPBOARD, 1 SHELF, 48 IN. WIDE, 36 1/4 IN. HIGH
-----------------------------------------------------------------------------------------------------------------------
B3 5-DRAWER BASE XXXX, 00 IN. WIDE, 36 1/4 IN. HIGH 1 1 3
-----------------------------------------------------------------------------------------------------------------------
5-DRAWER BASE UNIT, 48 IN. WIDE, 30IN. HIGH
-----------------------------------------------------------------------------------------------------------------------
B4 8-DRAWER BASE XXXX, 00 IN. WIDE, 36 1/4 IN. HIGH 3 3 3
-----------------------------------------------------------------------------------------------------------------------
B6 2-DOOR CUPBOARD, 2 SHELVES, 48 IN. WIDE, 30 1/4 IN. HIGH
-----------------------------------------------------------------------------------------------------------------------
B7 2-DRAWER, 2-DOOR CUPBOARD, 1 SHELF, 48 IN. WIDE, 30 1/4 IN. HIGH 1
-----------------------------------------------------------------------------------------------------------------------
2-DRAWER, 2-DOOR CUPBOARD, 1 SHELF, 48 IN. WIDE, 36 IN. HIGH
-----------------------------------------------------------------------------------------------------------------------
B9 6-DRAWER BASE XXXX, 00 IN. WIDE, 30 1/4 IN. HIGH
-----------------------------------------------------------------------------------------------------------------------
3-DRAWER 24"WX30"H 2
-----------------------------------------------------------------------------------------------------------------------
0-XXXXXX, 0XXXX, 00"XX00"X 3
-----------------------------------------------------------------------------------------------------------------------
2-DRAWER, 24"WX30"H 1
-----------------------------------------------------------------------------------------------------------------------
CR COAT RACK 1 1 1 1
-----------------------------------------------------------------------------------------------------------------------
H1 HOOD, 4 FT. WIDE WITH COUNTER 36 1/4 INCHES FROM FLOOR
-----------------------------------------------------------------------------------------------------------------------
H7 HOOD, 8 FT. WIDE WITH COUNTER 36 1/4 INCHES FROM FLOOR 1 1
-----------------------------------------------------------------------------------------------------------------------
K1 KNEE HOLE UNIT, 1-DRAWER, 24 IN. WIDE 2 3 1 1
-----------------------------------------------------------------------------------------------------------------------
KNEE HOLE UNIT, 1-DRAWER, 30 IN. WTDE 2
-----------------------------------------------------------------------------------------------------------------------
K3 KNEE HOLE UNIT, 1-DRAWER, 36 IN. WIDE 1 1
-----------------------------------------------------------------------------------------------------------------------
KS KNEE HOLE UNIT, 2-DRAWER, 48 IN. WIDE 1 1 1
-----------------------------------------------------------------------------------------------------------------------
K7 KNEE HOLE UNIT, 3-DRAWER, 60 IN. WIDE 1
-----------------------------------------------------------------------------------------------------------------------
KNEE HOLE UNIT, 2-DRAWER, 48 IN. WIDE + 18" FILLER
-----------------------------------------------------------------------------------------------------------------------
LTC LAB TECHNICIAN CHAIR 1 1 1
-----------------------------------------------------------------------------------------------------------------------
LAB TECHNICIAN DESK WITH 2 OVERHEAD BINS 1 1
-----------------------------------------------------------------------------------------------------------------------
LAB TECHNICIAN DESK WITH 4 OVERHEAD BINS 1 1
-----------------------------------------------------------------------------------------------------------------------
S2 SINK BASE UNIT, 48 IN. WIDE 1
-----------------------------------------------------------------------------------------------------------------------
S3 SINK BASE UNIT, 58 IN. WIDE 1
-----------------------------------------------------------------------------------------------------------------------
S4 SINK BASE UNIT, 36 IN. WIDE 1
-----------------------------------------------------------------------------------------------------------------------
V4 VENTILATED HOOD BASE, 48 IN. WIDE, 36 1/4 IN. HIGH 2 2
-----------------------------------------------------------------------------------------------------------------------
W1 WALL CABINET, 2 SLIDING GLASS DOORS 48" W X 30" H X 14"D 4 6 7 8 7
-----------------------------------------------------------------------------------------------------------------------
WALL CABINET, 2 SLIDING GLASS DOORS 48" W X 30" H X 14"D NO GLAS
-----------------------------------------------------------------------------------------------------------------------
XX0 XXXX XXXXXXX, 0 IN. DEEP 1
-----------------------------------------------------------------------------------------------------------------------
WALL SHELVES, 10 IN. DEEP
-----------------------------------------------------------------------------------------------------------------------
XX0 XXXX XXXXXXX, 00 IN. DEEP 4 6 5 4
-----------------------------------------------------------------------------------------------------------------------
WALL SHELVES, 15 IN. DEEP
-----------------------------------------------------------------------------------------------------------------------
WALL SHELVES, 16" DEEP
-----------------------------------------------------------------------------------------------------------------------
60 X 36 TABLE
-----------------------------------------------------------------------------------------------------------------------
7"X25" STAINLESS STEEL COUNTER TOPS
-----------------------------------------------------------------------------------------------------------------------
4-DRAWER 40" H X 48"W CABINET
-----------------------------------------------------------------------------------------------------------------------
48" DRAW APRON WITH 2 DRAWERS
-----------------------------------------------------------------------------------------------------------------------
OVERHEAD BINS 2
-----------------------------------------------------------------------------------------------------------------------
COLD BOX
-----------------------------------------------------------------------------------------------------------------------
15 21 22 29 24
-----------------------------------------------------------------------------------------------------------------------
Page 3 10/9/96
LAB FURNITURE INVENTORY
LG-1
--------------------------------------------------------------------------------------------------------------
Sep-96 Sep-96 Sep-96 Sep-96
LG185 LG191 LG193 TOT LG1
--------------------------------------------------------------------------------------------------------------
B1 2-DOOR CUPBOARD, 2 SHELVES, 48IN. WIDE, 36 1/4 IN. HIGH 1
--------------------------------------------------------------------------------------------------------------
B2 2-DRAWER, 2-DOOR CUPBOARD, 1 SHELF, 48 IN. WIDE, 36 1/4 IN. HIGH 8
--------------------------------------------------------------------------------------------------------------
B3 5-DRAWER BASE XXXX, 00 IN. WIDE, 36 1/4 IN. HIGH 2 2 18
--------------------------------------------------------------------------------------------------------------
5-DRAWER BASE UNIT, 48 IN. WIDE, 30IN. HIGH 1
--------------------------------------------------------------------------------------------------------------
B4 8-DRAWER BASE XXXX, 00 IN. WIDE, 36 1/4 IN. HIGH 1 1 2 25
--------------------------------------------------------------------------------------------------------------
B6 2-DOOR CUPBOARD, 2 SHELVES, 48 IN. WIDE, 30 1/4 IN. HIGH 1
--------------------------------------------------------------------------------------------------------------
B7 2-DRAWER, 2-DOOR CUPBOARD, 1 SHELF, 48 IN. WIDE, 30 1/4 IN. HIGH 1 4
--------------------------------------------------------------------------------------------------------------
2-DRAWER, 2-DOOR CUPBOARD, 1 SHELF, 48 IN. WIDE, 36 IN. HIGH 2
--------------------------------------------------------------------------------------------------------------
B9 6-DRAWER BASE XXXX, 00 IN. WIDE, 30 1/4 IN. HIGH 1
--------------------------------------------------------------------------------------------------------------
3-DRAWER 24"WX30"H 2 7
--------------------------------------------------------------------------------------------------------------
0-XXXXXX, 0XXXX, 00"XX00"X 5
--------------------------------------------------------------------------------------------------------------
2-DRAWER, 24"WX30"H 2
--------------------------------------------------------------------------------------------------------------
CR COAT RACK 1 6
--------------------------------------------------------------------------------------------------------------
H1 HOOD, 4 FT. WIDE WITH COUNTER 36 1/4 INCHES FROM FLOOR 1
--------------------------------------------------------------------------------------------------------------
H7 HOOD, 8 FT. WIDE WITH COUNTER 36 1/4 INCHES FROM FLOOR 1 4
--------------------------------------------------------------------------------------------------------------
K1 KNEE HOLE UNIT, 1-DRAWER, 24 IN. WIDE 7
--------------------------------------------------------------------------------------------------------------
K2 KNEE HOLE UNIT, 1-DRAWER, 30 IN. WTDE 1 3
--------------------------------------------------------------------------------------------------------------
K3 KNEE HOLE UNIT, 1-DRAWER, 36 IN. WIDE 2
--------------------------------------------------------------------------------------------------------------
K5 KNEE HOLE UNIT, 2-DRAWER, 48 IN. WIDE 4 3 17
--------------------------------------------------------------------------------------------------------------
K7 KNEE HOLE UNIT, 3-DRAWER, 60 IN. WIDE 1
--------------------------------------------------------------------------------------------------------------
KNEE HOLE UNIT, 2-DRAWER, 48 IN. WIDE + 18" FILLER 1
--------------------------------------------------------------------------------------------------------------
LTC LAB TECHNICIAN CHAIR 1 9
--------------------------------------------------------------------------------------------------------------
LAB TECHNICIAN DESKWITH 2 OVERHEAD BINS 1 7
--------------------------------------------------------------------------------------------------------------
LAB TECHNICIAN DESK WITH 4 OVERHEAD BINS 3
--------------------------------------------------------------------------------------------------------------
S2 SINK BASE UNIT, 48 IN. WIDE 1 7
--------------------------------------------------------------------------------------------------------------
S3 SINK BASE UNIT, 58 IN. WIDE 1 3
--------------------------------------------------------------------------------------------------------------
S4 SINK BASE UNIT, 36 IN. WIDE 1 2
--------------------------------------------------------------------------------------------------------------
V4 VENTILATED HOOD BASE, 48 IN. WIDE, 36 1/4 IN. HIGH 2 9
--------------------------------------------------------------------------------------------------------------
W1 WALL CABINET, 2 SLIDING GLASS DOORS 48" W X 30" H X 14"D 6 5 5 93
--------------------------------------------------------------------------------------------------------------
WALL CABINET, 2 SLIDING GLASS DOORS 48" W X 30" H X 14"D NO GLAS 1
--------------------------------------------------------------------------------------------------------------
W51 WALL SHELVES, 8 IN. DEEP 1 4 19
--------------------------------------------------------------------------------------------------------------
WALL SHELVES, 10 IN. DEEP 7
--------------------------------------------------------------------------------------------------------------
W52 WALL XXXXXXX, 00 IN. DEEP 4 8 62
--------------------------------------------------------------------------------------------------------------
WALL SHELVES, 15 IN. DEEP 6 6
--------------------------------------------------------------------------------------------------------------
WALL SHELVES, 16" DEEP 3
--------------------------------------------------------------------------------------------------------------
60 X 36 TABLE 1
--------------------------------------------------------------------------------------------------------------
7"X25" STAINLESS STEEL COUNTER TOPS 4
--------------------------------------------------------------------------------------------------------------
4-DRAWER 40" H X 48"W CABINET 2
--------------------------------------------------------------------------------------------------------------
48" DRAW APRON WITH 2 DRAWERS 1
--------------------------------------------------------------------------------------------------------------
OVERHEAD BINS 2
--------------------------------------------------------------------------------------------------------------
COLD BOX 2
--------------------------------------------------------------------------------------------------------------
29 16 22 360
--------------------------------------------------------------------------------------------------------------
Page 4 10/9/96
OFFICE FURNITURE INVENTORY
LG-1
-----------------------------------------------------------------------------------------------------------------------------------
CODE DESCRIPTION 96 96 96 96 96 96 96 96
-----------------------------------------------------------------------------------------------------------------------------------
LG126 XX000 XX000 XX000 LG142 LG144 LG146/150 LG154
-----------------------------------------------------------------------------------------------------------------------------------
OA STEELCASE 9000 VINYL WORKSURFACE ASS'Y 30"x60" 1 1 1
-----------------------------------------------------------------------------------------------------------------------------------
OA1 STEELCASE 9000 VINYL WORKSURFACE ASS'Y 30"x35" 2 2 1
-----------------------------------------------------------------------------------------------------------------------------------
OA2 STEELCASE 9000 VINYL WORKSURFACE ASS'Y 30"x30" 1
-----------------------------------------------------------------------------------------------------------------------------------
OK PEDESTAL XXXXX 0 0 0 0
-----------------------------------------------------------------------------------------------------------------------------------
XX TABLE, VINYL SURFACE 30"x60" 1 1 1
-----------------------------------------------------------------------------------------------------------------------------------
ON DESK CHAIR 2 1 1 1
-----------------------------------------------------------------------------------------------------------------------------------
OO SIDE CHAIR 2 2 2 2
-----------------------------------------------------------------------------------------------------------------------------------
OP SHELVES 10 7 4
-----------------------------------------------------------------------------------------------------------------------------------
OQ TACK BOARD 4 4 4 3
-----------------------------------------------------------------------------------------------------------------------------------
OR WHITE BOARD 1 1 1 2 1
-----------------------------------------------------------------------------------------------------------------------------------
OS COAT RACK 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------------------------------------------
OU LATERAL FILE, 36"WIDE, 3-DRAWER 1
-----------------------------------------------------------------------------------------------------------------------------------
OX LATERAL FILE, 42"WIDE, 3-DRAWER 1 1
-----------------------------------------------------------------------------------------------------------------------------------
OZ BINDER BIN, 30"WIDE 6
-----------------------------------------------------------------------------------------------------------------------------------
BINDER BIN, 60" WIDE 1
-----------------------------------------------------------------------------------------------------------------------------------
OAD VERTICAL FILE, 5-DRAWER
-----------------------------------------------------------------------------------------------------------------------------------
OAE VERTICAL FILE, 4-DRAWER
-----------------------------------------------------------------------------------------------------------------------------------
OAI WARDROBE CLOSET
-----------------------------------------------------------------------------------------------------------------------------------
STEELCASE 9000 LAMINATE WORKSURFACE 30X60 2
-----------------------------------------------------------------------------------------------------------------------------------
OAK DRAPERY 3
-----------------------------------------------------------------------------------------------------------------------------------
CONFERENCE TABLE, 7' 2
-----------------------------------------------------------------------------------------------------------------------------------
OAM CONFERENCE ROOM CHAIRS 14
-----------------------------------------------------------------------------------------------------------------------------------
OAO INTERACTION TABLES
-----------------------------------------------------------------------------------------------------------------------------------
OAP INTERACTION CHAIRS
-----------------------------------------------------------------------------------------------------------------------------------
OAQ INTERACTION AREA PLANTS
-----------------------------------------------------------------------------------------------------------------------------------
CORNER UNIT 42 x 42
-----------------------------------------------------------------------------------------------------------------------------------
LATERAL FILE, 42" 4-DRAWER
-----------------------------------------------------------------------------------------------------------------------------------
TASKLIGHTS 50"
-----------------------------------------------------------------------------------------------------------------------------------
PARTITION WALL PANEL 30"
-----------------------------------------------------------------------------------------------------------------------------------
GF FURNITURE - 30X66 DESKS
-----------------------------------------------------------------------------------------------------------------------------------
GF CORNER UNIT - 42 x 42
-----------------------------------------------------------------------------------------------------------------------------------
GF OVERHEAD BINS - 30"
-----------------------------------------------------------------------------------------------------------------------------------
STEELCASE OVERHEAD BINS 60"
-----------------------------------------------------------------------------------------------------------------------------------
STEELCASE 60" TASK LIGHT
-----------------------------------------------------------------------------------------------------------------------------------
CUSTOM CABINET/TABLE 1
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL
-----------------------------------------------------------------------------------------------------------------------------------
Page 5 10/4/96
OFFICE FURNITURE INVENTORY
LG-1
-----------------------------------------------------------------------------------------------------------------------------------
CODE DESCRIPTION 96 96 96 96 96 96 96 96
-----------------------------------------------------------------------------------------------------------------------------------
LG-IA LG162 LG164 LG170 LG172 XX000 XX000 XX000
-----------------------------------------------------------------------------------------------------------------------------------
OA STEELCASE 9000 VINYL WORKSURFACE ASS'Y 30"X60" 1 1 1 1
-----------------------------------------------------------------------------------------------------------------------------------
OA1 STEELCASE 9000 VINYL WORKSURFACE ASS'Y 30"X35" 2 1 2 1
-----------------------------------------------------------------------------------------------------------------------------------
OA2 STEELCASE 9000 VINYL WORKSURFACE ASS'Y 30"x30" 1
-----------------------------------------------------------------------------------------------------------------------------------
OK PEDESTAL XXXXX 0 0 0 0 0 0
-----------------------------------------------------------------------------------------------------------------------------------
XX TABLE, VINYL SURFACE 30"x60" 1 1 1
-----------------------------------------------------------------------------------------------------------------------------------
ON DESK CHAIR 1 1 2 2 2 1 2
-----------------------------------------------------------------------------------------------------------------------------------
OO SIDE CHAIR 2 2 2
-----------------------------------------------------------------------------------------------------------------------------------
OP SHELVES 7 7 2 8 5
-----------------------------------------------------------------------------------------------------------------------------------
OQ TACK BOARD 4 4 2 1 4 4 2
-----------------------------------------------------------------------------------------------------------------------------------
OR WHITE BOARD 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------------------------------------------
OS COAT RACK 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------------------------------------------
OU LATERAL FILE, 36"WIDE, 3-DRAWER
-----------------------------------------------------------------------------------------------------------------------------------
OX LATERAL FILE, 42"WIDE, 3-DRAWER 1 1 1
-----------------------------------------------------------------------------------------------------------------------------------
OZ BINDER BIN, 30"WIDE
-----------------------------------------------------------------------------------------------------------------------------------
BINDER BIN, 60" WIDE 4
-----------------------------------------------------------------------------------------------------------------------------------
OAD VERTICAL FILE, 5-DRAWER 1
-----------------------------------------------------------------------------------------------------------------------------------
OAE VERTICAL FILE, 4-DRAWER 1
-----------------------------------------------------------------------------------------------------------------------------------
OAI WARDROBE CLOSET 2
-----------------------------------------------------------------------------------------------------------------------------------
STEELCASE 9000 LAMINATE WORKSURFACE 30X60 2 2
-----------------------------------------------------------------------------------------------------------------------------------
OAK DRAPERY
-----------------------------------------------------------------------------------------------------------------------------------
CONFERENCE TABLE, 7'
-----------------------------------------------------------------------------------------------------------------------------------
OAM CONFERENCE ROOM CHAIRS
-----------------------------------------------------------------------------------------------------------------------------------
OAO INTERACTION TABLES 2
-----------------------------------------------------------------------------------------------------------------------------------
OAP INTERACTION CHAIRS 8
-----------------------------------------------------------------------------------------------------------------------------------
OAQ INTERACTION AREA PLANTS 2
-----------------------------------------------------------------------------------------------------------------------------------
XXXXXX XXXX 00 X 42 1
-----------------------------------------------------------------------------------------------------------------------------------
LATERAL FILE, 42" 4-DRAWER 1
-----------------------------------------------------------------------------------------------------------------------------------
TASKLIGHTS 50" 2
-----------------------------------------------------------------------------------------------------------------------------------
PARTITION WALL PANEL 30" 1 1
-----------------------------------------------------------------------------------------------------------------------------------
GF FURNITURE - 30X66 DESKS 2
-----------------------------------------------------------------------------------------------------------------------------------
GF CORNER UNIT - 42 X 42 1
-----------------------------------------------------------------------------------------------------------------------------------
GF OVERHEAD BINS - 30" 4
-----------------------------------------------------------------------------------------------------------------------------------
STEELCASE OVERHEAD BINS 60" 2
-----------------------------------------------------------------------------------------------------------------------------------
STEELCASE 60" TASK LIGHT 1
-----------------------------------------------------------------------------------------------------------------------------------
CUSTOM CABINET/TABLE
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL
-----------------------------------------------------------------------------------------------------------------------------------
Page 6 10/4/96
OFFICE FURNITURE INVENTORY
LG-1
-----------------------------------------------------------------------------------------------
TOTAL
-----------------------------------------------------------------------------------------------
CODE DESCRIPTION 96 96 96 SEPT. 96
-----------------------------------------------------------------------------------------------
LG188 LG194 XX000 XX-0
-----------------------------------------------------------------------------------------------
OA STEELCASE 9000 VINYL WORKSURFACE ASS'Y 30"X60" 1 1 9
-----------------------------------------------------------------------------------------------
OA1 STEELCASE 9000 VINYL WORKSURFACE ASS'Y 30"X35" 2 2 15
-----------------------------------------------------------------------------------------------
OA2 STEELCASE 9000 VINYL WORKSURFACE ASS'Y 30"X30" 2
-----------------------------------------------------------------------------------------------
OK PEDESTAL XXXXX 0 0 0 00
-----------------------------------------------------------------------------------------------
XX TABLE, VINYL SURFACE 30"X60" 1 7
-----------------------------------------------------------------------------------------------
ON DESK CHAIR 2 1 1 20
-----------------------------------------------------------------------------------------------
OO SIDE CHAIR 2 2 18
-----------------------------------------------------------------------------------------------
OP SHELVES 6 5 61
-----------------------------------------------------------------------------------------------
OQ TACK BOARD 4 4 4 48
-----------------------------------------------------------------------------------------------
OR WHITE BOARD 1 1 1 16
-----------------------------------------------------------------------------------------------
OS COAT RACK 1 1 1 16
-----------------------------------------------------------------------------------------------
OU LATERAL FILE, 36"WIDE, 3-DRAWER 1
-----------------------------------------------------------------------------------------------
OX LATERAL FILE, 42"WIDE, 3-DRAWER 1 1 7
-----------------------------------------------------------------------------------------------
OZ BINDER BIN, 30"WIDE 6
-----------------------------------------------------------------------------------------------
BINDER BIN, 60" WIDE 5
-----------------------------------------------------------------------------------------------
OAD VERTICAL FILE, 5-DRAWER 1
-----------------------------------------------------------------------------------------------
OAE VERTICAL FILE, 4-DRAWER 1
-----------------------------------------------------------------------------------------------
OAI WARDROBE CLOSET 2
-----------------------------------------------------------------------------------------------
STEELCASE 9000 LAMINATE WORKSURFACE 30X60 2 8
-----------------------------------------------------------------------------------------------
OAK DRAPERY 3
-----------------------------------------------------------------------------------------------
CONFERENCE TABLE, 7' 2
-----------------------------------------------------------------------------------------------
OAM CONFERENCE ROOM CHAIRS 14
-----------------------------------------------------------------------------------------------
OAO INTERACTION TABLES 2
-----------------------------------------------------------------------------------------------
OAP INTERACTION CHAIRS 8
-----------------------------------------------------------------------------------------------
OAQ INTERACTION AREA PLANTS 2
-----------------------------------------------------------------------------------------------
XXXXXX XXXX 00 X 42 1
-----------------------------------------------------------------------------------------------
LATERAL FILE, 42" 4-DRAWER 1
-----------------------------------------------------------------------------------------------
TASKLIGHTS 50" 2
-----------------------------------------------------------------------------------------------
PARTITION WALL PANEL 30" 2
-----------------------------------------------------------------------------------------------
GF FURNITURE - 30X66 DESKS 2
-----------------------------------------------------------------------------------------------
GF CORNER UNIT - 42 X 42 1
-----------------------------------------------------------------------------------------------
GF OVERHEAD BINS - 30" 4 8
-----------------------------------------------------------------------------------------------
STEELCASE OVERHEAD BINS 60" 2
-----------------------------------------------------------------------------------------------
STEELCASE 60" TASK LIGHT 1
-----------------------------------------------------------------------------------------------
CUSTOM CABINET/TABLE 1
-----------------------------------------------------------------------------------------------
TOTAL 329
-----------------------------------------------------------------------------------------------
Page 7 10/4/96
EXHIBIT C
RESEARCH CAMPUS
[GRAPHIC OMITTED]
EXHIBIT D
EXXON RESEARCH AND ENGINEERING COMPANY
ANNANDALE, N.J. 08801
OPTIONAL SERVICE SPECIFICATIONS
LABORATORY SERVICES/MATERIALS HANDLING
PICK-UP/DELIVERY - RECEIVING FUNCTION
o Pick-up and delivery services are requested by calling Laboratory
Services at 730-2467 or by sending a work request form to Laboratory
Services in room PC-1 57.
o The nature of the items to be handled should be indicated to ensure
that proper equipment for moving is dispatched.
o For small items, delivery to or from the loading dock, or other
location within the building, will typically be within 24 hours.
o For larger items requiring a forklift or tow motor for handling, a
longer time may be required subject to availability of the required
equipment or the need for two or more people.
o Gas cylinders can be transferred by calling 730-2467 or by sending a
work request form to Laboratory Services in room PC-157.
GLASSWARE WASHING
o Pick-up/delivery activity for glassware washing is charged separately
from the glassware washing charge at the standard pick-up/delivery
rate.
DRY ICE, LIQUID NITROGEN
o Pick-up/delivery activity associated with liquid nitrogen and dry ice
is included in the quoted rates for these materials.
o Deliveries/refills of liquid nitrogen dewars can be made by telephone
requests or by submitting a work order.
o Dry ice will be delivered to a box located in the LF/LH-2 Service
corridor. Delivery frequency will be as required to maintain an
agreed-upon inventory level in the box.
-1-
SPECIAL SECURITY
o Requests for Special Security Service should be directed to the Shift
Superintendent on 730-3068.
o Special Security Service requests requiring up to eight hours of
security officer time are generally handled on a premium time
(overtime) basis.
o For security requests involving several days or more of a security
officer's time, jobs may be handled on a regular time basis, subject
to availability of temporary, supplemental contractor personnel.
o Request for jobs of up to four work-hours effort require 24 hour's
notice. For larger job, five working days notice is required. Every
effort will be made to accommodate urgent requests for which such
notice is not feasible.
SPECIAL JANITORIAL
o Special janitorial services can be arranged by submitting a work order
to the Site Planning Office in room PA-172. For emergency work or
other urgent jobs, service can be arranged by calling 730-2222. In
such cases, the requester may be asked to subsequently confirm the
request by means of a work order.
o Notice:
+ Emergency work (endangers the health or safety of personnel)
will be handled on an as needed basis.
+ Small jobs (requiring two work-hours or less of effort) will
normally be handled within 24 to 48 hours, and are typically
completed at "regular time" hourly rates.
+ Scheduling of larger jobs may require notice of one week, or
longer under special circumstances. The requester will be
contacted to discuss scheduling for such jobs. These jobs
are normally handled at "premium time" hourly rates. Upon
request, large jobs can be handled on a lump-sum quotation
basis.
-2-
LAB VACUUM/DISTILLED WATER
o The quarterly charge for laboratory vacuum and distilled water will be
equal to one fourth of the annual charge per laboratory module,
multiplied by the number of laboratory modules to which service is
provided at any time during the quarter. Charges will be invoiced
quarterly in accordance with the terms of the Lease Agreement.
o Tenant may request connection or disconnection of service to any
laboratory module on twenty four hours notice.
HOUSE GASES
o Argon
o Carbon Monoxide (Pilot Plant Only)
o Helium
o Hydrogen
o Natural Gas
o Nitrogen
SPECIAL CONTRACTED SERVICES
o These services are obtained through contractors in areas beyond the
services provided by ER&E Facilities Engineering Division crafts.
o Several crafts including, but not limited to, painting, miscellaneous
carpentry, and minor locksmithing (e.g., minor door adjustment) will
be provided at the rate listed in Part B for labor and inclusive of
materials, subject to special orders for materials which will be
invoiced by the method described herein. Large projects (over $500.00)
can be performed on a cost plus basis. Cost plus means: labor +
materials + markup (if applicable).
o Additional services including, but not limited to, sheet metal work,
insulation, glazing, roofing, rigging, and major locksmithing (e.g.,
card reader electronic hardware) can be performed on a fixed price
quote.
o Quotes and invoicing for ER&E contracted work on a "cost plus" basis
will be through the Landlord's office.
o Estimates for this service represent a "Time and Materials/ not to
exceed" basis.
-3-
STOCKROOMS
o Tenant employees may obtain items from the mechanical, laboratory
supply and safety stockrooms
o Tenant employees are required to complete a "Materials Request" form
that will contain the item's stock number and quantity requested.
o All stock materials will be provided to Tenant employees at a cost
plus basis as indicated in Rate Schedule.
o Those safety items listed in the safety stockroom catalog that require
the services of ER&E's Health Services Division are not available to
Tenant's employees.
OFFICE FURNITURE RENTAL
o Office furniture may be leased to Tenant, subject to availability, on
a quote basis.
o There will be a minimum rental period of two months, with no
additional penalty for early return.
o Initial cleaning, delivery and removal will be provided at no
additional charge.
o Tenant shall be responsible for maintaining an inventory of ER&E
furniture if it is removed from its original destination.
FOOD SERVICES
General
o When ER&E and Tenants do not observe the same holidays, limited
Cafeteria service will be provided.
o For the indicated charge per Tenant employee, Tenant employees may use
all services of the cafeteria, sundry shop, and the atrium food
service area. Prices charged employees will be same for employees of
ER&E and other Tenants.
o Charges for Cafeteria Access will be invoiced quarterly in accordance
with the terms of the Lease Agreement.
o Food Services are provided to ER&E by a third party contractor. While
the cafeteria access is fixed for one year, food, labor or other costs
may from time to time require that the prices charged in the cafeteria
be increased. Any such increase will be equally applicable to
employees of ER&E and Tenant. ER&E will advise Tenant at least 30
calendar days in advance of any such price increase.
-4-
Special Services
Coffee Services
o Arrangements for coffee services can be made by calling the cafeteria
on extension 730-3067.
o Requests for coffee services must be received by the cafeteria no
later than 3:00 p.m. the day before service is required.
o Coffee service deliveries can only be made between 7:00 a.m. - 11:00
a.m. and between 1:00 p.m. - 3:00 p.m.
o A charge ticket must be sent to the cafeteria after arrangements are
finalized.
Luncheons/Buffets
o Arrangements for luncheons and buffets can be made by calling the
cafeteria on extension 730-3067.
o Four working days advance notice is required for executive luncheons
or buffets.
o Requests for luncheons and buffets will be priced for groups of 10 or
more. Smaller groups will be charged a 10 person minimum.
o Pricing for luncheons and buffets will be quoted on an individual
event basis with pricing depends on menu selection. Quoted prices will
include a charge for use of the conference dining facilities (if
requested).
o A charge ticket must be sent to the cafeteria alter arrangements are
finalized.
o Conference dining facilities may be used for conference functions in
conjunction with special food service functions only.
Overtime Function
o Minimum of 10 working days advance notice is required for overtime
functions.
o All arrangements for overtime functions should be made with the ER&E
Food Service Specialist, currently Xxxx Xxxxxxxx, on 730-3522.
o Pricing for Overtime functions will be quoted on an individual event
basis with pricing dependent on menu selection. Quoted prices will
include a charge for use of the conference dining facilities (if
requested), and the time of the ER&E Food Service Specialist.
o Conference dining facilities may be used for conference function in
conjunction with special food service functions only.
-5-
PHOTOGRAPHY/AUDO VISUAL
GENERAL SERVICE
Audio/ Visual
o Delivery & Set-up
o Equipment Operator
o Special A/V
Multiprojector
Audio Synch Projection
Computer Projection
Video Show
o Clinton Communication System
Lecture Hall Booth
Tie Line System
Board Room
Photography
o Standard
Portrait, Location, Publication, Special Event, Construction,
Studio Passport/Visa,ID.
o Photographic Copy
Slides, Hardcopy, Vugraphs
o Technical (Film & Video)
Micro, Macro, Time Lapse, Environmental, High Speed
o Processing
Film Developing
Printing
o Video Production, Editing
o Presentation Slides
Text (Background/Letters) Blue/White, White/Black, Black/White
Continuous Tone Copy
Color
Black & White
Vu graphs
-6-
FACILTIES ENGINEERING
o Support for normal routine mechanical and engineering work will be
provided and charged at the rates listed in Part B for those skills
normally supplied by ER&E personnel Special large jobs, such as
renovation of a laboratory or series of laboratories will be handled
on a case by case basis with negotiated cost agreements.
Requests will be sent directly to the FED Site Planning Office in PA
172 for scheduling. Invoicing will be quarterly for completed jobs to
include labor and purchased materials. Purchased materials will be
invoiced on the basis of the invoiced price plus a markup as specified
in the Optional Services Schedule. Both labor and materials may be
subject to N.J. Sales Tax which will be included in the invoice.
Mechanical Services Skill Description (Craft)
Construction Mechanic
Builds support structures, hangs fixtures, installs hoods and benches.
Minor carpentry, does small sheet metal jobs, builds enclosures (metal and
plastic). Maintains all of the preceding.
Electricians
Installs electrical power systems, control and instrumentation systems,
tele and data communications cabling, builds control cabinets. Maintains
all of the preceding.
Electronics Technician
Builds electronic support equipment such as amplifiers, data acquisition
circuits, power supplies. Maintains all of the preceding as well as
computer terminals and ancillaries, analytical instrumentation such as
G.C.'s, Mass Spec's, etc. Trouble shoots all electronic equipment. Performs
Telecom/Computer LAN cable pulls and terminations. Maintains site BAS
system and LSS systems (e.g., card readers, site clocks, PA system).
Glass Blower
Builds and repairs all types of laboratory glassware. Consults on and
designs Specialty glass equipment.
HVAC Mechanic
Installs and maintains refrigeration and air handling equipment. Will
provide tenant service on tenant owned refrigeration units.
-7-
Machinist
Manufactures specialty parts and assemblies using all machine shop tools.
Repairs and makes parts for specialty equipment. Capable of close tolerance
tool and die shop work.
Pipe Fitter
Constructs units and pilot plants comprised of flow, pressure and
temperature controlling devices interconnected by tubing and pipe composed
of any material. Also installs and maintains services piping systems.
Regulator Room
Assembles, overhauls, tests and calibrates pressure regulators and pressure
relief valves for all services encountered on the site.
Welder
Welds, Brazes and solders components and assemblies made and/or required by
other skills. Makes Maintenance repairs on equipment and assemblies.
Engineering and Design Services
Engineer
Consults on, conceives of, specifics equipment and assemblies and
arrangements of mechanical components and instrumentation to fulfill the
customers requirements for research support units and pilot plants. Certain
individuals also support special requirements for HVAC equipment and plant
utilities and environmental controls.
Designer
Assists engineers in the development of a project and the documentation for
construction and modification of equipment and facilities. Handles small
and special design projects.
Other Exempt Services
Contracts Coordinator
Handles the specification, contracting, Supervision and management of work
that is not normally performed by ER&E personnel such as: rigging,
painting, locksmithing, insulation, major sheet metal work, iron work and
any other specialty skill.
-8-
CENTRAL PRINTING FACILITIES
Major Services
- Lithography (Offset Printing)
- Duplicating
- Finishing (Bindery)
- Vugraphs/Photostats
Other Services
- Printing Consultation - Plate Making
- Large Volume Printing - Scoring
- 4-Color Process Printing - Perforating
- Multi-Color Printing - Stitching
- Label Printing - Drilling
- Envelope Printing - Collating
- NCR Form Printing - Cutting
- Film Negatives - Folding
- Film Positives - Padding
- Screened (Halftone) Negatives - Shrink Wrapping
- Vu-Graphs - Binding
- Photographs - Saddle Stitching
- Posterizations - Slash Tabs
- Color Tabs - Special Papers
- Blueprints
- The Clinton and Florham Park Xerography Satellites handle fast turn
around work that is usually needed the same or following day. Work is
in black ink only and consists of no more than 50 originals and 200
copies.
- In some cases, it is advisable to discus Reprographic requirements
with the Central Printing Facility Coordinators, by phone or in
person. Discussions should be held as early as possible to insure that
all requirements can be met within the allocated time. The contact
phone numbers are: Clinton/Linden - 474-3824 and 474-2853 and Florham
Park - 765-1058.
-9-
GRAPHIC DESIGN FACILITIES
Services
- Binders and Tabs (Design & Procure)
- Brochure Design
- Cartography
- Certificates & Printed Awards
- Computer Generated Visuals
- Flyers
- Graphic Design
- Manuals Preparation
- Name Badges/Meeting I.D.'s
- Newsletter Design
- Presentation Visuals
- Phototypesetting
- Posters/Signs
- Technical Illustration
- Telecommunication to the Typesetter (Prior arrangement with local
contact required)
- On occasion, subcontractors will be used to supplement internal
services. These costs will be borne directly by the client, but
handled through Graphic Design. All such costs shall be approved by
the client prior to commencement of the job.
-10-
MAIL SERVICE
TELECOMMUNICATION SERVICES
ANALYTICAL SERVICES
COMPUTER TRAINING ROOM
FITNESS CENTER
VIDEO TELECONFERENCING SERVICE
INFORMATION CENTER
These Optional Services are available but discussions between Tenant and
service providers are necessary to determine projected levels of service
required by Tenant.
-11-
EXHIBIT D (Continued)
EXXON RESEARCH AND ENGINEERING COMPANY
ANNANDALE, N.J. 08801
OPTIONAL SERVICES SCHEDULE
(PART B)
SERVICE 1996
=======================================================
FOOD SERVICE
Cafeteria Access $700/year/
employee
Special Functions
Coffee Services Quote
Luncheons & Buffets Quote
Overtime Functions Quote
=======================================================
LAB SERVICES/
MATERIAL HANDLING
Liquid Nitrogen $43.00/220 L Dewa
Small Quantities $.25/litre
Dry Ice $13.10/40 lb
Box
Glassware Washing
Pick-up/Delivery $34.60/hr.
Washing $20.00/load
(2 cu ft bin)
Receiving, Pick-up/
Delivery $34.60/hr.
=======================================================
-12-
SERVICE 1996
=======================================================
SPECIAL JANITORIAL
Regular Time $14.40/hr.
Premium Time $19.70/hr.
=======================================================
SPECIAL SECURITY
Regular Time $14 45/hr.
Premium Time $20.65/hr.
Equipment Quote
Keys $3.50/key
(extra/replacement)
ID Cards $7.50/card
(replacement)
=======================================================
CONFERENCE DINING ROOM $50.00/day
=======================================================
CONFERENCE ROOM - CCMO3 $60.00/day
$40.00/4 hrs.
=======================================================
TRAINING ROOM (CA 1221)
Full Room $75.00/day
$50.00/4 hrs.
Half Room $40.00/day
$25.00/4 hrs.
=======================================================
LECTURE HALL $150.00/day
$100.00/4 hrs.
=======================================================
-13-
SERVICE 1996
=======================================================
TELECOMMUNICATIONS
Trunk Support $4.00/trunk/mo.
RJ11, Modem Line $8.00/line/mo.
Voice Line only $5.00/line/mo.
STE + Voice Line $7.00/set/mo.
ITE4 + Voice Line $10.00/set/mo.
ITE12 + Voice Line $13.00/set/mo.
ITE12S + Voice Line $14.00/set/mo.
ITE12SD + Voice Line $16.00/set/mo.
ITE24D + Voice Line N/A
ITE3OD + Voice Line $17.00/set/mo.
Async Digital
Interface, ADI 100 $5.00/unit/mo.
LANmark LDI 400 $8.00/unit/mo.
LANmark LDI 410 $10.00/unit/mo.
Voice Mailbox $5.00/box/mo.
Paging Service $75.00/report
Paging Line $14.00/line/mo.
Moves/Adds/Changes $50.00/hr.
Billing Rep. (5.25"
Disk) $50.00/mo.
Call Detail Record $10/ext./mo.
Equipment List Record $10/report
=======================================================
SATELLITE EDUCATION COURSES $250.00/course/
student
=======================================================
-14-
SERVICE 1996
=======================================================
HOUSE GASES
Natural Gas Service rate
(100 SCF)
Nitrogen $0.40/100 SCF
Argon $5.76/100 SCF
Helium $14.76/100 SCF
=======================================================
FACILITIES ENGINEERING
Engineering $101.50/hr.
Other Professional $101.50/hr.
Design $70.90/hr.
Other Exempt $70.90/hr.
Craft (electrical, $54.70/hr.
mechanical, pipe
fitting, welding,
construction, etc.)
Miscellaneous $41.50/hr.
(Painting, locksmith,
xxxxx, carpentry)
Project Work Quote
(Sheetmetal, Glass, (cost + 10%)
Insulation, Riggers
and other Contracted
work)
=======================================================
LAB VACUUM/ $19.00/lab
DISTILLED WATER module/mo.
=======================================================
OFFICE FURNITURE RENTAL Quote
=======================================================
-15-
SERVICE 1996
=======================================================
PHOTOGRAPHY/ AUDIO - VISUAL
Photographer/
Operator $120.00/hr.
Equipment Rental Quote
--------------------------------------
Cost of Equipment Rentals will be
based on available and individual
specific needs. Renter will be
charged for repair or replacement
in the event of breakage or loss.
--------------------------------------
=======================================================
CENTRAL PRINTING FACILITY Quote
=======================================================
GRAPHIC DESIGN SERVICES $105.00/hr.
--------------------------------------
Premium charges will be quoted in
advance, if based on assessment of
the work and its impact on overall
services, the work involves a heavy
production time investment in a short
period of time requiring 1) significant
rescheduling of work in progress or
2) overtime.
--------------------------------------
=======================================================
STOCKROOMS
Mechanical Cost + 15%
Chemical Cost + 22%
PURCHASED MATERIALS Cost Plus
(other than < $1000 + 10%
ER&E stockrooms) $1000 & up + 5%
-16-
SERVICE 1996
=======================================================
MAIL SERVICE (1) $30,765/year
(up to 120
employees)
=======================================================
ANALYTICAL SERVICES (1)
Standard Nuclear Magnetic
Resonance (NMR) Analysis
Mass Spectrometry (MS)
Non-professional $110.00/hr.
Professional $175.00/hr.
=======================================================
COMPUTER TRAINING ROOM (1) $160.00/day
Software Setup &
Cleanup $92.00/hr.
=======================================================
INFORMATION CENTER (1)
Access Fee Available
Upon Request
Reference Questions
(15 minutes or more) $125.00/hr. *
Technical Searching $125.00/hr. *
Current Awareness $125.00/hr. *
Editing $125.00/hr.
* Plus outside online charges or service fees
=======================================================
FITNESS CENTER (1)(2) $90/year/
employee
=======================================================
VIDEO TELECONFERENCING (1) $150/hr.
(Plus outside
fees)
=======================================================
(1) Availability of these services are
subject to separate agreement between
the parties.
(2) Subject to Indemnification
-17-
EXHIBIT E
OPERATING PAYMENT
LG-1
ANNUAL $
TOTAL TENANT
SITE SHARE
2.32%
JANITORIAL 518,623 12,032
SITE SECURITY 545,752 12,661
GROUNDS 222,215 5,155
SOLID WASTE REMOVAL 52,963 1,229
FACILITIES M&R 605,746 14,053
SITE OPERATIONS 3,030,244 70,302
LOCAL HVAC 675,426 15,670
TOTAL ANNUAL 5,650,970 131,103
EXHIBIT F-1
UTILITY CHARGES
Electric Power
Direct Metering
o One hood exhaust fan dedicated to LG-1 (one meter)
o Nine 208/120 volt laboratory power distribution panels (nine meters)
Allocation
o Lighting by allocation based upon a survey of light fixtures and hours of
operation, allowing for a diversity factor during occupied hours.
o Power for all 208/120 volt office connected loads from equipment
(including, without limitations, computers and research equipment) based
upon mutually agreed upon survey.
o Power for operating the heating, ventilation, and air conditioning
equipment supplied from Level 0 mechanical space in the LE/LG wing to the
entire LE/LG wing.
- Tenant's allocated share shall be the same ratio as Tenant's
metered hood air exhaust from the LG-1 space to the total metered
hood air exhaust from the LE/LG wing.
- Fan coils and emergency lighting prorated (one meter for the
North Laboratory Building).
Costs
o Unit cost shall be the unit cost for electric power as set forth in Exhibit
F-2. Total cost to the Tenant is the product of the cost per kwh multiplied
by the metered, allocated and prorated kwh.
-0-
Xxxxx Xxxxxxx Water for Space Cooling
Allocation
o Metering of ton hours of house chilled water to the LE/LG wing with
flow/energy meters. Tenant's allocated share shall be in the same ratio as
Tenant's metered hood air exhaust from the LG-1 space to the metered total
hood air exhaust from the LE/LG wing.
Costs
o Unit cost shall be the site unit cost for house chilled water as set forth
in Exhibit F-2. Total cost to Tenant is the product of the cost per ton
hour multiplied by the estimated ton hours allocated to the Tenant.
House Hot Water for Space Heating
Allocation
o Metering of ton hours of house hot water to the LE/LG wing with flow/energy
meters. Tenant's allocated share shall be in the same ration as Tenant's
metered hood air exhaust from the LG-1 space to the metered total hood air
exhaust from the LE/LG wing.
Costs
o Unit cost shall be the site unit cost for house hot water as set forth in
Exhibit F-2. Total cost to Tenant is the product of the cost per ton hour
multiplied by the estimated ton hours allocated to the Tenant.
Steam for Humidification, HVAC and Process Use
Allocation
o Metering of pounds of steam for humidification, HVAC, and process use to
the LE/LG wing with steam meters. Tenant's allocated share shall be in the
same ratio as Tenant's metered hood air exhaust from the LG-1 space to the
metered total hood air exhaust from the LE/LG wing.
-2-
Costs
o Unit cost shall be the site unit cost for steam hot water as set forth in
Exhibit F-2. Total cost to Tenant is the product of the cost per 1,000
pounds of steam multiplied by the estimated number of 1,000 pound units of
steam allocated to the Tenant.
Lab Process Chilled Water
Allocation
o The ton hours of lab process chilled water to the LG-1 wing consumed per
year shall be calculated based upon a survey of Tenant's loads.
Costs
o Unit cost shall be the site unit cost for lab process chilled water as set
forth in Exhibit F-2. Total cost to Tenant is the product of the cost per
ton hour multiplied by the allocated ton hours for LG-1.
-3-
EXHIBIT F-2
UTILITIES
Utilities: 1996 Projected Rates
Electric $ 0.0813/KWH
House Chilled Water $ 0.173/ton hr
House Hot Water $ 0.176/ton hr
Steam $ 11.90/1000 lbs
Lab Process Chilled Water $ 0.15/ton hr
EXHIBIT F-3
Estimated 12 month utility consumption - LG-1.
1997 ESTIMATE
-------------
Electrical
HVAC Equipment 221,689 kwh
Lighting/Emergency Power 118,650 kwh
Appliance Power 206,175 kwh
House Chilled Water 98,589 ton hours
House Hot Water 97,220 ton hours
Steam (Humidification, HVAC, Process) 557 k-lbs
Lab Process Chilled Water 10,000 ton hours
EXHIBIT F-4
UTILITY CHARGE CALCULATION
Example: JCP&L is granted an electrical rate increase effective April 13, 1997
Calculation: Using the previous 12 months of site electrical consumption data
and the new JCP&L rate structure, the calculation shown in the table below
will be used to project the effect of this rate increase. The projected
increase will then be applied to the Tenant's utility charges effective the
month following the electrical rate change. Hence, in the example provided
below, effective May 1, 1997, Tenant's utility charges increase over the
then-current charge by 2.6%.
------------------------------------------------------------------------------------------------------------------
Previous Rate (Effective 1/1/97) New Rate (Effective 4/13/97)
------------------------------------------------------------------------
Description Total Units(1) General Service Transmission (GT) General Service Transmission (GT)
------------------------------------------------------------------------
Unit Cost 12 Mo. Charge Unit Cost 12 Mo. Charge
------------------------------------------------------------------------------------------------------------------
Customer Charge 12 months $ 235.52 $ 2,826.24 $ 235.52 $ 2,826.24
Demand Charge
June thru September 23,227 $ 9.22/KW $ 214,152.94 $ 10.10/KW $ 234,592.70
October thru May 39,502 $ 8.31/KW $ 328,261.62 $ 8.75/KW $ 345,642.50
Energy Charge
On-Peak KWH 14,139,000 $ 0.07221/KWH $ 1,020,977.19 $ O.07421/KWH $ 1,049,255.19
Off-Peak KWH 25,397,000 $ O.06231/KWH $ 1,582,487.07 $ 0.06231/KWH $ 1,582,487.07
Power Factor Charge
Excess KVA 22,138 $ 0.43/KVA $ 9,519.34 $ 0.43/KVA $ 9,519.34
Energy Adjustment (ECA)
Total KWH 39,536,000 $ 0.OO3347/KWH $ 132,326.99 $ 0.003847/KWH $ 152,094.99
============== ==============
Total Charges $ 3,299,551.39 $ 3,376,418.03
------------------------------------------------------------------------------------------------------------------
Total Projected Increase $ 85,866.64
==================================================================================================================
Percent Increase (Utility rate increase effective May 1, 1997) 2.6%
==================================================================================================================
Note: (1) Cummulative site totals for previous 12 months
EXHIBIT G
LETTER OF CREDIT AGREEMENT
THIS AGREEMENT made this 25th day of November, 1996 by and between EXXON
RESEARCH AND ENGINEERING COMPANY ("Beneficiary") and PATHOGENESIS CORPORATION
("Tenant").
WHEREAS, Beneficiary and Tenant are entering into a certain Lease Agreement
of even date herewith (the "Lease") pursuant to which Tenant has leased from
Beneficiary, as landlord, certain premises located at Xxxxx 00 Xxxx, Xxxxxxxxx,
Xxx Xxxxxx; and
WHEREAS, as a condition to entering into the Lease, Beneficiary is
requiring Tenant to deliver, and Tenant has agreed to deliver, an irrevocable
letter of credit in favor of Beneficiary as collateral security for the payment
and performance of Tenant's obligations to Beneficiary under the Lease; and
WHEREAS, Beneficiary and Tenant desire to enter into this Agreement in
order to fully set forth and evidence their agreement with respect to such
letter of credit;
NOW, THEREFORE, in consideration of the foregoing and the terms set forth
below, Beneficiary and Tenant agree as follows:
1. Concurrently with the execution and delivery of this Agreement, Tenant
shall deliver to Beneficiary, as collateral security in favor of Beneficiary for
the payment and performance of Tenant's obligations under the Lease, a letter of
credit (the "Letter of Credit") substantially in the form attached hereto as
Schedule A. The initial Letter of Credit, and each replacement Letter of Credit
delivered hereafter in accordance with this Agreement, shall: (a) be
irrevocable; (b) be for a term of not less than 12 months, commencing not later
than the expiration date of the Letter of Credit in place that it is replacing;
(c) be issued only by a financial institution reasonably acceptable to
Beneficiary; (d) require thirty (30) days' notice to Beneficiary prior to its
expiration and automatic renewal for one year in the event such notice is not
given; and (e) otherwise be in form and substance reasonably acceptable to
Beneficiary. The obligation of Tenant to provide a Letter of Credit to
Beneficiary hereunder shall commence on the date of this Agreement and shall
continue until December 1, 2001 (the "Expiration Date"), unless such Expiration
Date is extended by Tenant and Beneficiary.
2. The amount of the initial Letter of Credit delivered hereunder (the
"Initial LC") shall be $675,000. The amount of each Letter of Credit delivered
as a replacement Letter of Credit thereafter (each, a "Replacement LC") shall be
$675,000.
3. The Initial LC shall have a term of twelve (12) months commencing on
December 2, 1996 (the "Initial Term"). Not later than sixty (60) days prior to
the expiration of the Initial Term and the term of any Replacement LC delivered
hereunder, Tenant shall deliver to Beneficiary a Replacement LC satisfying all
of the terms and conditions set forth in this Agreement.
4. In the event Tenant fails for any reason to deliver any Replacement LC
in accordance with this Agreement on or before the dates referred to in Section
3, then Beneficiary shall have the absolute right, on and after such dates, to
draw the entire then unused principal amount of any Letter of Credit which is
then in effect and to deposit the same into an account to be held as security
and applied in accordance with the provisions of Article 14 of the Lease. In
such event, Tenant shall be entitled to receive any interest on funds deposited
into such account.
5. Tenant agrees to pay all costs and expenses associated with the Initial
LC and all Replacement LC's and any drawing(s) made by Beneficiary thereunder.
6. Beneficiary's rights to draw against any Letter of Credit are set forth
in the Lease and each Letter of Credit issued in accordance with this Agreement,
and no provision of this Agreement shall be construed to limit any right or
remedy of Beneficiary or any affiliate of Beneficiary in law or in equity or
under the Lease, any Letter of Credit, or any other agreement between
Beneficiary and Tenant or their respective affiliates.
7. This Agreement shall be governed by and construed in accordance with the
laws of the State of New Jersey, without giving effect to choice or conflicts of
laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
PATHOGENESIS CORPORATION
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
EXXON RESEARCH AND ENGINEERING COMPANY
By: /s/ Xxxxxxx Xxxxx
-------------------------------------
Name: A.M. Xxxxx
Title: Vice President
SCHEDULE A
FORM OF IRREVOCABLE LETTER OF CREDIT
Beneficiary: Exxon Research and Engineering Company
Applicant/Account Party: Pathogenesis Corporation
Expiration Date: ___________________, _____p.m.
Exxon Research and Engineering Company
Xxxxx 00 Xxxx, Xxxxxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
Gentlemen and Ladies:
We hereby establish in your favor this Irrevocable Letter of Credit
Numbering the amount of Six Hundred Seventy-Five Thousand Dollars ($675,000).
Drawings hereunder are available with us against your drafts drawn at sight
on us, bearing the clause "Drawn under [name of bank] Irrevocable Letter of
Credit No. _____" and accompanied by Beneficiary's signed statement reading:
"The amount of this drawing represents a sum payable to Exxon Research and
Engineering Company as Pathogenesis Corporation has defaulted under a
certain Lease Agreement between said parties dated ________, 1996 (the
"Lease").
This draft has been drawn and presented under and is in
compliance with the terms of your Irrevocable Letter of
Credit No. __________;"
OR
"The amount of this drawing is payable to Exxon Research and
Engineering Company as Pathogenesis Corporation has
defaulted under a certain Letter of Credit Agreement between
said parties dated _______, 1996.
This draft has been drawn and presented under and is in
compliance with the terms of your Irrevocable Letter of
Credit No. __________;"
OR
"The expiration date of this Letter of Credit will occur in
sixty (60) days or less and Pathogenesis Corporation has not
furnished to Exxon Research and Engineering Company a
replacement Letter of Credit which conforms to the
requirements of a certain Letter of Credit Agreement between
said parties dated __________, 1996.
This draft has been drawn and presented under and is in
compliance with the terms of your Irrevocable Letter of
Credit No. __________;"
[name of bank] will notify Exxon Research and Engineering Company in
writing by certified mail, return receipt requested, or by courier at Xxxxx 00
Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, ATTN: Leasing Manager, not less than thirty
(30) days prior to the expiration date of this Letter of Credit. In the event
that [name of bank] fails to so notify Exxon Research and Engineering Company,
this Letter of Credit shall automatically be renewed without amendment for a
period of one year.
Such draft(s) and signed statement shall be dated and shall be presented by
you or your agents at our office at [insert designated address of bank]. This
Letter of Credit shall accompany all drafts and documents. We agree that all
drafts drawn under and in compliance with the terms of this Irrevocable Letter
of Credit shall be fully honored upon presentation prior to the expiration date
hereof as set forth above.
Partial drawings and multiple drawings are permitted hereunder, provided
that conforming drawings shall not exceed, in the aggregate, the then amount of
this Letter of Credit.
Please direct all correspondence in connection with this Letter of Credit
to the address stated at the head hereof.
This Letter of Credit is only assignable or transferable in connection with
a sale to a subsequent owner of Exxon Research and Engineering Company's
interest in the Demised Premises, as defined in the Lease.
This Letter of Credit is subject to the Uniform Customs and Practice for
Documentary Credits (1983 revision) International Chamber of Commerce
Publication No.400.
[Name of Bank]
By:_________________________________
Name _______________________________
Title:______________________________
Date:_______________________________
EXHIBIT H
RULES AND REGULATIONS RELATING TO
THE USE AND HANDLING OF HAZARDOUS MATERIALS
1. Responsibility
Tenant shall be solely responsible for its hazardous waste materials,
activities and disposal.
2. Laboratory Fire Protection
Operations in laboratories shall be consistent with requirements for Class
C Laboratories given in NFPA 45 - "Fire Protection for Laboratories Using
Chemicals".
3. Labeling
Tenant shall label all hazardous waste materials with at least the
following information:
- Tenant organization
- Individual generator's name, room and telephone number
- Correct chemical name(s) of the material
- Characteristic class of material
- Date(s) at which the material was declared a waste
- All appropriate special handling or emergency response information
4. Accumulation and Storage
All waste materials shall be accumulated and stored only in the Demised
Premises.
5. Transportation & Transfer
Tenant shall neither transport nor permit to be transported wastes through
Common Areas except in drums or other sealed metal containers, unless each
container is placed in a second sturdy metal container and surrounded by
cushioning absorbent such as vermiculite, and then only via service
corridors, freight elevators and Level 0 corridors.
Chemicals shall not be transported through Common Areas in unprotected
glass containers. Suitable protection is required, such as a rubber bottle
carrier, a secondary rigid metal container with anti-shock padding, or
packing suitable for shipping.
The movement of any hazardous material or hazardous wastes or the transfer
of same from one container to another shall only be made in designated,
spill controlled areas. and not over open ground, gravel, or other
locations where a discharge could enter the soil.
-1-
6. Reporting of Spills and Releases
All spills and releases (whether in the Demised Premises, elsewhere in the
Building or exterior to the Building) not otherwise permitted under the
conditions of the Agreement, must be reported to Landlord in accordance
with current site emergency spill notification procedures.
-2-
EXHIBIT I
INSTRUCTIONS FOR POTENTIALLY PROBLEMATIC DISCHARGES
TO AWTP
The Following May NOT Be Discharged (unless otherwise agreed by Landlord):
o heavy hydrocarbons, e.g. gasoline, kerosene, oil
o selenium
o dichloroethane
o radioactive materials
o pathogenic wastewater (sanitary waste)
o pesticides/herbacides
o PCB's
The following MAY BE discharged, but REOUIRE NOTIFICATION to the Utilities
Engineer for even small quantities or concentrations from each lab prior to the
occasion of the first such discharge ONLY, unless quantities or frequency
subsequently increase substantially.
o acetonitrile o hydroquinone
o acrolein o lactonitrite
o benzene o manganese
o benzo(a)anthracene o morpholine
o benzonitrile o methyldiethanolamine
o benzyl chloride o monoethanolamine
o bis-(2-chloroethoxy) methane o methylethylketone
o bis-(2-chloro isopropyl) ether o methylisobutylketone
o 4-bromophenyl phenyl ether o nitrite
o chelating agents including o nonanol
o EDTA and NTA o 2-octanol
o 4-chloro-3-methyl phenol o oxydipropionitrile
o 4-chlorophenyl phenyl ether o phosphates
o crotonaldelhyde o picric acid
o cyanide o n-propylbenzene
o diethanolamine o pyridine
o dichlorobenzenes o salicylic acid
o dichlorophenols o soluble highly colored
o dinitrophenol materials
o dinitrotoluenes o tartrates
o ethers o toluene
o ethylenediamine o trichlorobenzene
o ethylene dichloride o trichloroethane
o formaldehyde o trichlorophenol
o hexachlorobenzene o urethane
o hexachlorocyclopentadiene o xylenes
o hexane
-1-
The following require notification only in large quantities (>25 gal/day) or
high concentrations (>300 ppm) or as noted (concentrations of >300 ppm but in
quantities of (1 gal/day are exempt).
o total dissolved solids (concentrations >1000 ppm)
o emulsifiers
o surfactants
o detergents
o acids ( < pH 5; > 50 gal.)
o bases ( < pH 10; > 50 gal.)
o ammonia
-2-
EXHIBIT J
AGREEMENT OF CROSS-INDEMNIFICATION
This Agreement is made by and between the undersigned parties, effective as
to each on the date accompanying each patty's signature.
WHEREAS the parties to this Agreement are each occupants of space in the
Clinton Township research facility (the "facility") operated by Exxon Research
and Engineering Company ("ER&E"), and
WHEREAS each acknowledges that emergencies which occur at the facility are
addressed by an Emergency Control Force composed of employees of ER&E as well as
employees of other major site occupants;
NOW, THEREFORE, in consideration for the services of the Emergency Control
Force, each signatory below agrees as follows:
(1) None of the Emergency Control Force personnel will be held liable by
the signatory for any actions taken in responding to an Emergency at
the facility; and
(2) Each signatory shall indemnify and hold harmless the other signatory
and the other occupants of the facility, as well as the agents and
employees of such other signatory and occupants, from and against any
and all claims brought by its own employees, agents or invitees and
arising out of any act or omission, including negligence, of the
Emergency Control Force personnel which may occur while carrying out
their duties in responding to an emergency at the facility.
IN WITNESS WHEREOF, each xxxxx hereto has duly executed this Agreement as
of the day and year accompanying each such party's signature.
EXXON RESEARCH AND ENGINEERING PATHOGENESIS, INC.
By: /s/ Xxxxxxx Xxxxx By: Xxxx Xxxxxxxxx
-------------------------- -----------------------------
Title: Vice President Title: Vice President
Date: November 22, 1996 Date: Nov. 25, 1996
Exhibit K
EXXON RESEARCH AND ENGINEERING COMPANY
CLINTON SITE BUILDING RULES AND REGULATIONS
1. Tenant employees assigned to Clinton Township Site will be issued
"permanent" identification cards which will indicate their employee
status. These identification cards will be encoded for general site
access. Identification cards will remain the property of Exxon Research
and Engineering Co. Other employees, agent, invitees or licensees of
Tenant will be issued temporary or permanent identification cards as
required for appropriate access to the facility upon written request of
Tenant.
All employees, agents, invitees or licensees of Tenant must visible
display identification cards at all times within the Building. Any lost or
misplaced identification card must be reported immediately to the Shift
Superintendent. Any such card will be "locked out of the access system and
the holder will be issued a new identification card and a new access
(encoding) number.
Tenant employees assigned to the Clinton Township site will also be issued
keys to the Demised Premises. Such keys will remain the property of ER&E,
and will be returned to ER&E by Tenant at the expiration or earlier
termination of this Agreement. Any lost or misplaced key must be reported
immediately to the Shift Superintendent, and the holder will be issued a
replacement key.
2. The card key access door at the Main Lobby entrance will allow access to
the Main Lobby 24 hours per day, 365 days per year.
3. Between the hours 6:30 a.m. to 7:00 p.m., except on Saturday, Sunday and
holidays, employees may enter the main site Building via any electronic
card key access doorway programmed to accept their card key.
4. All persons entering or leaving the site between the hours of 7:00 p.m.
and 6:30 a.m. weekdays and at all hours on weekends and holidays will be
logged in and out at the Life, Safety and Security Center ("LSSC") located
in the Main Lobby.
5. All vehicles entering or leaving the site must display proper visible
identification. Employees assigned to the Clinton facility may obtain
vehicle decals from the Shift Superintendent. Access through the Route 31
Gate is controlled by the employee's ID card. All vehicles must follow the
instructions of the security officer at each of the site entrance gates
when the gate is in use.
-1-
6. Vehicles of Tenant employees, agents, invitees or licensees are subject to
inspection at any time when entering or leaving the site. Tenant employees
wishing to transport either company or personal material off the Clinton
site must have a Gate Pass signed by their Management representative. Gate
Passes are available, along with complete procedural information, from the
LSSC Operator.
7. Vehicles of Tenant employees, agents, invitees or licensees shall be
operated in such a manner as to comply with all site driving and parking
regulations. This shall include, but is not limited to, posted speed
limits, stop and yield signs, and reserved and no-parking areas. Landlord
may report to the appropriate Tenant management any person found to be in
violation of these regulations.
8. Except within your company's area, pictures (including still photographs,
moving pictures, film and video) may not be taken of any aspect of the
Clinton Township Site (including without limitation the Common Areas,
buildings, laboratories, pilot units, equipment or grounds) without the
Facilities and Services Coordinator's prior approval.
9. All Tenant key requests shall be in writing to the Shift Superintendent.
Tenant employees may request to have their office door unlocked in the
event they have misplaced their office keys by contacting the LSSC
Operator. The office will be opened as soon as practicable.
10. Tenant shall exercise reasonable precautions to protect its personal
property from loss or damage by keeping doors to unattended areas locked.
Tenant shall also report any thefts or losses to the Shift Superintendent
as soon as reasonably possible after discovery and shall notify the Shift
Superintendent of the presence of any person whose conduct is suspicious,
who causes a disturbance or who fails to display proper visible
identification while in the Building.
11. ER&E shall not be responsible to the Tenant, its agents, employees,
invitees or licensees for the loss of money, jewelry or other personal
property from their company's areas, Common Areas or Clinton Township's
Site generally.
12. Tenant is requested to lock all office doors and to turn off all lights
and nonessential appliances at the close of the working day.
13. The Shift Superintendent reserves the right to deny entrance to the
Building or to remove any person or persons from the Building in any case
in which the conduct of such person or persons involves a hazard or
nuisance to any tenant or to the public, or in the event of a fire, riot,
civil commotion or similar disturbance or other emergency involving risk
to the Building, tenants or the general public.
-2-
14. Sidewalks, doorways, vestibules, halls, stairways and other similar areas
shall not be used for the disposal of trash, be obstructed by Tenant or
used by Tenant for any purpose other than ingress or egress from their
company's areas and for going from one to another part of the Building,
unless expressly approved by the Facilities and Services Coordinator in
writing.
15. Tenant shall keep their company's areas neat and clean. Nothing shall be
swept or thrown into the corridors, halls, elevator shafts or stairways,
nor shall Tenant place any trash receptacles in these areas.
16. Plumbing fixtures and appliances shall be used only for the purpose for
which designed, and no sweepings, rubbish, rags or other unsuitable
material shall be thrown or placed therein. Costs rising out of damage to
any such fixture or appliances resulting from misuse by Tenant shall be
paid by Tenant.
17. Tenant shall give prompt notice to Facilities and Services Coordinator of
any accidents to or defects in plumbing, electrical fixtures or heating
and cooling equipment. Liquids or other materials or substances which will
cause injury to the plumbing shall not be put into the lavatories, water
closets or other sanitary plumbing fixtures by Tenant, its agents,
employees, invitees, or licensees.
18. No portion of your company's area shall at any time be used for cooking,
sleeping or lodging quarters. No birds, animals or pets of any type, with
the exception of guide dogs accompanying visually handicapped persons,
shall be brought into or kept in or about your company's areas unless
expressly permitted by the Facilities and Services Coordinator in writing.
19. No food, soft drink or other vending machine shall be installed within
your company's area without the Facilities and Services Coordinator's
prior written consent.
20. Tenant shall not make or permit any loud, improper or inappropriate noises
in the Building or otherwise interfere in any way with other tenants or
persons having business in the Building.
21. Tenant shall not conduct or permit to be conducted any auction in your
company's area.
22. Tenant shall not solicit from or circulate advertising material among
other tenants of the Building except via regular use of US mail service.
Tenant shall notify the Facilities and Services Coordinator if it comes to
its attention that any unauthorized person is soliciting from or causing
annoyance to Tenant, its agents, employees, invitees, or licensees.
-3-
23. Tenant shall not install or cause to be installed television, citizen's
band radio, microwave/satellite dish, or any other type of antenna on the
roof of the Building or outside of their company's areas without the
Facilities and Services Coordinator's written approval.
24. Tenant shall not remove Building Standard window covering nor install any
other window covering between the Building and exterior windows.
25. Tenant shall place all indoor potted plants requiring water, within
containers capable of collecting any water overflow.
26. Tenant shall not tamper with or attempt to adjust temperature control
thermostats for the Common Areas.
27. Except for office supplies, documents and other items of a incidental
nature, equipment and materials shall be transported to and from your
company's areas only via service corridors, freight elevators and Level O
corridors.
28. Smoking is permitted only in the Lobby Smoking Room (CA108), the
designated smoking area in the Cafeteria (during Cafeteria Operating
hours) and outside the building, (except in areas that are designated as
"Smoking Prohibited"; e.g. the pilot plant service court).
-4-
EXHIBIT L
FORM OF NON-DISTURBANCE AGREEMENT
AGREEMENT made the _____ day of ___________, 1996, between EXXON CAPITAL
CORPORATION, a Delaware corporation having an office at 0000 Xxx Xxxxxxx Xxxx.,
Xxxxxx, XX 00000-0000 ("Prime Landlord"), and PATHOGENESIS, INC., a
_________________ corporation having an office at 0000 Xxx Xxxxxxx Xxxx, Xxxxx
000, Xxxxxx, Xxxxxxxx 00000 ("Sub-tenant"),
WITNESSETH, WHEREAS: Prime Landlord is the owner of premises in the
Township of Clinton, County of Hunterdon and State of New Jersey known as Lot 30
in Block 30 on the Clinton Township tax map, together with all the improvements
thereon and appurtenances thereto, and being also served by an access easement
to Xxxxx Xxxxxxx 00 across Lot 17 in Block 30 on the Clinton Township tax map,
which premises are subject to a certain lease dated as of September 1, 1983 and
amended as of May 26, 1988 (the "Prime Lease"), made to Exxon Research and
Engineering Company, as tenant (the "Sublessor"); and
Sublessor, as lessor, and Subtenant, as lessee, have entered into a
sublease of part of said premises (the "Sublease"), and the parties hereto
desire to assure Subtenant's possession of the sublet premises upon the terms
and conditions of the Sublease, irrespective of a termination of the Prime
Lease;
NOW, THEREFORE, in consideration of the covenants hereinafter set forth,
the parties hereto hereby covenant and agree as follows:
1. (A) If the current term of the Prime Lease, or any renewal thereof,
shall terminate before the expiration of the term of the Sublease, as the
Sublease may be renewed in accordance with the terms thereof, for any reason
other than condemnation, fire or other damage, the Sublease, if then in
existence, shall continue as a lease between Prime Landlord as lessor, and
Subtenant, as lessee, with the same force and effect as if Prime Landlord and
Subtenant had entered into a lease as of the date of the termination of the
Prime Lease, containing the same terms, covenants and conditions as those
contained in the Sublease, including the rights of renewal thereof, for a term
equal to the unexpired term of the Sublease.
-1-
(B) Any option which shall be or become vested in Subtenant to cancel the
Sublease, because of default of Sublessor, shall be ineffective unless Subtenant
shall give Prime Landlord notice thereof, and Prime Landlord shall fall to cure
such default within the time and in the manner Sublessor would have been
authorized to do had Sublessor simultaneously received such notice.
2. From and after such termination of the Prime Lease:
(A) Subtenant will attorn to Prime Landlord, and Prime Landlord will
accept such attornment.
(B) Prime Landlord will have the same remedies by entry, action or
otherwise for the nonperformance of any agreement contained in the Sublease for
the recovery of rent, for the commission of any waste or for any cause of
forfeiture which Sublessor had or would have had if the Prime Lease had not been
terminated.
(C) From and after the time of such attornment, Subtenant shall have the
same remedies against Prime Landlord for the breach of an agreement contained in
the Sublease that Subtenant might have had against Sublessor if the Prime Lease
had not been terminated, except that Prime Landlord shall not be (i) liable for
any act or omission of Sublessor, (ii) subject to any offsets or defenses which
Subtenant might have against Sublessor, or (iii) bound by any Rent or Additional
Rent (as defined in the Sublease) which Subtenant might have paid in advance to
Sublessor beyond the current quarter.
3. If, at the time of the termination of the Prime Lease, Sublessor shall
be obligated to do any work or make any alterations or improvements in the
premises demised under the Sublease, at a cost in excess of ten percent (10%) of
the then fixed annual rent under the Sublease, and if Prime Landlord shall
refuse to do or make the same, Prime Landlord, unless Subtenant waives said
requirement, or Subtenant may elect, within thirty (30) days after such
refusal, to cancel this Agreement, in which event neither party hereto shall
have any rights against the other hereunder.
4. The term "Prime Landlord" as used in this agreement means only the
owner for the time being of the premises, so that in the event of any sale or
other transfer of an interest therein, Prime Landlord shall be and thereby is
entirely freed and relieved of all covenants and
-2-
obligations of the Prime Landlord hereunder. The provisions of this agreement,
however, shall bind any subsequent owner of the premises. In case any lease or
tenancy shall come into existence between Prime Landlord and Subtenant pursuant
to the provisions of this agreement, the provisions of this paragraph shall
apply to any liability imposed upon Prime Landlord by reason of such lease or
tenancy.
5. Any notice which under the terms of this agreement must or may be given
by the parties hereto shall be in writing and may be given by mailing the same
by registered or certified mail addressed to the respective addresses set forth
above. Either party and its respective successors in interest taking the
benefit of this agreement may designate by notice in writing a new or other
address to which such notice shall thereafter be given. Any notice given by mail
shall be deemed to have been received not later than seventy-two (72) hours
after deposit in the United States mall enclosed in a registered or certified
prepaid envelope addressed as provided above.
IN WITNESS WHEREOF, the parties hereto have duly executed this agreement
as of the day and year first above written.
EXXON CAPITAL CORPORATION PATHOGENESIS, INC.
By:____________________________ By:________________________________
Name:__________________________ Name:______________________________
Title:_________________________ Title:_____________________________
The undersigned hereby consents to the execution and delivery of the
foregoing instrument and agrees that neither the execution of the same nor
anything done pursuant to the provisions thereof shall be deemed or taken to
modify the Prime Lease.
EXXON RESEARCH AND ENGINEERING COMPANY
By:____________________________
Name:__________________________
Title:_________________________
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