Exhibit 10.13
COMMERCIAL LEASE
THIS LEASE, made the 30th day of June 1999, by and between "Landlord",
Xxxx X. Xxxxxxx Xx., and "Tenant", Biotage a Div. of Dyax Corp.
WITNESSETH:
Landlord does hereby let and demise unto Tenant the hereinafter described
space in the building located on 0000 Xxxxx Xxxx Xxxxxxxxxxxxxxx, Xxxxxxxx
00000.
DESCRIPTION OF DEMISED SPACE:
Street Address: 0000 Xxxxx Xxxx, Xxxxxxxxxxxxxxx, XX 00000. Consisting of
8,200 square feet +/-.
TERM OF LEASE:
The term of this lease shall be from 1st day of September 1999 to the 31st
day of August 2001.
RENT AND ADDITIONAL RENT:
The basic rent for the initial term:
A. First lease year, Fifty Eight Thousand Eight Hundred 00/100
B. Second lease year, Same
The basic rent shall be payable each year in twelve equal monthly
installments, payable in advance on the first day of each calendar month.
September and October Rent due at Signing of Lease.
SECURITY DEPOSIT:
Tenant agrees upon execution of this Lease Agreement by all parties that
Tenant will remit to Landlord a sum of Four Thousand Nine Hundred Dollars as a
security deposit. In the event of default by Tenant, Landlord may apply this
deposit toward any unpaid rent or related charges due from the Tenant. No
interest will be payable on the security deposit.
IMPROVEMENT BY TENANT:
The Tenant shall have the right, from time to time, to make all such
alterations and improvements to, and decoration of, the interior of the leased
property as shall be reasonably necessary or appropriate for the conduct of
Tenant's business therein, provided that prior to the commencement of any such
alterations or improvements the Landlord shall in each case have approved them
in writing. If within thirty (30) days after such plans are submitted by the
Tenant to the Landlord for approval, Landlord shall not have given Tenant notice
of disapproval, stating the reasons for such disapproval, such plans and
specifications shall be considered approved by
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the Landlord. Any alteration, addition or improvement made by the Tenant after
such consent shall be given, and any fixtures which are installed and would
damage the building if removed, shall at the Landlord's option become the
property of the Landlord upon the expiration or sooner termination of this
Lease, provided, however, that the Landlord shall have the right to require the
Tenant to remove such fixtures, at the Tenant's expense upon expiration or
termination of this Lease, and return the property to its original condition.
PERMITTED USE:
The premises shall be occupied and used by Tenant for the following
purposes and no others unless such other uses are approved by Landlord in
writing, in advance.
a. Light Manufacturing and Storage.
Tenant agrees not to use said premises, or permit the same or any part
thereof to be used, for the purpose of storing any material or goods which might
in any way prejudice the insurance on said premises or increase the fire hazard
to a greater extent than that necessarily incident to the business for which the
premises are leased as herein before set forth.
MAINTENANCE OF PREMISES:
Tenant shall commit no act of waste and shall take good care of the
premises and the fixtures and appurtenances therein, and shall in the use and
occupancy of the premises, conform to all laws, orders and regulations of
federal, state and municipal governments having jurisdiction. Tenant shall
maintain the interior of said leased premises in good, safe and presentable
condition during the term of the Lease and will surrender the premises in as
good condition as they were at the beginning of the term, reasonable wear and
tear, excepted. All of the property of Tenant remaining on the premises at the
expiration of the Lease or any renewal thereof shall be conclusively deemed
abandoned and may be removed, disposed of or stored by the Landlord at Tenant's
expense. Tenant shall reimburse the Landlord for the cost of such removal and
disposition, including the cost of storage. Landlord shall be responsible for
maintenance and replacement of all mechanical, electrical and plumbing systems,
and for the maintenance of the exterior of the leased premises. Tenant agrees to
provide preventative maintenance for the HVAC equipment by contracting a local
HVAC service company. Landlord's air compressor will remain on site and be
available for Tenant use. All service required to maintain air compressor in
working order will be the responsibility of Tenant.
ASSIGNMENT AND SUBLETTING:
A. Tenant shall have right to sublet part of the premises with the prior
written consent of the Landlord, which consent shall not be unreasonably
withheld.
SERVICES:
The Tenant will pay the cost of utilities.
Tenant shall be responsible for arranging for and paying for janitorial
service, trash removal, and exterminating services for the leased premises.
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INSURANCE:
Landlord will provide hazard insurance covering the improvements on the
property with coverage equal to the replacement value of the improvements and
general liability covering the common areas.
The Tenant shall be responsible for obtaining, at his expense, insurance
coverage for the Tenant's personal property stored or used on the premises. No
such coverage will be provided by the Landlord. Tenant shall maintain in force
at all times, at his expense, general liability coverage insurance covering the
leased premises, with limits of at least of $500,000/$1,000,000, naming Landlord
as an additional insured under the policy.
Landlord and Tenant shall upon the other party's request, furnish
certificates of insurance to the other party for insurance required by this
paragraph.
FIRE CLAUSE:
In the event that the leased premises shall be destroyed or damaged to
such an extent by fire or other casualty, that they are rendered untenantable,
the Landlord shall have the right to render said premises tenantable by repairs
within ninety (90) days therefrom. During any period of untenantability, the
rent shall not xxxxx. However, if upon the expiration of ninety (90) days from
the date of the incident causing the damage to the leased premises have not been
made habitable by Landlord, either party shall upon written notice to the other,
have the right to terminate this Lease as of the date of such event, and any
rent paid for periods thereafter shall be refunded to the Tenant. In the event
of loss or damage to the premises, each party shall look first to any insurance
in his favor before making any claim against the other party and to the extent
possible without additional cost, each party shall obtain for each policy of
hazard insurance, provisions permitting waiver of any claim against the other
party for loss or damage within the scope of the insurance.
RISK OF LOSS:
The risk of loss to Tenant's property used or stored upon the leased
premises shall be solely upon the Tenant except for misconduct or gross
negligence by Landlord or Landlord's agents.
SUBORDINATION:
This Lease shall be subject to and subordinate to the lien of any
mortgage, deed of trust, or other encumbrance now existing or hereinafter placed
upon the premises by the Landlord and Tenant hereby agrees to execute upon the
request of Landlord, any and all instruments necessary to effect such
subordination.
ADDITIONAL COVENANTS BY TENANT:
Tenant shall, at all times, during the term of this Lease, and any
renewals thereof, operate a business on the leased premises and shall not at any
time, display on the premises any sign announcing that the business is moving to
a new location, is going out of business, of that the
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business is being liquidated or is in bankruptcy, or any similar sign indicating
that the Tenant is ceasing to do business at the leased premises.
DEFAULT:
Tenant shall be in default of this Lease if:
A. The failure by Tenant to make any payment of rent or any other
payment required to be made by Tenant hereunder, as and when due,
where such failure shall continue for a period of fifteen (15) days
after written notice thereof by Landlord to Tenant.
B. The failure by Tenant to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed
by Tenant (other than described in Subsection A above), where such
failure shall continue for a period of thirty (30) days after
written notice thereof by Landlord to Tenant; provided, however,
that if the nature of Tenant's default is such that more than thirty
(30) days are reasonably required for its cure, then Tenant shall
not be deemed to be in default if Tenant commences such cure within
said thirty (30) day period and thereafter diligently prosecutes
such cure to completion.
In the event of Tenant's default, Landlord shall, in addition to all of
the remedies available at law, be entitled to re-enter the premises, make such
repairs and renovations as Landlord in its sole discretion, deems appropriate,
and re-lease the premises to any other party on such terms and conditions as
Landlord, in its sole discretion, deems just and appropriate. The proceeds of
such lease, after payment of Landlord's expenses of renovation, repair and
leasing of the premises, shall be applied to Tenant's account. Landlord shall be
entitled to recover the rent provided for the full lease term, offset only by
rent actually received or by the reasonable rental value of any portion of the
leased premises which are actually occupied by the Landlord for any portion of
the lease term.
The occurrence of any one or more of the following constitutes a default
by Landlord under this Lease:
A. If Landlord shall default in the payment when due of any moneys
required to be paid by Landlord under this Lease, and such default shall
continue for a period of thirty (30) days after written notice by Tenant to
Landlord to such default.
B. If Landlord shall default in the performance of any obligation of this
Lease on Landlord's part to be performed and Landlord shall fail to remedy such
default within thirty (30) days after written notice by Tenant to Landlord, or
is such default is of such a nature that it cannot be completely remedied within
said period of thirty (30) days if Landlord shall not (I) promptly upon the
giving by Tenant of such notice, advise Tenant of Landlord's intention to
institute all steps reasonably necessary to remedy such situation, and (II)
promptly institute and thereafter diligently pursue all steps reasonably
necessary to remedy the same.
If a default by Landlord occurs, Tenant shall have all rights and remedies
available at law or in equity, including the right to set off against any
amounts due from Tenant to Landlord, the amounts required to cure any default on
the part of Landlord.
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ENTRY BY LANDLORD:
Landlord may, but shall not be obligated to, enter the demised premises at
any reasonable time during normal business hours, on reasonable notice to Tenant
(except that no notice need be given in case of emergency) for the purposes of
inspection or the making of such repairs, replacements and addition as are
necessary or desirable.
CONSTRUCTIVE EVICTION:
Tenant shall not be entitled to claim a constructive eviction from the
premises unless Tenant shall have first notified Landlord in writing of the
condition or conditions giving rise thereto, and, if the complaints be
justified, unless Landlord shall have failed within a reasonable time after
receipt of notice to remedy such conditions.
LANDLORD MAY SHOW PREMISES:
Landlord may show the premises to prospective purchasers and mortgagees at
a reasonable time, and during the four months prior to expiration and upon
notice of termination of the Lease, to prospective tenants, during business
hours and upon reasonable notice to Tenant.
Landlord agrees that any sale by Landlord of the demised premises shall be
subject to the terms and provisions of this Lease, and that in the event of any
sale of the Leased Property by Landlord, the purchaser, at such sale or any
subsequent sale of the demised premises shall be deemed, without further
agreement between the parties of their successors in the interest, or between
the parties and any such purchaser, to have assumed and agreed to carry out any
and all of the covenants and obligations of the Landlord under this Lease.
QUIET POSSESSION:
Landlord covenants that if and so long as Tenant pays the rent and
additional rent and perform the covenants hereof, Tenant shall peaceably and
quietly have, hold and enjoy the premises for the term herein provided, subject
to the provisions of this Lease.
COVENANT OF LEASE:
A. Tenant shall not make, or permit to be made, disturbing noise or
interfere with any other businesses operating in the area.
ACTS OF INSOLVENCY:
In the event that the Tenant or any of its guarantors, shall file in any
court a petition of bankruptcy or insolvency or for reorganization or for a
creditors arrangement under any section or sections of the United States
Bankruptcy or any other statute or if a receiver or trustee shall be appointed
for all or a portion of the Tenant's property or if the Tenant or any of its
guarantors shall make an assignment of its asserts for the benefit of creditors,
then this Lease shall, at the discretion of the Landlord, immediately terminate
and this Lease shall not be treated as an asset to the Tenant's estate or the
Landlord may terminate the Tenant's right to occupancy of the
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premises and re-enter the premises, thereby retaining all of his rights and
remedies against the Tenant.
NOTIFICATION:
All notices are to be sent to the following:
To Landlord: Xxxx X. Xxxxxxx Xx.
0000 Xxxxx Xxxx
Xxxxxxxxxxxxxxx, XX 00000
To Tenant: Biotage
0000 Xxxx Xxxxxx Xxxx.
Xxxxxxxxxxxxxxx, XX 00000
MODIFICATION:
This Lease may be terminated, modified, or otherwise changed only by
written agreement signed by the Tenant and the Landlord.
WITNESS the following signatures and seals:
LANDLORD: XXXX X. XXXXXXX, XX.
By: /s/ Xxxx X. Xxxxxxx, Xx.
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Date
TENANT: BIOTAGE A DIV. OF DYAX CORP.
By: /s/ Xxxxx Xxxxxxxx
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Date
Tenant shall have a first right of refusal to extend the lease with 90 days'
advance notice prior to the end of the term of the Lease.
Provided that Rent shall increase annually by three percent (3%) beginning upon
completion of the initial term of this Lease.
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