EXHIBIT 10.2
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made this 19th day of
January, 2004, between RADNOR PROPERTIES-145 KOP, L.P., a Delaware limited
partnership ("Landlord"), whose address is c/o The Xxxxxxxxxx Company, L.P.,
4100 One Commerce Square, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000; and
CENTOCOR, INC., a Pennsylvania corporation ("Tenant"), with offices at 000 Xxxxx
Xxxxxx Xxxxxxx, Xxxxxxx, XX 00000.
BACKGROUND
A. Landlord and Tenant entered into an Office and Cafeteria Lease dated
June 21, 2002 (hereinafter referred to as the "Lease"), whereby Tenant is
presently in possession of premises containing 21,500 rentable square feet of
space located on the first (1st) floor (the "Demised Premises") in the building
currently known as Building 1 at the Radnor Technology and Research Center, or
such other name as Landlord may from time to time designate, located at 000 Xxxx
xx Xxxxxxx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000 (the
"Building"). The term of the Lease (the "Lease Term") is currently scheduled to
expire on March 31, 2007.
B. Tenant desires to extend the Lease Term, and Landlord is willing to so
extend the Lease Term, all on and subject to the terms set forth herein.
C. Landlord and Tenant desire to modify and amend the Lease only in the
respects and on the conditions hereinafter stated.
TERMS
NOW, THEREFORE, Landlord and Tenant, in consideration of the mutual
promises contained herein and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, and intending to be
legally bound, agree as follows:
1. DEFINITIONS. For purposes of this Amendment, capitalized terms shall
have the meanings ascribed to them in the Lease unless otherwise defined herein.
2. TERM. The Lease Term is hereby extended for an additional period of
thirty-six (36) months from its current expiration (the "Extended Lease Term"),
thereby commencing on April 1, 2007 (the "Extended Lease Term Commencement
Date") and continuing until, through and including, and expiring at 11:59 P.M.
local time on March 31, 2010 (the "Extended Lease Term Expiration Date").
3. BASE RENT.
3.1. AMOUNT AND PAYMENT. The Lease is hereby amended to reflect that
Tenant's obligation to pay Base Rent to Landlord with respect to the Demised
Premises during the Extended
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Lease Term shall commence on the Extended Lease Term Commencement Date, and
shall continue to accrue during the Extended Lease Term as set forth below:
FROM TO ANNUAL BASE RENTAL RATE/RSF MONTHLY BASE RENT ANNUAL BASE RENT
-------- -------- --------------------------- ----------------- ----------------
04/01/07 03/31/10 $21.40 $38,341.67 $460,100.04
All rent shall be payable in accordance with paragraph 3.1 of the Lease.
4. CONDITION; IMPROVEMENTS. Tenant acknowledges that it accepts the
Demised Premises in its present "AS IS" condition, without any obligation by
Landlord to perform any alterations, improvements, redecorating or other work
therein, or to provide any construction or monetary allowance with respect
thereto.
5. RENEWAL. Section 30 of the Lease is hereby amended by deleting the
reference to March 31, 2007 and inserting March 31, 2010.
6. BROKER. Tenant represents and warrants that it has not dealt with any
broker or agent in the negotiation for or the obtaining of this Amendment, other
than The Xxxxxxxxxx Brokerage Group, Inc. and Brite Realty Services, Inc.
("Brokers"), and agrees to indemnify, defend and hold Landlord harmless from any
and all cost or liability for compensation claimed by any such broker or agent,
other than Brokers, employed or engaged by it or claiming to have been employed
or engaged by it. Each of the Brokers is entitled to a leasing commission in
connection with the making of this Amendment, and Landlord shall pay such
commission to each of the Brokers pursuant to a separate agreement between
Landlord and each of the respective Brokers.
7. CONFESSION OF JUDGMENT. Tenant hereby grants the warrants of attorney
to Landlord to confess judgment against Tenant as set forth in Paragraph 12.7 of
the Lease, all of the terms and conditions of which are incorporated herein by
reference. The parties further acknowledge the effectiveness of such confession
of judgment as if fully set forth herein.
8. NO DEFAULT. Tenant represents, warrants and covenants that, to the best
of Tenant's knowledge, Landlord and Tenant are not in default of any of their
respective obligations under the Lease and no event has occurred which, with the
passage of time or the giving of notice, or both, would constitute a default by
either Landlord or Tenant thereunder.
9. EFFECT OF AMENDMENT. Except as modified by this Amendment, the Lease
and all the covenants, agreements, terms, provisions and conditions thereof
shall remain in full force and effect and are hereby ratified and affirmed. The
covenants, agreements, terms, provisions and conditions contained in this
Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and, except as otherwise provided in the Lease, their
respective assigns. In the event of any conflict between the terms contained in
this Amendment and the Lease, the terms herein contained shall supersede and
control the obligations and liabilities of the parties.
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10. MISCELLANEOUS. This Amendment becomes effective only upon execution
and delivery hereof by Landlord and Tenant. The captions of the paragraphs and
subparagraphs in this Amendment are inserted and included solely for convenience
and shall not be considered or given any effect in construing the provisions
hereof.
IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands as
of the date and year first above written, and acknowledge the one to the other
that they possess the requisite authority to enter into this transaction and to
execute this Amendment.
LANDLORD:
WITNESS: RADNOR PROPERTIES-145 KOP, L.P.
By: Radnor GP-145 KOP, L.L.C.,
General Partner
/s/ XXXXX XXXXXXXXX By: /s/ [ILLEGIBLE]
--------------------------- ----------------------------
Authorized Signatory
TENANT:
WITNESS: CENTOCOR, INC.
/s/ XXXX XXXXXXXXX By: /s/ XXXXXXX X. XXXXXX
--------------------------- ----------------------------
Name: Xxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxx
Title: V.P. Finance
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