EXHIBIT 10.2
LEASE AGREEMENT
This Lease Agreement entered into at Knoxville, Tennessee, effective as of
June 1, 1997, by and between P.C. Xxxxxx, Jr. and Xxxxx Xxxxxx, husband and
wife (hereinafter "Landlord"), and Photogen, Inc. a Tennessee Corporation
(hereinafter "Tenant").
IN CONSIDERATION of the mutual covenants and agreements hereinafter
contained, the parties hereto agree as follows:
1. PREMISES. In consideration of the rent, covenants and conditions that
Tenant herein agrees to pay, keep and perform, Landlord hereby leases to
Tenant land, building and improvements located at 0000 Xxx Xxxxx Xxxxxxx,
Xxxxxxxxx, Xxxx Xxxxxx, Xxxxxxxxx, all as described and outlined in
Exhibit "A" and referred as Unit B attached hereto and incorporated
herein by reference, all hereinafter referred to collectively as the
"Premises."
2. TERM. The Lease Agreement shall be for a term of three (3) years,
commencing as of the date entered above and ending three years later on
May 31, 2000.
3. RENT. Tenant agrees to pay Landlord the sum of $550.00 per month, during
the first year of the three year term, for 1000 sq. ft. as and for rental
of the Premises and for the option to purchase, as provided herein, said
payments beginning as of the date entered above. Tenant further agrees
to pay Landlord the sum of $600.00 per month during the second and third
years of the lease term for 1000 sq. ft. as and for rental of the
Premises.
4. OPTION TO RENEW. Tenant shall have two (2) options to extend the term of
the lease agreement for additional terms of three years each at a rental
to be negotiated, and upon the same terms and conditions as set forth
herein. Notice shall be given Landlord, within 30 days of expiration of
Lease term, of Tenants intent to exercise this option.
5. OPTION TO PURCHASE. Landlord hereby grants to Tenant the second right of
refusal and option to purchase the Premises described above at any time
during the term hereof or during any renewal period. The purchase price
is to be determined by appraisal by an appraiser mutually acceptable to
both parties (Landlord and Tenant). In the case of a binding third party
offer, the Tenant shall have a second right of refusal to purchase the
premises under the same terms as agreed to by the third party.
6. TAXES. Landlord shall be responsible for payment of all taxes, assessments
or other governmental charges applicable to the Premises.
7. UTILITIES. Tenant shall pay for use of all gas, electricity, sewer,
water and other utilities consumed or wasted upon the Premises. Tenant
shall provide its own janitor and cleaning service. Landlord shall make
every reasonable effort to connect the Premises
waste lines to the municipal sewer, and shall pay all costs associated
with this connection. Tenant will pay all ongoing usage fees.
8. MAINTENANCE AND REPAIRS. Landlord, at its expense, shall be responsible
for all maintenance and repairs to the building, including, but not
limited to the roof, floor, foundation, walls, general heating and air
conditioning systems, septic tank and lateral lines, and electrical and
plumbing systems. Tenant shall be responsible, at its own expense, for
routine minor maintenance and upkeep such as, repairing faucet leaks, and
replacing light bulbs. Tenant agrees to be responsible for the routine
maintenance of the back-up generator, which shall include the battery,
oil changes and periodic starting. In the event the Landlord shall fail
to proceed with and complete any repairs and restorations which it may be
required to make hereunder within a reasonable time, Tenant, upon notice
to Landlord, may contact designated repair service personnel charging
their services directly to the Landlord. Any repairs made by the Tenant
shall be such as are reasonably necessary to protect the Premises and
improvements for the account of and at the expense of the Landlord.
9. IMPROVEMENTS AND ALTERATIONS. Tenant may, at its own expense, obtain,
maintain, and install in the Premises such trade fixtures as the Tenant
needs in order to operate its business, and may place such temporary
partitions, lighting fixtures, personal property, machines, motors and
the like in the premises, and may make such improvement and alterations
to the Premises, as it may desire, provided only, that such improvements
and alterations do not materially reduce the value of the Premises. All
improvements, alterations heretofore or hereafter made or installed or
paid for by Tenant, shall remain the property of the Tenant.
In case of damage or destruction thereto by fire or other causes, Tenant
shall have the right to recover such items from any insurance with which
it has insured the same, notwithstanding that any of such items might be
considered a part of real property. Tenant may remove all or any of such
items at any time during the term of this Agreement or any extension
thereof. Tenant may abandon the same, in whole or in part, to Landlord
at the end of the term or any extension thereof, or such other expiration
of the term, by vacating the Premises without removing the same. In the
event of removal of such items, Tenant shall repair any damage caused by
such removal.
Tenant shall be responsible for replacement and/or repairs to Premises
for any damage to Premises caused by abuse, neglect, or accident not
recovered by insurance that result directly from Tenant use of the
Premises except as provided for in Paragraph 5. It is understood by the
Parties hereto that the Landlord may enter the Premises during normal
business hours to inspect the building and to make routine repairs.
10. INSURANCE.
A. Landlord at its own expense and throughout the term of this Lease
Agreement and any extensions thereof, shall maintain insurance with
respect to the Premises of the following types and in the following
amounts:
I. Fire insurance with full standard form extended coverage, in an
amount not less than eighty percent (80%) of the full replacement
value of the building.
II. Public liability insurance protecting against claims for personal
injury, death and property damage occurring upon, in or about the
Premises with limits of liability of not less than One Million
Dollars ($1,000,000.00) per occurrence. Tenant will likewise
maintain public liability insurance protecting against claims for
personal injury, death and property damage occurring upon, in or
about the Premises with limits of liability not less than One
Million Dollars ($1,000,000.00).
B. Tenant, at its own expense and throughout the term of this Lease
Agreement and any extension thereof, shall maintain insurance on the
contents of the building.
C. All insurance required under the provisions of this Paragraph shall be
carried in favor of the Landlord or Tenant as their respective
interests appear. All policies shall provide that same cannot be
canceled without giving at least ten (10) days prior written notice to
the other Party.
11. DAMAGE TO PREMISES. If the Premises are destroyed or damaged to such an
extent as to be rendered substantially unfit for occupancy, when considered
as a whole, and the destruction or damage is not reasonably repairable
within ninety (90) days after it occurs, the Lease shall terminate as of
the date the destruction or damage occurred and rent shall be abated
accordingly. If the Premises are destroyed or damaged as aforesaid, but
the destruction or damage is reasonably repairable within ninety (90) days
after it occurs, or if the Premises are damaged but not to such an extent
as to be rendered substantially unfit for occupancy when considered as a
whole, Landlord shall proceed diligently to repair the Premises and the
rent shall be abated or reduced, as may be equitable, while repairs or
being made.
12. CONDEMNATION. If any part of the Premises is taken, appropriated or
condemned for public use, the Lease shall terminate as to the part taken on
the date of the taking or sale. In such event, Tenant may elect to
terminate the Lease as to the remainder of the Premises, by mailing to the
Landlord written notice of Tenant's receipt of written notice of the taking
and Tenants statement of its desire to terminate, if the part taken or sold
renders the remainder unsuitable and insufficient to serve the business
needs of the Tenant.
13. MECHANICS LIENS. No mechanic's lien for labor or materials shall attach to
or affect Tenant's interest in the Premises. Landlord shall pay or
discharge by bond or deposit any and all mechanic's liens or other liens
which are filed on any interest in the Premises for labor or materials
furnished to Landlord.
14. DEFAULT BY TENANT. If Tenant defaults in performance of any of the
provisions, covenants or conditions of the Lease and such default continues
for thirty (30) days after Tenant is notified in writing by Landlord to
cure it or, if such default is of such a nature that it cannot be cured
within such thirty (30) day period and continues for longer than the period
reasonably required to cure it, or if Tenant abandons or vacates the
Premises at any time during the term of the Lease, or if Tenant makes an
assignment for the benefit of creditors, or if the interest of the Tenant
in the Premises is attached, levied upon or seized by a legal process, or
if Tenant is found to be bankrupt or insolvent by a court of competent
jurisdiction, or if a receiver is appointed for Tenant by any such court,
or if the Lease is assigned or terminated by operation of law, then
immediately or any time thereafter, with reasonable notice given to Tenant,
Landlord may reenter and take possession of the Premises by an action in
forcible entry and detainer or otherwise. Landlord may thereupon elect,
either (a) to declare the Lease terminated, in which event Landlord may
thereafter possess and enjoy the Premises as though the Lease had never
been made without prejudice to any and all rights of action which the
Landlord may have against Tenant at the time of such termination for rent,
damages or breach of covenant previously accruing or occurring, or (b) to
re-let the Premises on behalf of the Tenant.
15. ASSIGNMENTS AND SUBLEASES. Tenant shall not assign this Lease or sublet
any part of the Premises without the written consent of the Landlord, which
shall not be unreasonably withheld.
16. QUIET ENJOYMENT. Landlord warrants that Landlord has the right to Lease
the Premises to Tenant. So long as Tenant pays the rent herein provided
and observes and performs the covenants and conditions of the Lease, Tenant
shall be entitled to peaceably and quietly possess, occupy and enjoy the
Premises during the term of the Lease without disturbance or eviction by
the Landlord or by any other person lawfully claiming under the Landlord.
17. SUCCESSORS AND INTEREST. The Lease Agreement shall be binding upon, inure
to the benefit of, and be enforceable by and against the heirs, executors,
administrators, successors and assigns of the Landlord and Tenant. No
assignment of the Lease or sublease hereunder, whether by act of Tenant or
by operation of law, in violation of any provision of this lease shall vest
in any assignee or sublessee any right, title or interest whatsoever.
18. NOTICES. Any notice, statement or payment required or permitted by the
provisions of this Lease, is to be considered given, furnished or made when
mailed to the parties at the following addresses:
LANDLORD: Mr. P.C. Xxxxxx
0000 Xxxxxx Xxxxx Xxxx
Xxxxxxxxx, XX 00000
TENANT: Photogen, Inc.
Xx. Xxxx Xxxxxx
000 Xxxxxx Xxxxx
Xxxxxx, XX 00000
19. EXPENSES. Any expense incurred as a result of performance of this Lease
except for those expenses set forth in Paragraphs 9 and 10 above will be
the responsibility of the person or entity, either Landlord or Tenant,
incurring the obligation.
20. HAZARDOUS SUBSTANCES. As used herein, "Hazardous Substance" means any
substance that is considered toxic and is the subject of any Local, State
or Federal regulation, and other substances that are considered flammable.
Tenant intends to use the Premises as a biological research and development
facility. Tenant may, from time to time, use small amounts of materials
that may be considered "Hazardous." "Small" amounts means volumes of less
than a few liters per month as a worst case.
Tenant will take all reasonable precautions for the storage and use of any
"Hazardous" materials as prescribed by law and good laboratory practice.
Tenant will indemnify Landlord against personal injury to any Tenant
employee and damage to the Premises caused as a result of the use of
"Hazardous" materials.
Landlord, prior to occupancy, will connect all waste and floor drain lines
to the existing septic system.
Landlord will connect these waste lines to the municipal sewer system as
soon as is possible.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease Agreement the
day and year first above written.
LANDLORD: TENANT:
Photogen, Inc.
______________________________
P.C. Xxxxxx
___________________________________
President
_______________________________
Xxxxx Xxxxxx
