0
XXXXXXX 00.0
XXXXX XX XXXXX XXXXXXXX
LEASE AGREEMENT
COUNTY OF ALAMANCE
THIS LEASE AGREEMENT ("Lease") is made and entered into as of the 25th day of
April, 1995, by and between Roche Biomedical Laboratories, Inc. ("Landlord"),
and Roche Image Analysis Systems, Inc. ("Tenant").
WITNESSETH:
In consideration of the rents hereinafter agreed to be paid and in consideration
of the mutual covenants and agreements hereinafter recited, Landlord does hereby
lease and demise unto Tenant and Tenant does hereby lease and take as Tenant
from Landlord those certain Premises with improvements thereon containing
approximately 13,500 square feet (the "Premises") within the building
("Building") situated on certain land at 000 Xxxxxx Xxxxx, in the City of Elon
College, County of Alamance, State of North Carolina, and being more
particularly described on Exhibit "A" attached hereto and made a part hereof.
TO HAVE AND TO HOLD the said Premises unto the Tenant upon the following terms
and conditions:
1. Term. The Term of this Lease shall be for a period of one (1) year,
commencing on the 25th day of April, 1995, at 12:01 a.m., and ending on
the 24th day of April, 1996, unless sooner terminated as herein provided.
2. Option to Renew: So long as Tenant is not in default hereunder, it is
agreed that at the expiration of the initial term (the "Initial Term") of
this Lease, Tenant shall have the option to renew this Lease for one (1)
additional one-year term (the "Initial Renewal Term"). Such Initial
Renewal Term shall commence as of the end of the Initial Term of this
Lease and shall be subject to and in accordance with all terms and
conditions set forth in this Lease. After the Initial Renewal Term, Tenant
shall have three (3) additional one-year renewal terms (the "Additional
Renewal Terms"). If Tenant shall desire to exercise this option for the
Initial Renewal Term or any Additional Renewal Term, it shall give
Landlord written notice not less than ninety (90) days prior to the
expiration of the Initial Term, the prior Initial Renewal Term or
Additional Renewal Term of this Lease. With respect to the Additional
Renewal Terms, after receipt of said notice, Landlord shall have thirty
(30) days to decide whether to renew the Lease and such renewal shall
occur only after Landlord provides Tenant with its written consent
thereto.
3. Rental. Tenant shall pay to Landlord the sum of One Hundred and Eight
Thousand Dollars ($108,000.00) per year, (which is equivalent to a rate of
$8.00 per square foot per year) payable in monthly installments of Nine
Thousand Dollars ($9,000.00), each installment due on the first day of the
month, in advance, during the Initial Term of this Lease, but payable on
or before the tenth day of the month. In the event the Term shall commence
on a day other than first day of a month or terminate on a day other than
the last day of a month, the rent for such partial month shall be
prorated. In the event that Tenant and Landlord agree to renew the Lease
for the Initial Renewal Term or any Additional Renewal Terms, the rental
rate for such terms shall be determined by Landlord based upon obtaining
an independent appraisal (the "Appraisal") of the fair market value rental
rate of the Premises. In any event, Landlord shall provide Tenant with
said Appraisal no later than six (6) months prior to the end of the
current term.
4. Surrender of Premises. At the termination of this Lease, Tenant shall
surrender the Premises and all keys and access cards, if any, to Landlord.
The Premises shall be in the same condition as at the commencement of the
Term, normal wear and tear and loss from casualty excepted, and Tenant
shall remove from the Premises all of its property.
5. Holding Over. If Tenant remains in possession after expiration of the
Initial Term or any Renewal Term(s), the tenancy shall be continued
month-to-month and shall be terminable thereafter by either party
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upon a thirty day written notice to the other party.
6. Subletting and Assignment. Tenant may not sublease or assign all or any
part of the Premises without the prior written consent of Landlord, which
shall not be unreasonably withheld or delayed.
7. Use. The Premises shall be used and occupied by Tenant for business
administration, research and development, training, assembly, technical
services and support, distribution and related purposes. Tenant, at
Tenant's expense, shall comply with all applicable rules, regulations,
ordinances and laws of governmental authorities having jurisdiction of the
Premises, but only insofar as compliance shall pertain to the conduct of
Tenant's business. It shall be the responsibility of the Landlord, at
Landlord's expense, to ensure that the Premises, the Building, and any
use, repairs, alterations, changes or additions to the Premises or the
Building comply with all applicable laws, regulations, ordinances and
rules, including but not limited to the Americans with Disabilities Act
and the accessibility guidelines issued thereunder.
8. Change in Law or Regulation. Notwithstanding anything in this Lease to the
contrary, should legal counsel for Landlord or Tenant reasonably conclude
that this Lease or Tenant's use of the Premises is or may be in violation
of any law or regulation, or subsequent changes in any applicable law or
regulation, this Lease shall terminate upon a thirty day notice to the
other party unless within said thirty day period the parties agree to such
modifications in this Lease or use of the Premises that may be necessary
to establish compliance with the law or regulation.
9. Utilities and Other Services. Landlord shall provide the Premises with
reasonable janitorial and general cleaning services (Monday through
Friday, exclusive of holidays). Landlord shall provide the Premises with
sufficient heating and air conditioning to adequately heat and cool the
Premises. Landlord shall cause telephone service (with Tenant being
responsible for usage charges), electric service and water to be furnished
to the Premises, and shall be responsible for all property taxes with
respect to the Building. Landlord shall furnish adequate running water to
the Building, water fountain, lavatories, and toilets in the common area
of the Building and shall furnish elevator service, if applicable, to the
Premises during ordinary business hours and shall make reasonable elevator
service available to such persons who may be permitted to enter the
Building at other times. Landlord shall be responsible for security,
lighting, sanitary waste disposal, parking area maintenance, and
landscaping, in such a manner as is reasonable in Landlord's opinion. So
long as Tenant shares in the maintenance and other related costs, Landlord
will allow Tenant to share in the usage of the photocopier (Xerox Model
No. 1090; Serial No. M08047158) located within the Premises.
10. Maintenance and Repairs
(a) Landlord, at its cost, shall maintain in good condition (i) the
structural portions of the Building and other improvements that are
a part of the Premises, such structural parts include the
foundations, load-bearing and exterior walls, sub-flooring and roof,
(ii) the electrical, plumbing, and sewage systems, (iii) window
frames, gutter, and downspouts on the Building and other
improvements that are a part of the Premises, and (iv) heating,
ventilation and air-conditioning systems servicing the Premises.
(b) Landlord shall repair the Premises if they are damaged by (i) causes
which Tenant has no control, (ii) acts or omissions of Landlord, or
its authorized representatives, or (iii) Landlord's failure to
perform its obligations under this paragraph.
(c) Tenant shall repair the interior of the Premises, partitions, and
glass damaged due to the neglect of Tenant, its agents or employees.
11. Inspections, Access. Landlord, without abatement of rent and without being
deemed guilty of an eviction of the Tenant, may with reasonable notice,
enter the Premises at reasonable hours to exhibit the same to prospective
purchasers or tenants; to make repairs required of Landlord; to make
repairs, alterations or
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additions to adjoining space which Landlord shall deem necessary; and to
take upon the Premises all materials that may be required.
12. Condition of Premises; Alterations and Improvements; Signs. It is
understood and agreed by Tenant that the Premises are being leased to
Tenant in its "as-is" condition. Tenant shall not make alterations in or
additions to the Premises without first obtaining the Landlord's written
consent, such consent shall not be unreasonably withheld or delayed. All
erections, additions, fixtures and improvements, except the movable office
furniture and partitions of the Tenant, made in or upon the Premises,
either by the Tenant or the Landlord, shall be the Landlord's property and
shall remain upon the Premises at termination, by lapse of time or
otherwise, without compensation to the Tenant. Any mechanics liens or
other liens placed on the Premises as a result of any Tenant alterations
made pursuant to this paragraph shall be promptly discharged by Tenant
unless Tenant is contesting such lien in good faith and Tenant has made
appropriate reserves therefore. Tenant shall not erect or install any
signs on the Premises without Landlord's consent, which shall not be
unreasonably withheld or delayed, except for such signs as may be required
by law.
13. Tenant's Property. All property placed on the Premises (by, at the
direction of, or with the consent of Tenant, its employees, agents,
licensees or invitees) shall be at the risk of Tenant or the owner
thereof, and Landlord shall not be liable for any loss of or damage to
said property resulting from any cause whatsoever unless such loss or
damage is the result of Landlord's negligent or willful acts or omissions.
14. Insurance. Throughout the Initial Term of this Lease and any exercised
Renewal Term, Landlord shall carry fire and extended coverage insurance
insuring its interest in the Building and the Premises, such insurance to
be written by insurance companies, and in amounts, satisfactory to
Landlord. Tenant shall be responsible for fire and extended coverage
insurance insuring its interest, if any, in improvements to or in the
Premises and its interest in its office furniture, equipment, supplies and
other property. Tenant shall insure or self-insure against any liability
of Tenant and its authorized representatives arising out of and in
connection with Tenant's use or occupancy of the Premises up to one
million dollars ($1,000,000) on account of bodily injuries to or death of
one person, and one million dollars ($1,000,000) on account of bodily
injuries to or death of more than one person as the result of any one
accident or disaster and five hundred thousand dollars ($5,000,000) on
account of damage to property.
15. Fire or Other Casualty. Tenant shall give immediate notice to Landlord of
partial damage to the Premises by fire or other casualty. Landlord shall
cause the damage to be repaired with reasonable speed. Rent shall be
proportionately reduced to the extent that the Premises are rendered
untenantable. If the Premises are destroyed or so damaged that in normal
course the Premises cannot be made tenantable within sixty days, or if the
damage occurs during the last ninety days of the term and the Tenant does
not exercise any option to renew, either Landlord or Tenant may terminate
this Lease by written notice to the other. Rentals shall be adjusted as of
the date of the damage, and Tenant shall vacate the Premises within twenty
days from the notice of termination.
16. Condemnation. If the whole or any part of the Premises shall be taken or
condemned by any competent authority for any public or quasi public use or
purpose such as to render the Premises unsuitable for Tenant's use, in
Tenant's discretion, then the Term shall terminate from the date of
possession, and the rentals shall be apportioned accordingly. The
condemnation award shall be paid to Landlord with the exception of any
portion as may be attributable to Tenant's property, such portion shall be
paid to Tenant.
17. Quiet Enjoyment. Landlord agrees that Tenant, upon paying the rent and
performing all the terms and conditions of this Lease, shall quietly have,
hold and enjoy the Premises for the Term as herein stated.
18. Notices. Any notice or demand which by any provision of this Lease is
required or permitted to be given by either party shall be deemed to have
been sufficiently given for all purposes when made in writing and
hand-delivered or sent in the United States mail as certified or
registered mail, return receipt requested, postage prepaid and addressed
as follows:
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if to Landlord: Roche Biomedical Laboratories, Inc.
000 X. Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Facilities Planning
with a copy to: Roche Biomedical Laboratories, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Law Department
if to Tenant: Roche Image Analysis Systems, Inc.
000 Xxxxxx Xxxxx
Xxxx Xxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxx X. Xxxx
with a copy to: Xxxxxxxx-Xx Xxxxx Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attention: Law Department
19. Default. The occurrence of one or more of the following events (an "Event
of Default") shall constitute default by the Tenant:
(a) the rental payments are not paid at the time and place due as
provided herein. Landlord shall give Tenant ten days written notice
of Landlord's intent to declare Tenant in default hereunder, and
Tenant shall have the right to cure such default within ten days
from receipt of the notice;
(b) Tenant fails to comply in any material respect with any term,
provision, condition or covenant of this Lease (other than the
payment of rent), and does not cure such failure within thirty days
after written notice by Landlord specifying such default;
(c) Tenant files (or has filed against it) any petition or action for
relief under any creditor's law (including bankruptcy,
reorganization, or similar actions), either in a state or federal
court;
(d) Tenant becomes insolvent or makes an assignment for benefit of
creditors;
(e) a receiver is appointed for Tenant; or
(f) the leasehold interest of Tenant is attached or levied upon.
20. Landlord's Remedies Upon Default by Tenant. Landlord shall have the
following remedies if Tenant commits an Event of Default. These remedies
are not exclusive; they are cumulative in addition to any remedies now or
later allowed by law.
(a) Landlord shall have the right to terminate this Lease and Tenant's
rights to possession of the Premises at any time without notice to
vacate, re-enter the Premises, pursue its remedies at law or in
equity to recover from Tenant all amounts of rent then due or
thereafter accruing, and pursue such other damages as are caused by
Tenant's default.
(b) No course of dealing between Landlord and Tenant or any delay in
exercising any rights that either party may have under this Lease
shall operate as a waiver of any of the rights hereunder, nor shall
any waiver of a prior default operate as a waiver of any subsequent
default or defaults and no express waiver shall affect any
condition, covenant, rule or regulation other than the one specified
in such waiver and that one only for the time and in the manner
specifically stated.
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21. Indemnification. Tenant agrees to indemnify and defend Landlord and to
save harmless Landlord, and the licensees, invitees, agents, servants and
employees of Landlord against and from claims by or on behalf of any
person, firm or corporation, arising by reason of injury to person or
property occurring on the Premises or Building, to the extent occasioned
by a negligent or intentional act or omission on the part of Tenant.
Landlord agrees to indemnify and defend Tenant and to save harmless
Tenant, and the licensees, invitees, agents, servants and employees of
Tenant against and from claims by or on behalf of any person, firm or
corporation, arising by reason of injury to person or property occurring
on the Premises or Building, to the extent occasioned by a negligent or
intentional act or omission on the part of Landlord. In no event shall
either party be liable for incidental, consequential, or special damages
(including lost profits or revenue). Tenant agrees to pay Landlord
promptly for damage to the Premises or Building caused by Tenant and for
damage due to neglect of the Premises by Tenant or neglect by Tenant of
its equipment, apparatus and appurtenances of which Tenant is obligated to
preserve hereunder.
22. Successors and Assigns. The provisions of this Lease shall bind and inure
to the benefit of Landlord and Tenant, and their respective successors,
heirs, legal representatives and assigns.
23. Termination for Changes in Control or Ownership. Tenant shall give notice
to Landlord within fifteen (15) business days of any change in control or
ownership of Tenant. After receipt of Tenant's notice of change in
ownership or control, Landlord shall have thirty (30) days to give notice
of its intent to terminate this Lease; said termination to be effective on
the date stated in the notice, provided that said termination date shall
not be less than six (6) months after the date of notice. For purposes of
this section, "change in control or ownership" shall include (i) except
with respect to HLR Holdings, Inc. or any of its affiliates, any
reorganization, merger, consolidation, sale, issuance or repurchase of
securities, acquisition of securities or voting rights, or any other
transaction or arrangement, or series of transactions or arrangements,
resulting directly or indirectly in the acquisition by any person or
entity of the securities of Tenant, or (ii) the liquidation, sale, lease,
conveyance or other disposition of substantially all of the assets of
Tenant.
24. Mutual Waiver of Subrogation. For the purpose of Waiver of Subrogation,
the parties mutually release and waive unto the other, all rights to claim
damages, cost or expenses for any injuries to persons (including death) or
property caused by casualty of any type whatsoever in or about the
Premises, if the amount of such damages, cost or expense has been paid to
such party under the terms of any policy of insurance. All insurance
policies carried with respect to this Lease, if permitted under applicable
law, shall contain a provision whereby the insurer waives, prior to loss,
all rights of subrogation against either Landlord or Tenant.
25. Entire Agreement. This Lease constitutes the entire understanding between
the parties hereto. No changes, amendments, representations or agreements
will be effective unless they are in writing and signed by authorized
representatives of both parties. The terms and conditions of the Lease
shall supersede all previous agreements, oral or otherwise. This Lease
shall be governed by and construed pursuant to the laws of the State of
North Carolina. Any applicable provisions required by federal, state, or
local law are hereby incorporated by reference.
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IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
executed in their respective names, as their official acts, by their duly
authorized representatives, effective as of the day and year first above
written.
ROCHE IMAGE ANALYSIS SYSTEMS, INC. ("TENANT")
BY:/s/ illegible
-------------------------------
TITLE: VP Finance & Treasurer
-------------------------------
WITNESS
/s/ illegible
-------------------------------
ROCHE BIOMEDICAL LABORATORIES, INC. ("LANDLORD")
BY: /s/ illegible
-------------------------------
TITLE: SVP
-------------------------------
WITNESS
/s/ illegible
-------------------------------
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EXHIBIT A
DESCRIPTION OF THE PREMISES
Approximately 13,500 square feet located within the building located at 000
Xxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxxx 00000.
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LABCORP
Laboratory Corporation of America
Laboratory Corporation of America(TM)Holdings
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Telephone: 000-000-0000, extension 6582
FAX: 000-000-0000
XXXXXXX X. XXXXX
AVP - FACILITIES PLANNING
January 10, 1996
Xx. Xxxxx Xxxxxx
Roche Image Analysis Systems, Inc.
000 Xxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Re: Lease between Roche Biomedical Laboratories, Inc. and Roche Image Analysis
Systems, Inc.
Dear Xx. Xxxxxx:
Please let this letter serve as official notice that Laboratory Corporation of
America Holdings ("LabCorp") is successor to Roche Biomedical Laboratories, Inc.
and its interest in the above mentioned Lease.
It is our understanding that you wish to renew your current Lease at 000 Xxxxxx
Xxxxx, Xxxx Xxxxxxx, XX. The Renewal Term will begin April 25, 1996 and end
April 30, 1997. Per the terms of the Lease, Paragraph 3, an independent
appraisal was obtained for the subject property in October, 1995. You have seen
a copy of this appraisal, and have agreed to the increased rental rate.
LabCorp will renew your Lease for one year at the rate of $8.25/square foot, for
an annual total of $111,375.00, payable in monthly installments of $9,281.25.
Please indicate your acceptance of this renewal, with the agreed upon rate, by
signing below and returning this letter to me.
Sincerely,
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
AVP - Facilities Planning
Accepted: /s/ X.X. Xxxxxx Xx. Date: 1-22-96
----------------------- -------------
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LABCORP
Laboratory Corporation of America
Laboratory Corporation of America(TM)Holdings
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Telephone: 000-000-0000, extension 6582
FAX: 000-000-0000
XXXXXXX X. XXXXX
AVP - FACILITIES PLANNING
March 18, 1997
Mr. Xxxx Xxxxx
AutoCyte
000 Xxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Re: Lease between LabCorp (formerly Roche Biomedical Laboratories, Inc.) and
AutoCyte (formerly Roche Image Analysis Systems, Inc.) for 000 Xxxxxx Xxxxx,
Xxxx Xxxxxxx, XX
Dear Xx. Xxxxx:
It is our understanding that at the expiration of your current lease, April 30,
1997, you wish to remain as a month to month tenant, until approximately
December 31, 1997.
LabCorp will permit this tenancy, at the current rental rate of $9,281.25 per
month, with the understanding that you will provide 30 days written notice of
intent to vacate, as stated in paragraph 5 of the Lease.
Sincerely,
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
AVP - Facilities Planning
