LEASE AGREEMENT
THE REGAL BUILDING
0000 XXXXX XXX
XXXXXX, XXXXX 00000
THIS LEASE AGREEMENT made and entered into in triplicate as of the 22nd
day of August, 1997, between XXXXXXX-XXXXXXXXXX PROPERTIES, Dallas, Texas,
acting herein by and through one of its duly authorized agents, herein
designated as "Lessor", and Cytoclonal Pharmaceutics, Inc. herein designated
as "Lessee";
W I T N E S S E T H:
Lessor, in consideration of the rent to be paid and of the covenants and
agreements to be performed by Lessee hereinafter set forth, does hereby lease
and demise unto Lessee certain space in the building known as THE REGAL
BUILDING, which building is situated on a tract of land in Dallas, Dallas
County, Texas street address: 0000 XXXXX XXX, which space is more
specifically described as containing approximately 5,018 rentable square feet
and being Suite Number(s) 215 according to the official plat of suite
designations on file in the Building Manager's office. Such space is
hereinafter called or referred to as the "Leased Premises". The total net
rentable area in the building will be variable dependent on usage but for
purposes of this lease the net rentable area in the building is agreed
between Lessor and Lessee to be 50,651 square feet, and shall be referred to
hereinafter as the "net rentable area". The Leased Premises are to be used
and occupied by Lessee as general office and biopharmaceutical research and
development facility and for no other purpose.
TO HAVE AND TO HOLD the said Leased Premises unto the said Lessee, its
permitted successors and assigns, for the term beginning the 1st day of
September, 1997, and ending the 31st day of August, 1998, unless sooner
terminated as herein provided.
The Leased Premises are hereby leased by Lessor to Lessee and are
accepted, or are to be accepted, and are to be used and possessed by Lessee
upon and subject to the following terms, provisions, covenants, agreements
and conditions, to-wit:
1. RENTAL:
(a) Lessee agrees and promises to pay to Lessor at 0000 Xxxxx Xxxxxx,
Xxxxx 000, Xxxxxx, Xxxxx 00000 (or at such other place as Lessor may
designate) in lawful money of the U.S.A. as and for rental for the Leased
Premises the sum of $49,200.00 as the base rental for the entire term,
payable $4,100.00 monthly in advance and without demand on the first day of
each calendar month during and throughout the stated term of this lease, and
without any set-off or counter-claim whatsoever. Should this lease commence
on a day other than the first day of a calendar month or terminate on a day
other than the last day of a calendar month, the rent for such partial month
shall be appropriately reduced. The first monthly rental installment together
with the security deposit (hereinafter stated) shall be paid to Lessor in
advance, upon the execution of this lease.
(b) Should Lessee, with Lessor's consent, occupy the Leased Premises
prior to the beginning of the term set forth above, all provisions of this
lease shall be in full force and effect from the commencement of such
occupancy and the rent for such early period shall be at the same monthly
rate above provided. Such prior occupancy shall not, however, shorten the
term of this lease, but to the contrary, said lease shall continue in force
and effect until the termination date stated herein, unless sooner terminated
as provided herein.
(c) Lessee further agrees to pay as additional monthly rental hereunder
for the twelve (12) month period beginning with the first day of January
first following Lessee's occupancy of the Leased Premises and for each twelve
(12) month period (or fraction) thereafter during the term hereof (including
any extensions thereof) beginning each January 1, an amount equal to the
percent of increase in the Consumer Price Index for all Urban Consumers (All
items: 1982-84=100) published for the month of December of each calendar year
during the term of this lease agreement by the Bureau of Labor Statistics of
the United States Government for Dallas, Texas, times the monthly rental paid
immediately prior to such increase. The base for calculating this percentage
increase shall be the Consumer Price Index published for the month of
January, 1998. If the Consumer Price Index is discontinued, the parties
shall accept comparable statistics on the purchasing power of the consumer's
dollar as published at the time of said discontinuance by a responsible
financial periodical of recognized authority to be then chosen by Lessor.
(d) In no event shall Lessee's rent be less than the base rental set
forth in paragraph 1(a) above.
2. LATE PAYMENT CHARGE:
In the event any monthly installment of rent is not paid within ten
(10) days after it is due and payable as set forth in this lease, Lessee
agrees to pay as a late charge an amount equal to five percent (5%) of the
monthly installment of rent that is due and payable. In the event any other
sum of money (other than monthly rental installment owing to Lessor by Lessee
pursuant to the terms of this lease is not paid when due, Lessee agrees that
such sum shall bear interest at the rate of eighteen percent (18%) per annum
from the date due until the date such sum is paid in full to Lessor.
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3. SECURITY DEPOSIT:
Lessee has deposited with Lessor the sum of $-0- as security
for the full and faithful performance by Lessee of Lessee's covenants and
obligations hereunder. Such security deposit shall not bear interest and
shall not be considered an advance payment of rent or a measure of Lessor's
damages in case of default by Lessee. In the event Lessee defaults in the
performance of any of the covenants and obligations to be performed by it
hereunder including but not limited to the payment of all rent to be paid
hereunder, Lessor may from time to time without prejudice to any other
remedy, use such security deposit to the extent necessary to make good any
arrearages in rent or any sum as to which Lessee is in default and any other
damage, injury, expense, or liability caused to Lessor by such default,
including any damages or deficiency in the reletting of the Leased Premises,
whether such damages or deficiency may accrue before or after termination of
this lease. Following any such application of the security deposit, Lessee
shall pay to Lessor on demand the amount so applied in order to restore the
security deposit to its original amount. Additionally, upon written notice
by Lessor, Lessee shall increase the Security Deposit by an amount equal to
the increase in the monthly rental pursuant to Paragraph 1(c) hereof. If
Lessee is not then in default hereunder, any remaining balance of the security
deposit shall be returned by Lessor to Lessee upon termination of this lease
and after delivery of the entire possession of the Leased Premises to Lessor
in accordance with this lease. If Lessor assigns its interest in the Leased
Premises during the lease term, Lessor may assign the security deposit to the
assignee and thereafter Lessor shall have no further liability for the return
of such security deposit to the assignee and Lessee agrees to look solely to
the assignee for the return of such security deposit.
4. COMPLETION OF IMPROVEMENTS AND COMMENCEMENT OF RENT:
(a) If for any reason the Leased Premises are not ready for
occupancy by Lessee on the date of the commencement of the term hereof, the
obligations of Lessor and Lessee shall continue in full force and effect;
however, in such event, the rent provided for herein shall not commence until
the earlier of (i) the date the Leased Premises are ready for occupancy by
Lessee, or (ii) thirty (30) days after Lessor shall have notified Lessee in
writing that the Leased Premises are available to Lessee for the installation
of Lessee's improvements to the Leased Premises. In such event, such
abatement of rent shall constitute full settlement of all claims that Lessee
might otherwise have against Lessor by reason of the Leased Premises not
being ready for occupancy by Lessee on the date of the commencement of the
term hereof, and the term of this lease shall not be extended beyond the
termination date specified in this lease.
(b) If the subject Leased Premises are not occupied under the
terms of this lease on or before twelve (12) months from the projected
beginning date of the term specified herein, this lease shall terminate and
come to an end and Lessor and Lessee shall have no further rights or
obligations hereunder except as otherwise provided for herein. In such
event, abatement of rent from the projected beginning date of the term
specified herein shall constitute full settlement of all claims that Lessee
might otherwise have against Lessor by reason of the Leased Premises not
being ready for occupancy.
5. ACCEPTANCE OF LEASED PREMISES AND BUILDING BY LESSEE:
The taking of possession of the Leased Premises by Lessee shall be
conclusive evidence against Lessee: (i) that the Leased Premises are suitable
for the purposes for which same are leased; (ii) that the building and each
every part and appurtenance thereof are in a good and satisfactory condition,
and (iii) that Lessee waives any defects in the Leased Premises and its
appurtenances and in all other parts of the building and the appurtenances
thereto. Lessee hereby accepts the Leased Premises as suitable for the
purposes for which they are leased and knowingly and voluntarily waives any
implied warranty of suitability. Lessor shall not be liable to Lessee or to
any of its agents, employees or invitees for any damages to persons or
property due to the building or any part or appurtenance thereof being
improperly constructed or being or becoming out of repair or arising from the
leaking of gas, water, sewer, steam pipes, electricity or otherwise.
6. SERVICES BY LESSOR:
(a) Lessor agrees to furnish for the occupied portion of the
Leased Premises at Lessor's cost and expense, the following services: (1)
Heating and air conditioning in season, at such temperatures between 68DEG
and 72DEG F provided twenty-four (24) hours a day, unless otherwise required
by governmental authority; and provided further that Lessee shall bear the
entire cost of such additional service at rates set by Lessor from time to
time and Lessee shall pay for such usage as additional rental upon receipt by
Lessee of a statement therefor from Lessor; (2) cold water at the normal
temperature of the supply of water to the building for lavatory and toilet
purposes, refrigerated water for drinking purposes and hot water (from the
regular supply of water to the building) through fixtures installed by Lessor
or by Lessee with Lessor's consent; and (3) electric lighting for all public
areas and special service areas of the building in the manner and to the
extent deemed by the Lessor to be reasonable and standard.
(b) Lessor shall furnish to Lessee all electrical current required
by Lessee in its use and occupancy of the Leased Premises. The obligation of
the Lessor hereunder to furnish such electrical service shall be subject to
the rules and regulations of the supplier of such electricity and of any
municipal or other governmental authority regulating the business of
providing electrical utility
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service. Lessee agrees that at all times its use of electric current shall
never exceed the capacity of existing feeders to the building or the risers
or wiring installations. Without Lessor's prior consent, Lessee shall not
install any equipment that shall require for its use other than the normal
electric current and electrical equipment supplied by the Lessor.
(c) Lessor does not warrant that the service provided for herein
will be free from interruption or stoppage caused by the maintenance,
replacement or improvement of any of the equipment involved in the furnishing
of any such services, or caused by labor controversies, accidents, acts of
God or the elements or any other cause beyond the reasonable control of
Lessor, and specifically no interruption or stoppage of any such services
shall ever be construed as an eviction of Lessee nor shall same cause any
abatement of the rent payable hereunder or in any manner of for any purpose
relieve Lessee from any of its obligations hereunder, and in any event Lessor
shall not be liable for any interruption or stoppage of any such services or
for any damage to persons or property resulting therefrom provided Lessor
uses reasonable diligence to resume the service or to cause same to be
resumed.
(d) Janitorial cleaning service (is not) provided by Lessor
under the lease. If provided by Lessor, janitorial service shall be scheduled
for five days per week.
7. QUIET ENJOYMENT:
Lessor agrees to warrant and defend Lessee in the quiet enjoyment
and possession of the Leased Premises during the term of this lease provided
Lessee (i) pays, as when due and payable, the rent payable hereunder, and
(ii) keeps and fulfills all of the terms, covenants, agreements and
conditions on its part hereunder.
8. USE AND OCCUPANCY:
Lessee agrees that the Leased Premises shall be used and occupied
by Lessee only as specified in this lease, and Lessee agrees, to use and
maintain the Leased Premises in a clean, careful, safe and proper manner and
to comply with all applicable laws, ordinances, order, rules and regulations
of all governmental bodies (state, federal and municipal). Lessee agrees to
pay on demand, for any damage to the Leased Premises or to any other part of
the building caused by any negligence or willful act or any misuse or abuse
(whether or not any such misuse or abuse results from negligence or willful
act) by the Lessee or any of its agents, employees or invitees or any other
person not prohibited, express or implied, by Lessee from entering upon the
Leased Premises. Lessee agrees not to use or to allow or permit the Leased
Premises to be used for any purpose prohibited by any law of the United
States or of the State of Texas or by ordinance of the City of Dallas, Texas,
and Lessee agrees not to commit waste or suffer or permit waste to be committed
or to allow or permit any nuisance on or in the Lease Premises. Lessee will
not occupy or use nor permit any portion of the premises leased hereunder to be
occupied or used for any business or purpose which is deemed to be unlawful
or disreputable in any manner. At the termination of this lease, whether by
lapse of time or otherwise, Lessee shall deliver the Leased Premises to
Lessor in as good condition as the same are as of the date of the taking of
possession thereof by Lessee, ordinary wear and tear only excepted, and upon
such termination of this lease, Lessor shall have the right to re-enter and
resume possession of the Leased Premises. Lessee will conduct its business and
occupy the Leased Premises and will control its agents, employees and
invitees in such a manner so as not to create any nuisance or interfere with,
annoy or disturb any of the other tenants in the building, or Lessor in its
management of the building. Lessee shall not use the Leased Premises or allow
or permit same to be used in any way or for any purpose that Lessor may deem
to be extra hazardous on account of the possibility of fire, or other
casualty or which will increase the rate of fire or other insurance for the
building or its contents or in respect to the operation of the building, or
which may render the building uninsurable at normal rates by responsible
insurance carriers authorized to do business in the State of Texas or which
may render void or voidable any insurance on the building. In the event that
by reason of Lessee's acts or conduct of business there shall be an increase
in the rate of insurance on the building or contents, then Lessee hereby agrees
to pay such increase. Lessee hereby covenants and agrees with lessor that it
will not engage in the sale of vending machine items including, but not limited
to cold drinks, coffee, etc.
9. ASSIGNMENT AND SUBLETTING:
Lessee shall not, without the prior written consent of Lessor,
assign or in any manner transfer this lease and without the prior written
consent of Lessor, Lessee shall not sublet the Leased Premises in whole or in
Part.
10. ALTERATIONS AND ADDITIONS BY LESSEE:
Lessee shall make no alterations in or additions to the Leased
Premises without the prior written consent of Lessor, which consent shall not
be unreasonably withheld as to nonstructural alterations, and all alterations
and improvements and additions made to or fixtures or other improvements
placed in or upon the Leased Premises by Lessor shall be deemed a part of the
building and the property of Lessor at the time same are placed in or upon
the Leased Premises and same shall remain upon and be surrendered with the
Leased Premises as a part thereof at the termination of this lease, unless
Lessor requests their removal, in which event Lessee shall remove the same
and restore the Leased Premises to their original condition at Lessee's
expense. Lessee shall be entitled to remove any alterations, additions or
improvements made in the Leased Premises by Lessee; provided however, Lessee
must complete such removal prior to the expiration of the lease term and must
repair any damage to the Leased Premises caused by such removal. Lessee shall
not, without Lessor's prior written consent (a) make any changes to or paint
the building front or (b) install any exterior lighting, decorations or
paintings, or (c) erect or install any signs, window or door lettering,
placards, decorations or advertising media of any type which can be viewed
from the exterior of the Demised Premises. All signs, decorations and
advertising media shall conform in all respects to the sign criteria
established by Lessor for the building from time to time in the exercise of
its sole discretion, and shall be subject to the prior written approval of
Lessor as to construction, method of attachment, size, shape, height,
lighting, color and general
Page 3
appearance. All signs shall be kept in good condition and in proper
operating order at all times. Lessor reserves the right to designate a
uniform type of sign for the building to be installed and paid for by Lessee.
Lessee, upon vacation of the Leased Premises, or the removal or alteration
of its sign for any reason, shall be responsible for the repair, or
replacement, of the building fascia surface where signs are attached.
11. INSPECTION AND REPAIRS:
Lessor shall have the right at any time to enter the Leased Premises
for the purpose of examining and inspecting the same and to make such repairs,
additions or alterations as Lessor may deem necessary or proper for the safety,
improvement or preservation of the Leased Premises or of the building. Lessor
shall have the right at any time to make such alterations or changes in other
portions of the building as it may deem necessary or desirable so long as such
alterations or changes do not unreasonably interfere with the use and occupancy
by Lessee of the Leased Premises. Lessee shall, at its own cost and expense,
promptly repair or replace any damage or injury done to the Leased Premises or
any other part of the building by Lessee or its agents, employees or invitees,
including but not limited to, repair and replacements to the windows, window
glass, plate glass, doors and the interior of the Leased Premises in general,
and if Lessee shall fail to make such repairs or replacements promptly, or at
least within fifteen (15) days of the occurrence of the damage or injury,
Lessor may, at its option, make such repair or replacement and the cost incurred
by Lessor thereby shall constitute a demand obligation owing by Lessee to
Lessor from the date of payment by Lessor.
12. LIABILITY OF LESSOR:
Lessor shall not be liable, except in the event of gross negligence
or willful misconduct, to Lessee or any of its agents, employees, servants,
or invitees for any damage to person or property due to the condition or
design of any defect in the building or its mechanical systems and equipment
which may exist or occur, and Lessee, with respect to itself and its agents,
employees, servants and invitees, hereby expressly assumes all risks of
damage to person or property by reason of the present or future condition of
the Leased Premises or the building. Lessee agrees that all personal
property upon the Leased Premises shall be at the risk of Lessee only, and
that Lessor shall not be liable for any damage thereto or theft thereof.
13. INDEMNITY LIABILITY:
Lessee will indemnify and save harmless Lessor of and from (i) all
fines, suits, claims, demands, and actions of any kind by reason of any
breach, violation, or non-performance of any condition hereof on the part of
Lessee and (ii) all claims, demands, actions, damages, loss, cost,
liabilities, expenses and judgments suffered by, recovered from or asserted
against Lessor on account of injury or damage to person or property to the
extent that any such damage, or injury may be incident to, arise out of, or
be caused, either proximately or remotely, wholly or in part, by an act,
omission, negligence, or misconduct on the part of Lessee or any of its
agents, servants, employees, contractors, patrons, guests, licensees, or
invitees, and Lessee is familiar with said premises, acknowledges that same
are received by him in good state of repair, accepts them in the condition in
which they are now, and Lessee accepts said premises as suitable for the
purposes for which same are leased.
14. FIRE OR OTHER CASUALTY:
If the Leased Premises or any part thereof shall be damaged by fire
or other casualty, Lessee shall give prompt notice thereof to Lessor. In
case the building shall be so damaged by fire or other casualty that
substantial alteration or reconstruction of the building, shall in Lessor's
sole opinion, be required (whether or not the Leased Premises shall have been
damaged by such fire or other casualty) or in the event any mortgage under a
mortgage or deed of trust covering the building should require that the
insurance proceeds payable as a result of said fire or other casualty be used
to retire the mortgage debt, Lessor may, at its option, terminate this lease
and the terms and estate hereby granted by notifying Lessee in writing of
such termination within sixty (60) days after the date of such damage, in
which event the rent hereunder shall be abated as of the date of such damage.
If Lessor does not thus elect to terminate this lease, Lessor shall within
sixty (60) days after the date of such damage commence to repair and restore
the building and shall proceed with reasonable diligence to restore the
building (except that Lessor shall not be responsible for delays outside its
control) to substantially the same condition in which it was immediately
prior to the happening of the casualty, except that Lessor shall not be
required to rebuild, repair, or replace any part of Lessee's furniture or
furnishings or of fixtures and equipment removable by lessee under the
provisions of this lease. Lessor shall not be liable for any inconvenience or
annoyance to Lessee or injury to the business of Lessee resulting in any way
from such damage in the repair thereof; except that during the time and to
the extent that the Leased Premises are unfit for occupancy, Lessor shall, at
its option, either furnish Lessee with comparable office space at prevailing
market rates or a fair diminution of rent, the choice of which will be
Lessor's sole discretion. If the damages are caused by the negligence of
Lessee, its agents, servants, employees, contractors, patrons, guests,
licenses, or invitees there will be no abatement of rent and Lessee will be
liable for any damages in excess of the amount paid by insurance proceeds
received by Lessor. Any insurance which may be carried by Lessor or Lessee
against loss or damage to the building or to the Leased Premises shall be for
the sole benefit of the party carrying such insurance and under its sole
control.
15. CONDEMNATION:
If the whole or substantially the whole of the building or the
common areas or the whole or any portion of the Leased Premises shall be
lawfully condemned or taken in any manner for any lawful purpose, this lease
shall, at the option of either Lessor or Lessee, cease and terminate as of
the date of taking of possession for such purpose. If less than the whole or
substantially the whole of the building or the common areas shall
Page 4
be so condemned, the Lessor, whether or not the Leased Premises be affected,
may, at its option terminate this lease as of the date of the taking of
possession for such purposes by notifying Lessee in writing of such
termination. If upon any such condemnation this lease shall continue in
force as to any part of the Leased Premises, the rent payable hereunder shall
be diminished by an amount representing that part of said rent as shall
properly be applicable to the portion of the Leased Premises which was so
condemned or taken and Lessor shall, at its expense, proceed with reasonable
diligence to repair, alter and restore the remaining part of the building and
the Leased Premises substantially to its former condition to the extent that
the same, in Lessor's judgment may be feasible. Lessor shall be entitled to
receive the entire award in any condemnation proceedings including any award
for the value of any unexpired term of this lease. However, Lessee shall be
entitled to seek a separate award for the taking of any trade fixtures or
personal property therein and for any lost profits and moving expenses
incurred by Lessee because of the taking.
16. WAIVER OF SUBROGATION:
Each party hereto hereby waives any and every claim which arises or
may arise in its favor and against the other party hereto, or anyone claiming
through or under them, by way of subrogation or otherwise, during the term of
this lease or any extension or renewal thereof for any and all loss of, or
damage to, any of its property (whether or not such loss or damage is caused
by the fault or negligence of the other party or anyone for whom said other
party may be responsible) which loss or damage is covered by valid and
collectible fire and extended coverage insurance policies, to the extent that
such loss or damage is recovered under said insurance policies. Said waivers
shall be in addition to, and not in limitation or derogation of, any other
waiver or release contained in this lease with respect to any loss or damage
to property of the parties hereto. Inasmuch as the above mutual waivers will
preclude the assignment of any aforesaid claim by way of subrogation (or
otherwise to an insurance company for any other person) each party hereto
hereby agrees immediately to give to each insurance company which has issued
to it policies of fire and extended coverage insurance written notice of the
terms of said mutual waivers, and to have said insurance policies properly
endorsed, if necessary, to prevent the invalidation of said insurance
coverages by reason of said waivers.
17. EVENTS OF DEFAULT:
The following events shall be deemed to be events of default by
Lessee under this lease:
(a) Lessee shall fail to pay any installment of the rent hereby
reserved when due and such failure shall continue for a period of ten (10)
days.
(b) Lessee shall fail to comply with any term, provision or
covenant of this lease, other than the payment of rent, and shall not cure
such failure within ten (10) days after written notice thereof to Lessee:
(c) Lessee shall make an assignment for the benefit of creditors;
(d) Lessee shall file a petition under any section or chapter of
National Bankruptcy Act, as amended, or under any similar law or statute of
the United States or any state thereof, or Lessee shall be adjudged bankrupt
or insolvent in any proceeding filed against Lessee there under and such
adjudication shall not be vacated or set aside within thirty (30) days;
(e) A receiver or Trustee shall be appointed for all or
substantially all of the assets of Lessee and such receivership shall not be
terminated or stayed within thirty (30) days; or
(f) Lessee shall abandon or vacate any substantial portion of the
Leased Premises for a period of five (5) or more days.
18. REMEDIES:
Upon the occurrence of any event of default hereunder, Lessor shall
have the option to pursue any one or more of the following remedies without
any notice or demand whatsoever:
(a) Terminate this lease in which event Lessee shall immediately
surrender the Leased Premises to Lessor, and if Lessee fails to do so,
Lessor, may, without prejudice to any other remedy which it may have for
possession or arrearages in rent, enter upon and take possession and expel or
remove Lessee and any other person who may be occupying the Leased Premises or
any part thereof, by force if necessary, without being liable for prosecution
or any claim of damages thereof. Lessee agrees to pay to Lessor on demand
the amount of all loss and damage which Lessor may suffer by reason of such
termination, whether through inability to relet the Leased Premises on
satisfactory terms or otherwise, including the loss of the base rental for
the remaining term of the lease:
(b) Enter upon and take possession of the Leased Premises and
expel or remove Lessee and any other person who may be occupying the Leased
Premises or any part thereof, by force it necessary, without being liable for
prosecution or any claim for damages therefor, and if Lessor so elects,
relet the Leased Premises on such terms as Lessor shall deem advisable and
receive the rent thereof. Lessee agrees to pay to Lessor on demand any
deficiency in base rental that may arise by reason of such reletting; and
(c) Enter upon the Leased Premises by force if necessary, without
being liable for prosecution or any claim for damages, therefor, and do
whatever Lessee is obligated to do under the terms of this lease, and Lessee
agrees to reimburse Lessor on demand for any expenses which Lessor may incur
in thus effecting compliance with Lessor's obligations under this lease, and
Lessee further agrees that Lessor shall not be liable for damages resulting
to the Lessee from such actions.
Page 5
In addition to the foregoing remedies, in the event of the failure or
refusal by Lessee to make the timely and punctual payment of any rent or
other sums payable under this Lease when and as the same shall become due and
payable, or in the event of an abandonment of the Leased Premises by Lessee,
Lessor is entitled and is hereby authorized, without any notice to Lessee
whatsoever, to enter upon the Leased Premises by use of a master key, a
duplicate key, picking the locks, or other peaceable means, and to change,
alter, and/or modify the door locks on all entry doors of the Leased
Premises, thereby excluding Lessee, and its officers, principals, agents,
employees and representatives therefrom. In the event that Lessor has either
permanently repossessed the Leased Premises pursuant to the foregoing
provisions of this Lease, or has terminated the Lease by reason of Lessee's
default, Lessor shall not thereafter be obligated to provide Lessee with a
key to the Leased Premises at any time; provided however, that in any such
instance, during Lessor's normal business hours and at the convenience of
Lessor, and upon the written request of Lessee accompanied by such written
waivers and releases as Lessor may require, Lessor will escort Lessee or its
authorized personnel to the Leased Premises to retrieve any personal
belongings or other property of Lessee not subject to the landlord's lien or
security interest described in this Lease. If Lessor elects to exclude
Lessee from the Leased Premises without permanently repossessing or
terminating pursuant to the foregoing provisions of this Lease, then Lessor
(at any time prior to permanent repossession or termination) shall not be
obligated to provide Lessee a key to re-enter the Leased Premises until
such time as all delinquent rental and other amounts due under this Lease
have been paid in full (and all other defaults, if any, have been completely
cured to Lessor's satisfaction), and Lessor has been given assurance
reasonably satisfactory to Lessor evidencing Lessee's ability to satisfy its
remaining obligations under this Lease. During any such temporary period of
exclusion, Lessor will, during Lessor's regular business hours and at
Lessor's convenience, upon written request by Lessee, escort Lessee or its
authorized personnel to the Leased Premises to retrieve personal belongings
of Lessee or its employees, and such other property of Lessee as is not
subject to the landlord's lien and security interest described in this Lease.
This remedy of Lessor shall be in addition to, and not in lieu of, any of its
other remedies set forth in this Lease, or otherwise available to Lessor at
law or in equity. The provisions hereof shall override and control any
conflicting provisions of Section 93.002 of the Texas Property Code, as
amended.
No re-entry or taking possession of the Leased Premises by Lessor shall
be construed as an election on its part to terminate this lease, unless a
written notice of such intention be given to Lessee. Notwithstanding any such
reletting or re-enter or taking possession, Lessor may at any time
thereafter elect to terminate this lease for a previous default. Pursuit of
any of the foregoing remedies shall not preclude pursuit of any of the other
remedies herein provided by law, nor shall pursuit of any remedy herein
provided constitute a forfeiture or waiver of any rent due to Lessor hereunder
or of any damages accruing to Lessor by reason of the violation of any of the
terms, provisions and covenants herein contained. Lessor's acceptance of rent
following an event of default hereunder shall not be construed as Lessor's
waiver of such event of default. No waiver by Lessor of any violation or
breach of any of the terms, provisions, and covenants herein contained
shall be deemed or construed to constitute a waiver of any other violation
or breach of any of the terms, provisions, and covenants herein contained.
Forbearance by Lessor to enforce one or more of the remedies herein
provided upon an event of default shall not be deemed or construed to
constitute a waiver of any other violation or default. The loss or damage
that Lessor may suffer by reason of termination of this lease or the
deficiency from any reletting as provided for above shall include the expense
of repossession and any repairs or remodeling undertaken by Lessor following
possession. Should Lessor at any time terminate this lease for any default,
in addition to any other remedy Lessor may have, Lessor may recover from
Lessee all damages Lessor may incur by reason of such default, including
the cost of recovering the Leased Premises and the loss of the base rental
for the remaining term of the lease.
19. LANDLORD'S LIEN:
In addition to the statutory landlord's lien and in order to secure
payment of all rentals and other sums of money becoming due hereunder from
Lessee, and to secure payment of any damages or loss which Lessor may suffer
by reason of the breach by Lessee of any covenant, agreement, or condition
contained herein, Lessee hereby grants unto Lessor a security interest in
and an express contractual lien upon all goods, wares, equipment, fixtures,
furniture, improvements, and other personal property of Lessee presently or
which may hereafter be situated on the Leased Premises (except such part of
such property as may be exchanged, replaced, or sold from time to time in
the ordinary course of Lessee's operations) and all proceeds therefrom, and
such property shall not be removed therefrom without the consent of Lessor
until all arrearages in rent as well as any and all other sums of money then
due to Lessor hereunder shall first have been paid and discharged and all the
covenants, agreements, and conditions hereof have been fully complied with
and performed by Lessee. Upon the occurrence of an event of default by
Lessee, Lessor may, in addition to any other remedies provided herein, enter
upon the Leased Premises and take possession of any and all such goods,
wares, equipment, fixtures, furniture, improvements, and other personal
property of Lessee situated on the Leased Premises, without liability for
trespass or conversion (and Lessee hereby waives any right to notice or
hearing prior to such taking of possession by Lessor) and sell the same at
public or private sale, with or without having such property at the sale,
after giving Lessee reasonable notice of the time and place of any public
sale or of the time after which any private sale is to be made, at which sale
Lessor or its assigns may purchase unless otherwise prohibited by law.
Unless otherwise provided by law, and without intending to exclude any other
manner of giving Lessee reasonable notice, the requirement of reasonable
notice shall be met if such notice is given in the manner prescribed by this
lease at least five (5) days before the day of sale. The proceeds from any
such disposition, less any and all expenses connected with the taking of
possession, holding, and selling of the property (including reasonable
attorney's fees and other expenses), shall be applied as a credit against the
indebtedness secured by the security interest granted in this paragraph. Any
surplus shall be paid to Lessee or as otherwise required by law; and the
Lessee shall pay any deficiency forthwith. Upon request by Lessor, Lessee
agrees to execute and deliver to Lessor a financing statement in form
sufficient to perfect the security interest of Lessor in the aforementioned
property and proceeds thereof under the provisions of the Uniform Commercial
Code in force in the State of Texas. This lease shall also be deemed a
security agreement under the Uniform Commercial Code of Texas and Lessor
shall additionally have the rights and remedies provided by said Uniform
Commercial Code. The statutory lien for rent is not hereby waived, the
security interest herein granted being in addition and supplementary thereto.
Page 6
20. ABANDONED PROPERTY:
All of Lessee's fixtures and personal property not promptly removed
by Lessee from the Leased Premises at the termination of this lease, whether
termination shall occur by the lapse of time or otherwise, shall thereupon be
conclusively presumed to have been abandoned by Lessee, and shall become the
property of the Lessor.
21. HOLDING OVER BY LESSEE:
Lessee shall not hold over beyond the termination of this lease,
but should Lessee continue to hold the Leased Premises after the termination
of this lease, whether the termination occurs by lapse of time or otherwise,
Lessee shall pay to Lessor, as liquidated damages for each month of such holding
over one and one-half (1-1/2) times the amount of the monthly installments of
rent hereinabove provided for, which amounts shall be due and payable in
advance on the first day of each calendar month. During such time as Lessee
shall continue to hold the Leased Premises after the termination hereof, such
holding over shall be a tenancy from month-to-month, and Lessee shall be
regarded as a tenant from month-to-month subject, however, to all of the
terms, provisions, covenants and agreements on the part of the Lessee
hereunder. No payments of money by Lessee to Lessor after the termination of
this lease or after the giving of any notice by Lessor to Lessee shall
reinstate, continue or extend the term of this lease or affect any notice
given Lessor to Lessee, and no extension of this lease shall be valid and
until the same shall be reduced to writing and signed by both Lessor and
Lessee.
22. NO IMPLIED WAIVER:
No provision of this lease shall be deemed to have been waived by
Lessor unless such waiver be in writing signed by Lessor. No express waiver
shall affect any condition other than the one specified in such waiver and
that one only for the time and in the manner specifically stated.
23. SUBORDINATION:
This lease and all rights of Lessee hereunder shall be subject and
subordinate (i) to any mortgage and any deed of trust which do now or may
hereafter affect the real property of which the Leased Premises forms a part,
and (ii) to any and all increases, renewals, modifications, consolidations,
replacements and extension of any of such mortgages and deeds of trust. This
provision is hereby declared by Lessor and Lessee to be self-operative and
no further instrument shall be required to effect such subordination of this
lease. Lessee shall, however, upon demand at anytime or times execute,
acknowledge and deliver to Lessor any and all instruments and certificates
that may be necessary or proper to more effectively subordinate this lease
and all rights of Lessee hereunder to any such mortgage or mortgages and/or
deeds or deeds of trust or to confirm or evidence subordination.
This lease and all rights to Lessee hereunder are further subject
and subordinate to the extent that the same relate to the Leased Premises, to
all applicable ordinances of the City of Dallas, Texas, relating to
easements, franchises and other interests or rights upon, across or
appurtenant to the building or any of the land upon which the building is
situated.
24. RULES AND REGULATIONS:
Lessee covenants and agrees that it will comply with the rules and
regulations of Lessor contained in this agreement, same being expressly made
a part hereof, as well as all reasonable changes and additions that may at
any time be adopted by Lessor for the operation and protection of the
building and the protection and welfare of its tenants. Lessor expressly
reserves the right at any time to make such reasonable changes in and
additions to such rules and regulations, provided, however, that same shall
not become effective and part of this lease until a copy thereof shall have
been delivered to Lessee.
25. AMENDMENT:
It is agreed between Lessor and Lessee that no amendment or
modification of this lease shall be valid or binding unless expressed in a
writing executed by both of the parties hereto. In addition, no provision of
this lease shall be altered, waived, amended or extended except in writing
executed by both Lessor and Lessee.
26. MECHANIC'S AND MATERIALMAN'S LIENS:
Lessee shall cause to be discharged, within ten (10) days after the
filing thereof, any general contractor mechanic's or material man's lien that
may be filed against the building, or any part thereof, on account of any
work claimed to have been performed at the request of or for the account of
Lessee or any materials claimed to have been furnished to, at the request of
or for the account of Lessee. If Lessee shall fail to discharge such lien
within such period, then in addition to any other right or remedy of Lessor,
Lessor may, but shall not be obligated to, discharge the same either by
paying the amount claimed to be due or by procuring the discharge of such
lien by deposit in court or bonding. Any amount paid by Lessor for any of the
aforesaid purposes, or for the satisfaction of any other lien, not caused or
claimed to be caused by Lessor, and all reasonable legal and other expenses
of Lessor, including reasonable attorney's fees, in defending any such action
or in or about procuring the discharge of such lien, with all necessary
disbursements in connection therewith, with interest thereon at the rate of
eighteen percent (18%) per annum from the rate of payment shall be paid by
Lessee to Lessor on demand.
Page 7
27. RELOCATION:
Lessor expressly reserves the right at any time and from time to
time to substitute, instead of the Leased Premises, other space (the "New
Premises") of Lessor's choosing and to require that Lessee relocate to the New
Premises, which New Premises shall be of approximately the same dimensions
and size within the building. The New Premises shall also be decorated by
Lessor at Lessor's sole cost and expense so that the interior design and
decoration of the New Premises shall be comparable to the then existing
interior design and decoration of the Leased Premises. Prior to any
relocation hereunder, Lessor shall give Lessee at least thirty (30) days
written notice specifying Lessor's intention to relocate Lessee. Lessor shall
reimburse Lessee for Lessee's reasonable out-of-pocket expenses for moving
Lessee's furniture, equipment, supplies, and telephones and telephone
equipment from the Leased Premises to the New Premises. Lessee agrees that
Lessor's exercise of Lessor's election to require that Lessee relocate shall
not terminate this Lease or release Lessee, in whole or in part, from
Lessee's obligation to pay the rental and perform the covenants and
agreements hereunder for the full term of this Lease. In the event of any
such relocation, this Lease shall continue in full force and effect with no
change in the terms, covenants or conditions hereof other than the
substitution of the New Premises for the Leased Premises.
28. AUTHORITIES FOR ACTION AND NOTICES:
Lessor any act in respect to any matter arising under this lease
through any one of its executive officers or its manager of the building, and
any notice given by Lessee or Lessor hereunder, in order to be effective and
binding, must be in writing and sent to Lessor's manager of the building by
United States certified mail, with adequate postage prepaid, addressed to the
manager at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 or to such other
person and/or other address as Lessor may designate by written notice to
Lessee. Any notice given by Lessor to Lessee hereunder, in order to be
effective and binding, must be in writing and hand delivered or sent by
United States certified mail, with adequate postage prepaid, addressed to
Lessee at the Leased Premises.
29. GOVERNING LAW AND VENUE:
This lease shall be governed by and subject to the laws of the
State of Texas, and is performable in Dallas, Dallas County, Texas.
30. ATTORNEY'S FEES:
Either party to the lease shall pay to the other party upon demand
all attorney's fees and all expenses and court costs incurred in enforcing
any of the obligations under this lease.
31. SEVERABILITY:
Each and every covenant and agreement contained in this lease is,
and shall be construed to be, a separate and independent covenant and
agreement. If any term or provision of this lease or the application thereof
to any person or circumstances shall to any extent be invalid and
unenforceable, the remainder of this lease, or the application of such term
or provision to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby.
32. FORCE MAJEURE:
Whenever a period of time is herein prescribed for action to be
taken by Lessor or Lessee, such party shall not be liable or responsible for,
and thereby shall be excluded from the computation for any such period of
time, any delays due to strikes, acts of God, shortages of labor or
materials, war, governmental laws, regulations, restrictions, or any other
cause of any kind whatsoever which is beyond the control of such party.
33. JOINT AND SEVERAL LIABILITY:
If there be more than one Lessee, the obligation hereunder imposed
upon Lessee shall be joint and several.
34. BINDING EFFECT:
All of the covenants, agreements, terms, and conditions to be
observed and performed by the parties hereto shall be applicable to and
binding upon their respective heirs, personal representatives, successors,
and, to the extent assignment is permitted hereunder, their respective
assigns.
Page 8
35. ADDITIONAL TERMS AND CONDITIONS:
I. EXHIBIT "A" - Floorplan attached.
II. Lessor will provide Lessee with 6 (six) reserved underground
parking spaces.
LESSOR: LESSEE:
XXXXXX-XXXXXXXXXX PROPERTIES Cytoclonal Pharmaceutics, Inc.
---------------------------------------
Company or Individual
By: By: /s/ XXX XXXXXXXXXX
------------------------------ ------------------------------------
XXXXXXXX XXXXXXX, XX.
Managing Partner
Name: Xxx Xxxxxxxxxx
------------------------------------
Title: Vice President Operations & Finance
------------------------------------
0000 Xxxxx Xxxxx, Xxxxx #000
------------------------------------------
Address (Home Office and/or Residence)
Xxxxxx, Xxxxx 00000
------------------------------------------
City State Zip Code
Ph: 214/353-2922
------------------------
BUILDING RULES & REGULATIONS
1. Lessor shall provide all locks to doors in each Lessee's leased area,
and no Lessee shall place any additional lock on any door in its leased area
without Lessor's prior written consent. Lessor agrees to furnish Lessee two
keys without charge. Additional keys will be furnished at a nominal charge.
2. Sidewalks, doorways, halls, stairways and other similar areas shall
not be obstructed by Lessee or used by any Lessee for any purpose other than
ingress and egress to and from the Leased Premises and for going from one to
another part of the building.
3. Plumbing fixtures and appliances shall be used only for the purposes
for which designed. Damage resulting to any such fixtures or appliances from
misuse by Lessee shall be paid by him, and Lessor shall not in any case be
responsible therefor.
4. All Lessees will refer all contractors, contractor's representatives
and installation technicians rendering any service to them to Lessor for
Lessor's supervision, approval and control before the performance of any
contractual services. This provision shall apply to all work performed in the
building including, but not limited to installations of telephones, telegraph
equipment, electrical devices and attachments, and any and all installations
of every nature affecting floors, walls, woodwork, trim, windows, ceilings,
equipment and any other physical portion of the building. Should a Lessee
require telegraphics, telephonic, or other communication service, Lessor
will direct the electricians where and how wires are to be introduced and
placed and none shall be introduced or placed except as Lessor shall direct.
Electric current shall not be used for power or heating without Lessor's
prior written consent.
5. Movement in or out of the building of furniture or office equipment,
or dispatch or receipt by Lessees of any bulky material, merchandise or
materials which require use of elevators or stairways, or movement through
the building entrances or lobby shall be restricted to such hours as Lessor
shall designate. All such movement shall be under the supervision of Lessor
and in the manner agreed between the Lessee and Lessor by prearrangement
before performance. The Lessees are to assume all risks as to the damage to
articles moved and injury to persons or public engaged or not engaged in such
movement, including equipment, property and personnel of Lessor if damaged or
injured as a result of acts in connection with carrying out this service for
a Lessee from time of entering property to completion of work, and Lessor
shall not be liable for acts of any person engaged in, or any damage or loss
to any said property or persons resulting from any act in connection with such
service performed for a Lessee.
6. Lessor shall have the power to prescribe the weight and position of
safes and other heavy equipment, which shall in all cases, to distribute
weight, stand on supporting devices approved by Lessor. All damages done to
the building by taking in or putting out any property of a Lessee, or done by
a Lessee's property while in the building, shall be repaired at the expense
of such Lessee. Lessee shall notify the building manager when safes and other
heavy equipment are to be taken in or out of the building, and the moving
shall be done under the supervision of the building manager, after written
permit from Lessor. Persons employed to move such property must be acceptable
to Lessor.
7. Corridor doors, when not in use, shall be kept closed.
8. No person shall disturb the occupants of the Building by the use of
any musical instruments, including stereo equipment, the making of unseemly
noises, or any reasonable use, or disruptive actions.
9. Lessor will not permit entrance to Tenant's office by use of
passkeys controlled by Lessor, to any person at any time without written
permission by Lessee, except employees, contractors, or service personnel
directly supervised by Lessor.
10. Nothing shall be swept or thrown into the corridors, halls, elevator
shafts, or stairways. No birds, or animals except laboratory test animals
shall be brought into or kept in, on or about Lessee's area.
11. No machinery of any kind other than hot water heater, vacuum pump,
air compressor, steam generator, hepa filter, ventilation hoods, or any other
machinery already installed, shall be operated by any Lessee on its leased
area without the prior written consent of Lessor, nor shall any Lessee use or
keep in the building any inflammable or explosive fluid of substance except
as necessary for the normal operation of a biopharmaceutical research and
development facility.
12. No portion of any Lessee's leased area shall at any time be used or
occupied as sleeping or lodging quarters.
13. Lessor reserves the right to rescind any of these rules and
regulations as in its judgment shall from time to time be needed for the
safety, protection, care and cleanliness of the building, the operation
thereof, the preservation of good order therein and the protection and
comfort of the Lessees and their agents, employees and invitees, which rules
and regulations, when made and written notice thereof is given to a Lessee,
shall be binding upon it in like manner as if originally herein prescribed.
EXHIBIT "A"
Floorplan
THE REGAL BUILDING
0000 Xxxxx Xxx, Xxxxx #000
Xxxxxx, Xxxxx 00000
(5,018 r.s.f.)
[MAP]
