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EXHIBIT 10.22.a
FIRST AMENDMENT TO LEASE
The First Amendment (the "FIRST AMENDMENT") to Lease is made as of July
21, 2000, by and between ARE-708 QUINCE ORCHARD, LLC, a Delaware limited
liability company (hereinafter called "LANDLORD") and GENE LOGIC INC., a
Delaware corporation (hereinafter called "TENANT").
RECITALS
A. Landlord and Tenant have entered into that certain Lease (the
"LEASE") dated as of August 22, 1997 (the "LEASE"), wherein Landlord leased to
Tenant certain premises (the "PREMISES") located at 000 Xxxxxx Xxxxxxx Xxxx,
Xxxxxxxxxxxx, Xxxxxxxx 00000, and more particularly described in the Lease.
B. In connection with the negotiation of a lease by and between
Tenant and an affiliate of Landlord, Landlord and Tenant have agreed to amend
the Lease to provide to Tenant an option, on the conditions described herein, to
relocate from the Premises to other space which may, in Landlord's sole option,
be provided by Landlord or any affiliate of Landlord (the "RELOCATION RIGHT").
C. Landlord and Tenant desire to amend the Lease to, among other
things, add the Relocation Right to the Lease.
AGREEMENT
Now, therefore, the parties hereto agree that the Lease is amended as
follows:
1. RELOCATION RIGHT.
(a) RELOCATION OF THE PREMISES. Commencing as of the date hereof,
Tenant may at any time give Landlord notice that Tenant desires to lease not
less than 80,000 rentable square feet of laboratory and office space in the
general Gaithersburg, Maryland, area (the "RELOCATION SPACE"). Upon receipt of
such notice, Landlord shall have the option either to give Tenant written notice
that Landlord elects not to respond, or to give Tenant notice within 120 days of
receipt of Tenant's notice describing: (i) the available space(s), if any,
Landlord or any affiliate of Landlord (in either such event, the "RELOCATION
LANDLORD") may have or could construct which could be used for such Relocation
Space, (ii) the time period within which such space(s) could be available for
lease by Tenant, and (iii) the economic and other materials business terms of
any proposed lease thereof to Tenant (the "RELOCATION NOTICE"). The decision
whether to give a Relocation Notice and the terms thereof shall be determined by
Landlord in Landlord's sole and absolute discretion. Tenant shall have 60 days
following receipt of any Relocation Notice given by Landlord to deliver to
Landlord written notification of Tenant's acceptance of such Relocation Space
and agreement to lease such Relocation Space upon the business terms set forth
in the Relocation Notice.
(b) NEW LEASE. If the Relocation Landlord and Tenant thereafter
execute a lease (the "RELOCATION SPACE LEASE") for the Relocation Space, for a
term of not less than 10 years and otherwise on business and legal terms and
conditions acceptable to the Relocation
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Landlord and Tenant, respectively, in their sole and absolute discretion, as
such terms shall be set out in a new lease between the Relocation Landlord and
Tenant (the "RELOCATION SPACE LEASE"), then Tenant shall have the right to
terminate this Lease upon acceptance of such Relocation Space, and the
commencement of the payment of monthly rent (or rental abatement period, if any)
under such Relocation Space Lease. Upon any such termination of the Lease Tenant
shall be released from further liability thereunder, other than with respect to
any provision of the Lease which survives termination thereof.
(c) LIMITATIONS. Notwithstanding the above, Tenant's Relocation
Right shall not be in effect and may not be exercised by Tenant:
(i) during any period of time that a Tenant Event of
Default under any provision of the Lease exists; or
(ii) if there have been 3 or more Tenant Events of Default
under any provision of the Lease, whether or not such Events of Default
are cured, during the 12 month period prior to the date on which Tenant
seeks to exercise Tenant's Relocation Right.
(d) TERMINATION OF RELOCATION RIGHT. If for any reason whatsoever,
(i) Landlord elects not to give a Relocation Notice, (ii) Tenant fails to timely
deliver notice accepting the terms of a Relocation Notice, or (iii) Replacement
Landlord and Tenant are unable, within 6 months of Landlord's delivery of any
Relocation Notice, to agree on the business and legal terms and conditions for
any Relocation Space Lease, Tenant's rights hereunder shall terminate and be of
no further force or effect and Tenant shall have no right to lease the
Relocation Space, if any, proposed by Relocation Landlord.
(e) RIGHTS PERSONAL. Tenant's Relocation Right is personal to
Tenant and is not assignable without Landlord's consent, which may be granted or
withheld in Landlord's sole discretion (except that these rights shall inure to
the benefit of any assignee as a result of an assignment described in Sections
25.2 and/or 25.3 of the Lease to which Landlord consents as described therein).
(f) NO EXTENSIONS. The period of time within which the Relocation
Right may be exercised shall not be extended or enlarged by reason of the
Tenant's inability to exercise the Relocation Right.
2. MISCELLANEOUS.
(a) This First Amendment is the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior and
contemporaneous oral and written agreements and discussions. This First
Amendment may be amended only by an agreement in writing, signed by the parties
hereto.
(b) This First Amendment is binding upon and shall inure to the
benefit of the parties hereto, their respective agents, employees,
representatives, officers, directors, divisions, subsidiaries, affiliates,
assigns, heirs, successors in interest and shareholders.
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(c) This First Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument. The signature page
of any counterpart may be detached therefrom without impairing the legal effect
of the signature(s) thereon provided such signature page is attached to any
other counterpart identical thereto except having additional signature pages
executed by other parties to this First Amendment attached thereto.
(d) Landlord and Tenant each represent and warrant that it has not
dealt with any broker, agent or other person (collectively "BROKER") in
connection with this transaction, and that no Broker, brought about this
transaction. Landlord and Tenant each hereby agree to indemnify and hold the
other harmless from and against any claims by any Broker claiming a commission
or other form of compensation by virtue of having dealt with Tenant or Landlord,
as applicable, with regard to this leasing transaction.
(e) Except as amended and/or modified by this First Amendment, the
Lease is hereby ratified and confirmed and all other terms of the Lease shall
remain in full force and effect, unaltered and unchanged by this First
Amendment. In the event of any conflict between the provisions of this First
Amendment and the provisions of the Lease, the provisions of this First
Amendment shall prevail. Whether or not specifically amended by this First
Amendment, all of the terms and provisions of the Lease are hereby amended to
the extent necessary to give effect to the purpose and intent of this First
Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the day and year First above written.
TENANT:
GENE LOGIC INC., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Its: Chief Financial Officer
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LANDLORD:
ARE - 708 QUINCE ORCHARD, LLC, a Delaware
limited liability company
ARE - QRS CORP., a Maryland corporation
By: /s/ Xxxx X. Xxxxxx
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Its: Chief Executive Officer
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Name: Xxxx X. Xxxxxx
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