Exhibit 10.27
THE XXXXXX GROUP
000 Xxxxxxxxx Xxxxxxxxx
Xxxx Xxxxxx Xxx 000, Xxxxx, XX 00000
Lease
LEASE MADE THIS 18th day of June, 2001 between _000 Xxxxxxxxx Xxxxxxxxx
Associates, a Pennsylvania Partnership ("Landlord"), with its office at
000 Xxxxxxxxx Xxxxxxxxx, X.X. Xxx 000, Xxxxx, XX 00000.
AND
ANTARES PHARMA, INC. ("Tenant"),
with its office at 000 Xxxxxx Xxxx, Xxxx Xxxxxxx, XX. 00000.
-----------------------------------------
1. Leased Landlord hereby rents to Tenant all that certain
Space space ("Leased Space") in 000 Xxxxxxxxx Xxxxxxxxx within
the center ("Center") known as Eagleview Corporate Center,
Route 100, Exton, Uwchlan Township, Xxxxxxx County,
Pennsylvania, Suite 414, as more fully shown on the plan
attached hereto as Exhibit "A", consisting of 3,040 rentable
square feet, more or less. The Leased Space includes all
fixtures, improvements, additions and other property installed
therein at the Commencement Date, or at any time during the
term of this Lease (other than Tenant's movable personal
property and trade fixtures), together with the right to use,
in common with others, the lobbies, entrances, stairs, parking
lot, elevators and other public portions of the building in
which the Leased Space is located (the "Building").
The Leased Space shall be used and occupied as an office_____
____________________________________and for no other purpose.
2. Term The term of this Lease and Tenant's obligation to pay
rent hereunder shall commence upon the earlier of:
(i) the 21st day following the date of Landlord's
notice to Tenant that the Leased Space is ready for
occupancy, as evidenced by issuance of a certificate
of occupancy or its equivalent; _______
(ii) the date when Tenant shall take possession of
the Leased Space ("Commencement Date").
The Leased Space shall be deemed ready for occupancy
when Landlord has substantially completed the work described
in Exhibit "B" attached hereto and the approved "Tenant's
Drawings" (if any; as hereinafter defined). "Substantial
Completion" shall mean such completion as shall enable Tenant
to reasonably and conveniently use and occupy the Leased Space
for the conduct of its business. Substantial Completion shall
be deemed to have been achieved even though minor or
insubstantial details of construction, mechanical adjustment
or decoration remain to be performed, the non-completion of
which does not materially interfere with Tenant's use of the
Leased Space or the conduct of its business therein. All work
being performed by Landlord, or Landlord's contractor, must be
complete in order for Substantial Completion to have been
deemed to have occurred. The term ("Term") of this Lease shall
end 3 years after the Commencement Date; provided, however,
that if the Commencement Date is not the first day of the
calendar month, the initial Lease Term shall extend to the
last day of the calendar month 3 years after the first
calendar month following the Commencement Date.
1
3. Rent (a) Definitions
(i) "Tenant's Proportionate Share" shall mean; (1)
with respect to Real Estate Taxes, insurance premiums, common
area janitorial costs, common area electrical costs, common
area natural gas costs, window washing, extermination service,
grounds maintenance, snow plowing, alarm monitoring (and
related telephone charges), plant care, and park common area
charges (allocable to the Building), 3.65 %, being the ratio
of Tenant's rentable area (3,040 square feet) to the total
amount of rentable area (83,320 square feet) available in the
Building, whether occupied or not, and (2) with respect to
janitorial costs for occupied usable areas, supplies, trash
disposal, water and sewer charges, maintenance and management
fees, the ratio, expressed as a percentage, of Tenant's
rentable area (3,040 square feet) to the weighted average
number of rentable square feet occupied by all tenants during
the applicable year.
(ii) "Real Estate Taxes" shall mean all taxes and
assessments levied, assessed or imposed at any time by any
governmental authority upon or against the Building and the
land upon which the Building is situate, and also any tax or
assessment levied, assessed or imposed at any time by any
governmental authority in connection with the receipt of
income or rents from said Building or land to the extent that
the same shall be in lieu of (and/or in lieu of an increase
in) all or a portion of any of the aforesaid taxes or
assessments upon or against the said Building and/or land.
Real Estate Taxes shall not include any penalty or interest
that may be imposed for the late payment of any such tax or
assessment. In the event the Building is not the only building
on the tax parcel for which the assessment is made, Real
Estate Taxes shall mean the Building's proportionate share of
total Real Estate Taxes for the tax parcel, based on the
relative rentable square footage of all buildings in such tax
parcel.
(iii)"Operating Expenses" shall mean that part of any
and all expenses reasonably incurred by Landlord in connection
with its ownership, maintenance and operation of the Building,
the land upon which the Building is situate, excluding Real
Estate Taxes and interest or amortization payments on any
mortgage, but including, without limitation, electricity
(other than as billed directly to tenants based on usage),
insurance maintained on the Building which, in Landlord's
judgment, shall be necessary, all direct and indirect labor
costs, management fees, legal and advertising expense, service
contracts and supplies used in connection with the cleaning,
operating, labor and maintenance of the Building, all repairs
and decorating required to be performed by Landlord as
provided for in this Lease (other than "Landlord's Work" as
defined herein), common area maintenance and snow removal,
building supplies, equipment, purchases and maintenance, all
charges for the entire Building (including leaseable portions
as well as nonleaseable portions) for electricity, steam, oil,
gas (or other fuel) and water (including sewer rentals and
including any taxes on such utilities) (unless such
electricity, steam, oil, gas, fuel and/or water is billed
directly to tenants based on usage), removal of trash,
rubbish, garbage and refuse, the cost of operating or leasing
an identification sign or signs for the Building, replacing of
paving, curbs, walkways, directions or other signs, drainage,
maintenance of fire sprinkling systems (if any), and such
other expenses as Landlord may deem necessary and proper in
connection with the operation and maintenance of the Building,
excluding any costs which under generally accepted accounting
principles are capital expenditures; provided, however; that
Operating Expenses shall also include the annual amortization
(over the anticipated useful life) of a capital improvement
falling within any of the following categories; (i) a labor
saving device or improvement which is intended to reduce or
eliminate any other component of Operating Expenses; (ii) an
installation or improvement required by reason of any law,
ordinance or regulation, which requirement did not exist on
the date of this Lease and is generally applicable to similar
office buildings; (iii) an installation or improvement which
directly enhance safety of tenants in the Building or Center
generally.
(b) Tenant shall pay Landlord the minimum annual rent("Minimum
Annual Rent") as listed below on the first day of each
calendar month in advance, the first full monthly installment
to be paid at the signing of this Lease. If the Commencement
Date is not the first day of a calendar month, rent from the
Commencement Date to the first day of the following month
shall be apportioned at the Minimum Annual Rent rate for the
initial year (based on a 365-day year) and shall be paid, in
addition to the first full monthly installment, on or before
the Commencement Date. All rent shall be payable, in advance,
and without prior notice or demand, at the address of Landlord
set forth in the heading of this Lease or such other place, or
to such other person as Landlord may from time to time direct.
Year(s) Minimum Annual Rent Monthly Installment
------- ------------------- -------------------
2
1 & 2 $57,000.00 $4,750.00
3 $60,040.00 $5,003.33
(c) In addition, Tenant shall pay to Landlord as Additional
Rent in equal monthly installments one twelfth (1/12) of
Tenant's Proportionate Share of annual Real Estate Taxes and
Operating Expenses for the Building, at the time of payment of
each monthly installment of Minimum Annual Rent, based upon
the most recent costs of Operating Expenses and Real Estate
Taxes available. For the period from the Commencement Date
until the issuance of a statement pursuant to subparagraph
3(d) below, such monthly installment shall be equal to $ 5.25
multiplied by 3,040 square feet, being the Tenant's rentable
area, divided by 12.
(d) Within ninety (90) days of the expiration of each calendar
year Landlord shall furnish Tenant with a written statement of
the actual Operating Expenses and Real Estate Taxes incurred
for such year. Within ten (10) days of the rendition of such
statement, Tenant shall pay any amounts in excess of those
collected pursuant to the payments on account of Real Estate
Taxes and Operating Expenses pursuant to paragraph 3(c)
exclusive of electricity and natural gas billed separately
pursuant to Paragraph 4(c) below hereof. In the event the
first and/or last years of the term of this Lease shall not be
full calendar years, then Tenant's obligation for Operating
Expenses and Real Estate Taxes attributable to such years
shall be prorated. Upon request by Tenant issued within sixty
(60) days following Landlord's issuance of the statement for
Real Estate Taxes and Operating Expenses for the preceding
calendar year, Landlord shall make available for review by
Tenant at Landlord's office during normal business hours,
invoices and documentation of the items included in Real
Estate Taxes and Operating Expenses. In the event Tenant's
payments on account of Real Estate Taxes and Operating
Expenses for any year exceed Tenant's Proportionate Share of
such amounts actually owed by Tenant, Landlord shall promptly
refund the overpayment, or credit such overpayment to
installments of rent thereafter coming due, as Landlord shall
elect.
4. Additional Tenant shall pay to Landlord as "Additional Rent" (in
Rent addition to sums payable)
a) Expenses Incurred by Landlord as a Result of Tenant's
Default. All sums which may become due by reason of Tenant's
failure to comply with any of the terms, conditions and
covenants of this Lease to be kept and observed by Tenant, and
any and all damages, costs and expenses (including without
limitation thereto reasonable attorney's fees) which Landlord
may suffer or incur by reason of any default of Tenant and any
damage to the Building or the real estate of which the
Building is a part caused by any act or omission of Tenant,
together with interest to the date of payment (whether before
or after entry of judgment and issuance of execution thereon)
at a rate equal to the greater of eighteen (18%) percent or
five (5%) percent above the prime interest rate (or similar
rate if the prime interest rate is no longer published) of
First Union or its successor, in effect during the period said
payment is due ("Default Rate")
(b) Use and Occupancy Taxes. All use and occupancy taxes
imposed by any governmental body allocable to the Leased
Space.
(c) Utilities. All charges for heat, gas, water, electric or
sewage disposal for the Leased Space, whether billed directly
by the providers of the same to Tenant, or by Landlord as the
owner of the Building, except to the extent otherwise billed
to and paid by Tenant as part of Operating Expenses. Landlord
shall have the right to break out and separately xxxx
electricity as a separate item of Operating Expenses on a
monthly basis, and in such event, the payment made by Tenant
pursuant to the second sentence of Section 3(c) shall not be
applied to electricity charges separately billed.
5. Negative Tenant will not:
Covenants (a) damage the Leased Space or any other part of the Building;
of Tenant (b) bring into or permit to be kept in the Leased Space any
dangerous, explosive, or obnoxious substances;
(c) have property of substantial size or quantity delivered to
or removed from the Leased Space without first making
arrangements satisfactory to Landlord;
(d) bring into the Leased Space or use any furniture or
equipment that might be harmful thereto or harmful or annoying
to others in the Building;
(e) conduct itself or permit its agents, servants, employees
or invitees to conduct themselves in a manner that in
Landlord's judgment reasonably exercised is improper or
unsafe;
(f) manufacture any commodity or prepare or dispense any food
or beverages in the Leased Space, except for consumption in
Leased Space by Tenant, its employees or invitees; or
3
(g) do or suffer to be done, any act, matter or thing
objectionable to the fire insurance companies or Board of
Underwriters whereby the fire insurance or any other insurance
now in force or hereafter to be placed on the Leased Space or
the Building or Center shall become void or suspended, or
whereby the same shall be rated as a more hazardous risk than
at the Commencement Date. Tenant agrees to pay to Landlord as
Additional Rent, any and all increase in premiums for
insurance carried by Landlord on the Leased Space, or on the
Building, caused in any way by the particular use of the
Leased Space by Tenant (as opposed to normal professional
business office use).
6. Late If any payment required by Tenant under any of the
Payment terms hereof shall not be paid on the date it is due, Tenant
shall, upon demand, pay a late charge to Landlord equal to the
greater of (a) Fifty ($50.00) Dollars or (b) $.06 for each
dollar so due and such late charge shall be deemed Additional
Rent for purposes of this Lease. Notwithstanding the
foregoing, no such late charge shall apply until the
expiration of five (5) days following written notice from
Landlord to Tenant of a delinquent payment, except that such
notice and grace period shall not apply in any calendar year
after Landlord has issued two (2) such notices to Tenant, or
at any time after Landlord has issued a total of four (4) such
notices to Tenant.
7. Construction Landlord shall, without cost to Tenant, complete that
of Leased portion of the construction and other items of work in the
Space Leased Space described as "Landlord's Work" (as hereinafter
defined) in Exhibit "B" attached hereto.
Tenant shall, without cost to Landlord, furnish the drawings
and specifications as Landlord may require to complete the
specialized Tenant upgrades included as part of Landlord's
Work ("Tenant's Drawings") and as may be described in Exhibit
"C" attached hereto. If, at Tenant's request, Landlord
performs any items of work or furnishes any materials which it
is not required to perform or furnish hereunder, Tenant shall
pay Landlord for such additional work and materials, at such
reasonable rates as Landlord may charge. If Tenant's Drawings
have not been attached hereto upon execution hereof, Tenant
shall pay Landlord 1/360th of Minimum Annual Rent and
Additional Rent payable hereunder for each day of delay in
delivering Tenant Drawings beyond five (5) business days form
the date hereof. Such Tenant Drawings when completed shall be
initialed for identification by Landlord and Tenant and become
part of this Lease when so initialed.
Landlord's Work (and any repairs performed by
Landlord under this Lease) shall be completed in a good and
workmanlike manner and in compliance with applicable federal,
state and local laws, ordinances, and regulations imposed by
governmental authorities having jurisdiction.
Within thirty (30) days after the Commencement Date,
Tenant shall give Landlord a written list (the "Final Punch
List") of all contended defects, if any, in Landlord's
construction work and of all contended variances in Landlord's
Work from the requirements hereof, with the exception of
defects not discoverable by Tenant following a reasonable
inspection, but for which Tenant provides Landlord written
notice within ten (10) days following discovery of such
defects ("Latent Defects"). Any and all such defects and
variances not set forth in the Final Punch List and which are
not Latent Defects shall be conclusively deemed to be waived
by Tenant. Landlord shall correct all items on the Final Punch
List Latent Defects that constitute valid defects or variances
within sixty (60) days after Landlord's receipt of the Final
Punch List or notice of Latent Defects, as applicable, unless
the nature of the defect or variance is such that a longer
period of time is required to repair or correct the same, in
which case Landlord shall exercise due diligence in correcting
such defect or variance at the earliest possible date and with
a minimum of interference with the operation of Tenant. Any
disagreement that may arise between Landlord and Tenant with
respect to whether an item on the Final Punch List or a Latent
Defect constitutes a valid defect or variance shall be
conclusively resolved by the decision of Landlord's architect.
By occupying the Leased Space as a Tenant, or by installing
fixtures, facilities or equipment or by performing finishing
work, Tenant shall be conclusively deemed to have accepted the
same and to have acknowledged that the Leased Space is in the
condition required by this Lease, except as to any defects or
variances set forth in the Final Punch List and Latent
Defects.
4
In the event Landlord fails to substantially complete
the Landlord's Work within twelve (12) weeks following the
date of execution of this Lease, as such period may be
extended by reason of delays of a type described in Section
26, or in the event Landlord fails to substantially complete
Landlord's Work within eighteen (18) weeks following the date
of execution of this Lease, without regard to such delays,
Tenant may terminate this Lease upon written notice to
Landlord delivered within five (5) days following the
expiration of such period, as Tenant's sole remedy for such
delay, and neither Landlord nor Tenant shall have any further
liability or obligation to the other hereunder.
8. Tenant's Tenant shall make no alteration, additions or
Alterations improvement ("Tenant Improvements") to the Leased Space
without the consent of the Landlord. If Landlord consents to
such Tenant Improvements it may impose such conditions with
respect thereto as Landlord deems appropriate, including,
without limitation, requiring Tenant to furnish Landlord with
security for the payment of all cost to be incurred in
connection with such work, insurance, and copies of the plans,
specifications and permits necessary for such work. Tenant
Improvements shall be done at Tenant's expense by employees of
or contractors hired by Landlord, except to the extent that
Landlord gives prior written consent to the Tenant to hire its
own contractors. Tenant shall promptly pay to Landlord, or to
Tenant's contractors, as the case may be, the cost of all such
work, and shall pay to Landlord in addition thereto fifteen
percent (15%) of the cost of such work to reimburse Landlord
for all overhead, general conditions, fees and other expenses
arising from Landlord's involvement with such work. All Tenant
Improvements shall be done in a first class, workmanlike
manner and shall be performed in a fashion which shall comply
with all insurance requirements and all applicable laws,
ordinances, rules and regulations of governmental authorities
having jurisdiction thereover, and if performed by Tenant's
contractors hired with Landlord's consent, with all reasonable
requirements of Landlord imposed as a condition of such
consent.
All Tenant Improvements shall become a part of the
Leased Space when made and shall remain upon and be
surrendered with the Leased Space at the end of the term,
provided, however, if prior to the installation of a Tenant
Improvement, Landlord so directs by written notice to Tenant,
that upon termination of this Lease, Tenant shall promptly
remove said Tenant Improvement which was so designated by
Landlord in said written notice to Tenant. Tenant shall repair
any damage occasioned by such removal, and, in default
thereof, Landlord may effect said removal and repairs at
Tenant's expense. Any property left in the Leased Space by the
Tenant shall be deemed to have been abandoned; Landlord may
dispose of such property at Tenant's expense and without
notice to Tenant.
9. Mechanic's Prior to Tenant performing any construction or other
Liens work on or about the Leased Space for which a lien could be
filed against the Leased Space or the Building, Tenant shall
enter into a written waiver of liens agreement with the
contractor who is to perform such work, and such written
agreement shall be filed, in accordance with the Mechanics'
Lien Law of the state where the Building is located prior to
the commencement of such work. Notwithstanding the foregoing,
if any mechanics' or other lien shall be filed against the
Leased Space or the Building purporting to be for labor or
material furnished or to be furnished at the request of the
Tenant (other than Landlord's Work), then Landlord shall
notify Tenant of such lien and Tenant shall have thirty (30)
days to contest (with Landlord's reasonable cooperation) the
validity of such lien. If Tenant is unsuccessful in contesting
the validity of such lien within said thirty (30) day period
then Tenant shall at its expense cause such lien to be
discharged of record by payment, bond or otherwise, within
forty (40) days after the filing thereof.
If Tenant shall fail to cause such lien to be discharged by
payment, bond or otherwise within such period, Landlord may
cause such lien to be discharged by payment, bond or
otherwise, without investigation as to the validity thereof or
as to any offsets or defenses thereto, and Tenant shall, upon
demand, reimburse Landlord for all amounts paid and cost
incurred, including attorneys' fees, in having such lien
discharged of record.
10. Condition of Tenant acknowledges and agrees that, except as
Leased Space expressly set forth in this Lease, there have been no
representations or warranties made by or on behalf of Landlord
with respect to the Leased Space or the Building or with
respect to the suitability of either for the conduct of
Tenant's business. The taking possession of the Leased Space
by Tenant shall conclusively establish that the Leased Space
and the Building were at such time in satisfactory condition,
order and repair as required by Paragraph 2 hereof, subject to
the provisions respecting the Final Punch List in Paragraph 7
hereof.
5
11. Building Landlord shall provide, during normal business hours,
Services five (5) days a week, all heat, light, electricity, air
conditioning, restroom facilities and janitorial services, all
as are commercially reasonable. It is understood that this is
a "triple net" lease, with rent paid to Landlord intended to
be net of taxes, repairs, insurance and operating expenses.
Notwithstanding the foregoing, Tenant shall have access to the
Leased Space on a 24 hours per day, 7 days per week basis and
Landlord shall provide heat, light, electricity, air
conditioning and restroom facilities during those hours,
provided, however, that Landlord shall not be obligated to
provide maintenance services, including without limitation,
janitorial, repairs, and snow removal other than during normal
business hours.
Landlord shall not be liable in damages or otherwise
for temporary delay or failure in furnishing any services or
facilities to be provided by Landlord under this lease or any
other agreement between Tenant and Landlord (or its agents) or
implied by law. In no event shall such delay or failure
regardless of cause, constitute an eviction, disturbance of
Tenant's use and possession of the Leased Space, render
Landlord liable to Tenant, authorize abatement of rent,
relieve Tenant from performance of its obligations under this
Lease, or result in termination of this Lease.
12. Assignment Tenant shall not, without the prior written consent
and of Landlord, assign or mortgage this Lease or any interest
Subletting therein or sublet the Leased Space or any part thereof. For
the purpose of this paragraph, the sale or assignment of a
controlling interest in the Tenant corporation or a majority
interest in the Tenant partnership as the case may be shall be
deemed an assignment, but the assignment to a parent or
wholly-owned subsidiary of the Tenant shall be permitted,
provided that such assignee assumes the obligations of Tenant
and that such assignment shall not relieve Tenant of its
obligations hereunder. As to any other assignment, Landlord
agrees that it shall not unreasonably withhold its consent,
provided that business of Tenant's assignee or subtenant is no
more hazardous than that of Tenant, it being understood that
it shall not be unreasonable for Landlord to require, as a
condition of such consent:
(a) That any money or other economic consideration received by
Tenant as a result of such subletting or assignment, whether
denominated as rent under the sublease or otherwise, which
exceeds, in the aggregate, the total sums which Tenant is
obligated to pay Landlord under this Lease (prorated to
reflect obligations allocable to that portion of the Leased
Space subject to the sublease or assignment) shall be payable
to Landlord as Additional Rent under this Lease without
affecting or reducing any other obligation of Tenant
hereunder; and
(b) That Landlord shall not be obligated to consent at any
time when there exists comparable space available for lease in
the Center; and
(c) Regardless of Landlord's consent, no subletting or
assignment shall release Tenant of Tenant's obligation or
alter the primary liability of Tenant to pay the rental and to
perform all other obligations to be performed by Tenant
hereunder. The acceptance of rental by Landlord from any other
person shall not be deemed to be a waiver by Landlord of any
provision hereof. Consent to one assignment or subletting
shall not be deemed consent to any subsequent assignment or
subletting. In the event of default by any assignee of Tenant
or any successor of Tenant in the performance of any of the
terms hereof, Landlord may proceed directly against Tenant
without the necessity of exhausting remedies against such
assignee or successor. Landlord may consent to subsequent
assignment or subletting of this Lease or amendments or
modifications to this Lease with assignees of Tenant, without
notifying Tenant, or any successor of Tenant, and without
obtaining its or their consent thereto and such action shall
not relieve Tenant of liability under this Lease.
13. Access to Landlord, its employees and agents shall have the
Leased Space right to enter the Leased Space at all reasonable times for
the purpose of examining or inspecting the same, showing the
same to prospective purchasers or tenants of the Building, or
mortgagees, and making such alterations, repairs, improvements
or additions to the Leased Space or to the Building as
Landlord may deem necessary or desirable. Except in case of
emergency, any such entry shall be after reasonable notice to
Tenant. Tenant shall provide Landlord with the names and home
phone numbers of at least three of Tenant's employees to be
utilized by Landlord in the event of an emergency. If a
representative of Tenant shall not be present to open and
permit entry into the Leased Space at any time when such entry
by Landlord is necessary or permitted hereunder, Landlord may
enter by means of a master key (or forcibly in the event of
any emergency) without liability to Tenant and without such
entry constituting an eviction of Tenant or termination of
this Lease. No locks or similar devices shall be attached to
any doors or windows in the Leased Space without the prior
written consent of Landlord.
6
14. Repairs (a) Landlord shall make all repairs necessary to
maintain the plumbing, air conditioning, heating and
electrical systems, elevators, floors (excluding carpeting),
and all other items which constitute a part of the Leased
Space and are installed or furnished by Landlord in operating
condition and in a good state of repair; provided, however
that Landlord shall not be obligated for any such repairs
until the expiration of a reasonable period of time after
written notice from Tenant that such repair is needed. In no
event shall Landlord be obligated to repair any damage caused
by an act, omission or negligence of the Tenant or its
employees, agents, invitees, licensees, subtenants or
contractors.
(b) Except as the Landlord is obligated for repairs as
provided above, Tenant shall make, at its sole cost and
expense, all repairs necessary to maintain the Leased Space
and shall keep the Leased Space and the fixtures therein in
neat and orderly condition. If the Tenant refuses or neglects
to make such repairs, or fails to diligently prosecute the
same to completion, after written notice from Landlord of the
need therefor, Landlord may make such repairs at the expense
of Tenant and such expense shall be collectible as Additional
Rent. Any such repairs and any labor performed or materials
furnished in, on or about the Leased Space shall be performed
and furnished by Landlord or Tenant, as the case may be, in
strict compliance with all applicable laws, regulations,
ordinances and requirements of all duly constituted
authorities or governmental bodies having jurisdiction over
the Building, the requirements of any board of underwriters
having jurisdiction thereof, as well as any reasonable
regulations imposed by Landlord pertaining thereto. Tenant
agrees that prior to performing any work which will become
permanently affixed to the Leased Space, Tenant shall provide
Landlord with plans and specifications of its proposed
improvements for Landlord's review and, if acceptable, its
approval. Tenant shall reimburse Landlord for Landlord's cost
in reviewing said plans and specifications at the rate of $70
per hour.
(c) Landlord shall not be liable by reason of any injury to or
interference with Tenant's business arising from the making of
any repairs, alterations, additions or improvements in or to
the Leased Space, or the Building or Center or to any
appurtenances or equipment therein.
15. Termination It is hereby mutually agreed that either party hereto
and may terminate this lease at the end of the Term and any
Extension renewal term or extension term by giving to the other party
written notice at least one hundred and eighty (180) days
prior thereto, but in default of such notice, this Lease shall
continue upon the same terms and conditions in force
immediately prior to the expiration of the term hereof for a
further period of one (1) month and so on from month to month
unless and until terminated by either party hereto giving the
other thirty (30) days' written notice for removal previous to
the expiration of the then current term; provided, however,
that if Landlord shall have given written notice prior to the
expiration of the Term or any renewal term of its intention to
change the terms and conditions of this Lease and Tenant shall
not within ten (10) days from such notice notify Landlord in
writing of Tenant's intention to vacate the Leased Space at
the end of the current term, Tenant shall be considered as
Tenant under the terms and conditions mentioned in such notice
for a further term as above provided, or for such further term
as may be stated in such notice. In the event that Tenant
shall have given notice as stipulated in this Lease of
intention to vacate the Leased Space at the end of the Term or
any renewal or extension thereof and shall fail or refuse so
to vacate same on the date designated by such notice, then it
is expressly agreed that Landlord shall have the option,
either:
(i) to disregard the notice so given as having no effect, in
which case all of the terms and conditions of this Lease shall
continue thereafter with full force precisely as if such
notice had not been given; or
(ii) Landlord may, at any time, give the said Tenant ten (10)
days' written notice of its intention to terminate the said
Lease; whereupon Tenant expressly agrees to vacate the Leased
Space at the expiration of the said period of ten (10) days
specified in said notice.
7
16. Surrender of At the end of the term of this Lease, Tenant shall
Leased Space surrender the Leased space to Landlord, together with all
alterations, additions and improvements thereto, in broom
clean condition and in good order and repair except for
ordinary wear and tear and damage for which Tenant is not
obligated to make repairs under this Lease. Subject to
Paragraph 9 hereof and if Tenant is not then in default under
any of the terms hereof, Tenant shall have the right at the
end of the term hereof to remove any equipment, furniture,
trade fixtures or other personal property placed in the Leased
Space by Tenant, provided that Tenant promptly repairs any
damage to the Leased Space caused by such removal. Tenant
shall repair all damage to the Leased Space caused by such
removal and restore the Leased Space to the condition in which
it was prior to the installation of the items so removed.
Tenant shall surrender the Leased Space to Landlord at the end
of the term hereof, without notice of any kind, and Tenant
waives all right to any such notice as may be provided under
any laws now or hereafter in effect in Pennsylvania. If Tenant
shall fail to remove any of its equipment, furniture, trade
fixtures or other personal property, Landlord may remove and
store the same at the expense of Tenant or sell the same on
behalf of Tenant at public or private sale in such manner as
is commercially reasonable, with any proceeds thereof to be
first applied to the costs and expenses, including attorney's
fees, of the storage and sale and the payment of any amounts
owed hereunder by the Tenant.
17. Indemnifica- Tenant covenants and agrees that it shall, without
tion and notice or demand and at its own cost and expense, indemnify
Insurance and save harmless Landlord against and from, and Landlord not
be liable to Tenant for, any and all claims by or on behalf of
any person arising in any manner whatsoever from, out of or in
connection with
(a) the use and occupancy of the Leased Space by Tenant, its
agents, employees and invitees,
(b) any failure by Tenant to perform any of the terms or
conditions of this Lease required to be performed by Tenant,
(c) any failure by Tenant to comply with any statutes,
regulations, ordinances or orders of any governmental
authority, or
(d) any accident, death, injury, or damage, loss or theft of
property in or about the Leased Space (whether involving
property belonging to Tenant or any other person) resulting
from any cause whatsoever, unless such accident, death,
injury, damage, loss or theft is caused by the sole negligence
of the Landlord, its agents, employees, or invitees, and from
and against all costs, attorney fees, expenses and liabilities
incurred in or as a result of any such claim or action or
proceeding brought against Landlord by reason of any such
claim. Tenant, upon notice form Landlord covenants to resist
or defend such action or proceeding by legal counsel
reasonably satisfactory to Landlord.
(e) The indemnification obligations under this Paragraph shall
not be limited in any way by any limitation on the amount or
type of damages, compensation or benefits payable by or for
the Tenant, or any other person, under Workers or Xxxxxxx'x
Compensation statutes, disability benefits statutes or other
employee benefit laws.
Tenant shall keep in force public liability insurance with
respect to the Leased Space, including contractual insurance
with respect to the covenants and agreements above, with
companies with at least a Best rating of A10 and in form
acceptable to the Landlord to afford protection of not less
than One Million ($1,000,000) Dollars with respect to personal
injury or death and property damage, and naming the Landlord
as an additional insured and providing thirty (30) days'
notice of cancellation. Certificates of Insurance for such
policies shall be delivered to Landlord.
As to any loss or damage which may occur upon the property of
a party hereto, such party hereby releases the other, to the
extent of such damaged party's insurance indemnities, from any
and all liability for such loss or damage even if such loss or
damage shall be brought about by the fault or negligence of
such other party, or the agent or employees of such other
party; provided, however, that this release shall be effective
only with respect to loss or damage occurring during such time
as the applicable policies of insurance shall contain a clause
to the effect that this release shall not affect said policies
or the right of the insured to recover thereunder. If any
policy does not contain such a clause, the insured party
shall, at the written request of the other party to this
Lease, have such a clause added to said policy if an
endorsement so providing is obtainable.
8
18. Fire or (a) If the Leased Space is partially damaged by fire
Other or other casualty, and insurance proceeds are available to
Casualty Landlord, the damages shall be repaired by and at the expense
of Landlord and the rent, until such repairs shall be made,
shall be apportioned from the date of such fire or other
casualty according to the part of the Leased Space which is
usable by Tenant. Landlord agrees to repair such damage within
a reasonable period of time after receipt from Tenant of
written notice of such damage, except that Tenant agrees to
repair and replace its own furniture, furnishings and
equipment.
(b) If the Leased Space is totally damaged or is rendered
wholly untenantable by fire or other casualty and if Landlord
shall decide not to restore or not to rebuild the same, or if
the Building shall be so damaged that Landlord shall decide to
demolish it or not to rebuild it, then or in any such event
Landlord shall, within thirty (30) days after such fire or
other casualty, give Tenant written notice of such decision,
and thereupon the term of this Lease shall expire by lapse of
time upon the third day after such notice is given, and Tenant
shall vacate the Leased Space and surrender the same to
Landlord. Upon the termination of this Lease under the
conditions hereinbefore provided, Tenant's liability for rent,
and additional rent, shall cease as the day following the
casualty.
19. Condemnation If the Leased Space or the Building or any material
part of either shall be condemned for public use, then and in
that event, upon the vesting of title to the same for such
public use, this Lease shall terminate, anything herein
contained to the contrary notwithstanding, except that Tenant
shall have the right to prove and collect the value of the
trade fixtures installed by it, including moving expenses. In
the event of such termination of this Lease, all rent paid in
advance shall be apportioned as of the date of such
termination. Notwithstanding the foregoing, if only a part of
the Leased Space shall be so taken and the part not so taken
shall be sufficient for the operation of Tenant's business,
Tenant, at its election, may retain the part not so taken and
there shall be a proportional reduction in the rent. All
compensation awarded or paid upon such a total or partial
taking of the Leased Space shall belong to and be the property
of the Landlord without any participation by the Tenant,
provided, however, that nothing contained herein shall be
construed to preclude the Tenant form prosecuting any claim
directly against the condemning authority in such condemnation
proceedings for loss of business, or depreciation to, damage
to, or cost of removal of, or for the value of stock, trade
fixtures, furniture, and other personal property belonging to
the Tenant; provided, however, that no such claim shall
diminish or otherwise adversely affect the Landlord's award or
the award of any mortgagee.
20. Estoppel At any time, and from time to time, upon the written
Certificates request of Landlord or any "Mortgagee" (as defined in section
29 hereof), Tenant, within five (5) business days of the date
of such written request, agrees to execute and deliver to
Landlord and/or such Mortgagee, a written statement: (a)
ratifying this Lease; (b) confirming the commencement and
expiration dates of the term of this Lease; (c) certifying
that Tenant is in occupancy of the Leased Space, and that the
Lease is in full force and effect and has not been modified,
assigned, supplemented or amended except by such writings as
shall be stated; (d) certifying that all conditions and
agreements under this Lease to be satisfied or performed by
Landlord have been satisfied and performed except as shall be
stated; (e) certifying that Landlord is not in default under
the Lease and there are no defenses or offsets against the
enforcement of this Lease by Landlord, or stating the defaults
and /or defenses claimed by Tenant; (f) reciting the amount of
advance rent, if any paid by Tenant and the date to which such
rent has been paid; (g) reciting the amount of security
deposited with Landlord, if any; and (h) any other information
which Landlord or the Mortgagee shall require. The failure of
Tenant, after signed receipt, to execute, acknowledge and
deliver to Landlord and/or any Mortgagee a statement in
accordance with the provisions herein within the period set
forth herein shall constitute an acknowledgment by Tenant
which may be relied upon by any person holding or intending to
acquire any interest whatsoever in the Leased Space or the
Building that this Lease has not been assigned, amended,
changed or modified, is in full force and effect and that the
Minimum Annual Rent, and Additional Rent have been duly and
fully paid not beyond the respective due dates immediately
preceding the date of the request for such statement and shall
constitute as to any persons entitled to rely on such
statements a waiver of any defaults by Landlord or defenses or
offsets against the enforcement of this Lease by Landlord
which may exist prior to the date of the written request, and
Landlord, at its option, may treat such failure as an event of
default.
21. Default The occurrence of any of the following shall
constitute an event of default and breach of this Lease by
Tenant:
9
(a) Failure of Tenant to take possession of the Leased space
within ten (10) days after the Commencement Date.
(b) The vacation or abandonment of the Leased Space by Tenant.
(c) A failure by Tenant to pay, when due, any installment of
rent hereunder or any such other sum herein required to be
paid by Tenant where such failure continues for ten (10) days
after Landlord has issued to Tenant written notice that the
same was not paid when due, provided that such failure to pay
shall constitute an event of default without written notice if
such failure occurs following the issuance of two such notices
relating to installments of rent not paid within any calendar
year, or a total of four (4) such notices during the Term of
this Lease.
(d) A failure by Tenant to observe and perform any other terms
or conditions of this Lease to be observed or performed by
Tenant, of a type for which no other notice or cure period is
provided, where such failure continues for thirty (30) days
after written notice thereof from Landlord to Tenant, or if
such failure cannot, despite the exercise of reasonable
diligence, be cured within such thirty (30) day period, and
Tenant commences such cure and continues in good faith to make
efforts to cure such failure within the cure period, such
thirty (30) day period shall be extended for up to an
additional sixty (60) days, or until a cure is effected or
there occurs another event of default under this Lease.
(e) The making by Tenant of any assignment for the benefit of
creditors; an adjudication that Tenant is bankrupt, insolvent,
or unable to pay its debts; the filing by or against Tenant of
a petition in bankruptcy or of a petition for reorganization
or arrangement under any law relating to bankruptcy (unless,
in the case of a petition filed against Tenant , the same is
dismissed within sixty (60) days after the filing thereof);
the appointment of a trustee or receiver to take possession of
substantially all of Tenant's assets located in the Leased
Space or of Tenant's interest in this Lease (unless possession
is restored to Tenant within thirty (30) days after such
appointment); or the attachment, execution or levy against, or
other judicial seizure of, substantially all of Tenant's
assets located in the Leased Space or of Tenant's interest in
this Lease (unless the same is discharged within thirty (30)
days after issuance thereof).
22. Remedies Upon the occurrence of any event of default:
(a) Landlord may perform for the account of Tenant any such
act, the omission of which constituted a default by Tenant and
immediately recover as Additional Rent any expenditures made
and the amount of any obligations incurred in connection
therewith, plus interest at the Default Rate from the date the
obligations are incurred by Landlord until payment therefor to
Landlord, whether before or after entry of judgment and
issuance of execution thereon.
(b) Landlord may accelerate all Minimum Annual Rent and
Additional Rent due for the balance of the Term of this Lease
and declare the same to be immediately due and payable;
(c) In determining the amount of any future payments due
Landlord relating to Operating expenses and /or Real Estate
Taxes, Landlord may make such determination based upon the
most recent estimates of Operating Expenses and/or Real Estate
Taxes available;
(d) Landlord, at its option, may serve notice upon Tenant that
this Lease and the then unexpired term hereof shall cease and
expire and become absolutely void on the date specified in
such notice, to be not less than five (5) days after the date
of such notice without any right on the part of the Tenant to
save the forfeiture by payment of any sum due or by the
performance of any term or condition broken; and , thereupon
at the expiration of the time limit in such notice, this Lease
and the Term hereof, as well as the right, title and interest
of the Tenant hereunder, shall wholly cease and expire and
become void in the same manner and with the same force and
effect (except as to Tenant's liability) as if the date fixed
in such notice were the date herein granted for expiration of
the Term of this Lease. Thereupon, Tenant shall immediately
quit and surrender to Landlord the Leased Space, and Landlord
may enter into and repossess the Leased Space by summary
proceedings, detainer, ejectment or otherwise and remove all
occupants thereof and, at Landlord's option, any property
thereon without being liable to indictment, prosecution or
damages therefor. No such expiration or termination of this
Lease shall relieve Tenant of its liability and obligations
under this Lease, whether or not the Leased Space shall be
relet;
10
(e) Landlord may, at any time after the occurrence of any
event of default, re-enter and repossess the Leased Space and
any part thereof and attempt in its own name, as agent for
Tenant if this Lease not be terminated, or on its own behalf
if this Lease be terminated, to relet all or any part of the
Leased Space for and upon such terms and to such persons and
for such period or periods as Landlord, in its sole
discretion, shall determine, including a term beyond the
termination of this Lease; and Landlord shall not be required
to accept any tenant offered by Tenant or observe any
instruction given by Tenant about such reletting. For the
purpose of such reletting, Landlord may decorate or make
repairs, changes, alterations or additions in or to the Leased
Space to the extent deemed by Landlord desirable or
convenient; and the cost of such decoration, repairs, changes,
alteration or additions shall be charged to and be payable by
Tenant as Additional Rent hereunder, as well as any reasonable
brokerage and attorneys fees incurred by Landlord; and any
sums collected by Landlord from any new tenant obtained shall
be credited against the balance of the rent due hereunder as
aforesaid. Tenant shall pay to Landlord monthly, on the days
when the rent would have been payable under this Lease, the
amount due hereunder less the amount obtained by Landlord from
such new tenant;
(f) Landlord shall have the right of injunction, in the event
of a breach or threatened breach by Tenant of any of the terms
and conditions hereof, to restrain the same and the right to
invoke any remedy allowed by law or in equity, whether or not
other remedies, indemnities or reimbursements are herein
provided. The rights and remedies given to Landlord in this
Lease are distinct, separate and cumulative remedies; and no
one of them, whether or not exercised by Landlord, shall be
deemed to be in exclusion of any of the others.
(g) In the event of any breach of Tenant hereunder, Landlord
shall have the right to change the locks on the Leased Space
and exclude Tenant therefrom, and to discontinue all or part
of the services and facilities provided to Tenant under this
Lease or otherwise, which action shall not be deemed an
eviction. Such action may be taken without prior notice to
Tenant, and Tenant hereby releases Landlord from any liability
for any damages sustained by Tenant or its property as a
result of the same.
23. Confession of In the event of any default, any prothonotary or
Judgment attorney of any court of record may appear for Tenant in
amicable actions for rent in arrears or treated as if in
arrears and charges, whether or not payable as rent, and sign
for Tenant in agreement for entering in any competent court an
amicable action or actions in assumpsit for the recovery of
such sums treated as if in arrears, and the said charges, and
in any suits or in said amicable actions to confess judgment
against Tenant for all arrears or such sums treated as if in
arrears and the said charges, and for interest and costs,
together with an attorney's commission of five percent (5%).
Such authority shall not be exhausted by one exercise thereof,
but judgment may be confessed from time to time as often as
any rent in arrears or rent treated as if in arrears or
charges fall due and are not paid. Such powers may be
exercised during as well as after the expiration or
termination of the term and during, and at any time, after any
extension or renewal of the term. When this Lease shall be
terminated by covenant or condition broken, either during the
original term or any renewals or extensions thereof, and also
when and after the term hereby created or, any renewal or
extension thereof shall have expired, it shall be lawful for
any attorney of any court of record as attorney for Tenant to
file an agreement for entering in any competent court an
amicable action for judgment in ejectment against Tenant and
all persons claiming under Tenant, and a judgment for the
recovery by Landlord of possession may issue forthwith without
any prior writ or proceedings whatsoever. If for any reason
after such action shall have been commenced, it shall be
canceled or suspended and possession of the Leased Space
remains in or is restored to Tenant, Landlord shall have the
right upon any subsequent default or termination of this
Lease, or any renewal or extension hereof, to bring on or more
amicable actions in ejectment as hereinbefore set forth to
recover possession of the Leased Space. If in any amicable
action in ejectment, or in assumpsit for rent or charges,
Landlord shall cause to be filed in such action an affidavit
setting forth the facts necessary to authorize the entry of
judgment and if a true copy of this lease (and the truth of
the copy stated in such affidavit shall be sufficient proof)
is filed in such action, it shall not be necessary to file the
original as a warrant of attorney, any law, rule of court,
custom or practice to the contrary notwithstanding. Tenant
expressly releases to Landlord, and to any and all attorneys
who may appear for Tenant, all errors in the said proceedings,
and all liability therefor. Tenant expressly waives the
benefit of all laws, now or hereafter in force, exempting any
goods within the Leased Space or elsewhere from distraint,
levy or sale.
11
24. Waiver The failure or delay on the part of Landlord to
enforce or exercise at any time any of the terms and
conditions of this Lease shall in no way be construed to be a
waiver thereof, nor in any way to affect the validity of this
Lease or any part hereof, or the right of Landlord to
thereafter enforce each and every such term or condition. No
waiver by Landlord of any breach of this lease shall be held
to be a waiver of any other or subsequent breach. The receipt
by Landlord of rent at a time when the rent is in default
under this Lease shall not be construed as a waiver of such
default. The receipt by Landlord of a lesser amount than the
rent due shall not be construed to be other than a payment on
account of the rent then due, nor shall any statement on
Tenant's check or any letter accompanying Tenant's check be
deemed an accord and satisfaction, and Landlord may accept
such payment without prejudice to Landlord's right to recover
the balance of the rent due or to pursue any other remedies
provided in this Lease. No act or thing done by this Lease
shall be deemed any acceptance or a surrender of the Leased
Space, and no agreement to accept such a surrender shall be
valid unless in writing and signed by Landlord.
25. Quiet If and so long as Tenant pays the rent reserved
Enjoyment hereunder and observes and performs all the terms and
conditions on Tenant's part to be observed and performed
hereunder, Tenant shall and may peaceably and quietly have,
hold and enjoy the Leased Space for the entire Term hereof,
subject to all of the provisions of this Lease.
26. Force Time periods for Landlord's performance of its
Majeure obligations under any of the term of this Lease shall be
extended for periods of time during which the Landlord's
performance is prevented due to circumstances beyond the
Landlord's control, including without limitation, strikes,
embargoes and governmental regulations, acts of God, war or
other strife, or Landlord's inability to deliver possession of
the Leased Space to Tenant because of the holding over of a
previous tenant, or delays in construction of the Building or
the Leased Space.
27. Successors The respective rights and obligations provided in
this Lease shall bind and shall inure to the parties hereto,
and their successors and permitted assigns.
28. Landlord's Landlord's responsibility under this Lease shall be
Liability limited to its interest in the Leased Space and in the
Building, and no members of Landlord's partnership shall be
personally liable hereunder. Tenant agrees to look solely to
Landlord's interest in the Leased Space and in the Building
for the collection of any judgment, and, in entering any such
judgment, the person entering the same shall request the
prothonotary to xxxx the judgment index accordingly. If the
Leased Space or the Building is transferred or conveyed,
Landlord shall be relieved of all covenants and obligations
under this Lease thereafter, provided that notice of said
transfer or conveyance is given to Tenant by Landlord.
12
29. Subordinai Tenant agrees; (a) that, except as hereinafter
tion provided, this Lease is, and all of Tenant's rights hereunder
are and shall always be, subject and subordinate to any
mortgage, leases of Landlord's property (in sale-leaseback)
pursuant to which Landlord has or shall retain the right of
possession of the Leased Space (and/or the Building) or
security instruments (collectively called "Mortgage") that now
exist, or may hereafter be placed upon the Leased Space or the
Building, or any part thereof and all advances made or to be
made thereunder and extensions thereof; and (b) that if the
holder of any such Mortgage ("Mortgagee") or if the purchaser
at any foreclosure sale or at any sale under a power of sale
contained in any Mortgage shall at its sole option so request,
Tenant will, attorn to, and recognize such Mortgagee or
purchaser, as the case may be, as Landlord under this Lease
for the balance then remaining of the term of this Lease,
subject to all terms of this Lease; and (c) that the aforesaid
provisions shall be self-operative and no further instrument
or document shall be necessary unless required by any such
Mortgagee or purchaser. Notwithstanding anything to the
contrary set forth above, any Mortgagee may at any time
subordinate its Mortgage to this Lease, without Tenant's
consent, by execution of a written document subordinating such
Mortgage to this Lease to the extent set forth therein, and
thereupon this Lease shall be deemed prior to such Mortgage to
the extent set forth in such written document without regard
to their respective dates of execution, delivery and/or
recording and in that event, to the extent set forth in such
written document such Mortgagee shall have the same rights
with respect to this Lease as though this Lease had been
executed and a memorandum thereof recorded prior to the
execution, delivery and recording of the Mortgage as though
this Lease had been assigned to such Mortgagee. Should
Landlord or any Mortgagee or purchaser desire confirmation of
either such subordination or such attornment, as the case may
be, Tenant upon written request, and from time to time, will
execute and deliver without charge and in form satisfactory to
Landlord, to the Mortgagee or the purchaser all instruments
and/or documents that may be required to acknowledge such
subordination and/ or agreement to attorn, in recordable form
within five (5) days following a request therefor from
Landlord. Tenant shall agree to any reasonable changes to this
Lease as may be required by a Mortgagee, which changes do not
materially alter the non-economic terms, or alter in any way
the economic terms, of this Lease.
30. Substitute Landlord shall have the right at any time during the
Space Term hereof, upon giving Tenant not less than sixty (60) days
prior written notice, to provide and furnish Tenant with space
elsewhere in the Building or the Center of approximately the
same size as the Leased Space and remove and place Tenant in
such space, in which event Landlord will pay all reasonable
costs and expenses incurred as a result of the relocation of
Tenant. Landlord shall only exercise this right to enable
Landlord or a company affiliated with Landlord to occupy the
Leased Space. Should Tenant refuse to permit Landlord to
relocate Tenant to such new space at the end of said sixty
(60) day period, Landlord shall have the right to cancel and
terminate this Lease effective ninety (90) days from the date
of the original notification by Landlord. If Landlord moves
Tenant to such new space, this Lease and each and all of its
terms, covenants and conditions shall remain in full force and
effect and be deemed applicable to such new space and such new
space shall thereafter be deemed to be the Leased Space as
though Landlord and Tenant had entered into an express written
amendment of this Lease with respect thereto.
31. Rules and Tenant agrees to comply with the rules and
Regulations regulations established by Landlord for time to time, which
Landlord agrees will be applied uniformly to all tenants. The
existing rules and regulations are attached hereto as Exhibit
"D".
32. Governing This Lease shall be governed by and construed in
Laws accordance with the laws of the state in which the Building is
located.
33. Severability If any provisions of this Lease shall prove to be
invalid, void or illegal, it shall in no way affect any other
provision hereof and the remaining provisions shall
nevertheless remain in full force and effect.
13
34. Holding Over If Tenant shall, with the consent of Landlord, hold
over after the expiration of the term hereof, such tenancy
shall be deemed a month-to-month tenancy, which tenancy may be
terminated as provided by applicable state law. During such
tenancy, Tenant agrees to pay to Landlord the fair market
value for the Leased Space, as reasonably determined by
Landlord, and to be bound by all the terms and conditions
herein. If Landlord shall not give consent to such hold over
to tenant, such tenancy may be terminated as above provided,
and until Tenant has vacated the Leased Space, it agrees to
pay to Landlord rent at a monthly rental double the rate
payable by Tenant at the expiration of the Term of this lease.
35. Notices All notices and statements required or permitted
under this Lease shall be in writing, delivered in person or
sent by United States Certified Mail, postage prepaid, by
Federal Express or other recognized overnight courier service,
or by hand delivery, addressed as follows:
As to Tenant: Antares Pharma, Inc.
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
As to Landlord: 000 Xxxxxxxxx Xxxxxxxxx Associates
C/O The Xxxxxx Group
000 Xxxxxxxxx Xxxxxxxxx
X.X. Xxx 000
Xxxxx, XX 00000
Either party may at any time, in the manner set forth for
giving notices to the other, designate a different address to
which notices to it shall be sent.
36. Brokers Tenant represents and warrants to Landlord that
Tenant has not dealt with any broker, firm, company or person
in connection with the negotiation for or the obtaining of
this Lease, and Tenant shall indemnify, defend and hold
Landlord harmless from and against any claim by any person
(other than Broker) claiming a commission or other form of
compensation by virtue of having dealt with Tenant with regard
to this Lease, and any attorneys fees or other expenses
incurred by Landlord in connection therewith.
37. Signs Tenant shall not, without the prior written consent
of Landlord, paint, place or erect any sign on the exterior
doors or walls of the Leased Space or of the Building or
Center.
38. Security Upon the execution of this Lease, Tenant agrees to
Deposits deposit with Landlord, in addition to the first month's rent,
the additional sum of Six thousand dollars and 00/100 Dollars
($6,000.00) to be held by Landlord as security for the
faithful performance of all the terms and conditions of this
Lease ("Security Deposit"). If, during the term of this Lease,
the required monthly installments of Minimum Annual Rent
and/or Additional Rent are increased, the amount of the
Security Deposit shall be increased in proportion to such
increase if Landlord so requests, and Tenant shall deposit
with the Landlord the increase in the Security Deposit
promptly upon demand therefor. Should the Tenant breach any of
the terms and conditions of this Lease, Landlord shall have
the right, at any time and from time to time, to apply the
Security Deposit or any part thereof, for the purpose of
curing any such default or for the purpose of reimbursing
Landlord for any damage or costs occasioned by such default,
but the right of Landlord to apply the Security Deposit shall
not affect any other remedies available to Landlord under this
Lease or under applicable law. If the Security Deposit, or any
part thereof, is so applied by Landlord, Tenant shall within
three (3) days after demand, deposit additional funds with
Landlord to restore the Security Deposit, and failure to do so
shall constitute a default under this Lease.
If the Tenant shall have faithfully complied with all the
terms and conditions of this Lease, the Security Deposit
(without interest) shall be refunded to Tenant within thirty
(30) days after the expiration or sooner determination of this
Lease; provided, however, that Tenant first shall have vacated
the Leased Space and surrendered possession thereof to the
Landlord by delivery of keys, in accordance with the Lease
provisions and shall have returned the Leased Space to
Landlord in good order and repair.
14
Nothing herein contained shall require Landlord to hold the
sums so deposited as a trust fund, nor establish any
relationship other than that of debtor and creditor with
respect to said funds so deposited.
If Landlord shall assign or otherwise transfer its interest in
this Lease, Landlord shall have the right to transfer the
Security Deposit to the assignee or other transferee of such
interest (with like right of transfer to any subsequent
assignee or other transferee) and upon such transfer, Landlord
shall be released and relieved from all liability and/or
responsibility with respect to this Security Deposit and/or
the return or application thereof.
39. Use of Landlord and any agent employed by Landlord shall be
Information permitted, to utilize the name of Tenant in and any occupant
Advertising or user of the Leased Space, and other general information
about the Tenant and such occupant or user, and the terms of
this Lease, in advertising and promotional material utilized
by them.
40. Captions The title to paragraphs of this Lease are for
convenience of reference only, and are not to be construed as
defining, limiting or modifying the scope or intent of any of
the terms and conditions of this Lease.
41. Entire This Lease contains all covenants and agreements
Agreement between Landlord and Tenant relating in any manner to the
rental, use and occupancy of the Leased Space and Tenant's use
of the Building and other matters set forth in this Lease. No
prior agreement or understanding pertaining to the same shall
be valid or of any force or effect and the terms, covenants
and conditions of this Lease shall not be altered, modified or
added to except in writing signed by Landlord and Tenant.
42. Option To Provided that Landlord has not given Tenant notice of
Extend Term default more than two (2) times preceding the Expiration Date,
that there then exists no event of default by Tenant under
this lease nor any event that with the giving of notice and/or
the passage of time would constitute a default, and that
Tenant is the sole occupant of the Leased Space, Tenant shall
have the right and option to extend the Term for one (1)
additional period of three (3) years(s), exercisable by giving
Landlord prior written notice, at least six (6) months in
advance of the Expiration Date, of Tenant's election to extend
the Term; it being agreed that time is of the essence and that
this option is personal to Tenant and is non-transferable to
any assignee or sublessee (regardless of whether any such
assignment or sublease was made with or without Landlord's
consent) or other party. Such extension shall be under the
same terms and conditions as provided in this lease except as
follows:
(a) the additional period shall begin on the
Expiration Date and thereafter the Expiration Date shall be
deemed to be extended by three years;
(b) all references to the Term in this Lease shall be
deemed to mean the Term as extended pursuant to this Section;
(c) there shall be no further options to extend; and
(d) the Minimum Annual Rent payable by Tenant for the
additional period shall be computed based upon the then "Fair
Market Rental Rate.", but in no event shall the new rent be
less than the Minimum Annual Rent payable at the end of the
immediately preceding Term of the Lease. Within one (1) month
after Landlord receives Tenant's notice of the exercise of
this option, Landlord will notify Tenant of the "Fair Market
Rental Rate" which shall be Landlord's good faith
determination of the rental rate applicable at such time for
office space in similar buildings located in the Eagleview
Corporate Center ("Landlord's Rental Notice"). If Tenant
objects to the Fair Market Rental Rate as so established,
Tenant may rescind its exercise of this option to extend term,
provided Tenant gives notice of such recision to Landlord on
or before two (2) weeks after Tenant receives Landlord's
Rental Notice, time being of the essence. If Tenant so
rescinds its exercise, then Tenant's option to extend the term
shall be deemed both unexercised and extinguished. If Tenant
does not so rescind its exercise, then the term of this Lease
shall be extended as provided before, with the Minimum Annual
Rent applicable to such additional period being computed based
upon the Fair Market Rental Rate as stated in the Landlord's
Rental Notice.
15
IN WITNESS WHEREOF, the parties have caused this Lease to be
duly executed the day and year first above written, intending
to be legally bound hereby.
LANDLORD
000 Xxxxxxxxx Xxxxxxxxx Associates
BY: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
TENANT (Corporation)
Antares Pharma, Inc.
/s/ Xxxxx Xxxxxxxx
-------------------------------------------
a corporation organized and existing
under the laws of Minnesota USA
ATTEST: Xxxxxxxx Xxxxxxxxx BY: /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------------
16
