TECHNOLOGY CENTRE OF NEW JERSEY COMMERCIALIZATION CENTER FOR INNOVATIVE TECHNOLOGIES LEASE AGREEMENT
TECHNOLOGY
CENTRE OF NEW JERSEY
COMMERCIALIZATION
CENTER FOR INNOVATIVE TECHNOLOGIES
AGREEMENT
OF LEASE made the 15 day of March, 2006, by and between THE NEW JERSEY ECONOMIC
DEVELOPMENT AUTHORITY hereinafter referred to as “LANDLORD”, and, Rosetta
Genomics,Inc. a New Jersey corporation, hereinafter referred to as
“TENANT”.
1. DEFINITIONS
The
term
“BUILDING” means the building and improvements known as Tech Three and situate
and located at the Centre (defined below) consisting of a free standing building
containing 80,000 rentable square feet of space.
The
Term
“COMMERCIALIZATION CENTER” mean that portion of the BUILDING consisting of
44,000 square feet of space; (1) 20,000 square feet of space and leased from
the
Technology Centre of New Jersey, L.L.C. to the LANDLORD under an Agreement
and
Lease dated February
1, 2002 and,
(2)
24,000 square feet of space and leased from the Technology Centre of New
Jersey,
L.L.C. to the LANDLORD under an Agreement and Lease dated May
19, 2004.
The
term
“COMMERCIALIZATION CENTER SHARE” shall be 55% of the BUILDING SHARE in that the
COMMERCIALIZATION CENTER is comprises 55% of the BUILDING.
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The
term
“CENTRE” means the land, buildings and improvements (including without
limitation the BUILDING and other buildings) comprising the 50 acre science
and technology park known as the Technology Centre of New Jersey North
Brunswick, New Jersey, Lots 20,28, 29.03, Block 194.
The
term
“COMMON AREAS” means those exterior areas of the CENTRE intended for the
non-exclusive use of all tenants of the CENTRE and their agents, employees,
invitees and licensees and the interior area of the COMMERCIALIZATION CENTER
intended for the non-exclusive use of all tenants of the COMMERCIALIZATION
CENTER and their agents, employees, invitees and licensees in common with
LANDLORD and other parties.
The
term
“LEASED PREMISES” means that portion of the COMMERCIALIZATION CENTER delineated
on the floor plans constituting EXHIBIT
A
attached
hereto and made a part hereof, bounded by the interior sides of the centers
of
all demising walls other than exterior BUILDING walls and the exterior sides
of
all exterior BUILDING walls. For purposes of this LEASE, TENANT and LANDLORD
agree that the LEASED PREMISES consists of One (1) Laboratory Unit(s) and
made
up of One thousand (1,000) Rentable square feet.
2. USE
OF LEASED PREMISES
TENANT
shall not use or occupy, or permit or suffer to be used or occupied the LEASED
PREMISES or any part thereof, other than for office, research, laboratory
and
related manufacturing or training facilities that are consistent with applicable
municipal zoning ordinances, as same may be amended from time to time. TENANT
agrees to use the LEASED PREMISES in a manner consistent with LANDLORD’s public
policy to develop and manage the CENTRE as research/high technology
park.
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3. LEASE
OF LEASED PREMISES
LANDLORD
hereby leases to the TENANT and TENANT hereby leases from the LANDLORD, upon
and
subject to the terms and provisions of this LEASE, the LEASED PREMISES, together
with all rights and benefits appurtenant to the LEASED PREMISES. TENANT shall
each be jointly and severally to perform each and every term of this
LEASE
4. INITIAL
TERM, RENEWAL OPTIONS and RENT COMMENCEMENT
4.1
The
term of this LEASE shall be fro the period beginning on March 15, 2006 (the
“COMMENCEMENT DATE”) and ending on March 14, 2007 (the “TERMINATION DATE”) (the
“TERM”). Upon
mutual consent, this LEASE may be renewed for three (3) year(s).
5. RENT
5.1 “RENT”
(as hereinafter defined) shall commence to accrue and be payable (the “RENT
COMMENCEMENT DATE”) from the earlier of: (a) March 15, 2006 or (b) the date that
TENANT or anyone claiming under or through TENANT first occupies or takes
possession of the LEASED PREMISES or any portion thereof.
5.2 TENANT
covenants and agrees to pay to LANDLORD, RENT, in advance, on the first day
of
each month during the term of this lease as follows: for one (1) laboratory
of
1000 square feet (B119).
Laboratory
Rent Space:
For
the period of one (1) Year starting on the RENT COMMENCEMENT DATE,
$30,000
($2,500 per unit per month)
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5.3 For
any
installment of NET RENT or ADDITIONAL RENT payable by TENANT which is not
paid
within fifteen (15) days after the date due, TENANT will pay to LANDLORD
as
ADDITIONAL RENT a late charge equal to two percent (2%) of such past due
amount.
6 ADDITIONAL
RENT
6.1 The
“ADDITIONAL RENT” (as hereinafter defined) shall commence to accrue and be
payable from the RENT COMMENCEMENT DATE.
6.2 The
ADDITIONAL RENT shall consist of (1) 100% of OPERATING
EXPENSES
attributable solely to the LEASED PREMISES; (2) Milestone Additional Rent
as
stated on Exhibit B, and (3) 100% of all other ADDITIONAL RENT expressly
set
forth elsewhere in this LEASE and Exhibits.
6.3 OPERATING
EXPENSES means the following:
(a) sub-metered
electrical usage for Leased Premises lighting, and receptacles;
(b) heating
Ventilation Air Conditioning charges for usage other than usage during the
normal hours of 7 AM to 7 PM Monday through Friday;
(c) per
use
charge of the copier and fax machines at LANDLORD’s posted and reasonable
rates;
(d) per
use
charge for the use of the Autoclave at LANDLORD’s posted and reasonable
rates;
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(e)
per
month charge per unit for access to internet and phone services at LANDLORD’s
posted and reasonable rates. TENANT will be responsible for toll calls and
other
phone charges;
(f) use
of
other fee-for-use services utilized by TENANT at LANDLORD’s posted and
reasonable rates;
6.4
MILESTONE RENT which shall be calculated as set forth in Exhibit B and
ADDITIONAL
RENT
shall be
paid to LANDLORD 30 days from TENANT’s receipt of LANDLORD’s xxxx for MILESTONE
RENT or ADDITIONAL RENT charges.
7. COMMERCIALIZATION
CENTER PROGRAM
7.1
As
an
inducement to LANDLORD to enter into this LEASE, TENANT covenants
and warrant to abide by the following policies during the TERM of the
LEASE:
(a)
TENANT agrees to meet at least annually with a COMMERCIALIZATION CENTER’s
advisory board to review and discuss TENANT’S business plan, financial progress
and development business strategy;
(b)
TENANT shall report to LANDLORD quarterly the number of full and part-time
paid
jobs sustained by TENANT;
(c)
TENANT shall report to the LANDLORD annually for two years following termination
of this LEASE on the number of jobs TENANT is sustaining in New Jersey. This
provision Section 7.1(d) shall survive the LEASE TERMINATION by two
years;
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(d)
TENANT shall participate in the Commercialization Center for Innovative
Technologies tenant business development program conducted by the LANDLORD’s
manager as set forth in the Commercialization Center Participation Agreement
entered into by the Landlord and the Tenant and shall report requested company
financial information on a semi-annual basis as set forth therein.
7.2
TENANT understands that noncompliance with any item in Section 7.1 constitutes
an EVENT OF DEFAULT under this LEASE and shall subject TENANT to all remedies
available to LANDLORD, including termination of this LEASE, in accordance
with
Section 17.
8. CONDITION
OF THE LEASED PREMISES
8.1 Except
as
otherwise set forth LANDLORD shall be under no duty or obligation to make
any
repairs or alterations to the LEASED PREMISES.
8.2 LANDLORD
shall deliver the LEASED PREMISES in clean condition, free of
debris.
8.3 LANDLORD
represents and warrants that:
(a)
the
BUILDING is structurally sound and weather tight;
(b)
the
LEASED PREMISES is in good working order, well maintained (to the extend
of
LANDLORD services as specified in this LEASE AGREEMENT), and in compliance
with
all applicable building codes, rules and regulations, laws and ordinances
of
government authorities;
(c) Two
(2)
of the parking spaces located in the parking area designated on Exhibit
D
are for
the non-exclusive use of TENANT, its agents, employees, servants, contractors,
subtenants, licensees, customers or business invitees and that said parking
area
is completed in compliance with all applicable laws;
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(d)
LANDLORD
covenants, at its sole cost and expense, to complete all necessary repairs
or
replacements required to cause the LEASED PREMISES to comply with Sections
8.3(a), (b),
and
(c)
above,
promptly but within sixty (60) days from written notice from TENANT; provided,
however, that if such repair or replacement cannot reasonably be completed
within said sixty (60) days, LANDLORD shall not be in breach of this covenant
if
LANDLORD has commenced such repair or replacement within said sixty (60)
day
period and thereafter promptly and diligently prosecutes such repair or
replacement to completion.
9. ALTERATIONS,
ADDITIONS AND IMPROVEMENTS
9.1 TENANT
shall bear the cost and expense of modifying the interior of the BUILDING
for
its use (the “TENANT IMPROVEMENTS”), including without limitation obtaining all
required approvals, permits, and certificates from the governmental authorities
having jurisdiction of the BUILDING and LANDLORD shall cooperate with TENANT
in
connection therewith. Prior to obtaining such approvals, certificates and
approvals and commencing construction of any TENANT IMPROVEMENTS, TENANT
shall
obtain written approval of LANDLORD of all plans, drawings and specifications,
which approval shall not be unreasonably withheld or delayed, and TENANT
shall
deposit with LANDLORD, LANDLORD’s estimate of cost of TENANT IMPROVEMENTS.
TENANT IMPROVEMENTS is not intended to include personal property, moveable
equipment, and trade fixtures not mounted to the LEASED PREMISES.
9.2 During
the TERM of the LEASE, TENANT IMPROVEMENTS shall be undertaken by LANDLORD
at
TENANT’s expense in a good and workmanlike manner. TENANT IMPROVEMENTS shall be
constructed in accordance with all laws, codes and regulations and in accordance
with the plans, drawings and specifications approved by LANDLORD in accordance
with Section
9.1.
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9.3 All
work
relating to TENANT IMPROVEMENTS shall be subject to the prevailing wage
requirements and affirmative action requirements of the New Jersey Economic
Development Authority.
9.4 To
the
extent permitted by law, any TENANT IMPROVEMENTS are to be constructed by
contractors and sub-contractors employing craft workers who are members of
unions that are affiliated with the AFL-CIO Building and Construction Trades
Department in accordance with applicable collective bargaining agreements.
LANDLORD and TENANT shall use contractors and sub-contractors employing workers
represented by unions that are affiliated with the AFL-CIO Building and
Construction Trades Department in accordance with applicable collective
bargaining agreements to provide for janitorial services and BUILDING
maintenance.
10. AFFIRMATIVE
COVENANTS OF TENANT
10.1 TENANT
shall, throughout the TERM of this LEASE, pay the RENT and ADDITIONAL RENT,
(as
applicable), and all other charges herein reserved as rent on the days and
times
and at the place that the same are made payable.
10.2 TENANT
shall, throughout the TERM of this LEASE without demand, keep and maintain
the
LEASED PREMISES as follows: clean and free from all ashes, dirt and other
refuse
matter, including refuse removed from the LEASED PREMISES, and generally
keep
and maintain the LEASED PREMISES in as good order as it is at the COMMENCEMENT
DATE ordinary wear and tear alone excepted (subject to damage by fire or
other
casualty pursuant to the provisions of Section
13).
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10.3 TENANT
shall, throughout the TERM of this LEASE, comply with all the terms of any
State
or Federal statute or local ordinance or regulation applicable to TENANT
or its
manner of use of the LEASED PREMISES, and save, indemnify, defend and hold
LANDLORD harmless from penalties, fines, costs or damages resulting from
failure
to do so.
10.4 TENANT
shall, subject to Section
10.2,
peaceably deliver up and surrender possession of the LEASED PREMISES in a
broom-swept condition, at the expiration or sooner termination of the LEASE
hereof, promptly delivering to LANDLORD, at LANDLORD’S office, all keys to the
LEASED PREMISES and BUILDING and surrender the LEASED PREMISES and BUILDING
in
the same good order and repair as it is at the COMMENCEMENT DATE, ordinary
wear
and tear alone excepted (subject to damage by fire or other casualty pursuant
to
the provisions of Section
13).
Furthermore, upon TENANT'S surrender of possession of any unit(s) of the
LEASED
PREMISES, LANDLORD shall, at TENANT’S expense, will contract for the vacated
unit(s) to be de-commissioned and thoroughly cleaned to remove biological
residue and other microscopic particles, as reasonably determined by
LANDLORD.
10.5 TENANT
shall, upon termination of the LEASE for any cause whatsoever other than
LANDLORD’S default, remove from the LEASED PREMISES:
(a) all
TENANT personal property; and
(b) all
fixtures listed on Exhibit
E;
10.6
TENANT shall not store any materials, property, debris, or other items in
any
part of the BUILDING other than the LEASED PREMISES.
10.7
TENANT shall comply with LANDLORD environmental and operational regulations
as
attached in Exhibit F.
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11. LANDLORD
SERVICES
11.1 LANDLORD,
at LANDLORD’S cost and expense shall:
(a) provide
lawn care and landscaping for the COMMON AREAS;
(b) provide
snow shoveling and snow and ice removal from the parking area, sidewalks,
drives
and roadways on the COMMON AREAS;
(c) provide
general external and structural maintenance to the BUILDING;
(d) keep
in
good order and repair and maintain, in accordance with all applicable laws,
rules and regulations, the fire water pump, pump house, sewer, water, gas,
electrical and fire lines located in the CENTRE;
(e) maintain
and service the heat, air-conditioning, ventilation, mechanical, electrical,
gas
and plumbing systems for the LEASED PREMISES;
(f)
provide
a
dumpster near the BUILDING for TENANT’s use for ordinary and customary office
refuse; and
(g) cause
the
BUILDING (exclusive of LEASED PREMISES) and CENTRE COMMON AREAS to comply
with
all laws, ordinances, rules and regulations.
(h)
LANDLORD shall provide janitorial services to the COMMERCIALIZATION CENTER’s
interior COMMON AREAS.
11.2 If
any
interruption of utilities or essential services that (1) results from LANDLORD’S
default hereunder or LANDLORD’S negligence, (2) is within the LANDLORD’S
reasonable control to correct and (3) does not result from TENANT’S default or
failure to maintain hereunder or TENANT’S negligence, shall continue for more
than five (5) consecutive business days and shall render the LEASED PREMISES
untenantable for the normal conduct of TENANT’S business, a pro rata portion
based upon the untenantable square feet of the LEASED PREMISES of the NET
RENT
and ADDITIONAL RENT and other payments hereunder shall xxxxx from the period
beginning on the sixth (6th) consecutive business day of such interruption
and
continuing until and to the extent use of the LEASED PREMISES is restored
to
TENANT. LANDLORD shall have no other or further liability to TENANT for any
interruption or suspension of heating, air-conditioning, ventilation, electric,
plumbing, mechanical services to the LEASED PREMISES.
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12. RULES
AND REGULATIONS
12.1 Rules.
TENANT,
its employees and invitees, shall comply with the rules and regulations attached
as Exhibit
G
(the
“RULES”), and reasonable modifications and additions to the RULES adopted by
LANDLORD that TENANT is given thirty (30) days’ advance notice of; provided,
however, that such modifications or additions do not unreasonably and materially
interfere with TENANT’S conduct of its business or TENANT’S use and enjoyment of
the LEASED PREMISES and do not require payment of additional
moneys.
12.2 Conflict
with LEASE. If
a RULE
issued under Section
12.1
conflicts with or is inconsistent with any LEASE provision, the LEASE provision
controls.
13. DAMAGE
OR DESTRUCTION OF LEASED PREMISES
13.1 LANDLORD
agrees that if the LEASED PREMISES is damaged by fire or other casualty to
an
extent not rendering it completely untenantable, LANDLORD shall promptly
cause
such damage to be repaired and restored excluding any TENANT IMPROVEMENTS
provided the repairs and restoration can be completed within two hundred
forty
(240) business days and, except if such fire or casualty is caused by a
violation of applicable regulations or intent or gross negligence on the
part of
the TENANT, a pro rata portion based on the untenantable square feet of the
LEASED PREMISES of the NET RENT and ADDITIONAL RENT, and other payments
hereunder shall xxxxx from the date of such damage to the date of completion
of
such repairs and restoration. If LANDLORD so repairs and restores, TENANT
shall
promptly thereafter restore all TENANT IMPROVEMENTS.
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13.2 If
the
LEASED PREMISES shall be damaged by fire or other casualty to an extent
rendering it completely untenantable, LANDLORD shall promptly cause such
damage
to be repaired and restored promptly excluding any TENANT IMPROVEMENTS provided
the repairs and restoration can be completed within two hundred forty (240)
business days and, except if such fire or casualty is caused by a violation
of
applicable regulations or intent or gross negligence on the part of the TENANT,
the NET RENT and ADDITIONAL RENT and other payments hereunder shall xxxxx
completely from the date of such damage to the date of completion of such
repairs and restoration. If LANDLORD so repair and restores, TENANT shall
promptly thereafter restore all TENANT IMPROVEMENTS.
13.3 If
the
LEASED PREMISES and BUILDING cannot be restored to tenantable condition within
the two hundred forty (240) business day period set forth in Section
13.1 or Section 13.2,
as
determined by a qualified architect, engineer, contractor or other qualified
professional reasonably approved by LANDLORD, then LANDLORD may terminate
this
LEASE by written notice to TENANT no later than fifteen (15) days after notice
of such professional determination. In the event that LANDLORD so terminates
this LEASE, and if no EVENT OF DEFAULT exists (except for an EVENT OF DEFAULT
which cannot be cured because of such casualty to the LEASED PREMISES)
hereunder, RENT and ADDITIONAL RENT shall be prorated as of the date of the
termination, and this LEASE shall terminate as if the TERM hereof had
expired.
13.4 All
repairs and restoration conducted by or on behalf of LANDLORD pursuant to
this
Section
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shall be
completed with due and reasonable diligence.
14. CONDEMNATION
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14.1 If
the
entire LEASED PREMISES or a portion of the BUILDING is taken by right of
eminent
domain for any public or quasi public use or by private purchase in lieu
thereof
and such taking of a portion of the BUILDING renders the LEASED PREMISES
not
reasonably accessible or usable, then this LEASE shall automatically end
on the
earlier of the date title vests or the date TENANT is dispossessed by the
condemning authority.
14.2 Omitted
14.3 If
the
LEASE is canceled as provided in Section 14.1, then the NET RENT, ADDITIONAL
RENT, TENANT’S SHARE of REAL ESTATE TAXES or PILOT, and other charges shall be
payable up to the cancellation date. LANDLORD shall promptly refund to TENANT
any prepaid, unaccrued NET RENT, ADDITIONAL RENT and TENANT’S SHARE of REAL
ESTATE TAXES or PILOT, if any, less any sum then owing by TENANT to
LANDLORD.
14.4 LANDLORD
reserves all rights to damages paid because of any partial or entire taking
of
the LEASED PREMISES. TENANT assigns to LANDLORD any right TENANT may have
to the
damages or award. Further, TENANT shall not make claims against LANDLORD
or the
condemning authority for damages.
15. Omitted
16. EVENT
OF DEFAULT
16.1 An
“Event
of Default” shall occur after the applicable grace period described in
Sections
16.5(a) and 16.5(b)
have run
if TENANT:
16.2 Does
not
pay in full when due any and all installments of RENT, ADDITIONAL RENT or
any
other charge or payment herein reserved, included, or agreed to be treated
or
collected as rent and/or any other charge, expense, or cost herein agreed
to be
paid by TENANT; or
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16.3 Violates
or fails to perform or otherwise breaks any covenant, agreement or obligation
under this LEASE; or
16.4 Becomes
insolvent, or makes an assignment for the benefit of creditors, or if a petition
in bankruptcy is filed by TENANT, or if TENANT is adjudicated a bankrupt,
or a
xxxx in equity or other proceeding for the appointment of a receiver for
TENANT
is filed, or if proceedings for reorganization or for composition with creditors
under any State or Federal law be instituted by TENANT, or if the real or
personal property of TENANT shall be levied upon or sold.
16.5 Anything
herein contained to the contrary notwithstanding, any thing or act which
would
otherwise be an EVENT OF DEFAULT by TENANT hereunder shall not be an EVENT
OF
DEFAULT hereunder unless:
(a) TENANT
shall have failed to correct the alleged EVENT OF DEFAULT within a period
of
thirty (30) days after LANDLORD provides notice of the alleged EVENT OF DEFAULT
if the EVENT OF DEFAULT be one which can be cured by the payment of money;
or
(b) TENANT
shall have failed to correct the alleged EVENT OF DEFAULT within a period
of
thirty (30) days after LANDLORD provides notice of the alleged EVENT OF DEFAULT
if the EVENT OF DEFAULT be one which cannot be cured by the payment of money
or,
if the alleged default be one which cannot with due diligence be cured within
said thirty (30) day period, within such additional period as is reasonably
necessary to correct the alleged EVENT OF DEFAULT, provided TENANT shall
commence curing such EVENT OF DEFAULT within said thirty (30) day period
and
shall thereafter diligently prosecute the curing of the alleged EVENT OF
XXXXXXX.
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00. LANDLORD’S
REMEDIES
As
used
in this Article 17, the term “DEFAULT RENT” refers to the amount of the whole
balance of RENT and ADDITIONAL RENT for the entire balance of the INITIAL
TERM
and EXTENDED TERM for which TENANT has become bound, or any part of such
charges
and any other damages due to LANDLORD from TENANT under this LEASE from and
after the date of occurrence of an EVENT OF DEFAULT.
Upon
the
occurrence of any EVENT OF DEFAULT:
17.1 LANDLORD
may declare the whole balance of RENT and ADDITIONAL RENT for the entire
balance
of the
TERM
or any
part of such charges and any other damages due to LANDLORD from TENANT under
this LEASE to be due and immediately payable.
17.2 LANDLORD
may terminate this LEASE by sending to TENANT a written Notice of Termination
no
less than twenty-one (21) days before the Termination and thereby immediately,
upon such twenty-first (21st) day, without the need to take any further action,
terminate, cancel and extinguish all of TENANT’s rights of possession and
occupancy to or in the LEASED PREMISES.
17.3 LANDLORD
may relet the LEASED PREMISES or any part or parts thereof to such person
or
persons as may, in LANDLORD’S discretion, be best; and TENANT shall be liable
for any loss of DEFAULT RENT. In the event that LANDLORD relets the LEASED
PREMISES or any part or parts thereof at a rent higher than TENANT’S rent,
TENANT shall have no claim for such excess rents. Any such re-entry or
re-letting by LANDLORD under this SECTION shall be without prejudice to
LANDLORD’S claim for actual damages (including but not limited to the costs of
reletting), and shall under no circumstances, release TENANT from liability
for
the payments of DEFAULT RENT and such damages arising out of the breach of
any
of the covenants, terms, and conditions of this LEASE.
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17.4 Should
TENANT fail to cure an EVENT OF DEFAULT under Section
16.5
within
the applicable grace period, LANDLORD may exercise “self-help” remedies to
regain possession of the LEASED PREMISES or bar TENANT from entry into the
LEASED PREMISES provided that LANDLORD does so at all times in a peaceful
manner.
17.5 LANDLORD
may exercise all or any of the rights granted to a LANDLORD in law or in
equity
upon an event of default by a tenant under a lease including, without
limitation, termination of the LEASE and a suit to recover damages for such
breach in an amount equal to the amount of rent reserved in the balance of
the
TERM.
17.6 LANDLORD
or its mortgagee of the LEASED PREMISES (subject to Section
32.2)
may
(but shall not be obligated to do so) cure such EVENT OF DEFAULT and the
cost
thereof shall be added to the next monthly installment of RENT payable under
this LEASE.
17.7 LANDLORD’s
remedies under this LEASE shall be cumulative and concurrent.
18. LANDLORD’S
DEFAULT
A
breach
by LANDLORD shall occur if LANDLORD fails to correct an alleged breach within
a
period of fifteen (15) days after receipt of written notice of such breach
from
TENANT or, if the alleged breach be one which cannot with due diligence be
cured
within said fifteen (15) day period, within such additional period as is
reasonably necessary to correct the alleged breach, provided LANDLORD shall
commence curing such breach within said fifteen (15) day period and shall
thereafter diligently prosecute the curing of the alleged
breach.
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19. WAIVER
Any
waiver by a party of a breach by the other party under this LEASE shall be
limited to a particular breach so waived by said first party and shall not
be
deemed a waiver of any other remedy by said first party.
20. INSURANCE
20.1 TENANT
shall maintain in full force during the LEASE hereof at its’ sole cost and
expense the following types and minimum amounts of insurance:
(a) Commercial
General Liability and, if necessary, Commercial Umbrella insurance with a
combined limit of not less than two million dollars ($2,000,000) each
occurrence. Insurance shall be written on an ISO occurrence form CG 00 01
(or a
substitute form providing equivalent coverage) and shall cover liability
arising
out of, occasioned by or resulting from, products, completed operations,
personal injury and advertising injury, premises, operations, independent
contractors, and liability assumed under an insured contract. Any deductible,
or
self-insured retention, applicable to the aforementioned insurance shall
be
approved by LANDLORD, such approval not to be unreasonably withheld or delayed,
and written using ISO endorsement CG 03 00 (or a substitute providing similar
terms and conditions) which otherwise requires the TENANT to be responsible
for
the deductible or retention. If such Commercial General Liability insurance
contains a General Aggregate limit, it shall apply separately to the LEASED
PREMISES. LANDLORD shall be included as an insured under the TENANT’s Commercial
General Liability policy using ISO additional insured endorsement CG 20 11
(or a
substitute form providing similar coverage), and under the Commercial Umbrella,
if any. This insurance shall apply as primary insurance with respect to any
other Commercial General Liability insurance or self-insurance programs afforded
to the LANDLORD with respect to the CENTRE. If the aforementioned insurance
is
written on a claims made basis, the Tenant warrants that continuous coverage
will be maintained or an extended discovery period will be exercised for
a
period of five (5) years beginning from the time the lease is terminated
and
provide Certificates of Insurance evidencing continuance of coverage with
the
original claims made retroactive date.
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(b) Automobile
Liability and, if necessary, Commercial Umbrella insurance with a limit of
not
less than one million dollars ($1,000,000) each accident. Such insurance
shall
cover liability arising out of any auto, including owned, hired and non-owned
vehicles. LANDLORD shall be included as an insured under the TENANT’s Automobile
Liability policy using ISO additional insured endorsement CA 20 01, (or a
substitute form providing similar coverage), and under the Commercial Umbrella,
if any. This insurance shall apply as primary insurance with respect to any
other Automobile Liability insurance or self-insurance programs afforded
to the
LANDLORD with respect to the CENTRE.
(c) Workers’
Compensation , and Employers’ Liability covering all of it’s employees on, in,
or about the Leased Premises in accordance with applicable statutes of the
State
of New Jersey and endorsed to include coverage for any federal or other state
law that may be found to have legal jurisdiction. The Employers’ Liability
limits shall not be less than one million dollars ($1,000,000) each accident
for
bodily injury by accident or each employee for bodily injury by
disease.
(d) Commercial
Property Insurance covering TENANT’s property, fixtures, equipment and TENANT
IMPROVEMENTS, covering one hundred percent (100%) of the full replacement
cost
of the property insured. Coverage is to include business income, business
interruption or extra expense and loss of rents and in no event shall Landlord
be liable for any business income or other consequential loss sustained by
Tenant, whether or not it is insured, even if such loss is caused by the
negligence of Landlord or its agents. Commercial Property Insurance shall,
at a
minimum, cover the perils insured under the ISO special causes of loss form
CP
10 30 00 (or a substitute providing similar terms and conditions). Any
coinsurance requirement in the policy shall be eliminated through the attachment
of an agreed amount endorsement, the activation of an agreed value option,
or as
is otherwise appropriate under the particular policy form. Any deductible,
or
self-insured retention, applicable to the aforementioned insurance shall
be
approved by LANDLORD, such approval not to be unreasonably withheld or delayed.
Landlord shall be included as a Loss Payee and such insurance shall provide
that
proceeds for damage or destruction to Leased Premises payable thereunder
shall
be payable to the Landlord and the Tenant as their respective interest may
appear.
18
20.2 LANDLORD
shall maintain or cause to be maintained in full force during the LEASE hereof
at its sole cost and expense the following types and amounts of
insurance:
(a) Commercial
General Liability, and if necessary, Commercial Umbrella Insurance with a
combined limit of not less than two million dollars ($2,000,000) for bodily
injury and property damage, to include liability assumed under an insured
contract.
(b) Automobile
Liability, and if necessary, Commercial Umbrella Insurance with a limit of
not
less than one million dollars ($1,000,000) each accident, to cover owned,
hired
and non-owned vehicles.
(c) Commercial
Property Insurance covering the full replacement value of the COMMERCIALIZATION
CENTER as built-up from time to time, excluding TENANT IMPROVEMENTS and any
alterations, fixtures or personal property installed by TENANT or tenants.
Commercial Property Insurance shall, at a minimum, cover the perils insured
under the ISO special causes of loss form CP 10 30 00 (or a substitute providing
similar terms and conditions). Such insurance shall carry a maximum deductible
of $200,000.00, as amended from time to time by agreement between LANDLORD
and
tenants. The TENANT’S prorata share of the deductible under such insurance
policy for any claims involving the LEASED PREMISES shall be paid as ADDITIONAL
RENT pursuant to “ARTICLE 6 - ADDITIONAL RENT”.
19
(d)
Pollution Legal Liability covering losses which may arise from the CENTRE
of not
less than five million dollars ($5,000,000) policy aggregate, inclusive of
legal
and clean-up costs. A deductible of not more than $100,000 will be applied
to
each incident, inclusive of legal and clean-up costs. Coverage shall include
Bodily Injury and Property Damage resulting from either On-Site or Off-Site
Pollution Conditions as defined by the policy contract.
20.3
TENANT and LANDLORD hereby waive any recovery of damages and rights against
each
other (including their employees, directors, officers, agents or
representatives) for loss or damage to the CENTRE, LEASED PREMISES, BUILDING,
TENANT IMPROVEMENTS and betterments, fixtures, equipment, and any other personal
property to the extent covered by the commercial property insurance or boiler
and machinery insurance required above. TENANT waives all rights against
the
Landlord and its agents for recovery of damages to the extent these damages
are
covered by the Commercial General Liability, Automobile Liability or Commercial
Umbrella Liability insurance maintained by TENANT. If the policies of insurance
purchased by TENANT as required above do not expressly allow the insured
to
waive rights of subrogation prior to loss, the insured shall cause them to
be
endorsed with a waiver of subrogation as required above.
20.4 All
insurance policies required hereunder shall be issued by an insurance company
or
companies authorized to do business in the State of New Jersey with a current
A.M. Best’s rating of no less than A-, VI.
20
20.5 By
the
COMMENCEMENT DATE and upon each renewal of its insurance policies, TENANT
shall
furnish to Landlord a certificate of insurance , executed by a duly authorized
representative of each insurer, evidencing compliance with the insurance
requirements set forth herein. All certificates shall provide for thirty
(30)
days written notice to the Landlord prior to cancellation and/or material
change
of any insurance required hereby. The words “endeavor to” and “but failure to
mail such notice shall impose no obligation or liability on any kind upon
the
company, its agents or representatives” shall be deleted from the certificate
form’s cancellation provision. Failure of Landlord to demand such certificate
or
other evidence of full compliance with these insurance requirements or failure
of Landlord to identify a deficiency from evidence that is provided shall
not be
construed as a waiver to TENANT’S obligation to maintain such insurance. Failure
to maintain the required insurance may result in termination of this lease
at
Landlord’s option. TENANT shall provide certified copies of all insurance
policies required within ten (10) days of Landlord’s written request for such
policies. If TENANT fails to provide the required evidence of insurance within
thirty (30) days after notice of demand, Landlord shall the right, but not
the
obligation, to purchase said insurance at TENANT’s expense, and in connection
therewith, including without limitation, Landlord’s reasonable attorneys fees,
on demand as RENT. By requiring insurance herein, Landlord does not represent
that coverage and limits will necessarily be adequate to protect TENANT,
and
such coverage and limits shall not be deemed as a limitation on TENANT’s
liability under the indemnities granted to Landlord in this LEASE.
20.6 Each
party hereby agrees to review the amounts of coverage required under this
LEASE
from time to time, but in no event more frequently than every five (5) years,
and the parties shall, in good faith, agree upon any reasonable changes in
amounts of coverage required of each party by this LEASE. TENANT shall also
provide such additional types of insurance in such amounts as Landlord shall
from time to time reasonably require.
21
21. ENVIRONMENTAL
21.1 TENANT
represents, warrants and covenants that, during the TERM (a) it shall at
all
times comply and shall cause the LEASED PREMISES to comply materially with
all
“ENVIRONMENTAL LAWS” (as hereinafter defined), except if caused by NON-TENANT
CONTAMINATION (as hereinafter defined), (b) it will keep the LEASED PREMISES
free of any lien imposed pursuant to any ENVIRONMENTAL LAWS other than any
lien
imposed by reason of actual or threatened contamination by HAZARDOUS SUBSTANCES
on or migrating towards the LEASED PREMISES prior to the COMMENCEMENT DATE
or
due to acts or omissions of LANDLORD, (or its employees, agents,
representatives, invitees, licensees, customers or contractors), of tenants
or
others occupying the LEASED PREMISES prior to the TERM hereof, of owners
or
tenants of neighboring properties, of other identified third parties, or
of
forces of nature (such as natural emission of radon gas) (collectively, the
“NON-TENANT CONTAMINATION”), and (c) it has, to the best of its knowledge,
truthfully answered all of the questions on the Commercialization Center
-
Tenant Questionnaire and will abide by the LANDLORD’s environmental and
operational standards as updated from time-to-time.
21.2 TENANT
warrants that it will promptly deliver to the LANDLORD copies of all permits,
licenses, and
notices of violation submitted by the TENANT to, or received from, any federal,
state, county or municipal environmental agency, including without limitation
the United States Environmental Protection Agency and the New Jersey Department
of Environmental Protection. Upon the request of LANDLORD, TENANT shall provide
LANDLORD with reasonably available evidence of TENANT’s compliance with
ENVIRONMENTAL LAWS.
21.3 In
addition to TENANT’s obligations under Section
21.1, to
the
extent applicable, TENANT shall, at TENANT’s own expense, comply with the
reporting requirements of the Emergency Planning and Community Right to
Know
Act, 42 U.S.C. §II00I et
seq.
and the
Toxic Catastrophe Prevention Act, N.J.S.A. 13: 1K-19 et
seq.
22
21.4 At
the
expiration or earlier termination of this LEASE, TENANT shall surrender the
LEASED PREMISES to LANDLORD free of any and all HAZARDOUS SUBSTANCES, and
in
compliance with all ENVIRONMENTAL LAWS, excepting, however, any such presence
of
HAZARDOUS SUBSTANCES or any such noncompliance with ENVIRONMENTAL LAWS due
to
the NON-TENANT CONTAMINATION.
21.5 Subject
to the provisions of this Section
21,
and
subject to the TENANT not posing any unreasonable risk of harm to the BUILDING,
CENTRE, or people, TENANT shall be entitled to use and store on the LEASED
PREMISES the HAZARDOUS SUBSTANCES that are necessary for TENANT’S business
provided that they shall be stored in “de minimus” quantities (as defined under
ISRA) and further provided that such usage and storage, and TENANT’s disposal of
all waste resulting therefrom, are in full compliance with all applicable
ENVIRONMENTAL LAWS.
21.6 LANDLORD
shall have the right but not the obligation, at all times during the LEASE
TERM
to (a) inspect the LEASED PREMISES, (b) conduct investigations and take samples
to determine whether TENANT is in compliance with the provisions of Section
21,
and (c)
request lists of all HAZARDOUS SUBSTANCES used, stored or located on the
LEASED
PREMISES, the reasonable costs of all such investigations, tests and inspections
to be borne by TENANT and reimbursed to LANDLORD, as ADDITIONAL RENT on demand
if LANDLORD has reasonable cause to believe that TENANT is in violation of
this
Section
21,.
21.7 Violations
- Environmental Defaults.
(a) TENANT
shall give to LANDLORD immediate verbal and follow-up written notice of
any
actual, threatened or suspected spills, releases or discharges of HAZARDOUS
SUBSTANCES on the LEASED PREMISES caused by the acts or omissions of TENANT
or
its agents, employees, representatives, invitees, licensees, subtenants,
customers or contractors. TENANT covenants to promptly investigate, clean
up and
otherwise remediate any spill, release or discharge of HAZARDOUS SUBSTANCES
caused by the acts or omissions of TENANT or its agents, employees,
representatives, invitees, licensees, subtenants, customers or contractors
at
TENANT’S sole cost and expense; such investigation, clean up and remediation to
be performed in accordance with all applicable ENVIRONMENTAL LAWS and to
the
reasonable satisfaction of LANDLORD and after TENANT has obtained LANDLORD’S
written consent, which shall not be unreasonably withheld or delayed. TENANT
shall return the LEASED PREMISES to the condition existing prior to the
introduction of any such HAZARDOUS SUBSTANCES.
23
(b) In
the
event of (1) a violation at the LEASED PREMISES of any ENVIRONMENTAL LAW,
(2) a
release, spill or discharge of a HAZARDOUS SUBSTANCE on or from the LEASED
PREMISES, (3) the discovery of an environmental condition at the LEASED
PREMISES, or (4) TENANT’s failure to provide all information, submissions or
take all actions of any kind required by ISRA or requested by NJDEP which
violation, release, spill, discharge, environmental condition or failure
to
cooperate is caused by the acts or omissions of TENANT, its agents, employees,
representatives, invitees, licensees, subtenants, customers or contractors
at
any time from and after the COMMENCEMENT DATE (together “ENVIRONMENTAL
DEFAULT”), LANDLORD shall have the right, but not the obligation, to immediately
enter the LEASED PREMISES to supervise and/or approve any actions required
to be
taken by TENANT to address the ENVIRONMENTAL DEFAULT. If the LANDLORD reasonably
determines that TENANT’S reaction to address any ENVIRONMENTAL DEFAULT is
insufficient to comply with any ENVIRONMENTAL LAW, then LANDLORD may perform
any
lawful and reasonable actions necessary to address the ENVIRONMENTAL DEFAULT,
the cost of which, shall be charged to TENANT as ADDITIONAL RENT. Except
for
emergency situations, LANDLORD shall provide TENANT five (5) days prior written
notice of LANDLORD’s intended actions to address the ENVIRONMENTAL
DEFAULT.
24
21.8 TENANT
shall indemnify, defend (with counsel reasonably approved by LANDLORD) and
hold
LANDLORD, New Jersey Institute of Technology and their respective affiliates,
shareholders, directors, officers, employees and agents harmless of, from
and
against any and all claims, judgments, damages (including consequential
damages), penalties, fines, liabilities, losses, suits, administrative
proceedings, costs and expenses of any kind or nature, known or unknown,
contingent or otherwise, which arise out the occurrence of any ENVIRONMENTAL
DEFAULT (including, but not limited to, reasonable attorneys’, consultant,
laboratory and expert fees) as set forth in Section 21.7.
21.9 ISRA
Compliance.
(a) To
the
extent that ISRA is applicable to TENANT, TENANT shall, at TENANT’S own expense,
comply with ISRA. At no expense to LANDLORD, TENANT shall promptly provide
all
information available to TENANT and required by LANDLORD for preparation
of
non-applicability affidavits and shall promptly sign such affidavits when
requested by LANDLORD.
(b) In
the
event ISRA is applicable, for any reason, TENANT shall, prior to vacating
the
LEASED PREMISES, comply in full with any requirements imposed by
ISRA.
21.10 Definitions.
(a) “HAZARDOUS
SUBSTANCES” means (1) asbestos and any asbestos containing material and any
substance that is then defined or listed in, or otherwise classified pursuant
to, any ENVIRONMENTAL LAWS or any applicable laws or regulations as a “hazardous
substance”, “hazardous material”, “hazardous waste”, “infectious waste”, “toxic
substance”, “toxic pollutant” or any other formulation in such ENVIRONMENTAL
LAWS intended to define, list or classify substances by reason of deleterious
properties such as ignitability, corrosivity, reactivity, carcinogenicity,
toxicity, reproductive toxicity or Toxicity Characteristic Leaching Procedure
(TCLP) toxicity, (2) any petroleum and drilling fluids, produced waters,
and
other wastes associated with the exploration, development or production
of crude
oil, natural gas, or geothermal resources and (3) petroleum products and
by
products, polychlorinated biphenyl, urea formaldehyde, radon gas, radioactive
material (including any source, special nuclear, or by-product material),
and
medical waste.
25
(b) “ENVIRONMENTAL
LAWS” collectively means and includes all present and future federal, state and
local laws, regulations, orders and official decisions and any amendments
thereto (whether common law, statute, rule, order, regulation or otherwise),
permits, and other requirements or guidelines (having the force and effect
of
law) of governmental authorities applicable to the LEASED PREMISES and relating
to the environment and environmental conditions or to any HAZARDOUS SUBSTANCE
or
HAZARDOUS SUBSTANCE activity and any law requiring the filing of reports
and
notices relating to hazardous substances, environmental laws administered
by the
Environmental Protection Agency, NJDEP or any local governmental
authority.
(c) “ISRA”
means the New Jersey Industrial Site Recovery Act (N.J.S.A.
13:1k-5,
et seq.).
(d) “NJDEP”
means the New Jersey Department of Environmental Protection or its successor
authority of agency.
21.11
Disposal
and Removal of Solid Wastes.
26
(a) TENANT
shall, at its sole cost, contract with a reputable, private refuse removal
company approved by LANDLORD in writing in advance for the removal and disposal
of any solid waste (other than solid wastes lawfully discharged through the
Municipality’s sewer system or conventional waste haulers) generated or
introduced by TENANT from the LEASED PREMISES, in accordance with all
Environmental Laws. LANDLORD’s approval shall not be unreasonably withheld or
delayed.
(b)
TENANT
shall not dispose of any HAZARDOUS SUBSTANCES or radioactive materials through
the sewer system or the dumpster provided by LANDLORD.
(c)
TENANT
shall store and dispose of all biological waste in accordance with ENVIRONMENTAL
LAWS.
21.12
Remedies.
The
parties recognize that no adequate remedy at law may exist for a breach of
this
Section
21.
Accordingly, either party may obtain specific performance of any provisions
of
this Section
21.
This
Section
21
shall
not be construed to limit any remedies which either party may have against
the
other at law or in equity for a breach of this Section
21.
It is
agreed that a number of immaterial breaches of this Section
21
occurring over time and with some regularity may, cumulatively, reasonably
be
deemed to constitute a material breach. LANDLORD shall inform TENANT in writing
if LANDLORD believes that a number of immaterial breaches have occurred which
could in the foreseeable future amount to a material breach.
21.13.
The provisions of this Section
21
shall
survive the end of the TERM and the termination of this LEASE. No subsequent
modification or termination of this LEASE by agreement of the parties or
otherwise, shall be construed to waive or to modify any provisions of this
Section
21
unless
the termination or modification agreement or other document expressly so
states
in writing.
27
21.14.
During the LEASE, LANDLORD or its agent shall be permitted to enter the LEASED
PREMISES during reasonable business hours for the purpose of performing an
environmental audit. LANDLORD shall use reasonable efforts to minimize
LANDLORD’s interference with TENANT’s operations during such environmental
audits.
22. HOLDING
OVER
Should
TENANT remain in possession of the LEASED PREMISES, or part thereof, after
the
expiration of the LEASE TERM without the execution of a new lease by LANDLORD
and TENANT, or the exercise of a renewal option by TENANT, TENANT shall become
a
tenant from month-to-month of the LEASED PREMISES, or part thereof, under
all
the terms, conditions, provisions and obligations of this LEASE but with
a RENT
equal to Two hundred percent (200%) of the RENT existing immediately prior
to
the holdover and such month-to-month tenancy may be terminated by either
LANDLORD or TENANT as of the end of any calendar month upon thirty (30) days
prior written notice.
23. NO
CONSEQUENTIAL DAMAGE
In
no
event shall LANDLORD be liable to TENANT for any incidental, indirect, special
or consequential damages, whether based upon contract, negligence, tort or
other
theory of law.
24. SIGNAGE
LANDLORD
shall identify Rosetta Genomics, Inc. as a TENANT on appropriate internal
signs
now existing or contemplated for the CENTRE such that each is able to receive
mail and package delivery at the CENTRE.
28
25. FORCE
MAJEURE
Any
delays or failure by either party in its performance hereunder (excepting
however, with respect to the obligation to pay money hereunder) shall be
excused
if, and to the extent caused by decrees, or restraint of Government, Acts
of
God, strikes, labor “holidays” or coercive action of workmen, fire, flood,
windstorm, explosion, riots, war, sabotage, freight embargoes, or any other
causes beyond the reasonable control of the affected party (each, a “FORCE
MAJEURE”), provided that the affected party has provided reasonable notice to
the other party and makes reasonable efforts to overcome the FORCE MAJEURE.
26. REAL
ESTATE BROKERS
Tenant
acknowledges that they have not been represented by a real estate
broker.
27. RIGHT
OF ENTRY
LANDLORD
shall have the right to enter the LEASED PREMISES, upon reasonable prior
notice,
to show the LEASED PREMISES to existing or prospective lenders, prospective
tenants or prospective purchasers.
28. STATUTORY
AUTHORITY
This
LEASE is entered into pursuant to the provisions of the New Jersey Economic
Development Authority Act, N.J.S.A. 34:1 B I et
seq.
29. LIABILITY
OF THE STATE OF NEW JERSEY
29
This
LEASE is not an obligation of the State of New Jersey or any political
subdivision thereof nor shall the State or any political subdivision thereof
be
liable for any of the obligations under this LEASE. Nothing contained in this
LEASE shall be deemed to pledge the general credit or taxing power of the state
or any political subdivision thereof.
30. ACCESS
TENANT,
its employees, agents, and invitees shall have access to the LEASED PREMISES
twenty-four (24) hours per day, seven (7) days per week. Pursuant to Section
6.3
(b) access to the LEASED PREMISES other than during the normal hours of 7 AM
to
7 PM Monday through Friday may result in addition charges to
TENANT.
31. SUBLEASING
AND ASSIGNMENT
(a) TENANT
shall not assign this LEASE or sublet the whole or any part of the LEASED
PREMISES without the prior written consent, which consent may be withheld at
the
sole discretion of the LANDLORD,.
(b) Any
assignment of this LEASE or any sublease of the LEASED PREMISES shall not
relieve TENANT of any of its obligations under this LEASE.
32. QUIET
ENJOYMENT, SUBORDINATION, ESTOPPEL
32.1 LANDLORD
covenants that as long as there is no EVENT OF DEFAULT hereunder, TENANT shall
peaceably and quietly have hold and enjoy the LEASED PREMISES for the TERM
of
this LEASE.
32.2 In
the
event that LANDLORD seeks to mortgage its interest in the COMMERCIALIZATION
CENTER, TENANT shall subordinate its interest under this LEASE in accordance
with the terms and conditions of a commercially reasonable subordination,
non-disturbance and attornment agreement by entering into such agreement with
such mortgagee promptly upon receipt of written request therefor by
LANDLORD.
30
32.3
TENANT
shall, from time to time, within ten (10) business days after receiving written
request by LANDLORD, execute and deliver to the other party a written statement
certifying:
(a) the
accuracy of the LEASE,
(b) the
COMMENCEMENT DATE and TERMINATION DATE of the LEASE,
(c) that
the
LEASE is unmodified and in full force and effect or in full force and effect
as
modified, stating the date and nature of the modification,
(d) whether,
to TENANT’s knowledge, TENANT is in default or has any claims or demands against
LANDLORD and, if so, specifying the default, claim or demand, and
(e) to
other
correct and reasonably ascertainable facts that are covered by the LEASE
terms.
33. NOTICES
Unless
a
LEASE provision expressly authorizes verbal notice, all notices under this
LEASE
shall be in writing and sent by registered or certified mail, postage prepaid,
as follows:
31
To
TENANT:
|
Rosetta
Genomics, Inc.
Xxxx
Xxxxxx
00
Xxxxxxxx Xxxxxx
Xxxxxxx,
XX 00000
|
To
LANDLORD:
|
Director
of Real Estate Development
New
Jersey Economic Development Authority
XX
Xxx 000
Xxxxxxx,
XX 00000-0000
|
with
a
copy addressed and sent to:
New
Jersey Division of Law,
Treasury
Section
Xxxxxx
Justice Complex
XX
Xxx 000
Xxxxxxx,
XX 00000
Attn:
Xxxxxx Xxxxxxxxx, DAG
|
Either
party may change these persons or addresses by giving notice as provided above.
TENANT shall also give required notices to LANDLORD’S mortgagee after receiving
notice from LANDLORD of the mortgagee’s name and address. Notice shall be
considered given and received on the latest original delivery or attempted
delivery date as indicated on the postage receipt(s) of all persons and
addresses to which notice is to be given.
32
34. PARTIAL
INVALIDITY
If
any
LEASE provision is invalid or unenforceable to any extent, then that provision
and the remainder of this LEASE shall continue in effect and be enforceable
to
the fullest extent permitted by law.
35. BINDING
ON SUCCESSORS
This
LEASE shall bind the parties’ heirs, successors, and permitted
assigns.
36. GOVERNING
LAW
This
LEASE shall be governed by the laws of the State of New Jersey.
37. DAYS
Unless
expressly stated to the contrary, all references to “days” herein shall mean
consecutive calendar days.
38. ENTIRE
AGREEMENT
This
LEASE contains the entire agreement between the parties about the LEASED
PREMISES. Except for the RULES, for which Section
12
controls, this LEASE shall be modified only by a writing signed by both
parties.
39. TENANT
REPRESENTATION
33
TENANT
is
not (1) a party in interest, as defined in Section 3(14) of the Employee
Retirement Income Security Act of 1974, as amended, to the AFL-CIO Building
Investment Trust (“BIT”), or any of the plans participating therein, a list of
which is attached hereto as Exhibit
H,
or (2)
a disqualified person under Section 4975(e)(2) of the Internal Revenue Code
of
1986, as amended, with respect to BIT, or any of the plans participating
therein.
40. SECURITY
DEPOSIT
40.1 Within
five (5) business days following TENANT's execution of this Lease, the TENANT
shall deposit with LANDLORD a security deposit in the amount of $5,000.00
(“SECURITY DEPOSIT”) in cash funds (paid by either certified funds, cashiers
check or wire transfer). If an EVENT OF DEFAULT by TENANT exists under this
LEASE at any time, LANDLORD may use, apply or retain the whole or any part
of
the SECURITY DEPOSIT to the extent necessary to cure said EVENT OF DEFAULT.
It
is understood that the deposit is not to be considered as the last rental
payment due under this LEASE. If at any time during the term of this LEASE,
LANDLORD applies all or a portion of this SECURITY DEPOSIT to cure TENANT's
EVENT OF DEFAULT, TENANT shall repay to LANDLORD within ten (10) business days
after demand by LANDLORD any amount necessary to restore the SECURITY DEPOSIT
to
the full sum set forth above.
41. POLITICAL
CAMPAIGN CONTRIBUTIONS
41.1 For
the
purpose of this Article
41,
the
following shall be defined as follows:
a)
Contribution B
means a
contribution reportable as a recipient under AThe
New
Jersey Campaign Contributions and Expenditures Reporting Act.@
P.L.
1973, c. 83 (C.10:44A-1 et seq.), and implementing regulations set forth at
N.J.A.C. 19:25-7 and N.J.A.C. 19:25-10.1 et seq. Currently, contributions in
excess of $400 during a reporting period are deemed Areportable@
under
these laws. As of January 1, 2005, that threshold will be reduced to
contributions in excess of $300.
34
b)
Business Entity B
means
any natural or legal person, business corporation, professional services
corporation, limited liability company, partnership, limited partnership,
business trust, association or any other legal commercial entity organized
under
the laws of New Jersey or any other state or foreign jurisdiction. It also
includes (i) all principals who own or control more than 10 percent of the
profits or assets of a business entity or 10 percent of the stock in the case
of
a business entity that is a corporation for profit, as appropriate; (ii) any
subsidiaries directly or indirectly controlled by the business entity; (iii)
any
political organization organized under 26 U.S.C.A. 527 that is directly or
indirectly controlled by the business entity, other than a candidate committee,
election fund, or political party committee; and (iv) if a business entity
is a
natural person, that person=s
spouse
or child, residing in the same household.
c) EO
134 –
means Executive Order 134, signed by former New Jersey Governor Xxxxx X.
XxXxxxxxx on September 22, 2004.
41.2 The
terms, restrictions, requirements and prohibitions set forth in EO 134 are
incorporated into this LEASE by reference as material terms of this LEASE with
the same force and effect as if EO 134 were stated herein its entirety.
Compliance with EO 134 by TENANT shall be a material term of this
LEASE.
41.3 In
addition to any other Event of Default specified in this LEASE, LANDLORD shall
have the right, but not the obligation, to declare an event of default under
this LEASE if: (i) TENANT makes or solicits a Contribution in violation of
EO
134, (ii) TENANT knowingly conceals or misrepresents a Contribution given or
received; (iii) TENANT makes or solicits Contributions through intermediaries
for the purpose of concealing or misrepresenting the source of the Contribution;
(iv) TENANT makes or solicits any Contribution on the condition or with the
agreement that it will be contributed to a campaign committee or any candidate
or holder of the public office of Governor, or to any State or county party
committee; (v) TENANT engages or employs a lobbyist or consultant with the
intent or understanding that such lobbyist or consultant would make or solicit
any Contribution, which if made or solicited by LANDLORD or any LANDLORD member
that constitutes a Business Entity itself, would violate the restrictions of
EO
134; (vi) TENANT funds Contributions made by third parties, including
consultants, attorneys, family members, and employees; (vii) TENANT engages
in
any exchange of Contributions to circumvent the intent of EO 134; (viii) TENANT
directly or indirectly through or by any other person or means, does any act
which would violate the restrictions of EO 134; or (ix) any material
misrepresentation exists in any Executive Order Certification and Disclosure
which was delivered by TENANT to LANDLORD in connection with this
LEASE.
35
41.4 TENANT
hereby acknowledges and agrees that pursuant to EO 134, TENANT shall have a
continuing obligation to report to the Office of the State Treasurer, EO 134
Review Unit of any Contributions it makes during the TERM of this LEASE. If
after the COMMENCEMENT DATE, any Contribution is made by TENANT and the
Treasurer of the State of New Jersey determines such Contribution to be a
conflict of interest in violation of EO 134, LANDLORD shall have the right,
but
not the obligation, to declare this LEASE to be in default.
36
42. BUSINESS
EMPLOYMENT INCENTIVE PROGRAM (BEIP) CONTINGENCY
TENANT
has the option to cancel this LEASE if it does not receive approval of its
BEIP
application by the NJEDA Board at its next regularly scheduled
meeting.
IN
WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto
have caused this LEASE to be executed by their duly authorized representatives
as of the day and year first above written.
NEW
JERSEY ECONOMIC DEVELOPMENT AUTHORITY,
LANDLORD
|
||
WITNESS
|
SIGNATURE
NAME:
TITLE:
Rosetta
Genomics, Inc. TENANT
|
WITNESS
|
SIGNATURE
NAME:
TITLE:
|
37
EXHIBIT
A
LEASED
PREMISES
38
EXHIBIT
B
Milestone Rent
Milestone
Events
Graduation
from Commercialization Center*
|
Milestone
Rent
|
|
Percentage
|
||
Move
to a Targeted NJ Municipality
|
0%
|
|
Move
to a Non-Targeted NJ Municipality
|
50%
|
Move
Out of State
|
||
100%
|
||
Capital
raising
|
Milestone
Rent
|
|
Percentage
|
39
Venture
Capital or Private equity raise greater than $1 MM but less than
$5
million:
|
25
|
%
|
||
Venture
Capital or Private equity raise of $5.0 million or more:
|
50
|
%
|
||
Public
offering
|
100
|
%
|
Tenant’s
obligation to pay Milestone Rent shall accrue on the earlier occurrence of
the
two identified Milestone events. Milestone Rent is a one-time obligation of
TENANT, such that, once TENANT reaches its first Milestone and TENANT pays
to
LANDLORD the appropriate Milestone Rent, TENANT has no further Milestone Rent
obligations even on the occurrence of other Milestone Events. Upon LANDLORD’s
receipt of TENANT’s Milestone Rent, LANDLORD will confirm to TENANT in writing
that no further Milestone Rent has to be paid by TENANT. The Milestone Rent
obligation shall survive for twenty-four months following the Termination
Date.
Milestone
Rent Calculation
The
basis
for calculating the Milestone Rent will be $10,000 per unit for each year of
the
lease, including any extensions, renewals or taking of additional space. The
Milestone Rent will be prorated based on months actual occupied in cases of
this
LEASE being terminated at or before the time of making the Milestone Rent
payment.
*
Graduation from the Commercialization Center is defined as a relocation from
the
Commercialization Center in to another facility which is at least twice a large
as TENANT’s LEASED PREMISES.
40
EXHIBIT
C
OMITTED
41
EXHIBIT
D
PARKING
AREA
42
EXHIBIT
E
NONE
43
EXHIBIT
F
Commercialization
Center- Tenant Questionnaire
The
following questionnaire was developed as a tool for the New Jersey Economic
Development Authority (NJEDA) and the applicant. The answers to the questions
that follow will assist NJEDA to better understand the work that your company
is
planning to perform at the Commercialization Center. The NJEDA understands
that
some questions will not be possible to answer in appropriate detail at an early
stage in a company’s development. The information provided in each section
should in turn help the applicant understand the NJEDA’s requirements for
tenancy in the Commercialization Center.
Please
answer each question with as much detail as possible. If additional space is
required or if a more thorough explanation of your company’s operations is
appropriate, please attach additional pages as necessary.
1.
Flammable, Combustible and Reactive Materials Usage
Flammable
and combustible liquids are classified according to their flash points. A Class
I liquid is defined in NFPA-30 as any liquid with a flash point below 37.8°C
(100°F)
and a vapor pressure not exceeding 40 psi. Combustible liquids are defined
as:
44
Class
II having flash points at or above 37.8°C
(100°F),
and below 60°C
(140°F).
|
|
Class
IIIA having flash points at or above 60°C
(140°F)
and below 93°C
(200°F).
|
Please
list the maximum anticipated quantities of Class I liquids that will be stored
and used in your laboratory at any one time. (The maximum permissible amounts
of
chemical materials per laboratory are provided as Attachment 1.) Include volumes
of flammable liquefied compressed gases:
Class
I liquids in use or not in approved safety cans or storage
cabinets:
|
_________
gal.
|
|
Class
I liquids stored in approved safety cans or storage
cabinets:
|
_________
gal.
|
Please
list the maximum anticipated quantities of Class II and IIIA liquids that will
be stored and used in your laboratory at any one time:
45
Class
I liquids in use or not in approved safety cans or storage
cabinets:
|
_________
gal.
|
|
Class
I liquids stored in approved safety cans or storage
cabinets:
|
_________
gal.
|
Do
you
anticipate using reactive materials (water reactive,
pyrophoric,
gas generating or explosive) in your laboratory? YesGNo
G
If
yes,
please list the materials anticipated to be used and their
quantities:
2.
High Toxicity Chemical Use
Highly
toxic chemicals are defined as having an LD50 of less than 50 mg/kg. Do you
anticipate using any highly toxic chemicals in your laboratory? Examples
include
sodium cyanide, potassium cyanide and sodium azide. YesG
46
If
yes,
please list the materials that you plan to use and the quantities that you
will
have on hand:
3.
Compressed Gas and Cryogenics Use and Storage
Please
identify the types and quantities of compressed gases that you plan to use
in
your laboratory, including compressed liquefied gases. Use the table below
to
identify gas cylinder type and size code:
47
Cyl.
Size
Code1
|
Dimensions,
Dia.
x Length, in.
|
Internal
Volume
Liters
Cu. In.
|
Service
Pressure
PSIG
|
|
5
|
12x49
(acetylene)
|
71.75
|
4375
|
250
|
4
|
8x41
(acetylene)
|
24.9
|
1516
|
250
|
3
|
7x31
(acetylene)
|
13.4
|
819
|
250
|
425
|
14.5x49
(LPG)
|
110.2
|
6616
|
240
|
410
|
12.2x42.6
(LPG)
|
65.9
|
3958
|
240
|
405
|
12x24
|
33
|
1983
|
240
|
200
|
9x56
|
43.5
|
2640
|
2015-2265
|
80
|
7x32
|
16
|
960
|
2015
|
30
|
6x24
|
8
|
490
|
2015
|
L.B.
|
2x13
|
0.44
|
27
|
1800
|
48
Compressed
Gas Type
|
Cylinder
Size
Code1
|
Number
of Cylinders
|
||
49
Will
this
laboratory be using pressure vessels or pressurized
research or process equipment?YesGNoG
List
below the type and quantity (liters) of cryogenic gases that will be used and/or
stored in the laboratory at any one time:
Cryogenic
Gas Type
|
Amount,
Liters
|
|
50
54Hazardous,
Flammable and Aqueous Waste Handling
The
NJEDA
requires that only wash and rinse water be discharged to sink drains at the
Commercialization Center. All liquid wastes, including water miscible solvents
(alcohols, acetone, etc.), a licensed Waste Broker must collect halogenated
solvents and petroleum hydrocarbons in suitable waste containers for disposal.
Solid chemical wastes must not be disposed of in refuse containers but also
must
be collected and disposed of by a licensed Waste Broker.
The
common categories of liquid wastes are:
Low
Flash: Alcohols, ketones and other water-miscible solvents, petroleum
hydrocarbons and any other liquids that have flash points at or below 140°F.
51
High
Flash:Solvents, oils and other liquids that have flash points above 140°F.
Halogenated:Solvents
containing one or more halogen (fluorine, chlorine, bromine and iodine). These
solvents are usually non-flammable.
Aqueous:Water
containing dissolved metals or other chemicals or having a pH less than 2 or
greater than 12.5.
Please
list the greatest quantities of liquid flammable, hazardous and aqueous wastes
that are anticipated to be generated by your laboratory over a one-month
period:
Waste
Category
(see
above)
|
Amount
(gallons)
|
|
52
Please
note below the types and amounts (kg) of hazardous solid wastes that are
anticipated to be discarded by your laboratory during the first year of
operation:
53
Note:
The NJEDA recommends that when ordering chemicals and solvents, careful
consideration should be given to your actual immediate needs. Stockpiling
unwanted chemicals wastes space, creates a safety hazard and increases disposal
costs.
55Personal
Protective Equipment (PPE) Needs
Each
company will provide PPE for its staff, including safety glasses, goggles,
xxxxxxx, lab coats and gloves. Please note below any additional or specialized
PPE that may be required for work in your laboratory:
54
56Laboratory
Safety Equipment
Only
standard laboratory safety equipment, such as fire extinguishers, safety
showers, and eyewash stations will be provided by the NJEDA. Please list below
any additional safety equipment that you anticipate will be required for your
laboratory operations. Such equipment may include specialized fire
extinguishers, gas monitors, shielding, specialized fume hoods,
etc.
57Laboratory
Environmental Needs
The
air
handling system at the Commercialization Center will be balanced so that all
laboratory spaces will have a slightly negative pressure with respect to
hallways and other non-laboratory spaces. Please check the appropriate boxes
below for each of the following special lab environment needs.
55
If
yes to
any of the above, please specify requirements:
58Radioactive
Materials Use
56
If
no,
please skip to Section 9.
If
yes,
please provide the following information:
Radioactive
Material
|
Activity
Level, mCi
|
Half-Life
|
||
57
If
yes,
please attach a copy to this document.
59Human
Biosafety Concerns
Does
your
laboratory anticipate using materials that present a bloodborne
pathogen concern or a biosafety concern?YesGNoG
If
yes,
please list below any specialized equipment that your laboratory will require,
such as sterilizers, biological safety cabinets, biohazard waste handling,
etc.
None neededG
58
510Training
Requirements
Do
you
anticipate the need for any of the following training programs that would NOT
be
provided by your company staff? Please check all that apply.OSHA laboratory
standard training (29 CFR 1910.1450)GEmergency
action plan/fire plan training (29 CFR 1910.38)GRespirator
training and fit testingGFire
extinguisher trainingGBloodborne
pathogens trainingGToxic
materials handlingGCompressed
gas handlingGOther,
specify:_______________________________GWill
you
require any of the following specialized staff services and do you anticipate
that employees of your company will provide these services? Please check all
that apply.Chemical Hygiene OfficerNeedGEmployeeGRadiological
Safety OfficerNeedGEmployeeGBiosafety
OfficerNeedGEmployeeG
511Company
Smoking Policy
59
If
yes,
please attach a copy to this document.
I
certify
that to the best of my knowledge, the information provided in this document
is
truthful and complete and that I have not omitted any fact that may adversely
impact the operations, safety or maintenance of the Commercialization- Tech
Center 3.
Signed:
_____________________________________________
Company
OfficerDate
______________________________
Title
60
EXHIBIT
G
RULES
AND
REGULATIONS
1.
The
entrances, sidewalks, halls, passages, concourses, plaza, elevators, lobbies,
stairways, and driveways shall not be obstructed by Tenant or used for any
purpose other than for ingress to and egress from the Leased Premises or the
Centre. The halls, passages, entrances, elevators, stairways, balconies and
roof
are not for the use of the general public, and Landlord shall in all cases
retain the right to control and prevent access thereto of all persons whose
presence in the judgment of Landlord shall be prejudicial to the safety,
character, reputation, or interest of the Centre or its tenants, provided that
nothing herein contained shall be construed to prevent such access to persons
with whom Tenant normally deals in the ordinary course of its business unless
such persons are engaged in illegal activities.
2.
Tenant, its employees, contractors, agents, servants, visitors, and licensees
shall not go upon the roof or into mechanical rooms of the Building without
the
written consent of Landlord.
61
3.
The
exterior windows and doors that reflect or admit light or air into the Leased
Premises or the halls, passageways or other public places in the Centre, shall
not be covered or obstructed by Tenant. No showcase or other articles shall
be
put in front or affixed to any part of the exterior of the Building nor placed
in the halls, corridors or vestibules, nor shall any article obstruct any
air-conditioning supply or exhaust.
4.
No
awnings, air conditioning units, fans, aerials, antennas, or other projections
or similar devices shall be attached to the Building, regardless of whether
inside the Building or on its facade or its roof, without the prior written
consent of Landlord, not to be unreasonably withheld. No curtains, blinds,
shades or screens shall be attached to or hung in, or used in connection with,
any window, transom or door of the Leased Premises or the Building without
the
prior written consent of Landlord, not to be unreasonably withheld. All
curtains, blinds, shades, screens, and other fixtures must be of a quality,
type, design and color, and attached in the manner approved by Landlord, not
to
be unreasonably withheld. All electrical fixtures shall be fluorescent, of
a
quality, type, design, and color approved by Landlord, not to be unreasonably
withheld unless the prior consent of Landlord has been obtained for any other
lighting or xxxxxxx.
5.
No
Tenant or employees, contractors, agents, servants, visitors, or licensees
of
Tenant shall sweep or throw or permit to be placed, left or discarded from
the
Leased Premises any rubbish, paper, articles, objects or other substances into
any of the corridors or halls, elevators, or out of the doors or stairways
of
the Building.
62
6.
Tenant
shall at all times keep the Leased Premises neat and orderly.
7.
Any
Tenant deciding to move any equipment or office furniture into, out of, or
within the Building must notify Landlord at least one (1) day in advance of
intended move. Such notification shall include: (i) the date of the move, and
(ii) the time of move (which shall not be during normal working hours without
Landlord's consent, not to be unreasonably withheld).
8.
Tenant
shall not alter any lock or install a new or additional lock or any bolt or
other security device on any door of the Leased Premises without prior written
consent of Landlord, not to be unreasonably withheld. If Landlord shall give
its
consent, Tenant shall in each case furnish Landlord with two keys for each
such
lock and security device.
9.
No
signs, advertisement, notice or other lettering shall be exhibited, inscribed,
painted or affixed by any Tenant on any part of the outside of the Leased
Premises or Centre, or on the inside of the Leased Premises without the prior
written consent of Landlord, not to be unreasonably withheld. In the event
of
violation of the foregoing by Tenant, Landlord may remove same without any
liability, and may charge the reasonable expense incurred by such removal to
the
tenant or tenants violating this rule. Interior signs on door and directory
tablet shall be inscribed, painted or affixed for each tenant by Landlord at
the
reasonable expense of such tenant, and shall be of a size, color and style
reasonably acceptable to Landlord.
63
10.
Landlord shall have the right to prohibit any advertising by Tenant which,
in
Landlord's reasonable opinion, tends to impair the reputation of the Centre
or
its desirability as a research park, and upon written notice from Landlord,
Tenant shall refrain from or discontinue such advertising. In no event shall
Tenant, without the prior written consent of Landlord, not to be unreasonably
withheld, use the name of the Centre or use pictures or illustrations of the
Centre in any advertising other than in indicating Tenant's
address.
11.
Dock
facilities are to be used only for loading and unloading procedures. No Centre
parking or storage privileges are extended in docking facilities.
12.
Intentionally Omitted.
13.
No
dumpsters are to be placed at the loading dock without prior notification and
approval by Landlord, not to be unreasonably withheld.
64
14.
If
Tenant desires telecommunications signaling, telephonic, protective alarm,
connections, or other such wires, apparatus, or devices, Landlord will
reasonably direct electricians as to where and how the wires are to be
introduced. No boring or cutting for wires or otherwise shall be made without
reasonable directions and approval from Landlord, not to be unreasonably
withheld. All wires must be clearly tagged at the distributing boards and
junction boxes, and elsewhere as reasonably required by Landlord, with the
number of the office to which said wires lead, the purpose of the wires, and
the
name of the concern, if any, operating or servicing the same.
15.
The
electrical, mechanical, and telephone closets, water and wash closets, drinking
fountains and other plumbing, electrical and mechanical fixtures shall not
be
used for any purposes other than those for which they were constructed, and
no
sweepings, rubbish, rags, coffee grounds, acids or other substances shall be
deposited therein, except that, with respect to Tenant’s engaged in research,
laboratory use of acids shall be permitted subject to the applicable sections
of
the Lease relating to the use of Hazardous Substances. No access to the
electrical, mechanical and telephone closets will be permitted without the
prior
consent of Landlord, not to be unreasonably withheld. All damages resulting
from
any misuse of the fixtures shall be borne by the Tenant who, or whose servants,
employees, agents, visitors or licensees, shall have caused the same. No person
shall waste water by interfering or tampering with the faucets or
otherwise.
65
16.
Tenant shall not create, execute, or deliver any financing or security agreement
of any kind that may be considered or give rise to any lien upon the Leased
Premises, or the Centre.
17.
Except as otherwise permitted by this Lease, Tenant, any of Tenant's servants,
employees, contractors, agents, visitors, or licensees, shall not at any time
use, bring or keep upon the Leased Premises, or the Centre any flammable,
combustible, caustic, poisonous or explosive fluid, chemical or substance,
or
any chemical except such as are components of commercial products not regulated
by law in their use or disposal and except such as are normally used (a) by
occupants of office buildings for ordinary cleaning and office related supplies
in reasonable quantities or (b) in laboratories as permitted by
law.
18.
No
portion of the Leased Premises, or Centre shall be used or occupied at any
time
for the sale of merchandise, goods or property of any kind at auction or
otherwise except as in connection with Tenants business, or as sleeping or
lodging quarters.
19.
In
the design, layout, construction, renovation, and/or installation of Tenant's
demising walls, partitions, furniture, fixtures, equipment, and all other
improvements and betterments of or in the Leased Premises, the specified live
load per square foot (100 p.s.f.) shall not be exceeded at any
time.
66
20.
Tenant shall not engage or pay any employees on the Leased Premises, except
those actually working for such Tenant.
21.
No
bicycles, vehicles, animals, or birds of any kind (other than a seeing-eye
dog
for a blind person) shall be brought into or kept by Tenant in the Leased
Premises or the Centre except that (a) bicycles and vehicles may be brought
in
the Centre, and (b) in the case of laboratories animals and birds permitted
by
law in the performance of experiments may be kept, provided that (i) the Tenant
complies with all applicable laws and Lease provisions relating to the keeping
of such animals or birds and (ii) they are kept in a manner that they do not
create a nuisance for other tenants in the Building or the Centre.
22.
Tenant shall not do or commit, or suffer to be done or committed, any act or
thing whereby, or in consequence whereof, the rights of other tenants will
be
unreasonably obstructed or interfered with, or other tenants will in any other
way be unreasonably injured or annoyed, or whereby the Building will be damaged,
nor shall Tenant cause or suffer to be caused any noise, vibrations, obnoxious
odors, or electronic interference which unreasonably disturbs other tenants,
the
operation of their equipment or the operation of any equipment in the Building
(including, without limitation, radio, television reception). Except as
otherwise permitted by the Lease, Tenant shall not suffer nor permit the
Premises or any part thereof to be used in any manner or anything to be done
therein nor suffer nor permit anything to be brought into or kept in the Leased
Premises which, in the reasonable judgment of Landlord, shall in any way
materially impair or tend to materially impair the character, reputation, or
appearance of the Centre.
67
23.
Tenant shall not serve, nor permit the serving of alcoholic beverages in the
Leased Premises unless Tenant shall have procured Host Liquor Liability
Insurance, issued by companies and in amounts reasonably satisfactory to
Landlord, naming Landlord as an additional party insured.
24.
Except as otherwise explicitly permitted in this Lease and except for the use
of
a microwave oven and vending machines or service of soda & snacks, Tenant
shall not allow any cooking, the operation or conduct of any restaurant,
luncheonette or cafeteria for the sale or service of food or beverages to its
employees or to others, install or permit the installation or use of any food,
beverage, cigarette, cigar or stamp dispensing machine.
68
25.
Any
person in the Centre may be subject to identification by employees and agents
of
Landlord. Landlord may institute, as it deems necessary for the safety of Tenant
and other tenants, security policies with which all persons in or entering
the
Centre would be required to comply with. Tenant shall exercise reasonable
precautions to protect property from theft, loss or damage. Landlord shall
not
be responsible for the theft, loss or damage of any property, except if due
to
Landlords negligence.
26.
Intentionally Omitted
27.
Landlord shall, in no case, be responsible for the admission or exclusion of
any
person to or from the Building for access or for invasion, hostile attack,
insurrection, mob violence, riot, public excitement or other
commotion.
28.
Tenant shall as soon as reasonably possible notify Landlord of any injury to
a
person or damage to property regardless of cause within the Leased Premises
and
all public areas within the Building of which Tenant has
knowledge.
69
29.
Canvassing, soliciting, and peddling in the Centre is prohibited and Tenant
shall cooperate in preventing the same, and report all such activity to
Landlord.
30.
Tenant, upon the termination of the tenancy, shall deliver to Landlord all
of
the keys, combinations to all locks, of offices, rooms and toilet rooms which
shall have been furnished Tenant or which Tenant shall have made, and in the
event of loss of any keys so furnished, Tenant shall pay Landlord the reasonable
cost therefor.
31.
These
Rules and Regulations shall be read in conjunction with the Lease and the
Exhibits thereto. To the extent these Rules and Regulations are inconsistent
with the remainder of the Lease and Exhibits, the Lease and other Exhibits
shall
control.
32.
Landlord may, by not less than 20 days prior written notice to Tenant,
promulgate additional rules and regulations, and/or modifications of the rules
and regulations which are, in Landlord's reasonable judgment, desirable for
the
general safety, comfort and convenience of occupants and tenants in the Centre,
provided such rules and regulations do not discriminate against Tenant. All
such
rules and regulations shall be deemed a part of this Lease, with the same effect
as though written herein.
70
33.
No
smoking shall be permitted in the Building.
71
EXHIBIT
H
72