EXHIBIT 10.22
LEASE AGREEMENT
BY AND BETWEEN:
Cedar Xxxxx XX Corporate Center, L.P.
"Landlord"
- and -
Amicus Therapeutics, Inc.
"Tenant"
PREMISES: 0 Xxxxx Xxxxx Xxxxx
Xxxxxxxx, XX 00000
DATED: July 31, 2006
TABLE OF CONTENTS
1. ......................................................LEASED PREMISES 1
2. ........................................................TERM OF LEASE 4
3. ..................................................TENANT IMPROVEMENTS 4
4. .................................................................RENT 4
5. .....................................PARKING AND USE OF EXTERIOR AREA 6
6. ..................................................................USE 7
7. .............................................REPAIRS AND MAINTENANCE 7
8. ............................COMMON AREA EXPENSES TAXES AND INSURANCE 8
9. ................................................................SIGNS 12
10. ...........................................ASSIGNMENT AND SUBLETTING 12
11. ...................................................FIRE AND CASUALTY 14
12. ..........................COMPLIANCE WITH LAWS RULES AND REGULATIONS 16
13. ..............................................INSPECTION BY LANDLORD 18
14. ...................................................DEFAULT BY TENANT 19
15. ..................................LIABILITY OF TENANT FOR DEFICIENCY 21
16. .............................................................NOTICES 22
17. ..............................................NON-WAIVER BY LANDLORD 22
18. ................RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS 22
19. ...........................................NON-LIABILITY OF LANDLORD 23
20. .............................................RESERVATION OF EASEMENT 23
21. .............................................STATEMENT OF ACCEPTANCE 24
22. .......................................................FORCE MAJEURE 24
23. ...................................STATEMENTS BY LANDLORD AND TENANT 24
24. ........................................................CONDEMNATION 25
25. .................................................LANDLORD'S REMEDIES 25
26. .....................................................QUIET ENJOYMENT 26
27. ...............................................SURRENDER OF PREMISES 26
28. ...........................................................INDEMNITY 27
29. ............................................BIND AND CONSTRUE CLAUSE 28
30. ..........................................................INCLUSIONS 28
31. .......................................DEFINITION OF TERM "LANDLORD" 28
32. .....................................COVENANTS OF FURTHER ASSURANCES 29
33. ..............................................COVENANT AGAINST LIENS 29
34. .......................................................SUBORDINATION 29
35. .............................................EXCULPATION OF LANDLORD 29
36. ............................................................NET RENT 30
37. ............................................................SECURITY 30
38. ...........................................................BROKERAGE 30
39. ........................................................LATE CHARGES 30
40. ......................................................PRESS RELEASES 31
41. ................................................WAIVER OF JURY TRIAL 31
42. ..................................................LAWS OF NEW JERSEY 31
43. .....................................................OFAC COMPLIANCE 31
AGREEMENT, made July 31, 2006, between Cedar Xxxxx XX Corporate
Center, L.P., 0000 Xxxxxxxx Xxxx., Xxxxxxxx, Xxx Xxxxxx 00000, "Landlord"; and
Amicus Therapeutics, Inc., 0 Xxxxx Xxxxx Xxxxx, Xxxxxxxx, XX 00000, "Tenant".
WITNESSETH:
WHEREAS, the Landlord intends to lease to the Tenant a portion of 0
Xxxxx Xxxxx Xxxxx, Xxxxxxxx, XX 00000 ("Building") constituting a portion of the
office/industrial park known as Cedar Brook Corporate Center ("Office Park");
and
WHEREAS, a portion of the Building is currently occupied by a tenant
(the "Subtenant") whose lease is expiring on December 31, 2006 ("Subleased
Space"); and
WHEREAS, the parties hereto wish to mutually define their rights,
duties and obligations in connection with the Lease;
NOW THEREFORE, in consideration of the promises set forth herein,
the Landlord leases unto the Tenant and the Tenant rents from the Landlord the
leased premises described in Paragraph 1, and the Landlord and Tenant do hereby
mutually covenant and agree as follows:
1. LEASED PREMISES
1.1 The initial space leased by Tenant shall consist of 7,873
rentable square feet of office and laboratory space ("Initial Space").
1.2 The Tenant shall also occupy the Subtenant's space, which
consists of 9,248 rentable square feet of office and laboratory space
("Subleased Space"), upon delivery of that space vacant and broom clean by
Landlord.
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
1
1.3 The Landlord and Tenant acknowledge that the Subtenant's lease
for the Subleased Space expires on December 31,2006, but the Landlord shall make
every effort to deliver the Subleased Space to the Tenant as soon as possible.
Upon Landlord's delivery of the Subleased Space to Tenant in accordance with the
terms of this subparagraph, the Initial Space and the Subleased Space shall be
referred to herein as the Leased Premises. Tenant shall agree to occupy the
Subleased Space provided Landlord delivers the Subleased Space to Tenant in
vacant and broom clean condition, with all utilities in working order. Landlord
shall notify Tenant, in writing, when the Subleased Space is available and
confirming the date of Tenant's possession of the Subleased Space ("Subleased
Space Commencement Date").
1.4 In the event that the Subleased Space Commencement Date has not
occurred on or before February 28,2007, the Tenant shall have the right to
terminate this Lease by providing Landlord with written notice of such
termination within 10 days, unless the parties mutually agree, in writing, to
extend said date. Should Tenant terminate the Lease under this provision, Tenant
shall be fully and forever released and discharged from any and all obligations,
covenants or liabilities of whatsoever kind or nature in law or equity or
otherwise arising out of or in connection with the Lease.
1.5 Until the Subleased Space Commencement Date all references in
this Lease to the Leased Premises shall only refer to the Initial Space.
1.6 From and after the Subleased Space Commencement Date, the Leased
Premises shall consist of 17,121 square feet as measured from outside of
exterior walls to center line of common walls (the "Common Measurement"), and
with all easements, tenements, appurtenances, hereditaments, rights and
privileges appurtenant thereto. Upon delivery of the Subleased Space to the
Tenant, Tenant shall have the right, at any time during the first 2 weeks after
delivery, to engage an independent architect or surveyor to measure the actual
floor area of the Leased Premises (the "Floor Area"). Tenant's architect
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
2
or surveyor shall determine the Common Measurement of the Floor Area, and if the
floor area of the Initial Space or Subleased Space is less or more than the
square foot measurement set forth herein by more than 3%, Tenant's Base Rent
shall be proportionately adjusted. In the event of any adjustment of Tenant's
Base Rent, such adjustment in Floor Area and new Base Rent amount shall be set
forth in a letter agreement within 10 days of the determination of the Floor
Area as provided herein.
1.7 The Initial Space and the Subleased Space are depicted on
Exhibit "A" attached hereto. Tenant acknowledges that there are no demising
walls between the Initial Space and the Subleased Space and that it shall share
bathrooms, lobby area and the cafeteria with the tenant occupying the Subleased
Space until such time as that tenant vacates. Tenant acknowledges that Landlord
has paid $15,000 to Subtenant, on behalf of Tenant, in order to secure the
Tenant's right to share such space ("Access Payment"), and Landlord has received
a representation from the Subtenant, attached hereto as Exhibit "X", that such
Access Payment guarantees that Tenant shall have the non-exclusive, absolute,
unobstructed right to enter into the Subleased Space in order to enter, use and
take full advantage of the bathrooms, lobby area and cafeteria at all times
during the Term of this Lease ("Access Right"). Tenant shall reimburse Landlord,
with interest, for such amount as set forth in paragraph 4.2(c). Tenant shall
have the option to install, at its own cost and subject to Landlord's reasonable
approval, temporary panels to provide Tenant with direct access to the
bathrooms, lobby area and cafeteria. Tenant shall provide Landlord with a
complete breakdown of such costs ("Temporary Access Costs") in the event
Landlord is required to refund such costs to Tenant as set forth in paragraph
4.3. Tenant shall also have the right to use all common areas of the Office Park
in a similar manner to other Office Park tenants.
2. TERM OF LEASE
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
3
The term of the Lease shall be 3 years, to commence on the
Commencement Date and to end on the day before the 3rd anniversary of the
Commencement Date. The Commencement Date is projected to be August 7, 2006.
3. TENANT IMPROVEMENTS
3.1 The Landlord constructed the Leased Premises for a prior tenant.
Tenant agrees to accept the Leased Premises in their "AS IS" condition, except
that Landlord will install VCT flooring, at its sole expense, in the unfinished
laboratory space depicted on Exhibit "A".
3.2 In the event Tenant desires, at any time during the Lease term,
to make any non-structural improvements or modifications to the Leased Premises
("Tenant Improvements") it shall obtain the consent of Landlord, which consent
shall not be unreasonably withheld, conditioned or delayed. Tenant shall be
responsible for the creation of all plans and specifications ("Plans") for the
Tenant Improvements. Landlord will perform all such work necessary to execute
the Plans. Landlord covenants to use its best efforts to complete the
construction of any Tenant Improvements in a timely and cost efficient manner,
and to provide Tenant with accurate estimates of both cost and time prior to the
commencement of the construction. Landlord's charge for the cost of constructing
Tenant Improvements shall be commercially reasonable. All costs of Tenant
Improvement shall be borne by Tenant, unless Landlord incurs additional costs
due to its acts, omissions or delays, provide such delays are not due to events
beyond Landlord's control, and such costs shall be paid within 30 days of
receipt of an invoice from Landlord. In no event shall Landlord utilize any
materials in Tenant Improvements that are, or may reasonably become, a
"hazardous substance", as hereinafter defined.
4. RENT
4.1 Tenant's base rent shall be $18.00 per square foot per year
("Base Rent"). The Base Rent shall be payable in advance in equal monthly
installments on the first day of each calendar
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
4
month. Within 30 days of occupancy of the Initial Space and the Subleased Space
the parties will enter into a letter agreement setting forth the actual amount
of the monthly Base Rent to be paid by Tenant based either on the rentable
square feet set forth in paragraph 1 or the actual Floor Area.
4.2 Tenant shall pay the following which shall be referred to herein
as "Additional Rent":
(a) A fixed fee per square foot per year for the Common Area
Expenses (as hereafter defined).
(b) Its proportionate share of the real estate taxes
("Proportionate Share"), which shall be adjusted as of each January 1st during
the term, based on the relationship between the rentable square footage leased
to Tenant and the rentable square footage of building construction completed and
occupied in the Office Park. In no event shall the Tenant's proportionate share
increase due to the vacancy of previously occupied space in the Office Park.
(c) The sum of $2,580.00 per month, which includes interest,
for the first 6 months of the term in order to reimburse Landlord for the Access
Payment paid to Subtenant as set forth in paragraph 1.4. The obligation of
Tenant to reimburse the Landlord for the Access Payment shall survive in the
event this Lease is terminated prior to the date the Access Payment is paid in
full. In the event the Lease is terminated prior to the final payment of the
Access Payment, Tenant agrees to pay Landlord the remaining balance in a lump
sum on the date of termination.
(d) Any other charges as provided in this Lease. The Base
Rent and Additional Rent shall be referred to hereafter as "Rent".
4.3 In the event Tenant enters into a lease with Landlord for the
entire building at 0 Xxxxx Xxxxx Xxxxx, Xxxxxxxx, XX (the "Cedar Brook Lease")
at any time during the Lease term then, upon occupancy and commencement of
payment of the rent at 0 Xxxxx Xxxxx Xxxxx, this Lease shall
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
5
expire, terminate and be of no further force and effect. Tenant shall then be
entitled to receive a refund for certain amounts paid hereunder (the "Cedar
Brook Refund"). The amount of the Cedar Brook Refund shall be calculated as if
the Base Rent under this Lease had been $15.50 per square foot instead of $18.00
per square foot, and shall also include a refund of the Temporary Access Costs
and $7,500 of the Access Payment.
4.4 Tenant covenants to pay the Rent in lawful money of the United
States which shall be legal tender for the payment of all debts, public and
private, at the time of payment. Such Rent shall be paid to Landlord at its
office address hereinabove set forth, or at such other place as Landlord may,
from time to time, designate by notice to Tenant.
4.5 The Rent shall be payable by Tenant without any set-off or
deduction of any kind or nature whatsoever and without notice or demand. The sum
of all increases required to be paid as Rent in accordance with this Lease,
shall be paid to Landlord within 10 days following the giving of notice hereof
by Landlord of such increases.
5. PARKING AND USE OF EXTERIOR AREA
The Tenant shall have the right to use parking spaces on a
non-exclusive basis in common with other tenants of the Building. Landlord
reserves the right to allocate specific parking spaces if it chooses. The
Landlord and Tenant mutually agree that they will not block, hinder or otherwise
obstruct the access driveways and parking areas so as to impede the free flow of
vehicular traffic on the property. In connection with the use of the loading
platforms, if any, Tenant agrees that it will not use the same so as to
unreasonably interfere with the use of the access driveways and parking areas.
Tenant shall not store trailers or other vehicles on any portion of the access
driveways or parking areas, and may not utilize any portion of the land or
Building outside of the Leased Premises for any purpose unless consented to in
advance by Landlord.
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
6
6. USE
The Tenant covenants and agrees to use and occupy the Leased
Premises only as office and laboratory space, which use is expressly subject to
all applicable zoning ordinances, rules and regulations of any governmental
instrumentalities, boards or bureaus having jurisdiction thereof. Tenant's use
of the Leased Premises shall not interfere with the peaceable and quiet use and
enjoyment by other tenants at their respective leased premises located at the
Building or in the Office Park, nor shall Tenant's activities cause Landlord to
be in default under its leases with such other tenants.
7. REPAIRS AND MAINTENANCE
7.1 Tenant shall generally maintain and repair the Leased Premises,
to the extent Tenant has possession of the Leased Premises, in a good and
workmanlike manner, and shall, at the expiration of the term, deliver the Leased
Premises in a condition substantially similar to the condition it was received,
provided that the Subleased Space, including the bathrooms, lobby and cafeteria
shall be returned in the condition substantially similar to its condition of the
Subleased Space Commencement Date, damages by fire or casualty, the elements and
ordinary wear and tear excepted. Tenant covenants and agrees that it shall not
cause or permit any waste, damage or disfigurement to the Leased Premises, or
any overloading of the floors, to the extent that Tenant is in possession of the
Leased Premises. Tenant shall maintain and make all repairs to the floor
surface, plumbing and electrical systems including all ballasts and fluorescent
fixtures located within the Leased Premises, and the HVAC system servicing the
laboratory. Landlord shall be responsible for repairs necessary to the roof,
exterior load-bearing walls, structural systems, the HVAC system servicing the
office areas and the electric and plumbing systems to the point where they enter
the Leased Premises, unless repair is necessitated by any negligent act of
Tenant, or its agents, employees or contractors. Notwithstanding anything
contained herein to the
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
7
contrary, any repair or maintenance necessitated by the negligent acts or
omissions of the Landlord shall be the responsibility of the Landlord, at its
sole cost and expense.
7.2 The Tenant shall, at its own cost and expense, pay
all utility meter and service charges, including telephone, cable service, gas
and electric servicing the Leased Premises. Landlord shall have the option to
install, at its own cost, a separate water meter and invoice Tenant directly for
its water/sewer usage. To the extent Tenant has control of the temperature in
the Leased Premises Tenant agrees to maintain the Leased Premises at a minimum
temperature of 45 degrees to prevent the freezing of domestic water and
sprinkler pipes and no higher than 78 degrees to prevent humidity and mildew,
provided that in no event shall Tenant be held responsible for maintaining the
temperature in the Sublease Space until the Subleased Space Commencement Date.
Tenant shall not store any items outside the Leased Premises, unless such
storage has been agreed to by Landlord, and shall deliver its garbage and
recyclables to the central receiving area on the lot. Tenant shall dispose of
all hazardous/medical waste with an approved hauler at its own cost.
7.3 Landlord does not warrant that any services Landlord or any
public utilities supply will not be interrupted, provided that Landlord shall
make every effort to ensure that such services within Landlord's control are not
interrupted.
8. COMMON AREA EXPENSES, TAXES AND INSURANCE
8.1 The Tenant shall pay to the Landlord, monthly, as Additional
Rent the cost of the following items all of which shall be known as Common Area
Expenses:
(a) The costs incurred by the Landlord for the operation,
maintenance or repair of the following items in the Office Park, which costs
shall be fixed at $2.03 per square foot per year for the calendar year 2006, and
shall increase by 3% each January 1st commencing on January 1, 2007 ("Operating
Costs"):
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
8
(1) lawns and landscaping;
(2) standard water/sewer usage and standby sprinkler
charges;
(3) exterior and interior common area Building
lighting;
(4) exterior sewer lines;
(5) exterior utility lines;
(6) repair and maintenance of any signs serving the
Office Park;
(7) snow removal;
(8) standard garbage disposal and recycling;
(9) general ground maintenance;
(10) parking lot, driveways and walkways;
(11) maintenance contracts for the roof;
(12) pest control;
(13) central station monitoring for fire sprinkler
system; and
(14) other ordinary and actual maintenance expenses
normally incurred by Landlord relating to the
Building and common areas of the Office Park;
The $2.03 per square foot per year, as increased annually, shall
include the cost of the annual insurance premiums charged to the Landlord for
insurance coverage which insure the buildings in the Office Park. The insurance
shall be for the full replacement value of all insurable improvements with any
customary extensions of coverage including, but not limited to, vandalism,
malicious mischief, sprinkler damage and comprehensive liability, and insurance
for one year's rent. The Landlord shall maintain said insurance in effect at all
times hereunder. Any increase in the insurance premiums due to a change in
rating of the Building which is solely attributable to Tenant's use, or solely
due to special
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
9
Tenant equipment, shall be paid entirely by the Tenant, provided that Landlord
provide Tenant adequate evidence that such increase is based solely on Tenant's
actions. Tenant expressly acknowledges that Landlord shall not maintain
insurance on Tenant's furniture, fixtures, machinery, inventory, equipment or
other personal property. Tenant shall at all times, at its own cost and expense,
carry sufficient "All Risk" property insurance on a replacement cost basis to
avoid any coinsurance penalties in applicable policies on all of Tenant's
furniture, furnishings, fixtures, machinery, equipment and installations as well
as on any alterations or improvements made to the Leased Premises by Tenant at
its own cost and expense subsequent to the Commencement Date. Such coverage is
to include property undergoing additions and alterations, and shall cover the
value of equipment and supplies awaiting installations. On an annual basis,
Tenant shall furnish Landlord with certificates of the existence of such
insurance; and
(b) Tenant's Proportionate Share of the real estate and
personal property taxes assessed against the Office Park for land, building and
improvements, along with any levy for the installation of local improvements
affecting the Office Park assessed by any governmental body having jurisdiction
thereof, which taxes and levies are estimated to be $1.50 per square foot per
year for the first year, provided, however, that Tenant shall be entitled to
Tenant's Proportionate Share of any refund obtained by Landlord with respect to
any taxes. Tenant is advised that the municipality is currently reassessing
property in the Township and real estate taxes for subsequent years cannot be
estimated. The real estate tax obligation of the Tenant shall include any tax or
imposition for parking lot usage which may be levied by any governmental body
having jurisdiction thereof. In addition to its Proportionate Share of the above
items, Tenant shall pay directly all real estate taxes assessed by the
municipality on its Tenant Improvements. Anything in this Section 8.l(b) or
elsewhere in this Lease to the contrary notwithstanding, Tenant shall not be
obligated to pay any part of (1) any taxes on the income of the Landlord or the
holder of an underlying mortgage and any taxes on the income of the lessor under
any
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
10
underlying lease, (2) any corporation, unincorporated business or franchise
taxes, (3) any estate gift, succession or inheritance taxes, (4) any capital
gains, mortgage recording or transfer taxes, (5) any taxes or assessments
attributable to any sign attached to, or located on, the Building or the land or
(6) any similar taxes imposed on the Landlord, the holder of any underlying
mortgage or the lessor under any underlying lease; and
(c) A management fee of 3% of the Tenant's Base Rent.
8.2 Tenant's Share of Common Area Expenses for any calendar year,
part of which falls within the term of this Lease and part of which does not,
shall be appropriately prorated, based on 12 months of 30 days each. Additional
Rent charges shall be proportionately pro-rated based on 12 months of 30 days
each should Tenant take possession of the Subleased Space on a day other than
January 1, 2007.
8.3 If at any time during the term of this Lease the method or scope
of taxation prevailing at the commencement of the lease term shall be altered,
Tenant's Proportionate Share of such substituted tax or imposition shall be
payable and discharged by the Tenant in the manner required pursuant to the law
which shall authorize such change.
8.4 The Tenant covenants and agrees that it will, at its sole cost
and expense, carry liability insurance covering the Leased Premises in the
minimum amount of $2,000,000.00 per occurrence, $4,000,000.00 aggregate limit
and a minimum amount of $500,000.00 for property damage. The Tenant shall add
the Landlord as an additional insured on such policy and will furnish Landlord
with a certificate of said liability insurance prior to the Commencement Date
and annually thereafter. The certificate shall contain a clause that the policy
will not be canceled except on 10 days written notice to the Landlord.
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
11
8.5 The parties covenant and agree that the insurance policies
required to be furnished in accordance with the terms and conditions of this
Lease, or in connection with insurance policies which they obtain insuring such
insurable interest as Landlord or Tenant may have in its own properties, whether
personal or real, shall expressly waive any right of subrogation on the part of
the insurer against the Landlord or Tenant. Landlord and Tenant each waives all
right of recovery against the other, its agents or employees for any loss,
damage or injury of any nature whatsoever to property or person for which the
waiving party is required by this Lease to carry insurance.
9. SIGNS
Landlord will provide a sign monument listing all of the tenants in
the Building. At its sole expense the Tenant shall have the right to install on
the interior doors at the Leased Premises, only such signs as are required by
Tenant for the purpose of identifying the Tenant.
10. ASSIGNMENT AND SUBLETTING
10.1 The Tenant may not assign or sublet the Leased Premises without
Landlord's consent, which consent shall be within the sole discretion of
Landlord. The Tenant may not assign or sublet the Leased Premises to an existing
tenant in the Office Park or assign or sublease any space in the Office Park
from another tenant, without Landlord's consent, which consent shall be within
the sole discretion of Landlord. Tenant shall advise the Landlord in writing, by
certified mail, return receipt requested of its desire to assign or sublease
(the "Assignment Notice") and Landlord shall have 30 days from receipt of such
notice to notify Tenant whether it rejects or consents to the assignment or
sublease. Landlord shall also have the option to elect to re-capture the Leased
Premises and terminate the Lease, and shall so notify Tenant within 30 days of
receipt of the Assignment Notice. If Landlord elects to recapture the Leased
Premises, Tenant shall surrender the Leased Premises no later than 90 days after
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
12
Landlord's written notice of its election to recapture, and Tenant shall be
released from any obligations of this Lease as if it had expired on the day of
such surrender.
10.2 The Landlord's consent shall not be required and the terms and
conditions of Paragraph 10.1 shall not apply as to Landlord's right to recapture
if the Tenant assigns or subleases the Leased Premises to a parent, subsidiary,
affiliate or other company into which Tenant is merged or reorganized, or with
which Tenant is consolidated, or to the purchaser of all or substantially all of
the assets of Tenant (the "Permitted Transferee").
10.3 In connection with any permitted assignment or subletting, (i)
the Tenant shall pay monthly to the Landlord 50% of any increment in rent
received by Tenant per square foot over the Rent then in effect during the year
of the assignment or subletting ("Excess Rent"), which payment shall be made
monthly together with the required Rent hereunder; and (ii) if Tenant receives
any consideration or value for such assignment or subletting, Landlord shall be
paid 50% of any such consideration or value within 10 days after receipt of the
same by Tenant. Notwithstanding anything to the contrary contained herein, in no
event shall the Landlord be entitled to any consideration resulting from the
sale of Tenant's business, Tenant goodwill, or any other consideration not
explicitly, directly and solely related to the assignment or subletting of the
Leased Premises. Excess Rent shall be defined as the rent Tenant receives under
the sublease or assignment, over and above the Base Rent Tenant must pay to the
Landlord under this Lease, less tenant fit-up and broker's commissions actually
paid by Tenant. As a condition hereunder, Tenant warrants and represents to
Landlord that it will furnish to Landlord a copy of all pertinent documents with
respect to any such assignment or subletting so as to establish Tenant's
obligation to Landlord hereunder.
10.4 In the event of any assignment or subletting permitted by the
Landlord, the Tenant shall remain and be directly and primarily responsible for
payment and performance of the within
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
13
Lease obligations, and the Landlord reserves the right, at all times, to require
and demand that the Tenant pay and perform the terms and conditions of this
Lease. In the case of a complete recapture, Tenant shall be released from all
further liability with respect to the recaptured space. No such assignment or
subletting shall be made to any Tenant who shall occupy the Leased Premises for
any use other than that which is permitted to the Tenant, or approved in writing
by Landlord, or for any use which may be deemed inappropriate for the Building
or extra hazardous, or which would in any way violate applicable laws,
ordinances or rules and regulations of governmental boards and bodies having
jurisdiction.
11. FIRE AND CASUALTY
11.1 In case of any damage to or destruction of any portion of the
Building of which the Leased Premises is a part by fire or other casualty
occurring during the term of this Lease (or prior thereto), which shall render
at least 1/3 of the floor area of the Leased Premises or the building
untenantable or unfit for occupancy, which damage cannot be repaired within 180
days from the happening of such casualty, using reasonable diligence ("Total
Destruction") then the term hereby created shall, at the option of the Landlord,
upon written notice to the Tenant within 15 days of such fire or casualty, cease
and become null and void from the date of such Total Destruction. In such event
the Tenant shall immediately surrender the Leased Premises to the Landlord and
this Lease shall terminate. The Tenant shall only pay Rent to the time of such
Total Destruction. However, in the event of Total Destruction if the Landlord
shall elect not to cancel this Lease within the 15 day period the Landlord shall
repair and restore the Building to substantially the same condition as it was
prior to the damage or destruction, with reasonable speed and dispatch. The Rent
shall not be accrued after said damage or while the repairs and restorations are
being made, but shall recommence immediately after the Leased Premises are
substantially restored as evidenced by the issuance of a CO/CA by municipal
authorities. In any case where Landlord must restore, consideration shall be
given for delays under the Force Majeure
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
14
paragraph in this Lease. Whether or not this Lease has been terminated as a
result of a casualty, in every instance, all insurance proceeds payable as a
result of damage or destruction to the Building shall be paid to Landlord as its
sole and exclusive property.
11.2 In the event of any other casualty which shall not be
tantamount to Total Destruction the Landlord shall repair and restore the
Building and the Leased Premises to substantially the same condition as they
were prior to the damage or destruction, with reasonable speed and dispatch. The
Rent shall xxxxx or shall be equitably apportioned as to any portion of the
Leased Premises which shall be unfit for occupancy by the Tenant, or which
cannot be used by the Tenant to conduct its business. The Rent shall recommence
immediately upon substantial restoration of the Leased Premises as evidenced by
the issuance of a CO/CA by municipal authorities.
11.3 In the event of any casualty caused by an event which is not
covered by Landlord's insurance policy; the Landlord may elect to treat the
casualty as though it had insurance or it may terminate the Lease. If it treats
the casualty as though it had insurance then the provisions of this paragraph
shall apply. The Landlord shall serve a written notice upon the Tenant within 15
days of the casualty specifying the election which it chooses to make.
11.4 In the event the Landlord rebuilds, the Tenant agrees, at its
cost and expense, to forthwith remove any and all of its equipment, fixtures,
stock and personal property in order to permit Landlord to expedite the
construction. The Tenant shall assume at its sole risk the responsibility for
damage to or security of such fixtures and equipment in the event that any
portion of the Building area has been damaged and is not secure.
12. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
12.1 (a) The Tenant agrees that upon acceptance and occupancy of the
Leased Premises, it will, at its own cost and expense, comply with all statutes,
ordinances, rules, orders,
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
15
regulations and requirements of the Federal, State and Municipal governments
arising from the operations of Tenant at the Leased Premises. The Tenant also
agrees that it will not commit any nuisance or excessive noise, and will dispose
of all garbage and waste in connection with its operations so as to avoid
unreasonable emissions of dirt, fumes, odors or debris. Tenant has advised
Landlord that it uses blood borne pathogens in the normal course of its
business. Landlord has no objection to such use, provided Tenant complies with
all laws, rules and regulations regarding the use and disposal of such blood
borne pathogens.
(b) The Tenant agrees, at its own cost and expense, to comply
with such regulations or requests as may be required by the fire or liability
insurance carriers providing insurance for the Leased Premises, and the Board of
Fire Underwriters, in connection with Tenant's use and occupancy of the Leased
Premises.
12.2 In case the Tenant shall fail to comply with all material
provisions of the aforesaid statutes, ordinances, rules, orders, regulations and
requirements then the Landlord may, after 15 days' notice (except for emergency
repairs, which may be made immediately), enter the Leased Premises and take any
reasonable actions to comply with them, at the cost and expense of the Tenant.
The cost thereof shall be added to the next month's rent and shall be due and
payable as such, or the Landlord may deduct the same from the balance of any sum
remaining in the Landlord's hands. This provision is in addition to the right of
the Landlord to terminate this Lease by reason of any default on the part of the
Tenant. However, in the event that all necessary repairs are made by Tenant, or
the Tenant has commenced repairs with 15 days of notice, the initial failure to
comply with the aforesaid laws and regulations shall not constitute an event of
default.
12.3 Tenant expressly covenants and agrees to indemnify, defend and
save the Landlord harmless against any claim, damage, liability, cost,
penalties, or fines which the Landlord may
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
16
suffer as a result of air, ground or water pollution directly caused by the
Tenant in its use of the Leased Premises. The Tenant covenants and agrees to
notify the Landlord immediately of any claim or notice served upon it with
respect to any claim that the Tenant is causing air, ground or water pollution;
and the Tenant shall take immediate steps to halt, remedy or cure any pollution
of air, ground or water caused by the Tenant by its use of the Leased Premises.
12.4 Tenant expressly covenants and agrees to fully comply with the
provisions of the New Jersey Industrial Site Recovery Act (N.J.S.A. 13:lK-6, et
seq.) "ISRA", and its regulations, prior to the termination of the Lease or at
any time that any action of the Tenant triggers the applicability of ISRA. In
particular, the Tenant agrees that it shall comply with the provisions of ISRA
in the event of any "closing, terminating or transferring" of Tenant's
operations, as defined by and in accordance with the regulations. In the event
evidence of such compliance is not delivered to the Landlord prior to surrender
of the Leased Premises by the Tenant to the Landlord, it is understood and
agreed that the Tenant shall be liable to pay to the Landlord an amount equal to
one and one-half times the Base Rent then in effect, together with all
applicable Additional Rent from the date of such surrender until such time as
evidence of compliance with ISRA has been delivered to the Landlord, and
together with any costs and expenses incurred by Landlord in enforcing Tenant's
obligations under this paragraph. Evidence of compliance, as used herein, shall
mean a "letter of non-applicability" issued by the New Jersey Department of
Environmental Protection ("NJDEP"), an approved "negative declaration" or a
"remediation action plan" which has been fully implemented and approved by
NJDEP, or other document evidencing compliance as may then be prescribed by
applicable regulations. Evidence of compliance shall be delivered to the
Landlord, together with copies of all submissions made to the NJDEP, including
all environmental reports, test results and other supporting documentation. In
addition to the above, Tenant agrees that it shall cooperate with Landlord in
the event ISRA is applicable to any portion of the property of which the
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
17
Leased Premises are a part. In such case, Tenant agrees that it shall fully
cooperate with Landlord in connection with any information or documentation
which may be requested by the NJDEP. In the event that any remediation of the
Property is required in connection with the conduct by Tenant of its business at
the Leased Premises, Tenant expressly covenants and agrees that it shall be
responsible for that portion of the remediation which is directly attributable
to the Tenant's operation. Tenant hereby represents and warrants that its North
American Industrial Classification System Code is 325412, and that Tenant shall
not generate, manufacture, refine, transport, treat, store, handle or dispose of
"hazardous substances" as the same are defined under ISRA and the regulations
promulgated pursuant thereto, except in strict compliance with all governmental
rules, regulations and procedures. Tenant hereby agrees that it shall promptly
inform Landlord of any change in its NAICS number and obtain Landlord's consent
for any change in the nature of the business to be conducted in the Leased
Premises. The within covenants shall survive the expiration or earlier
termination of the Lease term.
13. INSPECTION BY LANDLORD
The Tenant agrees that the Landlord shall have the right to enter into
the Leased Premises at all reasonable hours for the purpose of examining the
same upon reasonable advance notice of not less than 24 hours (except in the
event of emergency), or to make such repairs as are necessary. Any repair shall
not unduly interfere with Tenant's use of the Leased Premises.
14. DEFAULT BY TENANT
14.1 Each of the following shall be deemed a default by Tenant and a
breach of this Lease:
(a) (1) filing of a petition by the Tenant for adjudication
as a bankrupt, or for reorganization, or for an
arrangement under any federal or state statute, except
in a Chapter 11 Bankruptcy where the Rent stipulated
herein is being paid
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
18
and the terms of the Lease are being complied with;
(2) dissolution or liquidation of the Tenant;
(3) appointment of a permanent receiver or a permanent
trustee of all or substantially all of the property of
the Tenant, if such appointment shall not be vacated
within 90 days, provided the Rent stipulated herein is
being paid and the terms of the Lease are being complied
with, during said 90 day period;
(4) taking possession of the property of the Tenant by a
governmental officer or agency pursuant to statutory
authority for dissolution, rehabilitation,
reorganization or liquidation of the Tenant if such
taking of possession shall not be vacated within 90
days, provided the Rent stipulated herein is being paid
and the terms of the Lease are being complied with,
during said 90 day period;
(5) making by the Tenant of an assignment for the benefit of
creditors; and
(6) abandonment, desertion or vacation of the Leased
Premises by the Tenant.
(b) Default in the payment of the Rent herein reserved or any
part thereof, which continues for 10 days after written notice to Tenant.
(c) A default in the performance of any other covenant or
condition which this Lease requires the Tenant to perform, for a period of 15
days after notice. However, no default on the part of Tenant shall be deemed to
exist if it diligently commences efforts to rectify same and Landlord is
indemnified against loss or liability arising from the default.
14.2 In the event of any default set forth above, Landlord may serve
written notice upon the Tenant electing to terminate this Lease upon a specified
date not less than 10 days after the date of serving such notice and this Lease
shall then expire on the date so specified as if that date had been
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
19
originally fixed as the expiration date of the term herein granted, provided
that if Tenant cures such default within said 10 day period, then the election
to terminate shall be null and void.
14.3 In case this Lease shall be terminated due to Tenant's default
as set forth above, Landlord or its agents may, immediately or any time
thereafter, re-enter and resume possession of the Leased Premises or such part
thereof, and remove all persons and property therefrom, either by summary
proceedings or a suitable action or proceeding at law, without being liable for
any damages therefor. No re-entry by Landlord shall be deemed an acceptance of a
surrender of this Lease. However, if the Tenant is in default and vacates the
Leased Premises, or is dispossessed, and fails to remove any property,
machinery, equipment and fixtures or other property within 15 days of the date
Landlord sends a written notice to the last known address of the Tenant, then
the property, machinery, equipment and fixtures or other property left at the
Leased Premises shall, at the option of the Landlord, be conclusively presumed
to be abandoned and may be disposed of by the Landlord without accounting to
Tenant for any of the proceeds. The Tenant shall be liable for any damage which
it causes in the removal of said property from the Leased Premises.
14.4 In case this Lease shall be terminated, due to Tenant's default
as set forth above Landlord may relet the whole or any portion of the Leased
Premises for any period equal to or greater or less than the remainder of the
then current term, for any sum which it may deem reasonable, to any tenant which
it may deem suitable and satisfactory, and for any use and purpose which it may
deem appropriate. In connection with any such lease Landlord may make such
changes in the character of the improvements on the Leased Premises as Landlord
may determine to be appropriate or helpful in effecting such lease and may grant
concessions or free rent. Landlord shall make reasonable efforts to relet the
Leased Premises and shall at all times comply with law regarding such reletting.
Landlord shall not in any event be required to pay Tenant any sums received by
Landlord on such reletting of the Leased Premises.
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
20
14.5 In the event this Lease is terminated due to Tenant's default
as set forth above, and whether or not the Leased Premises be relet, Landlord
shall be entitled to recover from the Tenant all Rent due and all expenses,
including reasonable counsel fees, incurred by Landlord in recovering possession
of the Leased Premises, and all reasonable costs and charges for the care of the
Leased Premises while vacant, which damages shall be due at such time as they
are incurred by Landlord; and all other damages set forth in this Paragraph 14
and in Paragraph 15. Without any previous notice or demand, separate actions may
be maintained by Landlord against Tenant from time to time to recover any
damages which have become due and payable to the Landlord without waiting until
the end of the term.
14.6 In the event that Landlord fails to do, observe, keep and
perform any of the terms, covenants, conditions, agreements or provisions of
this Lease within 20 days after written notice from the Tenant, it shall be
considered a default of Landlord hereunder, unless Landlord has been diligently
pursuing a resolution of the problem.
15. LIABILITY OF TENANT FOR DEFICIENCY
In the event that the relation of the Landlord and Tenant terminates
by reason of
(a) a default by the Tenant and the re-entry of the Landlord as
permitted herein; or
(b) by the ejectment of the Tenant by summary proceedings or other
judicial proceedings;
it is hereby agreed that the Tenant shall remain liable to pay in monthly
payments the Rent and any other charges which shall accrue. The Tenant expressly
agrees to pay a portion of Landlord's damages for such breach of this Lease the
difference between the Rent herein and the rent received, if any, by the
Landlord, during the remainder of the unexpired term, provided that the Landlord
shall comply with applicable laws with regard to mitigation.
16. NOTICES
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
21
All notices required by this Lease shall be given either by
certified mail, return receipt requested, or by reputable overnight courier, or
personal delivery with receipt, at the address set forth on the first page of
this Lease, and/or such other place as the parties may designate in writing.
17. NON-WAIVER BY LANDLORD
The failure of Landlord to insist upon the strict performance of any
of the terms of this Lease, or to exercise any option contained herein, shall
not be construed as a waiver of any such term. Acceptance by Landlord of
performance of anything required by this Lease to be performed, with the
knowledge of the breach of any term of this Lease, shall not be deemed a waiver
of such breach, nor shall acceptance of Rent in a lesser amount than is due
(regardless of any endorsement on any check, or any statement in any letter
accompanying any payment of Rent) be construed either as an accord and
satisfaction or in any manner other than as payment on account of the earliest
Rent then unpaid by Tenant. No waiver by Landlord of any term of this Lease
shall be deemed to have been made unless expressed in writing and signed by
Landlord.
18. RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS
The Tenant may not make alterations, additions or improvements to
the Leased Premises, or change the door locks or window coverings, or in any way
alter access to the Leased Premises without the consent of the Landlord, which
consent shall not be unreasonably withheld, conditioned or delayed, provided
that Tenant's proposed alterations, additions or improvements do not decrease
the value of the Leased Premises. Landlord agrees to review any alterations,
additions, or improvements proposed by Tenant within 15 days of receipt of plans
and specifications, and advise Tenant of its decision. Landlord shall also, in
the event it gives consent, advise the Tenant whether Tenant shall be required
to remove the alterations, additions or improvements at the termination of the
Lease and restore the Leased Premises to its state prior to making such
alterations, additions or improvements. Should Landlord fail to respond
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
22
within 15 days of receipt of plans and specifications, the plans and
specifications shall be deemed approved. Any approval given is not intended to
subject the Landlord's property to liability under any lien law. Tenant shall be
responsible for obtaining at its own cost and expense all licenses, permits and
approvals that may be required by any governmental entity having jurisdiction
over the approved alterations, additions and/or improvements. Tenant shall
furnish to Landlord as-built drawings of any alterations, additions or
improvements which are made.
19. NON-LIABILITY OF LANDLORD
Tenant agrees to assume all risk of damage to its property,
equipment and fixtures occurring in or about the Leased Premises, whatever the
cause of such damage or casualty. Landlord shall not be liable for any damage or
injury to property caused by or resulting from steam, electricity, gas, water,
rain, ice or snow, or any leak or flow from or into any part of the Building, or
from any damage or injury resulting or arising from any other cause or happening
whatsoever.
20. RESERVATION OF EASEMENT
Landlord reserves the right, easement and privilege to enter on the
Leased Premises in order to install, at its own cost and expense, any utility
lines and services in connection therewith as may be required by the Landlord.
It is understood and agreed that if such work as may be required by Landlord
requires any interior installation, or displaces any exterior paving or
landscaping, the Landlord shall at its own cost and expense, restore such items,
to substantially the same condition as they were before such work. The Landlord
covenants that the foregoing work shall not unreasonably interfere with the
normal operation of Tenant's business.
21. STATEMENT OF ACCEPTANCE
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
23
Upon the delivery of the Leased Premises to the Tenant the Tenant
covenants and agrees that it will furnish to Landlord a statement which shall
set forth the Date of Commencement and the Date of Expiration of the lease term,
as well as the amounts being charged for Base Rent.
22. FORCE MAJEURE
Except for the obligation of the Tenant to pay Rent and other
charges, the period of time during which the Landlord or Tenant is prevented
from performing any act required to be performed under this Lease by reason of
fire, catastrophe, strikes, lockouts, civil commotion, weather conditions, acts
of God, government prohibitions or preemptions or embargoes, inability to obtain
material or labor by reason of governmental regulations, the act or default of
the other party, or other events beyond the reasonable control of Landlord or
Tenant, as the case may be, shall be added to the time for performance of such
act.
23. STATEMENTS BY LANDLORD AND TENANT
Landlord and Tenant agree at any time and from time to time upon not
less than 10 days' prior notice from the other to execute, acknowledge and
deliver to the party requesting same, a statement in writing, certifying that
this Lease is unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as modified and stating
the modifications), that it is not in default (or if claimed to be in default,
stating the amount and nature of the default) and specifying the dates to which
the Rent and other charges have been paid in advance.
24. CONDEMNATION
24.1 If due to condemnation, (i) more than 15% of the Leased
Premises is taken or rendered untenantable, or (ii) more than 25% of the ground
is taken (including parking areas, but excluding front, side and rear set back
areas), or (iii) a taking materially interferes with Tenant's business
operations, in the Tenant's reasonable opinion, then the lease term created
shall terminate from the date
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
24
when the authority exercising the power of eminent domain takes or interferes
with the use of the Property. The Tenant shall be responsible for the payment of
Rent until the time of surrender. In any event, no part of the Landlord's
condemnation award shall be claimed by the Tenant. Without diminishing
Landlord's award, the Tenant shall have the right to make a claim against the
condemning authority for such independent claim which it may have.
24.2 In the event of any partial taking which would not be cause for
termination of the Lease, or in the event of any taking in excess of the
percentages provided above and Tenant retains the balance of the Leased Premises
remaining after such taking, then the Rent shall xxxxx in an amount to be
mutually agreed upon between the Landlord and Tenant based on the relationship
that the character of the property prior to the taking bears to the property
which shall remain after the condemnation. The Landlord shall, to the extent
permitted by applicable law and as the same may be practicable, promptly make
such repairs and alterations in order to restore the Building and/or
improvements to a usable condition to the extent of any condemnation award
received by Landlord.
25. LANDLORD'S REMEDIES
25.1 The rights and remedies given to the Landlord in this Lease are
distinct, separate and cumulative remedies, and no one of them, whether or not
exercised by the Landlord, shall be deemed to be in exclusion of any of the
others
25.2 In addition to any other legal remedies for violation or breach
of this Lease by the Tenant or by anyone holding or claiming under the Tenant
such violation or breach shall be restrainable by injunction at the suit of the
Landlord.
25.3 No receipt of money by the Landlord from any receiver, trustee or
custodian or debtors in possession shall reinstate, or extend the term of this
Lease or affect any notice theretofore given to the Tenant, or to any such
receiver, trustee, custodian or debtor in possession, or operate as a
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
25
waiver or estoppel of the right of the Landlord to recover possession of the
Leased Premises for any of the causes therein enumerated by any lawful remedy;
and the failure of the Landlord to enforce any covenant or condition by reason
of its breach by the Tenant shall not be deemed to void or affect the right of
the Landlord to enforce the same covenant or condition on the occasion of any
subsequent default or breach
26. QUIET ENJOYMENT
The Landlord covenants that the Tenant, on paying the Rent and
performing the covenants and conditions contained in this Lease, may peaceably
and quietly have, hold and enjoy the Leased Premises, in the manner of a
multi-tenanted building, for the Lease term.
27. SURRENDER OF PREMISES
On the last day, or earlier permitted termination of the
Lease, Tenant shall quit and surrender the Initial Space in a condition
substantially similar to the condition of the space as of the date of delivery,
and the Subleased Space in a condition substantially similar to the condition of
the Subleased Space on the Sublease Commencement Date, (reasonable wear and
tear, and damage by fire or other casualty excepted) and shall deliver and
surrender the Leased Premises to the Landlord peaceably, together with all
Tenant Improvements. Prior to the expiration of the Lease term the Tenant shall
remove all of its tangible property, fixtures and equipment from the Leased
Premises. All property not removed by Tenant shall be deemed abandoned by
Tenant, and Landlord reserves the right to charge the reasonable cost of such
removal and disposal to the Tenant. If the Leased Premises are not surrendered
at the end of the Lease term, the Tenant shall be liable for double rent under
NJSA 2A:42-6, and Tenant shall indemnify Landlord against loss or liability
resulting from delay by Tenant in surrendering the Leased Premises, including,
without limitation any claims made by any succeeding tenant founded on the
delay, and any loss of income suffered by Landlord. These covenants shall
survive the termination of the Lease.
28. INDEMNITY
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
26
Anything in this Lease to the contrary notwithstanding, and without
limiting the Tenant's obligation to provide insurance hereunder, the Tenant
covenants and agrees that it will indemnify, defend and save harmless the
Landlord against and from all liabilities, obligations, damages, penalties,
claims, costs, charges and expenses, including without limitation reasonable
attorneys' fees, which may be imposed upon or incurred by Landlord by reason of
any of the following occurring during the term of this Lease:
(a) Any matter, cause or thing arising out of Tenant's use,
occupancy, control or management of the Leased Premises and any part thereof.
(b) Any negligence on the part of the Tenant or any of its agents,
employees, licensees or invitees, arising in or about the Leased Premises.
(c) Any failure on the part of Tenant to perform or comply with any
of its covenants, agreements, terms or conditions contained in this Lease.
Subject to the provisions of paragraph 19, the foregoing shall not
require indemnity by Tenant in the event of damage or injury occasioned by the
negligence or acts of commission or omission of the Landlord, its agents,
servants or employees.
Landlord shall promptly notify Tenant of any such claim asserted
against it and shall promptly send to Tenant copies of all papers or legal
process served upon it in connection with any action or proceeding brought
against Landlord.
29. BIND AND CONSTRUE CLAUSE
The terms, covenants and conditions of this Lease shall be binding
upon, and inure to the benefit of, each of the parties hereto and their
respective heirs, successors and assigns. If any one of the provisions of this
Lease shall be held to be invalid by a court of competent jurisdiction, such
adjudication shall not affect the validity or enforceability of the remaining
portions of this Lease. The parties each
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
27
acknowledge to the other that this Lease has been drafted by both parties, after
consultation with their attorneys, and in the event of any dispute, the
provisions are not to be interpreted against either party as the drafter of the
Lease.
30. INCLUSIONS
The neuter gender when used herein, shall include all persons and
corporations, and words used in the singular shall include words in the plural
where the text of the instrument so requires.
31. DEFINITION OF TERM "LANDLORD"
When the term "Landlord" is used in this Lease it shall be construed
to mean and include only the entity which is the owner of title to the land and
the building. Upon the transfer by the Landlord of the title, the Landlord shall
advise the Tenant in writing by certified mail, return receipt requested, of the
name of the Landlord's transferee. In such event, the Landlord shall be
automatically freed and relieved from and after the date of such transfer of
title of all personal liability with respect to the performance of any of the
covenants and obligations on the part of the Landlord herein contained to be
performed, provided any such transfer and conveyance by the Landlord is
expressly subject to the assumption by the transferee of the obligations of the
Landlord hereunder.
32. COVENANTS OF FURTHER ASSURANCES
If, in connection with obtaining financing for the improvements on
the Leased Premises, the mortgage lender shall request reasonable modifications
in this Lease as a condition to such financing, Tenant will not unreasonably
withhold, delay or refuse its consent thereto, provided that such modifications
do not in Tenant's reasonable judgment increase the obligations of Tenant
hereunder, diminish Tenant's rights hereunder or materially adversely affect the
leasehold interest hereby created or Tenant's use and enjoyment of the Leased
Premises.
33. COVENANT AGAINST LIENS
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
28
Tenant agrees that it shall not encumber, or permit to be
encumbered, the Leased Premises or the fee thereof by any lien, charge or
encumbrance, and Tenant shall have no authority to mortgage or hypothecate this
Lease in any way whatsoever. Any violation of this Paragraph shall be considered
a breach of this Lease.
34. SUBORDINATION
This Lease shall be subject and subordinate at all times to the lien
of any mortgages or ground leases or other encumbrances now or hereafter placed
on the land, Building and Leased Premises without the necessity of any further
instrument or act on the part of Tenant to effectuate such subordination.
However, Tenant agrees to execute such further documents evidencing the
subordination of the Lease to the lien of any mortgage or ground lease as shall
be desired by Landlord within 15 days, provided such documents are in a form
reasonably acceptable to Tenant.
35. EXCULPATION OF LANDLORD
Neither Landlord nor its principals shall have any personal
obligation for the payment of any indebtedness or for the performance of any
obligation under this Lease. The performance of Landlord's obligations expressed
herein may be enforced only against the Building and land of which the Leased
Premises are a part, and the rents, issues and profits thereof. The Tenant
agrees that no deficiency judgment or other judgment for money damages shall be
entered by it against the Landlord or its principals personally in any action.
36. NET RENT
It is the intent of the Landlord and Tenant that this Lease shall
yield, net to Landlord, the Base Rent specified and all Additional Rent and
charges in each month during the term of the Lease, and that all costs, expenses
and obligations of every kind relating to the Leased Premises shall be paid by
the Tenant, unless expressly assumed by the Landlord.
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
29
37. SECURITY
There shall be no security deposit required.
38. BROKERAGE
The parties mutually represent to each other that Triad Properties,
LLC is the broker who negotiated and consummated the within transaction, and
that neither party dealt with any other broker in connection with the Lease. In
the event either party violates this representation, it shall indemnify, defend
and hold the other party harmless from all claims and damages. It is agreed that
the Landlord shall be responsible, at its sole cost and expense, to pay the
brokerage commission in connection with this Lease pursuant to a separate
document.
39. LATE CHARGES
In addition to any other remedy, a late charge of 1-1/2% per month,
retroactive to the date Rent was due, shall be due and payable, without notice
from Landlord, on any portion of Rent or other charges not paid within 5 days of
the due date.
40. PRESS RELEASES
Landlord shall have the right to announce the execution of this
Lease, the parties hereto, and the real estate brokers involved in such press
releases as Landlord shall deem advisable. In addition, Tenant shall permit
Landlord to use its name and photographs of the Leased Premises (all photographs
being subject to Tenant's prior consent) in Landlord's marketing brochures and
materials, and Tenant agrees to cooperate with Landlord in such regard, in
Tenant's sole discretion, but at no cost or expense to Tenant.
41. WAIVER OF JURY TRIAL
Landlord and Tenant both irrevocably waive a trial by jury in any
action or proceeding between them or their successors or assigns arising out
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
30
Cedar Xxxxx XX Corporate Center, L.P.,
by its General Partner, Corporate 130, Inc.
Date: Aug 1 06 /s/ A. Xxxxxx Xxxxx
--------- ------------------------------
A. Xxxxxx Xxxxx Landlord
Amicus Therapeutics, Inc.
Date: 7-31-06 By: /s/ Xxxx Xxxxxxx, CEO
-------- ---------------------------
Xxxx Xxxxxxx Tenant
Initial: Landlord
Tenant (SNS)
Lease Version Date: July 31, 2006
33
