EXHIBIT 10.7
LEASE AGREEMENT
THIS LEASE AGREEMENT, made this 25th day of June 2003, by and between RED GATE
III LLC ("LANDLORD") and VANDA PHARMACEUTICALS, INC. ("TENANT").
WITNESSETH:
1. DEMISE OF PREMISES
Landlord hereby demises unto Tenant, and Tenant hereby leases from
Landlord for the terms and upon the conditions set forth in this Lease
7,200 square feet of space in the building located at 0000 Xxxxxxx Xxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx (the "Building"), as set forth on
Exhibit A, hereto attached, said space being referred to as the
"Premises."
2. TERM
The term of this Lease shall be for a period of 5 years, commencing on the
1st day of July 2003, and terminating on the 30th day of June 2008, with
an option for an additional 5 years on the same terms and conditions in
this Lease, provided that Tenant shall have given the Landlord written
notice of Tenant's intention to do so at least six (6) months prior to the
expiration of this Lease and that Tenant is not in default under this
Lease.
3. RENT
The Tenant shall pay to the Landlord an annual rental (herein called
"Minimum Rent") in the amount of ONE HUNDRED SEVENTY TWO THOUSAND EIGHT
HUNDRED and NO/100 DOLLARS ($172,800.00), subject to adjustment as
hereinafter set forth, payable without deduction or set off in equal
monthly installments of FOURTEEN THOUSAND FOUR HUNDRED and NO/100 DOLLARS
($14,400.00) in advance, the first installment of which is due and payable
upon signing of the Lease and upon commencement all subsequent
installments due and payable on the first day of each calendar month
thereafter during the term of the Lease until the total rent provided for
herein is paid. No payment by Tenant or receipt of Landlord of a lesser
amount than a monthly installment of rent herein stipulated, or
endorsement or statement on any check or any letter accompanying any check
for payment as rent be deemed an accord and satisfaction, and Landlord may
accept such check for payment without prejudice to Landlord's right to
recover the balance of such rent or pursue any other remedy provided for
in this Lease.
4. ADJUSTMENT OF MINIMUM RENT
The Minimum Rent shall be increased at the end of each lease year during
the term hereby by three percent (3%) of the rent then being paid. There
shall be no additional pass-throughs of increases in operating expenses
except for real estate taxes or as otherwise provided for herein.
5. REAL ESTATE TAXES
In the event the real estate taxes levied or assessed against the land and
Building on which the Premises are a part in future tax years are greater
than the real estate taxes for the Base Year, the Tenant shall pay within
thirty (30) days after
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submission of the xxxx to Tenant for the increase in real estate taxes, as
additional rent, a proportionate share of such increase, which
proportionate share shall be computed at 11.0% of the increase in taxes,
but shall exclude any fine, penalty, or interest charge for late or
non-payment of taxes by Landlord. The Base Year shall be July 1, 2003, to
June 30, 2004.
Any reasonable expense incurred by Landlord (including counsel fees) in
contesting any tax increase shall be included as an item of taxes for the
purpose of computing additional rent due Landlord. Landlord, however,
shall be under no obligation to contest any tax increase.
6. UTILITIES
Tenant shall be responsible for the payment of all utilities used or
consumed by the Tenant in and upon the Premises. Electric and Gas shall be
separately metered. Water shall be either separately metered or an
equitable allocation made between the Tenants in the Building based on the
quantity of water consumed. In the event any utility service to the
Premises shall be interrupted for a period of more than two (2) days due
to the negligence or willful misconduct of Landlord, its agents or
servants, the Minimum Rent shall xxxxx until such services are fully
rendered.
Landlord shall not be liable to Tenant for any damage or inconvenience
caused by the cessation or interruption of any utility service, or the
elevators in the Building, occasioned by fire, accident, strike or other
cause beyond Landlord's control.
7. USE OF PREMISES
Tenant shall use the Premises only for laboratory and office purposes
consistent with Tenant's business, and for no other purpose, except as
approved by Landlord in advance, in writing, which approval shall not be
unreasonably withheld. Tenant shall not make any use of the Premises which
would disturb the quiet enjoyment of the Landlord or other tenants in the
Building or prejudice or increase the fire insurance premium for the
Building, and shall comply with all laws and regulations of all
governmental authorities pertaining to Tenant's use of Premises.
8. WASTE REMOVAL
Tenant shall be responsible for removal of waste generated by Tenant's
operation. This includes waste service fees levied by local jurisdictions.
9. HAZARDOUS MATERIALS
Tenant shall be permitted to store Hazardous Materials on the Premises and
shall comply with all laws and regulations of all governmental authorities
pertaining to Tenant's use of the Premises, including, without limitation,
all Environmental Laws (as hereinafter defined) and laws pertaining to
Hazardous Materials and Air and Water Quality. The term "Hazardous
Materials" means and includes any petroleum products and/or any hazardous
toxic or other dangerous waste, substance or material defined as such in
the Environmental Laws. The term "Environmental Laws" means the
Comprehensive Environmental Response, Compensation and Liability Act, any
"Superfund" or "Superlien" law, or any other federal, state or local
statute, law, ordinance, code, regulation, order or decree regulating,
relating to, or imposing liability or standards of conduct concerning the
use or storage of Hazardous Materials. All such materials must be
completely removed upon expiration of this Lease, and any de-contamination
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certificates required by the Landlord or any government authority must be
obtained and delivered to the Landlord.
Tenant shall obtain and maintain, in full force and effect, all necessary
government licenses, permits and approvals legally required for materials
used in the conduct of its business. If the presence of any Hazardous
Materials on the Premises caused or permitted by Tenant results in any
contamination of the Premises or any portion of the Building or Common
Areas, Tenant shall promptly take all actions, at its sole expense,
necessary to return the Premises to the condition existing prior to the
introduction of such Hazardous Materials, provided that all such actions
shall be subject to the approval of Landlord, which approval shall not be
unreasonably withheld.
At the Commencement Date of the Lease and on January 1 of each year
thereafter, Tenant shall disclose to Landlord the names and amounts of all
Hazardous Materials which are to be stored, used or disposed of on the
Premises.
Any Hazardous Materials stored or used on the Premises must not in any way
prejudice the Landlord's insurance or increase the fire hazards to a
greater extent than necessarily incident to the business for which the
Premises are leased.
10. LATE CHARGE
If any installment of rent accruing herein shall not be paid within five
(5) days of due date, and other sums not paid within fifteen (15) days
after written notice to Tenant, such installment and other sums shall be
increased without affecting the Landlord's other rights under this Lease,
by a late charge of ten percent (10%) of the delinquent installment.
Anything contained herein to the contrary notwithstanding.
11. REPAIRS AND MAINTENANCE
Landlord shall be responsible for all structural repairs, including
repairs to the roof and load-bearing walls of the Building, for
maintaining the parking area and sidewalks, and the Common Areas (as
hereinafter defined) in the Building.
The Tenant shall be responsible for the maintenance and repair of the
Premises and all fixtures, appliances and equipment therein, including,
but not limited to, the Heating and Air Conditioning system(s) serving
Tenant's suite. Landlord will pay for major Heating and Air Conditioning
component replacement and all repairs to the Landlord installed heating
and air conditioning system(s) in excess of Three Hundred Dollars
($300.00) per occurrence per Heating and Air Conditioning unit.
Tenant shall provide its own char service. Tenant, at its sole expense,
shall keep all Tenant fixtures and equipment in the Premises in safe and
sanitary condition and good order and repair, together with related
plumbing, electrical or other utility service, whether installed by Tenant
or by Landlord on Tenant's behalf. Tenant shall pay for all damage to the
Building and any fixtures and appurtenances related thereto due to the
malfunction, lack of repair, or improper installation of the Tenant's
fixtures and equipment.
12. COMMON AREAS
In addition to the use of the Premises, Tenant, its employees and business
invitees shall have the right to use the Common Areas in common with
Landlord
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and other tenants of the Building, their employees and visitors. The term
"Common Areas" shall mean those portions of the Building and the land upon
which the Building is erected which Landlord may from time to time
designate for Tenant's non-exclusive use, which may include the entrance,
foyer and lobby corridors, lavatories, stairwells, elevators, and parking
areas. All Common Areas shall be subject to the exclusive control of the
Landlord. The Landlord shall operate, manage, light and maintain the
Common Areas. Landlord reserves the right to change the size, area, level,
location and arrangement of the Common Areas and any such change or
rearrangement shall not affect the obligations of the Landlord and Tenant
hereunder.
13. LANDLORD'S WORK PRIOR TO COMMENCEMENT OF TERM
None. Landlord delivers the Premises "As Is." Landlord will reimburse
Tenant up to $14,400.00 for carpet and up to $14,400.00 for paint when
Tenant has presented paid invoices to Landlord showing the work has been
completed and Landlord has inspected the work. All coordination for this
work is the responsibility of the Tenant. This offer is null and void
after June 30, 2004.
14. TENANT ALTERATIONS
All alterations, improvements, or additions to the demised Premises to be
made by Tenant shall be subject to the written consent of the Landlord,
which consent shall not be unreasonably withheld, provided such
alterations and improvements do not weaken the structural integrity of the
Building or detract from its dignity and/or uniformity. All alterations
and improvements and/or additions made by Tenant shall remain upon the
Premises at the expiration or earlier termination of this Lease and shall
become the property of the Landlord, unless Landlord shall, at the time of
approval of the alteration, provide written notice to Tenant to remove the
same, in which event Tenant shall remove such alterations, improvements
and/or additions, and restore the Premises to the same good order and
condition in which it was at the commencement of this Lease, reasonable
wear and tear and unavoidable casualty excepted. Should Tenant fail to do
so, Landlord may do so, collecting the reasonable cost and expense thereof
from Tenant as additional rent.
15. TRADE FIXTURES
All trade fixtures, telephone equipment, and apparatus installed by Tenant
in the Premises shall remain the property of Tenant and shall be removed
at the expiration or earlier termination of this Lease and, upon such
removal, Tenant shall repair any damage caused by the removal and shall
promptly restore the Premises to their good order and condition. Any such
trade fixture not removed prior to such termination shall be considered
abandoned property, but such abandonment shall not release Tenant of its
obligation to pay for the cost of removing such trade fixtures and
repairing any damage caused by the removal.
16. EQUIPMENT/BENCHWORK
Landlord provides the Laboratory Equipment and Benchwork listed below. It
is the Tenant's responsibility to maintain, and service these items by
obtaining service contracts with qualified vendors. All costs associated
with the repair and maintenance of these items is Tenant's responsibility.
These conditions remain in effect throughout the term of the Lease.
a) Crystal Tips Ice Machine Model BRS-725
b) Bulk Gas Manifold with Distribution Lines
c) 4' Bench Top Fume Hood
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d) Sensaphone 1108 Monitor System
e) Laboratory Benchwork and Shelving with related fixtures
NOTE: The above items remain the properly of the Landlord.
17. QUIET ENJOYMENT
Landlord covenants that, upon payment of the rent herein provided and
performance by the Tenant of all other covenants herein contained, Tenant
shall and may peaceably and quietly have, hold and enjoy the Premises for
the term hereof and options.
18. SURRENDER OF PREMISES
Upon the expiration or termination of this Lease, Tenant shall quit and
surrender the Premises to the Landlord broom clean and shall remove all of
its property therefrom. If the removal of any such property shall result
in damaging the Premises, or leaving any holes in the floors, walls or
ceiling therein, the Tenant shall make the appropriate repairs with
Landlord approved building materials prior to the expiration of this
Lease. The obligation of this paragraph shall survive the termination of
the Lease.
19. INSURANCE
Tenant covenants and agrees to maintain and carry, at all times during the
term of this Lease, in companies qualified and authorized to transact
business in the State of Maryland, general liability insurance in amounts
of $500,000.00 per person, $1,000,000.00 per occurrence and $100,000.00
for damage to property on the Premises or arising out of the use thereof
by Tenant or its agents. All policies of insurance shall provide that they
may not be canceled, except on thirty (30) days written notice to
Landlord, and all such policies shall name Landlord as an additional
insured.
Prior to commencement, Tenant shall furnish Landlord with satisfactory
proof that the insurance herein provided for is at all times in full force
and effect. If either party hereto is paid any proceeds under any policy
of insurance naming such party as an insured on account of any loss,
damage or liability, then such party hereby releases the other party to
(and only to) the extent of the amount of such proceeds, from any and all
liability for such loss or damage, notwithstanding negligent or
intentionally tortuous act or omission of the other party, its agents or
employees; provided, such release shall be effective only as to a loss of
damage occurring while the appropriate policy of insurance of the
releasing party provides that such release shall not impair the
effectiveness of such policy or the insured's ability to recover
thereunder. Each party hereto shall use reasonable efforts to have a
clause to such effect included in its said policies, and shall promptly
notify the other in writing if such clause cannot be included in any such
policy.
20. INDEMNIFICATION
Tenant shall indemnify and hold harmless the Landlord from, and name
LANDLORD as additional insured on policy regarding, any and all liability,
damage, expense, cause of action, or claims arising out of injury to
persons or to property on the Premises, except for the negligence or
willful misconduct of Landlord, its agents, employees, or servants.
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21. DAMAGE BY FIRE OR CASUALTY
(a) If the Premises are damaged by fire or other casualty, but are not
thereby rendered untenantable in whole or in part, Landlord, at its
own expense, and subject to the limitations set forth in this Lease,
shall cause such damage to be repaired and the Minimum Rent and
Additional Rent shall not be abated.
If, by reason of any damage or destruction, the Premises shall be
rendered untenantable in whole or in part and cannot be repaired and
made tenantable within one hundred twenty (120) days after such
damage: (i) Landlord, at its option and its own expense, may cause
the damage to be repaired and the Minimum Rent and Additional Rent
shall be abated proportionately as to the portion of the Premises
rendered untenantable while it is untenantable; or (ii) Landlord
shall have the right, to be exercised by notice in writing delivered
to Tenant within thirty (30) days of the occurrence of such damage
or destruction, to terminate this Lease, whereupon the Minimum Rent
and Additional Rent shall be adjusted as of the date of such
termination.
(b) In the event that twenty-five percent (25%) or more of the rentable
floor area of the Building shall be damaged or destroyed by fire or
other cause, notwithstanding that the Premises may be unaffected by
such fire or other damage, Landlord shall have the right, to be
exercised by notice in writing delivered to Tenant within thirty
(30) days after such occurrence, to terminate this Lease. Upon the
giving of such notice, the Minimum Rent and Additional Rent shall be
adjusted as of the date of termination and This Lease shall
thereupon terminate.
22. ASSIGNMENT OR SUBLETTING
Tenant acknowledges that Landlord has entered into this Lease because of
Tenant's financial strength, goodwill, ability and expertise and that
accordingly, this lease is personal to Tenant. Taking this into
consideration, tenant shall not assign, mortgage, sublet, pledge or
encumber this Lease, in whole or in part, except with the written consent
of the Landlord, which shall not be unreasonably withheld or delayed.
Tenant agrees that, in the event of any such assignment or subletting,
Tenant shall nevertheless remain liable for the performance of all terms,
covenants, and conditions of this Lease.
In the event the Landlord consents to an assignment of the Lease, any
money or consideration to be paid to Tenant for the assignment shall be
paid to the Landlord as partial consideration for the Landlord's consent
to the assignment.
In the event the Landlord consents to a sublease of the Premises, or any
portion thereof, Tenant shall pay to the Landlord a sum equal to (1) any
money, rent or other consideration paid to the Tenant by any subtenant in
excess of the pro-rata portion of the rent for such space then being paid
by Tenant to Landlord under this Lease and (2) any other profit or gain
realized by the Tenant from such subletting. All sums payable hereunder by
Tenant shall be paid to Landlord as additional rent immediately upon the
receipt thereof by Tenant.
23. SUBORDINATION AND ATTORNMENT
This Lease shall be subject to and subordinate at all times to the lien of
any mortgage and/ or deeds of trust and all land leases now or hereafter
made on any portion of the Premises, and to all advances thereunder,
provided the mortgagee or trustee named in said mortgage or deed of trust
shall agree to recognize this
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Lease and agrees, in the event of foreclosure, not to disturb the Tenant's
possession hereunder, provided Tenant is not in default under this Lease.
This subordination shall be self-operative and no further instrument of
subordination shall be required.
If any proceedings are commenced to foreclose any mortgage or deed of
trust encumbering the Premises, Tenant agrees to attorn to the purchaser
at the foreclosure sale, if requested to do so by any such purchaser, and
to recognize such purchaser as the Landlord under this Lease, provided
purchaser shall agree that Tenant's rights hereunder shall not be
disturbed so long as Tenant has not committed any event of default as to
which the applicable cure period has expired.
24. CONDEMNATION
(a) If the whole of the Premises shall be taken by any public or
quasi-public authority under the power of eminent domain,
condemnation or conveyance in lieu thereof, then this Lease shall
terminate as of the date on which possession of the Premises is
required to be surrendered to the condemning authority and the
Tenant shall have no claim against Landlord or the condemning
authority for the value of the unexpired term of this Lease. Tenant
shall have the right to claim, however, the unamortized cost of any
improvements or additions made to the Premises by Tenant at its
cost, the value of any Tenant fixtures and furnishings and any
moving expenses.
(b) If a portion of the Premises shall be so taken or conveyed, and if
such partial taking or conveyance shall render the Premises
unsuitable for the business of the Tenant, then the term of this
Lease shall cease and terminate as of the date on which possession
of the portion of the Premises is surrendered to the condemning
authority, and Tenant shall have no claim against Landlord or the
condemning authority for the value of any unexpired term of this
Lease.
In the event such partial taking or conveyance is not extensive
enough to render the Premises untenantable for the business of
Tenant, this Lease shall continue in full force and effect, except
that the Minimum Rent shall be reduced in the same proportion that
the floor area of the Premises so taken or conveyed bears to such
floor area immediately prior to such taking or conveyance.
In the event of such partial taking and continuation of Lease,
Landlord shall promptly restore the Premises as nearly as practical
to the condition comparable to that which existed prior to the
condemnation.
25. EVENTS OF DEFAULT
The occurrence of any of the following shall constitute an event of
default hereunder:
(a) Failure of Tenant to pay installment of rent within five (5) days of
the due date, or failure of Tenant to pay within fifteen (15) days
after receipt of written notice any other sum herein required to be
paid by Tenant.
(b) Tenant's failure to perform any other covenant or condition of this
Lease within thirty (30) days after receipt of written notice and
demand, unless the failure is of such a character as to require more
than thirty (30) days to cure in which event Tenant's failure to
proceed diligently to cure such
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failure shall constitute an event of default.
26. LANDLORD'S REMEDIES
Upon the occurrence of any event of default, Landlord may, at Landlord's
sole option, exercise any or all of the following remedies, together with
any such other remedies as may be available to Landlord at law or in
equity.
(a) Landlord may terminate this Lease by giving Tenant written notice of
its election to do so, as of a specified date not less than thirty
(30) days after the date of the giving of such notice and this Lease
shall then expire on the date so specified, and Landlord shall then
be entitled to immediately regain possession of the Premises as if
the date had been originally fixed as the expiration date of the
term of this Lease. Landlord may then re-enter upon the Premises,
either with or without due process of law, and remove all persons
therefrom, the statutory notice to quit or any other notice to quit
being hereby expressly waived by Tenant. Tenant expressly agrees
that the exercise by Landlord of the right of re-entry shall not be
a bar to or prejudice in any way other legal remedies available to
Landlord. In that event, Landlord shall be entitled to recover from
Tenant as and for liquidated damages an amount equal to the rent and
additional rent reserved in this Lease less any and all amounts
received by Landlord from the rental of the Premises to another
tenant. Nothing herein contained, however, shall limit or prejudice
the right of Landlord to prove for and obtain as liquidated damages,
by reason of such termination, an amount equal to the maximum
allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which such damages are to be
proved, whether or not such amount may be greater, equal to, or less
than the amount of the difference referred to above, and the
Landlord may, in his own name, but as agent for Tenant, re-let the
Premises. Any recovery by the Landlord shall be limited to the rent
hereunder (plus any costs incurred in re-letting) less any rent
actually paid by the new tenant.
(b) No termination of this Lease or any taking of possession of the
Premises shall deprive Landlord of any of its remedies or actions
against Tenant for past or future rent, nor shall the bringing of
any action for rent or breach of covenant, or the resort to any
other remedy herein provided for the recovery of rent, be construed
as a waiver of the right to obtain possession of the Premises.
(c) In addition to any damages becoming due under this paragraph,
Landlord shall be entitled to recover from Tenant and Tenant shall
pay to Landlord an amount equal to all expenses, including
attorneys' fees, if any, incurred by the Landlord in recovering
possession of the Premises, and all reasonable costs and charges for
the care of said Premises while vacant, which damages shall be due
and payable by Tenant to Landlord at such time or times as such
expenses are incurred by the Landlord.
(d) In the event of a default or threatened default by Tenant of any of
the terms or conditions of this Lease, Landlord shall have the right
of injunction and the right to invoke any remedy allowed by law or
in equity as if no specific remedies of Landlord were set forth in
this Lease.
(e) If default be made and a compromise and settlement shall be had
thereupon, it shall not constitute a waiver of any covenant herein
contained, nor of the Lease itself.
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27. RIGHTS OF LANDLORD
Landlord reserves the following rights with respect to the Premises:
(a) During normal business hours, upon 24 hours notice, to go upon and
inspect the Premises, and at Landlord's option, to make repairs,
alterations and additions to the Premises or the Building of which
the Premises are a part, provided there is no interference with
Tenant's occupancy. An Agent of the Tenant may be present for
inspection, if requested by Tenant.
(b) To display, within sixty (60) days prior to the expiration of this
Lease or after notice from either party of intention to terminate
this Lease, a "For Rent" sign, and all of said signs which shall be
placed upon such part of the Premises as Landlord shall determine,
except on doors leading into the Premises. Prospective purchasers or
tenants authorized by Landlord may inspect the Premises during
normal business hours following adequate notice to Tenant.
(c) To install, place upon, or fix to the roof and exterior walls of the
Premises, equipment, signs, displays, antennae, and any other object
or structure of any kind, providing the same shall not materially
impair the structural integrity of the Building or interfere with
Tenant's occupancy.
28. HOLDING OVER
If Tenant holds possession of the Premises after the termination of this
Lease or any renewal or extension thereof, Tenant shall become a Tenant
from month to month at 150% of the then current escalated rental rate.
29. WAIVER OF CLAIMS
Except as may result from their negligence, Landlord and Landlord's
agents, employees, and contractors shall not be liable for, and Tenant
hereby releases all claims for, damages to persons or property sustained
by Tenant (or any person claiming through Tenant) resulting from any fire,
accident, occurrence or condition in or upon the Premises or Building,
including but not limited to such claims for damage resulting from (1) any
defect in or failure of plumbing, heating or air-conditioning equipment,
electric wiring or installation thereof, water pipes, stairs, railings or
walks; (2) any equipment or apparatus becoming out of repair; (3) the
bursting, leaking or running of any tank, washstand, water closet, waste
pipe, drain or any other pipe or tank, upon or about such building or
premises; (4) the backing up of any sewer pipe or downspout; (5) the
escape of steam or hot water; (6) water, snow or ice being upon or coming
through the roof or any other place upon or near the Building or Premises
or otherwise; (7) the falling of any fixtures, plaster or stucco; (8)
broken glass; and (9) any act or omission of occupants of adjoining or
contiguous property or buildings.
30. NOTICE
All notices required under this Lease shall be given in writing and shall
be deemed to be properly serviced if sent by certified or registered
United States Mail, postage prepaid, as follows:
If to the Landlord: RED GATE III LLC
00000 Xxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
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If to the Tenant: VANDA PHARMACEUTICALS, INC.
0000 Xxxxxxx Xxxxxx Xxxxx Xxxxx
000 Xxxxxxxxx, Xxxxxxxx 00000
or to such other address as either may have designated from time to time
by written notice to the other. The date of service of such notices shall
be the date such notices are deposited in any United Slates Post Office.
31. COVENANTS OF TENANT
Tenant covenants and agrees:
(a) To give to Landlord prompt written notice of any accident, fire, or
damage occurring on or to the Premises.
(b) To keep the thermostats in the Premises set at a temperature
sufficient to prevent freezing of water pipes, fixtures and HVAC
units.
(c) To keep the Premises clean, orderly, sanitary, and free from all
objectionable odors and from insects, vermin and other pests.
(d) To comply with the requirements of the State, Federal and County
statutes, ordinances, and regulations applicable to Tenant and its
use of the Premises, and to save Landlord harmless from penalties,
fines, costs, and expenses resulting from failure to do so, provided
Tenant shall not be obligated to make structural repairs or
alterations to so comply.
(e) Tenant shall promptly pay all contractors, suppliers of material and
persons it engages to perform work and provide materials for
construction work on the Premises so as to minimize the possibility
of a lien attaching to the Premises. Should any such lien be made or
filed, Tenant shall cause the same to be discharged and released of
record by bond or otherwise within ten (10) days of receipt of
written request from Landlord.
(f) Tenant is responsible for the security of the Premises.
32. LANDLORD'S RIGHT TO ALTER SITE PLAN
LANDLORD shall, from time to time, have the right to alter or modify the
site plan of the Building and to rearrange the driveways and parking
areas, as well as the entrance and exits to the Premises.
33. PARKING SPACES
LANDLORD agrees to furnish 3 1/3 unreserved parking spaces per thousand
square feet of space occupied by the TENANT.
34. ENTIRE AGREEMENT
This Lease contains the entire agreement of the parties. There are no oral
agreements existing between them.
35. SUCCESSORS AND ASSIGNS
This Lease, and the covenants and conditions herein contained shall inure
to the benefit of and be binding upon the Landlord, its successors and
assigns, and shall inure to the benefit of and be binding upon the Tenant,
its successors and assigns,
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if permitted.
36. BANKRUPTCY
If Tenant shall make an assignment of its assets for the benefit of
creditors, or if Tenant shall file a voluntary petition in bankruptcy, or
if any involuntary petition in bankruptcy or for receivership be
instituted against the Tenant and the same be not dismissed within thirty
(30) days of the filing thereof, or if Tenant shall be adjudged bankrupt,
then and in any of said events, this Lease shall immediately cease and
terminate at the option of the Landlord with the same force and effect as
though the date of said event was the date herein fixed for expiration of
the term of this Lease.
37. NON-DELIVERY
In the event the Landlord shall be unable to give possession of the
Premises because Human Genome Sciences, Inc., has not released the
Premises under the terms of their Lease or for any other cause reasonably
beyond the control of the Landlord, the Landlord shall not be liable to
Tenant for any damage resulting from failure to give possession.
38. PARTIAL INVALIDITY
If any term, covenant, or condition of this Lease or the application
thereof to any person or circumstance shall be held to be invalid and
unenforceable, the remainder of this Lease, and the application of such
terms, covenants, or conditions shall be valid and enforceable to the
fullest extent permitted by law.
39. FORCE MAJEUR
With the exception of those provisions contained herein regarding the
payment of rent, the inability of either party to perform any of the
terms, covenants or conditions of this Lease shall not be deemed a default
if the same shall be due to any cause beyond the control of that party.
40. ESTOPPEL CERTIFICATE
The Tenant shall from time to time, within five (5) days after being
requested to do so by the Landlord or any Mortgagee, execute, acknowledge
and deliver to the Landlord (or, at the Landlord's request, to any
existing or prospective purchaser, transferee, assignee or Mortgagee of
any or all of the Premises) an instrument in recordable form, certifying
(a) that this Lease is unmodified and in full force and effect (or, if
there has been any modification thereof, that it is in full force and
effect as so modified, stating therein the nature of such modification);
(b) as to the dates to which the Minimum Rent and other charges arising
hereunder have been paid; (c) as to the amount of any prepaid Rent or any
credit due to the Tenant hereunder; (d) that the Tenant has accepted
possession of the Premises, and the date on which the Term commenced; (e)
as to whether, to the best knowledge, information and belief of the signer
of such certificate, the Landlord or the Tenant is then in default in
performing any of its obligations hereunder (and, if so, specifying the
nature of each such default); and (f) as to any other fact or condition
reasonably requested by the Landlord or such other addressee. In the event
the Tenant fails or refuses to provide such a certificate, Tenant shall be
liable to Landlord for any loss or damage (including reasonable counsel
fees) arising out of or in connection with such failure or refusal.
PAGE 11
IN WITNESS WHEREOF, the parties have caused this Lease Agreement to be executed
on the year and date first written.
LANDLORD:
WITNESS: RED GATE III LLC
/s/ Xxxx X. Xxxxxxxxx /s/ Xxxxxxx X. Xxxxxxx
-------------------------- ----------------------------------
Xxxx X. Xxxxxxxxx By: Xxxxxxx X. Xxxxxxx
TENANT:
WITNESS: VANDA PHARMACEUTICALS, INC.
/s/ Xxxxxxxx Xxxxxxx /s/ X. X. Xxxxxxxxxxxxxx
-------------------------- ----------------------------------
Xxxxxxxx Xxxxxxx By: X. X. Xxxxxxxxxxxxxx
PAGE 12
[FLOOR PLAN]
