EXHIBIT 10.3
SECOND AMENDMENT TO
RADNOR TECHNOLOGY AND RESEARCH CENTER
OFFICE AND CAFETERIA LEASE
THIS SECOND AMENDMENT TO RADNOR TECHNOLOGY AND RESEARCH CENTER OFFICE AND
CAFETERIA LEASE (this "Amendment") is entered into as of this 19th day of April,
2005, by and between BMR-145 KING OF PRUSSIA ROAD LP, a Delaware limited
partnership formerly known as Radnor Properties-145 KOP, L.P. ("Landlord"),
whose address is c/o BioMed Realty, L.P., 00000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx
000, Xxx Xxxxx, Xxxxxxxxxx 00000; and CENTOCOR, INC., a Pennsylvania corporation
("Tenant"), whose address is 000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx, XX 00000.
RECITALS
WHEREAS, Landlord and Tenant entered into that certain Radnor Technology
and Research Center Office and Cafeteria Lease dated as of June 21, 2002 (the
"Original Lease"), as amended by that certain First Amendment to Lease dated as
of January 19, 2004 (collectively, the "Amended Lease"), pursuant to which
Tenant is presently in possession of the Demised Premises containing twenty-one
thousand five hundred (21,500) rentable square feet of space (the "Original
Premises") located on the first (1st) floor (the "First Floor") of the Building
(hereinafter referred to as "Building 1"); and
WHEREAS, Tenant desires to lease an additional fifty-seven thousand three
hundred eighty (57,380) rentable square feet located on the Second Floor and
Third (3rd) floor (the "Third Floor") of Building 1 (the "Building 1 Additional
Premises") and twenty-two thousand two hundred eighty-seven (22,287) rentable
square feet (the "Building 2 Additional Premises" and, together with the
Building 1 Additional Premises, the "Additional Premises") located on the court
level (the "Court Level") of the building commonly known as Building 2
("Building 2"), which Additional Premises are more particularly delineated on
the site plan attached hereto as Exhibits A1- A4 and made a part hereof.
Landlord is willing to lease the Additional Premises to Tenant, subject to the
terms and conditions hereof.
AGREEMENT
NOW, THEREFORE, Landlord and Tenant, in consideration of the mutual
promises contained herein and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, and intending to be
legally bound, agree as follows:
1. CAPITALIZED TERMS. Capitalized terms not otherwise defined herein shall
have their respective meanings given in the Amended Lease.
2. TERM. Landlord, for a term (the "Additional Premises Term") commencing
on May 1, 2005 (the "Additional Premises Commencement Date"), and expiring on
March 31, 2010, leases to Tenant, and Tenant leases from Landlord, the
Additional Premises, on the terms and conditions contained in this Amendment.
Upon receipt by Landlord of a fully executed original of this Amendment,
Landlord shall deliver the Additional Premises to Tenant.
3. ADDITIONAL PREMISES. From and after the date hereof, except as
otherwise specifically set forth herein, the Additional Premises shall
constitute a part of the Demised Premises under the Lease and, unless expressly
set forth herein to the contrary, all of the terms and conditions set forth in
the Lease shall apply to the Additional Premises.
4. EARLY OCCUPANCY. Tenant may occupy any of the Additional Premises for
the purpose of conducting Tenant's business therein prior to the Additional
Premises Rent Commencement Date (as defined below) without incurring any
obligation to pay the Additional Premises Minimum Rent (as defined below) set
forth in Section 5 below prior to the Additional Premises Rent Commencement
Date; provided, however, that Tenant shall be responsible for the payment of all
utilities, Taxes, Operating Expenses, repairs and any other costs involved in
operating, occupying and maintaining the Additional Premises from and after the
date that Landlord delivers the Additional Premises to Tenant in accordance with
Section 2.
5. RENT.
(a) Minimum rent for the Additional Premises ("Additional Premises
Minimum Rent") shall commence on May 1, 2005 (the "Additional Premises Rent
Commencement Date"), and accrue during the Additional Premises Term as follows:
(i) With regard to the Building 1 Additional Premises:
RATE PER
RENTABLE SQUARE
DATES FOOT MONTHLY MINIMUM RENT ANNUAL MINIMUM RENT
------------------------------ --------------- -------------------- -------------------
May 1, 2005 - March 31, 2006 $16.50 $78,897.50 $946,770.00
April 1, 2006 - March 31, 2007 $16.50 $78,897.50 $946,770.00
April 1, 2007 - March 31, 2008 $16.50 $78,897.50 $946,770.00
April 1, 2008 - March 31, 2009 $16.75 $80,092.92 $961,115.04
April 1, 2009 - March 31, 2010 $17.25 $82,483.75 $989,805.00
(ii) With regard to the Building 2 Additional Premises:
RATE PER
RENTABLE SQUARE
DATES FOOT MONTHLY MINIMUM RENT ANNUAL MINIMUM RENT
------------------------------ --------------- -------------------- -------------------
May 1, 2005 - March 31, 2006 $16.50 $30,644.63 $367.735.56
April 1, 2006 - March 31, 2007 $16.50 $30,644.63 $367.735.56
April 1, 2007 - March 31, 2008 $16.50 $30,644.63 $367.735.56
April 1, 2008 - March 31, 2009 $16.75 $31,108.94 $373,307.28
April 1, 2009 - March 31, 2010 $17.25 $32,037.56 $384,450.72
Tenant shall pay Additional Premises Minimum Rent during the
Additional Premises Term in advance in the monthly installments as set forth
above, the first installment to be payable upon the execution of this Amendment,
and subsequent installments to
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be payable on the first (1st) day of each successive month of the Additional
Premises Term following the Additional Premises Rent Commencement Date.
(b) As of the Additional Premises Commencement Date, Tenant's
Proportionate Share of (i) Building 1 shall be one hundred percent (100%), (ii)
Building 2 shall be thirty-four and one thousand four hundred twenty-seven ten
thousandths percent (34.1427%) and (iii) Buildings 1, 2 and 3 and the storage
and maintenance buildings located in the Center shall be fifty-one and three
hundred seventy-three ten thousandths percent (51.0326%) (i.e., thirty-nine and
seven thousand nine hundred thirty-eight ten thousandths percent (39.7902%) with
respect to the Demised Premises in Building 1 and eleven and two thousand four
hundred thirty-five ten thousandths percent (11.2424%) with respect to the
Demised Premises in Building 2). From and after the Additional Premises
Commencement Date, Tenant shall pay Tenant's Share of Taxes and Operating
Expenses and Tenant's Estimated Share with regard to Xxxxxxxx 0, Xxxxxxxx 0 and
the Center, in accordance with the terms of the Lease. The number "78,535" in
Section 4.1(D) of the Original Lease is hereby replaced with "78,880", and the
number "65,603" in Section 4.1(D) of the Original Lease is hereby replaced with
"65,276".
(c) As of the Additional Premises Rent Commencement Date, Tenant
shall pay, with regard to the Demised Premises, Tenant's Share of Taxes and
Operating Expenses, utilities, repairs, maintenance and other charges required
under the Amended Lease (collectively, "Additional Rent"); provided, however,
that if Tenant begins to use the Additional Premises or any portion thereof to
conduct Tenant's business prior to the Additional Premises Rent Commencement
Date, Tenant shall be required to pay Additional Rent with regard to the
Additional Premises beginning on the date Tenant begins such use.
6. USE OF ADDITIONAL PREMISES. Tenant shall use the Additional Premises
for general office and cafeteria uses only, and for those uses incidental
thereto.
7. NON-INTERFERENCE BY TENANT. Notwithstanding anything in the Amended
Lease or this Amendment to the contrary, Tenant may not interfere with or
disturb with the existing egress corridor or the proposed egress corridor (shown
on Exhibit B hereto) located or to be located on the Court Level. Landlord and
Tenant agree to cooperate with each other in good faith to satisfy any
conditions that might be imposed by Radnor Township, any other governmental
authority or Governmental Requirements with regard to further modifications to
the Court Level.
8. PARKING. In addition to the Non-Reserved Spaces granted to Tenant in
the Amended Lease, Tenant shall have the free, non-exclusive use of an
additional one hundred sixty (160) Non-Reserved Spaces for Tenant, Tenant's
employees, Tenant's business invitees and Tenant's agents. All of the terms and
conditions set forth in Section 1.5 of the Original Lease shall apply to the
Non-Reserved Spaces granted to Tenant herein.
9. "AS IS"/"WHERE IS". Tenant represents that the Additional Premises, and
the street or streets, sidewalks, parking areas, curbs and access ways adjoining
them, and the present uses and non-uses thereof, have been examined by Tenant,
and Tenant accepts them in the condition and state in which they now are or any
of them now is, without relying on any representation, covenant or warranty,
express or implied, by Landlord. Tenant specifically agrees to accept the
Additional Premises in their "As Is," "Where Is" condition, without any
obligation on the part of
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Landlord to perform any alterations, improvements, redecorating or other work
therein. The provisions of this Section 9 shall survive the expiration or
earlier termination of the Lease.
10. RENEWAL OPTION. If Tenant exercises its option to extend the term of
the Amended Lease pursuant to Section 30 of the Original Lease, then Tenant must
also elect to extend the term of the Lease for the Additional Premises beyond
March 31, 2010, and in the event Tenant properly exercises the Renewal Option,
such extension as to the Additional Premises shall be on the same terms and
conditions that are set forth in such Section 30 (as amended). Notwithstanding
the provisions of such Section 30, the minimum annual rental rate during the
renewal term for the Additional Premises shall be a continuing increase of
seventy-five cents ($0.75) per rentable square foot per annum over the previous
annual minimum rent starting with the last year of the Additional Premises Term.
11. SIGNS. Tenant shall not be entitled to further signage, other than
that currently existing on the Land pursuant to the terms of the Amended Lease.
12. BROKER. Tenant represents and warrants that it has not dealt with any
broker or agent in the negotiation for or the obtaining of this Amendment, other
than The Xxxxxxxxxx Brokerage Group, Inc. ("Broker"), and agrees to indemnify,
defend and hold Landlord harmless from any and all cost or liability for
compensation claimed by any such broker or agent, other than Broker, employed or
engaged by Tenant or claiming to have been employed or engaged by Tenant. Broker
is entitled to a leasing commission in connection with the making of this
Amendment, and Landlord shall pay such commission to Broker pursuant to a
separate agreement between Landlord and Broker.
13. CONFESSION OF JUDGMENT. Section 12.7 of the Original Lease is hereby
deleted in its entirety, and shall be of no further force or effect.
14. NO DEFAULT. Tenant represents, warrants and covenants that Tenant and,
to the best of Tenant's knowledge, Landlord are not in default of any of their
respective obligations under the Amended Lease and that no event has occurred
that, with the passage of time or the giving of notice, or both, would
constitute a default by either Landlord or Tenant thereunder.
15. EFFECT OF AMENDMENT. Except as modified by this Amendment, the Amended
Lease and all the covenants, agreements, terms, provisions and conditions
thereof shall remain in full force and effect and are hereby ratified and
affirmed. The covenants, agreements, terms, provisions and conditions contained
in this Amendment shall bind and inure to the benefit of the parties hereto and
their respective successors and, except as otherwise provided in the Amended
Lease, assigns. In the event of any conflict between the terms contained in this
Amendment and the Amended Lease, the terms herein contained shall supersede and
control the obligations and liabilities of the parties. The term "Lease" shall
hereinafter be deemed to refer to the Amended Lease, as further amended by this
Amendment.
16. MISCELLANEOUS. This Amendment shall become effective only upon
execution and delivery hereof by each of Landlord and Tenant. The captions of
the Sections in this Amendment are for convenience only and shall not be given
any effect when construing the provisions hereof.
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IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands as
of the date and year first above written, and acknowledge the one to the other
that they possess the requisite authority to enter into this transaction and to
execute this Amendment.
WITNESS: LANDLORD:
XXX-000 XXXX XX XXXXXXX XXXX XX,
Xx: BMR-145 KING OF PRUSSIA
ROAD GP LLC
Its General Partner
/s/ XXXXX X. XXXXXXXX By: /s/ XXXX X. GOLD
--------------------------- --------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxx X. Gold
Its: President and CEO
WITNESS: TENANT:
CENTOCOR, INC.
/s/ XXXX XXXXXXXXX By: /s/ XXXXXXX X. XXXXXX
--------------------------- --------------------------
Name: Xxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxx
Its: VP, Finance
