FIRST AMENDMENT TO LEASE
EXHIBIT
10.11.2
FIRST AMENDMENT TO LEASE
This First Amendment (this “First Amendment”) to Lease is made as of November 29, 2001, by and
between XXX-00000/0000 XXXXXXXXXX QUINCE ORCHARD, LLC, a Delaware limited liability company, having
an address at 000 Xxxxx Xxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000 (“Landlord”), and
IOMAI CORPORATION, a Delaware Corporation, having an address at 00 Xxxxxxxxxx Xxxx, Xxxxxxxxxxxx,
Xxxxxxxx 00000 (“Tenant”). Any initially capitalized terms used but not defined herein shall have
the meanings given to them in the Lease (as hereinafter defined).
RECITALS
A. Landlord and Tenant have entered into that certain Lease (the “Lease”) dated as of
December 18, 2000 (the “Lease”), wherein Landlord leased to Tenant certain premises (the “Premises”) located
at 00 Xxxxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx and legally described on Exhibit A attached
hereto, and more particularly described in the Lease.
B. Tenant has requested, and Landlord has agreed, to create an option to expand the Premises
demised under the Lease by leasing an additional 5,529 rentable square feet (the “Expansion Space”)
in the portion of the Project known as the “Tenant C” space, which option shall be exercised within
ninety (90) days of the date hereof.
C. Landlord and Tenant desire to amend the Lease to, among other things, provide for the
option to expand the Premises demised under the Lease to include the Expansion Space.
AGREEMENT
Now, therefore, the parties hereto agree that the Lease is amended as follows:
1. Option. For the period of time beginning on December 1, 2001 and ending no later than
February 28, 2002, (the “Option Term”), Tenant shall have the exclusive option (the “Option”) to
lease the Expansion Space, consisting for all purposes of this First Amendment, of 5,529 rentable
square feet known within the Project as the “Tenant C” space, as such Expansion Space is more fully
described on Exhibit B attached hereto and incorporated herein by this reference.
Commencing on December 1, 2001 and continuing on the first day of each month thereafter until the
Option is terminated, Tenant shall pay Landlord an option fee in the amount equal to $4,607.50,
which fee in the aggregate shall not exceed $13,822.50.
In the event that Tenant desires to exercise the Option, Tenant shall deliver to Landlord
during the Option Term written notice (the “Option Notice”) of Tenant’s intent to lease the
Expansion Space. In the event Tenant elects to exercise the Option, Tenant and Landlord shall
negotiate in good faith, within fifteen (15) days of Landlord’s receipt of the Option Notice, a
written amendment to the Lease (the “Expansion Amendment”) based on the terms of the Letter of
Intent (as defined below). In all other respects, this Lease shall remain in full force and effect,
and shall then apply to the, Expansion Space.
2. Termination of Option. The Option shall terminate upon the earlier of (i) December 31,
2001 or January 30, 2002 following ten (10) days prior written notice to, Landlord by Tenant or
(ii) February 28, 2002.
3. Letter of Intent. Immediately following the execution of this First Amendment, Landlord
and Tenant shall use commercially reasonable efforts to negotiate and reach agreement upon, a
letter of intent outlining the terms and conditions governing the Expansion Amendment (the “Letter
of Intent”), which Letter of Intent shall become effective immediately upon Tenant’s delivery of
the Option Notice. Notwithstanding the terms of Sections 1 and 2 above, if the parties have not
reached agreement on the Letter of Intent on or before February 28, 2002, the Option shall
terminate as of such date regardless of whether Tenant has delivered the Option Notice to Landlord.
4. Miscellaneous.
(a) This First Amendment is the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and
discussions. This First Amendment may be amended only by an agreement in writing, signed by the
parties hereto.
(b) This First Amendment is binding upon and shall inure to the benefit of the parties hereto,
their respective agents, employees, representatives, officers, directors, divisions, subsidiaries,
affiliates, assigns, heirs, successors in interest and shareholders.
(c) This First Amendment may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which when taken together shall constitute one and the same
instrument. The signature page of any counterpart may be detached therefrom without impairing the
legal effect of the signature(s) thereon provided such signature page is attached to any other
counterpart identical thereto except having additional signature pages executed by other parties to
this First Amendment attached thereto.
(d) Landlord and Tenant each represent and warrant that it has not dealt with any broker,
agent or other person (collectively “Broker”) in connection with this transaction, and that no
Broker brought about this transaction. Landlord and Tenant each hereby agree to indemnify and hold
the other harmless from and against any claims by any Broker claiming a commission or other form of
compensation by virtue of having dealt with Tenant or Landlord, as applicable, with regard to this
leasing transaction.
(e) Except as amended and/or modified by this First Amendment, the Lease is hereby ratified
and confirmed and all other terms of the Lease shall remain in full force and effect, unaltered and
unchanged by this First Amendment. In the event of any conflict between the provisions of this
First Amendment and the provisions of the Lease, the provisions of this First Amendment shall
prevail. Whether or not specifically amended by this First Amendment, all of the terms and
provisions of the Lease are hereby amended to the extent necessary to give effect to the purpose
and intent of this First Amendment.
(Signatures on Next Page)
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
TENANT: IOMAI CORPORATION, a Delaware corporation |
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| By: | /s/ Xxxxxx Xxxxx | |||
| Its | /s/ VP Operations | |||
| LANDLORD: | ||||
| ARE-20/22/1300 FIRSTFIELD QUINCE ORCHARD, LLC, a Delaware corporation |
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| By: | /s/ ARE-GP/VI Holdings QRS Corp., a Delaware Corporation |
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| By: | /s/ Xxxxxx X. Xxxxx | |||
| XXXXXX X. XXXXX SENIOR VICE PRESIDENT BUSINESS DEVELOPMENT & LEGAL AFFAIRS |
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EXHIBIT A
All that lot or parcel of land located in the 9th Election District of Xxxxxxxxxx County,
Maryland and described as follows:
Lot numbered Three (3) in Block lettered “C” in a subdivision known as “Diamond Farms” as per plat
thereof recorded in Plat Book 107 at Plat 12466, among the Land Records of Xxxxxxxxxx County,
Maryland.
Parcel ID No.: 9-206-1901181
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