GUARANTY OF LEASE
10.80a
FOR
V ALUE
RECEIVED, and in consideration for, and as an inducement to Oxbridge Development
at Crown Pointe, L.C., a Maryland limited liability company, to consent to
an
assignment by merger of the lease for space at 000 Xxxxxxxxxxxx Xxxxx,
Xxxxxxxxxxxx, Xx. 00000 dated as of June 22, 2001, as amended September 25,
2001
and as further amended in January, 2003 (such amendment being signed by Xxxxxx
Xxxxx on behalf of the then tenant on January 21, 2003 and last initialed by
Landlord on January 24, 2003) (the "Lease"), in which it is "Landlord" to GLA
II
Corp., a Delaware corporation (to be renamed TherImmune Research Corporation
at
the time of the merger) (“Tenant"), a wholly-owned subsidiary of the undersigned
and successor in interest by merger to TherImmune Research Corporation, a
Maryland corporation, the original tenant under the Lease, the undersigned,
whether one or more, jointly and severally do hereby unconditionally guarantee
to Landlord (i)l the punctual and full payment of all rents of every kind,
additional rents and all other charges to be paid by Tenant under the Lease
and
(ii) the full and timely performance and observance of all the covenants,
conditions, and agreements to be performed and observed by Tenant under the
Lease. The undersigned shall indemnify, defend and hold harmless Landlord and
its affiliates from any loss, damages or costs (including without limitation,
the reasonable fees of Landlord's attorneys and court costs, but excluding
any
indirect, consequential, exemplary or punitive damages) arising out of any
failure to pay the aforesaid rents and other charges or the failure to perform
any of the aforesaid covenants, conditions and agreements under the Lease,
except to the extent arising out of the negligence or intentional misconduct
of
Landlord or its agents or property manager. The undersigned further expressly
agree that the validity of this Lease and the obligations of the undersigned
hereunder shall in no way be terminated, affected or impaired by reason of
any
forbearances, settlements or compromises between Landlord and Tenant or the
relief of Tenant from any of Tenant's obligations under the Lease by operation
of law, such as the rejection or assignment of the Lease in connection with
proceedings under any present or future provision of the federal Bankruptcy
Act,
or any similar law or statute of the United States or any state
thereof.
The
undersigned further covenant and agree that this Guaranty of Lease shall be
and
remain in full force and effect as to any renewal, modification or extension
of
the Lease, whether or not known to or approved by the undersigned, but this
Guaranty shall not remain in effect if the Tenant's interest in the Lease is
assigned, with Landlord's written consent, to a third party which is not owned
and controlled by the undersigned. In the event of any termination of the Lease
by Landlord, the undersigned's liability hereunder shall not be terminated,
but
the undersigned shall be and remain fully liable for the performance of the
Tenant's obligations, if any, under the Lease. If the undersigned shall,
directly or indirectly, advance .any sums to Tenant, such sums and indebtedness
shall be subordinate in all respects to the amounts then and thereafter due
and
owing by Tenant under the Lease.
Wherever
reference is made to the liability of Tenant in the Lease, such reference shall
he deemed likewise to refer to the undersigned, jointly and severally, with
Tenant. The liability of the undersigned for the obligations of Tenant under
the
Lease shall be primary, absolute and unconditional. In any right of action
which
shall accrue to Landlord under the Lease, Landlord may, at Landlord's option,
proceed against any one or more of the undersigned and/or Tenant, jointly or
severally, and .may proceed against any one or more of the undersigned without
having demanded performance of, commenced any action against or having obtained
any judgment against Tenant The undersigned hereby expressly waive: (i) notice
of acceptance of this Guaranty of Lease and of presentment, demand and protest;
and (ii) notice to the undersigned of any default hereunder or under the Lease;
provided, however that this waiver shall not constitute a waiver of any
obligation of the Landlord pursuant to the Lease to give Tenant notice and
an
opportunity to cure defaults under the Lease. This Guaranty of Lease is a
guaranty of payment and not a guaranty of collection. The undersigned agree
that
in the event this Guaranty of Lease shall be enforced by suit or otherwise,
and
the Landlord shall prevail in any such action, the undersigned will reimburse
the Landlord, upon demand, for an expenses incurred in connection therewith,
including, without limitation, reasonable attorneys' fees.
The
undersigned hereby waive, to the maximum extent permitted bylaw, any statute.
of
limitations affecting the enforcement of this Guaranty of Lease.
THE
UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT
TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS GUARANTY OF LEASE OR ANY DOCUMENTS CONTEMPLATED
TO BE
EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE UNDERSIGNED OR LANDLORD
ARISING OUT OR RELATED IN ANY MANNER WITH THIS GUARANTY OF LEASE (INCLUDING
WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS GUARANTY OF LEASE
OR
ANY CLAIMS OR DEFENSES ASSERTING THAT THIS GUARANTY OF LEASE WAS FRAUDULENTLY
INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT
FOR LANDLORD TO CONSENT TO THE ASSIGNMENT OF THE LEASE AS DESCRIBED
ABOVE.
The
undersigned hereby assign to Landlord any rights the undersigned may have to
file a claim and proof of claim in any bankruptcy or similar proceeding of
Tenant and any awards of payments thereon to which the undersigned would
otherwise be entitled.
It
is
further agreed that all of the terms and provisions hereof shall inure to the
benefit of and may be enforced by the respective heirs, executors, successors
and assigns of Landlord and the holder of any mortgage to which the Lease may
be
subject and subordinate from time to time, and shall be binding upon the
respective heirs, executors, successors and assigns of the undersigned. Landlord
may, without notice, assign this Guaranty of Lease (in connection with the
assignment of the Lease), and no such assignment shall increase or diminish
the
undersigned's liability under this Guaranty of Lease.
In
the
event more than one person or entity executes this Guaranty of Lease, the
liability of such signatories hereunder shall be joint and several. In the
event
only one person or entity executes this Guaranty of Lease, an provisions hereof
which refer to more than one guarantor shall be automatically modified to refer
to only one guarantor, and otherwise this Guaranty of Lease shall remain
unmodified and in full force and effect
It
is
understood that other agreements similar to this Guaranty of Lease may, at
Xxxxxxxx's sole option and discretion, be executed by other persons with respect
to the Lease. This Guaranty of Lease shall be cumulative of any such agreements
and the liabilities and obligations of the undersigned hereunder shall in no
event be affected or diminished by reason of such other agreements. Moreover,
in
the event Landlord obtains the signature of more than one guarantor on this
Guaranty of Lease or obtains additional guarantee agreements, or both, the
undersigned agree that Landlord, in Landlord's sole discretion, may (i) compound
or settle with anyone or more of the guarantors for such consideration as
Landlord may deem proper, and (ii) release one or more of the guarantors from
liability. The undersigned further agree that no such action shall impair the
rights of Landlord to enforce the Lease against any remaining guarantor or
guarantors, including the undersigned.
The
undersigned agree to execute and deliver to Landlord, from time to time, upon
ten (10) business days notice from Landlord, a certificate addressed to
Landlord, any mortgagee or prospective mortgagee, or any prospective purchase,
certifying (i) that this Guaranty of Lease is unmodified and in full force
and
effect and (ii) to such other matters as Landlord may reasonably
request.
If
any
provision of this Guaranty of Lease or the application thereof to any person
or
circumstance shall, for any reason and to any extent, be invalid or
unenforceable, the remainder of this Guaranty of Lease and the application
of
that provision to other persons or circumstances shall not be affected but
rather shall be enforced to the fullest extent permitted by law.
If
the
undersigned is a corporation (including any form of professional association),
then each individual executing or attesting this Guaranty of Lease on behalf
of
such corporation covenants, warrants and represents that he or she is duly
authorized to execute or attest and deliver this Guaranty of Lease on behalf
of
such corporation. If the undersigned is a partnership (general or limited)
or
limited liability company, then each individual executing this Guaranty of
Lease
on behalf of the partnership or company hereby covenants, warrants and
represents that he or she is duly authorized to execute and deliver this
Guaranty of Lease on behalf of the partnership or company in accordance with
the
partnership agreement or membership agreement, as the case may be, or an
amendment thereto, now in effect.
This
Guaranty of Lease shall be governed by the Jaws of the State of Maryland,
exc1uding choice of laws principles.
EXECUTED
UNDER XXXX as of the 1st day of April 2003
| GUARANTOR: | ||||
| GENE LOGIC INC., a Delaware corporation | ||||
|
|
By:
|
/s/
Xxxxxx X. Xxxxxx, Xx.
|
|
|
|
Name:
|
Xxxxxx
X Xxxxxx, Xx.
|
|
|
|
Title:
|
Chief
Financial Officer
|
|
