EXHIBIT 10.6
SECOND AMENDMENT TO LEASE
This Second Amendment to Lease ("SECOND AMENDMENT") is made as of
November 15, 2000, by and between ARE - 100 PHILIPS PARKWAY, LLC, a Delaware
limited liability company ("LANDLORD"), and MEMORY PHARMACEUTICALS CORP., a
Delaware corporation ("TENANT")
RECITALS
A. Landlord Is the landlord and Tenant is the tenant under a Lease
dated as of June 4, 1999, as amended by letter agreement dated June 16, 1999,
between Landlord and Tenant, and as further amended by that certain First
Amendment to Lease dated as of February 4, 2000, between Landlord and Tenant
(collectively the "LEASE"), under which Tenant leases approximately 32,000
rentable square feet of space in the building commonly known as 000 Xxxxxxx
Xxxxxxx, Xxxxxxxx, Xxx Xxxxxx. Capitalized terms used herein without definition
shall have the meanings defined for such terms in the Lease.
B. Landlord and Tenant desire to amend the Lease to expand the Premises
demised under the Lease by adding approximately 20,000 rentable square feet,
excluding the Mechanical Room, as defined below (the "EXPANSION SPACE")
generally located at the northeast end of the first floor of the building.
C. Landlord and Tenant desire to amend the Lease to, among other
things, add the Expansion Space to the Premises demised under the Lease and to
provide for the improvement of such space.
AGREEMENT
Now, therefore, the parties hereto agree that the Lease is hereby
amended as follows:
1. PREMISES. Landlord shall lease to Tenant, and Tenant shall lease from
Landlord, the Expansion Space, consisting of approximately 20,000 rentable
square feet in the Building (excluding the Mechanical Room, as defined below)
and depicted on EXHIBIT A, attached hereto and incorporated herein by this
reference. Following such Amendment, Tenant will lease approximately 52,000
rentable square feet in the Building and Tenant's Share shall be 70.27%. The
actual size of the Expansion Space shall be measured at such time as Landlord
and Tenant shall agree, in accordance with the 1996 Standard Method of Measuring
Floor Area in Office Buildings as adopted by the Building Owners and Managers
Association (ANSI/BOMA Z65.1-1996). The Rent payable hereunder, Tenant's Share
and the aggregate Tenant Improvement Allowance shall all be adjusted, if
required, on the basis of such measurement. Tenant shall have the right to use
156 parking spaces at the Project based upon Tenant's total Premises of
approximately 52,000 rentable square feet, subject to adjustment following any
measurement as provided above. Landlord agrees that it shall consider the
overall use of the Building as well as potential transmission of noise and
vibration into the Expansion Space in connection with its review and approval of
any tenant improvement plans for the remaining space in the Building of which
the Expansion Space is a part.
2. COMMENCEMENT AND TERM. The Lease of the Expansion Space shall commence on
November 15, 2000 (the "EXPANSION SPACE COMMENCEMENT DATE"), and shall expire
May 31, 2010 unless sooner terminated pursuant to the Lease; provided, however,
that if more than an average of $20 per rentable square foot of the Tenant
Improvement Allowance for the Expansion Premises is used by Tenant, the Term of
the Lease is hereby automatically extended to expire 10 years after the first
day of the first full month during which Tenant pays Base Rent based upon the
full amount of the Tenant Improvement Allowance so used by Tenant.
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3. RENT.
(a) Tenant shall pay Base Rent at the rate of $10.00 per
rentable square foot of the Expansion Space, which rent shall be
subject to periodic adjustment when and as provided in the Lease and
the First Amendment and shall be further subject to adjustment as
provided in Section 7 hereof. For purposes of the First Amendment, Base
Rent for the Expansion Space shall be increased to $13 per rentable
square foot effective as of January 1, 2004.
(b) Notwithstanding the above, no Base Rent shall be due
with respect to the Expansion Space for a period of one year after the
Expansion Space Commencement Date.
4. SECURITY DEPOSIT. Tenant shall within 3 business days of the date hereof
deliver to Landlord an additional deposit (the "SECURITY DEPOSIT") in the amount
of $130,000 as security for Tenant's performance under the Lease and this Second
Amendment. Such Security Deposit may be in the form of a Letter of Credit as
provided in the Lease and shall be held and applied as provided in the Lease.
5. UTILITIES. Tenant shall be entitled to use up to 800 amperes of the electric
service available for the portion of the Building which was not leased to Tenant
under the Lease. Any costs associated with the distribution of electric service
to and within the Expansion Space shall be a Tenant Improvement payable out of
the Tenant Improvement Allowance.
6. UTILITY ROOM. Landlord shall have the right to access the mechanical room
shown on Exhibit A located entirely within the Premises (the "MECHANICAL ROOM")
at all times immediately following oral notice to Tenant or any of Tenant's
employees or security personnel. Landlord shall further have the right to
install additional base building equipment in the Mechanical Room in Landlord's
sole discretion.
7. TENANT IMPROVEMENTS. Landlord shall make available to Tenant an allowance for
the Expansion Space (the "TENANT IMPROVEMENT ALLOWANCE") in the amount of $150
per rentable square foot of the Expansion Space, not to exceed an aggregate
Tenant Improvement Allowance of $3,000,000; provided that the Base Rent shall be
adjusted as provided in Section 4(a) of the Lease to the extent that Tenant uses
more than $20 per rentable square foot of the Expansion Premises of the Tenant
Improvement Allowance. Such Tenant Improvements shall be designed and
constructed pursuant to the Work Letter attached hereto as EXHIBIT B. The
Tenant Improvement Allowance may be used by Tenant only in connection with the
design and construction of improvements to the Expansion Space (the"TENANT
IMPROVEMENTS"); provided, however, that no disbursement of the Tenant
Improvement Allowance shall be made after December 31, 2003. Base Rent for the
Expansion Space shall be adjusted as provided in the Lease when and as the
Tenant Improvement Allowance is disbursed. If more than an average of $20 per
rentable square foot of the Expansion Premises is used by Tenant, the Term of
the Lease is hereby automatically extended to expire 10 years after the first
day of the first full month during which Tenant pays Base Rent based upon the
full amount of the Tenant Improvement Allowance so used by Tenant.
8. MISCELLANEOUS.
(a) This 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
with respect to the matters addressed herein. This Amendment may be
amended only by an agreement in writing, signed by the parties hereto.
(b) This 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.
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(c) This 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 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 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 Amendment. In the event of any conflict between the provisions of
this Amendment and the provisions of the Lease, the provisions of this
Amendment shall prevail. Whether or not specifically amended by this
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 Amendment.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, this Second Amendment to Lease has been duly
executed and delivered by Landlord and Tenant as of the date first above
written.
TENANT:
MEMORY PHARMACEUTICALS CORP.,
a Delaware corporation
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Its: Sr VP, CFO
LANDLORD:
ARE - 000 XXXXXXXX XXXXXXX, LLC,
a Delaware limited liability company
By: ALEXANDRIA REAL ESTATE EQUITIES, L.P., a
Delaware limited partnership, managing member
By: ARE-QRS CORP.,
a Maryland corporation,
general partner
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Its: Xxxxxxx X. Xxxxx
Senior Vice President
Real Estate Legal Affairs
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EXHIBIT A
DEPICTION OF THE EXPANSION PREMISES
AND MECHANICAL ROOM
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[FLOOR PLAN]
EXHIBIT B
WORK LETTER
THIS WORK LETTER dated as of November 15, 2000 (this "WORK LETTER") is
made and entered into by and between ARE- 000 XXXXXXX XXXXXXX, LLC, a Delaware
limited liability company ("LANDLORD"), and MEMORY PHARMACEUTICALS CORP., a
Delaware corporation ("TENANT"), and is attached to and made a part of the
Second Amendment to Lease dated November 15, 2000 (the "SECOND AMENDMENT"), by
and between Landlord and Tenant. Any initially capitalized terms used but not
defined herein shall have the meanings given them in the Second Amendment.
1. General Requirements
(a) Tenant's Authorized Representative. Tenant designates
Xxxxxx Xxxxxxx ("TENANT'S REPRESENTATIVE") as the only person
authorized to act for Tenant pursuant to this Work Letter. Landlord
shall not be obligated to respond to or act upon any request, approval,
inquiry or other communication ("COMMUNICATION") from or on behalf of
Tenant in connection with this Work Letter unless such Communication is
in writing from Tenant's Representative. Tenant may change Tenant's
Representatives at any time upon not less than 5 Business Days advance
written notice to Landlord. No period set forth herein for any approval
of any matter by Tenant's Representative shall be extended by reason of
any change in Tenant's Representative.
(b) Landlord's Authorized Representative. Landlord
designates Xxxxxxx Xxxxxxx and Xxxxxx Xxxxxxxx ("LANDLORD'S
REPRESENTATIVE") as the only persons authorized to act for Landlord
pursuant to this Work Letter. Tenant shall not be obligated to respond
to or act upon any request, approval, inquiry or other Communication
from or on behalf of Landlord in connection with this Work Letter
unless such Communication is in writing from Landlord's Representative.
Landlord may change Landlord's Representatives at any time upon not
less than 5 Business Days advance written notice to Tenant. No period
set forth herein for any approval of any matter by Landlord's
Representative shall be extended by reason of any change in Landlord's
Representative.
(c) Architects, Consultants and Contractors. The
architect ("ARCHITECT"), engineering consultants, design team, general
contractor ("CONTRACTOR") and all subcontractors' responsible for
construction of Tenant's Work, as defined below, shall be selected by
Tenant, and approved by Landlord in Landlord's reasonable discretion.
2. Tenant Improvements
(a) Tenant Improvements Defined. As used herein, "TENANT
IMPROVEMENTS" shall mean all improvements to the Expansion Space
desired by Tenant of a fixed and permanent nature. Other than providing
the TI Allowance hereunder, Landlord shall not have any obligation
whatsoever with respect to finishing the Premises for Tenant's use and
occupancy. The construction of the Tenant Improvements is herein
referred to as "TENANT'S WORK."
(b) Tenant's Space Plans. Tenant may, until June 30,
2003, prepare and submit for Landlord's review and approval schematic
drawings and outline specifications (the "DESIGN DRAWINGS") detailing
Tenant's requirements for the Tenant Improvements, which Tenant
Improvements shall be consistent with the Permitted Use. Not more than
10 Business Days after each such submission, Landlord shall deliver to
Tenant Landlord's reasonable written objections, questions or comments
with regard to the Design Drawings so submitted. Tenant shall cause the
Design Drawings to be revised to address such written comments and
shall resubmit said drawings to Landlord for approval. Such process
shall continue until Landlord
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has approved the Design Drawings. If any proposed work of improvement
set forth on the Design Drawings or any logical development of the
Design Drawings has an adverse impact on the structure or operational
efficiency of the Building or portions of the Building lying outside
the Premises, all costs of mitigating such adverse impacts shall be
paid from the TI Fund.
(c) Preliminary Plans. Following Landlord's approval of
the Design Drawings, Tenant shall prepare and submit for Landlord's
review and approval preliminary plans and specifications for Tenant's
Work (the "PRELIMINARY PLANS"). Landlord shall have the right to
approve or disapprove the Preliminary Plans, which approval shall not
be unreasonably withheld or delayed, provided, however, that except for
matters affecting the Structure, as defined below, and matters that do
not comply with all applicable building and land use laws, rules and
regulations, Landlord may not disapprove any matter that is consistent
with the Design Drawings. "Structure" shall mean: (i) structural
portions of the Building including exterior walls, roof, foundation or
the core of the Building, (ii) the exterior of the Building, or (iii)
any of the Building systems, including, without limitation, elevator,
plumbing, air conditioning, heating electrical, security, life safety
or power. Tenant shall cause the Preliminary Plans to be revised to
address such written comments and shall resubmit said drawings to
Landlord for approval. Such process shall continue until Landlord has
approved the Preliminary Plans. If Landlord fails to give written
notice of its approval or disapproval within 5 business days following
its receipt of the Preliminary Plans or any required modification or
amendment thereof, the same shall be deemed to have been approved by
Landlord. Tenant shall be solely responsible for ensuring that the
Preliminary Plans reflect Tenant's requirements for Tenant's Work.
(d) Final Plans and Specifications.
(i) Following Landlord's approval of the
Preliminary Plans, Tenant shall cause the Architect to prepare
and deliver to Landlord for review: (i) construction plans,
specifications and drawings for Tenant's Work ("CONSTRUCTION
DRAWINGS"), and (ii) a detailed cost estimate for Tenant's
Work broken down by trade (i.e., mechanical, electrical,
plumbing, etc.), unit prices for the items specified in the
Construction Drawings and a project construction schedule in a
format reasonably acceptable to both parties (collectively
such items listed in clauses (i) and (ii) are referred to
herein as the "CONSTRUCTION DATA"). Landlord shall have the
right to approve or disapprove the Construction Drawings,
which approval shall not be unreasonably withheld or delayed.
Landlord may participate in all design meetings with Tenant,
the Architect, Contractor and other design professional as
appropriate in the course of the development of the
Construction Data. Landlord shall deliver its approval or
disapproval of the Construction Drawings to Tenant not later
than 5 business days after Landlord's receipt of same. If
Landlord disapproves the Construction Drawings such
disapproval shall be accompanied by detailed written comments
setting forth the basis for such disapproval. Tenant and the
Architect shall, within 5 business days after receipt of
Landlord's disapproval of the Construction Drawings cause the
Construction Drawings to be redrafted to address such issues,
and shall resubmit them for Landlord's approval as described
herein until Landlord approves the Construction Drawings.
Tenant shall be solely responsible for ensuring that the
Construction Drawings reflect Tenant's requirements for the
Tenant Improvements.
(ii) Landlord shall have the right to disapprove
the Construction Drawings which: (i) do not comply with all
applicable building and land use laws, rules and regulations,
(ii) in Landlord's reasonable opinion, adversely impact the
Structure or (iii) are not consistent with the Preliminary
Plans.
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(iii) No Tenant's Work may begin until final cost
estimates for such Tenant's Work have been received and
reasonably approved by Landlord.
3. Performance of Tenant's Work.
(a) Commencement and Permitting of Tenant's Work. Tenant
shall commence construction of Tenant's Work upon obtaining all
applicable governmental approvals and a building permit authorizing the
construction of Tenant's Work (collectively, the "BUILDING PERMITS"),
which Building Permits shall be paid for out of the TI Fund (as defined
in Section 5.4 below), and shall diligently prosecute such construction
to Substantial Completion. Landlord shall assist Tenant in obtaining
the Building Permits.
(b) Completion of Tenant's Work. Tenant shall
substantially complete or cause to be substantially completed Tenant's
Work in a good and workmanlike manner, in accordance with the Building
Permits, subject to Minor Variations and normal "PUNCH LIST" items of a
non-material nature which do not interfere with the use of the Premises
("SUBSTANTIAL COMPLETION"). Upon the Substantial Completion of Tenant's
Work, Tenant shall require the Architect and the general contractor to
execute and deliver, for the benefit of Tenant and Landlord, a
Certificate of Substantial Completion in the form of the American
Institute of Architects document G704. For purposes of this Work
Letter, "MINOR VARIATIONS" shall mean any modifications reasonably
required: (i) to comply with all applicable Legal Requirements and/or
to obtain or to comply with any required permit (including the Building
Permits); (ii) to comply with any request by the Tenant for
modifications to Tenant's Work; (iii) to comport with good design,
engineering and construction practices which are not material; or (iv)
to make reasonable adjustments for field deviations or conditions
encountered during the construction of Tenant's Work.
(c) Construction Defects. Landlord shall have no
obligation or liability of any kind to remedy or cause any responsible
contractor to remedy: (i) any non-compliance of Tenant's Work with
Code, (ii) any claim that Tenant's Work was not completed substantially
in accordance with the Construction Drawings, or (iii) any other defect
in Tenant's Work (collectively a "CONSTRUCTION DEFECT"), other than to
cooperate, at no cost to Landlord with Tenant should Tenant elect to
pursue a claim against any such contractor, provided that Tenant
indemnifies and holds Landlord harmless from and against any liability,
loss, cost damage or expense in connection with any such claim. Tenant
shall be entitled to receive the benefit of all construction warranties
and manufacturer's equipment warranties relating to equipment installed
in the Premises.
4. Changes. If Tenant shall desire any change or series of
related changes to Tenant's Work the implementation of which is estimated to
change the Budget, as defined below by $25,000 or more (whether increasing or
decreasing the Budget) ("CHANGES"), Tenant shall notify Landlord in writing in
substantially the same form as the AIA standard change order form (a "CHANGE
REQUEST"), which Change Request shall detail the nature and extent of any such
Change. Such Change Request must be signed by Tenant's Representative. Landlord
shall approve or disapprove such Change Request within 5 Business Days of
receipt of such Change Request; provided, however that Landlord shall only
disapprove Change Requests which: (i) do not comply with all applicable building
and land use laws, rules and regulations, or (ii) in Landlord's reasonable
opinion, adversely impact the Structure. Before proceeding with any such Change
approved by Landlord, Tenant shall submit to Landlord in writing, within 10
Business Days of receipt of Landlord's approval of the Change Request (or such
longer period of time as is reasonably required depending on the extent of the
Change Request), an analysis of the additional cost or savings involved,
including, without limitation construction, material, architectural and
engineering costs and shall deposit with landlord, if applicable, any additional
Excess Costs resulting from such Change.
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5. Costs.
(a) Budget For Tenant Improvements. Before the
commencement of construction of Tenant's Work, Landlord shall be
provided a detailed breakdown, by trade, of the costs incurred or which
will be incurred, in connection with the design and construction of the
Tenant's Work (the "BUDGET"). The Budget shall be based upon the
Construction Drawings approved by Landlord and shall include a payment
to Landlord, of administrative rent equal ("ADMINISTRATIVE RENT") to 3%
of the Budget (but not to exceed $50,000) for monitoring and inspecting
the construction of Tenant's Work including but not limited to the
review of a drawings, plans specifications, permits, budgets, change
requests and other such Tenant required submittal relating to this Work
Letter, which sum shall be payable from the TI Fund. Such
Administrative Rent shall include, without limitation, all
out-of-pocket costs, expenses and fees incurred by or on behalf of
Landlord arising from, out of, or in connection with, such monitoring
of the construction of the Tenant's Work, and shall be payable out of
the TI Fund. If the Budget is greater than the TI Fund (as defined
below), Tenant shall deposit with Landlord the difference, in cash,
prior to the commencement of construction of the Tenant Improvements,
for disbursement by Landlord as described in Section 5(e).
(b). TI Allowance. Landlord shall provide to Tenant a
tenant improvement TI Allowance ("TI ALLOWANCE") in the amount of $150
per rentable square foot of the Expansion Space not to exceed an
aggregate Tenant Improvement Allowance of $3,000,000. Before commencing
any Tenant's Work, Tenant shall notify Landlord how much TI Allowance
Tenant has elected to receive from Landlord. Such election shall be
final and binding on Tenant, and may not thereafter be modified without
Landlord's consent, which may granted or withheld in Landlord's sole
and absolute discretion. The TI Allowance shall be disbursed by
Landlord in accordance with this Work Letter.
(c) Costs Includable in TI Fund. The TI Fund shall be
used solely for the payment of design and construction costs in
connection with the construction of the Tenant Improvements including,
without limitation, Tenant's project management and regulatory
consultants, the cost of preparing the Design Drawings, the Preliminary
Plans and the Construction Drawings, all costs set forth in the Budget,
including Landlord's Administrative Rent and the cost of Changes
(collectively, "COSTS"). Notwithstanding anything to the contrary
contained herein, the TI Fund shall not be used to purchase any
furniture, personal property or other non-building system materials or
equipment, including, but not be limited to, biological safety cabinets
and other scientific equipment not incorporated into the Improvements;
provided, however that Tenant may, at such time as Tenant may elect,
use up to $20,000 of the TI Allowance in the aggregate for the purpose
of installing conduit and wire (and/or reusing existing conduit and
wire) from the Project central mechanical/electrical room to the
demising wall of the Expansion Space. Landlord shall use reasonable
efforts to notify Tenant 30 days before commencement of construction of
tenant improvements for any third party in any portion of the remaining
space.
(d) Excess Costs. It is understood and agreed that
Landlord is under no obligation to bear any portion of the cost of any
of the Tenant Improvements except to the extent of the TI Allowance. If
at any time and from time-to-time, the remaining Costs under the Budget
exceed the remaining unexpended TI Fund ("EXCESS COSTS"), Tenant shall
pay 100% of all such Excess Costs until the remaining Costs under the
Budget are equal to or less than the remaining unexpended TI Allowance,
as a condition precedent to Landlord's funding the cost of any further
Tenant's Work. If Tenant fails to make any payment of Costs, or is late
in paying such Costs such that Landlord cures such default, Landlord
shall have all of the rights and remedies set forth in the Lease for a
Default thereunder (including, but not limited to, the right to
interest at the Default Rate on amounts so advanced), and for purposes
of any litigation instituted with regard to such amounts the same will
be considered Rent. Such Excess Costs together with the TI Allowance
are herein referred to as the "TI FUND." Notwithstanding
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anything to the contrary set forth in this Section, Tenant shall be
fully and solely liable for any costs of Tenant's Work in excess of the
TI Allowance.
(e) Payment for Tenant's Work. Not more than once a month
during the performance of any of Tenant's Work, upon submission of a
disbursement request in the form of Landlord's standard draw package,
which shall include American Institute of Architects document G702 and
G703, an Architect's certificate as to the work done, a notarized
certification from the Contractor, and such invoices and lien waivers
as Landlord shall require (the "DRAW PACKAGE"), all in form and
substance as Landlord shall reasonably require, Landlord shall make
disbursements to pay the then due costs of Tenant's Work as shown in
the approved Draw Package within 10 business days of receipt of the
complete Draw Package. Landlord shall have no obligation to make any
disbursements of the Tenant Improvement Allowance after December 31,
2003. Upon making any such disbursement of the Tenant Improvement
Allowance, Base Rent for the Expansion Space shall be adjusted as
provided in Section 7 of the Second Amendment.
6. Miscellaneous
(a) Consents. Whenever consent or approval of either
party is required under this Work Letter, that party shall not
unreasonably withhold, condition or delay such consent or approval,
except as may be expressly set forth herein to the contrary.
(b) Modification. No modification, waiver or amendment of
this Work Agreement or of any of its conditions or provisions shall be
binding upon Landlord or Tenant unless in writinq signed by Landlord
and Tenant.
(c) Counterparts. This Work Letter may be executed in any
number of counterparts but all counterparts taken together shall
constitute a single document.
(d) Governing Law. This Work Letter shall be governed by,
construed and enforced in accordance with the internal laws of the
state in which the Premises are located, without regard to choice of
law principles of such State.
(e) Time of the Essence. Time is of the essence of this
Work Agreement and of each and all provisions thereof.
(f) Default. Notwithstanding anything set forth herein or
in the Lease to the contrary, Landlord shall not have any obligation to
perform any work hereunder or to fund any portion of the TI Fund during
any period Tenant is in Default under the Lease.
(g) Severability. If any term or provision of this Work
Letter is declared invalid or unenforceable, the remainder of this
Work Letter shall not be affected by such determination and shall
continue to be valid and enforceable.
(h) Merger. All understanding and agreements, oral or
written, heretofore made between the parties hereto and relating to
Landlord's Work are merged in this Work Letter which alone (but
inclusive of provisions of the Lease incorporated herein and the final
approved constructions drawings and specifications prepared pursuant
hereto) fully and completely expresses the agreement between Landlord
and Tenant with regard to the matters set forth in this Work Letter.
(i) Entire Agreement. This Work Letter is made as a part
of and pursuant to the Lease and, together with the Lease, constitutes
the entire agreement of the parties with respect to the subject matter
hereof. This Work Letter is subject to all of the terms and
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imitation set forth in the Lease, and neither party shall have any
rights or remedies under this Work Letter separate and apart from their
respective remedies pursuant to the Lease.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Work Letter
to be effective on the date first above written.
TENANT:
MEMORY PHARMACEUTICALS CORP.,
a Delaware corporation
By: /s/ Xxxxxx Xxxxxxx
--------------------
Its: Sr VP, CFO
LANDLORD:
ARE - 000 XXXXXXXX XXXXXXX, LLC,
a Delaware limited liability company
By: ALEXANDRIA REAL ESTATE EQUITIES, L.P., a
Delaware limited partnership, managing member
By: ARE-QRS CORP.,
a Maryland corporation,
general partner
By: /s/ Xxxxxxx X. Xxxxx
-------------------------
Its: Xxxxxxx X. Xxxxx
Senior Vice President
Real Estate Legal Affairs
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