LEASE
BETWEEN
SLOUGH ESTATES CANADA LIMITED
(The Landlord)
and
HAEMACURE CORPORATION
&
HAEMACURE BIOTECH INC.
(The Tenant)
BLDG NO: 1601 UNIT NO: 1
Address: 00000 Xx. Xxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxx
Multi-Tenant Industrial Lease
Table of Contents
ARTICLE 1 INTENT OF LEASE.....................................................1
1.1 Intent of Lease.....................................................1
ARTICLE 2 LEASE AND POSSESSION OF THE LEASED PREMISES.........................1
2.1 Lease of Premises...................................................1
2.2 Possession..........................................................2
ARTICLE 3 TERM OF LEASE.......................................................2
3.1 Commencement Date...................................................2
ARTICLE 4 MINIMUM RENT........................................................2
4.1 Rental..............................................................2
4.2 Place of Payment....................................................3
4.3 Late Payment........................................................3
ARTICLE 5 OPERATING EXPENSES AND REAL ESTATE TAXES............................3
5.1 Definition..........................................................3
5.2 Exclusions..........................................................4
5.3 Proportionate Share.................................................4
5.4 Payment of the Operating Expenses...................................5
5.5 Utilities...........................................................5
ARTICLE 6 TAXES...............................................................5
6.1 Real Estate Taxes...................................................5
6.2 Other Taxes.........................................................6
6.3 Taxes on Goods and Services.........................................6
6.4 Tax Contestation....................................................6
6.5 Change of Taxation System...........................................7
ARTICLE 7 USE AND MAINTENANCE OF LEASED PREMISES..............................7
7.1 Use.................................................................7
7.2 Expenses with Respect to Leased Premises............................7
7.3 Condition of Leased Premises........................................7
7.4 Garbage.............................................................7
7.5 Environmental Matters...............................................8
7.6 Default by Tenant...................................................8
7.7 Nuisance............................................................8
7.8 Occupation of Leased Premises.......................................9
ARTICLE 8 ALTERATIONS, REPAIRS, IMPROVEMENTS
INSTALLATIONS AND ADDITIONS.......................................9
8.1 Landlord's Work.....................................................9
8.2 Consent of Landlord.................................................9
8.3 Connections........................................................10
8.4 Insurance and Waiver of Hypothec...................................10
8.5 Changes Belonging to Landlord......................................10
ARTICLE 9 INSURANCE..........................................................11
9.1 Tenant's Insurance.................................................11
9.2 Landlord's Insurance...............................................11
9.3 Conditions of Insurance Policies...................................12
9.4 Reconstruction of Premises.........................................12
ARTICLE 10 ACCESS TO LEASED PREMISES..........................................12
10.1 Inspection and Repairs.............................................12
10.2 Visiting the Leased Premises.......................................12
ARTICLE 11 DAMAGE AND DESTRUCTION.............................................12
11.1 Destruction of Leased Premises.....................................12
11.2 Destruction of Building............................................13
11.3 Proceeds of Insurance..............................................13
11.4 No Obligation to Rebuild...........................................13
ARTICLE 12 EXPROPRIATION......................................................14
12.1 Termination of Lease...............................................14
12.2 No Obligation to Contest...........................................14
ARTICLE 13 INDEMNIFICATION....................................................14
13.1 Non-Liability of Landlord..........................................14
13.2 No Reduction.......................................................15
13.3 Notice of Defect...................................................15
ARTICLE 14 SIGNS AND ADVERTISING..............................................15
14.1 Consent of Landlord................................................15
ARTICLE 15 COMPLIANCE WITH LAWS AND INDEMNIFICATION...........................16
15.1 Compliance with Laws...............................................16
15.2 Indemnification of Landlord........................................16
ARTICLE 16 SUBLET AND ASSIGNMENT..............................................16
16.1 Consent of Landlord................................................16
16.2 Presumed Sublet and Assignment.....................................17
16.3 Offer to Landlord..................................................17
16.4 Time Limit for Sublet and Assignment...............................17
16.5 New Lease..........................................................17
16.6 Sole Liability.....................................................18
16.7 Approval of Advertising............................................18
ARTICLE 17 SUBORDINATION AND ATTORNMENT.......................................18
17.1 Assignment by Landlord.............................................18
17.2 Status Statement...................................................18
17.3 Subordination......................................................18
17.4 Signature of Documents.............................................18
ARTICLE 18 DEFAULT AND RECOURSE...............................................18
18.1 Events of Default..................................................18
18.2 Termination of Lease...............................................19
18.3 Tenant's Right to Remedy Default...................................19
18.4 Return of Leased Premises..........................................20
18.5 Damages............................................................20
18.6 Waiver.............................................................20
18.7 Re-Letting of Leased Premises......................................20
18.8 Indemnity..........................................................21
18.9 Landlord's Right to Remedy Default.................................21
18.10 Absence of Waiver..................................................21
18.11 Remedies Generally.................................................21
18.12 Deposit............................................................21
ARTICLE 19 INFORMATION........................................................21
19.1 Information........................................................21
ARTICLE 20 OWNERSHIP..........................................................22
20.1 Ownership..........................................................22
ARTICLE 21 NOTICE.............................................................22
21.1 Procedure and Addresses............................................22
21.2 Election of Domicile...............................................22
ARTICLE 22 EXPIRATION OF LEASE................................................22
22.1 Termination of Lease...............................................22
ARTICLE 23 UNAVOIDABLE DELAY..................................................23
23.1 Unavoidable Delay..................................................23
ARTICLE 24 MODIFICATION OF LEASE AND PERFORMANCE BY THIRD PARTY...............23
24.1 Modification of Lease..............................................23
24.2 Publication........................................................23
24.3 Performance by Third Party.........................................23
ARTICLE 25 MISCELLANEOUS......................................................24
25.1 Successors and Assignees...........................................24
25.2 No Partnership.....................................................24
25.3 Cancellation of Previous Agreements................................24
25.4 Jointly and Several Liability......................................24
25.5 Brokerage Commission...............................................24
25.6 Governing Laws.....................................................24
25.7 Metric Conversions.................................................24
25.8 Headings and Numbers...............................................24
25.9 Interpretation.....................................................24
ARTICLE 26 SPECIAL PROVISIONS.................................................25
26.1 Schedules..........................................................25
26.2 English Language...................................................25
SCHEDULE "A" & "A-1" PLANS OF PREMISES
SCHEDULE "B" & "B-1" LANDLORD'S WORK
SCHEDULE "C" STATUS STATEMENT
SCHEDULE "D" RULES AND REGULATIONS
SCHEDULE "E" OPTION TO EXPAND
SCHEDULE "F" OPTION TO EXTEND AND RIGHT OF FIRST REFUSAL
SCHEDULE "G" ENVIRONMENTAL STATUS
Lease
BETWEEN: SLOUGH ESTATES CANADA LIMITED, a legal person duly constituted
according to law and having its head office at 00 Xxxx Xxxxxx
Xxxx, Xxxxx 0000, in the City and District of Toronto, Province
of Ontario, M5H 3Y2, herein acting and represented by Xxxxx X.
Xxxxxxxxx its President, and by Xxxxxx X. Xxxxxxx its
Vice-President of Leasing, duly authorized for the purposes
hereof;
(hereinafter referred to as the "Landlord")
AND: HAEMACURE CORPORATION, a legal person duly constituted under the
laws of Canada, having its head office and its principal place of
business at Pte-Claire, Quebec, herein acting and represented by
Xxxx Xxxxxx, its President/PDG CEO, duly authorized for the
purposes hereof in virtue of a resolution of its Board of
Directors adopted at a meeting held on the __________, 1994; and
HAEMACURE BIOTECH INC, a legal person duly constituted under the
laws of Canada, having its head office and its principal place of
business at Pte-Claire, Quebec herein acting and represented by
Xxxx Xxxxxx, its President/PDG CEO, duly authorized for the
purposes hereof in virtue of a resolution of its Board of
Directors adopted at a meeting held on the __________, 1994.
(hereinafter referred to as the "Tenant")
THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS:
ARTICLE 1
INTENT OF LEASE
1.1 Intent of Lease. It is the intent of the parties to this lease
(the "Lease") that it be totally net to the Landlord. The
Landlord shall therefore not be liable for any costs or expenses
of any nature whatsoever relating to the Land, Building or the
Premises (as those terms are hereinafter defined) or the use and
occupancy thereof, or the contents thereof, or the business
carried on therein, and the Tenant shall be solely responsible
for any such costs, charges, expenses and outlays, as well as for
its Proportionate Share of the Operating Expenses and Real Estate
Taxes (as those terms are hereinafter defined), except as
expressly otherwise provided herein. Any obligation which is not
expressly declared herein to be that of the Landlord shall be
deemed to be the obligation of the Tenant who must perform same
at its expense.
ARTICLE 2
LEASE AND POSSESSION OF THE LEASED PREMISES
2.1 Lease of Premises. The Landlord hereby leases to the Tenant,
present and accepting, that certain part of the building located
at 00000 Xx Xxxxx Xxxxxxxxx, in the City of Xxxxxxxx, Province of
Quebec (the "Building"), having an office and warehouse area of
approximately FIFTEEN THOUSAND ONE HUNDRED and FORTY-NINE square
feet (15,149 sq. ft.), the whole as outlined in red on the floor
plan attached hereto as Schedule "A" (hereinafter referred to as
either the "Leased Premises" or the "Premises")
situated on a parcel of the land (the "Land") and exterior
parking area for a minimum of thirty (30) spaces for use by
Tenant's employees and visitor vehicles in common with other
tenants, together with required landscaped areas in front of the
Premises and the right to use with others the driveways to access
the Leased Premises (the said Building and Land are hereinafter
referred to as the "Property"). Should space be available, the
Tenant may park up to an additional ten (10) cars. Landlord
agrees to provide Tenant with two (2) parking spaces for every
one thousand (1,000) square feet of usable space leased to Tenant
during the Term of the Lease and any option periods. The rentable
area shall be calculated in accordance with BOMA standards and
shall be subject to final measurement by Landlord's architect.
2.2 Possession. The taking of possession of the Premises by the
Tenant shall be conclusive evidence that they were in good order
and condition unless the Tenant gives the Landlord notice in
writing within sixty (60) days thereafter of any deficiencies in
the condition thereof, except defects in such portion of the
Premises or the systems which by their nature, would not become
apparent for a longer period of time.
ARTICLE 3
TERM OF LEASE
3.1 Commencement Date. This Lease shall commence on the First (1st)
day of November, 1994 or on such later date upon which the
Landlord's Work stipulated in section 8.1 hereof shall have been
substantially completed or would have been substantially
completed (save only for such of the Landlord's Work which must
be done in conjunction with or subsequent to the Tenant's work)
had the Tenant not delayed the Landlord's Work (the later of such
dates being hereinafter referred as the "Commencement Date") and
shall terminate on the later of the Thirtieth (30th) day of
October, 2004, or the date which is ten (10) years following the
Commencement Date unless terminated earlier in the manner
hereinafter set forth (the "Term").
ARTICLE 4
MINIMUM RENT
4.1 Rental. During the Term of the Lease, the Tenant shall pay to
Landlord the following Minimum Rent without any reduction,
deduction or compensation of any nature whatsoever except as
expressly otherwise provided herein (the "Minimum Rent"):
4.1.1 for the period from the First (1st) day of
November, 1994, until the last day of July, 1999,
an annual minimum rent calculated on a net rate
for the rentable area of the Premises of NINE and
---50/100 Dollars per square foot ($9.50 per sq.
ft.) per year, payable in advance in monthly
installments of ELEVEN THOUSAND NINE HUNDRED and
NINETY-TWO and---96/100 Dollars ($11,992.96) each,
on the first day of each month;
4.1.2 for the period from the First (1st) day of August,
1999 until the last day of October, 1999, an
annual minimum rent calculated on a net rate for
the rentable area of the Premises of TWO and
--00/100 Dollars per square foot
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($2.00 per sq. ft.) per year, payable in advance
in monthly installments of TWO THOUSAND FIVE
HUNDRED and TWENTY-FOUR and ---83/100 Dollars
($2,524.83) each, on the first day of each month.
4.1.3 for the period from the First (1st) day of
November, 1999 until the last day of October,
2004, an annual minimum rent calculated on a net
rate for the rentable area of the Premises of NINE
and ---50/100 Dollars per square foot ($9.50 per
sq. ft.) per year, payable in advance in monthly
installments of ELEVEN THOUSAND NINE HUNDRED and
NINETY-TWO and --96/100 Dollars ($11,992.96) each,
on the first day of each month.
4.2 Place of Payment. The Minimum Rent shall be paid by the Tenant to
the Landlord at the address indicated in Article 21 of this Lease
or at any other location in Quebec or Ontario indicated by
written notice of the Landlord to the Tenant, or to any agent or
representative of the Landlord in the Province of Quebec or
Ontario, as may be designated from time to time by written notice
of the Landlord to the Tenant.
4.3 Late Payment. Unless otherwise stipulated herein, should the
Landlord or the Tenant default in the payment, when due, of any
amount whatsoever due under this Agreement, the overdue amount
shall bear interest at the prime rate of the bank of the Landlord
plus two percent (2%) per annum, calculated from the due date
thereof until full payment is made, without prejudice to the
other rights of the parties to this Lease.
ARTICLE 5
OPERATING EXPENSES AND REAL ESTATE TAXES
5.1 Definition. "Operating Expenses" means all costs, disbursements
and expenses of whatever nature whatsoever, relating to the
operation, maintenance, repair, replacement, operating,
surveillance, supervision and management of the Property and
without limiting the generality of the foregoing, includes the
following:
5.1.1 the costs of all goods and services furnished,
employed or used in the operation, maintenance,
repair, surveillance and supervision of the
Property;
5.1.2 the costs related to the maintenance of public
order and security service;
5.1.3 the costs related to the regular fumigation of
pesticides and other such substances, in
accordance with the maintenance of good sanitary
conditions;
5.1.4 the costs related to the lay-out, maintenance,
repair and decoration of the Property including
snow removal, as well as landscaping;
5.1.5 the cost of all repairs and maintenance of the
Property as well as the replacement of all
equipment, apparatus, machinery or other property
of the Building excluding major repairs, repairs
of a structural nature and replacements and
repairs resulting from insured risks
3
(with the exception of all deductibles which
remain the Tenant's responsibility);
5.1.6 the cost of any modification and improvement to
the Property including the machinery and equipment
situated therein as well as the cost of all
modifications, additions of equipment and
specialized services whenever such equipment,
modifications, materials or improvements are
required by law. Landlord warrants however that
the properties conform to all requirements of law
as of the Commencement Date, but makes no
warranties as to the items installed by the Tenant
or modifications or improvements required due to
the specialized use or equipment of the Tenant.
5.1.7 the actual cost of all insurance policy premiums
with respect to the Property to which the Landlord
or the Tenant may subscribe in accordance with the
provisions of Article 9 hereof or as may be
required by the Landlord's creditors;
5.1.8 any goods and services tax (GST) and any other
similar tax which may take effect before or during
the Term of the Lease or, as the case may be,
during any renewal thereof, imposed by virtue of
any federal, provincial, municipal, school or
other legislation or regulation and paid by the
Landlord or the Tenant with respect to any of the
items comprising the Operating Expenses;
5.1.9 administrative cost equal to fifteen percent (15%)
of all Operating Expenses incurred by the Landlord
with respect to the Property and Real Estate
Taxes.
5.2 Exclusions. The following items shall be, however, the
responsibility of the Landlord to the complete exoneration of the
Tenant:
5.2.1 the Landlord's income tax, capital tax and
personal taxes, the principal and interest of
payments of hypothec charging the Property,
financing charges, interest, fees and penalties
attributable to the Landlord's tardiness; and
5.2.2 damages, interest, fees, fines and penalties
imposed on the Landlord and resulting from its
fault or from the non-performance by the Landlord
of any obligation which it undertook under the
terms of any agreement concluded in respect of the
Property.
5.2.3 Landlord's original acquisition expenses, finance
and/or mortgage costs, brokerage fees, ground
rents, allowances or inducements paid to other
tenants, repairs, debt, capital improvements, or
capital expenditures the cost of which are the
sole responsibility of the Landlord. Repairs and
replacements of a capital nature shall be
amortized over their useful life on a straight
line basis in accordance with generally accepted
accounting principles and the unamortized balance
thereof shall bear interest at two (2%) percent
above the prime rate of Landlord's principal
bankers, from time to time in effect.
5.3 Proportionate Share. "Proportionate Share" means the proportion
that the gross floor area of the Premises bears to the gross
leasable
4
floor area of the Building. The Tenant's Proportionate Share of
Operating Expenses and Real Estate Taxes can be adjusted,
however, by the Landlord in terms of Real Estate Taxes, and
insurance cost to take into consideration the value of the
leasehold improvements made to the Premises or the number of
parking areas used by the Tenant, the whole in an equitable and
fair manner.
5.4 Payment of the Operating Expenses. The Tenant shall pay, without
duplication, as additional rental in each Lease year, its
Proportionate Share of all Operating Expenses. The amount payable
by the Tenant under the provisions of this section shall be
reasonably estimated by the Landlord in advance for each calendar
year. The Tenant agrees to pay to the Landlord such amount in
equal, monthly installments in advance during such period
together with the minimum rental provided for in this Lease.
Within a reasonable period of time after the end of the period
for which such estimated payments have been made, the Landlord
shall send the Tenant a statement showing the actual amount
required to be paid under the provisions of this section.
Overpayments or underpayments shall be adjusted within thirty
(30) days after the delivery of the Landlord's statement. The
Landlord estimates that the Tenants' Proportionate Share of
Operating Expenses (excluding utilities) and Real Estate Taxes
for 1994 will be $2.42 per gross square foot of the Premises and
guarantees that the Tenant's Proportionate Share of Operating
Expenses and Real Estate Taxes for 1995 will not exceed $2.75 per
gross square foot of the Premises.
5.5 Utilities. The Landlord will, subject to interruptions beyond its
control, provide and permit the Tenant to use the electricity and
other utility services serving the Property provided that the
Tenant uses said services for the purposes for which they are
intended. Such services will be charged to the Tenant as
additional rent. Without limiting the generality hereof, the
electricity consumed in the Premises will be invoiced monthly
based on the current rate for electricity. The said amount will
be subject to any increases in electricity rates charged by
Hydro-Quebec (or any other authorities responsible for
establishing electricity rates).
The Landlord has a right at all time to verify the consumption of
electricity in the Premises and if said consumption exceeds the
capacity of electricity in the Premises, the Landlord may at its
discretion and with reasonable prior notice to this effect, take
the necessary measures to increase such capacity and all costs
incurred by the Landlord in so doing, as well as an
administration fee of fifteen percent (15%) of said costs, shall
be borne by the Tenant and will be payable by the Tenant as
additional rent upon receipt of an invoice, statement or demand
letter for, from or on behalf of the Landlord and the electricity
cost paid by the Tenant will be adjusted accordingly by the
Landlord to take into account such additional use of electricity
by the Tenant.
If the Premises are not separately metered the Tenant agrees to
pay for the capital costs and costs of installation and
maintenance of all meters which will be installed by the Landlord
at the Tenant's request in the Premises.
ARTICLE 6
TAXES
6.1 Real Estate Taxes. The Tenant shall pay, when due, throughout the
Term of the Lease, its Proportionate Share of all property taxes
5
including municipal taxes, school taxes, taxes on non-residential
immoveables, levies for local improvements, snow removal taxes,
extraordinary and special assessments and any other levies,
contributions, assessments and charges, whether of the same kind
as the preceding or not, which may be levied, charged, imposed or
assessed by any governmental authority on the Property
(hereinafter called the "Real Estate Taxes"). The amount payable
by the Tenant under the provisions of this section shall be
reasonably estimated by the Landlord in advance for each calendar
year. The Tenant agrees to pay to the Landlord such amount in
equal, monthly installments in advance during such period,
together with the minimum rental provided for herein, within a
reasonable period of time after the end of the period for which
such estimated payments have been made. The Landlord shall send
the Tenant a statement showing the actual amount required to be
paid under the provisions of this section. Overpayments or
underpayments shall be made within thirty (30) days after the
delivery of the Landlord's statement.
6.2 Other Taxes. The Tenant shall pay, when due, all taxes, duties,
impositions and fees other than the Real Estate Taxes and, in
particular, the water tax, business tax, garbage tax and any tax
presently or subsequently imposed on the business, improvements,
equipment and facilities in the Leased Premises or the Building,
as well as any tax, permit duty or any other imposition with
respect to the business carried on therein or by reason of the
use or occupation of the Leased Premises or any other part of the
Property. If such taxes, duties, impositions or fees are imposed
on the Landlord and paid by the latter, then the Landlord shall
be entitled to be reimbursed immediately by the Tenant for such
amounts so paid and to receive an amount equal to fifteen percent
(15%) of such cost representing the Landlord's administration
fees, upon written demand from the Landlord to this effect
accompanied by supporting documentation, and the Tenant must also
hold the Landlord harmless from all costs, interest or expenses,
of any kind whatsoever, which may be related thereto.
6.3 Taxes on Goods and Services. The Tenant agrees and undertakes to
pay to the Landlord the goods and services tax (GST) and/or any
other similar tax which may take effect before or during the Term
of the Lease or, as the case may be, during any renewal thereof,
imposed by virtue of any federal, provincial, municipal, school
or other legislation or regulation which the Landlord must
collect or could be called upon to collect with respect to any
rent paid or payable or any other amounts payable to the Landlord
or for the benefit of the Landlord by virtue of this Lease or any
property, services and/or supplies which the Landlord may furnish
to the Tenant by virtue of this Lease or otherwise required by
any governmental authority. Without limiting the generality of
the foregoing, the Tenant undertakes to pay any goods and
services tax (GST) and/or any other similar tax at the prescribed
rate(s).
6.4 Tax Contestation. The Landlord shall not be required to undertake
or to continue any contestation regarding the evaluation of the
Leased Premises, the Building and the Land, or the imposition of
Real Estate Taxes by a governmental authority, whether through
judicial means or otherwise. In the event that the Landlord
decides to undertake such contestation, it may, with the Tenant's
consent, which consent shall not be unreasonably refused or
delayed, settle, compromise, consent, renounce or otherwise
decide regarding any contestation of the evaluation of the Leased
Premises, the Building or the Land, or any claim, present or
future, with respect to any Real Estate Taxes.
6
All costs and expenses incurred by the Landlord in attempting to
obtain a reduction of any evaluation of the Leased Premises, the
Building or the Land, or of any Real Estate Taxes shall form part
of the Operating Expenses. If, as a result of such contestation,
the Landlord obtains a refund, it shall then pay the Tenant's
Proportionate Share of such refund to the Tenant.
Subject to the consent of the Landlord, which consent shall not
be withheld without good reason, the Tenant may, at its expense,
contest the evaluation of the Leased Premises or the imposition
or the payment of the Real Estate Taxes. The Tenant shall keep
the Landlord informed at all times of the progress of such
contestation, but may not refrain from paying, in whole or in
part, the Real Estate Taxes which are the subject of the
contestation, on condition.
6.5 Change of Taxation System. If the system of real estate taxation
presently in force is altered or varied or if in replacement of
or in addition to the Real Estate Taxes presently imposed on the
Leased Premises or the Property a new tax, assessment or
imposition is levied or imposed upon the Property or if such tax
is imposed on the Landlord or on income from the rental of the
Leased Premises, then the term "Real Estate Taxes" shall include
such new tax, assessment or imposition. Should any competent
authority, at any time whatsoever, eliminate any tax, assessment
or imposition forming part of the Real Estate Taxes, the Landlord
shall eliminate such tax, assessment or imposition from the Real
Estate Taxes.
ARTICLE 7
USE AND MAINTENANCE OF LEASED PREMISES
7.1 Use. The Tenant shall use and occupy the Leased Premises solely
as offices, laboratories and warehousing and for no other purpose
provided such use complies with all applicable laws, by-laws,
regulations or other governmental ordinances from to time to time
in existence. The Landlord warrants that the Leased Premises
comply with all applicable laws, by-laws, regulations or other
governmental ordinances in existence as of the Commencement Date
(excluding laboratories).
7.2 Expenses with Respect to Leased Premises . The Tenant shall
assume and shall pay all expenses which it incurs pursuant to its
obligations with respect to the use and maintenance of the Leased
Premises under the terms of this Lease.
7.3 Condition of Leased Premises. The Tenant undertakes, at its
expense, to keep and maintain in good state of repair,
cleanliness, and in good condition the Leased Premises,
alterations, improvements, facilities, additions, electrical and
mechanical systems, and any other apparatus servicing or used by
the Leased Premises. The Tenant undertakes to make use of the
Leased Premises as a prudent administrator and to effect, without
delay and at its expense, all repairs, other than major and
structural repairs, necessary to keep and maintain the Leased
Premises in a good state of repair, clean and in good condition,
and, at the expiration of the Lease, to surrender the Leased
Premises to the Landlord in the same condition, except for
reasonable wear and tear.
7.4 Garbage. The Tenant undertakes to maintain the Leased Premises in
sanitary condition, and to keep the Leased Premises and the
Property free of refuse or garbage which might increase the risks
of fire, cause unpleasant or nauseous odours or obstruct
passageways.
7
7.5 Environmental Matters. The Tenant undertakes that no Hazardous
Substances (as hereinafter defined) will be used, stored,
processed, manufactured, handled or discharged on, under or from
the Leased Premises, other than in the normal course of its
business and that Tenant shall maintain during the Term of the
Lease all necessary permits, licences, certificates, approvals,
authorizations, registrations or the like required by any
environmental law for the operation on the Leased Premises of the
business of the Tenant, or any subtenant, assignee or other
occupant of the Leased Premises or the Property. In addition,
Tenant agrees that it shall be responsible for remedial of any
environmental damage to the Leased Premises or the Property and
the removal of any Hazardous Substance from the Leased Premises
and that it will indemnify the Landlord for all costs, expenses,
damages or liabilities (including without limitation, legal fees)
directly or indirectly arising out of or attributable to
non-compliance by the Tenant with any environmental laws or to
the presence on, under or about the Leased Premises and the
Property of any Hazardous Substance. The Tenant's liability and
indemnity in this regard shall survive the termination of this
Lease and/or any other extinguishment of the obligations of the
Tenant hereunder
The term "Hazardous Substances" as used herein shall mean
substances or conditions that are prohibited, controlled or
otherwise regulated or are otherwise hazardous in fact including,
without limitation, contaminants, pollutants, toxic, dangerous or
hazardous substances or materials, wastes, urea formaldehyde foam
type of insulation, asbestos or asbestos-containing materials,
polychlorinated biphenyl ("PCBs") or PCB contaminated fluids or
equipment, explosives, radioactive substances, petroleum and
associated products, underground storage tanks or surface
impoundments.
The Landlord shall be entitled during the Term of this Lease, at
its option, to conduct, by itself or its consultants, inspections
and/or environmental audits of the Leased Premises and the
Property.
7.6 Default by Tenant. Should the Tenant fail to keep and maintain
the Leased Premises in a good state of repair and in good
condition, or to maintain the Leased Premises in sanitary
condition, free of refuse as described above, and should the
Tenant not conform, within a reasonable period of time in the
given circumstances, to a notice to that effect given to the
Tenant by the Landlord, the Landlord, and the Landlord's
officers, employees, agents, contractors, workers and other
representatives, shall be entitled, without any other prior
notice, to enter the Leased Premises and to carry out, in the
place of the Tenant and at the Tenant's expense, any repairs or
other necessary action. The amount of such expenses plus a
fifteen percent (15%) administration fee thereon shall be added
to the rent payable by the Tenant, without prejudice to the
Landlord's other rights and recourse hereunder.
The Tenant hereby waives any claim against the Landlord, the
Landlord's officers, employees, agents, contractors, workers and
other representatives, and renounces to any compensation,
indemnification, reduction of the rent or damages resulting
directly or indirectly from any act of the Landlord or the
Landlord's representatives performed under this Article, provided
Landlord acts reasonably and without gross fault.
7.7 Nuisance. The Tenant shall not commit any act of a nature to be
injurious to the rights of the Landlord and of the Landlord's
other tenants. The Tenant shall cease such acts or activities
upon receipt of written notice from the Landlord to this effect.
The Landlord
8
warrants that it will obtain a similar commitment from all other
tenants of the Building.
7.8 Occupation of Leased Premises. From and after the Commencement
Date, the Tenant shall physically occupy the Leased Premises and
shall not leave same vacant. During the Term vacancy or failure
to occupy shall not constitute a change of form or destination of
the Leased Premises. If the Tenant vacates or fails to occupy the
Leased Premises, the Tenant shall nevertheless be responsible for
the payment of all rentals attributable to the Leased Premises
and for all of its other obligations under the Lease.
ARTICLE 8
ALTERATIONS, REPAIRS, IMPROVEMENTS
INSTALLATIONS AND ADDITIONS
8.1 Landlord's Work. Subject to reasons or conditions which are
beyond the reasonable control of the Landlord, Landlord shall
carry out the leasehold improvements set forth in Schedule "B"
and "B-1" attached hereto (the "Landlord's Work"). All
improvements in and to the Leased Premises other than those set
out in Schedule "B" and "B-1" shall be the sole responsibility of
the Tenant and shall be performed at the Tenant's sole cost and
expense.
8.2 Consent of Landlord. Except for minor cosmetic changes that do
not require a permit, which are hereby permitted without notice
to or the consent of the Landlord, the Tenant shall not, without
the prior written consent of the Landlord carry out any change,
repair, improvement, installation or addition to the Leased
Premises, either prior to or throughout the Term of the Lease
said consent not to be unreasonably withheld or delayed. Any such
change, repair, improvement, installation or addition to the
Leased Premises shall be made in compliance with the following
conditions:
8.2.1 the Tenant shall use mechanical, electrical and
plumbing contractors approved by the Landlord,
which contractors shall be coordinated by the
Landlord at the expense of the Tenant;
8.2.2 for modifications requested by the Tenant, which
are coordinated by the Landlord or are under its
supervision, in accordance with the terms of this
Lease, including those referred to in Article
8.2.1 thereof, the Tenant shall pay for all costs
involved and shall pay to the Landlord an
additional amount equal to fifteen percent (15%)
of the total cost of alteration and changes (which
costs comprise professional fees), in order to
compensate Landlord for its supervision and
coordination of said work;
8.2.3 the Tenant undertakes to pay to the Landlord or
its representatives for the above-mentioned work,
within thirty (30) days of presentation of
invoices therefore; and
8.2.4 all plans and specifications must also be approved
by the Quebec Department of Labour and Manpower as
well as any other authority having jurisdiction in
this matter.
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8.3 Connections. Any connection to the electrical, plumbing or
air-conditioning systems shall be considered as an alteration
within the meaning of this Article 8.
8.4 Insurance and Waiver of Hypothec. The Tenant shall demand of any
contractor or subcontractor not to commence any work whatsoever
in the Leased Premises before submitting to the Landlord a waiver
and an undertaking to release any hypothecs which may exist or
arise as a result of work performed or materials supplied. Should
such waiver or undertaking to release hypothecs not be furnished
as required, the Landlord shall be entitled to order the
immediate cessation of any work in progress or to be performed by
such contractor or subcontractor in the Leased Premises.
Should, however, a notice of legal hypothec be registered against
the Leased Premises, the Tenant shall without delay obtain the
discharge thereof or undertake the necessary steps or procedures
to do same. Should said legal hypothec not be discharged within
thirty (30) days of its registration, the Tenant shall
immediately deposit with the Landlord an amount sufficient to
cover the payment of such legal hypothec, capital, costs and
interest, including costs and expenses incurred by the Landlord
in respect of the legal hypothec. Should the Tenant fail to
deposit the required amount, the Landlord may pay to the
hypothecary creditor the amount claimed and obtain the discharge
of the legal hypothec, notwithstanding any contestation or
proceedings undertaken by the Tenant with regard thereto. The
Tenant shall then repay to the Landlord such payment, capital,
costs and interest, upon demand, with interest at the prime
lending rate of the banker of the Landlord plus two percent (2%)
per annum, calculated from the date of payment by the Landlord.
Any deposit made by the Tenant to the Landlord as described
herein above shall be held by the Landlord in trust until proof
of the total discharge of such legal hypothec has been delivered
to the Landlord.
The Landlord shall also be entitled to require that any
contractor or subcontractor performing work in the Leased
Premises take out an insurance policy covering all public
liability and property damage, of at least three million dollars
($3,000,000.00) in respect of its activities in the Building.
8.5 Changes Belonging to Landlord. During the entire Term of the
Lease, the Tenant may not remove any alterations, repairs,
improvements, installations and additions made in or to the
Leased Premises or the Property without the prior written consent
of the Landlord other than those items installed by the Tenant.
All such alterations, repairs, improvements, installations and
additions shall form part of the Leased Premises or the Building,
become the property of the Landlord, and be returned by the
Tenant along with the Leased Premises at the expiration of the
Lease, with no compensation or indemnification whatsoever owed by
the Landlord to the Tenant. However, should the Landlord so
require, the Tenant shall, at the expiration of the Lease, remove
in whole or in part such alterations, repairs, improvements,
installations and additions which Landlord has not installed
and/or not approved during the Term of this Lease, and the Tenant
shall be required to surrender the Leased Premises in the same
condition as when they were received except for normal wear and
tear.
Provided that it has acquitted all its obligations hereunder, the
Tenant shall have the right, at the expiry of this Lease, to
remove from the Leased Premises all its trade fixtures and other
movable effects provided it repairs any damages caused by such
removal.
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Any property left in the Leased Premises which belongs to the
Tenant or to any other person which are left in the Leased
Premises at the end of the term shall be deemed to have been
abandoned in favour of the Landlord and the Landlord shall, at
its discretion, dispose of such property without owing any
compensation or indemnity whatsoever.
ARTICLE 9
INSURANCE
9.1 Tenant's Insurance. Throughout the Term of the Lease and any
period of renewal thereof, the Tenant shall take out and keep in
force the following insurance policies with insurance companies
authorized to carry on business in the Province of Quebec:
9.1.1 public liability insurance covering the business
operated in the Leased Premises or with respect to
the Leased Premises as well as their occupation
and use, including coverage for property damage,
injuries and death, in the minimum of Two Million
Dollars ($2,000,000.00) per occurrence and any
other higher amount reasonably required by the
Landlord from time to time;
9.1.2 all-risks and fire insurance with supplementary
coverage, including coverage against leakage of
the automatic sprinklers and other fire protection
equipment, covering the furniture and other
movable effects, equipment, inventory and
securities, fixtures and leasehold improvements
located in the Leased Premises as well as all
other property located in or forming part of the
Leased Premises, including all mechanical or
electrical systems (or parts of such systems)
installed by the Tenant in the Leased Premises,
the whole for full replacement value (without
depreciation), resulting from each occurrence;
9.1.3 insurance against breakage of machinery in the
Leased Premises where boilers or other pressure
vessels are used in the Leased Premises, for a
minimum amount of One Million Dollars
($1,000,000.00).
Each insurance policy shall name the Landlord as
an additional insured person and contain a
cross-liability clause. The Tenant shall replace
any broken glass in the Premises howsoever caused
with glass of the same type, thickness and quality
unless caused by Landlord's negligence or fault.
9.2 Landlord's Insurance. The Landlord shall, at all times during the
Term, take out and keep in force, an all-risks insurance against
property damage, including damage arising from a flood or an
earthquake for the full replacement value of the Building and the
Improvements and facilities, including the leasehold
improvements, the whole subject to the standard premiums and the
Tenant shall pay its Proportionate Share of the cost thereof in
accordance with 5.1.7 hereof.
All indemnities under such insurance, paid as a consequence of a
casualty affecting the Leased Premises, shall be paid to the
Landlord.
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9.3 Conditions of Insurance Policies. All of the Tenant's insurance
policies relating to the Premises shall name the Landlord and/or
the Tenant, as the case may be, and any other person which the
Landlord may designate, as an additional insured person. Each
comprehensive general public liability insurance policy shall
contain a severance of interests clause or a cross-liability
clause between the Landlord and the Tenant. All other policies
referred to above shall contain a waiver of subrogation rights
which the insurers of the Landlord or the Tenant may have against
the Landlord or the Tenant, the insurers of the Landlord or the
Tenant and the persons under the care and control of the Landlord
and the Tenant.
The Landlord or the Tenant, as the case may be, shall furnish to
the other party certificates attesting to the issuance and
maintenance in force of all insurance policies required hereunder
as well as the renewals thereof; if a party requests same, the
other party shall also provide the other with a copy of the
policy requested.
9.4 Reconstruction of Premises. Subject to Article 11.4 and to any
cancellation of the Lease and the rights of the Landlord's
hypothecary creditors, the insurance indemnities payable in the
event of a casualty to the Building shall be used to rebuild and
repair the damages, as provided herein. The Landlord undertakes
to use its best efforts so that every hypothec given by the
Landlord contains a provision to this effect.
ARTICLE 10
ACCESS TO LEASED PREMISES
10.1 Inspection and Repairs. The Landlord shall have access to the
Leased Premises at any reasonable time and after reasonable
notice to the Tenant during normal business hours (except in
cases of emergency), without liability toward the Tenant, to
examine and verify the Leased Premises for the purpose of making
therein any repairs, replacements, alterations or improvements
the Landlord deems necessary or desirable for the operation and
proper maintenance of the Building or the electrical and
mechanical systems of the Building, the whole subject to the
provisions of this Lease.
10.2 Visiting the Leased Premises. During the final eighteen (18)
months of the Term of this Lease, the Tenant shall permit the
Landlord or any other person designated by the Landlord to visit
the Leased Premises after reasonable notice to the Tenant during
normal business hours. The Tenant shall also permit the Landlord,
at any time during normal business hours, to show the Leased
Premises to any broker, purchaser or assessor of the Building.
10.3 Access by Tenant. Subject to force majeure, or reasons beyond the
Landlord's control, the Tenant, its employees, agents and
invitees shall have uninterrupted access to the Leased Premises
on an around the clock basis throughout the Term of this Lease
and any renewals.
ARTICLE 11
DAMAGE AND DESTRUCTION
11.1 Destruction of Leased Premises. Should the Building be destroyed
or damaged by fire or other casualty insured against by the
Landlord, then:
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11.1.1 if the Landlord is of the opinion that the damage
or destruction is such that the Building has been
rendered wholly unfit for occupancy, and if the
Landlord is of the opinion (which the Landlord
shall signify to the Tenant in writing within
thirty (30) days following the damage or
destruction) that the damage cannot be repaired
with reasonable diligence within one hundred and
eighty (180) days following the casualty, either
party may, within five (5) days following the
receipt of such an opinion, terminate the Lease by
written notice to that effect, in which case the
Lease shall terminate on the day of the damage or
destruction, and the Minimum Rent and all other
amounts payable by the Tenant under the Lease
shall be calculated and paid in full up to the
date of the damage or destruction. In the event
that neither the Landlord nor the Tenant
terminates this Lease, the Minimum Rent shall
xxxxx from the date of the damage until the date
on which the Building has been repaired to the
extent of enabling Tenant to use and occupy same;
11.1.2 if the damage be such as to render the Building
wholly unfit for occupancy, or if it is impossible
or unsafe to use or occupy it, but if, in either
case, an independent expert is of the opinion
(which the Landlord shall signify to the Tenant in
writing within thirty (30) days following the
damage) that the damage can be repaired
substantially, to allow occupancy of the Premises
by the Tenant and to allow the Tenant to conduct
its normal business with reasonable diligence
within one hundred and eighty (180) days following
the casualty, the Minimum Rent shall xxxxx from
the date of the damage until the date on which the
Building has been repaired to the extent of
enabling Tenant to use and occupy same;
11.1.3 if the Landlord is of the opinion that the damage
can be repaired as described above within one
hundred and eighty (180) days following the
casualty and that the nature of the damage is such
as to render the Building only partially fit for
occupancy for the purpose for which it was leased,
the Minimum Rent shall xxxxx until the damage has
been repaired.
11.2 Destruction of Building. Should the Building be partially
destroyed or damaged so that twenty percent (20%) or more of the
Rentable Area of the Building is affected, or if an independent
expert is of the opinion that the Building is rendered unsafe,
whether or not the Leased Premises are affected and (which the
Landlord shall serve to the Tenant in writing within thirty (30)
days following the damage or destruction) that the damage or
destruction cannot be repaired with reasonable diligence within
one hundred and eighty (180) days of the casualty, the Landlord
may, within five (5) days following the above-mentioned notice,
terminate the Lease by written notice to the Tenant to that
effect, in which case this Lease shall terminate on the date of
the damage or the destruction, and the Minimum Rent and all other
amounts payable by the Tenant under the Lease shall be calculated
and paid in full up to the date of the damage or destruction.
11.3 Proceeds of Insurance. In the event of a termination of this
Lease as described above, all proceeds of insurance policies,
including
13
unamortized value of Tenant Improvements at the time of
destruction except for those amounts pertaining to the property,
paid for and installed by the Tenant on the Premises and to the
extent that the Tenant owes no debt to the Landlord under this
Lease, shall be and remain the sole property of the Landlord.
11.4 No Obligation to Rebuild. No provision of this Lease shall oblige
the Landlord to repair or rebuild the Tenant's alterations,
improvements or other property. Notwithstanding anything
contained in this Lease to the contrary, and without limiting the
Landlord's right or remedies hereunder, if the damage or
destruction is such that, for any reason whatsoever, the proceeds
of insurance are insufficient to permit the rebuilding, the
replacement or restoration of the Building as provided above, or
if any hypothecary creditor or any other person entitled to the
proceeds of insurance does not consent to the use of such
proceeds for the purpose of rebuilding, replacing or restoring
the Building, or if such damage or destruction is caused by any
fault or neglect of the Tenant, or those for whom Tenant is in
law responsible, or if the Term of the Lease which remains is
less than twenty-four (24) months, then the Landlord shall be
entitled, without obligation or liability to the Tenant, to
terminate this Lease on one hundred and eighty (180) days written
notice to the Tenant and all rents shall be adjusted consequently
up to the first day following the date of such damage or
destruction.
ARTICLE 12
EXPROPRIATION
12.1 Termination of Lease. In the event the whole or any part of the
Building shall be expropriated or taken possession of by any
competent authority, so that it is no longer feasible for the
Landlord to continue to operate the Building, the Landlord may
terminate the Lease from the date of said expropriation or taking
of possession, by notifying the Tenant in writing to this effect,
and the Landlord shall have no liability toward the Tenant for
any reason whatsoever.
12.2 No Obligation to Contest. The Landlord and the Tenant hereby
reserve all their rights to claim future damages against the
expropriating authority. The Tenant acknowledges that the
Landlord shall have no obligation to contest any expropriation
proceedings.
ARTICLE 13
INDEMNIFICATION
13.1 Non-Liability of Landlord. The Landlord shall not be liable for
any material or bodily damage occurring in the Leased Premises or
in the Building at any time and for any reason, whatsoever,
unless such damage or injury results from the fault or negligence
of the Landlord. The Landlord shall not be liable for any
material or bodily damage in the Leased Premises or in the
Building at any time, and the Tenant shall have no right to any
abatement or reduction in the rent, nor any recourse against the
Landlord in the case of partial or total interruption of services
or in case of damage caused by the slowdown or stoppage of the
heating, air conditioning, electricity for lighting or the
operation of machines, water, plumbing, sewers, elevators or any
other service, nor in the case of damages or inconvenience
attributable to the leakage or
14
presence of water, snow or ice on the roof, skylight, traps,
windows or otherwise, or to a defect or breakage of pipes,
reservoirs, movables or other apparatus or devices causing the
escape, infiltration or leakage of steam, water, snow, smoke or
gas, nor in the case of damages or inconvenience attributable to
the condition or layout of electrical wires or other wires, or
caused by any act, omission or negligence of owners or occupants
of adjacent or contiguous properties, nor attributable to the
performance of major repairs, changes, improvements or
transformations to the structure of the Building, or to any other
thing or service inside, outside or contiguous to the Leased
Premises unless caused by the fault or negligence of the
Landlord. Moreover, the Tenant undertakes to hold the Landlord
harmless against any claim brought by anyone arising out of any
such damages.
13.2 No Reduction. The Tenant acknowledges that it shall not be
entitled to any abatement or reduction of any of the various
amounts payable hereunder, nor to terminate the Lease nor to any
indemnification out of any amount whatsoever payable hereunder,
save as specifically set out in Article 11 hereof.
The Landlord shall not be liable for any damages or
inconveniences caused by a fire, an explosion, an escape of steam
or gas, or any other leakage arising from the sprinkler system or
electrical installations, water (including the discharge of
sewers), snow, ice which may leak into or from the roof, walls,
windows or otherwise, or any other defects or breakage of any
pipe, reservoir, fixture, apparatus or other equipment provoking
an escape or leakage of steam, water, snow, smoke or gas or
caused by humidity, damages or inconveniences caused by the
condition or layout of electrical or other wires or conduits, by
the owners or occupants of neighbouring properties, or by third
parties unless directly caused by the fault or negligence of the
Landlord.
13.3 Notice of Defect. The Tenant shall notify the Landlord without
delay of any accident, defect or fault in the pipes for water or
gas, heating or air-conditioning equipment, lighting or
electrical conduits, electrical wiring or other services in the
Building.
ARTICLE 14
SIGNS AND ADVERTISING
14.1 Consent of Landlord. The Tenant shall not install, exhibit, place
or distribute any notice, advertisement, print, sign or other
writing outside the Leased Premises, or in the Leased Premises in
such a manner as to be visible from outside the Leased Premises,
without first obtaining the prior written consent of the Landlord
which shall not be unreasonably withheld, failing which the
Landlord shall be entitled to demand that the Tenant removes such
notice, advertisement, print, sign or writing, and the Tenant
shall comply with such notification within at least twenty-four
(24) hours following receipt of the notice. Should the Tenant not
comply with the Landlord's written request, the Landlord shall be
entitled to remove, at the Tenant's expenses, any such notice,
advertisement, print, sign or writing, without recourse by the
Tenant against the Landlord.
The Tenant shall be permitted to install one (1) sign being its
corporate signage at its expense at a prominent location visible
to Highway 40 on the exterior of the Building, subject to the
Landlord's reasonable approval and subject to all Federal,
Provincial, and Municipal by-laws and regulations. The Tenant
shall be responsible to obtain any occupancy and sign permits.
15
Tenant is liable for all removal costs and repairs to the
Building of any damage caused by installation and/or removal of
such sign.
ARTICLE 15
COMPLIANCE WITH LAWS AND INDEMNIFICATION
15.1 Compliance with Laws. The Tenant shall, at its own expense and
without delay, comply with the requirements of all laws,
regulations, ordinances, orders and by-laws in effect for the
City of Montreal, the Montreal Urban Community, the provincial
and federal governments and each of their respective departments,
commissions and agencies, as the case may be, and any other
governmental authority having jurisdiction over the Leased
Premises, the occupancy of said Leased Premises by the Tenant for
the purposes set out in Article 7.1 hereof, or the conduct of the
Tenant's business in the Leased Premises or any demand from same.
Furthermore, the Tenant waives any claim for reduction of the
amounts payable hereunder or for any damage the Tenant may suffer
by reason of the application to the Tenant of such legislative or
regulatory provisions.
Without limiting the generality of the foregoing, the Tenant
shall carry out all alterations or changes to the Leased Premises
or to the Tenant's conduct of business in or utilization of the
Leased Premises which may be required by the above-mentioned
authorities, and prior to effecting such alterations or changes
shall submit to the Landlord plans and specifications for the
Landlord's written approval.
Should the Tenant fail to effect within the required time the
alterations or changes required by the authorities having
jurisdiction, the Landlord, following written notice to the
Tenant requiring the Tenant to carry out the required work within
a reasonable period of time, may effect said work of alteration
or change required by the authorities having jurisdiction and
shall immediately be entitled to claim repayment from the Tenant.
15.2 (a) The Tenant agrees to indemnify and save harmless the Landlord
in respect of all claims for bodily injury or death, property
damage or other loss or damage arising from the willful act or
negligence of the Tenant or any person for whom in law it is
responsible and in respect of all costs, expenses and liabilities
incurred by the Landlord in connection with or arising out of
such claims.
(b) The Landlord agrees to indemnify and save harmless the Tenant
in respect of all claims for bodily injury or death, property
damage arising from the conduct of any work by or any act or
omission of the Landlord or any person for whom in law it is
responsible and in respect of all costs, expenses and liabilities
incurred by the Tenant in connection with or arising out of such
claims shall be in lieu of a right to damages from the Landlord.
ARTICLE 16
SUBLET AND ASSIGNMENT
16.1 Consent of Landlord. The Tenant shall not at any time have the
right to sell, give, assign or otherwise dispose of the Lease nor
to sublet the Leased Premises or any part thereof, directly or
indirectly, nor to allow the Leased Premises or any part thereof
to be used by another, without prior written consent of the
Landlord, which consent shall not be unreasonably withheld.
16
16.2 Presumed Sublet and Assignment. Any of the following shall be
deemed to be a sublet or assignment of this Lease:
16.2.1 any transfer, sale or issuance involving, in the
aggregate, fifty percent (50%) or more of the
voting shares of the Tenant's share capital, where
the Tenant is a company whose shares are not
listed on any recognized stock exchange;
16.2.2 any transfer, sale or assignment involving, in the
aggregate, fifty percent (50%) or more of the
interest in the partnership, where the Tenant is a
partnership;
16.2.3 the exercising of a right of occupancy, management
or control with respect to the whole or to any
part of the Leased Premises, or with respect to
the business conducted therein, by any person
other than the Tenant, whether or not said person
is directly under the control or supervision of
the Tenant.
16.3 Offer to Landlord. Before assigning this Lease or before
subletting the whole or any part of the Leased Premises, the
Tenant shall fulfil and observe the following conditions:
16.3.1 the Tenant shall offer to sublet or to assign, as
the case may be, the Leased Premises or applicable
portion thereof to the Landlord, on the same terms
and conditions as those of this Lease;
16.3.2 the Tenant must inform the Landlord of the precise
conditions of the proposed, sublet or assignment
and of the name and address of the subtenant or
assignee proposed and provide a copy of the offer
to assign or sublet; and
16.3.3 the Tenant shall inform the Landlord of the nature
of the business and credit references of the
proposed subtenant or assignee as well as all
information relating to the proposed sublet or
assignment, which the Landlord deems necessary.
The Landlord shall then have a period of ten (10) business days
following receipt of a notice from the tenant complying with the
conditions stated above, to accept or refuse the offer of
assignment or sublet by the Tenant or to cancel this Lease as of
the effective commencement date of such sublet or assignment.
Failure to reply within the stipulated delay shall not be deemed
a consent by the Landlord of Tenant's request pursuant to this
section.
16.4 Time Limit for Sublet and Assignment . Should the Tenant not
sublet or assign the Leased Premises or any part of the Leased
Premises within sixty (60) days after obtaining the authorization
of the Landlord, such authorization shall from that time be
considered null and of no further legal effect, and in such case
the Tenant may not sublet or assign the Leased Premises without
once again complying with all provisions of this Article.
16.5 New Lease. The Landlord, rather than give its authorization for a
sublet or an assignment of the Lease within the period of ten
(10) business days described in Article 16, shall be entitled to
require the proposed subtenant or assignee to sign a new lease
according to and on the same terms and conditions as contained in
the offer to sublet or assign.
17
16.6 Sole Liability. Notwithstanding any sublease or assignment, the
Tenant shall remain jointly and severally liable with the
assignee or subtenant for the performance of all the obligations
set out in this Lease and every assignee or subtenant shall
assume the execution of said obligations of the Tenant towards
the Landlord. The Tenant and each assignee or subtenant shall, by
the sole fact of the assignment or sublet, be jointly and
severally responsible towards the Landlord for the performance of
all the obligations evidenced by this Lease and all of their
movable effects found in the Leased Premises shall be allocated
to the guarantee of the Landlord's rights.
16.7 Approval of Advertising. The Tenant may not, in any manner
whatsoever, advertise his intention to, nor otherwise assign the
Lease or sublet the Leased Premises, and may not authorize a real
estate broker or other person to do so, without the prior written
consent of the Landlord. In particular, the rental rate
applicable to the Leased Premises may not in any way appear in
any advertisement.
ARTICLE 17
SUBORDINATION AND ATTORNMENT
17.1 Assignment by Landlord. In the event of the sale, lease or other
transfer of the Building or any part of the Building by the
Landlord, or the assignment by the Landlord of this Lease or any
interest of the Landlord hereunder, to the extent that the
purchaser, tenant or assignee assumes the obligations of the
Landlord hereunder, the Landlord shall, thereupon and without
further agreement, be freed of all liability with respect to such
obligations.
17.2 Status Statement. Within ten (10) days following the Landlord's
written request thereof, the Tenant shall execute and deliver to
the Landlord or to any other person designated by the Landlord a
status statement substantially in the form described in Schedule
"C" attached hereto.
17.3 Subordination. All of the Tenant's rights under this Lease shall
be subject and subordinate to the rights of any hypothecary
creditor or other holder of any real charge against the Leased
Premises or any other assignee of the Landlord's rights under
this Lease, and the Tenant shall attorn to any such hypothecary
creditor or assignee as if such hypothecary creditor or assignee
were the Landlord under this Lease, all of which constitutes an
essential condition of this Lease. However, such subordination or
attornment shall not have the effect of infringing the Tenant's
right to enjoyment of the Leased Premises under this Lease, for
as long as the Tenant is not in default hereunder.
17.4 Signature of Documents. The Tenant agrees to execute and sign any
act or document deemed necessary or desirable by the Landlord in
order to subordinate the Lease to any hypothec or other charge,
at the Landlord's expenses.
ARTICLE 18
DEFAULT AND RECOURSE
18.1 Events of Default. The Tenant shall be in default hereunder in
the following events:
18.1.1 if the Tenant fails to pay to the Landlord any
amount due and exigible under this Lease,
including Minimum
18
Rent, Operating Expenses, Real Estate Taxes and
Utilities;
18.1.2 if the Tenant or any other person occupying the
Leased Premises becomes insolvent in whole or in
part, or makes any general assignment of property
for the benefit of its creditors; if the Tenant is
placed in bankruptcy or liquidation, or avails
itself of the benefit of any legislation relating
to bankruptcy or insolvency, or attempts to do so,
if a receiver or a sequestrator is appointed for
the Tenant's property or any part of such
property, or if a writ of execution or seizure is
issued against the Tenant;
18.1.3 if the Tenant's property is transferred,
transmitted or otherwise passed to any other
physical person or moral person, by mutual
agreement or by the operation of the law, except
where such physical person or moral person has, in
writing, assumed this Lease towards the Landlord
and where the conditions described in Article 16,
16 herein above have been observed;
18.1.4 if the Tenant fails to take possession of the
Leased Premises, or, after taking possession,
leaves the Leased Premises unoccupied or vacant
for a period of five (5) consecutive days, or
abandons the Leased Premises for any reason
whatsoever, or if the Leased Premises are occupied
by any physical person or moral person not so
authorized under this Lease;
18.1.5 if the Tenant alters or modifies the use of the
Leased Premises;
18.1.6 if any application is made or action taken for the
winding-up or dissolution or liquidation of the
Tenant or the Tenant's assets;
18.1.7 if the Tenant is in default in fulfilling any
other term, condition or obligation of this Lease.
18.2 Termination of Lease. Subject to an event of default described in
Article 18.1.2 above, in which event termination of the Lease
shall be automatic, in the event of any default by the Tenant as
defined in this Article 18, the Landlord may give the Tenant
written notice of the Landlord's intentions to terminate the
Lease, and the Term of the Lease shall end automatically on (i)
the fifth (5th) day after this notice, in the case of default of
any provisions relating to the payment of any amount of money, or
(ii) the fifth (5th) business day after the notice in all other
events of default or at the end of any extension period agreed
upon by both parties, acting reasonably, in the event the default
cannot be reasonably remedied within such time period; this
termination shall have the same effect and the same force as if
it were the date of expiration of the Term of the Lease, the
whole without any legal action being required and subject in any
case to the Tenant's obligation to pay to the Landlord all
amounts due to the Landlord and all damages resulting from the
default.
18.3 Tenant's Right to Remedy Default. In all cases, save an event of
default described in Article 18.1.2 above, the Tenant may remedy
the default, following notice from the Landlord, provided that
the default is remedied within the period of time referred to in
the preceding paragraph.
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18.4 Return of Leased Premises. In the event of termination of the
Lease under the provisions of this Article 18, the Tenant shall
immediately return the Leased Premises to the Landlord, or, if
the Tenant has not yet taken possession thereof, the Tenant shall
abandon its rights to possession thereof, and the Landlord or the
Landlord's agents and employees may immediately or at any time
thereafter enter the Leased Premises and evict the Tenant or any
other person and all property contained therein, and may padlock
the Leased Premises or change the locks therein, and without
liability of the Landlord or any damages whatsoever in favour of
the Tenant.
Should the Tenant leave any property or moveable effects in the
Leased Premises, the Landlord shall immediately, without any
notice to the owner of said property or moveable effects being
required, become the owner of such property or moveable effects.
The Tenant shall not be entitled to any damages, whether
contractual or extra-contractual or otherwise, and shall free and
indemnify the Landlord of any claims or actions in connection
with said property and moveable effects from whomsoever.
18.5 Damages. In the event of termination of the Lease under the
provisions of this Article 18, the Landlord shall immediately
be.......entitled to payment of all arrears together with the
equivalent of the Minimum Rent, Operating Expenses and Real
Estate Taxes payable on a monthly basis for the current month
plus the next ensuing six (6) months; the Landlord may claim
immediate payment of this amount and of any other amount past
due, and any other amount owed by the Tenant to the Landlord at
that time, subject to the Landlord's other rights and recourse.
Should termination of the Lease result from the Tenant's
bankruptcy or insolvency or be based upon such bankruptcy or
insolvency, the Landlord may, in addition to the other rights and
recourse available to it, require payment of the equivalent of
three (3) months' Minimum Rent, Operating Expenses and Real
Estate Taxes, on a monthly basis, as rent in advance.
18.6 Waiver. Should the Tenant fail to fulfil any of its obligations
hereunder, and should the Landlord have begun proceedings to
cancel or to terminate this Lease or to have the cancellation or
the termination of the Lease confirmed, the Tenant hereby
acknowledges that it shall not be entitled to hinder or prevent
such cancellation or termination, by remedying the default, once
said legal proceedings have been taken or measures applied,
notwithstanding any law, usage or custom to the contrary. In
particular, the payment after legal proceedings have been
instituted shall not entitle the Tenant to avoid the resolution
of the Lease.
18.7 Re-Letting of Leased Premises. If the Landlord does not exercise
the option to terminate this Lease in accordance with this
Article, the Landlord may, at its option, without additional
notice to the Tenant and without terminating this Lease, as
mandatory of the Tenant, take possession of the Leased Premises
and of all property contained therein, and sublet all or any part
of the Leased Premises and any improvements, fixtures and
accessories contained therein, upon such terms and conditions as
the Landlord deems appropriate. The Tenant hereby grants the
Landlord an irrevocable mandate to carry out the preceding. In
such case, the Tenant shall continue to be liable for the
performance of all of the Tenant's obligations under this Lease,
including payment of the rent and other amounts payable
hereunder. The Landlord shall be entitled to apply all of the
Tenant's obligations to the new subtenant, and to collect and
receive the rent and all other amounts payable by said subtenant,
20
and to apply these amounts after all expenses incurred by the
Landlord to any indebtedness of the Tenant to the Landlord from
time to time. Any deficiencies shall be paid to the Landlord upon
demand of the Landlord.
18.8 Indemnity. Should the Landlord be required to retain the services
of legal counsel in order to demand the performance by the Tenant
of any of the Tenant's obligations under this Lease, the Tenant
shall pay to the Landlord, upon demand, in addition to the
reasonable legal costs for which the Tenant would otherwise be
indebted, whether or not legal action is taken, an indemnity
equal to fifteen percent (15%) of the amount for which the Tenant
would otherwise be indebted to the Landlord, and this amount
shall serve to defray the additional administrative expenses
incurred by the Landlord in obtaining the performance of the
Tenant's obligations hereunder.
18.9 Landlord's Right to Remedy Default. Should the Tenant default in
the performance of any of the obligations under this Lease, the
Landlord may perform such obligation on behalf of the Tenant,
and, if necessary, enter the Leased Premises without notifying
the Tenant. The Tenant shall pay to the Landlord, upon demand,
the amount of all reasonable costs and expenses incurred by the
Landlord with regard to the default or in remedying or attempting
to remedy the default, together with an amount equal to fifteen
percent (15%) of such amount as administration fees.
18.10 Absence of Waiver. No indulgence or oversight on the part of
either of the parties with respect to a default by the other
party in the performance of any of its obligations under this
Lease shall be considered to be a waiver of the Landlord's rights
or of the Tenant's rights hereunder with regard to the default or
to any subsequent default; neither shall it affect nor modify in
any manner whatsoever the Landlord's rights or the Tenant's
rights hereunder with regard to such subsequent default;
moreover, no waiver may be inferred from any act or omission by
the Landlord or by the Tenant, unless the waiver is in writing.
18.11 Remedies Generally. Mention in this Lease of any particular
remedy or remedies of the Landlord in respect of any default by
the Tenant shall not preclude the Landlord from any other remedy
in respect thereof, whether provided herein or available in law.
No remedy shall be exclusive or dependent upon any other remedy,
and the Landlord may from time to time exercise any one or more
of such remedies separately or in combination, such remedies
being cumulative and not alternative.
18.12 Deposit. With the signature of this Lease, the Tenant has given a
deposit in the amount of FIFTY THOUSAND AND ---00/100 Dollars
($50,000.00) (the "Deposit"), and receipt of this Deposit is
hereby acknowledged. The Landlord shall hold the Deposit and
apply the same towards the first rentals due pursuant to the
Terms of this Lease.
ARTICLE 19
INFORMATION
19.1 Information. The Tenant authorizes the Landlord to obtain
information relevant or necessary to the execution of this Lease
and, in particular, those relating to the Tenant's solvency and
to establish a file in respect of such information. For these
purposes, the Tenant authorizes any financial institution, agent
of personal information, contractors and suppliers, and any other
person with
21
such information to communicate such information to the Landlord
during the Term of the Lease.
ARTICLE 20
OWNERSHIP
20.1 Ownership. The Landlord declares that it is the sole owner of the
Leased Premises.
ARTICLE 21
NOTICE
21.1 Procedure and Addresses. Any notice which is required to be given
under this Lease or in connection therewith shall be deemed to
have been legally given if it is delivered in person or sent by
registered mail or transmitted electronically (in which case, any
notice thus transmitted shall be confirmed in writing and sent by
registered mail or delivered in person) to the following
addresses:
21.1.1 If to the Landlord:
00 Xxxx Xxxxxx West,
X.X. Xxx 000, Xxxxx 0000,
Xxxxxxx, Xxxxxxx, XXX A
Attention: V.P. Leasing
21.1.2 If to the Tenant:
00000 Xx-Xxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxx
and to:
Xxxxxx Xxxxxxx
Lawyers
1250 Xxxx Xxxxxxxx Blvd. West
Suite 2500
Xxxxxxxx, Xxxxxx X0X 0X0
Attention: Xxxxx Xxxxxxxxx
or such other place as either of the parties may designate to the
other party, by written notice given as described above.
Any notice sent by mail shall be deemed to take effect on the
third (3rd) business day following the date of mailing. Any
notice sent electronically shall be presumed to have been given
and received on the day following the date of transmission. If
the day following the date of transmission is not a business day,
the notice shall be presumed to have been given and received on
the following business day.
21.2 Election of Domicile. The Tenant elects domicile in the Leased
Premises for the purposes of service of any procedure or any
other document of a legal nature in connection with any action of
any nature whatsoever taken by the Landlord for the purpose of
enforcing the Landlord's rights hereunder.
ARTICLE 22
EXPIRATION OF LEASE
22.1 Termination of Lease. The occupancy by the Tenant of the Leased
Premises beyond the date contemplated in the present Lease
22
shall not have the effect of extending the Term of the Lease nor
of renewing the Lease for any period of time, notwithstanding any
other provision of the law, and the Tenant shall be deemed to be
occupying the Leased Premises against the wishes of the Landlord,
who may exercise all recourse available in law to evict the
Tenant and claim damages from the Tenant. The Landlord may,
however, at its option, if the Tenant continues to occupy the
Leased Premises, give the latter written notice at any time that
the Tenant may continue to occupy the Leased Premises from month
to month, in consideration of a Minimum Rent equal to one and
one-half that stipulated in Article 4, payable in advance in
monthly instalments, subject to the same conditions as those in
the present Lease.
ARTICLE 23
UNAVOIDABLE DELAY
23.1 Unavoidable Delay. Except for the payment of an amount of money,
each time that the Lease provides for the performance of an
obligation, the obligation shall be performed subject to any
delay caused by an act of God, superior force, strike, lockout,
labour conflict, inability to procure materials, restrictive
government restrictions or orders, bankruptcy of a contractor or
any other condition of a like nature or not (except for the
financial situation of either one of the parties), which is
reasonably beyond the control of the Landlord or the Tenant, as
the case may be (an "Unavoidable Delay"). The Tenant and the
Landlord shall be deemed not to be in default in the performance
of any obligation under this Lease if they are prevented from so
doing by Unavoidable Delay, and any period of time for the
performance of such obligation shall be extended accordingly. The
Tenant and the Landlord shall notify each other respectively
without delay at the outset of the cause, the duration and the
effect, to their knowledge, of any Unavoidable Delay.
ARTICLE 24
MODIFICATION OF LEASE
AND PERFORMANCE BY THIRD PARTY
24.1 Modification of Lease. Any alteration, waiver or modification of
the terms and conditions of the Lease shall be valid only if
expressly provided in writing, subject to the Landlord's right to
establish rules and regulations for the orderly operation of the
Leased Premises.
24.2 Publication. The Tenant may publish a Notarial Summary of Lease
and agrees to submit said Summary to the Landlord for its prior
approval, the said approval not to be unreasonably withheld. All
documents submitted for publication shall not make reference to
any financial terms of this Lease. The Tenant shall pay the cost
of the preparation and publication of the Summary of Lease.
24.3 Performance by Third Party. The Tenant, including any person
claiming to be a subtenant or assignee of the Tenant, agrees that
the payment of Minimum Rent or the performance of any obligation
by any person other than the Tenant shall not constitute an
acknowledgement of rights other than those expressly granted
hereunder or a waiver of any of the Landlord's rights and
recourse.
The Landlord may at any time accept the Minimum Rent from the
Tenant or from any physical person or moral person occupying the
Leased Premises, without in any way waiving any of the Landlord's
rights and recourse under this Lease.
23
ARTICLE 25
MISCELLANEOUS
25.1 Successors and Assignees. This Lease shall bind the successors
and assignees of the Landlord and those of the Tenant, however,
it is understood and agreed that any and all Inducements,
Landlord's Work, Minimum Net Rent Free Periods, Options or rights
contained or referred to herein are personal to HAEMACURE
CORPORATION and HAEMACURE BIOTECH INC., and are non-assignable,
or transferrable to any assignee or sublessee without the prior
written approval of the Landlord.
25.2 No Partnership. The parties to this Lease expressly declare that
no provision of this Lease and no act on their part shall be
intended or shall be interpreted as establishing between them a
relationship other than that of Landlord and Tenant.
25.3 Cancellation of Previous Agreements. This Lease contains all of
the mutual commitments and obligations of the parties with
respect to the leasing of the Leased Premises, and cancels, for
all legal purposes, any previous representations, negotiations or
agreements of any nature whatsoever.
25.4 Jointly and Several Liability. Should this Lease be signed by
more than one person as Tenant, each of them shall be jointly and
severally liable to the Landlord for payment of rent and the
performance and observance of the terms and conditions of this
Lease, without the benefit of division or discussion.
25.5 Brokerage Commission. The Tenant hereby warrants that the sole
real estate broker involved in the negotiations of this Lease
including the Offer or Agreement proceeding this Lease is Royal
Lepage Commercial Real Estate Services Ltd. and that payment of
its fees and commissions shall be made by the Landlord. Any other
brokerage commission with respect to this transaction (including
any offer or agreement preceding this Lease) shall be borne
exclusively by the Tenant, and the Tenant shall indemnify the
Landlord against any claim with respect thereto, except in the
case where the Landlord has given specific written authorization
to a broker or an agent with respect to this transaction.
25.6 Governing Laws. This Lease shall be interpreted in accordance
with the laws of the province of Quebec. --------------
25.7 Metric Conversions. The parties to this Lease agree to the
following metric conversion factors:
1 meter = 3.2808 feet
1 square meter = 10.7639 square feet
1 foot = 0.3048 meters
1 square foot = 0.0929 square meters
25.8 Headings and Numbers. The headings, captions, article numbers,
section numbers, subsection numbers, and table of contents
appearing in this Lease are inserted only as a matter of
convenience, and in no way define, limit, construe or describe
the scope of intent of the parties to this Lease nor in any way
affect this Lease.
25.9 Interpretation. The words "herein above", "herein",
"above-mentioned", "hereunder" and similar expressions used in
any article, section or subsection of this Lease refer to the
whole of the
24
Lease and not to that article, section or subsection only, unless
otherwise stipulated.
Where required by the context hereof, the singular shall include
the plural and the neuter gender the masculine and feminine.
ARTICLE 26
SPECIAL PROVISIONS
26.1 Schedules. The Tenant and the Landlord agree that Schedules "A",
"X--0", "X", "X-0", "C", "D", "E", "F" and "G" attached hereto
form an integral part of this Lease as if they were contained in
this Lease.
26.2 English Language. The Parties specifically declare that they have
requested that the present Lease and all writings relating
thereto to be drawn up in the English language. Les Parties
declarent qu'elles ont demande que le present Bail et toute
correspondance s'y relatant soient rediges en anglais.
IN WITNESS WHEREOF the parties have signed this Lease this 6th day of December,
1994.
SLOUGH ESTATES CANADA LIMITED
(Landlord)
WITNESS: /s/ by: /s/
------------------------------ ----------------------------
Name:
Title:
WITNESS: /s/ and: /s/ Xxx Xxxxxxx c/s
------------------------------ ----------------------------
Name: Xxx Xxxxxxx
Title: V.P. Leasing
I/WE have the authority to bind the
Corporation
HAEMACURE CORPORATION
(Tenant)
WITNESS: /s/ by: /s/ Xxxx Xxxxxx
------------------------------ ----------------------------
Name: Xxxx Xxxxxx
Title: President
WITNESS: and: c/s
------------------------------ ----------------------------
Name:
Title:
I/WE have the authority to bind the
Corporation
HAEMACURE BIOTECH INC.
(Tenant)
WITNESS: /s/ by: /s/ Xxxx Xxxxxx
------------------------------ ----------------------------
Name: Xxxx Xxxxxx
Title: President
WITNESS: and: c/s
------------------------------ ----------------------------
Name:
Title:
I/WE have the authority to bind the
Corporation
25
SCHEDULE "A"
PLAN OF PREMISES
[PLAN OF PREMISES GRAPHIC OMITTED]
SCHEDULE "A-1"
[LAND LAYOUT GRAPHIC OMITTED]
SCHEDULE "B"
LANDLORD'S WORK
1. The Landlord will execute, at its own cost and expense, the
following improvements:
Prior to November 1st, 1994, and provided this Lease has been
fully executed by August 31st, 1994 the Landlord shall provide
approximately TEN THOUSAND FIVE HUNDRED and SEVENTY-FIVE
(10,575.00) square feet of finished offices and laboratories
(walls, floors, and ceilings to Base Building Standard Finishes),
built out according to the Tenant's floor plan attached hereto as
Schedule "A-1". The Landlord shall install the applicable "Base
Building" standard finishes which shall include a dropped T-Bar
ceiling system, H.V.A.C. distribution, sprinkler head
distribution, office standard and fluorescent lighting. The
Landlord shall construct to Landlord's "Base Building" standards
the improvements shown on Schedule "A-1" (excluding furniture and
systems furniture) to the Tenant's specifications as detailed in
Schedule "B-1" hereto. The Landlord shall ensure that the
Building has an electrical entrance/service of at least 600
volts, 200 amps. The Landlord shall construct the improvements in
accordance with the specifications stated above (including all
relevant drawings, i.e. working, electrical, mechanical
drawings), up to a maximum cost of TWENTY-FIVE and ---00/100
Dollars ($25.00) per square foot of usable square feet of office
area of the Premises. The Landlord undertakes to proceed by way
of two (2) competitive bids for the construction of the Tenant's
premises.
All improvements, alterations, installations, finishes, materials
specifications or capacities in excess of Landlord's "Base
Building Standard" and/or maximum allowance of $25.00 per square
foot of usable office are of the office Premises, which are
required and/or specified by Tenant to facilitate Tenant's
specific use of the Premises, shall be conducted only upon proper
written authorization or change order signed by the Tenant at the
Tenant's Cost. Should the maximum allowance be exceeded then, up
to a maximum of THIRTY THOUSAND and ---00/100 Dollars
($30,000.00) the Tenant shall pay one-half of such exceeded
amount to the Landlord before the Commencement Date and the
Landlord shall amortized the remaining one-half of such exceeded
amount (up to a maximum of $15,000.00) over the Term of the Lease
with interest thereon at 10% per annum. Such amortized amount
shall be repayable by equal monthly payments at the same time and
in the same manner as Minimum Net Rent and shall be recoverable
in the same manner as rent. Notwithstanding anything contained
herein, the exterior window not to be part of the $25.00 per
square foot allowance, where required by the Tenant. The Landlord
shall at its entire cost install a skylight in the reception
area, said cost to form a part of the Tenant's $25.00 per square
foot allowance.
2. Condition on Commencement of Landlord's Work.
The Tenant acknowledges that the Landlord will not commence the
above noted work until the Lease has been fully executed.
3. Delay of Landlord's Work by Tenant.
Should the Landlord's Work be delayed due to any delays caused by
the Tenant then the Lease and the Minimum Rent Free Period shall
commence and be in full force and effect upon the dates as set
out in the Lease.
4. Unavoidable Delay of Landlord's Work.
For the purpose of this Lease "Unavoidable Delay" shall be
defined as a delay caused by fire, strike or other casualty or
contingency beyond the reasonable control of the Landlord who is
by reason thereof, delayed in the performance of its obligations
under the lease in circumstances where it is not within the
reasonable control of such party to avoid such delay (but does
not include lack of funds or other financial causes of delay),
the Landlord shall use all reasonable efforts to subsequently
complete the work as set
Page 1 of 2
out herein by the commencement date of the Lease. If the Landlord
is unavoidably delayed then the date to complete the work shall
be automatically extended by the length of such delay and the
commencement date, expiry date and any Minimum Rent Free Period
as set out in the Lease shall also be extended accordingly.
5. Extra Costs Regarding Use.
It is agreed and understood that any additional construction
costs incurred to meet municipal regulations and building codes
due to the Tenant's specific use and occupancy shall be at the
Tenant's expense.
6. Extra Costs Regarding Additional Work.
It is agreed and understood that all additional items of work not
specifically described in this Lease that may be required by the
Tenant to ready the Premises for occupancy, shall be considered
Tenant's work, (the "Tenant's Work") and shall be performed by
the Landlord at the Tenant's expense.
CWO 724, Haemacure Corporation
Building 1601, Unit(s) 1
Page 2 of 2
SCHEDULE "B-1"
2,3 AIR CONDITIONING
- AC UNITS = maximum of three - 20 ton rooftop units
with heating
- Ducts & Zones = to be determined by Slough's engineers
- Thermostats
3 SPRINKLERS:
To move and add heads to adjust to client layout and building code.
4 PLUMBING:
Toilets - 6
Urinal - 1
Sinks - 14
Eyewash - 1
Hot water tank - 1
Not including floor drains in lab area, slop sink for janitorial room or
drinking fountain but to include plumbing for the sinks only.
5. ELECTRICITY/LIGHTING:
5.1 FIXTURES
To install necessary fixtures to attain approximately 65 foot candle at
desk level.
5.2 OUTLETS
One standard power receptables per 125 sq. ft. of office area. 60 outlets
for the purpose of telephone or communications.
Not included are 220V outlets and any other special requirements. No
separate circuits included.
5.3 EMERGENCY AND EXIT LIGHTS
To install necessary exit lights and emergency lights as per required by
code.
Not included: generator equipment and/or batteries.
Two 8 foot industrial fixtures in storage area.
6. CEILING
6.1 SUSPENDED CEILING
To install "T" bar ceiling with acoustical tiles.
To install insulation blanket over ceiling of:
executive area
boardroom
cafeteria
6.2 GYPROC CEILING
To install a gyproc ceiling in labs, glassware, and equipment room.
6.3 PARABOLIC LENSES
To install parabolic lenses in reception, executive area, boardroom, to a
maximum of 40.
7. FLOOR COVERING
7.1 CARPET
To install 28 oz nylon carpets in all offices are office areas complete
with carpet baseboard and inlays in boardroom and President's office.
7.2 VINYL TILES
To install vinyl tiles in labs area including corridors and access areas
as well as storage and chemical, complete with vinyl baseboards.
7.3 CERAMIC TILES
To install ceramic tiles in washrooms, complete with ceramic baseboards.
SCHEDULE "C"
STATUS STATEMENT
TO:
The undersigned, ____________________ duly authorized representative of being a
tenant of SLOUGH ESTATES CANADA LIMITED (the "Landlord") in virtue of a lease
dated the day of ____________________, 19_____ (the "Lease") confirms,
acknowledges and certifies as follows:
1. In virtue of the Lease, we are tenants of a superficial area of
____________________ square feet on the __________ floor of the building
situated at ____________________ City of __________, Province of Quebec.
2. The building and premises referred to in the Lease and all improvements to
our leased premises have been completed to our satisfaction and in
accordance with any agreement which we may have had with the Landlord.
3. We have received from the Landlord all tenant's improvement allowances and
inducements payable to us in respect of the Lease.
4. We took possession of the leased premise on the __________ day of 19_____,
and we are still in possession of the said premises.
5. The Lease is in full force and effect and its term began on the __________
day of __________, 19_____, and shall terminate on the __________,
19_____.
6. We are paying the rent stipulated in the Lease (basic rent, percentage
rent (if applicable), additional rent and contributions to common
expenses).
7. The rent is payable in advance the first day of each month; however, no
rent, be it basic rent or additional rent, has been paid in advance except
for the current month's rent.
8. We have no right to claim set-off against rents due or to become due
whether under the Lease or otherwise, and there are no facts that exist or
events that have occurred which would allow us to terminate our lease or
reduce the basic rent below the amounts stipulated in the Lease.
9. The Lease has not been cancelled, surrendered, modified or amended since
it was executed and no assignment or transfer of the Lease has been served
upon us with respect to the Lease or the rentals payable thereunder.
10. We have not instituted any actions against the Landlord.
11. Neither we nor the Landlord are in default in respect of any of the terms
and conditions of the Lease.
12. The Lease contains the following option to renew, right of first refusal
on additional space or right to expand, etc. (please give details):
13. The annual basic rental in virtue of the Lease is $__________ from the
__________ day of __________, 19_____, to the __________ day of
__________, 19_____.
SIGNED at __________, this __________ day of __________, 19_____.
Per:
-------------------------------
SCHEDULE "D"
RULES AND REGULATIONS
The Tenant covenants and agrees that the Rules and Regulations shall in all
respect be observed and performed by the Tenant, its employees and agents and to
the extent the Tenant can require the same, by its invitees and others over whom
the Landlord shall have available to it, all remedies provided in this Lease and
all other legal remedies available at law or in equity upon a breach of the
Rules and Regulations by the Tenant. The Landlord may terminate this Lease
forthwith upon such breach if, after Notice of such breach, the Tenant fails to
remedy or commence to remedy such breach within ten (10) days or fails to
diligently continue to rectify such breach. The Tenant acknowledges that the
Landlord has no obligation and there shall be no liability upon the Landlord for
non-enforcement of the Rules and Regulations. The Rules and Regulations shall
include, without limitation, the following:
1. Animals or Birds.
No animals or birds shall be kept in the Leased Premises.
2. Care of Interior and Exterior (if applicable) of Leased Premises.
The Tenant shall keep the Interior and Exterior (if applicable) of the
Leased Premises clean, orderly and tidy. The Tenant shall keep perishable
items properly refrigerated. The Tenant shall deposit all debris, trash
and refuse in areas, at times and in such a manner as the Landlord shall
reasonably delegate.
3. No one shall use the Premises for sleeping quarters.
4. The Tenant shall observe strict care not to allow windows admitting light
into the Premises to be left opened or remain open so as to admit rain or
snow, or so as to interfere with the heating of the Premises or the air
conditioning of the Premises or of the Building. The Tenant will be
responsible for any injury caused to the property of other Tenants or to
the property of the Landlord by failure on the part of the Tenant to
observe this rule.
5. Furniture, effects and supplies shall not be taken into or removed from
the Premises except at such time or in the normal course of business and
in such manner as may be previously approved by the Landlord.
6. The Landlord shall have the right to require all persons entering and
leaving the Building at hours other than normal business hours, which are
defined as between 8:00 am and 6:00 pm, Monday through Friday, to identify
themselves to a watchman or security guard (where applicable).
7. Electrical and Communications Wiring.
The Landlord shall direct the location and manner of installation of all
wiring and equipment in the Leased Premises. There shall be no boring,
cutting or installation of telephone, telegraphic, electric or other
wiring without the written consent of the Landlord.
8. Loading, Unloading, Delivery (if applicable).
Deliveries, shipments and all loading and unloading of items to and from
the Premises by means of such doorways, corridors and in such manner as
the Landlord shall reasonably designate.
9. Use of Elevator (if applicable).
Elevators shall not be used without the prior approval of the Landlord for
the movement of furniture, freight, supplies or equipment and shall be
left in clean condition following use.
Page 1 of 3
10. Obstruction of Plumbing and Washroom Facilities and Common Areas.
The Tenant agrees that it will not use or permit its employees, agents or
invitees to use the plumbing or washroom facilities of the Leased Premises
or common areas for any purpose other than that for which they are
constructed.
11. Overloading of Floors (if applicable).
The Tenant shall not permit any floor of the Leased Premises to be loaded
to more than (250) pounds per square foot live load. All safes and other
heavy objects liable to injure or destroy any part of the Leased premises
or the Park development shall be moved at such times, by such means and by
such persons as the Landlord shall reasonably direct. Upon the termination
of this lease and the Tenant shall forthwith inform the Landlord in
writing of the combination of all locks, safes and vaults in or on the
Leased Premises.
12. Restriction on Dangerous Materials.
The Tenant shall not keep, use, sell or offer for sale in the Leased
Premises, anything of a dangerous, inflammable or explosive nature.
13. Signs, Advertising and Displays.
The Tenant shall not, in or about the Leased Premises without the written
consent of the Landlord, erect exterior signs, install window or door
signs, affix window or door lettering, erect awnings or canopies or
display advertising media or devices which may be seen or heard outside
the Leased Premises. The Tenant shall remove forthwith all signs,
lettering, awnings, canopies and displays which are found by the Landlord
to be objectionable. The Tenant shall indemnify and save harmless the
Landlord from all claims, demands, loss or damage to any person or
property arising out of or in any way caused by the erection, maintenance
or removal of any sign or other installation erected or installed on or
about the exterior of the Leased Premises. The Tenant shall at its own
expense, maintain in good condition and repair all such signs, lettering,
awnings, canopies and displays, and shall observe and comply with all
requirements of any competent authority regarding the erection and
maintenance of signs including the payment of license or other fees.
14. Use of Entrances, etc.
The sidewalks, entrances, lobbies, elevators, stairways and corridors of
the Premises, Building or Park Development shall not be obstructed by the
Tenant or used by it for any other purpose than for ingress and egress to
and from the Leased Premises and the Tenant shall not place or allow to be
placed in any such areas any waste paper, dust, garbage, refuse or
anything whatever that shall tend to make such areas appear clean or
untidy.
15. Refuse/Garbage.
All garbage disposal containers used by the Tenant must be covered, locked
and maintained by the Tenant at the Tenant's expense in such a manner as
not to cause refuse or litter of any nature within the vicinity of the
container or which will cause discomfort or damage to neighbouring
tenants. The container must be emptied daily by the Tenant at his own
expense (where applicable). Should the Tenant not observe the aforesaid
provision then the Landlord will have the right to remedy and clean up
will all costs to be charged to the Tenant. The Landlord and any person
authorized by the Landlord shall have the right without unduly interfering
with the Tenant's business to relocate garbage disposal containers within
the lands owned or managed by the Landlord.
The Tenant shall comply, at its own expense with all federal, provincial
and municipal, fire, sanitary and safety laws and regulations and by-laws
pertaining to the use of the Demised Premises and surrounding area.
Page 2 of 3
16. Odours.
The Tenant shall not permit or allow odours, vapours, steam, water,
vibrations, noises or other undesirable effects to emanate from the
Premises or any equipment or installation therein which, in the Landlord's
opinion, are objectionable or cause any interference with the safety,
comfort or convenience of the Building by the Landlord or any occupants
thereof or their invitees.
17. Pest Control.
The Tenant shall, at its own expense and at such reasonable intervals as
the Landlord may require, use such pest extermination contractors for the
Leased Premises as the Landlord may direct. If the Tenant fails to
exercise such pest control measures as so directed by the Landlord, the
Landlord shall have the right, at its option, to exercise such pest
control measures for the Leased Premises, and one hundred and fifteen
percent of the cost thereof shall be payable forthwith by the Tenant upon
demand by the Landlord.
Page 3 of 3
SCHEDULE "E"
OPTION TO EXPAND
Provided the Tenant is HAEMACURE CORPORATION and bona fide physically occupies,
uses and continuously carries on business in the entire Premises during the
Term, and has not been in material default under this Lease then, the Landlord
and Tenant agree as follows:
A. Should the Tenant at any time after the first three (3) years of the Term
and prior to the beginning of the eighth (8th) year of the Term give the
Landlord a minimum of eighteen (18) months written notice prior to the
date of the Tenant's requirement [being the Commencement Date of the lease
of the new premises] to expand to new premises ("18 Months Notice") of at
least fifty thousand (50,000) square feet ("New Premises") then, if the
Landlord is unable to accommodate the Tenant's requirement for such New
Premises within the Landlord's existing buildings at any of the its
Kirkland P.Q. properties, or if such existing buildings are not suitable,
the Landlord shall, subject to the negotiation of satisfactory terms, and
provided the Landlord has sufficient undeveloped land to accommodate such
New Premises at any of its Kirkland P.Q. properties, offer to the Tenant
the option to build for the Tenant on a Design/Build lease basis such New
Premises. The specific terms, specifications costs and conditions of such
a Design/Build lease arrangement [the "Terms"] shall be negotiated between
the Landlord and the Tenant within ninety (90) days of the Tenant giving
the Landlord the 18 Months Notice, both parties acting reasonably and in
good faith however, the lease of the New Premises shall be for a Minimum
term of not less than ten (10) years.
All plans, approvals and consents required for the construction of such
Design/Build lease New Premises shall be completed and signed off by both
parties not later than twelve (12) months prior to the Commencement Date
of the lease for the New Premises.
B. Should the Landlord be able to accommodate the Tenant's New Premises
within its then existing building or its undeveloped land within any of
its Kirkland P.Q. properties and the Landlord and Tenant are unable to
agree upon the Terms and the lease for such New Premises within the ninety
(90) day period hereinbefore provided in Clause (A) above then, this Lease
shall continue in full force and effect.
C. Should the Landlord be unable to accommodate the Tenant's requirements for
New Premises within its existing buildings or on a Design/Build lease
basis then, following receipt by the Tenant of written notice from the
Landlord to the Tenant at the Premises, given within ninety (90) days of
the receipt of the 18 Months Notice, of the Landlord's inability to
accommodate the Tenant's requirement for New Premises, the Tenant shall
have the Option to Terminate this Lease (the "Termination Option") subject
to the following terms and conditions:
(i) The termination shall be effective as of the last day of the month,
eighteen (18) months following receipt by the Landlord of the 18
Month Notice (the "Termination Date");
(ii) Tenant gives the Landlord a written notice of Tenant's election to
exercise the Termination Option which notice is given not later than
fourteen (14) months prior to the Termination Date; and
(iii) Tenant is not in default under this Lease either on the date the
Tenant exercises the Termination Option, or unless waived in writing
by the Landlord, on the Termination Date; and
(iv) Tenant pays to the Landlord concurrently with Tenant's exercise of
the Termination Option, a cash lease termination fee (the "Fee") in
an amount equal to the sum of:
Page 1 of 2
the unamortized amount as of the Termination Date of the sum of the
following costs relating to the Original Premises demised under this Lease
and to all expansion space subsequently leased by the Tenant under this
Lease:
(a) any costs and legal fees paid or incurred by the Landlord in
connection with this Lease, plus;
(b) all rent abatements and cash allowances provided by the Landlord to
the Tenant under this Lease, plus;
(c) the cost of all tenant improvement work (and all design and
architectural fees associated therewith) paid or incurred by the
Landlord under this Lease;
which costs, together with interest thereon at the rate of 10% per annum,
shall be amortized on a straight-line basis over the initial Term of this
Lease (with respect to those costs relating to the Original Premises
demised under this Lease) or over the lease term for the applicable
expansion space (with respect to those costs relating to each expansion
space), as the case may be,
D. Landlord's Notification. Within thirty (30) days after Landlord's receipt
of a notice from Tenant requesting a determination of the actual amount of
the Fee, Landlord shall notify the Tenant of such amount.
(a) Terms. If Tenant timely and properly exercises the Termination
Option, (i) all rent payable under this Lease shall be paid through
and apportioned as of the Termination Date (in addition to payment
by Tenant of the Fee), (ii) neither party shall have any rights,
estates, liabilities, or obligations under this Lease for the period
accruing after the Termination Date, except those which, by the
provisions of this Lease, expressly survive the expiration or
termination of the Term of this Lease; (iii) Tenant shall surrender
and vacate the Premises and deliver possession thereof to the
Landlord on or before the Termination Date in the condition required
under this Lease for surrender of the Premises; and (iv) Landlord
and Tenant shall enter into a written agreement reflecting the
termination of this Lease upon the terms provided for herein, which
agreement shall be executed within thirty (30) days after the Tenant
exercised the Termination Option;
(b) Termination. The Termination Option shall automatically terminate
and become null and void upon the earlier to occur of (i) the
termination of the Tenant's right to possession of the Premises;
(ii) the assignment by the Tenant of this Lease, in whole or in
part; (iii) the sublease by Tenant of all or any part of the
Premises demised under this Lease; (iv) the recapture by the
Landlord of any space under this Lease; or (v) the failure of Tenant
to timely or properly exercise the Termination Option.
Page 2 of 2
SCHEDULE "F"
OPTION TO EXTEND
Provided that; the Tenant has duly and regularly paid all Minimum Rent,
Additional Rent and any other sums required to be paid pursuant to the Lease and
within the times and manner set out in the Lease; and the Tenant has duly and
regularly observed and performed each and every one of the terms, covenants and
conditions contained in the Lease on its part to be observed and performed and
within the times and in the manner set out in the Lease; and the Tenant has
given written notice to the Landlord at least six (6) months and no earlier than
twelve (12) months prior to the expiration of the initial Term of its intention
to exercise the within Option to Extend, and so long as the Tenant is HAEMACURE
CORPORATION and HAEMACURE BIOTECH INC., and is itself in possession of and
conducting its business in the whole of the Premises in accordance with the
terms of the Lease; then the Landlord will grant the Tenant the right to extend
the Term of the Lease for the Premises on an "as is" basis for a further period
of FIVE (5) years (the "Extended Term") commencing upon the expiration of the
initial Term on such terms and conditions as are contained in the Lease, save
and except for:
(a) the Tenant shall not be entitled to the benefit of or to receive any
leasehold improvement allowance or any payments by the Landlord to
the Tenant;
(b) the Minimum Rent for the Extended Term will be based on the
Landlord's prevailing rental rates for similar space in a similar
area at the time of exercise by the Tenant of the within option to
extend, but in no event shall such Minimum Rent be less that the
Tenant's Minimum Rent for the initial Term;
(c) there shall be no further right of extension; if the Tenant fails to
give the appropriate notice within the time limit set out herein for
extending the Term, then this Extension Option shall be null and
void and of no further force or effect. If the Tenant gives such
appropriate notice within the time limit set out herein for
extending the Term, it shall forthwith execute all documentation
submitted by the Landlord prior to the commencement of the Extended
Term.
RIGHT OF FIRST REFUSAL ON ADJOINING SPACE
Provided Tenant bona fide physically occupies, uses, and continuously carries on
business in the entire Premises throughout the Term, and provided Tenant is not
in default under the Lease, and has not been in material default under the
Lease, during the initial term of the Lease, and providing the Tenant is
HAEMACURE CORPORATION and HAEMACURE BIOTECH INC., Tenant has a continuous right,
during the initial term, of prior refusal to lease adjoining space which may
become available for lease following the initial leasing (excluding any renewal
the initial Tenant may have in its lease for such space) by the Landlord
(specified area shown outlined in green on Schedule "A" attached hereto) which
becomes available. Should the Landlord receive a Notice of serious intent to
Lease space adjoining the Premises, the Landlord shall give the Tenant (only if
the Tenant is in occupancy and is in possession of the whole of the Premises and
has not sub-let or assigned any part thereof), setting forth the business terms
of such Offer to Lease upon which it is proposed to lease the adjoining space
and the Tenant shall have three (3) business days from receipt of such notice to
exercise its right of first refusal to lease the adjoining space upon the
business terms contained the Landlord's written notice. Should the Tenant
exercise its right of first refusal, it shall lease the adjoining space and the
Commencement Date for the Lease of the adjoining space shall be no later than
ninety (90) days following the date of exercise of such right of first refusal.
In the event the Tenant does not exercise its right of the first refusal
strictly in accordance with the terms hereof, then this Right of First Refusal
shall be null and void and of no further effect and the Landlord shall be free
to lease the adjoining space as it shall in its unfettered discretion, see fit.
Page 1 of 1
SCHEDULE "G"
ENVIRONMENTAL STATUS
Notwithstanding Article 13.1 and Article 13.2 of this Lease Agreement Landlord
warrants the following:
a) INSPEC-SOL Environment Inc., has monitored the Slough building site
located at l6771 St-Xxxxx Boulevard in the City of Xxxxxxxx (the
"Building") and combustible gas has never been detected in the ambient air
at the site during such monitoring period.
b) Monitoring (non-quantitative) of the ground under where the Building is
now constructed revealed the presence of volatile organic components
including methane at levels above LEL (lower explosive limit) of methane
which is 5% methane in air.
c) A continuous membrane has been installed under the Slough Building which
has been designed to prevent penetration of biogases into the Building
from underneath the Building. This membrane has been equipped with a
suction system to evacuate any remnant gases or volatile organic
components which may collect below the membrane.
d) The VOC (volatile organic compounds) levels measured in the ambient air
above ground at the Building site are the same as what would be found in
the community local to the area of the site. There was no measurable
effect of the adjacent landfill. (The VOC comparative report from
Environment Canada for Dorval, Quebec is conclusive in that regard.)
e) The peak levels of benzene and methyl vinyl chloride detected while
undesirable, are trace levels and any remnant VOC or biogases will be
vented through the suction system.
f) Slough Estates Canada Limited has installed special equipment (including
an alarm system connected to outside service) to detect gases and all
reasonable measures have been taken to prevent gas infiltrations from
under the Building into the Building.
g) Slough Estates Canada Limited is responsible for the special equipment
installed and will maintain and service this equipment, in accordance with
the manufacturers recommendations.
h) Should any problem arise from a malfunction of the special equipment or
gas is detected between the Building and the membrane, the Landlord will
give notice to the Tenant without delay.
i) The Tenant is aware of the existence of a membrane installed below the
Building and must not penetrate the slab with any equipment, anchors or
facility installations without prior written approval of the Landlord.
Page 1 of 1
LEASE AMENDING AGREEMENT
THIS AGREEMENT made as of the 1st day of January, 1996.
BETWEEN:
SLOUGH ESTATES CANADA LIMITED,
00 Xxxx Xxxxxx Xxxx, P.O. Box 303
Suite 4803, Xxxxxxx, Xxxxxxx, X0X 0X0
(hereinafter referred to as the "Landlord")
- AND -
HAEMACURE CORPORATION
AND
HAEMACURE BIOTECH INC.
00000 Xxx-Xxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxx, X0X 0X0
(hereinafter referred to as the "Tenant")
WHEREAS:
A. By way of Indenture made the 6th day of December, 1994, (the "Lease"), the
Landlord did demise unto the Tenant and the Tenant did lease from the
Landlord all and singular 15,149 square feet of space situate in the
building located at 16771 Ste Xxxxx Boulevard, Xxxxxxxx, Quebec (the
"Building") for a Term of TEN (10) years.
B. By way of a Lease Amending Agreement made this 20th day of March, 1995,
(the "Amending Agreement") certain terms of the Lease were amended an
inter alia, the Commencement Date of the Lease established as March 20th,
1995.
C. The Tenant has requested that the Landlord demise unto the Tenant certain
additional premises within the Building for the remainder of the unexpired
term of the Lease, in exercise of the Tenant's Right of First Refusal on
adjoining space contained in Schedule "F" to the Lease, and the Landlord
has agreed to such request.
D. The parties have agreed to amend and modify the Lease hereinafter set out.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements hereinafter set forth the parties hereto covenant and
agree as follows:
1. Definitions.
All capitalized terms used in this Agreement and not defined herein shall
have the meaning set forth in the Lease and Amending Agreement save as
further or otherwise modified or amended hereby.
2. The parties acknowledge and agree that for the purpose of:
a. paragraph 2.1 of the Lease, the "Area of the Premises" shall mean
the 15,149 square feet, being the area set out in the Lease, (the
"Initial Space"), together with an additional 4,962 square feet on
the ground floor of the Building and shown outlined in red on
Schedule "A" attached hereto and forming part of this Agreement,
(the "Expansion
Space"), both such areas being inclusive of the Tenant's Pro-Rata
Portion of the area of all Common Areas and Facilities contained
within the Building, (if any).
b. paragraph 4.1 of the Lease, as amended by the Amending Agreement
provided that, the Tenant commenced paying Minimum Rent with respect
to the Initial Space on the date described in paragraph 4.1.1 of the
Lease, as amended, being March 20th, 1995 and with respect to the
Expansion Space;
i. the Tenant shall commence making regular monthly payments of
Minimum Rent from January 1st, 1996. During the period from
January 1st, 1996 up to December 31st, 1999, the Tenant shall
pay annual Minimum Rent for the Expansion Space of
TWENTY-SEVEN THOUSAND TWO HUNDRED and NINETY-ONE and - 00/100
Dollars ($27,291.00) in equal monthly installments of TWO
THOUSAND TWO HUNDRED and SEVENTY-FOUR and - 25/100 Dollars
($2,274.25), (being $5.50 per square foot of the Expansion
Space);
ii. during the period from January 1st, 2000 up to the end of the
Term of the Lease, (being March 19th, 2005), the Tenant shall
pay annual Minimum Rent of THIRTY-TWO THOUSAND TWO HUNDRED and
FIFTY-THREE and - 00/100 Dollars ($32,253.00) in equal
installments of TWO THOUSAND SIX HUNDRED and EIGHTY-SEVEN and
- 75/100 Dollars ($2,687.75), (being $6.50 per square foot of
the Expansion Space);
3. The Landlord acknowledges receipt of a further deposit in the amount of
FOUR THOUSAND AND SIXTY-TWO and - 00/100 Dollars ($4,062.00) to be held by
the Landlord, without interest and applied as to TWO THOUSAND TWO HUNDRED
and SEVENTY-FOUR and - 25/100 Dollars ($2.274.25) towards the first
months' rental and as to TWO THOUSAND SIX HUNDRED and EIGHTY-SEVEN AND -
75/100 Dollars ($2,687.75) towards the last months' rental of the Term of
the Lease in respect of the Expansion Space.
4. Improvement Allowance.
a. The Landlord agrees to construct improvements in the Expansion Space
to a maximum of THIRTY-EIGHT THOUSAND and - 00/100 Dollars
($38,000.00), (the "Leasehold Improvements"). Any amount over and
above a maximum cost of THIRTY-EIGHT THOUSAND and - 00/100 Dollars
($38,000.00), shall be the responsibility of the Tenant. Such
Leasehold Improvements in the Expansion Space shall be provided by
the Landlord and shall include finished office with all materials,
finishes, quantities, capacities, specifications and working
drawings provided for and to the Premises to the Landlord's base
building standard, including designer fees, (the "Building
Standard"). All improvements, alterations, installations, finishes,
materials, specifications or capacities in excess of Building
Standard which are required and/or specified by the Tenant to
facilitate Tenant's specific use of the Premises, unless agreed
previously by the Landlord, shall be at the Tenant's sole cost and
expense. In the event additional construction costs (the "Additional
Costs") are incurred by the Landlord in order to comply with
municipal, provincial or federal regulations and/or building codes
imposed by any authority having jurisdiction thereover as a result
of the Tenant's specific or intended use and occupancy of the
Premises, then all such Additional Costs shall be the sole
responsibility of the Tenant.
b. Should the Leasehold Improvements be delayed due to any delays
caused by the Tenant then this Agreement shall commence and be in
effect on January 1st, 1996.
c. For the purposes of this Agreement, "Unavoidable Delay" shall mean
any delay caused by fire, strike, or other casualty or contingency
beyond the reasonable control of the Landlord which is by reason
thereof, delayed in the performance of its obligations hereunder.
(Does not include the lack of funds or other financial causes of
delay). The Landlord shall use all reasonable efforts to undertake
its work in a timely manner. In the event the Landlord is
"Unavoidably Delayed", then the commencement date of this Agreement
with regard to the Expansion Space only shall be extended by the
duration of the time that the Landlord is "Unavoidably Delayed" in
the performance of its construction of the Leasehold Improvements.
2
5. Lease Remains in Effect. The parties acknowledge and agree that the
Lease shall remain in full force and effect, unmodified save as set
out above and all terms of the Lease shall apply, mutatis mutandis,
to the Expansion Space. The Tenant's Option to Extend set out in
Schedule "F" to the Lease shall and is hereby made applicable to the
Expansion Space as well as the Initial Space.
IN WITNESS WHEREOF the Landlord and the Tenant have executed this Agreement as
of the date first set out above.
The Corporate Seal of SLOUGH
ESTATES CANADA LIMITED was hereunto
affixed in presence of:
By: /s/
--------------------------------
Authorized Signing Officer
And: /s/ c/s
--------------------------------
Authorized Signing Officer
I/WE have the authority to bind the
Corporation
The Corporate Seal of HAEMACURE
CORPORATION was hereunto affixed in
the presence of
By: /s/
--------------------------------
Authorized Signing Officer
And: c/s
--------------------------------
Authorized Signing Officer
I/WE have the authority to bind the
Corporation
The Corporate Seal of HAEMACURE
BIOTECH INC. was hereto affixed in
the presence of
By: /s/
--------------------------------
Authorized Signing Officer
And: c/s
--------------------------------
Authorized Signing Officer
I/WE have the authority to bind the
Corporation
3
SCHEDULE "A"
SITE PLAN
[GRAPHIC OMITTED]
LEASE AMENDING AGREEMENT
THIS AGREEMENT made as of the 20th day of March, 1995.
BETWEEN:
SLOUGH ESTATES CANADA LIMITED,
00 Xxxx Xxxxxx Xxxx, P.O. Box 303
Suite 4803, Xxxxxxx, Xxxxxxx,
X0X 0X0
(hereinafter referred to as the "Landlord")
AND:
HAEMACURE CORPORATION
AND
HAEMACURE BIOTECH INC.
(hereinafter referred to as the "Tenant")
WHEREAS:
A. By way of Indenture made as of the 1st day of November, 1994, (the
"Lease"), the Landlord did demise unto the Tenant and the Tenant did lease
from the Landlord all and singular 15,149 square feet of space situate on
the ground floor of the Building (as such term is defined in the Lease);
B. The parties have agreed to amend and modify the Lease as hereinafter set
out.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements hereinafter set forth the parties hereto covenant and
agree to amend and notify the Lease as follows:
1. Definitions.
All capitalized terms used in this Agreement and not defined herein shall
have the meaning set forth in the Lease, save as modified or amended
hereby.
2. Article 3 - Term of Lease.
Section 3.1 "Commencement Date" is hereby established as March 20th, 1995
and the Lease shall terminate on March 19th, 2005.
3. Article 4 - Minimum Rent.
(a) Section 4.1.1 is hereby deleted and the following substituted
therefor:
"4.1.1 for the period from the Twentieth (20th) day of March, 1995,
until the Nineteenth (19th) day of January, 2005, an annual Minimum
Rent calculated on a net rate for the rentable area of the Premises
of Nine and - 50/100 Dollars ($9.50) per square foot per year,
payable in advance in monthly installments of ELEVEN THOUSAND NINE
HUNDRED AND NINETY-TWO and - 96/100 Dollars ($11,992.96) each, on
the first day of each and every month."
(b) Section 4.1.2 is hereby deleted and the following substituted
therefor:
"4.1.2 for the period from the Twentieth (20th) day of January, 2000
until the Nineteenth (19th) day of March, 2000 the annual Minimum
Rent calculated on a net rate for the rentable area of the Premises
of Two and - 00/100 Dollars (($2.00) per square foot, per year,
payable in advance in monthly installments of TWO THOUSAND FIVE
HUNDRED and TWENTY-FOUR and - 83/100 Dollars (2,524.83) each on the
first day of each and every month."
(c) Section 4.1.3 is hereby deleted and the following substituted
therefor:
"4.1.3 for the period from the Twentieth (20th) day of march 2000
until the Nineteenth (19th) day of March, 2005, an annual Minimum
Rent calculated on a net rate for the rentable area of the Premises
of Nine and - 50/100 Dollars ($9.50) per square foot, per year,
payable in advance in monthly installments of ELEVEN THOUSAND NINE
HUNDRED and NINETY-TWO and 96/100 Dollars ($11,992.96) each on the
first day of each and every month."
4. Schedule "B" - Landlord's Work.
The second paragraph of Schedule "B", Landlord's Work, attached
hereto, the Lease provides for, up to THIRTY THOUSAND and - 00/100
Dollars ($30,000.00) of costs in excess of a maximum allowance to be
paid for as to one-half (i.e. $15,000.00) by the Tenant, and
provides for the remaining half (i.e. $15,000.00) to be amortized
over the Term of the Lease with interest thereon at 10% per annum
and repayable by equal monthly payments at the same time and in the
same manner as Minimum Rent.
The parties hereto acknowledge that such maximum allowance was
exceeded to the full amount of THIRTY THOUSAND and - 00/100 Dollars
($30,000.00) and that the sum of FIFTEEN THOUSAND and - 00/100
Dollars ($15,000.00) has been paid by the Tenant to the Landlord,
the receipt of which the Landlord hereby acknowledges. The remaining
FIFTEEN THOUSAND AND -- 00/100 Dollars ($15,000.00) has been
amortized over the Term of the Lease with interest at TEN (10%)
percent, per annum and the Tenant hereby covenants to repay such
amount be equal blended monthly payments of principal and interest,
at the same time and in the same manner as Minimum Rent, in the
amount of ONE HUNDRED and NINETY-EIGHT and - 23/100 Dollars
($198.23) each in accordance with the amortization schedule attached
hereto as Schedule "A". Should the Tenant default in payment of more
than one (1) of any of the payments required under the Lease to be
paid by the Tenant then, at the Landlord's option the full amount of
the principal sum outstanding at the time of such default, in
accordance with the amortization schedule attached as Schedule "A"
hereto together with any interest outstanding thereon at the
prescribed rate may, at the option of the Landlord become payable in
full and recoverable as rent in arrears pursuant to the terms of the
Lease.
5. Lease Remains in Effect.
The parties acknowledge and agree that the Lease shall remain in
full force and effect, unmodified save as set out above.
IN WITNESS WHEREOF the Landlord and the Tenant have executed this Agreement as
of the date first set out above.
The Corporate Seal of SLOUGH
ESTATES CANADA LIMITED was hereunto
affixed in the presence of
By: /s/
--------------------------------
Authorized Signing Officer
And: /s/ c/s
--------------------------------
Authorized Signing Officer
I/WE have the authority to bind the
Corporation
The Corporate Seal of HAEMACURE
CORPORATION and HAEMACURE BIOTECH
INC., was hereunto affixed
By: /s/
--------------------------------
Authorized Signing Officer
And: c/s
--------------------------------
Authorized Signing Officer
I/WE have the authority to bind the
Corporation
AMORTIZATION SCHEDULE
PRINCIPAL: 15,000.00
INT RATE 0.10
TERM (MTHS: 120.00
PAYMENT 198.23
PAY # INTEREST PAYMENT BALANCE
----- -------- ------- -------
15,000.00
1 125.00 198.23 14,926.77
2 124.39 198.23 14,852.93
3 123.77 198.23 14,778.47
4 123.15 198.23 14,703.39
5 122.53 198.23 14,627.69
6 121.90 198.23 14,551.36
7 121.26 198.23 14,474.39
8 120.62 198.23 14,396.78
9 119.97 198.23 14,318.52
10 119.32 198.23 14,239.61
11 118.66 198.23 14,160.04
12 118.00 198.23 14,079.81
13 117.33 198.23 13,998.91
14 116.66 198.23 13,917.34
15 115.98 198.23 13,835.09
16 115.29 198.23 13,752.15
17 114.60 198.23 13,668.52
18 113.90 198.23 13,584.19
19 113.20 198.23 13,499.16
20 112.49 198.23 13,413.42
21 111.78 198.23 13,326.97
22 111.06 198.23 13,239.80
23 110.33 198.23 13,151.90
24 109.60 198.23 13,063.27
25 108.86 198.23 12,973.90
26 108.12 198.23 12,883.79
27 107.36 198.23 12,792.92
28 106.61 198.23 12,701.30
29 105.84 198.23 12,608.91
30 105.07 198.23 12,515.75
31 104.30 198.23 12,421.82
32 103.52 198.23 12,327.11
33 102.73 198.23 12,231.61
34 101.93 198.23 12,135.31
35 101.13 198.23 12,038.21
36 100.32 198.23 11,940.30
37 99.50 198.23 11,841.57
38 98.68 198.23 11,742.02
39 97.85 198.23 11,641.64
40 97.01 198.23 11,540.42
41 96.17 198.23 11,438.36
42 95.32 198.23 11,335.45
43 94.46 198.23 11,231.68
44 93.60 198.23 11,127.05
45 92.73 198.23 11,021.55
46 91.85 198.23 10,915.17
47 90.96 198.23 10,807.90
48 90.07 198.23 10,699.74
49 89.16 198.23 10,590.67
50 88.26 198.23 10,480.70
51 87.34 198.23 10,369.81
52 86.42 198.23 10,258.00
53 85.48 198.23 10,145.25
54 84.54 198.23 10,031.56
55 83.60 198.23 9,916.93
56 82.64 198.23 9,801.34
57 81.68 198.23 9,684.79
58 80.71 198.23 9,567.27
59 79.73 198.23 9,448.77
60 78.74 198.23 9,329.28
61 77.74 198.23 9,208.79
62 76.74 198.23 9,087.30
63 75.73 198.23 8,964.80
64 74.71 198.23 8,841.28
65 73.68 198.23 8,716.73
66 72.64 198.23 8,591.14
67 71.59 198.23 8,464.50
68 70.54 198.23 8,336.81
69 69.47 198.23 8,208.05
70 68.40 198.23 8,078.22
71 67.32 198.23 7,947.31
72 66.23 198.23 7,815.31
73 65.13 198.23 7,682.21
74 64.02 198.23 7,548.00
75 62.90 198.23 7,412.67
76 61.77 198.23 7,276.21
77 60.64 198.23 7,138.62
78 59.49 198.23 6,999.88
79 58.33 198.23 6,859.98
80 57.17 198.23 6,718.92
81 55.89 198.23 6,576.68
82 54.81 198.23 6,433.26
83 53.61 198.23 6,288.64
84 52.41 198.23 6,142.82
85 51.19 198.23 5,995.78
86 49.96 198.23 5,847.51
87 48.73 198.23 5,698.01
88 47.48 198.23 5,547.26
89 46.23 198.23 5,395.26
90 44.96 198.23 5,241.99
91 43.68 198.23 5,087.44
92 42.40 198.23 4,931.61
93 41.10 198.23 4,774.48
94 39.79 198.23 4,616.04
95 38.47 198.23 4,456.28
96 37.14 198.23 4,295.19
97 35.79 198.23 4,132.75
98 34.44 198.23 3,968.96
99 35.07 198.23 3,803.80
100 31.70 198.23 3,637.27
101 30.31 198.23 3,469.35
102 28.91 198.23 3,300.03
103 27.50 198.23 3,129.30
104 26.08 198.23 2,957.15
105 24.64 198.23 2,783.56
106 23.20 198.23 2,608.53
107 21.74 198.23 2,432.04
108 20.27 198.23 2,254.08
109 18.78 198.23 2,074.63
110 17.29 198.23 1,893.69
111 15.78 198.23 1,711.24
112 14.26 198.23 1,527.27
113 12.73 198.23 1,341.77
114 11.18 198.23 1,154.72
115 9.62 198.23 966.11
116 8.05 198.23 775.93
117 6.47 198.23 584.17
118 4.87 198.23 390.81
119 3.26 198.23 195.94
120 1.63 198.23 (0.76)
