10.16(b)
FIFTH AMENDMENT TO LEASE AGREEMENT
This Fifth Amendment to Lease Agreement ("Fifth Amendment") is entered
into between Highland Industrial Properties, L.L.C., a Michigan limited
liability company, as Lessor, and Genomic Solutions Inc., as Lessee.
RECITALS:
A. Pursuant to a certain Lease Agreement dated August 7, 1997, between
Lessor and Lessee (f/k/a B. I. Systems Corporation), Lessee leased certain
premises located at 0000 Xxxxxxx Xxxxx, Xxxxx X, located in the Xxx Arbor
Commerce Park. Pursuant to four amendments to the Lease, Lessee has leased
additional premises from Lessor. The Lease and the first through fourth
amendments, of such Lease are collectively referred to as the "Lease."
B. Lessee desires to lease additional space from Lessor.
C. Based on the foregoing, Lessor and Lessee desire to further amend
the Lease in the manner described below.
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties agree that the Lease shall be
further amended as follows:
1. ADDITIONAL PREMISES. Lessor agrees to lease to Lessee and Lessee
agrees to lease from Lessor certain additional leased premises consisting of
approximately six thousand five hundred (6,500) square feet of office and
production space, commonly known as 0000 Xxxxxxx Xxxxx, Xxxxx X (the "Additional
Premises"). Lessee acknowledges that the Additional Premises are currently
occupied by another tenant. If such tenant fails to vacate the Additional
Premises on a timely basis, Lessor will use its good faith efforts to cause such
tenant to vacate, including without limitation, the commencement of legal
proceedings for possession of the Additional Premises. Lessor shall not be
liable to Lessee for any damages as a result of any delay in delivering the
Additional Premises, and Lessee shall have no right to terminate the Lease or
xxxxx its current rental obligations due to such delay. Notwithstanding the
foregoing, if the Additional Premises are not ready for Lessee's occupancy on or
before October 31, 2001, Lessee will have the right, as its sole and exclusive
remedy, to terminate this Fifth Amendment. In the event that Lessee elects to so
terminate this Fifth Amendment, the Lease, including the first four amendments
thereto, will remain in full force and effect.
The Additional Premises shall be deemed ready for Lessee's occupancy,
when Lessor provides Lessee with written notice that the Additional Premises
have been vacated, regardless of when Lessee thereafter elects to occupy the
Additional Premises. Lessee acknowledges and agrees that the Additional Premises
are being leased to Lessee in "as-is, where-is" condition.
2. LEASED PREMISES. Commencing on the date that the Additional Premises
are ready for Lessee's occupancy, the Leased Premises under the Lease shall be
deemed to consist of twenty seven thousand six hundred sixty-five (27,665)
square feet, consisting of approximately
twenty thousand nine hundred seventy six (20,976) square feet of premises
located at 0000 Xxxxxxx Xxxxx, Xxxxx X, X, X and F and approximately six
thousand six hundred eighty nine (6,689) square feet located at 0000 Xxxxxxx
Xxxxx, Xxxxx X. All references to the Leased Premises under the Lease shall be
deemed to refer to the foregoing premises. Commencing on the date the Additional
Premises are ready for Lessee's occupancy, Lessee's proportionate share of real
estate taxes and assessments under Section 4 of the Lease shall be as follows:
(i) with respect to the portion of the Leased Premises which are located at 0000
Xxxxxxx Xxxxx (Xxxxx X, X, X and F), Lessee's proportionate share shall be
72.89%; (ii) with respect to the portion of the Leased Premises located at 4401
Varsity Drive (Suite F), Lessee's proportionate share shall be 23.25%.
Commencing on the date the Additional Premises are ready for Lessee's occupancy,
Lessee's proportionate share of common area maintenance and operating expenses
under Section 6 of the Lease shall be based upon the proportion of the square
footage comprising the Leased Premises to the total number of square feet within
all of the Buildings in the Xxx Arbor Commerce Park.
3. BASIC RENTAL. From the date the Additional Premises are ready for
Lessee's occupancy until December 31, 2001, the minimum monthly rate for the
Leased Premises shall be Twenty Two Thousand Nine Hundred Eighty Five and 00/100
($22,985.00) Dollars per month, which amount shall be prorated in the event the
Additional Premises are ready for occupancy on a date other than the first day
of a calendar month. For calendar months January, 2002 through June 30, 2004,
the minimum monthly rent for the Leased Premises shall be Twenty Three Thousand
Five Hundred Sixty One and 36/100 ($23,561.36) Dollars per month.
Notwithstanding, the foregoing, Lessee shall not be obligated to pay
minimum monthly rent for the first month following the date the Additional
Premises are ready for Lessee's occupancy. If the Additional Premises are ready
for occupancy on a date other than the first day of a calendar month, the
foregoing rent credit shall be applied toward the thirty (30) day period
immediately following the date the Additional Premises are ready for occupancy
and Lessee shall be obligated to pay a prorated portion of the minimum monthly
rent for the remainder of the second calendar month following the date the
Additional Premises are ready for occupancy. Lessee will be obligated to pay its
proportionate share of common area maintenance, real estate taxes, and insurance
during the period that Lessee is entitled to free rent.
4. LEASE TERM. The term of the Lease shall be extended to June 30,
2004.
5. RIGHT OF FIRST OFFER. Provided that Lessee is not in default under
the Lease, if the premises located at 0000 Xxxxxxx Xxxxx, Xxxxxx X and B become
available for leas during the term of Lessee's Lease, Lessor agrees to offer to
lease such premises to Lessee prior to marketing such premises to third parties.
If Lessee offers to lease such premises to Lessee, and, if, for any reason, the
parties have not entered into an amendment to the Lease, or a new lease for such
premises within fifteen (15) days from the date Lessor notifies Lessee in
writing that such premises are available for lease, Lessor shall have the right
to offer such space to third parties.
6. RATIFICATION. To the extent not modified by this Fifth Amendment,
the terms and provisions of the Lease, including the First through Fourth
Amendments thereto, shall continue
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in full force and effect and are hereby ratified by the parties. This Fifth
Amendment to Lease has been executed by Lessor and Lessee as of the dates
written below their signatures.
HIGHLAND INDUSTRIAL PROPERTIES,
L.L.C., a Michigan limited liability company,
By: /s/ Xxxx X. Xxxxx
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Its: Member
Dated: September 10, 2001
GENOMIC SOLUTIONS INC.
By: /s/ Xxxx X. Xxxxxx
------------------------------------------
Its: Executive Vice President
Dated: September 7, 2001
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