EXHIBIT 10.5
L E A S E A G R E E M E N T
This Lease Agreement ("Lease"), is made and entered into by and between
MAIN LINK BUSINESS PARK ASSOCIATES ("LANDLORD"),
A TEXAS PARTNERSHIP,
AND
TANOX BIOSYSTEMS, INC. ("TENANT"),
A TEXAS CORPORATION,
for 4,832 square feet in MAIN LINK BUSINESS PARK BUILDING "A". In
consideration of the payment of the rent, and in consideration of the other
covenants and conditions in this Lease, Landlord and Tenant agree as follows:
1. PREMISES. Landlord leases to Tenant, and Tenant accepts from Landlord the
Premises in Xxxxxx County, Texas, described on the attached Exhibit "A"
made a part hereof, together with all improvements situated or to be
situated thereon and all rights privileges, easements and appurtenances
related to the property ("Premises"). Landlord represents that it has the
authority to enter this Lease, and upon Tenant's performance of its
obligations, Tenant shall have quiet and peaceable possession of the
Premises. Tenant accepts this Lease subject and subordinate to any mortgage
or lien of Landlord now or at any time hereafter upon the Premises or
improvements, and agrees to execute any releases or other documents which
may be required by any mortgagee for the purpose of subordinating this
Lease to any such mortgage or lien. Except as access may be reasonably
limited as provided in the next sentence, Landlord and its agents shall
have the right to enter and inspect the Premises during business hours for
the purpose of determining the condition of the Premises, and to make any
repairs. During the last six (6) months of the term of this Lease, Landlord
and its agents shall have the right to enter and show the Premises, to
inspect the same prior to Tenant vacating the Premises, subject to Tenant's
right to restrict access to any areas which contain proprietary research or
manufacturing facilities, and to erect a sign indicating the Premises are
available for lease.
2. TERM. The Tenant shall have and hold the Premises for a term beginning on
the Commencement Date and ending ONE HUNDRED TWENTY (120) months
thereafter. The "Commencement Date" shall be the date when the
improvements are completed to Tenant's reasonable satisfaction in
accordance with the plans and specifications described in the attached
Exhibit "B". Landlord represents and agrees that Landlord will complete
the improvements in full compliance with the plans and specifications
contained in the attached Exhibit B, provided to Landlord by Tenant's
architect, on or before 75 days following the date on which Landlord
obtains all permits. Barring acts of God, strikes or changes in the
build-out scope made by Tenant, Landlord agrees to pay Tenant (or Tenant
shall have the right to offset same against any rent due hereunder) the sum
of $200 per day for each day the Commencement Date is delated beyond such
date. If there is any dispute as to completion or repair performed by
Landlord, the agreement of the same by Tenant's architect and Landlord's
general contractor shall be conclusive. At the termination of this Lease,
Tenant will deliver possession of the Premises to Landlord. Only upon the
written consent of the Landlord, may Tenant hold over after the termination
of this Lease. In the event of any hold over by Tenant, the same shall be
under the terms and conditions of this Lease. Any hold over period may be
terminated by Landlord upon ten (10) days advance written notice or by
Tenant upon thirty (30) days advance written notice.
3. RENT. Tenant agrees to pay to Landlord before the first day of each
calendar month rent for the Premises. In advance, without demand FOUR
THOUSAND SEVEN HUNDRED EIGHTY-ONE DOLLARS ($4,781.00) per month during
years one (1) through five (5) and FOUR THOUSAND SEVEN HUNDRED EIGHTY-ONE
DOLLARS ($4,781.00) per month during years six (6) through ten (10 of this
Lease. The first monthly installment shall be due and payable the eleventh
(11th) month after the Commencement Date of this Lease. The Tenant may, at
his election, make equal monthly payments beginning on the Commencement
Date for years one (1) through five (5) at an effective rate of THREE
THOUSAND NINE HUNDRED EIGHTY-FOUR DOLLARS ($3,984.00) per month. The rent
shall be prorated for any fraction of a month included within the term of
this Lease.
The Tenant further agrees to pay when due, all other amounts specified
herein as additional rent. At the termination of this Lease, if Landlord
has consented to a hold over by Tenant, the rental for such hold over
period shall be equal to one and one-half (1 1/2) of the rent in effect on
their termination date computed on a daily basis. To secure the payment of
the rent, in addition to any statutory lien, Tenant grants to Landlord a
continuing security interest upon all property of Tenant situated in or
upon the Premises; provided, that Landlord agrees to subordinate all liens
which Landlord may have to any security interest of a commercial lender, or
which such lender may request, upon request of Tenant to permit it to
borrow and grant as security for such borrowing any furniture, fixtures,
inventory and equipment contained in the Premises. Until all rent due
hereunder is fully paid, Tenant shall not remove any property from the
Premises without the consent of Landlord. Tenant agrees to execute any
financing statements or other instruments requested by Landlord to perfect
the security interest granted.
4. SECURITY DEPOSIT. Upon execution hereof, Tenant shall deposit with
Landlord an irrevocable Letter of Credit in a form agreeable to Tenant and
Landlord, for ONE HUNDRED THIRTY-FIVE THOUSAND DOLLARS ($135,000), as
Security Deposit. The term of the Letter of Credit shall be for one (1)
year, to be renewed annually by Tenant to Landlord, for five (5) years,
from the "Commencement Date," and shall be drawn on a financial
institution acceptable to the Landlord. Landlord will reimburse to Tenant
fifty percent (50%) of the reasonable financial fee for the Letter of
Credit, subject to a maximum participation by Landlord of one percent (1%)
of the Letter of Credit value.
Depending upon Tenant's election regarding rent payments, beginning at the
Commencement Date for a period of five (5) years, the Irrevocable Letter of
Credit may be reduced in value annually, at the Commencement Date
Anniversary, to the following values:
$3,984 OPTION $4,781 OPTION
-------------- --------------
End Year 1: 108,000.00 135,000.00
End Year 2: 81,000.00 108,000.00
End Year 3: 54,000.00 81,000.00
End Year 4: 27,000.00 54,000.00
End Year 5: 0.00 0.00
Landlord shall hold the Security Deposit without any obligation for
interest thereon, to secure Tenant's performance under this Lease. In the
event of any default, Landlord may use the Security Deposit to pay any sums
owing by Tenant to Landlord, including past due rent.
5. MAINTENANCE. Landlord shall maintain the roof, foundation, and structural
soundness of the exterior concrete walls related to the Premises. This
maintenance shall not include windows, any glass surface, doors, office
entrys or other special installations of Tenant. After written notice from
Tenant, Landlord shall have a reasonable opportunity to repair or cure any
defect, and Landlord's liability for the same shall be limited to the cost
of such repair or curing.
Landlord shall maintain all landscaping, lawn irrigation, paving, parking
areas, driveways, alleys, and exterior lighting. Tenant agrees to reimburse
Landlord for such maintenance and service at the rate of $10.00 per 1,000
square feet of lease space, in the amount of forty-eight dollars thirty two
cents ($48.32) per month as additional rent. After the first year of this
Lease, should Landlord's reasonable cost hereof exceed its cost for the
first full year, then Tenant agrees to pay to Landlord Tenant's prorata
portion of the amount of such excess as additional rent.
Tenant shall be responsible for any damage caused by its default or
negligence, including that of its employees, agents, guests or invitees.
Tenant shall maintain in good condition all other parts of the Premises
including but not limited to windows, all glass areas, doors, office entry,
special installations, interior finishes, floors, floor coverings, heating
and air conditioning systems, plumbing and pest control. Should Tenant fail
to perform such work, and Tenant shall pay as additional rent such costs
and expenses for said maintenance. Tenant bears all responsibility and
costs associated with the maintenance of the auxiliary generator and
maintenance and testing of the sampling well, as requested by the City of
Houston.
If the improvements upon the premises should be totally destroyed by any
casualty, or if they should be so damaged that rebuilding or repairs cannot
in Landlord's estimation be completed within the lesser of 120 days or 90
days after release of both regulatory agencies and insurance companies for
rebuilding to commence, after the date Landlord is notified by Tenant of
such damage, at Tenant's election upon written notice to Landlord, this
Lease shall terminate effective upon the date of such casualty or damage.
If the improvements situated upon the Premises are damaged by a peril
covered by insurance hereinafter provided, and subject to a mortgagee's
right to insurance proceeds as hereinafter provided, to the extent
rebuilding or repairs can, in Landlord's estimation, be completed within
the lesser of 120 days or 90 days after release of both regulatory agencies
and insurance companies for rebuilding to commence, after Tenant's notice,
Landlord shall rebuild and repair such improvements to substantially the
condition to which they existed prior to such casualty. Landlord shall not
be responsible for any improvements placed in or upon the Premises by
Tenant. During such repair, this Lease shall not terminate, but if the
Premises cannot be used for the purpose intended, the rent payable during
the period of rebuilding or repairs shall be reduced or abated to such
extent as may be fair and reasonable under all circumstances. Should
Landlord fail to complete the rebuilding and repairs within the lesser of
120 days or 90 days after release of both regulatory agencies and insurance
companies for rebuilding to commence, after Tenant's notice, Tenant may
terminate this Lease upon written notice to Landlord, effective upon the
date of such casualty or damage. Landlord shall notify Tenant within 14
days following its receipt of notice of such damage of the estimated time
of completion of repairs. Landlord represents and agrees that it will not
advise Tenant that repairs or rebuilding can be completed within such
period unless it is reasonably certain in the exercise of its best judgment
that same can be accomplished.
6. TAXES. Landlord agrees to pay all ad valorem, real estate, and personal
property taxes up to a maximum amount of the greater of $.50 per square
foot per year, assessed against the property and improvements located
thereon or the actual cost of same per square foot for 1987. Any excess per
square foot per year above the maximum amount shall be paid by Tenant to
Landlord upon demand, as additional rental. Should Landlord be required to
pay a levy upon the rents received for the Premises, then such levy shall
be considered a tax hereunder. Tenant shall be solely responsible for any
taxes or other charges levied upon its property.
7. UTILITIES. Landlord shall provide metered water and electrical service
connections to the Premises. Landlord shall provide telephone service
connections in a common room for the entire building. Landlord shall not be
liable for any interruption or failure of utility services to the Premises.
Tenant shall pay for all utilities and services used on or from the
Premises, and shall furnish all electric lightbulbs and tubes. Tenant shall
pay its proportionate amount of charges as reasonably determined by
Landlord for any jointly metered services.
8. ALTERATIONS. Tenant shall make no alternations or additions to the
Premises without the prior written consent of Landlord. Prior to vacating
the Premises upon termination of this Lease, Tenant shall, unless otherwise
requested by Landlord, remove all alterations, additions and improvements
erected by Tenant and restore the Premises to its original
condition. At the completion of the Lease Term (10 years), TANOX
BIOSYSTEMS, INC. shall have the right to remove all cabinets in the Lease
Space, including stainless steel sinks, emergency power generator and other
special furniture, fixtures and equipment installed by or for Tenant, with
the provision that adjacent and surrounding improvements are not disturbed.
9. LIABILITY. Tenant shall repair and pay for any damage caused by the
negligence of Tenant, its employees, agents, guests or invitees. Landlord
shall not be liable to Tenant or its employees, agents, guests, invitees,
visitors or any other person whomsoever, for any injury to person or damage
to property on or about the Premises, resulting from or caused in part or
in whole by the negligence or misconduct of Tenant, its agents, employees
or of any other person entering upon the Premises. Unless injury to person
or damage to property is caused by the negligence of Landlord or the
failure of Landlord to repair the Premises as above provided, neither shall
Landlord be liable for injury or damage caused by the improvements becoming
out of repair or caused by leakage of gas, oil, water, steam or electricity
emanating from the Premises, or due to any cause whatsover. Tenant
covenants and agrees to indemnify and hold harmless the property, the
Landlord and its agents and employees from any loss, liability, claims,
suits, costs, expenses and attorneys fees arising out of any damage or
injury caused by the negligence of the Tenant, its agents and employees,
guests or invitees.
10. INSURANCE. Landlord agrees to maintain standard fire and extended coverage
insurance for the improvements on the premises in any amount not less than
eighty percent (80%) of the replacement costs thereof. Such insurance shall
be under the sole control and benefit of Landlord.
Should any improvements on the Premises sustain any casualty damage, and
should any mortgagee holding to a lien on the Premises require that the
insurance proceeds received be applied to its indebtedness, then Landlord
shall have the right to terminate this Lease upon ninety (90) days written
notice to Tenant. After the first (1st) year of this Lease, should
Landlord's costs of maintaining insurance herein exceed $.10 per square
foot per year, then Tenant agrees to pay to Landlord, as additional rent,
Tenant's pro rata portion of the amount of such excess each year. Landlord
represents that insurance costs for the first year will be equal to or less
than $.10 per square foot per year.
Tenant shall maintain during the term of this Lease, a policy of insurance,
insuring both Landlord and Tenant against all claims related to the
Premises, or its condition, and Tenant's operations, and use of the
Premises. The limits of such policy shall be not less than Three Hundred
Thousand and No/100 Dollars ($300,000.00) per occurrence for injury to
persons, and Fifty Thousand and No/100 Dollars ($50,000.00) per occurence
for property damage, destruction and loss of use thereof. Landlord shall
have the right, as reasonable, to approve all such policies, the carriers
thereof, and require that no cancellation may be had without thirty (30)
days prior written notice to Landlord.
Landlord and Tenant each release the other from any loss or damage to
property caused by any insured peril, by way of subrogation even if caused
by the negligence of the other party. This waiver of subrogation rights
shall be included by both parties in all policies of insurance, and the
costs therefore shall be paid by the insured party.
II. DEFAULT. Tenant shall be deemed to be in default under this Lease should
it:
(a) fail to pay any installment of rent or any other amount due to
Landlord for a period of fifteen (15) days after written notice
thereof is received and at any time after the third such notice is
given during the Lease term hereof, failure to pay such amounts for a
period of five (5) days from the due date thereof;
(b) abandon or vacate any substantial portion of the Premises;
(c) become insolvent, make a transfer in fraud of creditors, make an
assignment for the benefit of creditors, petition for or become adjudged
bankrupt;
(d) have a receiver or trustee appointed for all or substantially all of
its assets;
(e) except for the payment of rent or any other amounts required, fail to
comply with any term or provision of this Lease for a period of thirty (30)
days after written notice thereof is received.
12. REMEDIES. Upon default by Tenant, Landlord shall have the option to:
(a) terminate this Lease, whereon Tenant agrees to pay Landlord all loss
and damage it may suffer by reason of such termination;
(b) enter the Premises and relet the same receiving the rent therefore,
whereon Tenant agrees to pay Landlord any deficiency that may arise by
reason of such reletting; and
(c) exercise any other remedy available to it at law.
Should Tenant refuse to deliver possession of the Premises, Landlord may
expel or remove Tenant or any other person, by force if necessary, without
being liable for prosecution or damages therefore. Should Landlord relet
the Premises at a rental rate in excess of that being paid by Tenant under
this Lease, Tenant specifically waives any claim to such excess rental.
Exercise of any of the above remedies shall not constitute a forfeiture or
waiver of any rent due to landlord. No waiver by Landlord of any violation
or breach of this Lease, Landlord's acceptance of any rent or payments
after an event of default, nor the failure of Landlord to enforce its
remedies hereunder, shall be deemed or construed to constitute a waiver of
any violations, breach or event of default nor of Landlord's right to
enforce any remedies with respect to a subsequent default. Should a party
be required to employ an attorney to enforce its rights hereunder, the
losing party agrees to pay all reasonable attorneys fees incurred therefor.
13. MISCELLANEOUS
(a) Landlord agrees that all space remaining vacant in the building will
be first leased in such manner as to place other tenants in the
building as far to the west side of the building as there is space
available, so that no such leases result in any vacant space between
any subsequent tenant in the building and the exterior wall located on
the west side of the building, other than as a result of non-renewal
of leased space. Tenant shall have a preferential right at any time,
from time to time, during the first five (5) years of this Lease, to
lease any and all remaining space in the building which is then
unleased. Such right will terminate as to such part of the remaining
space that Landlord intends to lease to another bona fide tenant if
Tenant fails to exercise its preferential right to all remaining
space, including such part to be leased, within thirty (30) days
following notice from Landlord; provided, that if such space to be
leased is not so leased within ninety (90) days following expiration
of Tenant's preferential right as to such space, Tenant shall again
have a preferential right to such space. In addition, Tenant shall
have the option at any time or times during the first twelve (12)
months of this Lease to lease up to an additional 8,000 square feet of
space adjacent to the Premises. If the Tenant exercises this option
for a minimum of 4,000 square feet adjacent to the Premises during the
twelve (12) month period,
Landlord will extend the option for the balance of the option space
for an additional six (6) month period. Notice of the exercise of
Tenant's option must be given by Tenant prior to the expiration of
twelve (12) months from the Commencement Date of this Lease followed
by a signed Lease Agreement within thirty (30) days. Any space leased
by Tenant pursuant to its preferential right or option hereunder shall
be on terms agreeable to both parties. The lease term for any such
space shall expire concurrently with the term of this Lease unless
otherwise agreed by Landlord and Tenant.
The rental rate shall be calculated as follows. However, the total
rental rate resulting from the combined Base Rate and amortized
Build-out rate shall not be less than 50 per square foot per month on
a five (5) year Lease Agreement.
BASE RATE:
Years 1986-1990 22.3/sq. ft./month
Years 1991-1996: 38.6/sq. ft./month PLUS the annual
adjustment in the CPI for Houston SMSA,
not to exceed five percent (5%) per year,
based on previous 12 months.
BUILD-OUT RATE:
Cost of build-out to be financed by Landlord at prime + one and
one-half percent (1 1/2$) amortized over the term of the lease on such
space. Tenant shall have the right to select a contractor of its
choice to build-out any such additional space subject to review and
approval of plans, specifications and workmanship by Landlord.
(b) Tenant acknowledges the following provision of Main Link Business Park
Restrictive Covenants regarding use restrictions:
"No use shall be permitted which (1) is offensive by reason of odor,
fumes, dust, smoke, noise or pollution, (2) is hazardous by reason of
excessive danger of fire or explosion, (3) otherwise constitutes a
nuisance, (4) is dangerous or unsafe, (5) is calculated to injure the
reputation of the Building Site or any neighboring property, or (6) is
in violation of city, county, state or Federal laws."
Landlord acknowledges that Tenant's use of the Premises will be to conduct
biomedical and chemical research and manufacturing. Landlord further
acknowledges that Tenant's use will involve use of bio hazardous and
radioactive substances. Subject to Tenant's compliance with existing and
future industrial standards and governmental regulations concerning this
use, Landlord agrees that Tenant's use of the Premises will not violate
Main Link Business Park Restrictive Covenants. If the Restrictive Covenants
are interpreted during the term of this Lease to exclude the Tenants
acknowledged use and require relocation, Landlord will pay for the Tenant's
reasonable relocation costs.
14. GENERAL PROVISIONS.
(a) SIGNS. Signage to be provided by Landlord in accordance with Exhibit
C. No other signage of any type, located inside or outside of any
lease space which may be visible from any portion of the project, may
be displayed or erected by tenant without the prior written consent of
Landlord.
(b) MULTIPLE OCCUPANCY. The Premises constitute a portion of a multiple
occupancy building, and Landlord shall have the right to coordinate
all repairs, maintenance, assessment of excess insurance premiums,
assessment of excess taxes, assessment of common unmetered utilities
and other like costs.
Tenant agrees to pay its proportionate share of such costs, based upon
its floor space in the Premises related to the total floor space in
the building. If it can be established that any particular tenant of
the building is responsible for any action which causes increased
costs to the building as a whole, then Tenant, if responsible, or such
other responsible party, shall pay the entire costs thereof upon
demand as additional rent.
(c) ASSIGNMENT AND SUBLETTING. This Lease may not be assigned or sublet in
any manner without prior written consent of Landlord, which consent
shall not be unreasonably withheld. Unless otherwise agreed by Tenant,
assignee or sublessee shall be fully liable for the performance of all
terms and provisions of this Lease, and all rents due hereunder, under
a permitted assignment or sublease.
(d) CONDEMNATION. If all or a substantial part of the Premises is taken by
condemnation or deed in lieu thereof, and the Premises are no longer
suitable for the use intended, this Lease shall terminate. Subject to
Tenant's agreement, if only a portion of the Premises are taken, this
Lease shall not terminate, but the rent due shall be reduced to such
an extent as may be fair and reasonable under all circumstances from
the date of such taking.
(e) INTEREST AND LATE CHARGES. Except for the base rent, any other charges
and additional rental required or provided in this Lease shall be paid
by Tenant within ten (10) days after demand or invoice therefor. After
such date, the unpaid amount shall bear interest at the rate of twelve
percent (12%) per annum from the date due until paid. Upon the failure
of Tenant to pay any installment of the base rent when due, the Tenant
shall pay to Landlord a late charge in amount equal to five percent
(5%) of such installment. Such interest and late charges provided
herefore shall be an addition to Landlord's other rights and remedies.
(f) LIENS. Tenant shall have no authority to create, nor shall it allow to
be created, any lien or encumbrance to be placed upon the Premises by
any person. Tenant agrees to pay any sums due for such, and to hold
Landlord harmless from any cost or expense arising out of any such
claim or lien asserted against the Premises.
(g) NOTICES. All payments, notices and other correspondence between the
parties shall be deemed delivered when received, but in no event,
later than 7 days after being deposited in the United States Mail,
Postage Prepaid, Certified Return Receipt Requested, to the parties at
the respective addresses below:
Landlord: MAIN LINK BUSINESS PARK ASSOCIATES
0000 XXXXX XXXX XXXX
XXXXXXX, XXXXX 00000
Tenant: TANOX BIOSYSTEMS, INC.
00000 XXXXXX XXXX, XXXXX 000
XXXXXXX, XXXXX 00000
Either party may change such address by an instrument in writing
delivered to the other party.
(h) MISCELLANEOUS. This Lease shall inure to the benefit of and be binding
upon the parties, their respective heirs, legal representatives,
successors and assigns. Tenant and Landlord agree to
execute and deliver upon request by the other any estoppel
certificates or other similar documents related to the effectiveness
of this Lease. This Lease may not be changed or amended except by an
instrument in writing executed by both parties, and any determination
of any part of this Lease being invalid shall not effect the validity
and enforcement of the remainder of the Lease. Any of the terms and
provisions of this Lease which are not fully performed upon
termination of this Lease, shall specifically survive the same and be
enforceable in accordance with the terms hereof. If any provision,
term or condition herein is deemed by a court of law as being
unenforceable, such decree shall not affect the enforceability of the
remaining provisions of this agreement. This Lease is governed by the
laws of the State of Texas and shall be enforceable in Xxxxxx County,
Texas.
Executed in multiple counterparts, each of which shall have the force and effect
of an original this is the 4th day of December, 1986.
Landlord:
MAIN LINK BUSINESS PARK ASSOCIATES
By: XXXXXXX X. XXXXXXXXXXX ATTEST: ????????
Printed Name & Title: Xxxxxxx Xxxxxxxxxxx Vice President
For: ALTA MAIN LINK INVESTMENTS, INC. (MANAGING PARTNER)
Tenant:
TANOX BIOSYSTEMS, INC.
By: XXXXX X. XXXXX ATTEST: ?????????
Printed Name & Title: Xxxxx X. Xxxxx President
7
ADDENDUM TO THE LEASE AGREEMENT
BY AND BETWEEN
MAIN LINK BUSINESS PARK ASSOCIATES
AND
TANOX BIOSYSTEMS, INC.
DATED DECEMBER 4, 1986
The above referenced Lease Agreement is hereby amended with the following
addition:
Tenant agrees to pay to Landlord the sum of $4,834.00 expended for improvements
to the Lease Premises above and beyond the scope of work as defined in Exhibit
"B" of the Lease Agreement. Tenant agrees that the $4,834.00 is to be financed
by Landlord and that Tenant is to make monthly payments in the amount of $107.53
to Landlord in advance and without demand beginning the first day of the
calendar month following the Commencement Date as defined in Section 2, of the
Lease Agreement and ending sixty (60) months thereafter. Tenant has the option
at any time during this period to remit the principle balance of the financed
amount in full.
Except for the foregoing change, all of the covenants, terms and conditions of
the prior Lease Agreement will remain the same. This addendum and the Lease
Agreement of December 4, 1986 constitute the entire understanding between the
parties with regard to leasing space at 10301 Stella Link, Houston, Xxxxxx
County, Texas.
MAIN LINK BUSINESS PARK ASSOCIATES
By: /s/ XXXXXXX X. XXXXXXXXXXX ATTEST /s/ XXXX XXXXXX
Printed Name and Title XXXXXXX X. XXXXXXXXXXX, Vice President
Tenant:
TANOX BIOSYSTEMS, INC.
By: /s/ XXXXX X. XXXXX ATTEST /s/ ????? XXXXX
Printed Name and Title XXXXX X. XXXXX, President
ADDENDUM II TO THE LEASE AGREEMENT
BY AND BETWEEN
MAIN LINK BUSINESS PARK ASSOCIATES
AND
TANOX BIOSYSTEMS, INC.
DATED DECEMBER 4, 1986.
The Lease Agreement as defined above is hereby amended this 24th day of December
1987 as follows, with all obligations under this Addendum to become effective
upon the Commencement Date for this expansion space, except as otherwise
specified below. The Commencement Date shall be the date of occupancy of the
expansion space by the Tenant or June 1, 1988, whichever occurs earlier.
1. EXPANSION: 8,013 square feet as specified on Exhibit "A" to this
Addendum.
2. IMPROVEMENTS: Build-out of improvements to the expansion space shall be
funded and administered by the Tenant with the approval of the Landlord as
to plans, specifications, construction agreements, workmanship and
completeness. The scope of improvements are Build-out
drawings/specifications as defined in Exhibit "B". The Landlord will fund
a standard improvement allowance of $160,260 ($20.00 per square foot). This
allowance shall be paid to the Tenant on a monthly basis during build-out in
proportion to the overall completion of the space, with 10% retainage
($16,026) held until 45 days after the improvements are completed to the
satisfaction of the Tenant and Landlord.
Prior to the initiation of build-out construction work on the premises, and
from time to time upon Landlord's request, Tenant must provide the Landlord
with suitable documentation confirming the availability of additional funds
(approximately $600,000) to complete the specified improvements.
While the Tenant is referred to as "Owner" in its separate agreements with
various construction engineers and contractors for this build-out, this
agreement specifically recognizes and clarifies that Main Link Business Park
Associates is the owner of all real property associated with this leasehold.
Addendum II
TANOX
Page 2
Tenant shall provide to Landlord on a monthly basis during the expansion
space build-out signed releases of lien from all parties providing labor
and/or material for these improvements, using the form of Exhibit "C".
Tenant further agrees to fully indemnify the Landlord and its property
against any liens or other claims arising from the expansion space
build-out. Tenant shall carry and provide copies to Landlord of acceptable
Builder's Risk Insurance coverage and shall require its contractors to
supply acceptable certificates of proof of liability and xxxxxxx'x
compensation insurance.
3. EXPANSION RENT: The rent for the expansion space, payable in accordance
with the terms of the Lease Agreement, shall be $4,599.50 per month, through
December 31, 1990, and $5,905.62 per month (plus CPI adjustment; see Xxxxxxx
00, Xxxxxxxxx (x)) from January 1, 1991 through March 31, 1997, such rent to
begin as of the Commencement Date.
4. SECURITY DEPOSIT: In addition to the current Letter of Credit obligations
defined in Paragraph 4 of the Lease Agreement, an Irrevocable Letter of
Credit in a form agreeable to both Tenant and Landlord for $20,000 or a
$15,000 cash security deposit shall be provided to the Landlord within 30
days of the execution of this Addendum to ensure that the additional
premises are returned to the original condition per the terms of this
agreement. This deposit will be returned to the Tenant within 30 days after
the expiration of the Lease Term, providing there are no claims against it.
Furthermore, Tenant does hereby grant to Landlord a contractual lien in
those certain furniture, fixtures and equipment identified to be removable
in Item (6), Page 3 of this Addendum II for a period of 5 years, to secure
the standard build-out allowance ($160,260) funded hereunder by the
Landlord.
Upon written request by Tenant and a bona fide commercial lender, Landlord
agrees to subordinate its building landlord's lien on the property of
Tenant, subject to Landlord's reasonable approval of the form and content of
the subordination agreement presented.
Addendum II
TANOX
Page 3
5. SECTION 5 -- MAINTENANCE:
A. Sentence to be added after the first sentence in Paragraph 2: "Landlord
will provide window washing services for the exterior of the entire
building two (2) times per year as scheduled by Landlord."
B. Second sentence in Paragraph 2 is amended to read: "Tenant agrees to
reimburse Landlord for such maintenance and service at the rate of
$10.00 per 1,000 square feet, in the amount of one hundred twenty-eight
dollars and forty-five cents ($128.45) per month as additional rent."
This represents a CAM increase of $80.13 for the expansion space.
6. SECTION 8 -- ALTERATIONS:
The third sentence is replaced for the expansion space in this Addendum to
read: "At the completion of the Lease Term, TANOX BIOSYSTEMS, INC. shall
have the right, and be required at the Landlord's request, to remove all lab
cabinets/fume hoods, revolving darkroom door, automatic bi-fold door, xxxx
board, cold room/freezer, darkroom sink, fire extinguishers, and
miscellaneous special laboratory fixtures installed by or for Tenant, with
the provision that adjacent and surrounding improvements are not disturbed
or are satisfactorily restored.
7. SECTION 11 (E) SHALL BE AMENDED TO READ:
(e) except for the payment of rent or any other amounts required, fail to
comply with any term or provision of this Lease for a period of thirty (30)
days after written notice thereof is received. However, if such term or
condition reasonably requires more than thirty (30) days in order to fully
comply therewith, there shall not be deemed an event of default unless
Tenant either fails or refuses to commence in good faith such compliance
within the thirty day time period, or, having so commenced, Tenant fails or
refuses to diligently thereafter complete such compliance as determined by
Landlord.
8. SECTION 13 (B) SHALL BE AMENDED TO READ:
(b) Tenant acknowledges the following provisions of Main Link Business Park
Restrictive Covenants regarding use restrictions:
"No use shall be permitted which (1) is offensive by reason of odor, fumes,
dust, smoke, noise or pollution as determined by Landlord, (2) ...."
Addendum II
TANOX
Page 4
9. Paragraph 13 (a) shall be deleted and in its place shall be inserted the
following:
(a) All space remaining vacant in the building will be first leased in such
manner as to place other tenants in the building as far to the west
side of the building as there is space available, so that no such
leases result in any vacant space between any subsequent tenant in the
building and the exterior wall located on the west side of the
building, other than as a result of non-renewal of leased space. Tenant
shall have a preferential right at any time, from time to time, during
the first five (5) years of this Lease, to lease any and all remaining
space in the building which is then unleased. Such right will terminate
as to such part of the remaining space that Landlord intends to lease
to another bona fide tenant if Tenant fails to exercise its
preferential right to all remaining space, including such part to be
leased, within thirty (30) days following notice from Landlord;
provided, that if such space to be leased is not so leased within
ninety (90) days following expiration of Tenant's preferential right as
to such space, Tenant shall again have a preferential right to such
space. Space leased by Tenant pursuant to its preferential right shall
be upon the terms and conditions contained in the Lease Agreement and
this Addendum, unless otherwise agreeable to both parties. The lease
term for any such space shall expire concurrently with the term of this
Lease unless otherwise agreed by Landlord and Tenant.
The rental rate shall be calculated as follows. However, the total
rental rate resulting from the combined base Rate and amortized
Build-out rate shall not be less than $.50 per square foot per month on
a five (5) year Lease Agreement.
BASE RATE:
Years 1987 -- 1990: $.223/SF/MO
Years 1991 -- 1996: $.386/SF/Mo plus the annual
adjustment in the CPI for Houston
SMSA, not to exceed five percent (5%)
per year, based on previous twelve
(12) months.
Addendum II
TANOX
Page 5
BUILD OUT RATE:
Cost of build-out to be financed by Landlord at Prime + one and one-half
percent (1 & 1/2%) amortized over the term of the lease on such space.
Tenant shall have the right to select a contractor of its choice to
build out any such additional space subject to review and approval of
plans, specifications and workmanship by Landlord.
Except for the foregoing changes, all of the covenants, terms and conditions of
the prior Lease Agreement remain the same.
This Addendum II, and the Lease Agreement dated December 4, 1986, and the
original Addendum to the Lease Agreement constitute the entire understanding
between the parties with regard to leasing space at 00000 Xxxxxx Xxxx, Xxxxx
000, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx. Default under any of the aforesaid
agreements will constitute default under all of the agreements.
Landlord:
MAIN LINK BUSINESS PARK ASSOCIATES
By: /s/ XXXXXXX X. XXXXXXXXXXX ATTEST: /s/ ?????
Xxxxxxx X. Xxxxxxxxxxx -- Vice President
For: AMEGA INVESTMENTS, INC. (MANAGING PARTNER)
(SUCCESSOR TO ALTA MAIN LINK INVESTMENTS, INC.)
Tenant:
TANOX BIOSYSTEMS, INC.
By: /s/ XXXXX X. XXXXX ATTEST: /s/ ?????
Xxxxx X. Xxxxx -- President
DESCRIPTION OF LEASE PREMISES -- EXHIBIT "A"
Description
Lease Premises are located in Building # 10301 Stella Link which is part of Main
Link Business Park situated on a tract containing 4.1684 acres out of that
certain 22,2444 acre (984, 966 square feet), more or less, tract of land located
in Xxxxxx County, Texas, conveyed from Xxxxxx X. XxXxxxx, Xx. et al, to Main
Link Business Center Associates in deed dated June 6, 1982, and recorded under
Clerk's File No. H471470 of the Xxxxxx County Deed Records, to which deed and
the record thereof reference is here made for all purposes.
TANOX -- PHASE I
(Approx. 4832 SF)
LEASE ADDENDUM
PREMISES
(Approx. 8013 SF)
VACANT
________________________________Fischer & Porter________________________________
XxXXXXXX
XXXXXX LINK
EXHIBIT "B"
TANOX BIOSYSTEMS, INC.
NEW EXPANSION / PHASE II
BUILD-OUT DRAWINGS/SPECIFICATIONS
DRAWINGS
SHEET NUMBER REVISION NUMBER DATED
------------- --------------------------------- ---------
A.01 1 12-21-87
A.02 1 12-21-87
A.03 0 11-09-87
A.04 1 12-21-87
A.05 0 11-09-87
A.06 0 11-09-87
A.07 1 12-21-87
A.08 0 11-09-87
A.09 0 11-09-87
M-1 2 12-21-87
M-2 1 12-21-87
M-3 0 11-10-87
M-4 1 11-17-87
M-5 2 12-21-87
M-6 1 12-21-87
M-7 0 11-10-87
M-8 0 11-10-87
X-0 0 00-00-00
X-0 0 00-00-00
X-0 0 12-21-87
X-0 0 00-00-00
X-0 0 00-00-00
X-0 0 11-17-87
X-0 0 00-00-00
X-0 0 00-00-00
X-0 0 12-21-87
P-1 1 12-21-87
P-2 1 12-21-87
P-3 1 12-21-87
SPECIFICATIONS 11-09-87
Project Manual
by HCH Architects
EXHIBIT "C"
LIEN WAIVER
THE STATE OF TEXAS )
)
COUNTY OF XXXXXX )
The undersigned has contracted with/has been employed by TANOX BIOSYSTEMS, INC.
to furnish LABOR AND/OR MATERIALS for the Project known as TANOX BIOSYSTEMS,
INC. NEW EXPANSION/PHASE II, and for certain improvements to real property
located in Xxxxxx County, Texas, and owned by Main Link Business Park
Associates, which improvements are described as follows:
Leasehold improvements to Building # 10301 Stella Link which is part of
Main Link Business Park situated on a tract containing 4.1684 acres out of
that certain 22.2444 acre (984,966 square feet), more or less, tract of
land located in Xxxxxx County, Texas, conveyed from Xxxxxx X. XxXxxxx, Xx.
et al, to Main Link Business Center Associates in deed dated June 6, 1982,
and recorded under Clerk's File No. H471470 of the Xxxxxx County Deed
Records, to which deed and the record thereof reference is here made for
all purposes.
For and in consideration of the sum of $ _______________________________________
_________________ DOLLARS, and other good and valuable consideration, the
receipt whereof is hereby acknowledged and confessed, the undersigned does
hereby waive and release any and all mechanic's lien or materialman's lien and
claim or right to lien on said above described real property and improvements on
account of labor or materials, or both, furnished by the undersigned pursuant to
the above mentioned contract with TANOX BIOSYSTEMS, INC. for said real property
and improvements up to and including ______________, 19__ only, but not for any
furnished subsequent to said date, and also waives and releases any
constitutional lien that the undersigned may have.
It is hereby warranted by the undersigned, who recognizes that TANOX BIOSYSTEMS,
INC. is relying on such warranty to its potential detriment, that all the
undersigned's subcontractors, materialmen and/or laborers have been paid all
sums due to any of them for work done or materials furnished in connection with
the job represented by this Lien Waiver, through the date mentioned above, and
that no valid claim or right exists in favor of any such subcontractor,
materialman or laborer.
______________________________________
BY: ________________________________________________ TITLE: __________________
SUBSCRIBED AND SWORN TO BEFORE ME BY __________________________________________,
on this the ___ day of ___________, 19__, to certify which witness my hand and
seal of office.
(Notary Seal) ______________________________________
Notary Public in and for the State of
Texas
My commission expires: _____________________________________________
ADDENDUM III TO THE LEASE AGREEMENT
BY AND BETWEEN
MAIN LINK BUSINESS PARK ASSOCIATES
AND
TANOX BIOSYSTEMS, INC.
DATED DECEMBER 4, 1986
This Lease Agreement as defined above is hereby amended this 12th day of
September, 1991 as follows, with all obligations under this addendum to become
effective upon the Commencement Date for this expansion space, except as
otherwise specified below. Landlord and Tenant acknowledge that, except as
changed by this Addendum III, the terms of the Lease Agreement dated December 4,
1986, and Addendum I & II, are applicable to this expansion space. The
Commencement Date shall be the date of occupancy of the expansion space by the
Tenant or September 1, 1991, whichever occurs earlier.
1. EXPANSION: 6569 square feet as specified on Exhibit "A" to this addendum.
2. IMPROVEMENTS: Build-out of improvements to the expansion space, as
described in Exhibit "B", shall be funded and administered by the Tenant
with the joint approval of the Landlord as to plans, specifications,
construction agreements, workmanship and completeness. The Landlord will
fund a standard improvement allowance of $131,380.00. This allowance shall
be paid to the Tenant in five (5) equal monthly payments beginning January
1992.
Prior to the initiation of the Phase III-A build-out construction work on
the premises, and from time to time upon Landlord's request, Tenant must
provide the Landlord with suitable documentation confirming the availability
of additional funds to complete the specified improvements.
While the Tenant is referred to as "Owner" in its separate agreements with
various construction engineers and contractors for this build-out, this
agreement specifically recognizes and clarifies that Main Link Business Park
Associates is the owner of all real property and buildings associated with
this leasehold.
Tenant shall provide to Landlord on a monthly basis during the expansion
space build-out signed releases of lien from all parties providing labor
and/or material for these improvements, using the Exhibit "C". Tenant
further agrees to fully indemnify Landlord and its property against any
liens or other claims arising from the expansion space build-out. Tenant
shall carry and provide copies to Landlord of acceptable Builder's Risk
Insurance coverage and shall require its contractors to supply acceptable
certificates of proof of liability and worker's compensation insurance.
3. EXPANSION RENT: The rent for the expansion space, payable in accordance
with the terms of the Lease Agreement, shall be $1,559.51 per month, through
May 31, 1992. From June 1, 1992 through December 31, 1992, the rent shall be
$5,816.88 per month or $0.8633 per square foot plus the adjustment in the
CPI for Houston SMSA for the period from July 1991 to June 1992. The rental
rate for all subsequent years (thru March 31, 1997) will be the adjusted
base rate plus the annual adjustment in the CPI for Houston SMSA, not to
exceed five percent (5%) per year, based on the previous 12 months.
4. SECURITY: In addition to the current Letter of Credit obligations defined
in Paragraph 4 of the Lease Agreement, an Irrevocable Letter of Credit in a
form agreeable to both Tenant and Landlord for $131,380.00 or a $131,380.00
cash security deposit shall be provided to the Landlord January 1, 1992.
The Letter of Credit will be reduced monthly by the full amount of Phase III
generated rent. The cost of the Letter of Credit to be paid by the Landlord.
5. SECTION 5 -- MAINTENANCE:
A. Sentence to be added after the first sentence in Paragraph 2: "Landlord
will provide window washing services for the exterior of the entire
building two (2) times per year as scheduled by Landlord."
B. Second sentence in Paragraph 2 is amended to read: "Tenant agrees to
reimburse Landlord for such maintenance and service at the rate of
$10.00 per 1,000 square feet, in the amount of one hundred ninety-four
dollars and fourteen cents ($194.14) per month as additional rent."
This represents a CAM increase of $65.69 for Addendum III in addition
to the $80.13 for Addendum II and $48.32 for the original space.
6. SECTION 8 -- ALTERATIONS:
The third sentence is replaced for the expansion space in this addendum to
read: "At the completion of the Lease Term, TANOX BIOSYSTEMS, INC. shall
have the right, and be required at the Landlord's request, to remove all lab
cabinets/fume hoods, revolving darkroom door, automatic bi-fold door, xxxx
board, cold room/freezer, darkroom sink, fire extinguishers, and
miscellaneous special laboratory and production fixtures installed by or for
Tenant, with the provision that adjacent and surrounding improvements are
not disturbed or are satisfactorily restored.
OPTION TO EXTEND LEASE TERM:
Tenant shall have the option to extend the Lease Agreement, including Addendum I
and II and this Addendum III, for an additional term of five (5) years, from
March 31, 1997 to March 31, 2002. Tenant may exercise such option to extend the
lease term as follows:
If Tenant notifies Landlord prior to June 1, 1993, Tenant shall have
the right to extend the lease on the existing terms and conditions,
subject to determination of the rental rate as follows.
The rate will be the sum of the effective rates in effect May 31,
1997, for the Original Lease and Addendum II and III with a reduction
of $5,816.88 MONTHLY. The rate for all subsequent years will be the
current effective base rate plus the annual adjustment in the CPI for
Houston SMSA, not to exceed five percent (5%) per year, based on the
previous 12 months.
If Tenant exercises its option hereunder, the twenty-thousand
($20,000.00) dollar security deposit secured by the Irrevocable Letter
of Credit from Texas Commerce Bank (G-111 419) dated February 8, 1988,
shall be extended from the expiration of June 30, 1997, to June 30,
2002.
If Tenant does not exercise the above option by June 1, 1993, Tenant must notify
the Landlord ninety (90) days prior to the original termination date of the
lease to have the right to extend the lease on the existing terms and
conditions, subject to determination of the rental rate as agreed by the fair
market value as follows:
The fair market value shall be as mutually agreed by Landlord and
Tenant within fifteen (15) days after Tenant exercises its option to
renew. If the parties are unable to agree upon the fair market value
of the Premises, Landlord and Tenant shall each appoint an appraiser
who is knowledgeable in commercial property values in the area in
which the Premises are located and the two appraisers shall, then
within ten (10) days after their selection, agree upon the fair market
value of the Premises.
If they are unable to agree, they shall appoint a third appraiser with
the same qualifications and the three appraisers shall then, within
fifteen (15) days thereafter, prepare appraisals of the Premises. The
average of the three appraisals shall be used as the fair market value
of the Premises for the Second Option Period; provided, however, that
if any appraiser's estimate is either (a) less than ninety percent
(90%) of the average figure, or (b) more than one hundred ten percent
(110%) of such average then the fair market value of the Premises will
be the average of the remaining figures which are between ninety
percent (90%) and one hundred and ten percent (110%) inclusive of the
average figure even if only one estimate remains. If all figures fall
outside of the range between ninety percent (90%) and one hundred ten
percent (110%), then the middle figure of the three appraisals shall
be the fair market value even if the middle figure is the same as the
higher or lower figure. Landlord and Tenant shall each bear the cost
of its appraiser and shall share equally the cost of the third. After
the Renewal Term rent for any Renewal Term has been determined in
accordance with the provisions set forth herein, Landlord shall
promptly give Tenant written notice of the annual renewal rent for the
Renewal Term and Tenant shall thereafter have fifteen (15) days to
decide whether the reaffirm or cancel its exercise of the option to
renew by written notice of the Landlord.
If Tenant exercises its option hereunder, the twenty-thousand ($20,000.00)
dollar security deposit secured by the Irrevocable Letter of Credit from Texas
Commerce Bank (G-111 419) dated February 8, 1988, shall be extended from the
expiration of June 30, 1997, to June 30, 2002.
This Addendum III, and the Lease Agreement dated December 4, 1986, and Addendum
I and II to the Lease Agreement constitute the entire understanding between the
parties with regard to leasing space at 00000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx,
Xxxxxx Xxxxxx, Xxxxx. Default under any of the aforesaid agreements will
constitute default under all of the agreements.
Except for the foregoing changes, all of the covenants, terms and conditions of
the prior Lease Agreement, and Addendum I and II remain the same.
Landlord:
MAIN LINK BUSINESS PARK ASSOCIATES
By: /s/ XXXXX X. XXXXXX ATTEST: /s/ XXXXXX XXXX
Xxxxx X. Xxxxxx
Assistant Vice President
For: AMEGA INVESTMENTS, INC. (MANAGING PARTNER)
(SUCCESSOR TO ALTA MAIN LINK INVESTMENTS, INC.)
Tenant:
TANOX BIOSYSTEMS, INC.
By: /s/ XXXXX X. XXXXX ATTEST: ??????????
Xxxxx X. Xxxxx -- President
DESCRIPTION OF LEASE PREMISES -- EXHIBIT "A"
Description
Lease Premises are located in Building # 10301 Stella Link which is part of Main
Link Business Park situated on a tract containing 4.1684 acres out of that
certain 22.2444 acre (984,966 square feet), more or less, tract, land located in
Xxxxxx County Texas, conveyed from Xxxxxx X. XxXxxxx, Xx. et al, to Main Link
Business Center Associates in deed dated June 6, 1982, and recorded under
Clerk's File No. H471470 of the Xxxxxx County Deed Records, to which deed and
the record thereof reference is here made for all purposes.
TANOX - PHASE I
(Approx. 4032 SF)
LEASE ADDENDUM
PREMISES
(Approx. 8013 SF)
LEASE ADDENDUM III
APPROX. 6569 XX
Xxxxxxx & Xxxxxx
XxXXXXXX
XXXXXX LINK
EXHIBIT "B"
PHASE III EXPANSION
Build-out of improvements to the Phase III expansion is intended to provide for
additional production capabilities, general administrative areas, storage space,
or other research and development-related activities. Because Tenant intends to
produce certain pharmaceutical products for human use, a part of the planned
build-out must be undertaken with due consideration of applicable Food and Drug
Administration requirements, including current Good Manufacturing Practices.
Build out is planned to occur in the following stages:
Phase III-A: In the Phase III-A build-out, tenant
will construct additional
administrative space and storage.
Tenant will make certain
modifications to the existing
administrative and laboratory areas
necessary to optimize its usage of
the total leased premises.
Phase III-B: In the Phase III-B build-out, tenant
will construct additional space to
provide for tenant's expanded
production and/or research and
development-related requirements.
EXHIBIT "C"
LIEN WAIVER
THE STATE OF TEXAS
COUNTY OF XXXXXX
The undersigned has contracted with/has been employed by TANOX BIOSYSTEMS, INC.
to furnish LABOR AND/OR MATERIALS for the Project known as TANOX BIOSYSTEMS,
INC. NEW EXPANSION/PHASE III, and for certain improvements to real property
located in Xxxxxx County, Texas, and owned by Main Link Business Park
Associates, which improvements are described as follows:
Leasehold improvements to Building # 10301 Stella Link which is part of
Main Link Business Park situated on a tract containing 4.1684 acres out of
that certain 22.2444 acre (984,966 square feet), more or less, tract of
land located in Xxxxxx County, Texas, conveyed from Xxxxxx X. XxXxxxx, Xx.
et al, to Main Link Business Center Associates in deed dated June 6, 1982,
and recorded under Clerk's File No. H471470 of the Xxxxxx County Deed
Records, to which deed and the record thereof reference is here made for
all purposes.
For and in consideration of the sum of $ _______________________________________
_________________ DOLLARS, and other good and valuable consideration, the
receipt whereof is hereby acknowledged and confessed, the undersigned does
hereby waive and release any and all mechanic's lien or materialman's lien and
claim or right to lien on said above described real property and improvements on
account of labor or materials, or both, furnished by the undersigned pursuant to
the above mentioned contract with TANOX BIOSYSTEMS, INC. for said real property
and improvements up to and including ______________, 19_ only, but not for any
furnished subsequent to said date, and also waives and releases any
constitutional lien that the undersigned may have.
It is hereby warranted by the undersigned, who recognizes that TANOX BIOSYSTEMS,
INC. is relying on such warranty to its potential detriment, that all the
undersigned's subcontractors, materialmen and/or laborers have been paid all
sums due to any of them for work done or materials furnished in connection with
the job represented by this Lien Waiver, through the date mentioned above, and
that no valid claim or right exists in favor of any such subcontractor,
materialman or laborer.
________________________________________________
BY: ________________________________________________ TITLE: __________________
SUBSCRIBED AND SWORN TO BEFORE ME BY __________________________________________,
on this the ___ day of ___________, 19__, to certify which witness my hand and
seal of office.
(Notary Seal) ______________________________________
Notary Public in and for the State of
My commission expires: ______________ Texas
ADDENDUM IV TO THE LEASE AGREEMENT
BY AND BETWEEN
MAIN LINK BUSINESS PARK ASSOCIATES
AND
TANOX BIOSYSTEMS, INC.
DATED DECEMBER 4, 1986
The Lease Agreement as defined above is hereby amended this 13th day of August,
1992 as follows, with all obligations under this Addendum to become effective
June 1, 1992, except as otherwise specified below. Landlord and Tenant
acknowledge that, except as changed by this Addendum IV, all the terms of the
Lease Agreement dated December 4, 1986, and Addendum I, II & III, are applicable
to this expansion space. Landlord and Tenant agree due to the delay in
construction of Phase III-B, Addendum III shall be amended until the
commencement of construction as follows:
2. IMPROVEMENTS: The last sentence in the first paragraph shall be amended to
read:
This allowance shall be paid to the Tenant in five (5) five equal monthly
payments beginning (5) months prior to the scheduled completion of
improvements as described in Exhibit "B", Phase III-B.
The first sentence in the second paragraph shall be amended to read:
Prior to the initiation of the Phase III-B build-out construction work on
the premises, and from time to time upon Landlord's request, Tenant must
provide the Landlord with suitable documentation confirming the availability
of additional funds to complete the specified improvements.
3. EXPANSION RENT: The second sentence is hereby amended to read:
From June 1, 1992 through December 31, 1992 the rent shall be $2,787.68 per
month or $0,42437 per square foot plus the adjustment in the CPI for Houston
SMSA for the period from July 1991 to June 1992. The rental rate for all
subsequent years (thru March 31, 1997) will be the adjusted base rate plus
the annual adjustment in the CPI for Houston SMSA not to exceed five percent
(5%) per year based on the previous 12 months. The rent for the expansion
space shall be adjusted when the $131,380.00 build-out allowance is funded
and shall be calculated as follows:
Present value: $131,380.00
Rate: Prime interest rate, at the beginning date of funding plus 1 1/2%.
Term: Balance of lease term or agreed extended term.
Tanox - Addendum IV
August 6, 1992
Page Two
4. SECURITY: The first sentence is hereby amended to read:
In addition to the current Letter of Credit obligations defined in Paragraph
4 of the Lease Agreement, an Irrevocable Letter of Credit in a form
agreeable to both Tenant and Landlord for $131,380.00 or a $131,380.00 cash
security deposit shall be provided to the Landlord prior to the funding of
the improvement allowance up to $131,380.00.
OPTION TO EXTEND LEASE: The first sentence in the first paragraph is hereby
amended to read:
Tenant shall have the option to extend the Lease Agreement, including
Addendum I, II, III and this Addendum IV, for an additional term of five (5)
years, from March 31, 1997 to March 31, 2002.
The first sentence in the second paragraph is hereby amended to read:
The rate will be the sum of the effective rates in effect May 31, 1997, for
the Original Lease and Addendum II, III, and IV with a reduction of
$2,849.42 monthly.
This Addendum IV, and the Lease Agreement dated December 4, 1986, and Addendum
I, II and III to the Lease Agreement constitute the entire understanding between
the parties with regard to leasing space at 00000 Xxxxxx Xxxx, Xxxxx 000,
Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx. Default under any of the aforesaid agreements
will constitute default under all of the agreements.
Except for the foregoing changes, all of the covenants, terms and conditions of
the prior Lease Agreement, and Addendum I, II and III remain the same.
Landlord: MAIN LINK BUSINESS PARK ASSOCIATES
By: /s/ XXXXX X. XXXXXX Attest: ????????
Xxxxx X. Xxxxxx
Assistant Vice President
For: AMEGA INVESTMENTS, INC. (MANAGING PARTNER)
(SUCCESSOR TO ALTA MAIN LINK INVESTMENTS, INC.)
Tenant: TANOX BIOSYSTEMS, INC.
By: /s/ XXXXX X. XXXXX Attest: Xxxx ???????
Xxxxx X. Xxxxx -- President
ADDENDUM V TO THE LEASE AGREEMENT
BY AND BETWEEN
MAIN LINK BUSINESS PARK ASSOCIATES
AND
TANOX BIOSYSTEMS, INC.
DATED DECEMBER 4, 1986
The Lease Agreement as defined above is hereby amended this 29th day of
December, 1993 as follows, with all obligations under this Addendum to become
effective upon the Commencement Date for this expansion space, except as
otherwise specified below. Landlord and Tenant acknowledge that, except as
changed by this Addendum V, the terms of the Lease Agreement dated December 4,
1986, and Addendums I, II, III and IV are applicable to this expansion space.
The Commencement Date shall be January 1, 1994.
1. EXPANSION: 7,342 square feet as specified on Exhibit "A" to this
Addendum.
2. IMPROVEMENTS AND CONDITION OF PREMISES:
Landlord shall provide the Premises its existing "as-is" condition, and
shall at its sole cost and expense, connect the Expansion Space to the
Existing Premises, subject to all applicable building codes and ordinances.
(Method of connection is to be selected by tenant: (a) overhead rolling fire
door, or (b) 3070 personnel door with lock.) In addition, Landlord warrants
and represents that the Expansion Space is free of any hazardous waste.
Landlord shall provide Tenant with a Tenant Improvement allowance of
$2.00/SF or $14,684 for expenses associated with repainting and recarpeting
or other flooring. The funding of the $14,684 will be paid against invoices
from contractors for the work as described above, the funding shall be any
time during the twelve (12) months following the commencement date of
January 1, 1994. Tenant to have access to the Expansion Space on or before
December 15, 1993 to start work on improvements.
Tenant shall have the right to construct leasehold improvements without any
supervisory fees owing to the Landlord. However, the Landlord is to approve
any modification prior to the work being done, at any time during the term
of the lease. Such approval shall not be unreasonably withheld or delayed by
Landlord.
Addendum V
Tenant
Page 2
While the Tenant is referred to as "Owner" in its separate agreements with
various construction engineers and contractors for this build-out, this
agreement specifically recognizes and clarifies that Main Link Business Park
Associates is the owner of all real property and buildings associated with
this leasehold.
Tenant shall provide to Landlord signed releases of lien from all parties
providing labor and/or material for these improvements, using the Exhibit
"C". Tenant further agrees to fully indemnify Landlord and its property
against any liens or other claims arising from the expansion space
build-out. Tenant shall carry and provide copies to Landlord of acceptable
Builder's Risk Insurance coverage and shall require its contractors to
supply acceptable certificates of proof of liability and worker's
compensation insurance.
The Landlord would consent, if so requested by Tenant, to a reasonable
third-party financing lien waiver agreement (as it did in November 1989) for
any future construction which is to be funded by Tenant or any Tenant
affiliate.
3. EXPANSION RENT AND TERM: The term shall be 39 months with a commencement
date of January 1, 1994 and termination date of March 31, 1997. The rent for
the expansion space, payable in accordance with the terms of the Lease
Agreement, shall be $1,835.50 per month through May 31, 1994. From June 1,
1994 through March 31, 1997, the rent shall be $3,671.00 per month, or $0.50
per square foot and shall not be subject to C.P.I. escalation.
4. PARTIAL LEASE CANCELLATION: Tenant shall have the option to terminate the
Expansion Space containing 7,342 SF upon providing Landlord no less than six
(6) months prior written notice. In addition, Tenant shall pay to Landlord,
the unamortized leasehold improvement allowance, calculated using the
straight line method, with no interest factor.
In the event, however, Tenant should construct any improvements other than
those associated with standard office or warehouse configuration, the
cancellation option shall be considered void and of no further force and
effect.
Addendum V
Tenant
Page 3
5. SECTION 5 -- MAINTENANCE:
Second sentence in Paragraph 2 is amended to read:
"Tenant agrees to reimburse Landlord for such maintenance and service at
the rate of $10.00 per 1,000 square feet, in the amount of two hundred
sixty-seven dollars and fifty-six cents ($267.56) per month as additional
rent." This represents a CAM increase of $73.42 for Addendum V, in addition
to the $65.69 for Addendum IV, $80.13 for Addendum II and $48.32 for the
original space.
6. SECTION 6 -- TAXES: For expansion space of 7,342 square feet, change first
sentence to read: "Landlord agrees to pay all ad valorem real estate and
personal property taxes up to a maximum amount of the taxes for the base
year 1994, assessed against the property and improvements located thereon."
7. SECTION 10 -- INSURANCE: For expansion space of 7,342 square feet, omit
last two sentences of second paragraph.
After the first (1st) year of this expansion, should Landlord's costs of
maintaining insurance herein exceed the base year of 1994 costs, then Tenant
agrees to pay to Landlord, as additional rent, Tenant's pro rata portion of
the amount of such excess each year. Such expense shall not be subject to
C.P.I. escalation.
8. SECTION 13 -- MISCELLANEOUS:
(a) RIGHT OF FIRST REFUSAL. Tenant shall have a continuing Right of First
Refusal on all or a portion of the remainder of the Building that becomes
vacant. In the event Landlord receives a bona fide offer to lease any
portion of the First Refusal Space which Landlord intends to accept,
Landlord shall deliver notice to tenant, accompanied by a written summary of
the economic terms of such offer. Tenant shall have ten (10) business days
to deliver written acceptance of such offer to Landlord. If the term of such
offer is longer than the remaining term of the Lease, Tenant shall only be
obligated to lease such First Refusal Space for the remaining term. If the
term of such offer is less than the remaining term of the Lease, Tenant
shall have the option to lease such First Refusal Space for either the term
of such offer or for a term that shall expire concurrently with the
expiration of the Lease. In the event Tenant elects to lease
Addendum V
Tenant
Page 4
such space and to adjust the term to expire concurrently with the expiration
of the term hereof, and in the event the term of such offer is for a period
that is twenty-five percent (25%) or more shorter or longer than the
remaining term of the Lease, the Base Rental Rate provided for in such offer
shall be adjusted based upon the Fair Market Value (as defined below) for
such First Refusal Space for such adjusted period, as of the date of
Tenant's election to lease such space. The First Refusal Space shall be
leased in "as-is" condition, and the Fair Market Value shall be determined
accordingly."
(b) No change.
Addendum V
Tenant
Page 4(a)
(c) RENEWAL OPTION. The first five (5) paragraphs and the first sentence
of Paragraph 6 on Page 3 of Addendum III shall be deleted in their entirety,
and the following shall be added:
Tenant shall have the right to extend the term of the Lease subject to all
of the same terms, covenants and conditions for one (1) additional period of
five (5) years, commencing on the day after the last day of the original
term. Tenant at its option shall have the right to renew the entire Premises
or a portion of the Premises excluding the Expansion Space of 7,342 SF. The
rental rate for the renewal term shall be the prevailing Fair Market Value
(as defined below) at the time for the notice, but in no event shall such
rate be less than $0.55 per SF, per month, nor greater than $1.00 per SF,
per month, including operating expenses as defined in the Lease, for
calendar year 1994.
The Fair Market Value ("FMV") shall mean the average of the annual rental
rates being charged for space of comparable size and condition in comparable
buildings in Houston Texas, taking into consideration use, location within
the applicable building, definition of rentable area, the time the
applicable rate first became effective, term, building standard leasehold
improvements provided or to be provided, quality, age and location of the
applicable building, and rental concessions.
In order to exercise such renewal option, Tenant shall advise Landlord in
writing of its desire to renew, no less than nine (9) months prior to the
end of the original term. Within fifteen (15) days thereafter, Landlord
shall advise Tenant in writing of its estimation of the FMV applicable
during the renewal term. Within thirty (30) days after Tenant has received
such rental information from Landlord, Tenant shall give Landlord written
notice of its agreement or disagreement with Landlord's estimation of FMV.
In the event Tenant and Landlord are able to reach a written agreement
regarding FMV within such thirty (30) day period, Tenant shall thereafter
have fifteen (15) days to notify Landlord in writing of the exercise of the
Renewal option.
In the event Landlord and Tenant are unable to agree on the FMV within such
thirty (30) day period, the FMV shall be determined in accordance with the
appraisal process set forth in Addendum III to the Lease Agreement,
beginning with the second sentence of the last paragraph of Page 3 and
continuing to, but not including, the last sentence of the first paragraph
on Page 4. After the FMV has been determined in accordance with such
appraisal procedures. Landlord shall advise Tenant in writing of the rental
rate for the renewal term as determined by such appraisal, subject, if
applicable, to the limitations set forth above. Tenant shall thereafter have
fifteen days to notify Landlord in writing of the exercise of the Renewal
option.
Failure of Tenant to give the appropriate written notice within the
specified periods of time, as provided above, shall cause the Renewal option
to be void and of no further effect.
Addendum V
Tenant
Page 5
(d) SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT.
If there is currently a mortgage on the property, or should there be a
mortgage placed on the property in the future, Landlord shall obtain an
executed Subordination, Non-Disturbance and Attornment Agreement from the
mortgagee, using a form reasonably satisfactory to Tenant.
This Addendum V, and the Lease Agreement dated December 4, 1986, and Addendum I,
II, III and IV to the Lease Agreement constitute the entire understanding
between the parties with regard to leasing space at 00000 Xxxxxx Xxxx, Xxxxx
000, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx. Default under any of the aforesaid
agreements will constitute default under all of the agreements.
Except for the foregoing changes, all of the covenants, terms and conditions of
the prior Lease Agreement, and Addendum I, II, III and IV remain the same.
Landlord:
MAIN LINK BUSINESS PARK ASSOCIATES
By: /s/ XXXXX X. XXXXXX Attest: XXX X. ?????
Xxxxx X. Xxxxxx
Assistant Vice President
For: AMEGA INVESTMENTS, INC. (MANAGING PARTNER)
(SUCCESSOR TO ALTA MAIN LINK INVESTMENT, INC.)
Tenant:
TANOX BIOSYSTEMS, INC.
By: /s/ XXXXX X. XXXXX Attest: XXXX ??????
Xxxxx X. Xxxxx
President
DESCRIPTION OF LEASE PREMISES -- EXHIBIT "A"
Description
Lease Premises are located in Building # 10301 Stella Link which is part of Main
Link Business Park situated on a tract containing 4.1684 acres out of that
certain 22.2444 acre (984,966 square feet), more or less, tract of land located
in Xxxxxx County, Texas, conveyed from Xxxxxx X. XxXxxxx, Xx. et al, to Main
Link Business Center Associates in deed dated June 6, 1982, and recorded under
Clerk's File No. H471470 of the Xxxxxx County Deed Records, to which deed and
the record thereof reference is here made for all purposes.
TANOX -- PHASE I
(Approx. 4832 SF)
LEASE ADDENDUM
PREMISES
(Approx. 8013 SF)
LEASE ADDENDUM III
(Approx. 6589 SF)
LEASE ADDENDUM V
(Approx. 7342 SF)
XXXXXXX & XXXXXX
XxXXXXXX
ADDENDUM VI TO THE LEASE AGREEMENT
BY AND BETWEEN
MAIN LINK BUSINESS PARK ASSOCIATES
AND
TANOX BIOSYSTEMS, INC.
DATED DECEMBER 4, 1986
The Lease Agreement as defined above is hereby amended this 4th day of January,
1995 as follows, with all obligations under this Addendum to become effective on
the date hereof, except as otherwise specified below. Landlord and Tenant
acknowledge that, except as changed by this Addendum VI, the terms of the Lease
Agreement dated December 4, 1986, and Addendums I, II, III, IV and V shall
remain in full force and effect.
SECTION 2 -- IMPROVEMENTS AND CONDITION OF PREMISES:
The second sentence in Paragraph 2 of Addendum V, shall be amended by
deleting "twelve (12)" and inserting "eighteen (18)".
SECTION 13 -- MISCELLANEOUS: RENEWAL OPTION:
In addition to the expansion option contained in Addendum V, Paragraph
8(c), Tenant shall have the right to extend the term of the Lease, for
the Premises then in effect, for one (1) additional period of five
years (the "Second Renewal Term"), commencing on the day after the
last day of the first renewal term, subject to all of the terms of
such Paragraph 8(c) except as otherwise provided for herein. The
rental for the Second Renewal Term shall be the prevailing Fair Market
Value (as defined in Addendum V) at the time of the notice, but in no
event shall such rate be less than $0.625 per SF, per month, including
operating expenses as defined in the Lease, for calendar year 1994.
This Addendum VI, and the Lease Agreement dated December 4, 1986, and Addendums
I, II, III, IV and V to the Lease Agreement Constitute the entire understanding
between the parties with regard to leasing space at 00000 Xxxxxx Xxxx, Xxxxx
000, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx. Default under any of the aforesaid
agreements will constitute default under all of the agreements.
Page 1
Except for the foregoing changes, all of the covenants, terms and conditions of
the prior Lease Agreement, and Addendum I, II, III, IV and V remain the same.
MAIN LINK BUSINESS PARK ASSOCIATES (Landlord)
By: /s/ XXXXX X. XXXXXX ATTEST /s/ XXXXXX X. XXXXX
Xxxxx X. Xxxxxx
Assistant Vice President
For: AMEGA INVESTMENTS, INC. (MANAGING PARTNER)
(SUCCESSOR TO ALTA MAIN LINK INVESTMENTS, INC.)
TANOX BIOSYSTEMS, INC.
By: /s/ XXXXX X. XXXXX ATTEST /s/ ????????????????
Xxxxx X. Xxxxx
President
Page 2
ADDENDUM VII TO THE LEASE AGREEMENT
BY AND BETWEEN
MAIN LINK BUSINESS PARK ASSOCIATES
AND
TANOX BIOSYSTEMS, INC.
DATED DECEMBER 4, 1986
The Lease Agreement as defined above is hereby amended this 1st day of June,
1995 as follows, with all obligations under this Addendum to become effective on
the date hereof, except as otherwise specified below. Landlord and Tenant
acknowledge that, except as changed by this Addendum VII, the terms of the Lease
Agreement dated December 4, 1986, and Addenda I, II, III, IV, V and VI shall
remain in full force and effect.
1. SECTION 1 -- PREMISES: The original Lease Premises of 4,832 square feet,
expanded by 8,013 square feet in Addendum II to the Lease Agreement, and an
additional 6,569 square feet in Addendum III to the Lease Agreement, and an
additional 7,342 square feet in Addendum V to the Lease Agreement, shall be
further expanded by 9,023 square feet ("Expansion"), as shown on the
attached Exhibit "A". The entire Lease Premises as of the date of this
Addendum VII to Lease Agreement shall be 35,779 square feet.
2. SECTION 2 -- EXPANSION TERM: The Commencement Date for the 9,023 square
foot Expansion shall be June 1, 1995 and shall terminate twenty-two (22)
months following such date on March 31, 1997.
3. SECTION 3 -- EXPANSION RENT: The monthly rent for the 9,023 square foot
Expansion, payable in accordance with the terms of the Lease Agreement,
shall be $4,962.65 through March 31, 1997, or $0.55 per square foot. Such
rent shall not be subject to C.P.I. escalation.
4. SECTION 5 -- MAINTENANCE: The second sentence in Paragraph 2 shall be
amended to read "Tenant agrees to reimburse Landlord for such maintenance
and service at the rate of $10.00 per 1,000 square feet, in the amount of
three hundred fifty-seven dollars and seventy-nine cents ($357.79) per month
as additional rent." This represents a CAM increase of $90.23 for Addendum
VII, in addition to the $73.42 for Addendum V, $65.69 for Addendum IV,
$80.13 for Addendum II and $48.32 for original space.
ADDENDUM VII
TANOX BIOSYSTEMS, INC.
5. SECTION 6 -- TAXES: The following shall be added to the end of the
first sentence in the paragraph: "however, for the Expansion space of
9,023 square feet, Landlord agrees to pay all ad valorem real estate
and personal property taxes up to a maximum amount of the taxes for
the Base Year 1994, assessed against the property and improvements
located thereon."
6. SECTION 10 -- INSURANCE: The following shall be added to the end of
the second sentence in Paragraph 2: "however, for the Expansion space
of 9,023 square feet, should, after the first year of this Expansion,
Landlord's cost of maintaining insurance herein exceed the Base Year
1995 costs, then Tenant agrees to pay to Landlord, as additional rent,
Tenant's pro rata share of the amount of such excess each year. Such
expenses shall not be subject to CPI escalation."
7. SECTION 13 -- MISCELLANEOUS: The expansion option contained in
Addendum V, and amended in Addendum VI, shall be further amended as
follows:
The second sentence of the second paragraph of Addendum V, Section (c)
shall be amended to read "Tenant, at its option, shall have the right
to extend the Lease on (i) approximately 35,779 square feet (the
entire "Premises") or (ii) approximately 26,756 square feet
(excluding the 9,023 square foot Expansion) or (iii) approximately
19,414 square feet (excluding the Expansion Space of 7,342 square feet
set forth in Addendum V and the 9,023 square foot Expansion).
8. SECTION 13 -- MISCELLANEOUS: Paragraph (e) shall be added as follows:
(e) Telecommunications: Landlord shall allow Tenant to install, at
its sole cost and expense, computer and telecommunications cabling
which shall link Tenant's existing systems to the 9,023 square foot
Expansion, along the service entrance wall or above the canopy of the
office entrance of the lease space currently occupied by Formcraft,
Inc.
9. SECTION 14(A) -- GENERAL PROVISIONS; SIGNS: The phase "except as set
forth in Section 14(c) herein," shall be added to the end of the
second sentence of Section 14(a).
10. SECTION 14(C) -- GENERAL PROVISIONS: SUBLEASE AND ASSIGNMENT: Section
14(c) shall be amended by inserting the following at the end of the
paragraph:
Page 2
ADDENDUM VII
TANOX BIOSYSTEMS, INC.
"In the event Tenant should elect to sublease all or a portion of the
9,023 square foot Expansion, Landlord shall allow Tenant to place a
sign advertising such sublease space in the same location as
Landlord's current advertisement for available space."
"In the event Tenant secures a sublessee ("Proposed New Tenant")
for the entire 9,023 square foot Expansion during the twelve (12)
months following the commencement of the Expansion, Landlord, upon
request, will agree to: (a) accept the Proposed New Tenant on a direct
lease agreement, provided the financial conditions and use of the
premises are acceptable to the Main Link Business Park directors; (b)
a rental rate of $0.55 per square foot on an "as-is" basis,
including a 1994 Base Year for Taxes and a 1995 Base Year for
Insurance; (c) a term of five (5) years; (d) Common Area Maintenance
and Common Metered Utilities as provided for in the Tanox lease; and
(e) standard terms and conditions as provided for in the Texas
Association of Realtors Commercial Lease."
II. SECTION 2 -- IMPROVEMENTS AND CONDITIONS OF PREMISES (ADDENDUM V AND
VI): The second sentence in Paragraph 2 of Addendum V, as amended in
Addendum VI, shall be further amended by deleting the words "during
the eighteen (18) months following the commencement date of January 1,
1994" and replacing with "prior to December 31, 1995." The
following sentence shall be added after the second sentence in
Paragraph 2 of Addendum V, as amended in Addendum VI: Tenant may, at
its option, apply the unused improvement allowance provided for in
Addendum V to the Lease Agreement, towards improvements to the 9,023
square foot Expansion." In addition, the following shall be added to
the end of the preceding sentence: "(a) Improvements to the 9,023
square foot Expansion are for the benefit of the Tenant and not the
Proposed New Tenant; and (b) If Tenant exercises the cancellation
provisions as provided for in Addendum V (7,342 square feet), the
improvement allowance may not be transferred to the 9,023 square foot
Expansion, and if such allowance has been transferred prior to the
date of such cancellation, the unamortized amount of such allowance
shall be payable as if it had been spent on improvements to the
Addendum V space (7,342 square feet)."
This Addendum VII, and and the Lease Agreement dated December 4, 1986, and
Addenda I, II, III, IV, V and VI to the Lease Agreement constitute the entire
understanding between the parties with regard to leasing space at 00000 Xxxxxx
Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx. Default under any of the
aforesaid agreements will constitute default under all of the agreements.
Page 3
Addendum VII
Tanox Biosystems, Inc.
Except for the foregoing changes, all of the covenants, terms and conditions of
the prior Lease Agreement, and Addendum I, II, III, IV, V and VI remain the
same.
MAIN LINK BUSINESS PARK ASSOCIATES (Landlord)
By: /s/ XXXXX X. XXXXXX Attest: XXXXXX X. XXXXX
Xxxxx X. Xxxxxx
Assistant Vice President
For: AMEGA INVESTMENTS, INC. (MANAGING PARTNER)
(SUCCESSOR TO ALTA MAIN LINK INVESTMENT, INC.)
TANOX BIOSYSTEMS, INC.
By: /s/ XXXXX X. XXXXX Attest: XXXX ??????
Xxxxx X. Xxxxx
President
Page 4
ADDENDUM VIII TO THE LEASE AGREEMENT
(REPLACES ADDENDUM VII)
BY AND BETWEEN
MAIN LINK BUSINESS PARK ASSOCIATES
AND
TANOX BIOSYSTEMS, INC.
DATED DECEMBER 4, 1986
The Lease Agreement as defined above is hereby amended this 7th day of December,
1995 as follows, with all obligations under this Addendum to become effective on
the date hereof, except as otherwise specified below. Landlord and Tenant
acknowledge that, except as changed by this Addendum VIII, the terms of the
Lease Agreement dated December 4, 1986, and Addenda I, II, III, IV, V and VI
shall remain in full force and effect.
1. SECTION 1 -- PREMISES: The original Lease Premises of 4,832 square feet,
expanded by 8,013 square feet in Addendum II to the Lease Agreement, and an
additional 6,569 square feet in Addendum III to the Lease Agreement, and an
additional 7,342 square feet in Addendum V to the Lease Agreement, shall be
further expanded by 8,868 square feet ("Expansion"), as shown on the
attached Exhibit "A". The entire Lease Premises as of the date of this
Addendum VIII to Lease Agreement shall be 35,624 square feet.
2. SECTION 2 -- EXPANSION TERM: The Commencement Date for the 8,868 square
foot Expansion shall be June 1, 1995 and shall terminate twenty-two (22)
months following such date on March 31, 1997.
3. SECTION 3 -- EXPANSION RENT: The monthly rent for the 8,868 square foot
Expansion, payable in accordance with the terms of the Lease Agreement,
shall be $4,877.40 through March 31, 1997, or $0.55 per square foot. Such
rent shall not be subject to C.P.I. escalation.
4. SECTION 5 -- MAINTENANCE: The second sentence in Paragraph 2 shall be
amended to read "Tenant agrees to reimburse Landlord for such maintenance
and service at the rate of $10.00 per 1,000 square feet, in the amount of
three hundred fifty-six dollars and twenty-four cents ($356.24) per month
as additional rent." This represents a CAM increase of $88.68 per Addendum
VIII, in addition to the $73.42 for Addendum V, $65.69 for Addendum IV,
$80.13 for Addendum II and $48.32 for the original space.
Addendum VIII
Tanox Biosystems, Inc.
Page 2
5. SECTION 6 -- TAXES: The following shall be added to the end of the first
sentence in the paragraph: "however, for the Expansion space of 8,868
square feet, Landlord agrees to pay all ad valorem real estate and personal
property taxes up to a maximum amount of the taxes for the Base Year 1994,
assessed against the property and improvements located thereon."
6. SECTION 10 -- INSURANCE: The following shall be added to the end of the
second sentence in Paragraph 2: "however, for the Expansion space of 8,868
square feet, should, after the first year of this Expansion, Landlord's
cost of maintaining insurance herein exceed the Base Year 1995 costs, then
Tenant agrees to pay to Landlord, as additional rent, Tenant's pro rata
share of the amount of such excess each year. Such expenses shall not be
subject to the C.P.I. escalation."
7. SECTION 13 -- MISCELLANEOUS: The expansion option contained in Addendum V,
and amended in Addendum VI, shall be further amended as follows:
The second sentence of the second paragraph of Addendum V, Section (c)
shall be amended to read "Tenant, at its option, shall have the right to
extend the Lease on (i) approximately 35,624 square feet (the entire
"Premises") or (ii) approximately 26,756 square feet (excluding the 8,868
square foot Expansion) or (iii) approximately 19,414 square feet (excluding
the Expansion Space of 7,342 square feet set forth in Addendum V and the
8,868 square foot Expansion).
8. SECTION 13 -- MISCELLANEOUS: shall be added as follows:
(e) Telecommunications: Landlord shall allow Tenant to install, at its
sole cost and expense, computer and telecommunications cabling which shall
link Tenant's existing systems to 8,868 square foot Expansion, along the
service entrance wall or above the canopy of the office entrance of the
lease space currently occupied by Formcraft, Inc.
9. SECTION 14(A) -- GENERAL PROVISION; SIGNS: The phrase "except as set
forth in Section 14(c) herein" shall be added to the end of the second
sentence of Section 14(a).
10. SECTION 14(C) -- GENERAL PROVISIONS; SUBLEASE ASSIGNMENT. Section 14(c)
shall be amended by inserting the following at the end of the paragraph.
Addendum VIII
Tanox Biosystems, Inc.
Page 3
"In the event Tenant should elect to sublease all or a portion of the
8,868 square foot Expansion, Landlord shall allow Tenant to place a sign
advertising such sublease space in the same location as Landlord's current
advertisement for available space."
"In the event Tenant secures a sublessee ("Proposed New Tenant") for the
entire 8,868 square foot Expansion during the twelve (12) months following
the commencement of the Expansion, Landlord, upon request, will agree to:
(a) accept the Proposed New Tenant on a direct lease agreement, provided
the financial conditions and use of the premises are acceptable to the Main
Link Business Park directors; (b) a rental rate of $0.55 per square foot on
an "as-is" basis, including a 1994 Base Year for Taxes and a 1995 Base
year for Insurance; (c) a term of five (5) years; (d) Common Area
Maintenance and Common Metered Utilities as provided for in the Tanox
lease; and (e) standard terms and conditions as provided for in the Texas
Association of Realtors Commercial Lease."
II. SECTION 2 -- IMPROVEMENTS AND CONDITIONS OF PREMISES (ADDENDUM V AND
VI): The second sentence in Paragraph 2 of Addendum V, as amended in
Addendum VI, shall be further amended by deleting the words "during the
eighteen (18) months following the commencement date of January 1, 1994"
and replacing with "prior to December 31, 1995". The following sentence
shall be added after the second sentence in Paragraph 2 of Addendum V, as
amended in Addendum VI: "Tenant may, at its option, apply the unused
improvement allowance provided for in Addendum V to the Lease Agreement
towards improvements to the 8,868 square foot Expansion." In addition, the
following shall be added to the end of the preceding sentence: "(a)
Improvements to the 8,868 square foot Expansion are for the benefit of the
Tenant and not the Proposed New Tenant; and (b) If Tenant exercises the
cancellation provisions as provided for in Addendum V (7,342 square feet),
the improvement allowance may not be transferred to the 8,868 square foot
Expansion, and if such allowance has been transferred prior to the date of
such cancellation, the unamortized amount of such allowance shall be
payable as if it had been spent on improvements to the Addendum V space
(7,342 square feet)".
This Addendum VIII, and the Lease Agreement dated December 4, 1986, and Addenda
I, II, III, IV, V and VI to the Lease Agreement constitute the entire
understanding between the parties with regard to leasing space at 00000 Xxxxxx
Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx. Default under any of the
aforesaid agreements will constitute default under all of the agreements.
Addendum VIII
Tanox Biosystems, Inc.
Page 4
Except for the foregoing changes, all of the covenants, terms and conditions of
the prior Lease Agreement, and Addendum I, II, III, IV, V and VI remain the
same.
MAIN LINK BUSINESS PARK ASSOCIATES (Landlord)
By: /s/ XXXXX X. XXXXXX Attest: XXXXXX XXXXX
Xxxxx X. Xxxxxx
Assistant Vice President
For: AMEGA CORPORATION (MANAGING PARTNER)
(SUCCESSOR TO ALTA MAIN LINK INVESTMENTS, INC.)
TANOX BIOSYSTEMS, INC. (Tenant)
By: /s/ XXXXX X. XXXXX Attest: Xxxx ??????
Xxxxx X. Xxxxx
President
ADDENDUM IX TO THE LEASE AGREEMENT
BY AND BETWEEN
MAIN LINK BUSINESS PARK ASSOCIATES
AND
TANOX BIOSYSTEMS, INC.
DATED DECEMBER 4, 1986
The Lease Agreement as defined above is hereby amended this 3rd day of February,
1997 as follows, with all obligations under this Addendum to become effective on
the date hereof, except as otherwise specified below. Landlord and Tenant
acknowledge that, except as changed by this Addendum IX, the terms of the Lease
Agreement dated December 4, 1986, and Addenda II, III, IV, V and VI and VIII
shall remain in full force and effect.
1. SECTION 1 -- PREMISES: The original Lease Premises of 4,832 square feet,
expanded by 8,013 square feet in Addendum II to the Lease Agreement, and an
additional 6,569 square feet in Addendum III to the Lease Agreement, and an
additional 7,342 square feet in Addendum V to the Lease Agreement, and an
additional 8,868 square feet in Addendum VIII to the Lease Agreement -- all
as shown on attached Exhibit "A". The Lease Premises as of the date of
this Addendum IX to Lease Agreement shall be 35,624 square feet.
2. SECTION 2: The Commencement Date for the 35,624 square feet shall be April
1, 1997 and shall terminate sixty (60) months following such date on March
31, 2002.
3. SECTION 3 -- RENT: The monthly rent for the 35,624 square feet, payable in
accordance with the terms of the Lease Agreement, shall be $20,187.00
through March 31, 2002, for a total lease contract amount of $1,211,220.00.
Such rent shall not be subject to C.P.I. escalation.
4. SECTION 5 -- MAINTENANCE: The second sentence in Paragraph 2 shall be
amended to read "Tenant agrees to reimburse Landlord for such maintenance
and service at the rate of $10.00 per 1,000 square feet, in the amount of
three hundred fifty six dollars and twenty-four cents ($356.24) per month as
additional rent." This represents a CAM increase of $88.68 for Addendum
VIII, in addition to the $73.42 for Addendum V, $65.69 for Addendum IV,
$80.13 for Addendum II and $48.32 for the original space.
5. SECTION 6 -- TAXES: The following shall replace the first sentence in the
paragraph: "Landlord agrees to pay all ad valorem, real estate and personal
property taxes up to a maximum amount of the taxes for the Base Year 1995,
assessed against the property and improvements located thereon."
6. SECTION 10 -- INSURANCE: The following shall replace the second and third
sentence in Paragraph 2 and apply to the total premises of 35,624 square
feet: "Should the Landlord's cost of maintaining insurance herein exceed
the Base Year 1996 costs, then Tenant agrees to pay the Landlord, as
additional rent, Tenant's pro rata share of the amount of such excess each
year."
Addendum IX
Tanox Biosystems, Inc.
Page 2
This Addendum IX, and the Lease Agreement dated December 4, 1986, and Addenda
II, III, IV, V, VI and VIII to the Lease Agreement constitute the entire
understanding between the parties with regard to leasing space at 00000 Xxxxxx
Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx. Default under any of the
aforesaid agreements will constitute default under all of the agreements.
Except for the foregoing changes, all of the covenants, terms and conditions of
the prior Lease Agreement, and Addendum II, III, IV, V, VI and VII remain the
same.
MAIN LINK BUSINESS PARK ASSOCIATES (Landlord)
By: /s/ XXXXX X. XXXXXX Attest: XXXXX XXXXXX
Xxxxx X. Xxxxxx
Vice President
For: AMEGA CORPORATION (MANAGING PARTNER)
(SUCCESSOR TO ALTA MAIN LINK INVESTMENTS, INC.)
TANOX BIOSYSTEMS, INC. (Tenant)
By: /s/ XXXXX X. XXXXX Attest: XXXX ??????
Xxxxx X. Xxxxx
President
DESCRIPTION OF LEASE PREMISES -- EXHIBIT A
Description
Lease Premises are located in Building # 10301 Stella Link which is part of Main
Link Business Park situated on a tract containing 4.1684 acres out of that
certain 22,2444 acre (984,966 square feet), more or less, tract land
located in Xxxxxx County, Texas, conveyed from Xxxxxx X. XxXxxxx, Xx. et al, to
Main Link Business Center Associates in deed dated June 6, 1982, and recorded
under Clerk's File No. H471470 of the Xxxxxx County Deed Records, to which deed
and the record thereof reference is here made for all purposes.
Lease Premises
Approx. 4832 Total X.X.
Xxxxxx & Xxxxxx
(Approx. 15,530 S.F.)
XxXXXXXX
XXXXXX LINK
EXHIBIT "B"
Based on Tanox Biosystem Inc. proposed office and laboratory layout drawing
dated 12/03/86, Landlord will complete the 4,832 sq. ft. (4,002 sq. ft. air
conditioned and 830 sq. ft. non-air conditioned space) as requested and as
additionally specified below.
The engineering will be by Amega's subcontractors complete with engineers seal
on the electrical and air conditioning systems. The M.E.P. drawings and
specifications will be given to the tenants for approval prior to starting of
work.
I. ELECTRICAL (ADDITIONS/CLARIFICATIONS)
400 AMP SERVICE
EMERGENCY POWER
75 KVA diesel powered, automatic electrical generator will supply power to
designated areas in the event of loss of power to the building from HL&P.
Unit will be skid-mounted adjacent to the building on the north side, and
will contain fuel capacity for 24 hours (maximum) of use.
ITEMS TO BE ON EMERGENCY GENERATOR (*Added Items 11/20/86):
ROOM P-2
o One (1) 2 x 4 lay-in light with wall switch
Two (2) T.C. hoods (110v)
One (1) incubator (110v)
PREP LAB
o One (1) 2 x 4 lay-in light with wall switch
LAB #2
o Two (2) 220v outlets
o One (1) F.H. 48 (2-J boxes)
o One (1) 2 x 4 lay-in with wall switch
LAB #1
o Two (2) 220v outlets
o One (1) 2 x 4 lay-in light with wall switch
EQUIPMENT ROOM
o Three (3) 220v outlets
o One (1) 110v outlet
o Two (2) plug mold with plugs at 18 3/4 O.C.
o One (1) 2 x 4 lay-in light with wall switch
CONFERENCE ROOM
o One (1) 2 x 4 lay-in light with wall switch
MAIN HALL
o Two (2) 2 x 4 lay-in lights with 3-way wall switch
T.C. ROOM
o One (1) 2 x 4 lay-in light with wall switch
o One (1) 220V outlet
o Two (2) X.X. Xxxx (One 78 and One 54)
COLD ROOM
Two (2) "J" boxes which operate package cooler room unit
ADDITIONAL ELECTRICAL OUTLETS/REQUIREMENTS:
EQUIPMENT ROOM
Add one (1) 220V outlet for equipment
MAIN HALL
Two (2) Hubbill #2310-20A-125V-2P-3W twist lock single receptacle.
Two (2) electrical outlets for flying bug killers in main hall way
(equip. by Owner)
Glass Wash Area ("J" Box Requirements)
One (1) dryer - 208, 30, 30 AMP disconnect
One (1) washer - 208, 30 - 100 AMP disconnect
One (1) auto clevis 208, 30 - 60 AMP disconnect
Omit one (1) J Box in original proposal
T.C. ROOM
Add three (3) ultraviolet lights surface mounted
P-2 LAB
Add Two (2) 2 1/4 ultraviolet lights surface mounted
COLD ROOM
Add One (1) 110V waterproof outlet
PANTRY
Add one (1) 110V outlet for a microwave oven
CONFERENCE ROOM
Add four (4) incandescent lights with a dimmer
ADDITIONAL STORAGE
Add three (3) 8 1/4-2 light fixtures for temporary lighting
ANIMAL HOLDING
Four (4) 110 volt waterproof outlets
Two (2) 2 x 4 surface mounted light fixtures
LOADING DOCK/STORAGE
Delete rooms in their entirety which will offset the added requirements
at the animal room.
II. AIR CONDITIONING SYSTEM
The units are to be roof top mounted with duct-returned air from a
centrally filtered ceiling grill.
The A/C system has been designed per the following heat loads:
2.5 xxxxx lighting load
3.0 xxxxx misc. load (equip)
.1 "U" value for roof and wall
150 sq.ft. per person
1.13 "U" valve for exterior glass walls with a .59 shading coefficient
Note: The restrooms are to be air conditioned by a exhaust fan and a
undercut door.
Special air-conditioning consideration has been provided for the T.C. room
as a separate zone also the P-2 and Prep-Lab as a separate zone. The
proposed air-conditioning systems will be as follows:
1. Air handlers above the ceiling modified to allow for the
additional static pressure due to the HEPA filters
2. Compressors to be mounted on the roof
3. HEPA filters rated at .12 micron are to be installed at each air
outlet into the room
4. The "zones" can be controlled by the operator to maintain a
positive pressure by setting the fan to continuous run.
ANIMAL HOLDING ROOM
Provide one (1) air conditioned air inlet and one (1) fan with exhaust
duct thru the roof, both to be connect to owners animal container.
III. PLUMBING
All laboratory drains are to be routed through an acid dilution tank
complete with a City of Houston approved sampling well. The cost of
testing and maintenance of the system is to be the responsibility of the
lessee.
One (1) 10 gal hot water heater for restrooms and pantry.
One (1) 30 gal hot water heater for five (5) stainless steel lab sinks.
Provide for additional water outlets and in line value with outlets for
Owners connection and installation of three (3) "Metafor" water systems
(outlet and pipings to be polypropylene).
Three (3) stainless steel cabinet tops are to have a self draining top
complete with a four inch splash.
ADD
Central floor drain in glass wash room and animal holding room.
One (1) janitors sink at animal room with hot and cold water.
One (1) exterior hose xxxx near waste storage room.
IV. FLOORING
One (1) janitors sink at animal room with hot and cold water.
Allowance of $14.00 per yard installed carpet in the offices, reception
area and conference room.
One (1) exterior hose xxxx near waste storage room.
Ceramic tile floor and 4 1/4 wainscote for men's and women's restrooms.
Sealed concrete (epoxy finish) for the glass wash, waste storage, and
small animal room.
V.C.T. - all rooms not specified above to have 12 3/4 x 12 3/4 x 1/8 3/4
vinyl tile.
IV. CABINETS & SHELVES
All cabinets as shown are to be 3/4 3/4 oak plywood custom-built, finished
(sealer and three coats lacquer), and installed. Countertops, other than
specified plastic laminated, to be 3/4 3/4 CORIAN.
Twenty-three (23) lin.ft. of the open wall shelves are to have sliding
glass doors.
VI. NON-AIR CONDITIONED
The additional 830 sq.ft. will be partitioned off for Tanox Biosystem
Inc's use as a storage area.
TANOX BIOSYSTEM, INC.
LEGEND: FOR DRWG. EXHIBIT "B" PAGE 4 OF 4 12/02/86 REV. 2
STAINLESS STEEL SINK & COUNTER TOP
SS48 * 48x30, 60x30,
8x30 W/SINK SIZE SHOWN ON PLAN
SS60 W/4 3/4 S.S. SPLASH,
CABINET UNIT BELOW. (USE #304 16 GA.
SS84 S.S.)
036 * DRAWER 36 3/4 WIDE (SIZE VARIOUS)
C36 * CABINET 36 3/4 WIDE (SIZE VARIOUS)
KS24 * KNEE SPACE 24 3/4 WIDE (SIZE VARIOUS)
SIDE-DOWN SPACE 42 3/4 WIDE/P.L.
SD42 * COUNTER TOP
FD12 * FILE DRAWER 12 3/4 WIDE
36H,3CH * INDICATE HEIGHT OF BENCH & COUNTER
* TELEPHONE OUTLET
PG * PEGBOARD 30 3/4x36 3/4
PLUG MOLD, PLUG @ 18 3/4 D.C., 40 3/4
* A.F.F. ON WALL
* 208V, 30A, 42 3/4 AFF
PROVIDE 2 1/4-0 3/4 FLUOR STRIP LIGHT
IN WOOD POCKET.
UNDERSIDE OF BOOKSHELF @ SIDE-DOWN
SPACE
W/RECEPTABLE ON FIXTURE (SURFACE
* MOUNTED)
G * GAS PEDESTAL FIXTURE W/3-COCKS
* EMERGENCY EYE WASH
* EMERGENCY SHOWER
110V DUPLEX @ 12 3/4 AFF UNLESS
* OTHERWISE NOTED
--G * GAS LINE ROUGH-IN @ 12 3/4 AFF
* CUP SINK
ROUGH-IN JUN. BOX IN PLENUM SPACE FOR
J * EQUIP
EXHIBIT "C"
SIGNAGE
Alta Properties will provide one sign on the storefront fascia which will be
designed and approved by Alta and which will read "TANOX BIOSYSTEM, INC."
Illumination of sign to be by general site lighting only, controlled by timer.
EXHIBIT "C"
LIEN WAIVER
THE STATE OF TEXAS
COUNTY OF XXXXXX
The undersigned has contracted with/has been employed by TANOX BIOSYSTEMS, INC.
to furnish LABOR AND/OR MATERIALS for the Project known as TANOX BIOSYSTEMS,
INC. NEW EXPANSION/PHASE II, and for certain improvements to real property
located in Xxxxxx County, Texas, and owned by Main Link Business Park
Associates, which improvements are described as follows:
Leasehold improvements to Building # 10301 Stella Link which is part of
Main Link Business Park situated on a tract containing 4.1684 acres out of
that certain 22.2444 acre (984,966 square feet), more or less, tract of
land located in Xxxxxx County, Texas, conveyed from Xxxxxx X. XxXxxxx, Xx.
et al, to Main Link Business Center Associates in deed dated June 6, 1982,
and recorded under Clerk's File No. H471470 of the Xxxxxx County Deed
Records, to which deed and the record thereof reference is here made for
all purposes.
For and in consideration of the sum of $ _______________________________________
_________________ DOLLARS, and other good and valuable consideration, the
receipt whereof is hereby acknowledged and confessed, the undersigned does
hereby waive and release any and all mechanic's lien or materialman's lien and
claim or right to lien on said above described real property and improvements on
account of labor or materials, or both, furnished by the undersigned pursuant to
the above mentioned contract with TANOX BIOSYSTEMS, INC. for said real property
and improvements up to and including ______________, 19_ only, but not for any
furnished subsequent to said date, and also waives and releases any
constitutional lien that the undersigned may have.
It is hereby warranted by the undersigned, who recognizes that TANOX BIOSYSTEMS,
INC. is relying on such warranty to its potential detriment, that all the
undersigned's subcontractors, materialmen and/or laborers have been paid all
sums due to any of them for work done or materials furnished in connection with
the job represented by this Lien Waiver, through the date mentioned above, and
that no valid claim or right exists in favor of any such subcontractor,
materialman or laborer.
______________________________________
BY: ________________________________________________ TITLE: __________________
SUBSCRIBED AND SWORN TO BEFORE ME BY __________________________________________,
on this the ___ day of ___________, 19__, to certify which witness my hand and
seal of office.
(Notary Seal) ______________________________________
Notary Public in and for the State of
Texas
My commission expires: _____________________________________________
