[LETTERHEAD OF MAIN STREET GROUP, INC.]
MEMORANDUM
DATE: November 11, 1996
TO: Acute Therapeutics, Inc.
FROM: Xxxxxx X. Xxxxxxxxxx
RE: 0000 Xxxxxx Xxxx, Xxxxxxxxxx Xxxxxxxx
--------------------------------------------------------------------------------
This letter will confirm that I have received a copy of a lease agreement
(attached hereto), that establishes a leasehold interest for your firm at the
subject property.
In the event that I am the successful purchaser of said property, then I agree
to abide by the provisions of said lease agreement as Xxxxxx.
/s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxxxxx
Owner in Equity: 0000 Xxxxxx Xxxx,
Xxxxxxxxxx, XX
11/11/96
--------------------------------------
Date
WSS/lc
MEMORANDUM
DATE: November 8, 1996
TO: Acute Therapeutics, Inc.
FROM: Xxxxx and Xxxxxxx XxxXxxxxx
RE: Xxxxxx's Right to Early Termination of Lease Agreement
Dated November 8, 1996
--------------------------------------------------------------------------------
This letter will confirm that Acute Therapeutics, Inc. (hereinafter "Lessee")
shall have the right to terminate the above referenced lease agreement for 5,400
square feet, located at 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxx, at the end
of the twenty-fourth (24th) month of said agreement. Early termination may
therefore occur on November 10, 1998, provided however, that written notice of
Xxxxxx's intent to exercise Xxxxxx's option for early termination is delivered
by Xxxxxx, to Lessor, in writing at least one hundred twenty (120) days prior to
November 10, 1998. Notice is therefore required, in writing, from Lessee to
Lessor, by July 10, 1998. If notice of intent to terminate is not delivered from
Lessee to Lessor in accordance with the foregoing, then the lease agreement will
continue in full force and effect.
/s/ Xxxxx XxxXxxxxx /s/ Xxxxxxx XxxXxxxxx
-------------------------------- --------------------------------
/s/ Xxxxxx X. Xxxxxxxx
-------------------------------- --------------------------------
Lessor Lessee
Nov. 9, 1996 Nov. 11, 1997
-------------------------------- --------------------------------
Date Date
Lease Agreement
1. Parties
This Agreement, MADE THE 8th day of November one thousand nine hundred and
Ninety Six (1996), by and between Xxxxx XxxXxxxxx and Xxxxxxx XxxXxxxxx
(hereinafter called Lessor), of the one part, and Acute Therapeutics, Inc.
(hereinafter called Lessee), of the other part.
2. Premises; 3. Term; 4. Minimum Rent
WITNESSETH THAT: Lessor does hereby demise and let unto Lessee all that
certain 0000 Xxxxxx Xxxx, xx xxx Xxxxxxxxxx Xxx., XX, being the converted stone
barn, in its entirety, comprising approximately 5,400 square feet. Tax map
parcel 6-7-8. The stone farmhouse and free-standing storage shed are
specifically excluded, in the township of Buckingham, State of Pennsylvania, to
be used and occupied as professional offices and for no other purpose, for the
term of five (5) years beginning the 11th day of November, one thousand nine
hundred and ninety six (1996), and ending the 10th day of November, two thousand
and one (2001), for the minimum annual rental of sixty-three thousand six
hundred (base years) Dollars ($63,600.00) lawful money of the United States of
America, payable in monthly installments in advance during the said term of this
lease, or any renewal hereof, in sums of five thousand three hundred (base
years) Dollars ($5,300.00) on the first day of each month, rent to begin from
the eleventh day of November, 1996, the first installment to be paid at the time
of signing this lease. The first rental payment to be made during the occupancy
of the premises shall be adjusted to pro-rate a partial month of occupancy, if
any, at the inception of this lease.
Rental payments shall be fixed for the first two years of the lease term
("Base Years"). Annual rental shall increase to sixty-six thousand seven
hundred eighty dollars for lease years three through five, and shall be
payable in monthly installments, in advance in sums of five thousand five
hundred sixty-five dollars ($5,565.00).
5. Inability to give Possession
If Lessor is unable to give Lessee possession of the demised premises, as
herein provided, by reason of the holding over of a previous occupant, or by
reason of any cause beyond the control of the Lessor, the Lessor shall not be
liable in damages to the Lessee therefor, and during the period that the Lessor
is unable to give possession, all rights and remedies of both parties hereunder
shall be suspended, and if Lessor is unable for any reason to give possession of
the demised premises with 5 days of Xxxxxx's demand therefor following
commencement of the term hereof Lessee shall have the option, by notice to
Lessor, to cancel this lease agreement and receive return of any prepaid rents
and security deposit in full and final settlement of any and all claims against
Lessor.
6. Additional Rent
(a) Damages for Default
(a) Xxxxxx agrees to pay as rent in addition to the minimum rental herein
reserved any and all sums which may become due by reason of the failure of
Lessee to comply with all of the covenants of this lease and any and all
damages, costs and expenses which the Lessor may suffer or incur by reason of
any default of the Lessee or failure on his part to comply with the covenants of
this lease, and each of them, and also any and all damages to the demised
premises caused by an act or neglect of the Lessee.
(b) Taxes
(b) Xxxxxx further agrees to pay as rent in addition to the minimum rental
herein reserved all taxes assessed or imposed upon the demised premises and/or
the building of which the demised premises is a part during the term of this
lease, in excess of and over and above those assessed or imposed at the time of
making this lease. The amount due hereunder on account of such taxes shall be
apportioned for that part of the first and last calendar years covered by the
term hereof. The same shall be paid by Lessee to Lessor on or before the first
day of July of each and every year.
(c) Fire Insurance Premiums
(c) Xxxxxx further agrees to pay to Lessor as additional rent all increase
or increases in fire insurance premiums upon the demised premises and/or the
building of which the demised premises is a part, due to an increase in the rate
of fire insurance in excess of the rate on the demised premises at the time of
making this lease, if said increase is caused by any act or neglect of the
Lessee or the nature of the Lessee's business.
(d) Water Rent
(d) Xxxxxx further agrees to pay as additional rent, if there is a metered
water connection to said premises, all charges for water consumed upon the
demised premises in excess of the yearly minimum meter charge and all charges
for repairs to the said meter or meters on the premises, whether such repairs
are made necessary by ordinary wear and tear, freezing, hot water, accident or
other causes, immediately when the same become due.
(e) Xxxxxx further agrees to pay as additional rent, if there is a metered
water connection to said, premises, all sewer rental or charges for use of
sewers, sewage system, and sewage treatment works servicing the demised premises
in excess of the yearly minimum of such sewer charges, immediately when the same
become due.
7. Place of Payment
All rent shall be payable without prior notice or demand at the office of
Lessor, _______________________________ or at such other place as Lessor may
from time to time designate by notice in writing.
8. Affirmative Covenants of Lessee
Lessee covenants and agrees that he will without demand
(a) Payment of Rent
(a) Pay the rent and all other charges herein reserved as rent at the
times and at the place that the same are payable, without fail; and if Lessor
shall at any time or times accept said rent or rent charges after the same shall
have become delinquent, such acceptance shall not excuse delay upon subsequent
occasions, or constitute or be construed as a waiver of any of Lessor's rights.
Lessee agrees that any charge or payment herein reserved, included, or agreed to
be treated or collected as rent and/or any other charges, expenses, or costs
herein agreed to be paid by Xxxxxx may be proceeded for and recovered by Lessor
by legal process in the same manner as rent due and in arrears.
(b) Cleaning, Repairing, etc.
(b) Keep the demised premises clean and free from all ashes, dirt and
other refuse matter; replace all glass windows, doors, etc., broken; keep all
waste and drain pipes open; repair all damage to plumbing and to the premises in
general; keep the same in good order and repair as they are now, reasonable wear
and tear and damage by accidental fire or other casualty not occurring through
the negligence of Lessee or those employed by or acting for Lessee alone
excepted. The Lessee agrees to surrender the demised premises in the same
condition in which Xxxxxx has herein agreed to keep the same during the
continuance of this lease.
(c) Requirements of Public Authorities
(c) Comply with any requirements of any of the constituted public
authorities, and work with the terms of any State or Federal statute or local
ordinance or regulation applicable to Lessee or his use of the demised premises,
and save Lessor harmless from penalties, fines, costs or damages resulting from
failure so to do.
(d) Fire
(d) Use every reasonable precaution against fire.
(e) Rules and Regulations
(e) Comply with rules and regulations of Lessor promulgated as hereinafter
provided.
(f) Surrender of Possession
(f) Peaceably deliver up and surrender possession of the demised premises
to the Lessor at the expiration or sooner termination of this lease, promptly
delivering to Lessor at his office all keys for the demised premises.
(g) Notice of Fire, etc.
(g) Give to Lessor prompt written notice of any accident, fire, or damage
occurring on or to the demised premises.
(h) Condition of Pavement
(h) Lessee shall be responsible for the condition of the pavement, curb,
cellar doors, awnings and other erections in the pavement during the term of
this lease; shall keep the pavement free from snow and ice; and shall be and
hereby agrees that Lessee is solely liable for any accidents, due or alleged to
be due to their defective condition, or to any accumulations of snow and ice.
(i) Agency on Removal
(i) The Lessee agrees that if, with the permission in writing of Lessor,
Lessee shall vacate or decide at any time during the term of this lease, or any
renewal thereof, to vacate the herein demised premises prior to the expiration
of this lease, or any renewal hereof, Lessee will not cause or allow any other
agent to represent Lessee in any sub-letting or reletting of the demised
premises other than an agent approved by the Lessor and that should Lessee do
so, or attempt to do so, the Lessor may remove any signs that may be placed on
or about the demised premises by such other agent without any liability to
Lessor or to said agent, the Lessee assuming all responsibility for such action.
(j) Indemnification
(j) Indemnify and save Lessor harmless from any and all loss occasioned by
Xxxxxx's breach of any of the covenants, terms and conditions of this lease, or
caused by his family, guests, visitors, agents and employees.
9. Negative Covenants of Lessee
Lessee covenants and agrees that he will do none of the following things
without first obtaining the consent, in writing of Lessor, which consent Xxxxxx
shall not unreasonably withhold, and without providing Lessor with reimbursement
for any expenses incurred or incidental for Xxxxxx's proposed action.
(a) Use of Premises
(a) Occupy the demised premises in any other manner or for any other
purposes than as above set forth.
(b) Assignment and Subletting
(b) Assign, mortgage or pledge this lease or under-let or sub-lease the
demised premises, or any part thereof, or permit any other person, firm or
corporation to occupy the demised premises, or any part thereof; nor shall any
assignee or sub-lessee assign, mortgage or pledge this lease or such sub-lease,
without an additional written consent by the Lessor, and without such consent no
such assignment, mortgage or pledge shall be valid. If the Lessee becomes
embarrassed or insolvent, or makes an assignment for the benefit of creditors,
or if a petition in bankruptcy is filed by or against the Lessee or a bill in
equity or other proceeding for the appointment of a receiver for the Lessee is
filed, or if the real or personal property of the Lessee shall be sold or levied
upon by any Sheriff, Marshal or Constable, the same shall be a violation of this
covenant.
(c) Signs
(c) Place or allow to be placed any stand, booth, sign or show case upon
the doorsteps, vestibules or outside walls or pavements of said premises, or
paint, place, erect or cause to be painted, placed or erected any sign,
projection or device on or in any part of the premises. Lessee shall remove any
sign, projection or device painted, placed or erected, if permission has been
granted and restore the walls, etc., to their former conditions, at or prior to
the expiration of this lease. In case of the breach of this covenant (in
addition to all other remedies given to Lessor in case of the breach of any
conditions or covenants of this lease) Lessor shall have the privilege of
removing said stand, booth, sign, show case, projection or device, and restoring
said walls, etc., to their former condition, and Lessee, at Lessor's option,
shall be liable to Lessor for any and all expenses so incurred by Lessor.
(d) Alterations, Improvements
(d) Make any alterations, improvements, or additions to the demised
premises. All alterations, improvements, additions or fixtures, whether
installed before or after the execution of this lease, shall remain upon the
premises at the expiration or sooner determination of this lease and become the
property of Lessor, unless Lessor shall, prior to the determination of this
lease, have given written notice to Lessee to remove the same, in which event
Lessee will remove such alterations, improvements and additions and restore the
premises to the same good order and condition in which they now are. Should
Lessee fail so to do, Lessor may do so, collecting, at Lessor's option, the cost
and expense thereof from Lessee as additional rent.
(e) Machinery
(e) Use or operate any machinery that, in Xxxxxx's opinion, is harmful to
the building or disturbing to other tenants occupying other parts thereof.
(f) Weights
(f) Place any weights in any portion of the demised premises beyond the
safe carrying capacity of the structure.
(g) Fire Insurance
(g) Do or suffer to be done, any act, matter or thing objectionable to the
fire insurance companies whereby the fire insurance or any other insurance now
in force or hereafter to be placed on the demised premises, or any part thereof,
or on the building of which the demised premises may be a part, shall become
void or suspended, or whereby the same shall be rated as a more hazardous risk
than at the date of execution of this lease, or employ any person or persons
objectionable to the fire insurance companies or carry or have any benzine or
explosive matter of any kind in and about the demised premises. In case of a
breach of this covenant (in addition to all other remedies given to Lessor in
case of the breach of any of the conditions or covenants of this lease) Lessee
agrees to pay to Lessor as additional rent any and all increase or increases of
premiums on insurance carried by Lessor on the demised premises, or any part
thereof, or on the building of which the demised premises may be a part, caused
in any way by the occupancy of Lessee.
(h) Removal of Goods
(h) Remove, attempt to remove or manifest an intention to remove Xxxxxx's
goods or property from or out of the demised premises otherwise than in the
ordinary and usual course of business, without having first paid and satisfied
Lessor for all rent which may become due during the entire term of this lease.
(i) Vacate Premises
(i) Vacate or desert said premises during the term of this lease, or
permit the same to be empty and unoccupied.
10. Lessor's Rights
Lessee covenants and agrees that Xxxxxx shall have the right to do the
following things and matters in and about the demised premises:
(a) Inspection of premises
(a) At all reasonable times by himself or his duly authorized agents to go
upon and inspect the demised premises and every part thereof and/or at his
option to make repairs, alterations and additions to the demised premises or the
building of which the demised premises is a part.
(b) Rules and Regulations
(b) At any time or times and from time to time make such reasonable rules
and regulations as may be necessary or desirable for the safety, care, and
cleanliness of the demised premises and/or of the building of which the demised
premises is a part and of real and personal property contained therein and for
the preservation of good order. Such rules and regulations shall, when
communicated in writing to Lessee, form a part of this lease.
(c) Sale or Rent Sign, Prospective Purchasers or Tenants
(c) To display a "For Sale" sign at any time, and also, after notice from
either party of intention to determine this lease, or at anytime within three
months prior to the expiration of this lease, a "For Rent" sign, or both "For
Rent" and "For Sale" signs; and all of said signs shall be placed upon such part
of the premises as Lessor may elect and may contain such matter as Lessor shall
require. Persons authorized by Lessor may inspect the premises at reasonable
hours during the said periods.
(d) Discontinue Facilities and Service
(d) Lessor may discontinue at any time, any or all facilities furnished
and services rendered by Lessor not expressly covenanted for herein or required
to be furnished or rendered by law; it being understood that they constitute no
part of the consideration for this lease.
11. Responsibility of Lessee
(a) Lessee agrees to relieve and hereby relieves the Lessor from all
liability by reason of any injury or damage to any person or property in the
demised premises, whether belonging to the Lessee or any other person caused by
any fire, breakage, or leakage in any part or portion of the building of which
the demised premises is a part or from water, rain or snow that may leak into,
issue or flow from any part of the said premises, or of the building of which
the demised premises is a part, from the drains, pipes, or plumbing work of the
same or from any place or quarter, unless such breakage, leakage, injury or
damage be caused by or results from the negligence of Lessor or its servants or
agents.
(b) Lessee also agrees to relieve and hereby relieves Lessor from all
liability by reason of any damage or injury to any property or to Lessee or
Lessee's guests, servants or employees which may arise from or be due to the
use, misuse or abuse of all or any of the elevators, hatches, openings,
stairways, hallways of any kind whatsoever which may exist or hereafter be
erected or constructed on the said premises or the sidewalks surrounding the
building of which may arise from defective construction, failure of water
supply, light, power, electric wiring, plumbing or machinery, wind, lightning,
storm or any other case whatsoever on the said premises or the building of which
the demised premises is a part, unless such damage, injury, use, misuse or abuse
be caused by or result form the negligence of Lessor, its servants or agents.
12. Responsibility of Lessor
(a) Total Destruction of Premises
(a) In the event the demised premises are totally destroyed or so damaged
by fire or other casualty that, in the opinion of a licensed architect retained
by Xxxxxx, the same cannot be repaired and restored within ninety days from the
happening of such injury this lease shall absolutely cease and determine, and
the rent shall xxxxx for the balance of the term.
(b) Partial Destruction of Premises
(b) If the damage be only partial and such that the premises can be
restored, in the opinion of a licensed architect retained by Xxxxxx, to
approximately their former condition within ninety days from the date of the
casualty loss Lessor may, at Lessor's option, restore the same with reasonable
promptness, reserving the right to enter upon the demised premises for that
purpose. Lessor also reserves the right to enter upon the demised premises
whenever necessary to repair damage caused by fire or other casualty to the
building of which the demised premises is a part even though the effect of such
entry be to render the demised premises or a part thereof untenantable. In
either event the rent shall be apportioned and suspended during the time Lessor
is in possession, taking into account the proportion of the demised premises
rendered untenantable and the duration of Xxxxxx's possession. If a dispute
arises as to the amount of rent due under this clause, Xxxxxx agrees to pay the
full amount claimed by Xxxxxx, but Xxxxxx shall have the right to proceed by law
to recover the excess payment, if any.
(c) Repairs by Xxxxxx
(c) Lessor shall make such election to repair the premises or terminate
this lease by giving notice thereof to Lessee at the leased premises within
thirty days from the day Lessor received notice that the demised premises had
been destroyed or damaged by fire or other casualty.
(d) Damage for Interruption of Use
(d) Except to the extent hereinbefore provided, Lessor shall not be liable
for any damage, compensation, or claim by reason of the necessity of repairing
any portion of the building, the interruption in the use of the premises, any
inconvenience or annoyance arising as a result of such repairs or interruption,
or the termination of this lease by reason of damage to or destruction of the
premises.
(e) Representation of Condition of Premises
(e) Lessor has let the demised premises in their present "as is" condition
and without any representations, other than those specifically endorsed hereon
by Lessor, through its officers, employees, servants and/or agents. It is
understood and agreed that Lessor is under no duty to make repairs, alterations,
or decorations at the inception of this lease or at any time thereafter unless
such duty of Lessor shall be set forth in writing endorsed hereon.
(f) Zoning
(f) It is understood and agreed that the Lessor hereof does not warrant or
undertake that the Lessee shall be able to obtain a permit under any Zoning
Ordinance or Regulation for such use as Lessee intends to make of the said
premises, and nothing in this lease contained shall obligate the Lessor to
assist Xxxxxx in obtaining said permit; the Lessee further agrees that in the
event a permit cannot be obtained by Lessee under any Zoning Ordinance or
Regulation, this lease shall not terminate without Lessor's consent, and the
Lessee shall use the premises only in a manner permitted under such Zoning
Ordinance or Regulations.
13. Miscellaneous Agreements and Conditions
(a) Effect of Repairs on Rental
(a) No contract entered into or that may be subsequently entered into by
Lessor with Lessee, relative to any alterations, additions, improvements or
repairs, nor the failure of Lessor to make such alterations, additions,
improvements or repairs as required by any such contract, nor the making by
Lessor or his agents or contractors of such alternations, additions,
improvements or repairs shall in any way affect the payments of the rent or said
other charges a the times specified in this lease, except to the extent and in
the manner hereinbefore provided.
(b) Agency
(b) It is hereby expressly agreed and understood that the said Xxx
Xxxxxxxxxx, Realtor is acting as agent only and shall not in any event be held
liable to the owner or to Lessee for the fulfillment or non-fulfillment of any
of the terms or conditions of this lease, or for any action or proceedings that
may be taken by the owner against Xxxxxx, or by Lessee against the owner.
(c) Waiver of Custom
(c) It is hereby covenanted and agreed, any law, usage or custom to the
contrary notwithstanding, that Lessor shall have the right at all times to
enforce the covenants and provisions of this lease in strict accordance with the
terms hereof, notwithstanding any conduct or custom on the part of the Lessor in
refraining from so doing at any time or times; and, further, that the failure of
Lessor at any time or times to enforce his rights under said covenants and
provisions strictly in accordance with the same shall not be construed as having
created a custom in any way or manner contrary to the specific terms, provisions
and covenants of this lease or as having in any way or manner modified the same.
(d) Conduct of Lessee
(d) This lease is granted upon the express condition that Lessee and/or
the occupants of the premises herein leased shall not conduct themselves in a
manner which is improper or objectionable, and if at any time during the term of
this lease or any extension or continuation thereof Lessee or any occupier of
the said premises shall have conducted himself in a manner which is improper or
objectionable, Lessee shall be taken to have broken the covenants and conditions
of this lease, and Lessor will be entitled to all of the rights and remedies
granted and reserved herein for the Lessee's failure to observe all of the
covenants and conditions of this lease.
(e) Failure of Lessee to Repair
(e) In the event of the failure of Lessee promptly to perform the
covenants of Section 8(b) hereof, Lessor may go upon the demised premises and
perform such covenants, the cost thereof, at the sole option of Lessor, to be
charged to Lessee as additional and delinquent rent.
(f) Waiver of Subrogation
(f) Lessor and Xxxxxx hereby agree that all insurance policies which each
of them shall carry to insure the demised premises and the contents therein
against casualty loss, and all liability policies which they shall carry
pertaining to the use and occupancy of the demised premises shall contain
waivers of the right of subrogation against Xxxxxx and Xxxxxx herein, their
heirs, administrators, successors, and assigns.
(g) Security Interest
(g) Lessee hereby grants to Lessor a security interest under the Uniform
Commercial Code in all of Lessee's goods and property in, on, or about the
demised premises. Said security interest shall secure unto Lessor the payment of
all rent (and charges collectible or reserved as rent) hereunder which shall
become due under the provisions of this lease. Xxxxxx hereby agrees to execute,
upon request of Xxxxxx, such financing statements as may be required under the
provisions of the said Uniform Commercial Code to perfect a security interest in
Xxxxxx's said goods and property.
14. Remedies of Lessor
If the Lessee
(a) Does not pay in full when due any and all installments of rent and/or
any other charge or payment herein reserved, included, or agreed to be treated
or collected as rent and/or any other charge, expense, or cost herein agreed to
be paid by the Lessee, or
(b) Violates or fails to perform or otherwise breaks any covenant or
agreement herein contained; or
(c) Vacates the demised premises or removes or attempts to remove or
manifests an intention to remove any goods or property therefrom otherwise than
in the ordinary and usual course of business without having first paid and
satisfied the Lessor in full for all rent and other charges then due or that may
thereafter become due until the expiration of the then current term, above
mentioned; or
(d) Becomes embarrassed or insolvent, or makes an assignment for the
benefit of creditors, or if a petition in bankruptcy is filed by or against
Lessee or a complaint in equity or other proceedings for the appointment of a
receiver for Xxxxxx is filed, or if proceedings for reorganization or for
composition with creditors under any State or Federal law be instituted by or
against Lessee, or if the real or personal property of Lessee shall be levied
upon or be sold, of if for any other reason Lessor shall, in good faith, believe
that Xxxxxx's ability to comply with the covenants of this lease, including the
prompt payment of rent hereunder, is or may become impaired,
thereupon:
(1) The whole balance of rents and other charges, payments, costs, and
expenses herein agreed to be paid by Xxxxxx, or any part thereof, and also all
costs and officers' commissions including watchmen's wages shall be taken to be
due and payable and in arrears as if by the terms and provisions of this lease
said balance of rent and other charges, payment, taxes, costs and expenses were
on that date, payable in advance. Further, if this lease or any part thereof is
assigned, or if the premises or any part thereof is sublet, Lessee hereby
irrevocably constitutes and [illegible]
[illegible].
(2) At the option of Lessor, this lease and the terms hereby created shall
determine and become absolutely void without any right on the part of Lessee to
reinstate this lease by payment of any sum due or by other performance of any
condition, term, or covenant broken; whereupon, Lessor shall be entitled to
recover damages for such breach in an amount equal to the amount of rent
reserved for the balance of the term of this lease, less the fair rental value
of the said demised premises for the remainder of the lease term.
15. Further Remedies of Lessor
In the event of any default as above set forth in Section 14, Lessor, or
anyone acting on Xxxxxx's behalf, at Xxxxxx's option:
(a) May let said premises or any part or parts thereof to such person or
persons as may, in Lessor's discretion, be best; and Lessee shall be liable for
any loss of rent for the balance of the then current term. Any such re-entry or
re-letting by Lessor under the terms hereof shall be without prejudice to
Xxxxxx's claim for actual damages, and shall under no circumstances, release
Lessee from liability for such damages arising out of the breach of any of the
covenants, terms, and conditions of this lease.
(b) May proceed as a secured party under the provisions of the Uniform
Commercial Code against the goods in which Lessor has been granted a security
interest pursuant to Section 13(g) hereof; and
(c) May have and exercise any and all other rights and/or remedies,
granted or allowed landlords by any existing or future Statute, Act of Assembly,
or other law of this state in cases where a landlord seeks to enforce rights
arising under a lease agreement against a tenant who has defaulted or otherwise
breached the terms of such lease agreement; subject, however, to all of the
rights granted or created by any such Statute, Act of Assembly, or other law of
this state existing for the protection and benefit of tenants; and
(d) May have and exercise any and all other rights and remedies contained
in this lease agreement, including the rights and remedies provided by Sections
16 and 17 hereof.
16. Confession of Judgment for Money
Lessee covenants and agrees that if the rent and/or any charges reserved
in this lease as rent (including all accelerations of rent permissible under the
provisions of this lease) shall remain unpaid five (5) days after the same is
required to be paid, then and in that event, Lessor may cause Judgment to be
entered against Lessee, and for that purpose Lessee hereby authorizes and
empowers Lessor or any Prothonotary, Clerk of Court or Attorney of any Court of
Record to appear for and confess judgment against Xxxxxx and agrees that Xxxxxx
may commence an action pursuant to Pennsylvania Rules of Civil Procedure No.
2950 et seq. for the recovery from Lessee of all rent hereunder (including all
accelerations of rent permissible under the provisions of this lease) and/or for
all charges reserved hereunder as rent, as well as for interest and costs and
Attorney's commission, for which authorization to confess judgment, this lease,
or a true and correct copy thereof, shall be sufficient warrant. Such Judgment
may be confessed against Lessee for the amount of rent in arrears (including
all accelerations of rent permissible under the provisions of this lease) and/or
for all charges reserved hereunder as rent, as well as for interest and costs;
together with an attorney's commission of five percent (5%) of the full amount
of Lessor's claim against Xxxxxx. Neither the right to institute an action
pursuant to Pennsylvania Rules of Civil Procedure No. 2950 et seq. nor the
authority to confess judgment granted herein shall be exhausted by one or more
exercises thereof, but successive complaints may be filed and successive
judgments may be entered for the aforedescribed sums five days or more after
they become due as well as after the expiration of the original term and/or
during or after expiration of any extension or renewal of this lease.
17. Confession of Judgment for Possession of Real Property
Lessee covenants and agrees that if this lease shall be terminated (either
because of condition broken during the term of this lease or any renewal or
extension thereof and/or when the term hereby created or any extension thereof
shall have expired) then, and in that event, Lessor may cause a judgment in
ejectment to be entered against Lessee for possession of the demised premises,
and for that purpose Lessee hereby authorizes and empowers any Prothonotary,
Clerk of Court or Attorney of any Court of Record to appear for Xxxxxx and to
confess judgment against Xxxxxx in Ejectment for possession of the herein
demised premises, and agrees that Xxxxxx may commence an action pursuant to
Pennsylvania Rules of Procedure No. 2970 et seq. for the entry of an order in
Ejectment for the possession of real property, and Xxxxxx further agrees that a
Writ of Possession pursuant thereto may issue forthwith, for which authorization
to confess judgment and for the issuance of a writ or writs of possession
pursuant thereto, this lease, or a true and correct copy thereof, shall be
sufficient warrant. Lessee further covenants and agrees, that if for any reason
whatsoever, after said action shall have commenced the action shall be
terminated and the possession of the premises demised hereunder shall remain in
or be restored to Lessee, Lessor shall have the right upon any subsequent
default or defaults, or upon the termination of this lease as above set forth to
commence successive actions for possession of real property and to cause the
entry of successive judgments by confession in Ejectment for possession of the
premises demised hereunder.
18. Affidavit of Default
In any procedure or action to enter Judgment by Confession for Money
pursuant to Section 16 hereof, or to enter Judgment by Confession in Ejectment
for possession of real property pursuant to Section 17 hereof, if Lessor shall
first cause to be filed in such action an affidavit or averment of the facts
constituting the default or occurrence of the condition precedent, or event, the
happening of which default, occurrence, or event authorizes and empowers Lessor
to cause the entry of judgment by confession, such affidavit or averment shall
be conclusive evidence of such facts, defaults, occurrences, conditions
precedent, or events; and if a true copy of this lease (and of the truth of
which such affidavit or averment shall be sufficient evidence) be filed in such
procedure or action, it shall not be necessary to file the original as a Warrant
of Attorney, any rule of court, custom, or practice to the contrary
notwithstanding.
19. Waivers by Xxxxxx of Errors, Right of Appeal, Stay, Exemption, Inquisition
Lessee hereby releases to Lessor and to any and all attorneys who may
appear for Lessee all errors in any procedure or action to enter Judgment by
Confession by virtue of the warrants of attorney contained in this lease, and
all liability therefor. Xxxxxx further authorizes the Prothonotary or any Clerk
of any Court of Record to issue a Write of Execution or other process, and
further agrees that real estate may be sold on a Writ of Execution or other
process. If proceedings shall be commenced to recover possession of the demised
premises either at the end of the term or sooner termination of this lease, or
for non-payment of rent or for any other reason, Xxxxxx specifically waives the
right to the three (3) months' notice to quit and/or the fifteen (15) or thirty
(30) days' notice to quit required by the Act of April 6, 1951, P.I. 69, as
amended, and agrees that five (5) days' notice shall be sufficient in either or
any such case.
20. Right of Assignee of Lessor
The right to enter judgment against Lessee by confession and to enforce
all of the other provisions of this lease herein provided for may at the option
of any assignee of this lease, be exercised by any assignee of the Lessor's
right, title and interest in this lease in his, her, or their own name, any
statute, rule of court, custom, or practice to the contrary notwithstanding.
21. Remedies Cumulative
All of the remedies hereinbefore given to Lessor and all rights and
remedies given to it by law and equity shall be cumulative and concurrent. No
determination of this lease or the taking or recovering possession of the
premises shall deprive Lessor of any of its remedies or actions against the
Lessee for rent due at the time or which, under the terms hereof, would in the
future become due as if there had been no determination, nor shall the bringing
of any action for rent or breach of covenant, or the resort to any other remedy
herein provided for the recovery of rent be construed as a waiver of the right
to obtain possession of the premises.
22. Condemnation
In the event that the premises demised herein, or any part thereof, is
taken or condemned for a public or quasi-public use, this lease shall, as to the
part so taken, terminate as of the date title shall vest in the condemnor, and
rent shall xxxxx in proportion to the square feet of leased space taken or
condemned or shall cease if the entire premises be so taken. In either event the
Lessee waives all claims against the Lessor by reason of the complete or partial
taking of the demised property.
23. Subordination
This Agreement of Lease and all its terms, covenants and provisions are
and each of them is subject and subordinate to any lease or other arrangement or
right to possession, under which the Lessor is in Control of the demised
premises, to the rights of the owner or owners of the demised premises and of
the land or buildings of which the demised premises are a part, to all rights of
the Lessor's landlord and to any and all mortgages and other encumbrances now or
hereafter placed upon the demised premises or upon the land and/or the buildings
containing the same; and Xxxxxx expressly agrees that if Xxxxxx's tenancy,
control, or right to possession shall terminate either by expiration, forfeiture
or otherwise, then this lease shall thereupon immediately terminate and the
Lessee shall, thereupon, give immediate possession; and Lessee hereby waives any
and all claims for damages or otherwise by reason of such termination as
aforesaid.
24. Termination of Lease
It is hereby mutually agreed that either party hereto may determine this
lease at the end of said term by giving to the other party written notice
thereof at least 120 days prior thereto, but in default of such notice, this
lease shall continue upon the same terms and conditions in force immediately
prior to the expiration of the term hereof as are herein contained for a further
period of one month and so on from month to month unless or until terminated by
either party hereto, giving the other 120 days written notice for removal
previous to expiration of the then current term; PROVIDED, however, that should
this lease be continued for a further period under the terms hereinabove
mentioned, any allowances given Lessee on the rent during the original term
shall not extend beyond such original term, and further provided, however, that
if Lessor shall have given such written notice prior to the expiration of any
term hereby created, of his intention to change the terms and conditions of this
lease, and Lessee shall not within ten days from such notice notify Lessor of
Xxxxxx's intention to vacate the demised premises at the end of the then current
term, Lessee shall be considered as Lessee under the terms and conditions
mentioned in such notice for a further term as above provided, or for such
further term as may be stated in such notice. In the event that Lessee shall
give notice, as stipulated in this lease, of intention to vacate the demised
premises at the end of the present term, or any renewal or extension thereof,
and shall fail or refuse to vacate the same on the date designated by such
notice, then it is expressly agreed that Lessor shall have the option either (a)
to disregard the notice so given as having no effect, in which case all the
terms and conditions of this lease shall continue thereafter with full force
precisely as if such notice had not been given, or (b) Lessor may, at any time
within thirty days after the present term or any renewal or extension thereof,
as aforesaid, give the said Lessee ten days' written notice of his intention to
terminate the said lease; whereupon the Lessee expressly agrees to vacate said
premises at the expiration of the said period of ten days specified in said
notice. All powers granted to Lessor by this lease may be exercised and all
obligations imposed upon Lesser by this lease shall be performed by Xxxxxx as
well during any extension of the original term of this lease as during the
original term itself.
25. Notices
All notices must be given by certified mail, return receipt requested.
26. Lease Contains all Agreements
It is expressly understood and agreed by and between the parties hereto
that this lease and the riders attached hereto and forming a part hereof set
forth all the promises, agreements, conditions and understandings between Lessor
or his Agent and Lessee relative to the demised premises, and that there are no
promises, agreements, conditions or understandings, either oral or written,
between them other than herein set forth. It is further understood and agreed
that, except as herein otherwise provided, no subsequent alteration, amendment,
change or addition to this lease shall be binding upon Lessor or Lessee unless
reduced to writing and signed by them.
27. Heirs and Assignees
All rights and liabilities herein given to, or imposed upon, the
respective parties hereto shall extend to and bind the several and respective
heirs, executors, administrators, successors and assigns of said parties; and if
there shall be more than one Lessee, they shall all be bound jointly and
severally by the terms, covenants and agreements herein, and the word "Lessee"
shall be deemed and taken to mean each and every person or party mentioned as a
Lessee herein, be the same one or more; and if there shall be more than one
Lessee, any notice required or permitted by the terms of this lease may be given
by or to any one thereof, and shall have the same force and effect as if given
by or to all thereof. The words "his" and "him" wherever stated herein, shall be
deemed to refer to the "Lessor" or "Lessee" whether such Lessor or Lessee be
singular of plural and irrespective of gender. No rights, however, shall inure
to the benefit of any assignee of Lessee unless the assignment to such assignee
has been approved by Xxxxxx in writing as aforesaid.
28. Security Deposit
Lessee does herewith deposit with Lessor the sum of fifteen thousand
Dollars, to be held as security for the full and faithful performance by Xxxxxx
of Lessee's obligations under this Lease and for the payment of damages to the
demised premises. Said security deposit is to be held by Lessor as an Escrow
Fund pursuant to the terms and provisions of the Penna Act of Assembly approved
December 29, 1972, Act. No. 363. Except for such sum as shall be lawfully
applied by Lessor to satisfy valid claims against Lessee arising from defaults
under this lease or by reason of damages to the demised premises, the Escrow
Fund shall be returned to Lessee at the expiration of the terms of this lease or
any renewals or extensions thereof but as provided for in the said Act of
Assembly. It is understood that no part of any security deposit or Escrow Fund
is to be considered as the last rental due under the terms of the lease.
29. Headings no part of Lease
Any headings preceding the test of the several paragraphs and
sub-paragraphs hereof are inserted solely for convenience of reference and shall
not constitute a part of this lease nor shall they affect its meaning,
construction or effect.
30. SPECIAL Xxxxxx agrees to pay Xxxxxx's pro rata charges for snow
CLAUSES removal, trash removal, and all utility charges (electric and
fuel.) Lessee office space of approximately 5,400 square feet
is approximately 68% (sixty-eight percent) of entire office
site of approximately 8,000 square feet, (stone barn, plus
stone farmhouse, plus storage shed.) Payments by Lessee to
Lessor will be on demand.
In Witness Whereof, the parties hereto have executed these presents the
day and year first above written, and intend to be legally bound thereby.
SEALED AND DELIVERED IN THE
PRESENCE OF:
/s/ [ILLEGIBLE]
-------------------------------- --------------------------- Agent
X /s/ Xxxxx XxxXxxxxx /s/ Xxxxxx X. Xxxxxxxx
------------------------------- -------------------------- [SEAL]
X /s/ Xxxxxxx XxxXxxxxx
------------------------------- -------------------------- [SEAL]
------------------------------- -------------------------- [SEAL]
------------------------------- -------------------------- [SEAL]
=====
LEASE
=====
Xxxxx XxxXxxxxx and
Xxxxxxx XxxXxxxxx
TO
Acute Therapeutics, Inc.
Premises Converted Stone Barn
0000 Xxxxxx Xx.
Buckingham, TWP., PA
Rent $5,300/mo. (BASE YEARS)
Dated Nov. 8, 1996
Term Nov. 11, 1996 thru
Nov. 10, 2001
=================================================
FOR VALUE RECEIVED _________ hereby assign, transfer and set over unto
____________________________________________________________________ Executors,
Administrators and assigns all _____________ right, title and interest in the
within ________________ and all benefit and advantages to be derived therefrom.
WITNESS _________ hand and seal this _________ day of _____________ A.D.
19__.
SEALED IN THE PRESENCE OF )
) -----------------------------
)
