Exhibit 10.8
LEASE AGREEMENT
Lease, dated June 1, 1996 between UM HOLDINGS Ltd., a New Jersey corporation,
having its offices at 00 Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000 (the
"Landlord") and PREMIER RESEARCH WORLDWIDE, Ltd. a Delaware corporation, having
its offices at 000-00 Xxxxx 00xx Xxxxxx, Xxxxxxxxxxxx, XX 00000 (the "Tenant"),
WITNESSETH:
ARTICLE ONE
(1.) Demise of Premises, Term and Rent
1.1. The Landlord does hereby lease and demise to the Tenant, and the
Tenant does hereby hire and take from the Landlord for the term hereinafter
stated, the property known as 000-00 Xxxxx 00xx Xxxxxx, Xxxxxxxxxxxx, XX 00000
(the "Building"), containing approximately 34,920 square feet (rentable in
accordance with BOMA), of which tenant leases the entire building ("Space")
together with all fixtures, equipment, improvements, installations and
appurtenances which at the commencement of or during the term of this Lease are
thereto attached.
1.2. The term of this Lease shall commence on June 1, 1996 and shall
end on May 31, 2003 or on such earlier date upon which the term may expire or be
terminated pursuant to any of the conditions of limitation or other provisions
of this Lease or pursuant to law.
1.3. The Space shall be used for the following, but no other, purpose,
namely: executive, general and administrative and clerical offices, all of which
shall not be prejudicial to the reputation of, nor reflect unfavorably upon, the
Landlord as to detract from it as a location for an outstanding type of business
occupancy.
1.4. The rent reserved under this Lease for the term of this Lease
shall consist of an annual fixed rent of $349,200, payable in equal monthly
installments in advance on the first day of each and every calendar month of the
term of this Lease for which fixed rent is reserved as aforesaid to be paid to
the Landlord, at its office as set forth above, or at such other place or places
as the Landlord shall designate to the Tenant, in lawful money of the United
States of America.
1.5 The tenant is obligated to pay all operating expenses of the
building directly, including, but not limited to, real estate taxes, utilities,
repairs, insurance, maintenance, janitorial and security. The landlord is
responsible for ensuring the structural integrity of the building.
1.6. The Tenant shall pay the fixed rent as and when the same shall
become due and payable as provided in this Lease, without demand therefor, and
without any setoff or deduction whatsoever, and keep, observe and perform, and
permit no violation of, each and every provision contained in this Lease on the
part of the Tenant to be kept, observed and performed.
ARTICLE TWO
(2.) Occupancy
2.1. The Tenant has examined and shall accept the premises in their
existing condition and state of repair and understands that no work is to be
performed by the Landlord in connection therewith except the work the Landlord
is required to do by the terms of this Lease.
ARTICLE THREE
(3.) Use of Premises
3.1. The Tenant shall not, except with the prior consent of the
Landlord, use, or suffer or permit the use of, the Space or any part thereof for
any purpose other than the uses permitted in Article One.
3.2. The Tenant shall not use, or suffer or permit the use of, the
Space or any part thereof in any manner or for any purpose or do, bring or keep
anything, or suffer or permit anything to be done, brought or kept, therein
which (i) would violate any provisions of this Lease or is unlawful or in
contravention of the Certificate of Occupancy for the Space, or (ii) in the
reasonable judgment of the Landlord may in any way impair or interfere with any
of the Space services or the proper and economic heating, air-conditioning or
other servicing of the Space, or impair the appearance of the Space; nor shall
the Tenant use, or suffer or permit the use of, the Space or any part thereof in
any manner, or do, or suffer or permit the doing of, anything therein or in
connection with the Tenant's business or advertising which, in the reasonable
judgment of the Landlord, may be prejudicial to the business of the Landlord or
the reputation of the Landlord, the Space or reflect unfavorably on the
Landlord, the Space or confuse or mislead the public as to any connection or
relationship between the Landlord and the Tenant. The Tenant shall not place nor
allow to be placed any signs of any kind whatsoever upon, in or about the Space,
except of a design and structure and in or at such places as may be consented to
by the Landlord in writing. Any signs permitted by the Landlord shall at all
times conform with all municipal ordinances or other laws and regulations
applicable thereto.
3.3. If any governmental license or permit shall be required for the
proper and lawful conduct of any business or other activity carried on in the
Space, and, if the failure to secure such license or permit would, in any way,
affect the Landlord, the Tenant shall promptly procure and thereafter maintain
such license or permit, submit the same for inspection by the Landlord, and
comply with the terms and conditions thereof.
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ARTICLE FOUR
(4.) Fixtures
4.1. All fixtures, equipment, improvements and installations
("Fixtures") attached to, or built into, the Space at the commencement of or
during the term of this Lease, whether or not installed at the expense of the
Tenant or by the Tenant, shall be and remain part of the Space and be deemed the
property of the Landlord and shall not be removed by the Tenant except as
otherwise expressly provided in this Lease. All electric, plumbing, heating,
sprinkling, elevator, fixtures and outlets, venetian blinds, partitions,
railings, gates, doors, vaults, stairs, paneling (including display cases and
cupboards recessed in paneling), molding, shelving, radiator enclosures, floors,
and ventilating, silencing, air conditioning and cooling equipment shall be
deemed to be included in Fixtures, whether or not attached to or built into the
Space. Notwithstanding the foregoing, the Tenant upon the termination of the
Lease (i) shall close up any slab penetration in the Space, (ii) may, at the
Tenant's option, remove from the Space all Fixtures furnished and installed in
any part of the Space (whether or not attached thereto or built therein) at the
sole expense of the Tenant (with respect to which no credit or allowance shall
have been granted to the Tenant by the Landlord) provided that such removal is
accomplished without material damage to the building and (iii) shall at
Landlord's request remove from the Space any medical or other equipment
(including plumbing fixtures), not commonly found in executive, administrative
or clerical offices, sales, vault areas, lead-line rooms, conveyors, pneumatic
tubes, mechanical and electrical rooms and telephone switchrooms and the
equipment therein; provided that the Tenant shall not be required to remove
Fixtures furnished and installed in replacement of any item for which Tenant
neither paid nor received a credit or allowance. All such closing and removal
shall be performed not later than the expiration or termination of the Lease and
shall be performed subject to the provisions of this Lease, including without
limitation, Section 5.1 (e). The Tenant shall repair any damage to the Space
arising from such closing and removal described in the preceding sentence. The
cost of repairing any damage to the Space arising from such closing and removal
described in the preceding sentences shall be paid by the Tenant upon demand. If
any Fixture which as aforesaid may or is required to be removed by the Tenant is
not so removed within the time above specified therefor, then the Landlord may
at its election deem that the same has been abandoned by the Tenant to the
Landlord, but no such election shall relieve the Tenant of its obligation to pay
the cost and expense of removing the same or the cost of repairing damage
arising from such removal. Notwithstanding the foregoing, the Landlord may, by
notice to the Tenant, prohibit the closing of any slab penetration not
theretofore closed and the removal of any or all items the Tenant is required to
remove pursuant to this Section 4.1 but has not theretofore removed.
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ARTICLE FIVE
(5.) Various Covenants
5.1. The Tenant shall:
(a) take good care of the Space and keep it clean, and pay the
cost of making good any injury, damage or breakage done by the Tenant, other
than reasonable wear and tear, injury, damage or breakage which is covered by
insurance maintained by the Landlord;
(b) permit the Landlord and any party designated by the
Landlord, and their respective representatives, to enter the Space with
reasonable prior notice to the Tenant at such hours as shall not unreasonably
interfere with the Tenant's business for the purpose of inspection, and permit
them or any of their agents or contractors to enter at any time without notice
in case of emergency and otherwise at any time with reasonable notice for the
purpose of complying with any requirement or exercising any right reserved to
the Landlord under Article Seven or elsewhere by this Lease;
(c) make no alteration, change, addition, improvement, repair
or replacement (an "Alteration") in, to, or about, the Space, and do no work in
such connection, without in each case the prior consent of the Landlord, and
then only by workmen and contractors of the Landlord or by workmen and
contractors of the Tenant acceptable to the Landlord, and in a manner and upon
terms and conditions and at times, approved by the Landlord, and make no
contract for nor employ any labor in connection with the maintenance, or other
servicing of the Space without like consent, which consents and approvals, to
the extent granting same shall not impose any additional burden on Landlord,
shall not be unreasonably withheld, notwithstanding anything in this Lease to
the contrary;
(d) not violate, or permit the violation of, any condition
imposed by the standard fire insurance policy issued for office buildings in the
City of Philadelphia, Pennsylvania, and not suffer or permit anything to be
done, or keep, suffer or permit anything to be kept, in the Space, which would
increase the fire or other casualty insurance rate on the Space, or which would
result in insurance companies of good standing refusing to insure the Space in
amounts and against risks as reasonably determined by the Landlord, the Landlord
hereby acknowledging that the use permitted by Section 1.3 of this Lease does
not violate the Landlord's fire insurance policy currently in effect for the
Space;
(e) at the expiration or any earlier termination of this
Lease, terminate its occupancy of, and quit and surrender to the Landlord, the
Space broom-clean and in as good condition as it was at the commencement of such
term, except for (1) ordinary wear and tear, and (2) loss or damage by fire or
other casualty which shall not have been occasioned by the fault of the Tenant
or Tenant's invitees;
(f) indemnify, and save harmless, the Landlord, and its agents
and partners and its and their respective contractors, licensees, invitees,
servants, officers, directors, agents and employees, any mortgagee under any
underlying mortgage from and against all liability (statutory or otherwise),
claims, suits, demands, damages, judgments, costs, interest and expenses
(including reasonable counsel fees and disbursements incurred in the defense
thereof) to which any Indemnitee may be subject or suffer, whether by reason of,
or by reason of any claim for, any injury to, or death of, any person or persons
or damage to property (including any loss of use thereof) or otherwise,
occasioned wholly or in part by or resulting from any acts or omissions by the
Tenant or the Tenant's agents, employees, guests, licensees, invitees,
subtenants, assignees or successors, or for any cause or reason whatsoever
arising out of or by reason of the occupancy of the Tenant or the conduct of the
Tenant's business;
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(g) maintain, at all times during the term of this Lease and
during any other times the Tenant is granted access to the Space, a policy or
policies of commercial general liability insurance (including, without
limitation, insurance of the Tenant's contractual liability under this Lease)
with the premiums fully paid on or before the due date, issued by a reputable
insurance company licensed to do business in the Commonwealth of Pennsylvania,
having a minimum rating A- by A.M. Best & Company or such other financial rating
as the Landlord may at any time consider appropriate, and reasonably acceptable
to the Landlord. Such insurance shall afford minimum limits as the Landlord may
reasonably designate from time to time, but in no event less than $1,000,000 per
occurrence with a $5,000,000 aggregate in respect of injury or death to any
number of persons and not less than $1,000,000 for damage to or loss of use of
property in any one occurrence. Each policy shall provide that it cannot be
canceled except upon 60 days' prior written notice to the Landlord and shall
name the Indemnitees and such other designees as the Landlord may from time to
time designate as additional insureds thereunder. The Tenant shall furnish
original certificates of such insurance to the Landlord prior to the term
commencement date and thereafter not less than 3 days prior to the expiration of
each such policy and any renewals or replacements thereof.
ARTICLE SIX
(6.) Assignment, Mortgaging, Subletting, Subordination, etc.
6.1. Except as may be otherwise permitted in this Article, the Tenant
covenants, for the Tenant and its successors, assigns and legal representatives,
that neither this Lease nor the term and estate hereby granted, nor any part
hereof or thereof, will be assigned, mortgaged, pledged, encumbered or otherwise
transferred, and that neither the Space, nor any part thereof, will be
encumbered in any manner by reason of any act or omission on the part of the
Tenant, or will be used or occupied, or permitted to be used or occupied, or
utilized for desk space, for mailing privileges or as a concession, by anyone
other than the Tenant, or will be sublet, or offered or advertised for
subletting, without the Landlord's expressed written consent, which consent can
be withheld or delayed by Landlord for any reason or for no reason at all.
6.2. If the Tenant desires the Landlord's consent to the subletting of
all or a portion of the Space for any part of the term of this Lease with
respect thereto, the Tenant shall notify the Landlord of the name of the
proposed sublessee, such information as to the proposed sublessee's business,
financial responsibility and standing as the Landlord may require, and of the
terms and conditions of the proposed subletting.
6.3 Landlord shall be entitled to fifty (50) percent of the Net
Proceeds of rent monies paid to Tenant by approved sublessee. For the purpose of
this Section 6.3 Net Proceeds is defined as Gross rental per square foot less
any brokers' commission, less the base rent paid to Landlord pursuant to Section
1.4 above. Such proceeds will be paid quarterly to Landlord and are subject to
an audit by Landlord's then present accounting firm.
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6.4 This Lease and Tenant's interest herein is subject and subordinate
to all mortgages and underlying ground leases which may now or hereafter affect
the Space and to all renewals, modifications, amendments, consolidations,
replacements and extensions of any of the foregoing, provided Landlord secures
from the holder thereof an agreement, in form reasonably satisfactory to such
holder, providing that (i) so long as Tenant is not in default hereunder and
continues to observe all of the terms, covenants and conditions applicable to
Tenant, and (ii) provided Tenant shall attorn to such holder, it shall not
disturb the continued occupancy of Tenant under the terms hereof. Tenant, upon
the request of the holder of any such mortgage, shall execute and deliver to the
party requesting it an instrument in writing to the foregoing effect under which
Tenant agrees to attorn to such holder or to a purchaser of the mortgaged
premises in foreclosure. This clause shall be self-operative and no further
instrument of subordination shall be required. However, in confirmation of such
subordination, Tenant shall execute promptly any certificate consistent with the
foregoing terms that Landlord may reasonably request. The holder of any such
mortgage, now or hereafter having priority over this Lease, may subordinate same
to this Lease by notice to Tenant and without Tenant's consent and upon such
subordination, such holder shall have the same rights with respect to this Lease
as though this Lease had been executed and delivered prior to execution and
delivery of the mortgage and had been assigned by Landlord to such holder.
ARTICLE SEVEN
(7.) Changes or alterations by Landlord
7.1. The Landlord reserves the right to make such changes, alterations,
additions, improvements, repairs or replacements in or to the Space and the
fixtures and equipment thereof, as well as in or to the street entrances, halls,
passages, elevators, and stairways and other parts of the Space, and to erect,
maintain and use pipes, ducts and conduits in and throughout the Space, as it
may reasonably deem necessary or desirable; provided, that the exercise of such
rights shall not result in an unreasonable obstruction of the means of access to
the Space or unreasonable interference with the use of the Space. Nothing in
this Section or in Article Five shall be deemed to relieve the Tenant of any
duty, obligation or liability to make any repair, replacement or improvement or
comply with any Requirement.
ARTICLE EIGHT
(8.) Damage by Fire, etc.
8.1. In case of fire or other casualty, the Tenant shall give immediate
notice to the Landlord. If the premises shall be partially damaged by fire, the
elements or other casualty, the Landlord shall repair the same as speedily as
practicable, but the Tenant's obligation to pay the rent hereunder shall not
cease. If, in the opinion of the Landlord, the premises be so extensively and
substantially damaged as to render them untenantable, then the rent shall cease
until such time as the premises shall be made tenantable by the Landlord.
However, if in the opinion of the Landlord, the premises be totally destroyed or
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so extensively and substantially damaged as to require practically a rebuilding
thereof, then the rent shall be paid up to the time of such destruction and then
and from thenceforth this lease shall come to an end. In no event, however,
shall the provisions of this clause become effective or be applicable, if the
fire or other casualty and damage shall be the result of the carelessness,
negligence or improper conduct of the Tenant or the Tenant's agents, employees,
guests, licensees, invitees, subtenants, assignees or successors. In such case,
the Tenant's liability for the payment of the rent and the performance of all
the covenants, conditions and terms hereof on the Tenant's part to be performed
shall continue and the Tenant shall be liable to the Landlord for the damage and
loss suffered by the Landlord. If the Tenant shall have been insured against any
of the risks herein covered, then the proceeds of such insurance shall be paid
over to the Landlord to the extent of the Landlord's costs and expenses to make
the repairs hereunder, and such insurance carriers shall have no recourse
against the Landlord for reimbursement.
8.2 If the land and premises leased herein, or of which the leased
premises are a part, or any portion thereof, shall be taken under eminent domain
or condemnation proceedings, or if suit or other action shall be instituted for
the taking or condemnation thereof, or if in lieu of any formal condemnation
proceedings, the Landlord shall grant an option to purchase and/or shall sell
and convey the said premises or any portion thereof, to the governmental or
other public authority, agency, body or public utility, seeking to take said
land and premises or any portion thereof, then this lease, at the option of the
Landlord, shall terminate, and the term hereof shall end as of such date as the
Landlord shall fix by notice in writing; and the Tenant shall have no claim or
right to claim or be entitled to any portion of any amount for such option, sale
or conveyance in lieu of formal condemnation proceedings; and all rights of the
Tenant to damages, if any, are hereby assigned to the Landlord. The Tenant
agrees to execute and deliver any instruments, at the expense of the Landlord,
as may be deemed necessary or required to expedite any condemnation proceedings
or to effectuate a proper transfer of title to such governmental or other public
authority, agency, body or public utility seeking to take or acquire the said
lands and premises or any portion thereof. The Tenant covenants and agrees to
vacate the said premises, remove all the Tenant's personal property therefrom
and deliver up peaceable possession thereof to the Landlord or to such other
party designated by the Landlord in the aforementioned notice. Failure by the
Tenant to comply with any provisions in this clause shall subject the Tenant to
such costs, expenses, damages and losses as the Landlord may incur by reason of
the Tenant's breach hereof.
ARTICLE NINE
(9.) Subsidiaries
9.1. Any subsidiaries of Tenant now existing or created in the future
will be party to this agreement as co-tenants. At the Landlord's request, the
Tenant will cause such subsidiaries to execute documentation provided by
Landlord to evidence this co-tenancy.
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ARTICLE TEN
(10.) Notices
10.1. Any notice, consent, approval, request, communication, xxxx,
demand or statement (collectively, "Notices") under this Lease by either party
to the other party shall be in writing and shall be deemed to have been duly
given when delivered personally or by overnight mail service to such other party
and a receipt has been obtained or on the third day after being mailed in a
postpaid envelope (registered or certified, return receipt requested) addressed
to such other party, which address for the Landlord shall be as above set forth
and for the Tenant shall be the Space, or if the address of such other party for
notices shall have been duly changed as hereinafter provided, if so mailed to
such other party at such changed address. Either party may at any time change
the address for Notices by a Notice stating the change and setting forth the
changed address. If the term "Tenant" as used in this Lease refers to more than
one person, any notice to any one of such persons shall be deemed to have been
duly given to the Tenant.
ARTICLE ELEVEN
(11.) Conditions of Limitation
11.1. This Lease and the term and estate hereby granted are subject
to the limitation that:
(a) if the Tenant shall default in the payment of any Rent and
any such default shall continue for five (5) days after notice;
(b) if the Tenant shall default in observing any provision of
Article Three and such default shall continue and shall not be remedied by the
Tenant within three (3) days after notice;
(c) if the Tenant shall default in observing any provision of
this Lease (other than a default of the character referred to in subsection (a)
or (b) of this Section), and if such default shall continue and shall not be
remedied by the Tenant within thirty (30) days after notice or, if such default
cannot for causes beyond the Tenant's control, with due diligence be cured
within said period of thirty (30) days, if the Tenant (i) shall not, promptly
upon the giving of such notice, give the Landlord notice of the Tenant's
intention to duly institute all steps necessary to remedy such default, (ii)
shall not duly institute and thereafter diligently prosecute to completion all
steps necessary to remedy the same, or (iii) shall not remedy the same within a
reasonable time after the date of the giving of said notice by the Landlord,
which period shall in no event exceed ninety (90) days;
(d) if any event shall occur or any contingency shall arise
whereby this Lease or the estate hereby granted or the unexpired balance of the
full term of this Lease would, by operation of law or otherwise, devolve upon or
pass to any person, firm or corporation other than the Tenant (except as
permitted under Article Six);
(e) when and to the extent permitted by law, if a petition in
bankruptcy shall be filed by or against the Tenant, or if the Tenant shall make
a general assignment for the benefit of its creditors, or the Tenant shall
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receive the benefit of any insolvency or reorganization act, or if a receiver or
trustee is appointed for any portion of the Tenant's property and such
appointment is not vacated within sixty (60) days, or if an execution or
attachment shall be issued under which the Space shall be taken or occupied by
anyone other than the Tenant; then in any of said cases the Landlord may give to
the Tenant a notice of intention to end the term of this Lease, and, if such
notice is given, this Lease and the term and estate hereby granted (whether or
not the term shall theretofore have commenced) shall terminate upon the
expiration of three (3) days from the date of the notice is deemed given with
the same effect as if the last of said three (3) days were the date originally
specified as the expiration of the full term of this Lease, but the Tenant shall
remain liable for damages as provided in this Lease or pursuant to law. If this
Lease shall have been assigned, the term "Tenant", as used in subsections (a) to
(e), inclusive, of this Section 11.1 shall be deemed to include the assignee and
the assignor or either of them under any such assignment unless the Landlord
shall, in connection with such assignment, release the assignor from any further
liability under this Lease, in which event the term "Tenant", as used in said
subsections, shall not include the assignor so released.
ARTICLE TWELVE
(12.) Re-entry by Landlord
12.1. If this Lease shall terminate under Article Eleven, or if the
Tenant shall default in the payment of any Rent on any date upon which the same
becomes due, and if such default shall continue for five (5) days after the
Landlord shall have given to the Tenant a notice specifying such default, the
Landlord or the Landlord's agents and servants may immediately or at any time
thereafter re-enter the Space, either by summary disposes proceedings or by any
suitable action or proceeding at law or by force (if permitted by law) or
otherwise, without being liable to indictment, prosecution or damages therefor,
and may repossess the same, and may remove any persons therefrom, to the end
that the Landlord may have, hold and enjoy Building again as and of its first
estate and interest therein. The words "re-enter", "re-entry", and "re-entering"
as used in this Lease are not restricted to their technical legal meanings.
12.2. If this Lease shall terminate under the provisions of Article
Eleven or if the Landlord undertakes any summary dispossess or other proceeding
or action or other measure for the enforcement of its right of re-entry (any
such termination of this Lease or undertaking by the Landlord being a "Default
Termination"), the Tenant shall thereupon pay to the Landlord the Rent up to the
time of such Default Termination, and shall likewise pay to the Landlord all
such damages which, by reason of such Default Termination, shall be payable by
the Tenant as provided in this Lease or pursuant to law. Also in the event of a
Default Termination the Landlord shall be entitled to retain all moneys, if any,
paid by the Tenant to the Landlord whether as advance rent or security for rent,
but such moneys shall be credited by the Landlord against any Rent due from the
Tenant at the time of such Default Termination or, at the Landlord's option,
against any damages payable by the Tenant as provided in this Lease or pursuant
to law.
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12.3. In the event of a breach or threatened breach on the part of the
Tenant of any of its obligations under this Lease, the Landlord shall also have
the right of injunction. The specified remedies to which the Landlord may resort
under this Lease are cumulative and are not intended to be exclusive of any
other remedies or means of redress to which the Landlord may lawfully be
entitled at any time, and the Landlord may invoke any remedy allowed by law or
in equity as if specific remedies were not provided for in this Lease.
ARTICLE THIRTEEN
(13.) Damages
13.1 If there is a Default Termination of this Lease, the Tenant will
pay to the Landlord as damages sums equal to the aggregate of the fixed rent and
the additional rent, if any, which would have been payable by the Tenant had
this Lease not terminated by such Default Termination, payable upon the due
dates therefor specified in this Lease following such Default Termination and
until the date originally specified as the expiration of this Lease. In the
event that the Landlord shall have relet the premises and receive rents
therefor, it shall apply such rents first to the payment of such expenses,
reasonable attorney's fees and costs as may have been incurred in the
re-entering and repossessing the premises and in making such repairs and
alterations as may be necessary; and second to the payment of the rents due
hereunder.
13.2 Nothing in this Lease shall be construed as limiting or precluding
the recovery by the Landlord against the Tenant of any sums or damages to which,
in addition to the damages specified above, the Landlord may lawfully be
entitled by reason of any default under this Lease on the part of the Tenant.
ARTICLE FOURTEEN
(14.) Tenant's Removal
14.1 Any personal property which shall remain in the Space after the
expiration or termination of the term of this Lease with respect to such part
shall be deemed to have been abandoned, and either may be retained by the
Landlord as its property or may be disposed of in such manner as the Landlord
may see fit at the Tenant's cost; provided, that the Tenant will, upon request
of the Landlord, remove from the Space any such personal property by the later
of the expiration or termination of this Lease or thirty (30) days after the
Landlord's request.
ARTICLE FIFTEEN
(15.) Lease Contains All Agreements-No Waivers
15.1 This Lease contains all of the understandings relating to the
leasing of the Space and the Landlord's obligations in connection therewith and
neither the Landlord nor any agent or representative of the Landlord has made or
is making, and the Tenant in executing and delivering this Lease is not relying
upon, any warranties, representations, promises or statements whatsoever, except
to the extent expressly set forth in this Lease. All understandings and
agreements, if any, heretofore had between the parties are merged in this Lease,
which alone fully and completely expresses the agreement of the parties.
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15.2 The failure of either the Landlord or the Tenant to insist in any
instance upon the strict keeping, observance or performance of any provision of
this Lease or to exercise any election in this Lease shall not be construed as a
waiver or relinquishment for the future of such provision, but the same shall
continue and remain in full force and effect. No waiver or modification by
either the Landlord or the Tenant of any provision of this Lease shall be deemed
to have been made unless expressed in writing and signed by the Landlord or the
Tenant, as the case may be. No surrender of possession of the Space or of any
part thereof or of any remainder of the term of this Lease shall release the
Tenant from any of its obligations under this Lease unless accepted by the
Landlord in writing. The receipt and retention by the Landlord of Rent from
anyone other than the Tenant shall not be deemed a waiver of the breach by the
Tenant of any provision in this Lease, or the acceptance of such other person as
a tenant, or a release of the Tenant from its further observance of the
provisions of this Lease. The receipt and retention by the Landlord of Rent with
knowledge of the breach of any provision of this Lease shall not be deemed a
waiver of such breach.
15.3 The Tenant agrees to permit the Landlord and Landlord's agents,
employees or other representatives to show the premises to persons wishing to
rent or purchase the same, and Tenant agrees that on and after 180 days next
preceding the expiration of the term hereof, the Landlord or its agents,
employees or other representatives shall have the right to place notices on the
front of said premises or any part thereof, offering the premises for rent or
for sale.
15.4 If the Tenant shall fail or refuse to comply with and perform any
conditions and covenants of this lease, the Landlord may, in its discretion,
carry out and perform such conditions and covenants, at the cost and expense of
the Tenant, which shall be payable on demand. This remedy shall be in addition
to such other remedies as the Landlord may have hereunder by reason of the
breach by the Tenant of such covenants and conditions.
15.5 The Tenant waives all rights of recovery against the Landlord or
Landlord's agents, employees or other representatives for any loss, damages or
injury of any nature whatsoever to property or persons for which the Tenant is
insured. The Tenant shall obtain from Tenant's insurance carriers and will
deliver to the Landlord waivers of the subrogation rights under the respective
policies.
The parties due hereby agree to all of the terms and provisions of this
Agreement which shall be governed under the laws of the State of Delaware.
------------------------------- ---------------------------------
Premier Research Worldwide, Ltd. (Tenant) UM Holdings Ltd. (Landlord)
------------------------------- ---------------------------------
Date Date
11
PREMIER RESEARCH WORLDWIDE, LTD
000-00 Xxxxx 00xx Xxxxxx
Xxxxxxxxxxxx, XX 00000
November 18, 1996
Xxxx Xxxxxx, President
UM HOLDINGS, LTD.
00 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Re: Lease dated June 1, 1996 between UM HOLDINGS, LTD. and PREMIER
RESEARCH WORLDWIDE, LTD. (the "Lease")
Dear Xx. Xxxxxx:
Premier Research Worldwide, Ltd. ("Premier") requests that Paragraph
1.3 of the Lease be amended to specifically allow its use of the property known
as 000-00 Xxxxx 00xx Xxxxxx, Xxxxxxxxxxxx, XX (the "Building") for the provision
of medical and clinical research purposes.
PREMIER RESEARCH WORLDWIDE, LTD
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Authorized Signatory
UM Holdings Ltd. agrees to amend Paragraph 1.3 of the Lease to
specifically allow Premier's use of the Building as described above.
UM HOLDINGS, LTD
By: /s/ Xxxxxx X. Xxxxx, Xx
---------------------------------
Authorized Signatory
