Common use of COMPLIANCE WITH LAW Notwithstanding Clause in Contracts

COMPLIANCE WITH LAW Notwithstanding. any other provision in the Lease to the contrary, Tenant shall comply with all Laws in complying with its obligations under this Lease, and in particular, Laws relating to the storage, use and disposal of hazardous or toxic matter. 30.1 INDEMNIFICATION Tenant shall defend, indemnify and hold Landlord, the other Protected Parties, the Project and the beneficiary under a trust deed, or mortgagee, holding a security interest in the Project harmless from any loss, claim, liability or expense, including, without limitation, attorneys fees and costs, at trial and/or on appeal and review, arising out of or in connection with its failure to observe or comply with the provisions of this Section. This indemnity shall survive the expiration or earlier termination of the term of the Lease or the termination of Tenant's right to possession and be fully enforceable thereafter. 31.1 ADDITIONAL PROVISIONS The following covenants and agreements shall in no way diminish or limit the foregoing provisions of this Section. No use may be made of, on or from the Premises relating to the handling, storage, disposal, transportation or discharge of Hazardous Substances (as defined below). All of such use which does occur shall be in strict conformance with all Laws. Tenant shall give prior written notice to Landlord of any use, whether incidental or otherwise, of Hazardous Substances on the Premises, or of any notice of any violation of any Law with respect to such use. Landlord and any ground lessor or master lessor of the Premises and/or the Project shall have the right to request and to receive information with respect to use of Hazardous Substances on the Premises in writing. In addition to the indemnity obligations contained elsewhere herein, Tenant shall indemnify, defend and hold harmless Landlord, the other Protected Parties, the Premises, the Project, and the beneficiary under a trust deed, or a mortgagee, holding a security interest in the Project, from and against all claims, losses, damages, costs, response costs and expenses, liabilities, and other expenses caused by, arising out of, or in connection with, the generation, release, handling, storage, discharge, transportation, deposit or disposal in, on, under or about he Premises by Tenant or any of Tenant's Agents of the following (collectively referred to as "Hazardous Substances"): hazardous materials, hazardous substances, toxic wastes, toxic substances, pollutants, petroleum products, underground tanks, oils, pollution, asbestos, PCB's, materials, or contaminants, as those terms are commonly used or as defined by federal, state and/or local law or regulation related to protection of health or the environment, including but not limited to, the Resource Conservation and Recovery Act (RCRA) (42 U.S.C. ss. 6901 et seq.); the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) (42 ▇.▇.▇.▇▇. 9601, et seq.); the Toxic Substances Control Act (15 U.S.C. ss. 2601, et seq.); the Clean Water Act (33 U.S.C. ss. 1251, et seq.); the Clean Air Act (42 U.S.C. ss. 7401, et seq.); and ORS Chapters 453, 465 and 466 as any of the same may be amended from time to time, and/or by any rules and regulations promulgated thereunder. Such damages, costs, liabilities, and expenses shall include such as are claimed by any regulating and/or administering ground lessor or master lessor of the Project, the holder of any Mortgage or Deed of Trust on the Project, and/or any successor of the Landlord named herein. This indemnity shall include (a) claims of third parties, including governmental agencies, for damages, fines, penalties, response costs, monitoring costs, injunctive or other relief; (b) the costs, expenses or losses resulting from any injunctive relief, including preliminary or temporary injunctive relief; (c) the expenses, including fees of attorneys and experts, of reporting the existence of Hazardous Substances to an agency of the State of Oregon or of the United States as required by applicable laws and regulations; (d) any and all expenses or obligations, including attorney's and paralegal fees, incurred at, before and after any trial or appeal therefrom or review thereof, or an administrative proceeding or appeal therefrom or review thereof, whether or not taxable as costs, including, without limitation, attorney's fees, paralegal fees, witness fees (expert and otherwise), deposition costs, photocopying and telephone charges and other expenses related to the foregoing, all of which shall be paid by Tenant to Landlord when such expenses are accrued. This indemnity shall survive the expiration or earlier termination of the term of the Lease or the termination of Tenant's right to possession and be fully enforceable thereafter. RIDER NO. 44 32.1 INFORMATION Tenant shall provide Landlord with any and all information regarding Hazardous Substances in the Premises, including contemporaneous copies of all filings and reports to governmental entities, and any other information requested by Landlord. In the event of any accident, spill or other incident involving Hazardous Substances, Tenant shall immediately report the same to Landlord and supply Landlord with all information and reports with respect to the same. All information described herein shall be provided to Landlord regardless of any claim by Tenant that it is confidential or privileged. 33.1 RIDER NO. 45 Tenant: MEDICALOGIC, INC., an Oregon corporation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇. FIELD -------------------------------------------------- By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ ▇. Field By: President Controller Landlord: EVERGREEN CORPORATE CENTER LLC, an Oregon limited liability company By: Marzer Venture, an Oregon general partnership By: ▇▇▇▇▇▇ ▇▇▇▇ --------------------------------------------------- Its: Partner -------------------------------------------------- By: Schnitzer Investment Corp., an Oregon corporation By: ▇▇▇ ▇▇▇▇▇▇ --------------------------------------------------- Its: -------------------------------------------------- Exhibits -------- A - Premises A-1 Measurement Standards for each floor B - Project C - Landlord's Work Plans D - Work Agreement E - Rules and Regulations F - Sign Regulations [MAP SHOWING LOCATIONS OF BUILDINGS 1, 2, 3, 4 and 5, STREETS AND TREES OMITTED] The location, size, and number of improvements except for Building 1 EXHIBIT A and Building 2 are conceptual at this time and are subject to change. Premises are cross-hatched Site Plan Evergreen Corporate Center at Tanasbourne Commerce Center ▇▇▇▇▇▇ ▇▇▇▇ Development Company June 19, 1996 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ EXHIBIT A-1 MEASUREMENT STANDARDS FOR EACH FLOOR AREA STANDARD NATIONAL ASSOCIATION OF INDUSTRIAL AND OFFICE PARKS (NAIOP) INTRODUCTION The purpose of the NAIOP area standard is to permit communication and computation on a clear and understandable basis. Another important purpose is to allow comparison of values on the basis of a generally agreed upon unit of measurement. The result is a unit of measurement that is most typically used by building owners, managers, tenants, appraisers, architects, lending institutions, and others to compute the floor area of a building. It should be noted that this standard can be used to measure space in old, as well as new, buildings. It is applicable to any architectural design or type of construction. Generally, this type of area computation has been used for single or multiple tenant industrial/commercial facilities. If the areas are leased, the leases are typically provided in a "triple net" format. AREA The area is defined as the amount of space allocated to a particular occupant or tenant. This space can be provided in two forms:

COMPLIANCE WITH LAW Notwithstanding. any other provision in the Lease to the contrary, Tenant shall comply with all Laws in complying with its obligations under this Lease, and in particular, Laws relating to the storage, use and disposal of hazardous or toxic matter. 30.1 INDEMNIFICATION Tenant shall defend, indemnify and hold Landlord, the other Protected Parties, the Project and the beneficiary under a trust deed, or mortgagee, holding a security interest in the Project harmless from any loss, claim, liability or expense, including, without limitation, attorneys fees and costs, at trial and/or on appeal and review, arising out of or in connection with its failure to observe or comply with the provisions of this Section. This indemnity shall survive the expiration or earlier termination of the term of the Lease or the termination of Tenant's right to possession and be fully enforceable thereafter. 31.1 ADDITIONAL PROVISIONS The following covenants and agreements shall in no way diminish or limit the foregoing provisions of this Section. No use may be made of, on or from the Premises relating to the handling, storage, disposal, transportation or discharge of Hazardous Substances (as defined below). All of such use which does occur shall be in strict conformance with all Laws. Tenant shall give prior written notice to Landlord of any use, whether incidental or otherwise, of Hazardous Substances on the Premises, or of any notice of any violation of any Law with respect to such use. Landlord and any ground lessor or master lessor of the Premises and/or the Project shall have the right to request and to receive information with respect to use of Hazardous Substances on the Premises in writing. In addition to the indemnity obligations contained elsewhere herein, Tenant shall indemnify, defend and hold harmless Landlord, the other Protected Parties, the Premises, the Project, and the beneficiary under a trust deed, or a mortgagee, holding a security interest in the Project, from and against all claims, losses, damages, costs, response costs and expenses, liabilities, and other expenses caused by, arising out of, or in connection with, the generation, release, handling, storage, discharge, transportation, deposit or disposal in, on, under or about he Premises by Tenant or any of Tenant's Agents of the following (collectively referred to as "Hazardous Substances"): hazardous materials, hazardous substances, toxic wastes, toxic substances, pollutants, petroleum products, underground tanks, oils, pollution, asbestos, PCB's, materials, or contaminants, as those terms are commonly used or as defined by federal, state and/or local law or regulation related to protection of health or the environment, including but not limited to, the Resource Conservation and Recovery Act (RCRA) (42 U.S.C. ss. 6901 et seq.); the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) (42 ▇.▇.▇.U.S.C.ss. 9▇▇. 9601▇, et ▇▇ seq.); the Toxic Substances Control Act (15 U.S.C. ss. 2601, et seq.); the Clean Water Act (33 U.S.C. ss. 1251, et seq.); the Clean Air Act (42 U.S.C. ss. 7401, et seq.); and ORS Chapters 453, 465 and 466 as any of the same may be amended from time to time, and/or by any rules and regulations promulgated thereunder. Such damages, costs, liabilities, and expenses shall include such as are claimed by any regulating and/or administering ground lessor or master lessor of the Project, the holder of any Mortgage or Deed of Trust on the Project, and/or any successor of the Landlord named herein. This indemnity shall include (a) claims of third parties, including governmental agencies, for damages, fines, penalties, response costs, monitoring costs, injunctive or other relief; (b) the costs, expenses or losses resulting from any injunctive relief, including preliminary or temporary injunctive relief; (c) the expenses, including fees of attorneys and experts, of reporting the existence of Hazardous Substances to an agency of the State of Oregon or of the United States as required by applicable laws and regulations; (d) any and all expenses or obligations, including attorney's and paralegal fees, incurred at, before and after any trial or appeal therefrom or review thereof, or an administrative proceeding or appeal therefrom or review thereof, whether or not taxable as costs, including, without limitation, attorney's fees, paralegal fees, witness fees (expert and otherwise), deposition costs, photocopying and telephone charges and other expenses related to the foregoing, all of which shall be paid by Tenant to Landlord when such expenses are accrued. This indemnity shall survive the expiration or earlier termination of the term of the Lease or the termination of Tenant's right to possession and be fully enforceable thereafter. RIDER NO. 44 32.1 INFORMATION Tenant shall provide Landlord with any and all information regarding Hazardous Substances in the Premises, including contemporaneous copies of all filings and reports to governmental entities, and any other information requested by Landlord. In the event of any accident, spill or other incident involving Hazardous Substances, Tenant shall immediately report the same to Landlord and supply Landlord with all information and reports with respect to the same. All information described herein shall be provided to Landlord regardless of any claim by Tenant that it is confidential or privileged. 33.1 RIDER NO. 45 Tenant: MEDICALOGIC, INC., an Oregon corporation MARK LEAVIT▇ GUY E. FIEL▇ -------------------------------------------------- By: Mark K. Lea▇▇▇▇ ▇▇▇▇▇▇Guy E. Fiel▇ ▇▇▇ ▇. FIELD -------------------------------------------------- By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ ▇. Field By: President Controller Landlord: EVERGREEN CORPORATE CENTER LLC, an Oregon limited liability company By: Marzer Venture, an Oregon general partnership By: ▇▇▇▇▇▇ ▇▇▇▇ MELVIN MARK --------------------------------------------------- Its: Partner -------------------------------------------------- By: Schnitzer Investment Corp., an Oregon corporation By: ▇▇▇ ▇▇▇▇▇▇ KEN NOVACK --------------------------------------------------- Its: -------------------------------------------------- Exhibits -------- A - Premises A-1 Measurement Standards for each floor B - Project C - Landlord's Work Plans D - Work Agreement E - Rules and Regulations F - Sign Regulations [MAP SHOWING LOCATIONS OF BUILDINGS 1ADDENDUM TO LEASE DATED: January 15, 21997 BETWEEN: EVERGREEN CORPORATE CENTER LLC, 3an Oregon limited liability company ("Landlord") AND: MEDICALOGIC, 4 INC., an Oregon corporation ("Tenant") The following modifications and 5insertions, STREETS AND TREES OMITTED] The locationnumbered Rider No. 1 to and including Rider No. 45, sizeare hereby incorporated into the Lease and shall be deemed made at the respective places indicated throughout the Lease. Any reference to the Lease in the following provisions of this Addendum shall be deemed to include this Addendum, and number of improvements except for Building 1 EXHIBIT A and Building 2 are conceptual at this time and are subject to change. Premises are cross-hatched Site Plan Evergreen Corporate Center at Tanasbourne Commerce Center ▇▇▇▇▇▇ ▇▇▇▇ Development Company June 19, 1996 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ EXHIBIT A-1 MEASUREMENT STANDARDS FOR EACH FLOOR AREA STANDARD NATIONAL ASSOCIATION OF INDUSTRIAL AND OFFICE PARKS (NAIOP) INTRODUCTION The purpose of the NAIOP area standard is to permit communication and computation on a clear and understandable basis. Another important purpose is to allow comparison of values on the basis of a generally agreed upon unit of measurementunless otherwise specified in such reference. The result is a unit of measurement that is most typically capitalized terms used by building owners, managers, tenants, appraisers, architects, lending institutions, and others in this Addendum which are defined in the Lease shall have the meanings given to compute them in the floor area of a building. It should be noted that this standard can be used to measure space in old, as well as new, buildings. It is applicable to any architectural design or type of construction. Generally, this type of area computation has been used for single or multiple tenant industrial/commercial facilities. If the areas are leased, the leases are typically provided in a "triple net" format. AREA The area is defined as the amount of space allocated to a particular occupant or tenant. This space can be provided in two forms:Lease.