Tenant’s Work During the Term Tenant may not perform any work, alterations, installations, additions, improvements, structural repairs or restorations to the Property (“Tenant’s Work”) without the prior written consent of Landlord which (i) in the case of alterations, additions, installations or improvements of a structural nature or involving the Building systems, may be granted or withheld by Landlord in its sole and absolute discretion and (ii) in the case of alterations or improvements of a non-structural nature or not involving Building systems, shall not be unreasonably withheld or delayed. In connection with such consent, Tenant shall submit to Landlord such detailed plans, specifications, drawings and other materials reasonably requested by Landlord. Tenant may make such non-structural alterations and perform work of a decorative nature without Xxxxxxxx’s prior written consent. At Tenant’s sole cost, Xxxxxxxx agrees to cooperate with Xxxxxx (including signing applications) in obtaining any necessary permits for any Tenant’s Work that Xxxxxx is permitted to make hereunder. In all cases the Tenant’s Work shall be performed at Tenant’s sole cost and expense and by contractors selected by Xxxxxx. Tenant agrees that the Tenant’s plans and specifications shall be in compliance with applicable laws, rules and regulations, that Tenant shall not commence construction until it obtains (if required) a building permit for Tenant’s Work, and that such Tenant’s Work shall be performed in accordance with the building permit, in compliance with applicable law and in accordance with the Tenant’s plans and specifications. As a condition of approving such Tenant's Work the Landlord may require the Tenant to maintain such additional insurance coverages (in addition to those required in Article 8 hereof) as the Landlord may reasonably require.
Tenant Improvements Subject to this Section 4, Tenant shall accept the Suite 110 Premises in its “as is” condition (subject to Landlord's continuing repair and maintenance obligations, as outlined in Section 10 of the Lease (as may be amended)), and Landlord shall have no obligation to make any alterations or improvements thereto whatsoever (provided that Landlord shall deliver same in good and tenantable condition, broom clean, with all systems serving same in good working order). Any alterations that Tenant desires to make in the Suite 110 Premises shall be subject to all the terms and conditions set forth in Section 11 of the Lease. Notwithstanding anything in the Lease to the contrary, Landlord hereby agrees to grant Tenant an allowance in the amount of $10,000 to be applied toward the cost (including architectural and engineering fees) of alterations performed by Tenant in the Suite 110 Premises (the “Granted Allowance”) in conjunction with Tenant’s initial occupancy of Suite 110 Premises. Provided no Event of Default then exists under the Lease, the Granted Allowance (or portions thereof) shall be disbursed to Tenant within thirty (30) days following Tenant's submission to Landlord of paid invoices for work related to alterations performed by Tenant in the Suite 110 Premises, accompanied by waivers of liens executed by all contractors employed by Tenant for the performance of such work. If the cost of Tenant's alterations in the Suite 110 Premises exceeds the amount of the Granted Allowance, the excess shall be paid by Tenant after the Granted Allowance is fully exhausted. Any portion of the Granted Allowance that has not been applied (or contracted to be applied) in the manner set forth above by the date which is twelve (12) months following the Eighth Amendment Commencement Date shall revert to Landlord, and Tenant shall have no further rights with respect thereto.
Landlord Work In accordance with the mutually acceptable space plan dated January 4, 2012 prepared by Xxxxxxxx Xxxx Xxxxxxx Architects (the “Approved Plan”) attached hereto, Landlord shall perform the following work (collectively, the “Landlord Work”): · Build out 4 offices · Install a door to connect Suites 205 and 230 · Provide appropriate surfaces and air handling · Investigate the addition of an 8’ hood in lab Landlord shall cause the Landlord Landlord shall use commercially reasonable efforts to cause the Landlord Work to be constructed in a good and workmanlike manner, substantially in accordance with the Approved Plan and in compliance with applicable laws and covenants, conditions and restrictions in effect as of the date of such completion, and in good condition and working order. The Landlord Work shall be performed by Landlord, at Landlord’s sole cost and expense. Tenant shall have the right, on not less than two (2) business days’ advance written notice to Landlord, and, if specified by Landlord at Landlord’s option, accompanied by a representative of Landlord, to inspect the construction of the Landlord Work; provided that no such inspections shall interfere with or otherwise delay Landlord’s completion of the Landlord Work. Tenant shall have the right to submit to Landlord a list of incomplete or defective items within sixty (60) days after Substantial Completion, and Landlord shall diligently repair or replace such items at Landlord’s sole cost and expense. Landlord shall use commercially reasonable efforts to cause its construction contract for the Landlord Work to contain a minimum one (1) year warranty period. EXHIBIT C ACKNOWLEDGEMENT OF TERM COMMENCEMENT DATE AND TERM EXPIRATION DATE THIS ACKNOWLEDGEMENT OF TERM COMMENCEMENT DATE AND TERM EXPIRATION DATE is entered into as of [ ], 2012, with reference to that certain Lease dated as of August 24, 2007, as amended by that certain First Amendment to Lease dated as of March 30, 2008, that certain Second Amendment to Lease (“Second Amendment”) dated as of May 11, 2009, which Second Amendment was amended and restated pursuant to that certain Amended and Restated Second Amendment to Lease dated as of September 15, 2009, and that certain Third Amendment to Lease dated as of December [ ], 2011 (“Third Amendment”) (collectively, and as the same may have been further amended, amended and restated, supplemented or modified from time to time, the “Lease”), by RECEPTOS, INC., a Delaware corporation (“Tenant”), in favor of BMR-10835 ROAD TO THE CURE LLC, a Delaware limited liability company (“Landlord”). All capitalized terms used herein without definition shall have the meanings ascribed to them in the Lease. Tenant hereby confirms the following:
Tenant’s Space Plans Tenant shall deliver to Landlord and the TI Architect schematic drawings and outline specifications (the “TI Design Drawings”) detailing Tenant’s requirements for the Tenant Improvements within 5 business days of the date hereof. Not more than 2 days thereafter, Landlord shall deliver to Tenant the written objections, questions or comments of Landlord and the TI Architect with regard to the TI Design Drawings. Tenant shall cause the TI Design Drawings to be revised to address such written comments and shall resubmit said drawings to Landlord for approval within 2 days thereafter. Such process shall continue until Landlord has approved the TI Design Drawings.
Tenant’s Plans Tenant shall be solely responsible for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “Tenant’s Plans”) necessary to construct the Relocation Premises for Tenant’s occupancy, which plans shall be submitted to Landlord for approval by Landlord’s architect and engineers on or before June 1, 2012, and Tenant’s Plans shall comply with their requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s architect and engineers shall respond to any plan submission by Tenant within five (5) Business Days after Landlord’s receipt thereof. In the event Landlord’s architect’s or engineers’ approval of Tenant’s Plans is withheld or conditioned (and such approval shall not be unreasonably withheld or conditioned), Landlord shall send written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord within ten (10) days after receipt of Landlord’s notice of disapproval. Such process shall be followed until the plans shall have been approved by the Landlord’s architect and engineer without unreasonable objection or condition, except that after the initial five-(5)-Business-day period, any further submissions/resubmissions shall be made within three (3) Business Days. If Landlord fails to respond to submitted plans within the applicable period set forth above, then the September 10, 2012, date set forth in the table incorporated in Section III.A below shall be extended on a day-for-day basis for each day that any such failure continues. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Relocation Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s Plans shall in no event relieve Tenant of the responsibility for such design. Tenant shall be solely responsible for the timely preparation and submission of all such Tenant Plans and for all elements of the design of such Tenant’s Plans and for all costs related thereto. (The word “architect” as used in this Section II (C) shall include an interior designer or space planner.)
Tenant Work Before commencing any repair or Alteration (“Tenant Work”), Tenant shall deliver to Landlord, and obtain Landlord’s approval of, (a) names of contractors, subcontractors, mechanics, laborers and materialmen; (b) evidence of contractors’ and subcontractors’ insurance; and (c) any required governmental permits. Tenant shall perform all Tenant Work (i) in a good and workmanlike manner using materials of a quality reasonably approved by Landlord; (ii) in compliance with any approved plans and specifications, all Laws, the National Electric Code, and Landlord’s construction rules and regulations; and (iii) in a manner that does not impair the Base Building. If, as a result of any Tenant Work, Landlord becomes required under Law to perform any inspection, give any notice, or cause such Tenant Work to be performed in any particular manner, Tenant shall comply with such requirement and promptly provide Landlord with reasonable documentation of such compliance. Landlord’s approval of Tenant’s plans and specifications shall not relieve Tenant from any obligation under this Section 7.3. In performing any Tenant Work, Tenant shall not use contractors, services, labor, materials or equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with any workforce or trades engaged in performing other work or services at the Project.
Landlord’s Work Landlord shall construct the base-building elements of the Building (the "Base Building Work"), the sitework on the Land, and the parking structure and surface parking areas on the Land, all in accordance with the Design Specifications attached hereto as Schedule I (collectively, "Landlord's Work"). All of Landlord's Work shall be performed in a good and workmanlike manner, in accordance with plans and specifications ("Landlord's Plans") mutually approved by Landlord and Tenant. Tenant's approval of Landlord's Plans shall not be unreasonably withheld, conditioned or delayed, and Tenant shall not be entitled to condition its approval of Landlord's Plans upon the inclusion therein of any design specifications that are inconsistent with the Design Specifications attached hereto as Schedule I (including requiring a higher performance standard than any performance standard expressly set forth in Schedule I). Tenant shall respond to any request for approval of Landlord's Plans, or any portion or progress set thereof, or any modifications thereto, as promptly as reasonably possible and in any event within ten (10) business days in the case of the original complete set of Landlord's Plans and any structural modifications thereto and within two (2) business days in the case of any nonstructural modifications to Landlord's Plans, and Tenant's failure to respond within such time periods shall be referred to herein and in the Lease as a "Tenant Delay." In the event Tenant disapproves Landlord's Plans or any portion thereof or any modifications thereto, Tenant's notice of disapproval shall specify in detail the reasonable basis for such disapproval. Landlord shall promptly make such revisions to Landlord's Plans as may be necessary to address Tenant's reasonable objections, and shall resubmit Landlord's Plans to Tenant for Tenant's approval. Tenant shall review such revised plans as promptly as reasonably possible and notify Landlord whether Tenant approves or reasonably disapproves Landlord's Plans as modified. This process shall be repeated, if necessary, until Tenant's reasonable objections to Landlord's Plans have been addressed and Tenant has approved Landlord's Plans. After approval of Landlord's Plans, Tenant shall have the right to initiate changes to Landlord's Plans or Landlord's Work, subject to (i) Landlord's approval of any such proposed change, which approval shall not be unreasonably withheld, conditioned or delayed, and (ii) Landlord's and Tenant's mutual agreement concerning (and execution of a change order or other written confirmation of) (A) any net increase in design or construction costs resulting from such change, all of which increased costs shall be borne solely by Tenant, and (B) any delay such change will cause in the completion of Landlord's Work or the achievement of any milestone date(s), which delay shall not extend the Lease Commencement Date or the commencement of Tenant's rental obligations under the Lease (but shall appropriately extend any affected milestone date(s)) and shall be deemed a "Tenant Delay" for purposes hereof and of the Lease. Landlord shall be responsible for causing Landlord's Work to comply with all applicable legal requirements, including (without limitation) requirements of building codes, environmental laws and the Americans with Disabilities Act, and Landlord shall indemnify Tenant and hold it harmless with respect to any loss, cost, damage or liability resulting from Landlord's breach of this obligation (which indemnification shall survive the expiration or termination of the Lease). In constructing the Base Building Work, Landlord shall perform and install all work and materials designated "Base Building" in Schedule II attached hereto. In performing the Base Building Work, Landlord shall use best efforts to achieve the milestone dates set forth in Schedule III attached hereto. In the event Landlord fails to achieve any of said milestone dates, except to the extent such failure is caused by any Tenant Delay, the December 29, 1995 date set forth in Section 3.2 of the Lease shall be extended by one (1) day for each day of delay in achieving the milestone date; provided, however, that such extension shall not occur if (and then only to the extent) Landlord and Tenant mutually agree and acknowledge in writing that the completion of the Tenant Work (as defined below) was not delayed by reason of the delay in achieving Landlord's milestone date. Tenant agrees to use good faith reasonable efforts to counter the effect of any delay by Landlord in achieving any milestone date; however, Tenant shall not be obligated to expend any additional amounts in such efforts (e.g., by employing overtime labor) unless Landlord agrees in advance to bear any incremental cost associated with such efforts (whether or not such efforts are ultimately successful).
Landlord Improvements Landlord shall substantially complete the Landlord Improvements prior to Tenant’s taking occupancy of the Expansion Space. Landlord shall use commercially reasonable efforts to complete the Landlord Improvements by May 1, 2014. “Substantial Completion” shall mean the Landlord Improvements have been constructed in material accordance with the above referenced drawing, save and except for minor “punch list” items such that Tenant can occupy the Expansion Space and conduct its business, Landlord has obtained all approvals from the applicable governmental authorities for the legal occupancy of the Expansion Space and Landlord has delivered possession of the Expansion Space to Tenant in the required condition, which date is currently anticipated to be May 1, 2014. Upon Substantial Completion, Landlord shall deliver possession of the Expansion Space to Tenant in good, vacant, broom clean condition, with all building systems in good working order and the roof water-tight, and in compliance with all laws applicable to Landlord or Tenant. In the event that construction of the Landlord Improvements is not substantially completed by May 1, 2014, then the Expansion Space Commencement Date shall be automatically amended to be that date the Expansion Space is delivered to Tenant with the Landlord Improvements substantially complete. Upon Substantial Completion of the Landlord Improvements, Landlord shall give Tenant (i) written notice (“Notice of Completion”) that the Expansion Space are ready for occupancy. Within seven (7) days following Landlord’s giving of the Notice of Completion, Landlord and Tenant shall meet at a mutually convenient time to perform a walk-through of the Expansion Space to inspect the Landlord Improvements and to prepare a punch list of minor items needing correction and Landlord shall promptly cause such items to be corrected.
Tenant’s Alterations (a) The construction of the initial Leasehold Improvements (as defined in Exhibit C) shall be governed by the terms of Exhibit C attached hereto and made a part hereof. Except for the Leasehold Improvements and as otherwise set forth below, Tenant shall not, and shall not permit any Tenant Agent to, cut, drill into, or secure any fixture, apparatus, or equipment, or make alterations, improvements, or physical additions of any kind to any part of the Premises (collectively, “Alterations”) without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. If Landlord fails to respond to a request for consent to a proposed Alteration within 10 business days after Landlord’s receipt of such request, the request shall be deemed denied. Notwithstanding the foregoing, if Landlord fails to respond within such 10 business-day period, Tenant may thereafter send to Landlord a second written requesting approval of the proposed Alteration, which request must set forth in bold and 14-point capitalized type on the first page thereof the following statement: “SECOND AND FINAL REQUEST—LANDLORD HAS 10 BUSINESS DAYS TO RESPOND PURSUANT TO SECTION 9” (“Second Alteration Request”). If Landlord then fails to respond to the Second Alteration Request within 10 business days after receipt thereof (“Second Alteration Request Response Period”), Landlord shall be deemed to have elected to consent to the proposed Alteration, provided Tenant shall otherwise have complied with all provisions of this Lease relating to such Alterations. Notwithstanding the foregoing, if Landlord notifies Tenant in writing within the Second Alteration Request Response Period that Landlord requires additional time to review the request, then the Second Alteration Request Response Period shall be extended by an additional 10 business days. “
Cost of Tenant Improvements Unless specified otherwise herein, Landlord shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, the costs of code compliance work, if such work is required as a result of, or is a condition imposed by appropriate governmental authorities for, construction of the Tenant Improvements, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount which shall not exceed three percent (3%) of hard costs, utilities, and Landlord's Insurance Costs (including, without limitation, course of construction insurance), from the date of this Work Letter until the Lease Commencement Date up to a maximum of $450,000.00 (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building, and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Tenant shall have the right to elect to increase the Tenant Improvement Allowance by up to an additional $450,000.00 (the "Additional Allowance"), subject to the following terms and conditions: (i) Tenant shall make such election, if at all, no later than August 15, 1998; (ii) such amount shall be paid to Landlord in equal monthly installments over the seven (7) year Lease Term with interest at 10%, as additional Base Monthly Rent in the manner specified by Article 3 of the Lease; and (iii) the Additional Allowance shall otherwise constitute a part of the Tenant Improvement Allowance and shall be subject to the restrictions and conditions on such Tenant Improvement Allowance provided in this Work Letter. Notwithstanding anything to the contrary contained herein or in the Lease, Landlord shall be responsible at its sole cost and expense for the incremental costs incurred by either Landlord or Tenant for asbestos removal within the interior of the Leased Premises required solely as a result of the construction of the Tenant Improvements. 5.
