Tenant The complete name of every Tenant who will enter this lease with the intention of renting the Landlord’s property as a month-to-month rental is a necessary part of this document’s introduction. (3)
Lessee The related Lessee is a Person other than MBFS USA, any Affiliate thereof or a Governmental Authority and, at the time of origination of the 201[__]-[__] Lease, based on information provided by the Lessee, the Lessee is located in and has a billing address within a State.
LANDLORD The covenants and obligations contained in this Lease on the part of Landlord are binding on Landlord, its successors, and assigns only during their respective period of ownership of an interest in the Building. In the event of any transfer or transfers of such title to the Building, Landlord (and, in the case of any subsequent transfers or conveyances, the then grantor) shall be concurrently freed and relieved from and after the date of such transfer or conveyance, without any further instrument or agreement, of all liability with respect to the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed.
Landlord’s Repairs Landlord, as an Operating Expense, shall maintain all of the structural, exterior, parking and other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators and all other building systems serving the Premises and other portions of the Project (“Building Systems”), in good repair, reasonable wear and tear and uninsured losses and damages caused by Tenant, or by any of Tenant’s agents, servants, employees, invitees and contractors (collectively, “Tenant Parties”) excluded. Losses and damages caused by Tenant or any Tenant Party shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, make a commercially reasonable effort to give Tenant 24 hours advance notice of any planned stoppage of Building Systems services for routine maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this Section, after which Landlord shall make a commercially reasonable effort to effect such repair. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after Tenant’s written notice of the need for such repairs or maintenance. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Section 18.
Construction of the Tenant Improvements Construction or installation of the Tenant Improvements shall be performed by a licensed general contractor or contractors selected by Tenant and approved by Landlord, such approval not to be unreasonably withheld or delayed (the “Tenant’s Contractor,” whether one or more), pursuant to a written construction contract negotiated and entered into by and between the Tenant’s Contractor and Tenant and approved by Landlord. Each such contract shall (i) obligate Tenant’s Contractor to comply with all reasonable rules and regulations of Landlord relating to construction activities in the Building, (ii) name Landlord as an additional indemnitee under the provisions of the contract whereby the Tenant’s Contractor holds Tenant harmless from and against any and all claims, damages, losses, liabilities and expenses arising out of or resulting from the performance of such work, (iii) name Landlord as a beneficiary of (and a party entitled to enforce) all of the warranties of the Tenant’s Contractor with respect to the work performed thereunder and the obligation of the Tenant’s Contractor to replace defective materials and correct defective workmanship for a period of not less than one (1) year following final completion of the work under such contract, (iv) evidence the agreement of the Tenant’s Contractor that the provisions of the Lease shall control over the provisions of the contract with respect to distribution or use of insurance proceeds, in the event of a casualty during construction, and (v) evidence the waiver and release by the Tenant’s Contractor of any lien or right to assert a lien on all or any portion of the fee estate of Landlord in and to the Building as a result of the work performed or to be performed thereunder (and obligating the Tenant’s Contractor to include a substantially similar release and waiver provision in all subcontracts and purchase orders entered under or pursuant to the contract). Notwithstanding anything to the contrary, union labor shall not be required to be used for construction of the Tenant Improvements; provided, however, Landlord shall be permitted to withhold its consent to a contractor proposed to be utilized by Tenant to the extent such contractor would create a labor dispute at the Building or Project that could impair or affect the Landlord’s ability to operate the Building or otherwise provide the services it is required to provide to its tenants. In the event there is any labor dispute as a result of Tenant’s contractor and such labor dispute is impairing or affecting Landlord’s ability to operate the Building or otherwise provide the services it is required to provide to its tenants, then Tenant shall immediately take such actions as may be required in order to cause such labor dispute to cease. Tenant and its contractors shall be required to comply with the constructions rules and regulations set forth Exhibit B-1 attached hereto (and the Tenant Improvement shall be required to incorporate all design elements set forth in such Exhibit B-1). Tenant acknowledges and understands that all roof penetrations involved in the construction of the Tenant Improvements must be performed by the Landlord’s Building roofing contractor. All costs, fees and expenses incurred with such contractor in performing such work shall be a cost of the Tenant Improvements (which such cost may be payable out of the Landlord’s Construction Allowance), in accordance with the provisions of this Exhibit B. Tenant or Tenant’s Contractor shall be responsible for all water, gas, electricity, sewer or other utilities used or consumed at the Premises during the construction of the Tenant Improvements. Tenant specifically agrees to carry, or cause the Tenant’s Contractor to carry, during all such times as the Tenant’s work is being performed, (a) builder’s risk completed value insurance on the Tenant Improvements, in an amount not less than the full replacement cost of the Tenant Improvements, (b) a policy of insurance covering commercial general liability, in an amount not less than One Million Dollars ($1,000,000.00), combined single limit for bodily injury and property damage per occurrence (and combined single limit coverage of $2,000,000.00 in the aggregate), and automobile liability coverage (including owned, non-owned and hired vehicles) in an amount not less than One Million Dollars ($1,000,000.00) combined single limit (each person, each accident), and endorsed to show Landlord as an additional insured, and (c) workers’ compensation insurance as required by law, endorsed to show a waiver of subrogation by the insurer to any claim the Tenant’s Contractor may have against Landlord. Tenant shall not commence construction of the Tenant Improvements until Landlord has issued to Tenant a written authorization to proceed with construction after Tenant has delivered to Landlord’s construction representative (i) certificates of the insurance policies described above, (ii) copies of all permits required for construction of the Tenant Improvements and a copy of the permitted Final Plans as approved by the appropriate governmental agency, and (iii) a copy of each signed construction contract for the Tenant Improvements (a copy of each subsequently signed contract shall be forwarded to Landlord’s construction representative without request or demand, promptly after execution thereof and prior to the performance of any work thereunder). All of the construction work shall be the responsibility of and supervised by Tenant.
Landlord Improvements Landlord will construct a laboratory build-out for the Premises ("Landlord Improvements") pursuant to plans submitted by Landlord to Tenant and reasonably approved by Tenant ("Plans"), which shall be consistent with the floor plan attached hereto as Exhibit "C." The Plans generally shall provide for the Landlord Improvements to be constructed in order to accommodate generally accepted generic biotechnical laboratory uses, except as Landlord may otherwise agree. Unless otherwise determined by Landlord, the Tenant Improvements shall include the construction of an energy efficient electronically controlled central HV/AC plant. Within five (5) days after the Effective Date, Tenant shall provide to Landlord for Landlord's review and approval the following: (i) a proposed detailed list of equipment for the Premises, with the make, model, and specifications, and (ii) a detailed chemical inventory, with all codes and classifications. Tenant shall provide to Landlord such other information as Landlord may reasonably request for construction of the Landlord Improvements within five (5) days after written request therefor. Tenant shall provide written notice of its disapproval of the Plans within five (5) days after the Plans have been submitted detailing its precise reasons for disapproval. The failure of Tenant to disapprove the Plans in writing within a five (5) day period shall be conclusively deemed Tenant's approval of the Plans. Landlord shall have its architect revise the Plans to remedy any reasonable objections of Tenant, and Tenant shall have an additional five (5) day period to review the revised Plans to reasonably determine if such objections were satisfied; provided, however, Tenant shall make no new objections to the Plans. If there are any reasonable objections not addressed by revised Plans, the review procedure shall be repeated until all Tenant's objections are reasonably satisfied. If Tenant has not fully approved the Plans within sixty (60) days after the date such plans were first submitted to Tenant hereunder, Landlord at its sole election may terminate this Lease. Tenant shall timely sign and submit to Landlord a Certificate of Approval of Tenant Improvement Plans in the form as shown in Exhibit "F" attached to this Lease and incorporated herein by this reference ("Certificate"). In the case where Tenant is deemed to have approved the Plans on account of Tenant's failure to timely respond following the delivery of the Plans, such approval shall be deemed to have been given in accordance with the terms of the Certificate. Tenant acknowledges that Landlord may reasonably change the Plans as required by Applicable Law or unforeseen circumstances.
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 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 Improvements a. Tenant shall cause to be constructed certain tenant improvements (including those listed in Sections 7(e), 7(f) and 7(g) below) in the Additional Premises (“Tenant’s Work”) pursuant to the Work Letter attached as Exhibit E hereto (the “Work Letter”). Landlord shall provide Tenant with an improvement allowance in an amount not to exceed Nine Hundred Five Thousand Five Hundred Thirty-Five Dollars ($905,535) (based upon Forty-Five Dollars ($45) per rentable square foot) (the “TI Allowance”). The TI Allowance may be used to pay for the following costs related to Tenant’s Work: (i) construction, (ii) project oversight by Landlord (which fee shall equal three percent (3%) of the TI Allowance), (iii) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant and (iv) building permits and other taxes, fees, charges and levies by Governmental Authorities for permits or for inspections of Tenant’s Work. In no event shall the TI Allowance be used for: (v) payments to Tenant or any affiliates of Tenant, (w) the purchase of any furniture, personal property or other non-building system equipment, (x) the cost of work that is not authorized by the Approved Plans or otherwise approved in writing by Landlord, (y) costs resulting from any default by Tenant of its obligations under the Amended Lease or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). If the total cost of Tenant’s Work exceeds Forty-Five Dollars ($45) per rentable square foot of the Additional Premises, then Tenant shall pay the overage as and when due. Tenant shall have until December 31, 2008, to expend any unused portion of the TI Allowance, after which date Landlord’s obligation to fund such costs shall expire. Tenant shall deliver to Landlord (Y) a certificate of occupancy for the Additional Premises suitable for the permitted use and (Z) a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect with respect to Tenant’s Work in the Additional Premises.
Landlord’s Entry Landlord and its authorized representatives may at all reasonable times and upon reasonable notice to Tenant enter the Premises to: (a) inspect the Premises; (b) exercise and perform Landlord's rights and obligations under this Lease; (c) post notices of non-responsibility or other protective notices available under the Laws; (d) show the Premises to current or prospective mortgagees, or to prospective purchasers of the Property; or (e) during the last 12 months of the Term, show the Premises to prospective tenants. Landlord, in the event of any emergency, may enter the Premises at any time without notice to Tenant. If Landlord receives prior written notification from Tenant that specified areas within the Premises contain confidential materials, then Landlord shall not enter such portions of the Premises unless accompanied by a representative of Tenant except (i) in case of an emergency, or (ii) if Tenant authorizes Landlord to enter such portions of the Premises without accompaniment of Tenant's representative. Landlord's entry into the Premises is not to be construed as a forcible or unlawful entry into, or detainer of, the Premises or as an eviction of Tenant from all or any part of the Premises. Subject to Section 9.3 below, Tenant will also permit Landlord (or its designees) to erect, install, use, maintain, replace and repair pipes, cables, conduits, plumbing and vents, and telephone, electric and other wires or other items, in, to and through the Premises if Landlord reasonably determines that such activities are necessary for properly operating and maintaining the Building.
