EXHIBIT 10.3
ADDENDUM TO LEASE
In confirmation of a verbal agreement reached between Xxxx X. Xxxxxxxx,
General Partner of T&L A Partnership (hereinafter referred to as Landlord) and
Xxxxxx X. Xxxxxx, an officer of Advanced Biosensor (hereinafter referred to as
Tenant) on 20 April 2004, the Landlord and Tenant mutually agree to amend the
original Lease Agreement by extending the term of the Lease for one year. The
current expiration date of 30 October 2004 is hereby amended by this Addendum to
a new expiration date of 31 October 2005.
In consideration of this extension, Xxxxxx agrees that all of the terms
and conditions of the current Lease Agreement will remain in effect during the
extension period, with the exception of the monthly rental which increases from
$5,000 monthly to $5,900 monthly beginning with the November 2004 rental payment
and continuing until expiration of this extension. Please sign and return one of
the copies. Thanks.
/s/ /s/ Xxxxxxx X. Xxxxxx
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Witness Xxxxxx X. Xxxxxx Date
Advanced Biosensor
/s/ /s/ Xxxx X. Xxxxxxxx
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Witness Xxxx X. Xxxxxxxx Date
General Partner
T&L A Partnership
T&L A PARTNERSHIP
State of South Carolina
County of Richland
LEASE AGREEMENT
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This Agreement, made this 18th day of October, 2001 by and between T&L
A Partnership of South Carolina, hereinafter referred to as Landlord, and
Advanced Biosensor, Inc., hereinafter referred to as Tenant.
WITNESSETH
That Landlord, for and in consideration of the rents, covenants and
agreements herein contained to be paid and agreed to be performed by Xxxxxx,
does hereby warrant and lease to Tenant the following described property.
PREMISES. All of that office space containing approximately 10,080
square feet as measured from the window surface of the outer building
walls in the County of Richland, State of South Carolina, and
hereinafter referred to as the "Leased Premises" located at Xx. 0
Xxxxxxxxx Xxxxx, Xxxxxxxx Xxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000.
TERM. The term of this Lease shall be for a period of three (3) years,
commencing on the 1st day of November, 2001 and expiring on the last
day of October, 2004.
RENTAL. Tenant shall pay to Landlord promptly on the first day of each
month in advance during the term of this Lease a monthly rental which
shall be payable to T&L A Partnership (See Addendum "A"). In the event
Tenant shall fail to pay any rental on the due date or within ten (10)
days thereafter, late charges of six (6) percent of the monthly rental
shall be added to the rental for each such late payment, and the same
be treated as additional rent.
NOTICES. Until otherwise notified in writing by Xxxxxxxx, Tenant shall
make payment of rental and give notices to Landlord at 0000 Xxxxx Xxxxx
Xxxx, Xxxxxxxxx, XX 00000, attention of Xxxx X. Xxxxxxxx, General
Partner. Landlord shall give notices and other communications to Tenant
by mailing same to:
Advance Biosensor, Inc.
Xx. 0 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
SECURITY DEPOSIT. The Security Deposit of $6,720.00 not on deposit with
the Landlord will be retained as security during the term of this Lease
for the faithful performance and observance of Tenant of the terms of
this Lease. In the event Tenant defaults with respect to any of the
terms of this Lease including, but not limited to, the payment of rent,
Landlord may use the whole or any part of the deposit to the extent
required, but Tenant shall remain liable for any additional amounts
due. If Tenant shall comply fully with all of the terms of this Lease,
the security deposit shall be returned to
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Tenant upon the expiration of the lease term. In the event of the sale
or lease of the property of which the leased premises are a part,
Landlord shall have the right to transfer the unused security deposit
to the new purchaser or lessee who shall be responsible to the Tenant
for the security deposit and Landlord shall be released from all
liability for its return.
USE. The premises shall be used for the normal operating practices of
Tenant's business, but shall not be used for any illegal purpose, nor
in any way that would increase the rate of insurance or invalidate the
insurance coverage on the premises, nor in any manner interfere with or
infringe upon the rights of Landlord. Tenant shall at all times abide
by the Rules and Regulations which are attached to and hereby expressly
made a part of this Lease.
1. IMPROVEMENTS. Xxxxxxxx agrees to allow Xxxxxx to make changes
to interior floor plan of building with prior notification in
writing as to extent and type of modification. Xxxxxx agrees
to return building and interior to original configuration or
negotiated monetary settlement for reconfiguration if deemed
necessary by Landlord, prior to release of responsibilities of
this Lease. All additions, alterations, and improvement
allowed by Landlord shall be deemed to be the property of the
Landlord and shall not be removed by Tenant without Landlord's
consent. All additions, alterations, and improvements to
grounds and building shall be done at Tenant's expense.
2. QUIET POSSESSION. Landlord warrants that is seized with good
and sufficient title to the entire premises, and further
covenants that if Tenant shall discharge the obligations
herein set forth to be performed by Xxxxxx, the Tenant shall
have and enjoy the quiet and undisturbed possession of the
leased premises without hindrance or interference from
Landlord or any other person lawfully claiming by, through or
under Landlord.
3. SERVICES. Tenant shall provide at his own expense a HVAC
service contract for all maintenance and repair of
heating/cooling units. Tenant is responsible for all
maintenance and repair of the interior and exterior of the
building and grounds, with the exception of the roof and
structural damage which shall remain the Landlord's
responsibility. (See Addendum "A").
4. PROPERTY TAXES, INSURANCE AND OPERATING EXPENSES. Xxxxxxxx
agrees to pay property taxes within fifteen (15) days or on
before January 15 of each year of lease term. Tenant shall
obtain property insurance in at least the same coverage as
Landlord provided prior to lease, naming T&L as additional
insured, and maintaining such coverage for the term of this
Lease or extension.
5. DAMAGE TO PREMISES. If the leased premises are damaged or
destroyed by fire or other casualty, Landlord shall begin
repair or restoration of the leased premises within sixty (60)
days after the date full insurance is paid to Landlord and if
not begun within this time period the Tenant shall have the
option of terminating this Lease; provided, however, that if
the said damage shall occur
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within six (6) months of the expiration date of this Lease,
Landlord shall have the right within fifteen (15) days to
elect to terminate this Lease; and provided, further, that
should the building in which the leased premises are located
be damaged by fire or other casualty to such an extent that
Landlord determines to discontinue the leasing of office space
in the building, then Landlord shall have the right within
fifteen (15) days to elect to terminate this Lease. If the
damage or destruction to the leased premises was caused
without fault of Tenant, the rental required by this Lease
shall xxxxx proportionately to the extent that the premises
are untenable by Tenant. In the event of the termination of
this Lease, the term hereby granted shall cease, rent shall be
apportioned and paid to the date of such damage, and Tenant
shall not be liable for any further rent after such
termination. All furniture, trade fixtures, files and other
property of Tenant located at the leased premises shall be at
the sole risk of Tenant, and Landlord shall not in any way be
liable for damage to such property of Tenant.
Except as may be otherwise be provided in this Lease, Landlord
and Tenant mutually agree that in the event of loss or damage
to the entire premises, the leased premises and/or any
contents, each party shall look first to any insurance in its
favor before making any claim against the other party, and to
the extent possible without additional cost, each part shall
obtain for each policy of such insurance provisions permitting
waiver of any claim against the other party for loss or damage
within the scope of its insurance, and each party to such
extent permitted for itself and its insurers waives all such
insured claims against the other party.
6. MAINTENANCE AND REPAIRS. Tenant shall keep the leased premises
in good care during the term of this Lease and shall surrender
same with keys thereto at the end of the lease term in good
and clean condition, reasonable wear and tear and damage by
fire or other casualty excepted.
7. RIGHT OF ENTRY. Landlord shall have the right to enter the
leased premises at reasonable hours to examine the same, or to
install plumbing, electrical, telephone or mechanical lines,
or to make such repairs, additions or alterations as it shall
deem necessary, or to exhibit the same to prospective
purchasers, or to exhibit the premises beginning ninety (90)
days prior to the expiration of the lease term to
prospectives.
8. ASSIGNMENTS. Xxxxxxxx agrees that Tenant can assign or sublet
in whole or in part any portion of the premises. Any assignee
or sublessee must agree to abide by all of the terms of this
Lease, and Tenant shall not be relieved from any of its
obligations assumed under this Lease.
9. SUBORDINATION. Tenant agrees that its rights under this Lease
shall at all times by subordinated to the lien or any and all
mortgages, ground or underlying leases, or to the lien
resulting from any other method of financing or financing now
or hereafter in force against the land and/or building of
which the leased premises are a part provided that the
mortgagee or other lienholder shall agree
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that so long as the Tenant is not in default under the terms
hereof, Xxxxxx's rights under said Lease shall not be
disturbed and that if on account of foreclosure or sale
pursuant to the terms of any such security instruction the new
owner will attorn to the Tenant and complete the Landlord's
obligations under this Lease provided the Tenant is not then
and does not thereafter default under the terms hereof. Xxxxxx
agrees to execute any documents which may be required to
effectuate the subordination.
10. CONDEMNATION. If any time during the term of this Lease the
entire property or any such substantial part as may render it
unsuitable for its current use is taken for a public or
quasi-public use under statute or any right of eminent domain,
then in such event, when title vests in the condemning
authority, the term of this Lease shall immediately cease and
the Lease shall terminate. Tenant shall have no claim against
the award made to Landlord for such taking or against Landlord
for the value of any unexpected term of this Lease.
11. HOLD HARMLESS. Xxxxxx agrees to indemnify and save Landlord
harmless against any and all claims, demands, damages, cost
and expenses, including reasonable attorney's fees for the
defense thereof existing from the conduct of the management of
the business operated by Tenant to the leased premises or from
any breach or default on the part of Tenant of any covenant or
provision of this Lease or from any act of Tenant, its
employees or agents, and Xxxxxx agrees to defend any such
action or proceeding by counsel reasonably satisfactory to
Landlord. Landlord shall not be responsible for the
carelessness or negligence of other tenants. Xxxxxxxx agrees
to hold Tenant harmless for injury to any person by virtue of
any structural or other defect in the building occupied by
Xxxxxx.
12. DEFAULT. If Tenant shall fail to pay the base rent or any
additional rent as provided within this Lease or shall fail to
perform any of the covenants and agreements required under
this Lease, or if Tenant shall vacate or abandon the leased
premises prior to the expiration of the term of this Lease or
suffer the lease to be taken under any writ of execution, or
if a petition to bankruptcy, insolvency or for reorganization
is filed by or against Tenant, or if Tenant shall make an
assignment for the benefit of creditors, then in any of such
events, Landlord may deem Tenant to be in default under this
Lease and if such default is not remedied to Landlord's
satisfaction within fifteen (15) days after written notice of
such default is delivered to Tenant, Landlord may at its
option terminate this Lease and all rents then due and which
would become due during the remainder of the term, together
with such special damages that Landlord may suffer, shall
immediately become due and payable. Landlord shall also have
the right of re-entry and repossession of the leased premises
and may expel Tenant and remove all property therefrom with
the right to sell same and apply the proceeds against any
amounts due under this Lease. Landlord may at its option
without terminating this Lease have full right of entry and
may make such reasonable alterations and repairs as may be
needed in order to relet the leased premises or any part
thereof upon such rental, terms and conditions as it deems
advisable, and Tenant shall remain liable to Landlord for any
deficiency between the rent reserved hereunder
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for the remainder of the term and the rental, if any, obtained
by Landlord in reletting. The failure of Landlord to relet the
premises shall not in any way release or reduce Tenant's
liability.
13. ATTORNEY'S FEES. If Tenant defaults in the performance of any
of the covenants of this Lease and by reason thereof Landlord
employs the services of an attorney to enforce performance by
Xxxxxx, to evict Tenant, to collect monies due by Xxxxxx, or
to perform any service based upon said default, then the
Tenant shall pay a reasonable attorney's fee and all
reasonable expenses and costs incurred by Landlord pertaining
thereto.
14. NON-WAIVER. The failure of Landlord or Tenant to insist upon
strict performance of any of the terms, conditions and
covenants herein shall not be deemed to be a waiver of any
rights or remedies that Landlord or Tenant may have, and shall
not be deemed a waiver of any subsequent breach or default in
the term, conditions and covenants herein contained except as
may expressly be waived in writing.
15. HOLDING OVER. In the event Tenant shall continue to remain in
and occupy the premises with the consent of Landlord after the
expiration of the term of this Lease, such holding over shall
not be deemed in any way to be a renewal or extension of the
term of this Lease, but shall constitute a tenancy from month
to month only, subject to all the covenants and conditions of
this Lease, other than those relating to the term hereof, for
which tenancy Tenant agrees to pay Landlord a mutually agreed
upon month-by-month rental.
16. NON-EASEMENT. It is understood and agreed that this Lease does
not grant any rights to light and air over property adjoining
the land on which the leased premises are situated.
17. GENERAL.
A. This Agreement shall be governed by and construed
according to the laws of the State of South Carolina.
B. The captions and titles appearing within this Lease
are for reference only and shall not be considered a
part of this Lease or in any way to modify, amend or
affect the provisions thereof.
C. The proper grammatical changes shall be understood
and shall apply where necessary to designate the
plural rather than the singular and the masculine or
feminine gender.
D. This Lease may be recorded by either party. The cost
of South Carolina Documentary Stamp Taxes due shall
be paid by the Tenant.
E. This Lease dated October 18, 2001 sets forth all of
the covenants, premises, agreements, conditions and
understandings between Landlord
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and Xxxxxx, concerning the leased premises. No
subsequent alteration or amendment shall be binding
upon Landlord or Tenant unless reduced to writing and
signed by each party.
F. Landlord does not in any way or for any purpose
become a partner of Tenant in the conduct of its
business, or otherwise, or a joint venturer or a
member of a joint enterprise with Tenant.
G. The conditions, covenants and agreements contained in
this Lease shall be binding upon and inure to the
benefit of the parties hereto and their respective
successors, heirs, executors, administrators and
assigns. No rights, however, shall inure to the
benefit of any assignee of Tenant unless the
assignment to such assignee has been made in
accordance with the provisions set out in this Lease.
WITNESS LANDLORD: (T&L A PARTNERSHIP)
/s/ By:
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Title: General Partner
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WITNESS TENANT: (ADVANCED BIOSENSOR)
/s/ By: /s/ Xxxxxx X. Xxxxx
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Title: Chief Executive Officer
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