EXHIBIT 10.79
LEASE AGREEMENT
THIS LEASE AGREEMENT, made this 20(th) day of November, 1999, by and between
▇▇▇▇▇▇▇ FIRSTFIELD ASSOCIATES ("LANDLORD") and THERIMMUNE RESEARCH CORPORATION
("TENANT').
W I T N E S S E T H:
1. DEMISE OF PREMISES
Landlord hereby demises unto Tenant, and Tenant hereby leases from
Landlord for the terms and upon the conditions set forth in this Lease
30,600 square feet of space in the building located at ▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ "Building'), as set forth on Exhibit A,
hereto attached, said space being referred to as the "Premises."
2. TERM
The term of this Lease shall be for a period of 10 years, commencing on
the lst day of April, 2000, and terminating on the 31st day of March,
2010, with an option for an additional 5 years on the same terms and
conditions in this Lease, provided that Tenant shall have given the
Landlord written notice of Tenant's intention to do so at least six (6)
months prior to the expiration of this Lease and that Tenant is not in
default under this Lease.
Commencement of the Lease is contingent upon ▇▇▇▇▇▇▇ Firstfield
Associates and R.O.W. Sciences, Inc. agreeing to the termination of the
lease dated December 12, 1991, between ▇▇▇▇▇▇▇ Firstfield Associates
and R.O.W. Sciences, Inc. Should ▇▇▇▇▇▇▇ Firstfield Associates and
R.O.W. Sciences, Inc. fail to reach an agreement, then this Lease
between ▇▇▇▇▇▇▇ Firstfield Associates and TherImmune Research
Corporation is null and void.
3. RENT
The Tenant shall pay to the Landlord an annual rental (herein called
"Minimum Rent") in the amount of FIVE HUNDRED NINETY FIVE THOUSAND
SEVEN HUNDRED EIGHTY TWO and NO/100 DOLLARS ($595,782.00), subject to
adjustment as hereinafter set forth, payable without deduction or set
off in equal monthly installments of FORTY NINE THOUSAND SIX HUNDRED
FORTY EIGHT and 50/100 DOLLARS ($49,648.50) in advance, the first
installment of which is due and payable upon signing of the Lease and
upon commencement all subsequent installments due and payable on the
first day of each calendar month thereafter during the term of the
Lease until the total rent provided for herein is paid. No payment by
Tenant or receipt of Landlord of a lesser amount than a monthly
installment of rent herein stipulated, or endorsement or statement on
any check or any letter accompanying any check for payment as rent be
deemed an accord and satisfaction, and Landlord may accept such check
for payment without prejudice to Landlord's right to recover the
balance of such rent or pursue any other remedy provided for in this
Lease.
4. ADJUSTMENT OF MINIMUM RENT
The Minimum Rent shall be increased at the end of each lease year
during the term hereby by three percent (3%) of the rent then being
paid. There shall be no additional pass-throughs of increases in
operating expenses except for real taxes or as otherwise provided for
herein.
5. REAL ESTATE TAXES
In the event the real estate taxes levied or assessed against the land
and Building on which the Premises are a part in future tax years are
greater than the real estate taxes for the Base Year, the Tenant shall
pay within thirty (30) days after submission of the ▇▇▇▇ to Tenant for
the increase in real estate taxes, as additional rent, a proportionate
share of such increase, which proportionate share shall be computed at
100% of the increase in taxes, but shall exclude any fine, penalty, or
interest charge for late or non-payment of taxes by Landlord. The Base
Year shall be July 1, 1991, to June 30, 1992.
Any reasonable expense incurred by Landlord (including counsel fees) in
contesting any tax increase shall be included as an item of taxes for
the purpose of computing additional rent due Landlord. Landlord,
however, shall be under no obligation to contest any tax increase.
6. UTILITIES
Tenant shall be responsible for the payment of all utilities used or
consumed by the Tenant in and upon the Premises. Electric, Gas, and
Water shall be separately metered. In the event any utility service to
the Premises shall be interrupted for a period of more than two (2)
days due to the negligence or willful misconduct of Landlord, its
agents or servants, the Minimum Rent shall ▇▇▇▇▇ until such services
are fully rendered.
Landlord shall not be liable to Tenant for any damage or inconvenience
caused by the cessation or interruption of any utility service, or the
elevators in the Building, occasioned by fire, accident, strike or
other cause beyond Landlord's control.
7. USE OF PREMISES
Tenant shall use the Premises only for laboratory and office purposes,
and for no other purpose, except as approved by Landlord in advance, in
writing, which approval shall not be unreasonably withheld. Tenant
shall not make any use of the Premises which would disturb the quiet
enjoyment of the Landlord or other tenants in the Building or prejudice
or increase the fire insurance premium for the Building, and shall
comply with all laws and regulations of all governmental authorities
pertaining to Tenant's use of Premises.
8. WASTE REMOVAL
Tenant shall be responsible for removal of waste generated by Tenant's
operation. This includes waste service fees levied by local
jurisdictions.
9. HAZARDOUS MATERIALS
Tenant shall be permitted to store Hazardous Materials on the Premises
and shall comply with all laws and regulations of all governmental
authorities pertaining to Tenant's use of the Premises, including,
without limitation, all Environmental Laws (as hereinafter defined) and
laws pertaining to Hazardous Materials and Air and Water Quality. The
term "Hazardous Materials" means and includes any petroleum products
and/or any hazardous toxic or other dangerous waste, substance or
material defined as such in the Environmental Laws. The term
"Environmental Laws" means the Comprehensive Environmental Response,
Compensation and Liability Act, any "Superfund" or "Superlien" law, or
any other federal, state or local statute, law, ordinance, code,
regulation, order or decree regulating, relating to, or imposing
liability or standards of conduct concerning the use or storage of
Hazardous Materials. All such materials must be completely removed upon
expiration of this Lease, and any de-contamination
certificates required by the Landlord or any government authority must
be obtained and delivered to the Landlord.
Tenant shall obtain and maintain, in full force and effect, all
necessary government licenses, permits and approvals legally required
for materials used in the conduct of its business. If the presence of
any Hazardous Materials on the Premises caused or permitted by Tenant
results in any contamination of the Premises or any portion of the
Building or Common Areas, Tenant shall promptly take all actions, at
its sole expense, necessary to return the Premises to the condition
existing prior to the introduction of such Hazardous Materials,
provided that all such actions shall be subject to the approval of
Landlord, which approval shall not be unreasonably withheld.
At the Commencement Date of the Lease and on January 1 of each year
thereafter, Tenant shall disclose to Landlord the names and amounts of
all Hazardous Materials which are to be stored, used or disposed of on
the Premises.
Any Hazardous Materials stored or used on the Premises must not in any
way prejudice the Landlord's insurance or increase the fire hazards to
a greater extent than necessarily incident to the business for which
the Premises are leased.
10. LATE CHARGE
If any installment of rent accruing hereunder or any other sums payable
hereunder shall not be paid within fifteen (15) days after written
notice to Tenant, such installment and other sums shall he increased
without affecting Landlord's other rights under this Lease, by a late
charge of five percent (5%) of the delinquent installment. Anything
contained herein to the contrary notwithstanding.
11. REPAIRS AND MAINTENANCE
Landlord shall be responsible for all structural repairs, including
repairs to the roof and load-bearing walls of the Building, for
maintaining the parking area and sidewalks, including snow and ice
removal. The Tenant shall be responsible for the maintenance and repair
of the Premises and all fixtures, appliance, and equipment therein,
including, but not limited to, the Heating and Conditioning system.
Landlord will pay for major Heating and Air Conditioning component
replacement and all repairs to the heating and air conditioning system
in excess of Two Hundred Fifty Dollars ($250.00) per unit per
occurrence. Tenant shall provide its own char service. Landlord will
repair and replace any glass breakage, provided it is not the result of
the Tenant's willful or negligent act. Tenant, at its sole expense,
shall keep all Tenant fixtures and equipment in the Premises in safe
and sanitary condition and good order and repair, together with related
plumbing, electrical or other utility service, whether installed by
Tenant or by Landlord on Tenant's behalf. Tenant shall pay for all
damage to the Building and any fixtures and appurtenances related
thereto due to the malfunction, lack of repair, or improper
installation of the Tenant's fixtures and equipment.
12. LANDLORD'S WORK PRIOR TO COMMENCEMENT OF TERM
Landlord shall make the following improvements to the lower level of
the Premises prior to the commencement of the term of the Lease:
Construction in accordance with Exhibit A.
13. TENANT ALTERATIONS
All alterations, improvements, or additions to the demised Premises to
be made by Tenant shall be subject to the written consent of the
Landlord, which consent shall not be unreasonably withheld, provided
such alterations and improvements do not weaken the
structural integrity of the Building or detract from its dignity and/or
uniformity. All alterations and improvements and/or additions made by
Tenant shall remain upon the
Premises at the expiration or earlier termination of this Lease and
shall become the property of the Landlord, unless Landlord shall, at
the time of approval of the alteration, provide written notice to
Tenant to remove the same, in which event Tenant shall remove such
alterations, improvements and/or additions, and restore the Premises to
the same order and condition in which it was at the commencement of
this Lease, reasonable wear and tear and unavoidable casualty excepted.
Should Tenant fail to do so, Landlord may do so, collecting the
reasonable cost and expense thereof from Tenant as additional rent.
14. TRADE FIXTURES
All trade fixtures, telephone equipment, and apparatus installed by
Tenant in the Premises shall remain the property of Tenant and shall be
removed at the expiration or earlier termination of this Lease and,
upon such removal, Tenant shall repair any damage caused by the removal
and shall promptly restore the Premises to their good order and
condition. Any such trade fixture not removed prior to such termination
shall be considered abandoned property, but such abandonment shall not
release Tenant of its obligation to pay for the cost of removing such
trade fixtures and repairing any damage caused by the removal.
15. QUIET ENJOYMENT
Landlord covenants that, upon payment of the rent herein provided and
performance by the Tenant of all other covenants herein contained,
Tenant shall and may peaceably and quietly have, hold and enjoy the
Premises for the term hereof and options.
16. SURRENDER OF PREMISES
Upon the expiration or termination of this Lease, Tenant shall quit and
surrender the Premises to the Landlord broom clean and shall remove all
of its property therefrom. If the removal of any such property shall
result in damaging the premises, or leaving any holes in the floors,
walls or ceiling therein, the Tenant shall make the appropriate repairs
with Landlord approved building materials prior to the expiration of
this lease. The obligation of this paragraph shall survive the
termination of the Lease.
17. INSURANCE
Tenant covenants and agrees to maintain and carry, at all times during
the term of this Lease, in companies qualified and authorized to
transact business in the State of Maryland, general liability insurance
in amounts of $500,000 per person, $1,000,000.00 per occurrence and
$100,000.00 for damage to property on the Premises or arising out of
the use thereof by Tenant or its agents. All policies of insurance
shall provide that they may not he canceled, except on thirty (30) days
written notice to Landlord, and all such policies shall name Landlord
as an additional insured.
Prior to commencement, Tenant shall furnish Landlord with satisfactory
proof that the insurance herein provided for is at all times in full
force and effect. If either party hereto is paid any proceeds under any
policy of insurance naming such party as an insured on account of any
loss, damage or liability, then such party hereby releases the other
party to (and only to) the extent of the amount of such proceeds, from
any and all liability for such loss or damage, notwithstanding
negligent or intentionally tortuous act or omission of the other party,
its agents or employees; provided, such release shall be effective only
as to a loss of damage occurring while the appropriate policy of
insurance of the releasing party provides that such release shall not
impair the effectiveness of such policy or the insured's ability to
recover thereunder. Each party hereto shall use reasonable efforts to
have a clause to such effect included in its said policies, and shall
promptly notify the other in writing if such clause cannot be included
in any such policy.
18. INDEMNIFICATION
Tenant shall indemnify and hold harmless the Landlord from, and name
LANDLORD as additional insured on policy regarding, any and all
liability, damage, expense, cause of action, or claims arising out of
injury to persons or to property on the Premises, except for the
negligence or willful misconduct of Landlord, its agents, employees, or
servants.
19. DAMAGE BY FIRE OR CASUALTY
(a) If the Premises are damaged by fire or other casualty, but are
not thereby rendered untenantable in whole or in part,
Landlord, at its own expense, and subject to the limitations
set forth in this Lease, shall cause such damage to be
repaired and the Minimum Rent and Additional Rent shall not be
abated.
If, by reason of any damage or destruction, the Premises shall
be rendered untenantable in whole or in part and cannot be
repaired and made tenantable within sixty (60) days after such
damage: (i) Landlord, at its option and its own expense, may
cause the damage to be repaired and the Minimum Rent and
Additional Rent shall be abated proportionately as to the
portion of the Premises rendered untenantable while it is
untenantable; or (ii) Landlord shall have the right, to be
exercised by notice in writing delivered to Tenant within
thirty (30) days of the occurrence of such damage or
destruction, to terminate this Lease, whereupon the Minimum
Rent and Additional Rent shall be adjusted as of the date of
such termination.
(b) In the event that twenty-five percent (25%) or more of the
rentable floor area of the Building shall be damaged or
destroyed by fire or other cause, notwithstanding that the
Premises may be unaffected by such fire or other damage,
Landlord shall have the right, to be exercised by notice in
writing delivered to Tenant within thirty (30) days after such
occurrence, to terminate this Lease. Upon the giving of such
notice, the Minimum Rent and Additional Rent shall be adjusted
as of the date of termination and this Lease shall thereupon
terminate.
20. ASSIGNMENT OR SUBLETTING
Tenant acknowledges that Landlord has entered into this Lease because
of Tenant's financial strength, goodwill, ability and expertise and
that accordingly, this lease is personal to Tenant. Taking this into
consideration, tenant shall not assign, mortgage, sublet, pledge or
encumber this Lease, in whole or in part, except with the written
consent of the Landlord, which shall not be unreasonably withheld or
delayed. Tenant agrees that, in the event of any such assignment or
subletting, Tenant shall nevertheless remain liable for the performance
of all terms, covenants, and conditions of this Lease.
21. SUBORDINATION AND ATTORNMENT
This Lease shall be subject to and subordinate at all times to the lien
of any mortgage and/or deeds of trust and all land leases now or
hereafter made on any portion of the Premises, and to all advances
thereunder, provided the mortgagee or trustee named in said mortgage or
deed of trust shall agree to recognize this Lease and agrees, in the
event of foreclosure, not to disturb the Tenant's possession hereunder,
provided Tenant is not in default under this Lease. This subordination
shall be self-operative and no further instrument of subordination
shall be required.
If any proceedings are commenced to foreclose any mortgage or deed of
trust encumbering the Premises, Tenant agrees to attorn to the
purchaser at the foreclosure sale, if requested to do so by any such
purchaser, and to recognize such purchaser as the Landlord under this
Lease, provided purchaser shall agree that Tenant's rights hereunder
shall not he disturbed so long as Tenant has not committed any event of
default as to which the applicable cure period has not expired.
22. CONDEMNATION
(a) If the whole of the Premises shall be taken by any public or
quasi-public authority under the power of eminent domain,
condemnation or conveyance in lieu thereof, then this Lease
shall terminate as of the date on which possession of the
Premises is required to be surrendered to the condemning
authority and the Tenant shall have no claim against Landlord
or the condemning authority for the value of the unexpired
term of this Lease. Tenant shall have the right to claim,
however, the unamortized cost of any improvements or additions
made to the Premises by Tenant at its cost, the value of any
Tenant fixtures and furnishings and any moving expenses.
(b) If a portion of the Premises shall be so taken or conveyed,
and if such partial taking or conveyance shall render the
Premises unsuitable for the business of the Tenant, then the
term of this Lease shall cease and terminate as of the date on
which possession of the portion of the Premises is surrendered
to the condemning authority, and Tenant shall have no claim
against Landlord or the condemning authority for the value of
any unexpired term of this Lease.
In the event such partial taking or conveyance is not
extensive enough to render the Premises untenantable for the
business of Tenant, this Lease shall continue in full force
and effect, except that the Minimum Rent shall be reduced in
the same proportion that the floor area of the Premises so
taken or conveyed bears to such floor area immediately prior
to taking or conveyance.
In the event of such partial taking and continuation of Lease,
Landlord shall promptly restore the Premises as nearly as
practical to the condition comparable to that which existed
prior to the condemnation.
23. EVENTS OF DEFAULT
The occurrence of any of the following shall constitute an event of
default hereunder:
(a) Failure of Tenant to pay installment of rent hereunder within
ten (10) days of the due date, or failure of Tenant to pay
within twenty (20) days after receipt of written notice any
other sum herein required to be paid by Tenant.
(b) Tenant's failure to perform any other covenant or condition of
this Lease within thirty (30) days after receipt of written
notice and demand, unless the failure is of such a character
as to require more than thirty (30) days to cure in which
event Tenant's failure to proceed diligently to cure such
failure shall constitute an event of default.
24. LANDLORD'S REMEDIES
Upon the occurrence of any event of default, Landlord may, at
Landlord's sole option, exercise any or all of the following remedies,
together with any such other remedies as may be available to Landlord
at law or in equity.
(a) Landlord may terminate this Lease by giving Tenant written
notice of its election to do so, as of a specified date not
less than thirty (30) days after the date of the giving of
such notice and this Lease shall then expire on the date so
specified, and Landlord shall then be entitled to immediately
regain possession of the Premises as if the date had been
originally fixed as the expiration date of the term of this
Lease. Landlord may then re-enter upon the Premises, either
with or without due process of law, and remove all persons
therefrom, the statutory notice to quit or any other notice to
quit being hereby expressly waived by Tenant. Tenant expressly
agrees that the exercise by Landlord of the right of re-entry
shall not be a bar to or prejudice in any way other legal
remedies available to Landlord. In that event, Landlord shall
he entitled to recover from Tenant as and for liquidated
damages an amount equal to the rent and additional rent
reserved in this Lease less any and all amounts received by
Landlord from the rental of the Premises to another tenant.
Nothing herein contained, however, shall limit or prejudice
the right of Landlord to prove for and obtain as liquidated
damages, by reason of such termination, an amount equal to the
maximum allowed by any statute or rule of law in effect at the
time when, and governing the proceedings in which such damages
are to be proved, whether or not such amount may be greater,
equal to, or less than the amount of the difference referred
to above, and the Landlord may, in his own name, but as agent
for Tenant, re-let the Premises. Any recovery by the Landlord
shall be limited to the rent hereunder (plus any costs
incurred in re-letting) less any rent actually paid by the new
tenant.
(b) No termination of this Lease or any taking of possession of
the Premises shall deprive Landlord of any of its remedies or
actions against Tenant for past or future rent, nor shall the
bringing of any action for rent or breach of covenant, or the
resort to any other remedy herein provided for the recovery of
rent, be construed as a waiver of the right to obtain
possession of the Premises.
(c) In addition to any damages becoming due under this paragraph,
Landlord shall be entitled to recover from Tenant and Tenant
shall pay to Landlord an amount equal to all expenses,
including attorneys' fees, if any, incurred by the Landlord in
recovering possession of the Premises, and all reasonable
costs and charges for the care of said Premises while vacant,
which damages shall be due and payable by Tenant to Landlord
at such time or times as such expenses are incurred by the
Landlord.
(d) In the event of a default or threatened default by Tenant of
any of the terms or conditions of this Lease, Landlord shall
have the right of injunction and the right to invoke any
remedy allowed by law or in equity as if no specific remedies
of Landlord were set forth in this Lease.
(e) If default be made and a compromise and settlement shall be
had thereupon, it shall not constitute a waiver of any
covenant herein contained, nor of the Lease itself.
25. RIGHTS OF LANDLORD
Landlord reserves the following rights with respect to the Premises:
(a) During normal business hours, upon 24 hours notice, to go upon
and inspect the Premises, and at Landlord's option, to make
repairs, alterations and additions to the Premises or the
Building of which the Premises are a part, provided there is
no interference with Tenant's occupancy. An Agent of the
Tenant may be present for inspection, if requested by Tenant.
(b) To display, within sixty (60) days prior to the expiration of
this Lease or after notice from either party of intention to
terminate this Lease, a "For Rent" sign, and all of said signs
which shall be placed upon such part of the Premises as
Landlord shall determine, except on doors leading into the
Premises. Prospective purchasers or tenants authorized by
Landlord may inspect the Premises during normal business hours
following adequate notice to Tenant.
(c) To install, place upon, or fix to the roof and exterior walls
of the Premises, equipment, signs, displays, antennae, and any
other object or structure of any kind, providing the same
shall not materially impair the structural integrity of the
Building or interfere with Tenant's occupancy.
26. HOLDING OVER
It Tenant holds possession of the Premises after the termination of
this Lease or any renewal or extension thereof, Tenant shall become a
Tenant from month to month at 125% of the then current escalated rental
rate.
27. WAIVER OF CLAIMS
Except as may result from their negligence, Landlord and Landlord's
agents, employees, and contractors shall not be liable for, and Tenant
hereby releases all claims for, damages to persons or property
sustained by Tenant (or any person claiming through Tenant) resulting
from any fire, accident, occurrence or condition in or upon the
Premises or Building, including but not limited to such claims for
damage resulting from (1) any defect in or failure of plumbing, heating
or air-conditioning equipment, electric wiring or installation thereof,
water pipes, stairs, railings or walks; (2) any equipment or apparatus
becoming out of repair (3) the bursting, leaking or running of any
tank, washstand, water closet, waste pipe, drain or any other pipe or
tank, upon or about such building or premises; (4) the backing up of
any sewer pipe or downspout; (5) the escape of steam hot water; (6)
water, snow or ice being upon or coming through the roof of any place
upon or near the Building or Premises or otherwise; (7) the falling of
any fixtures, plaster or stucco; (8) broken glass; and (9) any act or
omission of occupants of adjoining or contiguous property of buildings.
28. NOTICE
All notices required under this Lease shall be given in writing and
shall be deemed to be properly serviced if sent by certified or
registered United States Mail, postage prepaid, as follows:
If to the Landlord: ▇. ▇. ▇▇▇▇▇▇▇ Construction Co.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to the Tenant: TherImmune Research Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
or to such other address as either may have designated from time to
time by written notice to the other. The date of service of such
notices shall be the date such notices are deposited in any United
States Post Office.
29. COVENANTS OF TENANT
Tenant covenants and agrees:
(a) To give to Landlord prompt written notice of any accident,
fire, or damage occurring on or to the Premises.
(b) To keep the thermostats in the Premises set at a temperature
sufficient to prevent freezing of water pipes, fixtures and
HVAC units.
(c) To keep the Premises clean, orderly, sanitary, and free from
all objectionable odors and from insects, vermin and other
pests.
(d) To comply with the requirements of the State, Federal and
County statutes, ordinances, and regulations applicable to
Tenant and its use of the Premises, and to save Landlord
harmless from penalties, fines, costs, and expenses resulting
from failure to do so, provided Tenant shall not be obligated
to make structural repairs or alterations to so comply.
(e) Tenant shall promptly pay all contractors, suppliers of
material and persons it engages to perform work and provide
materials for construction work on the Premises so as to
minimize the possibility of a lien attaching to the Premises.
Should any such lien be made or filed, Tenant shall cause the
same to be discharged and released of record by bond or
otherwise within ten (10) days of receipt of written request
from Landlord.
30. LANDLORD'S RIGHT TO ALTER SITE PLAN
LANDLORD shall, from time to time, have the right to alter or modify the site
plan of the Building and to rearrange the driveways and parking areas, as well
as the entrance and exits to the Premises.
31. PARKING SPACES
LANDLORD agrees to furnish 3 1/3 unreserved parking spaces per thousand
square feet of space occupied by the TENANT.
32. ENTIRE AGREEMENT
This Lease contains the entire agreement of the parties. There are no
oral agreements existing between them.
33. SUCCESSORS AND ASSIGNS
This Lease, and the covenants and conditions herein contained shall
inure to the benefit of and be binding upon the Landlord, its
successors and assigns, and shall inure to the benefit of and be
binding upon the Tenant, its successors and assigns, if permitted.
34. BANKRUPTCY
If Tenant shall make an assignment of its assets for the benefit of
creditors, or if Tenant shall file a voluntary petition in bankruptcy,
or if any involuntary petition in bankruptcy or for receivership be
instituted against the Tenant and the same be not dismissed within
thirty (30) days of the filing thereof, or if Tenant shall be adjudged
bankrupt, then and in any of said events, this Lease shall immediately
cease and terminate at the option of the Landlord with the same force
and effect as though the date of said event was the date herein fixed
for expiration of the term of this Lease.
35. NON-DELIVERY
In the event the Landlord shall be unable to give possession of the
Premises because construction of the Building is not complete or for
any other cause reasonably beyond the control of the Landlord, the
Landlord shall not be liable to Tenant for any damage resulting from
failure to give possession.
36. PARTIAL INVALIDITY
If any term, covenant, or condition of this Lease or the application
thereof to any person or circumstance shall be held to be invalid and
unenforceable, the remainder of this Lease, and the application of such
terms, covenants, or conditions shall be valid and enforceable to the
fullest extent permitted by law.
37. FORCE MAJEUR
With the exception of those provisions contained herein regarding the
payment of rent, the inability of either party to perform any of the
terms, covenants or conditions of this Lease shall not be deemed a
default if the same shall be due to any cause beyond the control of
that party.
38. ESTOPPEL CERTIFICATE
The Tenant shall from time to time, within five (5) days after being
requested to do so by the Landlord or any Mortgagee, execute,
acknowledge and deliver to the Landlord (or, at the Landlord's request,
to any existing or prospective purchaser, transferee, assignee or
Mortgagee of any or all of the Premises) an instrument in recordable
form, certifying (a) that this Lease is unmodified and in full force
and effect (or, if there has been any modification thereof, that it is
in full force and effect as so modified, stating therein the nature of
such modification); (b) as to the dates to which the Minimum Rent and
other charges arising hereunder have been paid; (c) as to the amount of
any prepaid Rent or any credit due to the Tenant hereunder; (d) that
the Tenant has accepted possession of the Premises, and the date on
which the Term commenced; (e) as to whether, to the best knowledge,
information and belief of the signer of such certificate, the Landlord
or the Tenant is then in default in performing any of its obligations
hereunder (and, if so, specifying the nature of each such default); and
(f) as to any other fact or condition reasonably requested by the
Landlord or such addressee. In the event the Tenant fails or refuses to
provide such a certificate, Tenant shall be liable to Landlord for any
loss or damage (including reasonable counsel fees) arising out of or in
connection with such failure or refusal.
IN WITNESS WHEREOF, the parties have caused this Lease Agreement to he executed
on the year and date first written.
WITNESS: LANDLORD:
▇▇▇▇▇▇▇ FIRSTFIELD ASSOCIATES
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------- ------------------------------
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
___________________________________
WITNESS: TENANT:
THERIMMUNE RESEARCH CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. Angle, Jr.
-------------------------------- ------------------------------
By: ▇▇▇▇▇▇ ▇. Angle, Jr.
------------------------------
