Date: ____________________, 19___ (as per Section 30(a)
Landlord: Nairn Great Valley, Inc. a Delaware corporation
Tenant: APOLLON, INC., a PENNSYLVANIA CORPORATION
Building: One Great Valley Parkway, Malvern, Pennsylvania
Premises: 21,347 square feet of space in the Building to be known
as Suite _____ as more particularly identified in
EXHIBIT A attached hereto and incorporated herein
Commencement
Date: THIRTY (30) days after Xxxxxxxx's execution and
acceptance of this Lease
Period Of Lease: SIXTY-TWO (62) months
Minimum Annual Rent: SEE RIDER_______ and _____/100 Dollars
($ )
Monthly Installments: SEE RIDER_______ and _____/100 Dollars
($ )
Tenant Allowance: ($ -O- )
Security Deposit: $
Tenant's
Proportionate Share: 35.064%
Permitted Use: OFFICE AND LABORATORY USE [General office and warehouse
purposes unless otherwise specified]
Addresses: Property Manager:
Landlord: Nairn Great Valley, Inc. Xxxxx & Xxxxx, Agent for
c/o Aegis Property Group Nairn Great Valley, Inc.
Suite 2144 000 X. Xxxxxxxxxx Xx.
000 Xxxxx Xxxxx Xxxxxx Xxxxx 0000
Xxxxxxxxxxxx, XX 00000 Xxxxx, XX 19087
Tenant: APOLLON, INC.
000 XXXXX XXXXXX XXXX.
MALVERN, PA 19355
ATTN: GENERAL COUNSEL
Listing Broker: CB Commercial Real Estate Group, Inc.
000 Xxx Xxxx, Xxxxx 000
Xxxxx, XX 00000-5612
Co-Broker: SOURCE REALTY
000 XXXX XXXXXX XXXX, XXXXX 0000
XXXXX, XX 00000
This Term Sheet is an integral part of and is incorporated in the Lease
Agreement attached hereto.
Landlord:
Nairn Great Valley, Inc.
Date signed:JULY 8, 1992 By:/S/ XXXX X. XXXXXX
Name:XXXX X. XXXXXX
Attest:[ILLEGIBLE SIGNATURE] Title:PRESIDENT
Tenant: Apollon, Inc .
Date signed:24TH JUNE 1992 By:/S/ XXXXXXX X. XXXXXXXX,XX.
Name:XXXXXXX X. XXXXXXXX, XX.
Attest:/S/ M A SINQUETT Title:PRESIDENT
LEASE AGREEMENT
SECTION 1. DEFINITIONS. The definitions set forth in the preceding Term
Sheet shall apply to the same capitalized terms appearing in this Lease
Agreement. Additional definitions are contained in Section 30 and throughout
this lease.
SECTION 2. PREMISES. Landlord hereby demises and leases the Premises to
Tenant and Tenant hereby leases and takes the Premises from Landlord for the
Term (defined in Section 4) and upon the terms, covenants, conditions, and
provisions set forth in this Flex Space Lease, including the Term Sheet and
Lease Agreement. The Tenant's interest in the Premises as tenant shall include
the right, in common with Landlord and other occupants of the Building, to use
driveways, sidewalks and loading and parking areas, lobbies, hallways and other
facilities which are located within the Property (defined in Section 30) and
which are designated by Landlord from time to time for the use of all of the
tenants of the Building.
SECTION 3. COMPLETION OF PREMISES. The premises shall be delivered to
tenant in accordance with the plans attached hereto as EXHIBIT B (herein called
the "Plans") and the specifications attached hereto as EXHIBIT C (herein called
the "Specifications"). All necessary demolition shall be commenced promptly
following Xxxxxxxx's execution and acceptance of this Lease and shall be
substantially completed on the Commencement Date set forth in the Term Sheet.
Landlord shall at its own cost and expense, obtain all permits, licenses and
approvals necessary for such demolition. Provided, however, that the time for
substantial completion of the Premises shall be extended for additional periods
of time equal to the time lost by Landlord or Landlord's contractors,
subcontractors or suppliers due to: strikes or other labor troubles; delays in
Tenant's selection of materials, plans or specifications; governmental
restrictions and limitations: scarcity; unavailability or delays in obtaining
fuel, labor or materials; war or other national emergency; accidents; floods;
defective materials; fire damage or other casualties; adverse weather
conditions; the inability to obtain building or use and occupancy permits; or
any cause similar or dissimilar to the foregoing which is beyond the reasonable
control of Landlord or Landlord's contractors, subcontractor or supplier.
Tenant and its authorized agents, employees and contractors shall have the
right, at Xxxxxx's own risk, expense and responsibility, at all reasonable times
prior to the Commencement Date as hereinafter defined, to enter the Premises for
the purpose of taking measurements and installing its furnishings and equipment;
provided that Tenant, in so doing, shall not interfere with or delay the work to
be performed hereunder by Xxxxxxxx, and Tenant shall use contractor and workmen
compatible with the contractors and workmen engaged in the work to bc performed
hereunder by Xxxxxxxx, and Xxxxxx shall have obtained Xxxxxxxx's written consent
to installing any furnishings or equipment.
SECTION 4. TERM. The term of this lease shall commence on the
Commencement Date. Following the Commencement Date, the term of this Lease
shall, unless sooner terminated as expressly provided in this Lease, continue
until the date of expiration of the period specified as the Period of Lease on
the Term Sheet plus the number of days which remain until and including the last
day of the calendar month in which such period expires (the "Expiration Date").
The period between the Commencement Date and the Expiration Date and any agreed
extensions thereof shall be referred to in this Lease as the "Term". Upon
request of the Landlord, Xxxxxx shall enter into a memorandum agreement
stipulating the actual Commencement Date and Expiration Date of the Term.
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SECTION 5. USE OF PREMISES. Tenant shall occupy the Premises throughout
the Term and shall use the same for, and only for, the Permitted Leases
specified on the Term Sheet. The Building is designed to normal building
standards for floor-loading capacity. Tenant shall not use the Premises in such
ways which, in Landlord's judgment, exceed such load limits.
SECTION 6. RENT. Unless otherwise specifically requested by Landlord at
any time, Minimum Annual Rent, additional rent and any other rent or other sums
due under this Flex Space Lease shall be paid and delivered to the Property
Manager, as agent for Landlord, at the address given in the Term Sheet, in the
amounts, time and manner more particularly provided in this Lease Agreement.
(a) MINIMUM ANNUAL RENT. Tenant shall pay, throughout the Term,
Minimum Annual Rent in the amount specified on the Term Sheet, without notice or
demand and without setoff or deduction, in equal monthly installments equal to
one-twelfth of the Minimum Annual Rent (specified as Monthly Installments on the
Term Sheet), in advance, on the first day of each calendar month during the
Term. If the Commencement Date falls on a day other than the first day of a
calendar month, the Minimum Annual Rent shall be apportioned on a per diem basis
for the period between the Commencement Date and the first day of the first full
calendar month in the Term and such apportioned sum shall be paid on the
Commencement Date.
(b) ADDITIONAL RENT. Tenant shall pay to Landlord, as additional
rent, in the manner more particularly set forth below, Xxxxxx's pro rata share
of annual operating costs for the Property:
(i) ANNUAL OPERATING COSTS. The term "annual operating costs"
shall mean all reasonable costs Landlord actually incurs
from owning, operating and maintaining the Building and the
lot or tract of land on which it is situated (the
"Property") as determined under generally accepted
accounting principles consistently applied. Annual
operating costs shall include, by way of example rather than
limitation: insurance premiums; fees; Impositions (defined
below); costs for repairs, maintenance and service
contracts; management fees (if there is no managing agent
for the Property, if the managed agent is affiliated with
Landlord, management fees will not be more than those
customarily charged for management of a first class office
building by an independent managing agent in Malvern,
Pennsylvania); governmental permits fees; costs of
compliance with governmental orders and regulations;
administrative and overhead expenses; costs of furnishing
water, sewer, gas, fuel, and other utility services, for use
in common areas of the Building and Property; and the cost
of janitorial service and trash removal; EXCLUDING, however,
from annual operating costs the following: costs which are
treated as capital expenditures under generally accepted
accounting principles; mortgage debt or ground rents
incurred by Landlord as owner of the Property; income,
excess profits, corporate capital stock or franchise tax
imposed or assessed upon Landlord, unless such tax or any
similar tax is levied or assessed, in lieu of all or any
part of any
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currently existing Imposition or an increase in any
currently existing Imposition; repairs or other work
occasioned by fire, windstorm or other casualties or hazards
to the extent covered by insurance; leasing commissions,
advertising expenses and other expenses incurred in leasing
or procuring new tenants; repairs or rebuilding necessitated
by condemnation; salaries of executives above grade of
superintendent; cost of correcting structural defects;
fines, penalties, judgments, legal fees or court costs
incurred for violation of laws, ordinances or regulations by
Landlord; electricity metered to Tenants in the Building;
expenses for painting, redecorating and other work which
Landlord, at its expense, performs for other Tenants; and
cost of complying with regulations, ordinances and laws
governing disposal of hazardous materials present at the
Property prior to the date of this Lease. "Impositions"
shall mean all levies, taxes, assessments, charges, imposts,
and burdens, of whatever kind and nature, ordinary and
extraordinary, which are assessed or imposed during the Term
by any federal, state or municipal government or public
authority or under any law, ordinance or regulation thereof
or pursuant to any recorded covenants or agreements upon or
with respect to the Property or any part thereof, any
improvements thereto, any personal property necessary to the
operation thereof and owned by Landlord or this Lease. If
under the requirements of any state or local law, a new
Imposition is imposed upon Landlord which Xxxxxx is
prohibited by law from paying, Landlord may, as its
election, terminate this Lease by giving written notice
thereof to Tenant.
(ii) COMPUTATION OF TENANT'S SHARE OF ANNUAL OPERATING COSTS.
After the end of each calendar year of the Term, Landlord
shall compute and submit to Tenant the annual operating
costs for such calendar year. "Tenant's share of the annual
operating costs" for such calendar year shall be [A] the
annual operating costs for the Building divided by [B] the
greater of (x) 90% of the net rentable area in the Building
or (y) the total net rentable area in the Building which is
actually leased; multiplied by [C] Tenant's Proportionate
Share as specified in the Term Sheet but in no event shall
the operation of this section yield greater than 100% of
operating costs.
(iii) TIMING OF ADDITIONAL RENT PAYMENT. Tenant shall pay the
additional rent due hereunder within fifteen (15) days after
submission of Xxxxxxxx's invoice to Tenant. However, if
Landlord so elects, Landlord may, from time to time during
the Term, reasonably estimate the additional rent which may
become due hereunder with respect to any calendar year and
require Tenant to pay to Landlord, at the time monthly
installments of Minimum Annual Rent are due, an amount equal
to the sum
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obtained by dividing the Landlord's estimate of
additional rent for a calendar year by the number of months
remaining in such calendar year. Landlord shall cause the
actual amount of Tenant's share of the annual operating
costs to be computed and certified and delivered to Tenant
within one hundred and twenty (120) days following the end
of any calendar year in which monthly installments are
required, whereupon either [A] Tenant shall, within ten (10)
days of receipt of the certificates, pay to Landlord the
amount by which Xxxxxx's actual additional rent obligation
for such calendar year exceeds Landlord's estimated
additional rent previously paid by Tenant or [B] Landlord
shall apply as a credit against future payments of Minimum
Annual Rent or additional rent any amount by which
Xxxxxxxx's estimated payments of additional rent paid by
Xxxxxx during the calendar year exceed the actual additional
rent certified by Landlord. If only part of a calendar year
falls within the Term, the amount computed as additional
rent with respect to such calendar year shall be prorated so
that Tenant pays additional rent only for the portion of the
calendar year falling within the Term. The expiration of
the Term prior to the end of a calendar year shall not
impair Xxxxxx's obligation to pay prorated additional rent
for the period during the Term. Premature expiration of the
Term due to an event of default shall not effect Tenant's
obligation to pay additional rent for the period of the
originally intended Term. Tenant shall make all payments of
additional rent without delay, and regardless of either
dispute over the amount of additional rent which is due or
the Tenant's desire to inspect Landlord's books and records.
(iv) BOOKS AND RECORDS. Tenant shall have the right to inspect
Landlord's books and records used in calculating the annual
operating costs within sixty (60) days of receiving
Landlord's annual operating costs certification. Inspection
may only be made during regular business hours after having
given Landlord at least forty-eight (48) hours prior written
notice.
SECTION 7. INSURANCE.
(a) LIABILITY. Tenant, at Tenant's sole cost and expense, shall
maintain and keep insurance in effect throughout the Term against liability for
bodily injury (including death) and property damage in or about the Premises or
the Property under a policy of comprehensive general public liability insurance,
with such limits as to each as may be reasonably required by Landlord from time
to time, but not less than property damage on or about the Premises or the
Property under a policy of comprehensive general public liability insurance,
with such limits as to each as may be reasonably required by Landlord from time
to time, but not less than $500,000 for each person and $1,000,000 for each
occurrence of bodily injury (including death) and $500,000 for property damage.
The policies of comprehensive general public liability insurance shall name
Landlord and Xxxxxx (and if requested, any mortgagee of Landlord) as the insured
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parties. Each such policy shall provide that it shall not be cancelable without
at least thirty (30) days prior written notice to Landlord and to any mortgagee
named in an endorsement thereto and shall be issued by an insurer and in a form
satisfactory to Landlord. At least ten (10) days prior to the Commencement
Date, and thereafter at least ten (10) days prior to the expiration of any
existing policy and otherwise upon Landlord's reasonable request, a certificate
of insurance shall be delivered to landlord proving compliance with the
foregoing requirements. If Tenant shall fail, refuse or neglect to obtain or to
maintain any insurance that it is required to provide or to furnish landlord
with satisfactory evidence of coverage on any such policy upon ten (10) days
prior written notice, Landlord shall have the right to purchase such insurance.
All payments made by Landlord for such insurance shall be recoverable by
Landlord from Tenant, together with interest thereon, as additional rent
promptly upon demand. Landlord shall maintain and keep in full force and effect
throughout the Term (i) hazard insurance on the Building written on an "all
risks" form in an insured amount of not less than the full replacement cost of
the Building, and (ii) public liability insurance with minimum limits of
$1,000,000 per person and $1,000,000 per occurrence for personal injury and
$1,000,000 for property damage.
(b) WAIVER OF SUBROGATION. The parties to this Lease each release
the other, to the extent of the releasing party's insurance coverage, from any
and all liability for any loss or damage covered by such insurance which may be
inflicted upon the property of such party even if such loss or damage shall be
brought about by the fault or negligence of the other party, its agents or
employees. If any policy does not permit such a release of liability and a
waiver of subrogation, and if the party to benefit therefrom requests that such
a waiver be obtained, the other party agrees to obtain an endorsement to its
insurance policies permitting such waiver of subrogation if it is available. If
an additional premium is changed for such waiver, the party benefiting therefrom
agrees to pay the amount of such additional premium promptly upon demand. In
the event a party is unable to obtain such a waiver, it shall immediately notify
the other party of its inability. In the absence of such notifications, each
party shall be deemed to have obtained such waiver of subrogation.
(c) INCREASE OF PREMIUMS. Tenant will not do anything or fail to do
anything which will cause the cost of Landlord's insurance to increase or which
will prevent Landlord from procuring insurance (including but not limited to
public liability insurance) from companies, and in a form, satisfactory to
Landlord. If any breach of this subsection (c) by Tenant shall cause the rate
of fire or other insurance to be increased, Tenant shall pay the amount of such
increase as additional rent promptly upon demand.
SECTION 8. REPAIR AND MAINTENANCE.
(a) Except as specifically otherwise provided in Paragraphs (b) and
(c) of this Section and unless resulting from the negligence of Landlord or
another tenant in the Building, Tenant, at its sole cost and expense and
throughout the term of this lease, shall keep and maintain the Premises and its
systems in good order and condition, free of accumulation of dirt and rubbish,
and shall promptly make all repairs necessary to keep and maintain such good
order and condition, whether such repairs are interior or exterior, ordinary or
extraordinary, foreseen or unforeseen. Tenant shall not use or permit the use
of any portion of the Property for outdoor storage. When used in this Section
8, the term "repairs" shall include replacements and renewals where necessary.
All repairs made by Tenant shall utilize materials and equipment which are at
least equal in
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quality and usefulness to those originally used in constructing
the Building and Premises. Without limitation of the foregoing, Tenant shall
maintain all HVAC systems appurtenant to the Premises using a service firm(s)
acceptable to Landlord which shall provide service and maintenance in accordance
with the manufacturer's recommendations and shall provide a copy of the contract
to Landlord.
(b) Landlord shall, throughout the Term of this lease and at
Landlord's sole cost and expense, make all necessary repairs to the footings and
foundations and the structural steel columns and girders forming a part of the
Premises; provided, however, that Landlord shall have no responsibility to make
any repair unless and until Landlord receives written notice of the need for
such repair.
(c) Landlord shall, throughout the Term of this Lease, make all
necessary repairs to the roof, walls, exterior portions of the Premises and the
Building; utility lines, equipment and other utility facilities in the Building
which serve more than one tenant of the Building; and any driveways, sidewalks,
curbs, loading, parking and landscaped areas, and other exterior improvements on
the Property; provided, however, that Landlord shall have no responsibility to
make any repairs unless and until Landlord receives written notice of the need
for such repair. Tenant shall pay Tenant's Proportionate Share of the cost of
all repairs to be performed by Landlord under this Section 8 as additional rent
pursuant to Section 6(b).
(d) Landlord shall endeavor to keep and maintain all common areas of
Property (including its common systems) and any sidewalks, parking areas, curbs
and access ways adjoining the Property in a clean and orderly condition, free of
accumulation of dirt, rubbish, and snow to the extent reasonably possible, and
shall keep and maintain all landscaped areas in a neat and orderly condition.
Tenant shall pay Xxxxxx's Proportionate Share of the cost of all work to be
performed by Landlord hereunder pursuant to Section 6(b) as additional rent.
(e) Notwithstanding anything herein to the contrary, repairs to the
Premises and the Property made necessary by Xxxxxx's use, manner of use or
occupancy of the Property or by Tenant's installations in or upon the Property
or by any act or omission of Tenant or any employee, agent, contractor, or
invitee of Tenant shall be made at Tenant's sole cost and expense. Tenant shall
not bear the expense of any repairs to the Premises or the Property arising out
of or caused by any other tenant's use, manner of use or occupancy of the
Property or by any other tenant's installations to or upon the Property, or by
any act or omission of Landlord or any other tenant or any other tenant's
employees, agents, contractors or invitees.
SECTION 9. UTILITIES. Tenant shall be solely responsible for and shall
pay promptly all rents, costs and charges for water service, sewer service, gas,
electricity, light, heat, power, telephone and other communication services, and
any and all other utilities or services solely rendered or supplied upon or in
connection with the Premises.
SECTION 10. GOVERNMENTAL REGULATIONS.
(a) Throughout the Term, Tenant shall, at its sole cost and expense:
(i) comply promptly with all laws, ordinances, notices, orders, rules,
regulations and requirements of all federal, state and municipal governments and
all departments, commissions, boards and officers thereof, and of the National
Fire Protective Authority or any other body now or hereafter constituted
exercising similar functions and affecting the Premises; and (ii) keep in force
at all times all licenses,
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consents and permits necessary for the lawful use of the Premises for the
purposes herein provided; and (iii) comply with the requirements of all
public liability, fire, and other policies of insurance covering the Premises
whether any of the foregoing are foreseen or unforeseen, ordinary or
extraordinary (hereto collectively called the "Laws and Requirements");
provided, however, that Tenant shall not be required to comply with the
foregoing Laws and Requirements with respect to the footings and foundations and
the structural steel columns and girders forming a part of the Premises unless
the need for such compliance arises out of or is caused by Tenant's use, manner
of use or occupancy of the Premises, or by Xxxxxx's installations in or upon the
Premises or by any act or omission of Tenant or any employee, agent, contractor
or invitee of Tenant. Tenant shall not violate any laws, ordinances, notices,
orders, rules, regulations or requirements of any federal, state or municipal
government or any department, commission, board of officer thereof, or of the
National Board of Fire Underwriters or any other body exercising similar
functions, relating to the Premises or to the use or manner of use of the
Property.
(b) Tenant shall pay a pro rata share of capital improvements which
Landlord shall install or construct in compliance with governmental requirements
as energy saving devices, but only if savings actually occur in energy costs.
Tenant's pro rata share shall be determined based upon the estimated life of the
capital investment item, determined by Landlord in accordance with generally
accepted accounting principles, and shall include a cost of capital funds
adjustment equal to twelve percent (12%) per year on the unamortized portion of
all such costs. Tenant shall only have to pay for the portion of the useful
life of the capital improvement which falls within the Term. Tenant shall thus
make payments in equal annual installments for such capital improvements until
the Term expires or until the cost of the improvement has been fully paid for,
whichever first occurs; such payments shall be computed by Landlord at the time
of installation of the capital improvement in the same manner as Landlord makes
computations of Tenant's share of the annual operating costs pursuant to Section
6(b)(ii).
(c) Tenant shall pay all taxes imposed upon Xxxxxx's furnishings,
trade fixtures, equipment or other personal property.
SECTION 11. SIGNS. Landlord will place Tenant's name and suite number on
the building standard sign in the main lobby of the Building and on a building
standard sign adjacent to the entrance to the Premises. Except for signs which
are located wholly within the interior of the Premises and which are not visible
from the exterior of the Premises, Tenant shall place, erect, maintain or paint
no signs at any place upon the Premises or the Property without consent of
Landlord.
SECTION 12. ALTERATIONS, ADDITIONS AND FIXTURES.
(a) Tenant shall have the right to install in the Premises any trade
fixtures; provided, however, that no such installation and no removal thereof
shall be permitted which affects any structural component of the Building or
Premises without consent of Landlord and that Tenant shall repair and restore
any damage or injury to the Premises or the Property caused by installation or
removal.
(b) Tenant shall not make or permit to be made any alterations,
improvements or additions to the Premises or Property without on each occasion
first presenting plans and specifications to Landlord and obtaining Landlord's
prior written consent which consent shall not be unreasonably withheld. If
Landlord consents to any proposed alterations, improvements or
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additions or Tenant's contractor performs any of the work identified in
Section 3 of this Loan Agreement, then Tenant shall make the proposed
alterations, improvements and additions at Tenant's sole cost and expense
provided that: (i) Tenant supplies any necessary permits; (ii) such attention
and improvements do not, in Landlord's judgment, impair the structural strength
of the Building or any other improvements or reduce the value of the Property:
(iii) Tenant takes or causes to be taken all steps that are otherwise required
by Section 13 of this Lease Agreement and that are required or permitted by law
in order to avoid the imposition of any mechanic's, laborer's or materialmen's
lien upon the Premises or Property; (iv) Tenant uses a contractor approved by
Xxxxxxxx; (v) the occupants of the Building and of any adjoining real estate
owned by Landlord are not annoyed or disturbed by such work; (vi) the
alterations, improvements or additions shall be installed in accordance with
the approved plans and specifications and completed according to a construction
schedule approved by Landlord; and (vii) Tenant provides insurance of the types
and coverage amounts required by Landlord. Any and all alterations,
improvements and additions to the Premises (except trade fixtures) which are
constructed, installed or otherwise made by Tenant shall be the property of
Tenant until the expiration or sooner termination of this lease; at that time
all such alterations and additions shall remain on the Premises and become the
property of Landlord without payment by Landlord unless, upon the termination of
this Lease, Landlord instructs Tenant in writing to remove the same in which
event Tenant will remove such alterations, improvements and additions, and
repair and restore any damage to the Property caused by the installation or
removal.
SECTION 13. MECHANIC'S LIENS. Tenant shall promptly pay any contractor
and materialmen who supply labor, work or materials to Tenant at the Premises or
the Property so as to minimize the possibility of a lien attaching to the
Premises or the Property. Tenant shall take all steps permitted by law in order
to avoid the imposition of any mechanic's, laborer's or materialmen's lien upon
the Premises or the Property. Should any such lien or notice of lien be filed
for work performed for Tenant other than by Landlord, Tenant shall bond against
or discharge the same within fifteen (15) days after the lien or claim is filed
or formal notice of said lien or claim has been issued regardless of the
validity of such lien or claim. Nothing in this Lease is intended to authorize
Tenant to do or cause any work or labor to be done or any materials to be
supplied for the account of Landlord, all of the same to be solely for Xxxxxx's
account and at Xxxxxx's risk and expense. Throughout this lease the term
"mechanic's lien" is used to include any lien, encumbrance or charge levied or
imposed upon the Premises or the Property or any interest therein or income
therefrom on account of any mechanic's, laborer's or materialmen's lien or
arising out of any debt or liability to or any claim or demand of any
contractor, mechanic, supplier, materialmen or laborer and shall include without
limitation any mechanic's notice of intention given to Landlord or Tenant, any
stop order given to Landlord or Tenant, any notice of refusal to pay naming
Landlord or Tenant and any injunctive or equitable action brought by any person
entitled to any mechanic's lien.
SECTION 14. LANDLORD'S RIGHT OF ENTRY.
(a) Tenant shall permit Landlord and the authorized representative of
Landlord and of any mortgagee or any prospective mortgagee to enter the Premises
at all reasonable times upon advance notice for the purpose of (i) inspecting
the Premises or (ii) making any necessary repair to the Premises or to the
Building and performing any work therein. During the progress of any work on
the Premises or the Building, Landlord will attempt not to inconvenience Tenant,
but shall not be liable
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for inconvenience, annoyance, disturbance, loss of business or other damage to
Tenant by reason of making any repair or by bringing or storing materials,
supplies, tools and equipment in the Premises during the performance of any
work, and the obligations of Tenant under this Lease shall not be thereby
affected in any manner whatsoever.
(b) Landlord shall have the right at all reasonable times upon notice
to cater and to exhibit the Premises for the purpose of inspection or showing
the Premises in connection with a sale or mortgage and, during the last nine (9)
months of the Term, to enter upon and to exhibit the Premises to any prospective
tenant.
SECTION 15. DAMAGE BY FIRE OR OTHER CASUALTY.
(a) If the Premises or Building is damaged or destroyed by fire or
other casualty, Tenant shall promptly notify Landlord whereupon Landlord shall,
subject to the consent of Landlord's present or future mortgagee and to the
conditions set forth in this Section 15, repair, rebuild or replace such damage
and restore the Premises to substantially the same condition as the Premises
were in immediately prior to such damage or destruction; provided, however, that
Landlord shall only be obligated to restore such damage or destruction to the
extent of the proceeds of fire and other extended coverage insurance policies.
Notwithstanding the foregoing, if the Premises is destroyed or damaged to the
extent that it cannot be used for its intended purpose or if the cost of
restoration or repair would exceed $100,000 in Landlord's judgment or if the
time necessary for repairs or estimation would, in Landlord's judgment, exceed
the period of coverage of Landlord's rental loss insurance, Landlord may,
subject to the rights of Xxxxxxxx's mortgagee, terminate this Lease by written
notice to Tenant within 90 days after receipt of notice of the casualty. If the
time for repair, rebuilding or replacement of the Premises to its condition on
the Commencement Date exceeds twelve (12) months, Tenant may terminate this
Lease by written notice to Landlord given within thirty (30) days after the
expiration of such twelve (12) month period.
(b) The repair, rebuilding or replacement work shall bc commenced
promptly and completed with due diligence, taking into account the time required
by Landlord to effect a settlement with, and procure insurance proceeds from,
the insurer, and for delays beyond Landlord's reasonable control.
(c) The net amount of any insurance proceeds recovered by reason of
the damage or destruction of the Building (meaning the gross insurance proceeds
excluding proceeds received pursuant to a rental coverage endorsement and the
cost of adjusting the insurance claim and collecting the insurance proceeds)
shall be applied towards the cost of restoration. Notwithstanding anything to
the contrary in this Loan Agreement, if in Landlord's sole opinion the net
insurance proceeds will not be adequate to complete such restoration, Landlord
shall have the right to terminate this Lease and all the unaccrued obligations
of the parties hereto by sending written notice of such termination to Tenant
specifying a termination date not less than ten (10) days after its
transmission; provided, however, that Tenant may require Landlord, except during
the last two (2) years of the Term, to withdraw the notice of termination by
agreeing to pay the cost of restoration in excess of the net insurance proceeds
and by giving Landlord adequate security for such payment prior to the
termination date specified in Landlord's notice of termination if the net
insurance proceeds are more than adequate, the amount by which the net insurance
proceeds exceed the cost of restoration will be retained by Landlord or applied
to repayment of any mortgage secured by the Premises.
Last revised 3/5/92 VZ
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(d) Xxxxxxxx's obligation or election to restore the Premises under
this Section shall be subject to the terms of any present or future mortgage
affecting the Premises and to the mortgagee's consent if required in the
mortgage and shall not, in any event, include the repair, restoration or
replacement of the fixtures, improvements, alterations, furniture or any other
property owned, installed, made by, or in the possession of Tenant.
(e) Landlord shall maintain insurance against loss or damage to the
Building by fire and such other casualties as may be included within fire and
extended coverage insurance or all-risk insurance, together with a rental
coverage endorsement or other comparable form of coverage. If Tenant is
dispossessed of the Premises due to fire or other casualty, Tenant will receive
an abatement of its Minimum Annual Rent and Additional Rent during the period
Tenant is dispossessed, provided the fire or other casualty was not the fault of
Tenant or its employees, agents or contractors, but it is further provided that
even in the event of negligence, as aforesaid, Tenant's rent shall be abated
during the period Tenant is dispossessed from the Premises to the extent of the
proceeds of rental insurance actually and unconditionally received by the
Landlord from its insurance carrier.
SECTION 16. NON-ABATEMENT OF RENT. Except as otherwise expressly provided
in subsections 15(e) and as to condemnation in subsections 18(a) and (b) there
shall be no abatement or reduction of the Minimum Annual Rent, additional rent
or other sums payable hereunder for any cause whatsoever and this Lease shall
not terminate, nor shall Tenant be entitled to surrender the Premises, in the
event of fire, casualty or condemnation or any default by Landlord under this
Lease.
SECTION 17. INDEMNIFICATION OF LANDLORD.
(a) Tenant will indemnify Landlord and save Landlord harmless from
and against any and all claims, actions, damages, liability, and expense
(including without limitation fees of attorneys, investigators and experts) in
connection with loss of life, personal injury or damage to property to any
person in or about the Premises or arising out of the occupancy or use by Tenant
of the Premises or any part thereof or occasioned wholly or in part by any act
or omission of Tenant, its agents, contractors, employees, licensees or
invitees; unless such loss, injury or damage was caused by the negligence of
Landlord, its agents, contractors, employees, licensees or invitees. Without
limiting the foregoing, Tenant will forever release and hold Landlord harmless
from all claims arising out of damage to Xxxxxx's property or injury to persons
upon the Premises, from whatever cause, unless such damage or injury occurs as a
result of Landlord's or its employees, agents, contractors, or licensees'
negligence in failing to make repairs for which Xxxxxxxx is responsible under
this Lease after having received written notice of the need for such repair. In
case any such claim, action or proceeding is brought against Landlord, upon
notice from Landlord Tenant shall resist or defend such claim, action or
proceeding at Tenant's sole cost and expense or shall cause it to be resisted or
defended by an insurer, unless such action or proceeding results from Landlord's
negligence, in which event Tenant shall not be responsible for defense of such
claim.
(b) If (i) action or proceeding is commenced in which Landlord is
made a party by reason of being the Landlord under this Lease, or if
(ii) Landlord shall deem it necessary to engage attorneys or institute any suit
against Tenant in connection with the enforcement of Landlord's rights under
this Lease, the violation of any term of this Lease, the declaration of
Landlord's rights hereunder or the protection of Landlord's
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interests under this Lease and Xxxxxxxx is successful in such suit against
Tenant. Tenant shall reimburse Landlord for its expense incurred as a result
thereof including, without limitation, court costs and reasonable attorney's
fees.
SECTION 18. CONDEMNATION.
(a) TERMINATION. If (i) all of the Premises are covered by a
condemnation; or (ii) any of the Premises is covered by a condemnation and the
remaining part is insufficient for the reasonable operation therein of Tenant's
business; or (iii) subject to the provisions of Paragraph (b)(i) hereof, any of
the Property is covered by a condemnation and, in Landlord's sole opinion, it
would be impractical or the condemnation proceeds are insufficient to restore
the remainder of the Property; then, in any such event, this Lease shall
terminate and all obligations hereunder shall cease as of the date upon which
possession is taken by the condemnor. Upon such termination the Minimum Annual
Rent and all additional rent herein reserved shall be apportioned and paid in
full by Tenant to Landlord to that date and all such rent prepaid for periods
beyond that date shall forthwith be repaid by Landlord to Tenant.
(b) PARTIAL CONDEMNATION.
(i) If there is a partial condemnation and Landlord decides to
terminate pursuant to subsection (a)(iii) hereof then Tenant
may require Landlord, except during the last two (2) years
of this Term, to withdraw its notice of termination by: [A]
giving Landlord written notice thereof within ten (10) days
from transmission of Landlord's notice to Tenant of
Landlord's intention to terminate, [B] agreeing to pay the
cost of restoration in excess of the condemnation proceeds
reduced by those sums expended by Landlord in collecting the
condemnation proceeds, and [C] giving Landlord adequate
security for such payment within such ten (10) day period.
(ii) If there is a partial condemnation and this Lease has not
been terminated pursuant to subsection (a) hereof. Landlord
shall restore the Building and the improvements which are
part of the Premises to a condition and size as nearly
comparable as reasonably possible to the condition and size
hereof immediately prior to the date upon which possession
shall have been taken by the condemnor; provided, however,
that Landlord shall only be obligated to restore such damage
from condemnation to the extent possible with the award
damage. If the compensation proceeds are more than adequate
to cover the cost of restoration and the Landlord's expenses
to collecting the condemnation proceeds, any excess proceeds
shall be retained by Landlord or applied to repayment of any
mortgage secured by the Premises.
(iii) If there is a partial condemnation and this Lease has not
been terminated by the date upon which the condemnor obtains
possession, the obligations of Landlord and Tenant under
this Lease shall be unaffected by such condemnation except
that there shall be an equitable abatement for the balance
of the
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Term of the Minimum Annual Rent according to the
value of the Premises before and after the date upon which
the condemnor takes possession. In the event that the
parties are unable to agree upon the amount of such
abatement, either party may submit the issue to arbitration.
(c) AWARD. In the event of a condemnation affecting Tenant, Tenant
shall have the right to make a claim against the condemnor for removal expenses,
business dislocation damages and moving expenses; provided and to the extent,
however, that such claims or payments do not reduce the sums otherwise payable
by the condemnor to Landlord. Except as aforesaid, Tenant hereby waives all
claims against Landlord and against the condemnor, and Tenant hereby assigns to
Landlord all claims against the condemnor including, without limitation, all
claims for leasehold damages and diminution in value of Tenant's leasehold
interest.
(d) TEMPORARY TAKING. If the condemnor should take only the right to
possession for a fixed period of time or for the duration of an emergency or
other temporary condition then, notwithstanding anything hereinabove provided,
this Lease shall continue in full force and effect without any abatement of
rent, but the amounts payable by the condemnor with respect to any period of
time prior to the expiration or sooner termination of this Lease shall be paid
by the condemnor to Landlord and the condemnor shall be considered a subtenant
of Tenant. Landlord shall apply the amount received from the condemnor
applicable to the rent due hereunder, net of costs, to Landlord for the
collection thereof, or as much thereof as may be necessary for the purpose,
toward the amount due from Tenant as rent for that period; and, Tenant shall pay
to Landlord any deficiency between the amount thus paid by the condemnor and the
amount of the rent, or Landlord shall pay to Tenant any excess of the amount of
the award over the amount of the rent.
SECTION 19. QUIET ENJOYMENT. Tenant upon paying the Minimum Annual Rent,
additional rent and other charges herein required and observing and keeping all
covenants, agreements and conditions of this Lease, shall quietly have and enjoy
the Premises during the Term without hindrance or molestation by anyone claiming
by or through Landlord, subject, however, to the exceptions, reservations and
conditions of this lease.
SECTION 20. RULES AND REGULATIONS. The Landlord hereby reserves the right
to prescribe, from time to time, at its sole discretion, reasonable rules and
regulations (hereto called the "Rules and Regulations") having uniform
applicability to all or substantially all tenants of the Building and governing
the use and enjoyment of the Premises and the remainder of the Property. The
Rules and Regulations shall not materially interfere with the Tenant's use and
enjoyment of the Premises in accordance with the provisions of this Lease for
the Permitted Use. The Tenant shall comply at all times with the Rules and
Regulations and shall cause its agents, employees, invitees, visitors, and
guests to do so. A copy of the Rules and Regulations in effect on the date
hereof is attached hereto as EXHIBIT D.
SECTION 21. ASSIGNMENT AND SUBLETTING. Tenant shall not assign, mortgage,
pledge or encumber this lease or sublet the whole or any part of the Premises,
without the prior written consent of Landlord which consent shall not be
unreasonably withheld. Consent may be withheld by Landlord if, among other
possible reasons, an event of default exists under this Lease. This prohibition
against assigning or subletting shall be construed to include a prohibition
against any assignment or subletting by operation of law and any transfer by any
person or persons controlling Tenant on the date of the leave of such
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control to a person or persons not controlling Tenant on the date of the Lease.
In the case where Xxxxxx is a corporation, transfer of 50% of the shares of
Tenant is the aggregate in one or more or transfer of majority ownership from
one shareholder to another during the Term shall constitute a change of control
and be a prohibited assignment. In the event of any assignment of this Lease
made with or without Landlord's consent, Xxxxxx nevertheless shall remain
liable for the performance of all of the terms, conditions and covenants of this
Lease and shall require any assignee to execute and deliver to Landlord an
assumption of liability agreement in form satisfactory to Landlord, including an
assumption by the assignee of all the obligations of Tenant and the assignee's
ratification of and agreement to be bound by all provisions of this Lease.
Landlord shall be entitled to, and Tenant shall promptly remit to Landlord, any
profit which may inure to the benefit of Tenant as a result of any subletting of
the Premises or assignment of this lease, whether or not consented to by
Landlord.
SECTION 22. [intentionally deleted]
SECTION 23. SUBORDINATION. This Lease and Xxxxxx's rights hereunder shall
be subject and subordinate at all times in lien and priority to any first
mortgage or other primary encumbrance now or hereafter placed upon or affecting
the Property or the Premises, and to any second mortgage or encumbrance with the
consent of the first mortgagee, and to all renewals, modifications,
consolidations and extensions thereof, without the necessity of any further
instrument or act on the part of Tenant; provided, however, that any mortgagee
hereafter placing a mortgage upon the Premises shall have agreed that, subject
to terms customarily required by such mortgagee to be set forth, if any, in a
Subordination, Non-Disturbance and Attornment Agreement acceptable to the
mortgagee, the Tenant's right of occupancy and possession of the Premises shall
not be disturbed so long as the Tenant is not in default under this Lease.
Tenant shall execute and deliver upon demand any further instrument or
instruments confirming the subordination of this lease to the lien of any such
first mortgage or to the lien of any other mortgage, if requested to do so by
Landlord with the consent of the first mortgagee, and any further instrument or
instruments of attornment that may be desired by say such mortgagee or Landlord.
Notwithstanding the foregoing, any mortgagee, may at any time subordinate its
mortgage to this lease, without Xxxxxx's consent, by giving notice in writing to
Tenant and thereupon this Lease shall be deemed prior to such mortgage without
regard to their respective date of execution and delivery. In that event such
mortgagee shall have the same rights with respect to this Lease as though this
lease had been executed prior to the execution and delivery of the mortgage and
had been assigned to such mortgagee.
SECTION 24. TENANT'S CERTIFICATE. Tenant shall, at any time and from time
to time, within fifteen (15) days after Xxxxxxxx's written request, execute,
acknowledge and deliver to Landlord a written instrument in recordable form
certifying (a) that this Lease is unmodified and in full force and effect (or,
if modified, stating the modifications); (b) that the improvements required by
Section 3 have been completed; (c) that Tenant has accepted possession of the
Premises; (d) the date on which the Term commenced and the dates to which
Minimum Annual Rent, additional rent and other charges, have been paid; (e)
that, to the best knowledge of the xxxxxx of such instrument, Landlord is not in
default of this Lease (or, if in default, stating the nature of the default);
(f) any other fact or condition reasonably requested by Landlord or required by
any mortgagee or prospective mortgagee or purchaser of the Premises, the
Property or any interest therein; and (g) that it is understood that such
instrument may be relied upon by any mortgagee or prospective mortgagee or
purchaser of the Premises
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or any interest therein or by any assignee of Landlord's interest in this
Lease or by any assignee of any mortgagee. The foregoing instrument shall be
addressed to Landlord and to any mortgagee, prospective mortgagee, purchaser or
other party specified by Landlord.
SECTION 25. CURING TENANT'S DEFAULTS. If Tenant defaults in the
performance of any of its obligations hereunder, Landlord may, after the
expiration of any applicable notice and grace periods, provided in this Lease
without any obligation to do so and in addition to any other rights it may have
in law or equity, elect to cure such default on behalf of Tenant after written
notice (except in the case of emergency) to Tenant. Tenant shall reimburse
Landlord upon demand for any sums paid or costs incurred by Landlord in curing
such default, including interest thereon from the respective date of Landlord's
making the payments and incurring such costs, which sums and costs together with
interest thereon shall be deemed additional rent payable within ten (10) days of
demand.
SECTION 26. SURRENDER.
(a) Subject to the terms of subsections 12(b) and 15(c), at the
expiration or earlier termination of the Term Tenant shall promptly yield up the
Premises and all improvements, alterations and additions thereto, and all
fixtures and equipment servicing the Premises (except trade fixtures) in a
coalition which is clean of garbage and debris and broom clean and in the same
condition, order and repair in which they are required to be kept throughout the
Term, ordinary wear and tear excepted.
(b) If Tenant, or any person claiming through Tenant, continues to
occupy the Premises after the expiration or earlier termination of the Term or
any renewal thereof without the written consent of Landlord, such occupancy
shall be deemed to be under a tenancy-at-will under the same terms and
conditions set forth in this Lease; except, however, that the Minimum Annual
Rent during such continued occupancy shall be double the amount set forth in
subsection 6(a) and Tenant shall indemnify Landlord for any loss or damage
incurred by reason of Xxxxxx's failure to surrender the Premises. Anything to
the contrary notwithstanding, any holding over by Tenant without Xxxxxxxx's
prior written consent shall constitute a default hereunder and shall be subject
to all the remedies set forth in subsection 27(b) hereof.
SECTION 27. DEFAULTS, REMEDIES.
(a) DEFAULTS. It shall be an event of default under this Lease if
any one or more of the following events occurs:
(i) Tenant fails to pay in full, when due and without demand,
any and all installments of Minimum Annual Rent or
additional rent or any other charges or payments due and
payable under this Lease whether or not herein included as
rent.
(ii) Tenant violates or fails to perform or otherwise breaches
any agreement, term, covenant or condition contained in this
Lease.
(iii) Tenant abandons or vacates the Premises or removes or
attempts to remove Xxxxxx's goods or property therefrom
other than in the ordinary course of business without having
first paid to Landlord in full all Minimum Annual Rent,
additional rent and other
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charges that have become due as well as all which will
become due thereafter through the end of the Term.
(iv) Tenant becomes insolvent or bankrupt in any sense or makes
an assignment for the benefit of creditor or offers a
composition or settlement to creditor, or if a petition in
bankruptcy or for reorganization or for an arrangement with
creditor under any federal or state law is filed by or
against Tenant, or a bill in equity or other proceeding for
the appointment of a receiver, trustee, liquidator,
custodian, conservator or similar official for any of
Tenant's assets, is commenced, or if any of the real or
personal property of Tenant shall be levied upon by any
sheriff, marshal or constable; provided, however, that any
preceding brought by anyone other than the parties to this
Lease under any bankruptcy, reorganization arrangement,
insolvency, readjustment, receivership or similar law shall
not constitute an event of default until such proceeding,
decree, judgement or order has continued unstayed for more
than sixty (60) consecutive days.
(v) [intentionally deleted]
(b) REMEDIES. Upon the occurrence of an event of default under this
Lease, Landlord shall have all of the following rights:
(i) Landlord may charge a late payment penalty of five (5%)
percent of any amount owed to Landlord pursuant to this
Lease which is not paid within fifteen (15) days of the due
date which is set forth in the Lease or, if a due date is
not specified in this Lease, within thirty (30) days of the
mailing of a bill therefor by Landlord. If Landlord incurs
a penalty in connection with any payment which Xxxxxx has
failed to make within the times required in this Lease,
Tenant shall pay Landlord, in addition to such payment due,
the full amount of such penalty incurred by Landlord.
(ii) Landlord may accelerate the whole or any part of the Minimum
Annual Rent and all additional rent for the entire unexpired
balance of the Term of this Lease, as well as all other
charges, payments, costs and expenses herein agreed to be
paid by Tenant, and any Minimum Annual Rent or other
charges, payments, costs and expenses so accelerated shall,
in addition to any and all installments of rent already due
and payable and in arrears and any other charge or payment
herein reserved, included or agreed to be treated or
collected as rent and any other charge, expense or cost
herein agreed to be paid by Tenant which may be due and
payable and in arrears, be deemed due and payable as if, by
the forms and provisions of this Lease, such accelerated
rent and other charges, payments, costs and expenses were on
that date payable in advance.
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(iii) Landlord may re-enter the Premises and, at the option of
Landlord, remove all persons and all or any property
therefrom, either by summary dispossess proceedings or by
any suitable action or proceeding at law or by force or
otherwise, without being liable for prosecution or damages
therefor and Landlord may repossess and enjoy the Premises.
Upon recovering possession of the Premises by reason of or
based upon or arising out of a default on the part of
Tenant, Landlord may, at Landlord's option, either terminate
this Lease or make such alterations and repairs as may be
necessary in order to relet the Premises and may relet the
Premises or any part or parts thereof, either in Landlord's
name or otherwise, for a term or terms which may, at
Landlord's option, be less than or exceed the period which
would otherwise have constituted the balance of the Term of
this Lease and at such rent or rents and upon such other
terms and conditions as in Landlord's sole discretion may
seem advisable and to such person or persons as may in
Landlord's discretion seem best; upon each such reletting
all rents received by Landlord from such reletting shall be
applied as follows: first, to the payment of any costs and
expenses of such reletting, including brokerage fees and
attorney's fees and all costs of alterations and repairs;
second, to the payment of any indebtedness other than
Minimum Annual Rent, additional rent or other charges due
hereunder from Tenant to Landlord; third, to the payment of
Minimum Annual Rent, additional rent and other charges due
and unpaid hereunder; and the residue, if any, shall be held
by Landlord and applied in payment of future rent as it may
become due and payable hereunder. If rentals received from
reletting during any month are less than that to be paid
during that month by Tenant, Tenant shall pay any such
deficiency to Landlord. Such deficiency shall be calculated
and paid monthly. No such re-entry or taking possession of
the Premises or the making of alterations or improvements
thereto or the reletting thereof shall be construed as an
election on the part of Landlord to terminate this Lease
unless written notice of termination is given to Tenant.
Landlord shall in no event be liable in any way whatsoever
for failure to relet the Premises or, in the event that the
Premises or any part or parts thereof are relet, for failure
to collect the rent thereof under such reletting. Tenant,
for Xxxxxx and Xxxxxx's successors and assigns, hereby
irrevocably constitutes and appoints Landlord as agent to
collect the rents due and to become due under all subleases
of the Premises or any parts thereof without in any way
affecting Tenant's obligation to pay any unpaid balance of
rent due or to become due hereunder. Notwithstanding any
such reletting without termination, Landlord may at any time
thereafter elect to terminate this Lease for such previous
breach.
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(iv) Landlord may terminate this Lease and the Term without any
right on the part of Tenant to waive the forfeiture by
payment of any sum due or by other performance of any
condition, term or covenant broken. Upon such termination,
Landlord shall be entitled to recover, in addition to any
and all sums and damages for violation of Tenant's
obligations hereunder in existence at the time of such
termination, damages for Tenant's default in an amount equal
to the amount of the Minimum Annual Rent and additional rent
reserved for the balance of the Term, as well as all other
charges, payments, costs and expenses herein agreed to be
paid by Xxxxxx, all discounted at the rate of six percent
(6%) per annum to their then present worth, less the fair
rental value of the Premises for the remainder of said term,
also discounted at the rate of six percent (6%) per annum to
its then present worth, all of which amount shall be
immediately due and payable from Tenant to Landlord.
(v) Whenever not prohibited by the law of the state in which the
Property is located, when this Lease and the term or any
extension or renewal thereof shall have been terminated on
account of any default by Tenant, or when the Term has
expired, it shall be lawful for any attorney of any court of
record to appear as attorney for Tenant as well as for all
persons claiming by, through or under Tenant, and to sign an
agreement for entering in any competent court an amicable
action in ejectment and judgement against Tenant and all
persons claiming by, through or under Tenant and therein
confess judgment for the recovery by Landlord of possession
of the Premises, for which this Lease shall be his
sufficient warrant; thereupon, if Landlord so desires, an
appropriate writ of possession may issue forthwith, without
any prior writ or proceeding whatsoever, and provided that
if for any reason after such action shall have been
commenced it shall be determined and possession of the
Premises remain in or be restored to Tenant, Landlord shall
have the right for the same default and upon any subsequent
default or defaults, or upon the termination of this Lease
or Xxxxxx's right of possession hereinbefore set forth, to
bring one or more further amicable action or actions as
hereinbefore set forth to recover possession of the Premises
and confess judgment for the recovery of possession of the
Premises as hereinbefore provided.
(vi) [intentionally deleted]
(c) NON-WAIVER. No waiver by Landlord of any breach by Tenant of any
of Tenant's obligations, agreements or covenants herein shall be a waiver of any
subsequent breach or of any other obligation, agreement or covenant, nor shall
any forbearance by Landlord to seek a remedy for any event of default by Tenant
be a waiver by Landlord of any rights and remedies with respect to such or any
subsequent event of default.
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(d) GRACE PERIOD. Notwithstanding anything hereinabove stated,
except in the case of emergency set forth in Section 25 and except in the event
of any default enumerated in subsections (a)(iii), (iv) or (v) of this Section
27, neither party hereto will exercise any right or remedy provided for in this
Lease or allowed by law because of any default of the other, except those
remedies contained in subsection (b)(i) of this Section, unless such party shall
have first given ten ( 10) days written notice thereof to the defaulting party,
and the defaulting party shall have failed to cure the event of default within
such period; provided, however, that if the event of default consists of
something other than the failure to pay money and cannot reasonably be cured
within ten (10) days, neither party hereto will exercise any such right or
remedy if the defaulting party begins to cure the event of default within the
ten (10) days and continues actively and diligently in good faith to completely
cure said event of default; and further provided that Landlord shall not be
required to give such ten (10) days notice and refrain from exercising
Landlord's remedies more than two (2) times during any calendar year.
(e) RIGHTS AND REMEDIES CUMULATIVE. No right or remedy herein
conferred upon or reserved to Landlord is intended to be exclusive of any other
right or remedy provided herein or by law, but each shall be cumulative and in
addition to every other right or remedy given herein or now or hereafter
existing at law or in equity or by statute.
SECTION 28. CONDITION OF TITLE AND OF PREMISES. Tenant represents that
the Property and the Premises, the title thereto, the zoning thereof, the street
or streets, sidewalks, parking areas, curbs and access ways adjoining them, any
surface and sub-surface conditions thereof, and the present uses and non-uses
thereof, have been examined by Tenant and Tenant accepts them in the condition
or state in which they now are, or any of them now is, without relying on any
representation, covenant or warranty, express or implied, in fact or in law, by
Landlord and without recourse to Landlord, as to the title thereto, the
encumbrances thereon, the appurtenances thereto, the nature, condition or
usability thereof or the use or uses to which the Premises and the Property or
any part thereof may be put under present zoning ordinances or otherwise, except
as to work to be performed by Landlord pursuant to Section 3. Tenant's
occupancy of the Premises shall constitute acceptance of the Work performed by
Landlord pursuant to Section 3. Landlord makes no warranties or representations,
express or implied, with respect to the condition of the Building or the surface
or subsurface condition of the Property.
SECTION 29. INTERPRETATION.
(a) CAPTIONS. The Captions in this Lease are for convenience only
and are not a part of this Lease and do not in any way define, limit, describe
or amplify the terms and provisions of this Lease or the scope or intent
thereof.
(b) ENTIRE AGREEMENT. This Lease together with the Rider attached
hereto represents the entire agreement between the parties hereto and there are
no collateral or oral agreement or understandings between Landlord and Tenant
with respect to the Premises or the Property. No rights, easements or licenses
are acquired in the Property or any land adjacent to the Property by Tenant by
implication or otherwise except as expressly set forth in the provisions of this
Lease. This Lease shall not be modified in any manner except by an instrument
in writing executed by the parties. Xxxxxx agrees to make such changes to this
Lease as are required by any mortgagee, provided such changes do not
substantially affect Xxxxxx's rights and obligation hereunder. The masculine (or
neuter) pronoun, singular
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number shall include the masculine, feminine and neuter genders and the singular
and plural number.
(c) EXHIBITS. Each writing or plan referred to herein as being
attached as an Exhibit or otherwise designated herein as an Exhibit hereto is
hereby made a part hereof.
(d) ARBITRATION. Wherever arbitration is set forth herein as the
appropriate resolution of a dispute, issues shall be submitted for arbitration
to the American Arbitration Association in the city nearest to the Premises in
which offices of the American Arbitration Association are located. Landlord and
Xxxxxx will comply with the rules then obtaining of the American Arbitration
Association and the determination of award rendered by the arbitrator[s] shall
be final, conclusive and binding upon the parties and not subject to appeal, and
judgment thereon may be entered in any court of competent jurisdiction.
(e) INTEREST. Wherever interest is required to be paid hereunder,
such interest shall be at the highest rate permitted under law but not in excess
of fifteen percent (15%).
(f) SEVERABILITY. If any term or provision of this Lease, or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the reminder of this Lease, or the application of such
term or provision to persons or circumstances other than those as to which it is
held invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Lease shall be valid and be enforced to the fullest extent
permitted by law.
(g) JOINT AND SEVERAL LIABILITY. If two or more individuals,
corporations, partnerships or other persons (or any combination of two or more
thereof) shall sign this Lease as Tenant, the liability of each such individual,
corporation, partnership or other persons to pay the Rent and perform all other
obligations hereunder shall be deemed to be joint and several, and all notice,
payments and agreements given or made by, with or to any one of such
individuals, corporation, partnership or other persons shall be deemed to have
been given or made by, with or to all of them. In like manner, if Tenant shall
be a partnership or other legal entity, the members of which are, by virtue of
any applicable law or regulation, subject to personal liability, the liability
of each such member shall be joint and several.
SECTION 30. ADDITIONAL DEFINITIONS.
(a) "Date of this Lease" or date of this Lease shall mean the date of
acceptance of this Lease by the Landlord, following execution and delivery
thereof to Landlord by Tenant and that date shall be inserted in the space
provided in the Term Sheet.
(b) "Landlord". The word "Landlord" is used herein to include the
Landlord named above as well as its successor and assigns, each of whom shall
have the same rights, remedies, powers, authorities and privileges as he would
have had he originally signed this lease as Landlord. Any such person, whether
or not named herein, shall have no liability hereunder after ceasing to hold
title to the Premises. Neither Landlord nor any principal of Landlord nor any
owner of the Building or the Lot, whether disclosed or undisclosed, shall have
any personal liability with respect to any of the provisions of this Lease or
the Premises, and if Landlord is in breach or default with respect to Landlord's
obligations under this Lease or otherwise, Tenant shall look solely to the
equity of Landlord in the Premises for the satisfaction of Tenant's remedies.
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(c) "Tenant". The word "Tenant" is used herein to include the Tenant
named above as well as its heirs, successor and assigns, each of which shall be
under the same obligations, liabilities and disabilities and each of which shall
have the same rights, privileges and power as it would have possessed had it
originally signed this Lease as Tenant. Each and every person named above as
Tenant shall be bound formally and severally by the terms, covenants and
agreements contained herein. However, no such rights, privileges or power shall
inure to the benefit of any assignee of Tenant, immediate or remote, unless the
assignment to such assignee is permitted or has been approved in writing by
Landlord. Any notice required or permitted by the terms of this Lease may be
given by or to any one of the persons named above as Tenant, and shall have the
same force and effect as if given by or to all of them.
(d) "Mortgage" and "Mortgagee". The word "mortgage" is used herein to
include any lien or encumbrance on the Premises or the Property or on any part
of or interest in or appurtenance to any of the foregoing, including without
limitation any ground rent or ground lease if Landlord's interest is or becomes
a leasehold estate. The word "mortgagee" is used herein to include the holder of
any mortgage, including any ground lessor if Xxxxxxxx's interest is or becomes a
leasehold estate. Whenever any right is given to a mortgagee, that right may be
exercised on behalf of such mortgagee by any representative or servicing agent
of such mortgagee.
(e) "Person". The word "person" is used herein to include a natural
person, a partnership, a corporation, an association, and any other form of
business association or entity.
(f) "Property" shall mean the Building and the lot, tract or parcel
of land on which the Building is situated.
(g) "Rent" or "rent" shall mean all Minimum Annual Rent and
additional rent reserved under this Lease.
SECTION 31. NOTICES. All notices, demands, requests, consents,
certificates, and waivers required or permitted hereunder from either party to
the other shall be in writing and sent by United States certified mail, return
receipt requested, postage prepaid, addressed as set forth in the Term Sheet.
Either party may at any time, in the manner set forth for giving notice to the
other, specify a different address to which notices to it shall thereafter be
sent.
SECTION 32. SECURITY DEPOSIT. [intentionally deleted]
SECTION 33. HAZARDOUS SUBSTANCES.
(a) Tenant shall not cause or allow the generation, treatment,
storage or disposal of Hazardous Substances on or near the Premises or
Property. "Hazardous Substances" shall mean (i) any hazardous substance as that
term is defined in the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA"), 42 U.S.C. 9601 ET SEQ. as amended, (ii) any hazardous,
waste or hazardous substance as those terms are defined in any local state or
Federal law, regulation or ordinance not inapplicable to the Premises and
Property, or (iii) petroleum including crude oil or any fraction thereof. In
the event Tenant uses any Hazardous Substances, Tenant shall dispose of such
substances in accordance with all applicable Federal, state and local laws,
regulations and ordinances.
(b) Xxxxxx agrees to indemnify, defend and hold harmless Landlord,
its employees, agents, successors, and assigns, from and against any and all
damage, claim, liability,
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or loss, including reasonable attorneys' and other fees, arising out of or in
any way connected to the generation, treatment, storage or disposal of
Hazardous Substances by Tenant, its employees, agents, contractors, or
invitees, on or near the Leased Premises. Such duty of indemnification shall
include, but not be limited to damage, liability or loss pursuant to all
Federal, state and local environmental laws, rules and ordinances, strict
liability and common law.
(c) Xxxxxx agrees to notify Landlord immediately of any disposal of
Hazardous Substances in the Premises, of any discovery of Hazardous Substances
in the Premises, or of any notice by a governmental authority or private party
alleging or suggesting that a disposal of Hazardous Substances on or near the
Premises or Property may have occurred. Furthermore, Xxxxxx agrees to provide
Landlord with full and complete access to any documents or information in
Tenant's possession or control relevant to the question of the generation,
treatment, storage, or disposal of Hazardous Substances on or near the Premises.
SECTION 34. RECORDING. Neither this Lease nor a memorandum of this Lease
shall be recorded in any public records without the written consent of Landlord,
except as expressly provided in the Rider attached hereto.
SECTION 35. BROKER'S COMMISSION. Landlord and Tenant warrant and
represent to each other that no broker, finder or agent has acted for or on
their behalf in connection with the negotiation, execution or procurement of
this Lease or the Rider to this Lease other than those identified as Listing
Broker and Co-Broker on the Term Sheet. Xxxxxx agrees to indemnify and hold
Landlord harmless from and against all liabilities, obligations, and damages
arising, directly or indirectly, out of or in connection with a claim from a
broker, finder or agent (other than the Listing Broker and Co-Broker) with
respect to this Lease or the negotiations thereof, including costs and
attorney's fees incurred in the defense of any claim for compensation.
SECTION 36. IRREVOCABLE OFFER, NO OPTION. Although Xxxxxx's execution of
this Lease shall be deemed an offer irrevocable by Xxxxxx, the submission of
this Lease by Landlord to Tenant for examination shall not constitute a
reservation of or option for the Premises. This Lease shall become effective
only upon execution thereof by both parties and delivery thereof to Tenant.
SECTION 37. INABILITY TO PERFORM. If Landlord is delayed or prevented
from performing any of its obligations under this Lease by reason of strike,
labor troubles, or any cause whatsoever beyond Landlord's control, the period of
such delay or such prevention shall be deemed added to the time herein provided
for the performance of any such obligation by Landlord.
SECTION 38. SURVIVAL. Notwithstanding anything to the contrary contained
in this Lease, the expiration of the Term of this Lease, whether by lapse of
time or otherwise, shall not relieve Tenant from its obligations accruing prior
to the expiration of the Term.
SECTION 39. CORPORATE TENANTS. If Tenant is a corporation, the person(s)
executing this Lease on behalf of Tenant hereby covenant(s) and warrant(s) that:
Tenant is a duly formed corporation qualified to do business in the state in
which the Property is located; Tenant will remain qualified to do business in
said state throughout the Term; and such persons are duly authorized by such
corporation to execute and deliver this Lease on behalf of the corporation.
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SECTION 40. RELATIONSHIP OF PARTIES. This Lease shall not create any
relationship between the parties other than that of Landlord and Tenant.
SECTION 41. ADDITIONAL SECTIONS. The following Additional Sections,
numbered 42 through 50 (if any) are attached hereto and are incorporated in this
Lease.
IN WITNESS WHEREOF, and in consideration of the mutual entry into this
Lease and for other good and valuable consideration, and intending to be legally
bound, each party hereto has caused this agreement to be duly executed under
seal.
Landlord:
Date signed: JULY 8 1992 Nairn Great Valley, Inc.
Attest: /S/ XXXX X. XXXXXX By:/S/ XXXX X. XXXXXX
Name:XXXX X. XXXXXX
Title:PRESIDENT
Tenant:
Date signed: 24TH JUNE 1992 APOLLON, INC.
Attest: /S/ MA SINGUETT By:/S/ XXXXXXX X. XXXXXXXX, XX.
Name:XXXXXXX X. XXXXXXXX, XX.
Title:PRESIDENT
[Corporate Seal]
Corporate Resolution and Authorization of Agency
It is hereby certified that a unanimous consent of the directors of the
corporation which is the Tenant herein was made on JUNE 24TH, 1992 and that
it was resolved to enter into this Flex Space Lease and further that the
officers of the corporation and XXXXXXX X. XXXXXXXX as agent of the corporation,
have been authorized, empowered and directed in the corporate name and with the
corporate seal to execute and deliver any or all documents and to pay all fees
and charges necessary to carry out the entry into the compliance with this Flex
Space Lease.
/S/ XXXXXXX X. XXXXXXX
Assistant Secretary
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RIDER TO FLEX SPACE LEASE
Nairn Great Valley, Inc., as Landlord,
and
Apollon, Inc., as Tenant
Dated ____________________, 1992
SECTION 42. MINIMUM ANNUAL RENT.
(a) Minimum Annual Rent for the initial, 62-month Term of the Lease
shall be as follows:
(i) Through and including the last day of the 14th full calendar
month of the Term: Forty Two Thousand Five Hundred and
04/100 Dollars ($42,500.04) per annum; with the applicable
Monthly Installment during such period being Three Thousand
Five Hundred Forty One and 67/100 Dollars ($3,541.67).
(ii) Beginning the first day of the 15th full calendar month of
the Term and until the Expiration Date of the initial
62-month Term: Ninety Thousand Seven Hundred Twenty Four and
80/100 Dollars ($90,724.80) per annum; with the applicable
Monthly Installment during such period being Seven Thousand
Five Hundred Sixty and 40/100 Dollars ($7,560.40).
(b) Notwithstanding provisions to the contrary in Section 6 or this
Section 42 of the Lease, provided there exists no uncured event of default by
Tenant at any time under this Lease, Tenant shall be relieved of the obligation
to pay the two Monthly Installments of Minimum Annual Rent described in Section
42(a)(i) and the two monthly installments of Additional Rent described in
Section 6(b) that would otherwise be due and payable on the first day of the
first two full calendar months of the Term. In the event there occurs an event
of default by Tenant under the Lease at any time during the Term as a result of
which Landlord declares the entire unpaid balance of the Minimum Annual Rent for
the Term to be immediately due and payable, Tenant shall be obligated to pay, in
addition, the Monthly Installments of Minimum Annual Rent and of Additional Rent
forgiven under this Section 42.
SECTION 43. ADDITIONAL RENT. Notwithstanding the provisions of Section
6(b)(ii) of the Lease, Tenant's share of annual operating costs shall not exceed
$25,000.00 for the portion of the Term commencing on the first day on which
monthly installments of Minimum Annual Rent and additional rent are due and
ending on the first anniversary of such date. Regular payments of Tenant's
share of annual operating costs, calculated as provided in Section 6(b), shall
commence on the first day of the 15th full calendar month of the initial
62-month term.
SECTION 44. TERM EXTENSION OPTION.
(a) Right to extend Term. Tenant shall have the right, subject to
the requirements of this Section, to extend the Term of the Lease for one five
year period running from the day immediately following the Expiration Date of
the initial 62-month term through the fifth anniversary of such Expiration Date.
(b) Requirements to extend Term. In order for such extension to be
effective, the following conditions must be met:
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(i) Tenant must give written notice to Landlord of Tenant's
intention to extend the Term not less than 180 days prior to the Expiration
Date.
(ii) There must be no Event of Default under the Lease at the time
of written notice to Landlord of Tenant's intention to extend the Term.
(c) Adjustment to Minimum Annual Rent. The Minimum Annual Rent for
the five year extension of the Term shall be the fair market rental of the
Premises at the time of commencement of the extension of the Term. "Fair market
rental" of the Premises shall be the annual rental rate for space of reasonably
comparable age, size, fit-out and facilities, located in other buildings in the
Great Valley Corporate Center or other locations within a radius of 2 miles from
the Building, net of property taxes, Building operating expenses and insurance.
If the fair market rental for the Premises cannot be determined by negotiation
between Landlord and Tenant within 60 days of Tenant's notice of intention to
extend the Term, the fair market rental shall be determined by appraisal as set
forth in subsection (d), below. Notwithstanding the foregoing, the fair market
rental shall not exceed $9.50 per square foot of space in the Premises.
(d) Determining fair market rental by appraisal. If the Landlord and
Tenant have failed to arrive at fair market rental by negotiation within 60 days
as provided in subsection (c), each party shall, within 15 days thereafter,
select a MAI appraiser who is experienced in determining rental value of
commercial premises in the suburban Philadelphia area. Each appraiser shall,
within 30 days, determine the annualized fair market rental rate for the
Premises and disclose such rental rate to the Landlord and the Tenant, together
with a written report of the analysis used in making that determination. If, in
comparing the fair market rental rates determined by the two appraisers, the
difference between the two rates is ten percent (10.0%) or less of the lower of
the two rates, then the Minimum Annual Rent during the extension of the Term
shall be the average of the two rates. If the difference is greater than ten
percent (10.0%), then the two appraisers shall select a third appraiser who
shall, based upon a review of the two existing appraisals and such other
analysis as he or she deems appropriate, select, as the Minimum Annual Rent for
the extended Term, the fair market rental determined in one or the other of the
two existing appraisals. If the two initial appraisers cannot agree upon a third
appraiser, then the third appraiser shall be selected by the President of the
Bar Association of the County in which the building is located.
(e) Notwithstanding anything herein to the contrary, (i) no abatement
of Monthly Installments of Minimum Annual Rent or of Additional Rent shall be
granted, (ii) no improvements to the Premises or credit for tenant improvements
to the Premises shall be made by Landlord during the extension of the Term and
(iii) the Minimum Annual Rent for the extension of the Term shall not be less
than the Minimum Annual Rent set forth in Section 42(a)(ii) of this Lease.
(f) Except for the adjustment in Minimum Annual Rent and the Option
in Section 48, all other terms and conditions of this Lease shall remain in
effect during the extended portion of the Term.
SECTION 45. ASSIGNMENT/SUBLETTING. Notwithstanding the provisions of
Section 21 of the Lease, for so long as shares of the Tenant corporation are
publicly traded on a stock exchange, the sale or exchange of shares of the
Tenant corporation on such stock exchange, whether or not exceeding 50% of such
shares in
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one or more transactions, shall not constitute a prohibited assignment
of this Lease.
SECTION 46. TENANT IMPROVEMENTS. Tenant agrees that it shall, promptly
following the Commencement Date, commence and diligently pursue to completion
the interior renovation of not less than 10,000 square feet of the Premises in
accordance with plans and specifications which must meet the prior written
approval of the Landlord.
SECTION 47. OPTION SPACE. Tenant is hereby granted a right of first
refusal to lease additional space in the Building which is adjacent to the
Premises, upon the following terms and conditions:
(a) If Landlord receives a bona fide offer to lease a portion of the
Building which is adjacent to the Premises, Landlord shall submit to Tenant, in
writing, a summary of the Minimum Annual Rent and additional rent which the
prospective tenant of the adjacent space has offered to pay, together with a
notice of Xxxxxx's right to exercise the right of first refusal to rent the
adjacent space. Tenant shall be afforded 15 days from the date of the
Landlord's notice to Tenant in which to exercise the right of first refusal.
Exercise of the right of first refusal must be made by written notice thereof to
Landlord delivered within such 15 day period. If exercised, Tenant shall be
obligated to lease the adjacent space which was the subject of the Landlord's
notice for the same Minimum Annual Rent and additional rent as was offered by
the prospective tenant, but with all other terms (such as the Term of the lease)
being the same as set forth in this Lease as if the adjacent space was
originally a part of the Premises from the Commencement Date; provided, however,
that if the prospective tenant had agreed to lease office space with tenant
improvements to be paid by the Landlord and if the Tenant hereunder agrees to
take such space without the improvements, Xxxxxx's Minimum Annual Rent shall be
reduced by the cost of such foregone tenant improvements, as if amortized over
the term of the prospective tenant's proposed lease. Further, in the event of
Xxxxxx's exercise of the right of first refusal, Xxxxxx shall execute an
addendum to this Lease presented by the Landlord setting forth the inclusion of
the adjacent space into the Premises on the foregoing terms. If the Tenant fails
to exercise the right of first refusal within the 15 day period specified above,
Landlord shall be free to lease the adjacent space to the offeror or any other
prospective tenant for the same or greater rental, provided the term of such
rental commences within one year of the Landlord's initial notice to the Tenant
and, if so rented, such adjacent space shall no longer be subject to this right
of first refusal.
(b) Notwithstanding the foregoing, this right of first refusal shall
not apply to any space leased by the Landlord to any other tenant either (i)
during such time as an uncured event of default by the Tenant exists under this
Lease or (ii) after Tenant has failed to exercise its option to extend the Term
as hereinabove provided and the time for notice to do so prior to the Expiration
Date has passed.
SECTION 48. OPTION TO PURCHASE THE BUILDING.
(a) In consideration for Tenant entering into this Lease, the
Landlord hereby grants to Tenant, and Xxxxxx accepts from Landlord, an option
(the "option") to purchase all right, title and interest of Landlord in the
Property (hereinafter defined) and all easements, reversions and other rights
appurtenant to the Property, subject to the terms and conditions of this Section
48. The price shall be that which is in effect at the time the Option is
exercised, according to the following schedule (hereinafter called the "Purchase
Price"):
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(i) From the Commencement Date until the last day of the 12th
full calendar month of the Term: $75.00 per square foot of
rentable area in the Building.
(ii) From the first day of the 13th full calendar month of the
Term until the last day of the 24th full calendar month of
the Term: $85.00 per square foot of rentable area in the
Building.
(iii) From the first day of the 25th full calendar month of the
Term until the last day of the 36th full calendar month of
the Term: $100.00 per square foot of rentable area in the
Building if 90% or more of the rentable area of the Building
is under a valid lease agreement or agreements (including
this Lease) or $95.00 per square foot of rentable area in
the Building if less than 90% of the Building is under a
valid lease agreement or agreements (including this Lease).
(iv) From the first day of the 37th full calendar month of the
Term until the last day of the 48th full calendar month of
the Term: $105.00 per square foot of rentable area in the
Building.
(v) From the first day of the 49th full calendar month of the
Term until the last day in the Initial Term on which the
Option may be exercised under subsection (b), below: $110.00
per square foot of rentable area in the Building.
For purposes of this Section 48 the "rentable area in the Building" shall be
deemed to be 60,880 square feet and the "Property" shall mean the Building and
that certain parcel of land upon which the Building is situated comprising 6.79
acres, more or less, and which is more particularly described in EXHIBIT E
attached hereto and incorporated herein.
(b) Tenant may exercise the Option only by giving written notice of
its election to purchase the Property to Landlord at any time between the
Commencement Date and the day which is 120 days prior to the expiration of the
62nd full calendar month of the Term (hereinafter called the "Option Period").
(c) During the period from the giving of Tenant's notice of exercise
of the Option until the Settlement,
(i) this Lease shall continue in effect as herein written
including, without limitation, Tenant's obligation to continue to pay Minimum
Annual Rent and any additional rent, fees and charges due under the Lease;
(ii) Landlord shall operate the Property in substantially the
same manner as theretofore; and
(iii) Landlord shall use its best efforts to comply in all
material respects with laws, ordinances and regulations of governmental
authorities having jurisdiction and applicable to the physical condition of the
Building (except for obligations assumed by tenants in lease agreements).
(iv) Landlord shall enter into no leases or service agreements
without Tenant's consent, unless Landlord was
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already contractually or otherwise legally obligated to do so prior to exercise
of the Option by Xxxxxx.
(d) Delivery of Landlord's deed, delivery to Tenant of exclusive
possession of the Property, payment of the Purchase Price and completion of any
other obligations set forth in this Section 48 (the "Settlement") shall take
place at a time and date (other than a Saturday, Sunday or Pennsylvania or
Federal holiday) mutually agreed upon by the Landlord and Tenant not later than
ninety (90) days following the date on which Tenant exercises the Option and
shall be held at the offices of either the title insurance company insuring
Tenant's title to the Property or Xxxxxx's legal counsel in the Philadelphia
metropolitan area.
(e) In the event that Tenant does not exercise the Option at or
before the expiration of the Option Period, for any reason, or Tenant notifies
the Landlord in writing that Tenant has no intention of exercising the Option in
the future, the provisions, obligations and liabilities under this Section 48
shall terminate and be null and void, without affecting the validity of any
other Section in the Lease.
(f) From and after the exercise of the Option by Xxxxxx in the manner
provided above, the Landlord is obligated to sell and Tenant is obligated to
purchase the Property, subject to the other terms and conditions of this Section
48, as follows:
(i) At Settlement:
1) Landlord shall deliver or cause to be delivered to
Tenant a Special warranty Deed for the Building, duly executed by the Landlord
and acknowledged and otherwise in proper form for recording.
2) Landlord shall convey good and marketable fee simple
title to the Property free and clear of all liens and encumbrances but subject
to all leases, easements, covenants, restrictions and other matters affecting
title as of the date of exercise of the Option by Xxxxxx. Liens on the Property
of an ascertainable amount shall be discharged at Settlement.
3) A corporate tax clearance certificate or title
insurance of the Property against the lien of corporate taxes.
4) Tenant shall deliver the Purchase Price to the Landlord
in immediately available funds by the payment method designated by the Landlord.
5) Real Estate taxes, rental on leases for the Building or
any part thereof, water and sewer rents, and other utility charges, if any,
shall be apportioned as of the date of Settlement. Without limitation of the
foregoing, Landlord shall pay and be responsible for payment of all real estate
taxes, water rents, sewer rents and similar annual charges which have become due
and payable prior to the Settlement.
6) Landlord agrees to pay, at or prior to Settlement, any
assessments for public improvements which were levied against the Property prior
to Settlement by any governmental authority having jurisdiction; provided,
however, that if such assessments are payable in installments to such
governmental authority then Landlord shall be responsible only for payment of
installments pro rated through the date of Settlement.
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7) All realty transfer taxes shall be paid in equal shares
by the Landlord and Xxxxxx.
8) Tenant will pay all title insurance premiums, the cost
of any survey and the cost of recordation and notary acknowledgement of the
Deed.
9) An assignment of leases and rents and a rent roll
certified as accurate in all material respects by the Landlord. Security
deposits held by Landlord under any leases shall be delivered to Tenant, who
shall assume in writing the obligation therefor pursuant to applicable leases.
Original leases of the tenants in the Building shall also be delivered to the
Tenant at Settlement.
10) A Bill of Sale for personal property owned by Landlord
and which is used only in connection with the management or maintenance of the
Building, if any.
11) Landlord shall make a good faith effort to obtain from
the tenants of the building estoppel certificates verifying rental rates then in
effect, the existence or absence of defaults and other matters reasonably
requested by the Tenant.
12) A fully executed affidavit on non-foreign status
pursuant to the Foreign Investment in Real Property Tax Act of 1980, as amended,
stating that Landlord is not a "foreign person" as defined therein or an I.R.S.
exemption from the withholding requirements of the Act or written authorization
for the purchaser to withhold pursuant to the Act.
13) All plans, specifications, surveys, maps, drawings,
subdivision and zoning approvals and permits, and other similar documents
pertaining to the Property which are in Landlord's possession or control.
14) Such other documents, if any, as may be required to be
delivered by Landlord under the terms of this Section 48 or as are required by
law.
(ii) In the event of fire or other casualty damage to the Building,
if the Building is not repaired or restored to its condition prior to the
casualty by the time of Settlement, Tenant may elect to either extinguish its
Option and all its and Landlord's rights and obligations under this Section 48
or to purchase the Property in its damaged condition and receive at Settlement
an assignment of Landlord's share of any insurance proceeds paid or payable as a
result of such casualty. Without affecting the validity of the foregoing, it is
understood that Landlord bears the risk of loss of the Property by fire or other
casualty until the date fixed for Settlement hereunder.
(iii) In the event that a declaration of taking of the Property or
any part thereof is filed in the appropriate public records or delivered to
Landlord or Tenant between the date of Tenant's exercise of the Option and the
date fixed for Settlement hereunder by a governmental or quasi-governmental
authority or public utility company having the power of condemnation, Tenant
shall have the right to terminate its right and obligation to purchase the
Property under this Section by giving written notice thereof to Landlord by the
date fixed for Settlement hereunder. In the event of such termination, the
parties hereto shall have no further liability or obligation under this Section
of the Lease.
(g) In the event Landlord does not have good and marketable fee
simple title to the Property at or preceding the time of Settlement and
insurable as such by a reputable title insurance company doing business in the
Philadelphia metropolitan
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area at such company's regular rates, Tenant shall notify Landlord of the
alleged defect. Landlord shall have 30 days thereafter to correct the defect
if Landlord so desires, with Settlement being delayed to the extent necessary
to allow such 30 day period. If the Landlord is unwilling or unable to do so,
Tenant may, as Xxxxxx's sole choices, either (i) terminate the Option or (ii)
accept such title as Seller shall be able to give and proceed with Settlement
without abatement of the Purchase Price. If Tenant elects to terminate this
Option by written notice to Landlord, the rights and obligations of Landlord and
Tenant under this Section 48 shall be null and void and the Lease shall
otherwise continue in full force and effect with respect to the Premises.
(h) Tenant expressly acknowledges and agrees that if Tenant purchases
the Property it is doing so (i) based upon the results of its own inspection
thereof and not upon any statements, representations or warranties of the
Landlord or any agent of Landlord regarding building or other property
condition, environmental matters, cost of operation, survey matters, zoning,
income, expenses or other matters of any kind or nature whatsoever and (ii) on
an "As Is" basis with no warranties or representations of any kind whatsoever,
whether expressed or implied.
(i) Time is of the essence of this Section 48 and any other
provisions of this Lease. Tender of an executed deed and purchase money are
hereby waived.
(j)(i) Landlord covenants and agrees that during the Option Period
the Landlord shall: 1) afford Tenant and its agents, architects, engineers, and
designers full and unlimited access to the Property (subject to the rights of
other tenants in the Building) at all reasonable times, upon reasonable advance
notice, for the purpose of making such tests, inspections, reviews or
examinations of the Property (hereinafter a "test") as Tenant may desire,
provided, however, that no test shall deface, damage or otherwise alter the
condition of the Building or Property (except that test borings and the like may
be conducted if the Property is immediately restored to its original condition)
and Tenant shall indemnify, defend and hold harmless the Landlord from and
against any loss, cost, liability, claim or damage suffered or incurred by the
Landlord as a result of any test; and 2) afford Tenant or its auditors access to
records pertaining to the revenues and expenses from operation of the Property
and such records pertaining to title to the Property as are in Landlord's
possession, provided that the Tenant and Landlord are engaged at such time in
bona fide negotiations pertaining to the sale of the Property.
(ii) The tests referred to in the preceding paragraph may include an
investigation of Landlord's compliance with federal and state laws pertaining to
the environment and the presence of hazardous substances or underground tanks at
the Property. In connection with such investigation: 1) Landlord will comply in
good faith with any reasonable request for information made by Tenant or its
agents; and 2) Landlord will assist Tenant or its agents in obtaining any
records pertaining to the environmental condition of the Property; provided that
none of the foregoing shall involve material cost and expense to the Landlord.
Tenant shall provide to Landlord, upon request, copies of any written reports,
studies or other results of any tests or investigations permitted under this
Section 48.
(iii) If Tenant, in the course of conducting the tests, discovers any
condition in, under or upon the Property which Tenant reasonably believes
constitutes a violation of any federal or state law, Tenant shall have the
right, but not the obligation, to terminate the Option by written notice to the
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Landlord, in which event this Section 48, but not the Lease, shall be null and
void; provided, however, that such termination by Tenant must occur not later
than 30 days after Xxxxxx's exercise of the option.
(k) Tenant may appoint a nominee to receive title to the Property at
Settlement.
(1) In the event of a willful default under the provisions of this
Section by Landlord after Xxxxxx's exercise of the Option, Tenant shall have the
benefit of all remedies available to it under law or in equity (including,
without limitation, the right to compel conveyance of the Property by an action
for specific performance). Tenant's obligation to purchase the Property under
this Section are contingent upon Landlord's performance of its obligations under
this Section in all material respects.
(m) After expiration of the Tenant's rights to the Option as provided
above and so long as there exists no Event of Default under this Lease and the
Tenant remains lawfully in possession of the Premises, Landlord agrees as
follows:
(i) If the undersigned Landlord elects to actively market the
Property by listing the Property for sale with a broker under a listing
agreement and offering the Property for sale to the public, Landlord will give
Tenant written notice thereof. Tenant shall have seven (7) days after Landlord
gives such notice in which to express an interest in negotiating to purchase the
Property. If such interest is expressed in writing to Landlord, Tenant shall be
allowed a thirty (30) day waiting period from such expression of interest in
which to make an offer or offers to Landlord for the purchase of the Property,
during which time Landlord shall not enter into an agreement of sale for the
Property with any other person or entity. Landlord shall not be obligated to
give any such notice to Tenant more than once in any nine (9) month period.
After nine (9) months from giving Xxxxxxxx's notice, notice shall again be
required only if the undersigned Landlord has not sold or conveyed the Property
and such Landlord again elects to actively market, or elects to continue to
actively market, the Property as aforesaid.
(ii) If the undersigned is not actively marketing the Property as
described in paragraph (i) and has not given the notice in paragraph (i) within
the preceding nine (9) months and Landlord receives an offer to purchase the
Property, Landlord shall notify the Tenant and shall refrain from entering into
an agreement to sell the Property for a ten (10) day waiting period after giving
such notice in order to allow Xxxxxx, if Tenant so desires, to make an offer to
purchase the Property. No further notice shall be required at any time
thereafter during any negotiations for the sale of the Property between Landlord
and any person or entity involved in the initial offer to purchase the Property.
(iii) Neither of the foregoing paragraphs shall imply any obligation
of Landlord to 1) sell the Property to Tenant on any particular terms or
conditions, on any terms or conditions more or less favorable than those offered
or accepted by anyone else or on any terms not acceptable to Landlord in
Landlord's sole discretion at any time or 2) refrain from selling the Property
to anyone else after the required notice is given and applicable waiting periods
expire. This subsection (m) shall be void following any conveyance of the
Property. Failure of Landlord to comply with the requirements of this Section
shall not void or otherwise affect the validity or enforceability of any
agreement of sale for, or conveyance of, the Property by Landlord.
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SECTION 49. MEMORANDUM OF LEASE. Tenant may prepare and submit to Landlord
a customary form of memorandum of this Lease for recording in the Office of the
Recorder of Deeds and, subject to Landlord's approval of the form and content
(not to be unreasonably withheld), Landlord shall execute the memorandum and
return it to Tenant for recording.
SECTION 50. FINANCING CONTINGENCY. Tenants and Landlord's obligations
under this Lease may be terminated and extinguished by Xxxxxx giving written
notice to Landlord within two weeks of Landlord's execution and acceptance of
this Lease if Xxxxxx is unable, within such time to obtain the financing
necessary for construction of Xxxxxx's planned improvements. If no such notice
of termination and extinguishment is given to Landlord within two weeks, as
aforesaid, then this Section 50 shall have no force or effect. Notwithstanding
the definition of the "Commencement Date" in the Term Sheet or anything else in
the Lease to the contrary, in no event shall the Commencement Date occur until
at least 30 days after the expiration or written waiver of the contingency
contained in this Section.
IN WITNESS WHEREOF, this Rider to Lease has been executed by Xxxxxxxx and
Xxxxxx as of the date specified upon the signature page of the Lease form.
Nairn Great Valley, Inc.
Attest:/S/ XXXX X. XXXXXX By:/S/ XXXX X. XXXXXX
Secretary Name:XXXX X. XXXXXX
Title:PRESIDENT
Apollon, Inc.
Attest:/S/ XXXXXXX X. XXXXXXX By:/S/ XXXXXXX X. XXXXXXXX, XX.
Assistant Secretary Name:XXXXXXX X. XXXXXXXX, XX.
Title:PRESIDENT
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EXHIBIT A
[DIAGRAM DEMONSTRATING DEMISING BOUNDARIES OF
LEASED PREMISES OF APOLLON, INC.]
[TO BE ATTACHED PRIOR TO EXECUTION OF LEASE]
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EXHIBIT B
[DIAGRAM DEMONSTRATING PLANS FOR LEASED PREMISES
OF APOLLON, INC.]
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ATTACHED TO AND FORMING A PART OF REPORT OF
TITLE NO. F 253 558 CO
------------------------------------------------
------------------------------------------------
DESCRIPTION - 0 Xxxxx Xxxxxx Xxxxxxx
ALL THAT CERTAIN tract of land, SITUATE on the East side of Route 29, Moorehall
Road, East Whiteland Township, Xxxxxxx County, Pennsylvania, according to a
Parcel XXIX Land Title Plan of Xxxxx and Associates, Great Valley Corporate
Center by Xxxxxx Associates, Inc., dated August 10, 1982, last revised August
11, 1983, as follows:
BEGINNING at a point on the common title line with lands of now or formerly of
Warner Company; said point being measured the following courses and distances
along the title line of Moorehall Road (L.R. 15134) from a point marking its
intersection with the original South right-of-way line of Flat Road (40.00 feet
wide) when extended); South 11 degrees, 44 minutes, 00 seconds East, 280.00 feet
to a point; thence crossing over said Moorehall Road, North 78 degrees, 06
minutes, 00 seconds East, along lands of said Warner Company, 1,077.87 feet to
the beginning point; thence from said beginning point North 7B degrees, 06
minutes, 00 seconds East, along the lands of Warner Co., 420.56 feet to a stone
corner marker; thence South 12 degrees, 36 minutes, 00 seconds East along the
lands of Warner Co. 658.39 feet to a corner point marking the lands of Parcel
III; thence from said point and along the common property line with Parcel III,
South 77 degrees, 39 minutes, 07 seconds Hest, 773.37 feet to a corner point in
the said property line at a point of curve on the Southern side right-of-way of
the cul-de-sac of Great Valley Parkway East; thence from said point and crossing
through a 20 feet wide Water Company Easement along said road cul-de-sac
right-of-way line on an arc of a circle curving to the left with a radius of
60.00 feet, the arc distance of 94.25 feet to a point in the North side of the
road cul-de-sac right-of-way line with lands of parcel XXXI; thence leaving said
cul-de-sac North 77 degrees, 39 minutes, 07 seconds East, along the common
property line with Parcel XXXI, 307.77 feet to a corner point; thence from said
point and still along the common property line with Parcel XXXI North 12
degrees, 36 minutes, 00 seconds West, crossing over a 20 feet wide sanitary
sewer easement, 194.53 feet to an angle point; thence South 77 degrees, 24
minutes, 00 seconds West, 15.00 feet to an angle point; thence still by Parcel
XXXI; North 12 degrees, 36 minutes, 00 seconds West 407.21 feet to the
aforementioned point and place of beginning.
CONTAINING 6,723 acres of land, be the same more or less.
XXXXXXX COUNTY TAX PARCEL #42-2-12.2
BEING the same premises which became vested in Moorehall Associates Limited
Partnership, a Pennsylvania limited partnership, by Deed from Great Valley
Industrial Holding Corporation, a Pennsylvania corporation, dated August 20,
1982, recorded in Xxxxxxx County Deed Book I 60, page 60.
EXHIBIT C
SPECIFICATIONS FOR LEASED PREMISES OF APOLLON, INC.
Xxxxxxxx's work obligations for the Premises under the Lease to Apollon,
Inc. shall be limited to demolition necessary to bring the Premises into
compliance with the Plans attached as EXHIBIT B.
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EXHIBIT D
RULES AND REGULATIONS FOR ONE GREAT VALLEY PARKWAY
SEE RULES AND REGULATIONS ATTACHED HERETO
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EXHIBIT D
TO FLEX SPACE LEASE
RULES AND REGULATIONS
The following rules and regulations have been formulated for the safety and
well-being of all Tenants of the Building. Adherence to these rules and
regulations insures that each and every Tenant will enjoy a safe and happy
occupancy in the building.
1. Hours of Operations
The Building will be open from 8:00 a.m. through 6:00 p.m., Monday through
Friday ("normal business hours and days of operation"). The building will be
closed on the following holidays:
New Year's Day
Independence Day
Memorial Day
Labor Day
Thanksgiving Day
Christmas Day
2. Building Entrances
All Tenants and Tenant's employees, agents, visitors, and licensees of tenants
are to use the main entrance. Tenant and Tenant's employees, agents, visitors,
and licensees are requested not to use firestairs and exits unless an emergency
situation exists.
3. Stairways and Exits
Fire stairways and exits are marked for the convenience and safety of all.
Please be sure all employees are familiar with fire stairway exits.
4. Fire Alarm and Sprinkler Systems
When fire drills or system tests are required, all Tenants will be notified at
least 12 hours in advance. Please notify all employees upon receipt of said
notice. Neither Tenant nor any of the Tenant's employees, agents, visitors or
licensees shall at any time bring or keep upon the premises any inflammable,
combustible or explosive fluid, chemical or substance.
5. Maintenance Services
Maintenance for which Landlord is obligated will be provided for the building by
the management staff or a contractor. If there are special requirements or
specific maintenance repairs, for which Landlord is obligated, please contact
building management. For scheduled maintenance which may take place during
normal business hours and days of operation, Tenants will be notified 24 hours
in advance when practical. Any request for maintenance which is specifically
recited as the responsibility of the Tenant in the lease agreement will be
billed to Tenant at a rate of the actual cost of labor and material to the
building, plus an administrative charge established by Landlord. No Tenant shall
contract for floor polishing, rug cleaning, changing of light bulbs, cleaning of
electrical fixtures, removal of waste paper, rubbish, garbage service or any
other similar services in the demised premises except from contractors,
companies or persons approved by building management. All such contractors,
companies or persons shall, while in the building and outside the building,
comply with all instructions issued by Xxxxx & Xxxxx.
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6. Common Areas
The entrance ways, elevators, corridors or halls, stairways, restrooms or other
areas of the building not occupied by any Tenant ("Common Areas") shall not be
obstructed or encumbered by any Tenant or used for any purpose other than
ingress and egress to and from the demised premises. Restrooms shall not be
obstructed or encumbered by any Tenant. Canvassing, soliciting, displaying and
peddling in the building is prohibited and each Tenant shall cooperate to
prevent the same.
7. Management Office
The management office is located at Five Great Valley Xxxxxxx, Xxxxx 000,
Xxxxxxx, XX. Office hours will be from 8:00 a.m. - 5:00 p.m., Monday through
Friday. In the case of emergencies, please call 000-0000 for assistance.
8. Alteration to Premises
No additional locks or bolts of any kind shall be placed upon any doors or
windows without the written consent of building management. All keys used in
connection with the demised premises shall be furnished by Landlord, and the
same shall be surrendered upon the termination of the Tenant's lease including,
but not limited to, keys to rooms and offices within the demised premises, to
storage rooms and closets, to cabinets and to the built-in furniture, whether or
not such keys were furnished by Landlord or procured by the Tenant. On
termination of the Tenant's lease, the Tenant shall disclose to Landlord or his
agents the combinations of all locks for safes, safe cabinets and upon the doors
of vaults, if any, remaining in the demised premises. If the Tenant desires
telegraphic, telephonic or electrical connections, management or its agents will
supervise the boring and cutting of walls and other fixtures and the stringing
of wires, at the Tenant's cost. Tenants are not permitted to attach or affix any
antenna, receiver or transmitter to the exterior of any portion of the building
or roof without prior written consent from Landlord.
9. General Restrictions
(a) No bicycles, vehicles, or animals of any kind shall be brought into or kept
in the demised premises. Seeing eye dogs will be an exception to this rule
(owners are responsible for the behavior of their companion).
(b) No cooking shall be done or permitted by Tenant in its demised premises
except with Xxxxxxxx's prior written approval. Tenant may install and
operate for the convenience of Tenant's employees, those small appliances
such as, by way of example, coffee machines and microwave ovens, necessary
or appropriate for the preparation or heating of beverages and light
snacks.
(c) Tenant shall not cause or be permitted any unusual or objectionable odors
to originate from the demised premises.
(d) No space in or about the building shall be used for the manufacture,
storage or sale at auction of merchandise, goods or tangible property of
any kind without specific permission of owner.
(e) The demised premises shall not be used for lodging or sleeping or for any
immoral or illegal purposes.
(f) Neither the Tenant nor Tenant's employees, agents, visitors or licensees
shall make or permit to be made any disturbing noises that interfere with
occupants of the building or
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neighboring buildings, whether by the use of any musical instrument, radios,
tapes, records, whistling, singing or by any other way. Neither the Tenant
nor Tenant's employees, agents, visitors or licensees shall throw anything
out of the doors or windows or down the corridors or stairs of the demised
premises and the building.
10. The parking areas and exterior common areas shall not be obstructed by
Tenant or used by Tenant for any purposes other then parking of motor
vehicles and ingress and egress from and to Tenant's offices. Tenant's
agents, invitees and licensees shall not be permitted to park or store on
the grounds any commercial vehicle or storage vehicle for a period longer
than 12 hours. Tenant shall observe and use only for their designated
purpose, and shall cause its employees, contractors, guests, and invitees
to observe and use only for their designated purpose, all handicapped
parking spaces, loading zones and fire lanes as established by Landlord
from time to time.
11. Landlord reserves the right to rescind, suspend or modify any rules or
regulations and to make such other rules or regulations as, in Landlord's
reasonable judgment, may from time to time be required for the safety,
care, maintenance, operation and cleanliness of the building and common
areas or for the preservation of good order therein. Notice to Tenant of
any action by Xxxxxxxx described to in this paragraph shall have the same
force and effect as if originally made a part of the foregoing lease.
12. No Tenant is to utilize any type of space heater without prior approval of
the Property Manager, as this may tax our electrical system and is a
potential fire hazard.
13. Live Christmas trees are not permitted due to a possible fire hazard.
14. Tenant covenants not to place a load on any floor above the first floor
exceeding an average rate of 50 pounds live load per square foot of floor
area, exclusive of Tenants interior partitions and not to move any safe,
vault or other heavy equipment in, about, or out of the premises, except in
such manner and at such time as Landlord shall in each instance authorize.
15. Tenant's business machines and mechanical equipment which cause vibration
or noise that may be transmitted to the building structure or to any other
space in the building shall be so installed, maintained and used by Tenant
as to eliminate such vibration and noise.
16. The rules and regulations are not intended to give Tenant any rights or
claims in the event that Landlord does not enforce any of them against
other Tenants or if Landlord does not have the right to enforce any of them
against other Tenants and such nonenforcement will not constitute a waiver
as to Tenant. If any provision of the lease conflicts with these Rules and
Regulations, the provision in the lease shall supersede the conflicting
provision herein.
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ATTACHED TO AND FORMING A PART OF REPORT OF
TITLE NO. F 253 558 CO
--------------------------------------------------
--------------------------------------------------
DESCRIPTION - 0 Xxxxx Xxxxxx Xxxxxxx
ALL THAT CERTAIN tract of land, SITUATE on the East side of Route 29, Moorehall
Road, East Whiteland Township, Xxxxxxx County, Pennsylvania, according to a
Parcel XXIX Land Title Plan of Xxxxx and Associates, Great Valley Corporate
Center by Xxxxxx Associates, Inc., dated August 10, 1982, last revised August
11, 1983, as follows:
BEGINNING at a point on the common title line with lands of now or formerly of
Warner Company; said point being measured the following courses and distances
along the title line of Moorehall Road (L.R. 15134) from a point marking its
intersection with the original South right-of-way line of Flat Road (40.00 feet
wide) when extended); South 11 degrees, 44 minutes, 00 seconds East, 280.00 feet
to a point; thence crossing over said Moorehall Road, North 78 degrees, 06
minutes, 00 seconds East, along lands of said Warner Company, 1,077.87 feet to
the beginning point; thence from said beginning point North 78 degrees, 06
minutes, 00 seconds East along the lands of Warner Co., 420.56 feet to a stone
corner marker; hence South 12 degrees, 36 minutes, 00 seconds East along the
lands of Warner Co. 658.39 feet to a corner point marking the lands of Parcel
III; thence from said point and along the common property line with Parcel III,
South 77 degrees, 39 minutes, 1 seconds West, 773.37 feet to a corner point in
the said property line at a point of curve on the Southern side right-of-way of
the cul-de-sac of Great Valley Parkway East; thence from said point and crossing
through a 20 feet wide Water Company Easement along said road cul-de-sac
right-of-way line on an arc of a circle curving to the left with a radius of
60.00 feet, the arc distance of 94.25 feet to a point on the North side of the
road cul-de-sac right-of-way line with lands of parcel XXXI; thence leaving said
cul-de-sac North 77 degrees, 39 minutes, 07 seconds East, along the common
property line with Parcel XXXI, 307.77 feet to a corner point; thence from said
point and still along the common property line with Parcel XXXI North 12
degrees, 36 minutes, 00 seconds West, crossing over a 20 feet wide sanitary
sewer easement, 194.53 feet to an angle point; thence South 77 degrees, 24
minutes, 00 seconds West, 15.00 feet to an angle point; thence still by Parcel
XXXI; North 12 degrees, 36 minutes, 00 seconds West 407.21 feet to the
aforementioned point and place of beginning.
CONTAINING 6,723 acres of land, be the same more or less.
XXXXXXX COUNTY TAX PARCEL #42-2-12.2
BEING the same premIses which became vested in Moorehall Associates Limited
Partnership, a Pennsylvania limited partnership, by Deed from Great Valley
Industrial Holding Corporation, a Pennsylvania corporation, dated August 20,
1982, recorded in Xxxxxxx County Deed Book I 60, page 60.
EXHIBIT E
LEGAL DESCRIPTION OF PROPERTY
[TO BE ATTACHED PRIOR TO EXECUTION]
FLEX SPACE LEASE
ONE GREAT VALLEY PARKWAY
Between Nairn Great Valley, Inc., as Landlord
and
APOLLON, INC., as Tenant
Date: JULY 8, 1992
