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EXHIBIT 10.9
UNIVERSITY SCIENCE CENTER LEASE
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This Lease concerns space in the University Science Center ("Center") at 000
Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxx 00000
Date: 5/22/96
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Landlord: University Science Center Partnership
Address: 1265 XXXX Building, 000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000-0000
Tenant: Focused Research, Inc.
Address: 000 Xxxxxxx Xxxxx, Xxxxx X
Xxxx: May 1, 1996 through April 30, 1997. Focused Research will have the
right to terminate the agreement at any time during the term with two
months written notice.
Renewal Options:
Leased Premises: 180 square feet as shown on Attachment A
Rent: $270.00 monthly
Security Deposit:
Additional Services and Rights: Tenant will have the right to reserve the MGE
Innovation Center Conference Room and the right to use the fax and
copy machine at the reimbursed rates charged to Center tenants.
Special Provisions:
This Lease Agreement includes the General Conditions attached hereto and made a
part hereof and any reasonable policies and procedures promulgated from time to
time by Landlord and provided to Tenant.
Executed as of the day and date first above written.
LANDLORD: TENANT:
University Science Center Partnership Focused Research, Inc.
By: /s/ Signature Illegible By: /s/ Signature Illegible
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Xxxxx X. XxXxxx, Assistant Xxx Xxxxxxxx, Senior Scientist
Secretary/Treasurer, University Research
Park Facilities Corp., Managing Partner STATE OF WISCONSIN )
) ss.
STATE OF WISCONSIN ) COUNTY OF DANE )
) ss.
COUNTY OF DANE ) Personally came before me
this ___________ day of ________________, 1996, ___________________of the
Personally came before me this______ day of such above-named corporation, to me
known to be ____________________, 1996, Xxxxx X. XxXxxx, Assistant officer of
said corporation, and acknowledged that he Secretary/Treasurer of the
above-named corporation, executed the foregoing instrument as such officer as to
me known to be such officer of said corporation, the deed of said corporation,
by its authority and acknowledged that he executed the foregoing instrument as
such officer as the deed of said corporation, by its authority.
/s/ Notary Public, Dane County, Wisconsin
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General Conditions
Premises. Landlord, in consideration of the rent to be paid and the covenants to
be performed by Tenant, does hereby
(a) Demise and lease unto Tenant, and Tenant hereby rents from Landlord space
in that part of the Center illustrated on Exhibit "A" (the "Premises").
(b) Agree to permit Tenant equal access and common use of the Common Areas
illustrated on Exhibit A.
Termination. The foregoing section notwithstanding, Landlord may terminate this
Lease upon no less than ninety (90) days written notice to Tenant. This Lease
shall thereupon terminate at the end of the calendar month after the passage of
such ninety (90) days. Surrender of Premises. At the expiration of or any
termination of this Lease, Tenant shall surrender the Premises in the same
condition as at the commencement of the term, reasonable wear and tear excepted,
and shall surrender all keys to Landlord. Tenant's obligations hereunder shall
survive expiration or termination of the Lease.
Past Due Rent. If Tenant fails to pay rent when the same is due, the unpaid
amount shall, at Landlord's option and without waiving any other right of
Landlord, bear interest from the due date to the date of payment at eighteen
percent (18%) per annum.
Alterations, Improvements and Changes. Tenant, at its own expense, shall have
the right to make such alterations, improvements and changes to the Premises as
it may deem necessary, PROVIDED that prior to making any alterations,
improvements or changes, Tenant shall obtain Landlord's prior written approval
of plans and specifications. Landlord may withhold its consent to any
improvements or alterations for reasons other than the financial ability of the
Tenant if such reasons are such as would be similarly relied upon by a
reasonably prudent businessman then leasing a quantity of space comparable in
size to the Premises. Tenant shall in no event make any alteration, improvements
or changes which will decrease the value of the Premises or adversely affect the
structural integrity of the building within which the Premises are located.
Tenant shall promptly pay all contractors and materialmen for work and supplies
and shall not permit any lien to attach to the Premises. Should any lien attach
or should a "Notice of Intent to File Lien" be mailed to or served upon Tenant
or Landlord as a result of material or services supplied or performed at the
request of Tenant, Tenant shall immediately bond against the same or discharge
the lien within ten (10) days thereafter. In any and all events Tenant shall and
does hold Landlord harmless against the lien.
Disposition of Improvements. Notwithstanding their disposition, provided
elsewhere in this Lease, all alterations, improvements, changes or additions
shall be the property of Landlord, and Tenant shall have only a leasehold
interest therein.
Maintenance by Tenant. Tenant shall, at its own cost and without any expense to
Landlord or claim against Landlord for reimbursement, keep, maintain and repair
the Premises, in the same condition as the Premises existed as of the
commencement of this Lease, including all improvements of every kind which may
be a part thereof (except structural repairs to the building, its roof, heating,
air conditioning and ventilating systems) and shall repair, restore, and replace
any improvements or landscaping which may be destroyed or damaged other than by
reason of the willful act or negligence of Landlord or its agents.
Reconstruction of Damaged Premises. In the event that any buildings or
improvements on the Premises shall be partially or totally destroyed by fire or
other casualty so as to make the Premises totally untenantable, rent and other
charges due from Tenant under the Lease shall xxxxx to the extent that and in
proportion as Tenant's operations are curtailed by such fire or other casualty.
Within a reasonable time, Landlord shall repair the Premises in a manner and to
at least a condition equal to that prior to the damage or destruction. If
repairs are not complete within a reasonable time, Tenant shall have the right
to terminate this Lease. In the event that Tenant shall elect to terminate this
Lease, Tenant shall have no further obligations under this Lease. Any and all
insurance proceeds paid to Landlord or Tenant shall be earmarked for repair and
restoration of the damages to the Premises. In any event, Tenant shall have no
obligation to repair or replace the Premises.
Utilities. Landlord shall pay for and provide all normal capacity utilities
except telephone service.
Fees, Assessments and Real Property Taxes. Tenant shall pay and discharge, as
they become due, promptly and before delinquency, all charges, license fees,
whether general or
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special, ordinary or extraordinary, of every nature and kind whatsoever which
may be levied, assessed, charged or in respect of Tenant's operations on and
occupancy of the Premises except real estate taxes.
Personal Property Taxes. Tenant shall promptly pay and discharge, as they become
due and before any delinquency whatsoever, all personal property taxes,
assessments, rates, license fees, municipal liens, levies, excises or imports of
every nature and kind levied, assessed, charged or imposed on or against
Tenant's leasehold interest or personal property of any kind owned or placed in
the Premises by Tenant.
Condition and Use. Tenant shall use the Premises solely for office and
laboratory use and uses incidental thereto and for no other purpose without
Landlord's prior written permission, which permission may be withheld by
Landlord in the exercise of its reasonable business judgment. No use shall be
permitted, or acts done, which may cause a cancellation of any insurance policy
covering the Premises nor shall Tenant sell, permit to be kept, used or sold in
or about the Premises any article which may be prohibited from the standard form
of fire insurance policy. Tenant shall, at its own expense, comply with all
requirements pertaining to the Premises imposed by any insurance company for the
continued maintenance of insurance required by this Lease. Tenant is fully
familiar with the physical condition of the Premises, Improvements and equipment
and has received the same in good order and condition. Landlord makes no
representation or warranty with respect to the condition of the Premises,
Improvements and equipment, or its fitness or availability for any particular
use, and Landlord shall not be liable for any latent or patent defect. By
execution of this Lease, Tenant accepts the Premises, improvements and equipment
"as is".
Waste and Nuisance. Tenant shall comply with all applicable laws affecting the
Premises and Tenant's business and use of such Premises. Tenant shall not
commit, or permit to be committed, any waste or nuisance on the Premises.
Right of Entry. Tenant shall permit Landlord, its agents and employees, upon
reasonable prior notice, to enter the Premises at all reasonable times for the
purpose of inspecting the same or for the purpose of posting notices of
availability for rent without any rebate or abatement of rent and without any
liability for any loss of occupation or quiet enjoyment of the Premises.
Use of Common Areas. Landlord and Tenant shall not take any action to obstruct
the Common Areas as depleted on Exhibit A, and each shall make reasonable
efforts to prevent obstruction of such Common Areas by their employees, agents,
customers, licensees, invitees, tenants and subtenants. Landlord agree to
include in any leases which provide for the lease of all or part of the Common
Areas, a provision or provisions which will restrict its tenants from
obstructing the Common Areas and require any such tenants to make reasonable
efforts to prevent obstruction of the Common Areas.
No Right to Encumber. Tenant shall not encumber, by mortgage, chattel or real
estate security agreement, deed of trust or any other similar security documents
or documents of transfer and conveyance, its leasehold interest and estate in
the Premises.
Casualty Insurance. Landlord shall, at all times during the term of this Lease,
at Landlord's sole expense, keep the Premises insured against loss or damage by
fire and extended coverage hazards.
Public Liability Insurance. Tenant shall, at all times during the term of this
Lease, at Tenant's sole expense, keep in full force and effect a policy of
public liability and property damage insurance with respect to the Premises and
all business operated thereon, with limits of public liability not less than One
Million Dollars ($1,000,000.00) for injury of or death to any one person, and
One Million Dollars ($1,000,000.00) for injury or death in any one occurrence,
and property damage liability Insurance in the amount of One Million Dollars
($1,000,000.00). Such coverages may be increased by Landlord in the event
standard insurance coverages for similar premises in the City of Madison
increase for the same or similar uses.
Loss and Damage. Tenant shall be solely responsible for carrying personal
property insurance sufficient to cover loss of all personal property on the
Premises. Landlord shall not be liable for any damage to or loss of property of
Tenant or others located on the Premises except to the extent such damage or
loss was caused by Landlord's negligent or willful act. Landlord shall not be
liable for any injury or damage to persons or property resulting from fire,
explosion, falling plaster, steam, gas, electricity, water, rain, snow or leaks
from any part of the Premises, or from pipes, appliances or plumbing works, or
from any other place, or by dampness, or by any other cause of any nature except
to the extent such injury or damage was caused by Landlord's negligent or
willful act. Landlord shall not be liable for any such damage caused by persons
on the Premises, occupants of adjacent property or the public, or caused by
construction of any private, public, or quasi-public work except to the extent
such damage was caused by Landlord's own negligent or willful act. Landlord
shall not be liable for any latent defect in the Premises.
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Disposition of Improvements. Notwithstanding their disposition, provided
elsewhere in this Lease, all alterations, improvements, changes or additions
shall be the property of Landlord, and Tenant shall have only a leasehold
interest therein.
Maintenance by Tenant. Tenant shall, at its own cost and without any expense to
Landlord or claim against Landlord for reimbursement, keep, maintain and repair
the Premises, in the same condition as the Premises existed as of the
commencement of this Lease, including all improvements of every kind which may
be a part thereof (except structural repairs to the building, its roof, heating,
air conditioning and ventilating systems) and shall repair, restore, and replace
any improvements or landscaping which may be destroyed or damaged other than by
reason of the willful act or negligence of Landlord or its agents.
Reconstruction of Damaged Premises. In the event that any buildings or
improvements on the Premises shall be partially or totally destroyed by fire or
other casualty so as to make the Premises totally untenantable, rent and other
charges due from Tenant under the Lease shall xxxxx to the extent that and in
proportion as Tenant's operations are curtailed by such fire or other casualty.
Within a reasonable time, Landlord shall repair the Premises in a manner and to
at least a condition equal to that prior to the damage or destruction. If
repairs are not complete within a reasonable time, Tenant shall have the right
to terminate this Lease. In the event that Tenant shall elect to terminate this
Lease, Tenant shall have no further obligations under this Lease. Any and all
insurance proceeds paid to Landlord or Tenant shall be earmarked for repair and
restoration of the damages to the Premises. In any event, Tenant shall have no
obligation to repair or replace the Premises.
Utilities. Landlord shall pay for and provide all normal capacity utilities
except telephone service.
Fees, Assessments and Real Property Taxes. Tenant shall pay and discharge, as
they become due, promptly and before delinquency, all charges, license fees,
whether general or special, ordinary or extraordinary, of every nature and kind
whatsoever which may be levied, assessed, charged or in respect of Tenant's
operations on and occupancy of the Premises except real estate taxes.
Personal Property Taxes. Tenant shall promptly pay and discharge, as they become
due and before any delinquency whatsoever, all personal property taxes,
assessments, rates, license fees, municipal liens, levies, excises or imports of
every nature and kind levied, assessed, charged or imposed on or against
Tenant's leasehold interest or personal property of any kind owned or placed in
the Premises by Tenant.
Condition and Use. Tenant shall use the Premises solely for office and
laboratory use and uses incidental thereto and for no other purpose without
Landlord's prior written permission, which permission may be withheld by
Landlord in the exercise of its reasonable business judgment. No use shall be
permitted, or acts done, which may cause a cancellation of any insurance policy
covering the Premises nor shall Tenant sell, permit to be kept, used or sold in
or about the Premises any article which may be prohibited from the standard form
of fire insurance policy. Tenant shall, at its own expense, comply with all
requirements pertaining to the Premises imposed by any insurance company for the
continued maintenance of insurance required by this Lease. Tenant is fully
familiar with the physical condition of the Premises, improvements and equipment
and has received the same in good order and condition. Landlord makes no
representation or warranty with respect to the condition of the Premises,
improvements and equipment, or its fitness or availability for any particular
use, and Landlord shall not be liable for any latent or patent defect. By
execution of this Lease, Tenant accepts the Premises, improvements and equipment
"as is".
Waste and Nuisance. Tenant shall comply with all applicable laws affecting the
Premises and Tenant's business and use of such Premises. Tenant shall not
commit, or permit to be committed, any waste or nuisance on the Premises.
Right of Entry. Tenant shall permit Landlord, its agents and employees, upon
reasonable prior notice, to enter the Premises at all reasonable times for the
purpose of inspecting the same or for the purpose of posting notices of
availability for rent without any rebate or abatement of rent and without any
liability for any loss of occupation or quiet enjoyment of the Premises.
Use of Common Areas. Landlord and Tenant shall not take any action to obstruct
the Common Areas as depleted on Exhibit A, and each shall make reasonable
efforts to prevent obstruction of such Common Areas by their employees, agents,
customers, licensees,
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invitees, tenants and subtenants. Landlord agrees to include in any leases which
provide for the lease of all or part of the Common Areas, a provision or
provisions which will restrict its tenants from obstructing the Common Areas and
require any such tenants to make reasonable efforts to prevent obstruction of
the Common Areas.
No Right to Encumber. Tenant shall not encumber, by mortgage, chattel or real
estate security agreement, deed of trust or any other similar security documents
or documents of transfer and conveyance, its leasehold interest and estate in
the Premises.
Casualty Insurance. Landlord shall, at all times during the term of this Lease,
at Landlord's sole expense, keep the Premises insured against loss or damage by
fire and extended coverage hazards.
Public Liability Insurance. Tenant shall, at all times during the term of this
Lease, at Tenant's sole expense, keep in full force and effect a policy of
public liability and property damage insurance with respect to the Premises and
all business operated thereon, with limits of public liability not less than One
Million Dollars ($1,000,000.00) for injury of or death to any one person, and
One Million Dollars ($1,000,000.00) for injury or death in any one occurrence,
and property damage liability insurance in the amount of One Million Dollars
($1,000,000.00). Such coverages may be increased by Landlord in the event
standard insurance coverages for similar premises in the City of Madison
increase for the same or similar uses.
Loss and Damage. Tenant shall be solely responsible for carrying personal
property insurance sufficient to cover loss of all personal property on the
Premises. Landlord shall not be liable for any damage to or loss of property of
Tenant or others located on the Premises except to the extent such damage or
loss was caused by Landlord's negligent or willful act. Landlord shall not be
liable for any injury or damage to persons or property resulting from fire,
explosion, falling plaster, steam, gas, electricity, water, rain, snow or leaks
from any part of the Premises, or from pipes, appliances or plumbing works, or
from any other place, or by dampness, or by any other cause of any nature except
to the extent such injury or damage was caused by Landlord's negligent or
willful act. Landlord shall not be liable for any such damage caused by persons
on the Premises, occupants of adjacent property or the public, or caused by
construction of any private, public, or quasi-public work except to the extent
such damage was caused by Landlord's own negligent or willful act. Landlord
shall not be liable for any latent defect in the Premises.
Certificates of Insurance. Tenant and Landlord shall, with respect to any
insurance coverage required in this Lease, furnish the other with certificates
of insurance evidencing required insurance coverage, which certificates shall
state that the other party will be notified in writing ten (10) days prior to
cancellation, material change or non-renewal of insurance.
Indemnification of Landlord. Tenant shall indemnify and save Landlord harmless
against and from all liabilities, obligations, damages, penalties, claims,
costs, charges and expenses, including reasonable architects' and attorneys'
fees, which may be imposed upon or incurred by or asserted against Landlord by
reason of any of the following:
(a) Any negligent or willful act on the part of Tenant, or any of its agents,
contractors, servants, employees, subtenants, licensees or invitees.
(b) Any failure by Tenant to perform or comply with any of the covenants,
agreements, terms or conditions contained in this Lease on its part to be
performed or complied with.
(c) Any tax attributable to the execution, delivery or recording of this Lease
or any modification hereof. In case any action or proceeding is brought
against Landlord by reason of any such claim, Tenant, upon written notice
of Landlord, will, at Tenant's expense, resist or defend such action or
proceeding by counsel approved by Landlord in writing. The obligations of
Tenant under this section shall survive any termination of this Lease. If
Landlord does not approve of counsel designated by Tenant, then Landlord
may designate counsel of its choice who shall defend at the expense of
Tenant.
Indemnification of Tenant. Landlord shall indemnify and save Tenant harmless
against and from all liabilities, obligations, damages, penalties, claims,
costs, charges and expenses, including reasonable architects' and attorneys'
fees, which may be imposed upon or incurred by or asserted against Tenant by
reason of any of the following:
(a) Any negligent or willful act on the part of Landlord, or any of its agents,
contractors, servants, employees, subtenants, licensees or invitees.
(b) Any failure by Landlord to perform or comply with any of the covenants,
agreements, terms or conditions contained in this Lease on its part to be
performed or complied with.
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In case any action or proceeding is brought against Landlord by reason of any
such claim, Landlord, upon written notice of tenant, will, at landlord expense,
resist of defend such action or proceeding by counsel approved by Tenant in
writing. The obligations of Landlord under this sections shall survive any
termination of this Lease. If Tenant does not approve of counsel designated by
Landlord, then Tenant may designate counsel of its choice who shall defend at
the expense of Landlord.
Landlord's Payment. In the event of Tenant's failure to pay any required
Insurance premiums when the same are due, Landlord may, In addition to and
without waiving its other rights, pay the same on Tenant's behalf, and Tenant
shall be liable to and obligated to repay Landlord the amount advanced, plus
eighteen percent (18%) Interest per annum computed on the principle amount of
such payment by Landlord at the time and place rent in next due. next due.
Waiver of Subrogation. Landlord and Tenant for themselves and their successors
hereby mutually release and discharge each other from all liability arising by
subrogation or otherwise on account of any loss or damage caused by or arising
out of any fire or other Insured casualty, however caused.
Total Condemnation. In the event the Premises, or such part of the Premises as
will render the remainder unsuitable for Tenant's use, shall be appropriated or
taken under the power of eminent domain by any public or quasi-public authority,
this Lease, except as herein provided, shall terminate and expire as of the date
of taking.
Partial Condemnation. In the event of partial condemnation, not rendering the
remainder of the Premises unsuitable for Tenant's use, this Lease shall remain
in full force and effect, with the exception that rent, additional rent, utility
charges and any other tenant expenses or charges under this Lease shall be
adjusted to reasonably reflect the portion of the Premises, if any, lost by
condemnation.
Condemnation Award. In the event of partial condemnation of the Premises and
this Lease is not terminated, then Tenant shall have the right to make claim
against the condemning or taking authority for the unamortized cost of
improvements placed on the Premises by Tenant and located thereon at all the
time of the taking or appropriation.
Notice of Default. Tenant shall not be deemed to be in default hereunder in the
payment of rent or the payment of any other moneys as herein required or in the
furnishing of any bond or insurance policy when required herein unless Landlord
first gives Tenant written notice of such default and Tenant falls to cure the
default within three (3) days of receipt of such notice, except if Landlord
shall have twice previously given Tenant notice of default during the term
hereof, Landlord shall not be required to give any further notice. Except as to
the provisions or events referred to in the preceding sentence of this section,
Tenant shall not be deemed to be in default hereunder unless Landlord shall
first give to Tenant thirty (30) days written notice of default, and Tenant
fails to cure such default within such thirty (30) day period or, if the default
is of such a nature that it cannot be cured within thirty (30) days, Tenant
fails to commerce to cure such default within such period of thirty (30) days of
fails thereafter to proceed to the curing of such default with all possible
diligence.
Default. In the event of any breach of this Lease by Tenant, Landlord, in
addition to the other rights or remedies it may have, shall have the immediate
right of re-entry and may remove all persons and property from the Premises.
Tenant's property may, in such event, be removed by Landlord and stored in a
public warehouse or elsewhere at the cost of, and for the account of, Tenant.
Should Landlord elect to re-enter as herein provided, or should it take
possession pursuant to legal proceedings or pursuant to any notice provided for
by law, Landlord may either terminate this Lease or it may from time to time,
without terminating this Lease re-let the Premises, or any part thereof, for
such term or terms and at such rental or rentals and on such other terms and
conditions as Landlord, in its sole discretion, may deem advisable, with the
right to make alterations and repairs to the Premises. On each such re-letting:
(a) Tenant shall be immediately liable to pay to Landlord, in addition to any
indebtedness other than rent due hereunder, the expenses of such re-letting
and of such alterations and repairs incurred by Landlord, and in the
amount, if any, by which the rent reserved in this Lease for the period of
such re-letting (up to, but not beyond, the term of this Lease) exceeds the
amount agreed to be paid as rent for the Premises for such period on such
re-letting; or
(b) At the option of Landlord, rents received by Landlord from such re-letting
shall be applied first, to the payment of any indebtedness, other than rent
due hereunder from Tenant to Landlord; second, to the payment of any
expenses of re-letting and alterations and repairs; third, to the payment
of rent due and unpaid hereunder. The residue, if any, shall be held by
Landlord and applied in payment of future rent payments as the same may
become due and payable hereunder.
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If Tenant has been credited with any rent to be received by such re-letting
under option (a), hereof, and such rent shall not be promptly paid to Landlord
by the new tenant, or if such rentals received from such re-letting under option
(b), hereof, during any month is less than that to be paid during that month by
Tenant hereunder, 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 by Landlord shall be construed as an election on the
part of Landlord to terminate this Lease unless a written notice of such
intention is given to Tenant or unless the termination thereof is decreed by a
court of competent jurisdiction. Notwithstanding any such re-letting without
termination, Landlord may, at any time thereafter, elect to terminate this Lease
for any breach, in addition to any other remedy it may have, Landlord may
recover from Tenant all damages incurred by reason of such breach, including the
worth at the time of such termination of the excess, if any, of the amount of
rent and charges equivalent to rent reserved in this Lease for the remainder of
the stated term over the then reasonable rental value of the Premises for the
remainder of the stated term, all of which amounts shall be immediately due and
payable from Tenant to Landlord.
Tenant's Assignment. Tenant shall not assign this Lease, in whole or in part,
without the prior written consent of Landlord. The consent by Landlord to any
assignment shall not constitute a waiver of the necessity for consent to any
subsequent assignment. Notwithstanding any assignment, Tenant shall remain fully
liable on this Lease.
Subletting. Tenant may not sublet all, or any part, of the Premises nor permit
any concessionaires or license to operate from the Premises without the prior
written consent of Landlord. The consent by Landlord to sublet shall not
constitute a waiver of the necessity for consent to any subsequent subletting.
Notwithstanding any subletting. Tenant shall remain fully liable on this Lease.
Tenant shall provide Landlord with copies of all subleases and with such
Information with respect thereto as Landlord may reasonably require.
Assignment of Subleases. Tenant hereby irrevocably assigns to Landlord all rents
and other charges due, or to become due, from any subleases of Tenant, together
with the right to collect and receive such rents and other charges, provided
that, so long as Tenant is not in default under this Lease, Tenant shall have
the right to collect such rents and other charges.
Landlord's Assignment. Landlord shall have the right to assign or transfer its
interests in this Lease at any time without the consent of Tenant, provided that
the assignee or transferee assumes and agrees to be bound by the terms of this
Lease and further provided that Landlord notifies Tenant of such assignment and
provides Tenant with an executed copy of the transfer instrument immediately
upon occurrence.
Subordination Agreements. Upon Landlord's request, Tenant shall execute and
deliver to Landlord all documents required to subordinate Tenant's right
hereunder to the lien of any mortgages or of any other method of financing or
refinancing now or hereafter in force against the Premises. Upon Landlord's
request, Tenant shall obtain and deliver to Landlord similar subordination
agreements executed by Tenant's sublessees.
Estoppel Certificates. Upon Landlord's request, Tenant shall execute and deliver
to Landlord a written estoppel certificate:
(a) Certifying that this Lease is in full force and effect and has not been
modified (or stating such modifications);
(b) Specifying the dates on which rent and other charges have been paid;
(c) Stating whether or not, to the knowledge of Tenant, Landlord is in default
under the Lease (and the nature of the default);
(d) Stating the commencement and termination dates of this Lease;
(e) Stating whether or not any options to renew have been exercised; and
(f) Stating any such other information as Landlord may reasonably require.
Upon Landlord's request, Tenant shall obtain and deliver to Landlord similar
estoppel certificates executed by Tenant's sublessees.
Accord and Satisfaction: No payment received by Landlord of a xxxxxx amount than
the rent or other charges shall be deemed to be other than on account of the
earliest stipulated rent or other charges not shall any statement on a check or
any letter accompanying a payment of rent or other charges be deemed an accord
and satisfaction. Landlord may accept payment without prejudice to Landlord's
right to recover the balance of rent or other charges or pursue any remedy in
this Lease.
Entire Agreement. This Lease and Exhibit A attached hereto and incorporated
herein by reference, set forth all covenants, promises, agreements, conditions
[?? Text Illegible ??]
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shall not be deemed to be in default hereunder unless Landlord shall first give
to Tenant thirty (30) days written notice of default, and Tenant fails to cure
such default within such thirty (30) day period or, if the default is of such a
nature that it cannot be cured within thirty (30) days, Tenant fails to commence
to cure such default within such period of thirty (30) days of fails thereafter
to proceed to the curing of such default with all possible diligence.
Default. In the event of any breach of this Lease by Tenant, Landlord, in
addition to the other rights or remedies it may have, shall have the immediate
right of re-entry and may remove all persons and properly from the Premises.
Tenant's properly may, in such event, be removed by Landlord and stored in
public warehouse or elsewhere at the cost of, and for the account of, Tenant.
Should Landlord elect to re-enter as herein provided, or should it take
possession pursuant to legal proceedings or pursuant to any notice provided for
by law, Landlord may either terminate this Lease or it may from time to time,
without terminating this Lease re-let the Premises, or any part thereof, for
such term or terms and at such rental or rentals and on such other terms and
conditions as Landlord, in its sole discretion, may deem advisable, with the
right to make alterations and repairs to the Premises. On each such re-letting:
(a) Tenant shall be immediately liable to pay to Landlord, in addition to any
indebtedness other than rent due hereunder, the expenses of such re-letting
and of such alterations and repairs incurred by Landlord, and in the
amount, if any, by which the rent reserved in this Lease for the period of
such re-letting (up to, but not beyond, the term of this Lease) exceeds the
amount agreed to be paid as rent for the Premises for such period on such
re-letting; or
(b) At the option of Landlord, rents received by Landlord from such re-letting
shall be applied first, to the payment of any indebtedness, other than rent
due hereunder from Tenant to Landlord; second, to the payment of any
expenses of re-letting and alterations and repairs; third, to the payment
of rent due and unpaid hereunder. The residue, if any, shall be held by
Landlord and applied in payment of future rent payments as the same may
become due and payable hereunder.
If Tenant has been credited with any rent to be received by such re-letting
under option (a), hereof, and such rent shall not be promptly paid to Landlord
by the new tenant, or if such rentals received from such re-letting under option
(b), hereof, during any month is less than that to be paid during that month by
Tenant hereunder, 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 by Landlord shall be construed as an election on the
part of Landlord to terminate this Lease unless a written notice of such
intention is given to Tenant or unless the termination thereof is decreed by a
court of competent jurisdiction. Notwithstanding any such re-letting without
termination, Landlord may, at any time thereafter, elect to terminate this Lease
for any breach, in addition to any other remedy it may have, Landlord may
recover from Tenant all damages incurred by reason of such breach, including the
worth at the time of such termination of the excess, if any, of the amount of
rent and charges equivalent to rent reserved in this Lease for the remainder of
the stated term over the then reasonable rental value of the Premises for the
remainder of the stated term, all of which amounts shall be immediately due and
payable from Tenant to Landlord.
TENANT'S ASSIGNMENT. Tenant shall not assign this Lease, in whole or in part,
without the prior written consent of Landlord. The consent by Landlord to any
assignment shall not constitute a waiver of the necessity for consent to any
subsequent assignment. Notwithstanding any assignment, Tenant shall remain fully
liable on this Lease.
Subletting. Tenant may not sublet all, or any part, of the Premises nor permit
any concessionaries or licensee to operate from the Premises the prior written
consent of Landlord. The consent by Landlord to sublet shall not constitute a
waiver of the necessity for consent to any subsequent subletting.
Notwithstanding any subletting. Tenant shall remain fully liable on this Lease.
Tenant shall provide Landlord with copies of all subleases and with such
information with respect thereto as Landlord may reasonably require.
Assignment of Subleases. Tenant hereby Irrevocably assigns to Landlord all rents
and other charges due, or to become due, from any subleases of Tenant, together
with the right to collect and receive such rents and other charges, provided
that, so long as Tenant is not in default under this Lease, Tenant shall have
the right to collect such rents and other charges.
LANDLORD'S ASSIGNMENT. Landlord shall have the right to assign or transfer its
interests in this Lease at any time without the consent of Tenant provided that
the assignee or transferee assumes and agrees to be bound by the terms of this
Lease and further provided that Landlord notifies Tenant of such assignment and
provides Tenant with an executed copy of the transfer instrument immediately
upon occurrence.
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SUBORDINATION AGREEMENTS. Upon Landlord's request, Tenant shall execute and
deliver to Landlord all documents required to subordinate Tenant's right
hereunder to the lien of any mortgages or of any other method of financing or
refinancing now or hereafter in force against the Premises. Upon Landlord's
request, Tenant shall obtain and deliver to Landlord similar subordination
agreements executed by Tenant's sublessees.
Estoppel Certificates. Upon Landlord's request, Tenant shall execute and deliver
to Landlord a written estoppel certificate:
(a) Certifying that this Lease is in full force and effect and has not been
modified (or stating such modifications);
(b) Specifying the dates on which rent and other charges have been paid;
(c) Stating whether or not, to the knowledge of Tenant, Landlord is in default
under the Lease (and the nature of the default);
(d) Stating the commencement and termination dates of this Lease;
(e) Stating whether or not any options to renew have been exercised; and
(f) Stating any such other information as Landlord may reasonably require.
Upon Landlord's request, Tenant shall obtain and deliver to Landlord similar
estoppel certificates executed by Tenant's sublessees.
ACCORD AND SATISFACTION. No payment received by Landlord of a lesser amount than
the rent or other charges shall be deemed to be other than on account of the
earliest stipulated rent or other charges nor shall any statement on a check or
any letter accompanying a payment of rent or other charges be deemed an accord
and satisfaction. Landlord may accept payment without prejudice to Landlord's
right to recover the balance of rent or other charges or pursue any remedy in
this Lease.
Entire Agreement. This Lease and Exhibit A attached hereto and incorporated
herein by reference, set forth all covenants, promises, agreement conditions and
understanding between Landlord and Tenant concerning the Premises. There are no
covenants, promises, agreements, conditions or understandings, either oral or
written, between Landlord and Tenant other than herein set forth. No subsequent
change or addition to this Lease shall be binding upon Landlord or Tenant unless
reduced to writing and signed by them.
No Partnership. Landlord shall not by the execution of this Lease as the
creation of the Landlord/Tenant relationship created by this Lease in become or
be construed as or deemed to be a partner, joint venturer or member of a joint
enterprise with Tenant.
Force Majeure. If either party is delayed from the performance of any act
required hereunder by reason of labor difficulties, restrictive governmental
regulations, riots, insurrection, war or like reasons not the fault of the party
delayed, then the period for performance of the act shall be extended for a
period equivalent to the period of the delay. This section shall not excuse
Tenant from prompt payment of rent, additional rent or any other payments
required by this Lease.
Waiver. The waiver by Landlord of any breach of any term, covenant or condition
herein shall not be deemed a waiver of the term, covenant or condition. The
acceptance of rent by Landlord shall not be deemed a waiver of any preceding
breach by Tenant of any covenant herein, other than the failure of Tenant to pay
the rent so accepted. No covenant, term or condition of this Lease shall be
waived by Landlord, unless the waiver is in writing signed by Landlord.
Notices. Any notices given or required to be given to Landlord shall be mailed,
with appropriate postage, to the addresses set forth on the cover page of this
Lease.
Partial Invalidity. If any provision of this Lease or any specific application
shall be invalid or unenforceable, the remainder of this Lease, the application
of the provision in other circumstances, shall not be affected, and each
provision of this Lease shall be valid and enforceable to the fullest extent
permitted by law.
Warranty of Title. Landlord warrants and represents that it holds the Premises
pursuant to a ground lease and has full right to make this Lease, and that
Tenant shall have quiet and peaceable possession of the Premises as long as
Tenant is not in default hereunder.
Remedies Cumulative. All remedies conferred on Landlord by this Lease shall be
deemed cumulative and no one exclusive of the other or of any other remedy
conferred by law.
Binding Effect. The covenants and agreements contained in this Lease shall bind
the respective successors, heirs and legal representatives of the parties
hereto.
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AMENDMENT 1
UNIVERSITY SCIENCE CENTER PARTNERSHIP/FOCUSED RESEARCH, INC.
LEASE DATED 11/13/95
University Science Center Partnership and Focused Research Inc. agree to add
approximately 720 leaseable square feet in suite B at 000 Xxxxxxx Xxxxx to the
1,050 square feet currently leased in suites D and E.
The Address in the lease is amended to: 000 Xxxxxxx Xxxxx, Xxxxx X, X and E.
The leased premises is amended to increase the total to 1,770 square feet.
The monthly rent is amended to: $1,981.88 monthly through December 1996; $3,084
beginning January 1, 1997; $3,106.13 beginning December 1, 1997; and for the
option term: $3,163 beginning December 1, 1998 and $3,186 beginning December 1,
1999.
All other lease terms and conditions remain the same.
This amendment is effective December 1, 1996.
LANDLORD:
University Science Center Partnership
By: /s/ Signature Illegible DATE: 10/29/96
------------------------------------------------ --------
Xxxxx XxXxxx, Assistant Secretary Treasurer
University Research Park Facilities Corp.,
Managing Partner
TENANT
Focused Research, Inc.
By: /s/ Signature Illegible DATE: 10/17/96
------------------------------------------------- --------
Xxx Xxxxxxxx, Vice President
1265 XXXX Building 000 Xxxxxx Xxxxxx Xxxxxxx XX 00000-0000 (000) 000-0000 FAX
(000) 000-0000
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ATTACHMENT A1
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