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Exhibit 10.11
LEASE EXTENSION AGREEMENT
This Lease Extension Agreement (this "Agreement") is entered into as of
8/7, 1997, by and between Vision Drive, Inc., a Delaware corporation
("Landlord"), and Aspect Medical Systems, Inc., a Delaware corporation
("Tenant").
RECITALS
A. Reference is made to that certain lease between Tenant and Natick
Executive Park Trust No. 2, predecessor in interest to Landlord, demising
certain premises located on the second floor of the building commonly known and
numbered as Two Vision Drive, Natick, Massachusetts (the "Lease"). Any
capitalized term used herein and not otherwise defined shall have the meaning
assigned such term in the Lease.
B. Landlord and Tenant desire to amend the Lease to extend its Term and
to modify certain other provisions thereof.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby mutually acknowledged, Landlord and Tenant agree as follows:
1. Extension Term.
Pursuant to Section 2.2.1 of the Lease, Tenant has exercised
its one-time right to extend the Term for a three year period beginning
on November 1, 1997 and expiring on October 31, 2000 (the "Extension
Term"). The only Tenant Extension Option described in the Lease has
been exercised and Tenant shall have no further rights to extend the
Term.
2. Fixed Rent.
Rent during the Extension Term shall be Three Hundred
Ninety-Seven Thousand Five Hundred Twenty-Eight Dollars ($397,528.00)
per annum, payable in monthly installments of Thirty-Three Thousand and
One Hundred and Twenty-Seven Dollars and Thirty-Three Cents
($33,127.33).
3. Base Year for Operating Costs.
During the Extension Term, the "Annual Estimated Operating
Costs" as defined in the "Reference Data" section on page 1 of the
Lease shall be actual 1997 operating costs, rather than actual 1995
operating costs.
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4. No Brokers.
Buyer and Seller hereby each represent and warrant to the
other that it has dealt with no broker in connection with the execution
and negotiation of this Agreement or the Extension Term, and each
agrees to hold the other harmless from and indemnify the other against
all damages, costs, claims, losses and liabilities, including legal
fees, incurred by the other arising out of or resulting from the
failure of this representation and warranty.
5. Ratification of Lease.
Except as amended hereby, the Lease shall remain unmodified
and in full force and effect and is hereby ratified.
IN WITNESS WHEREOF, the parties have executed this Agreement as an
instrument under seal as of the day and year first written above.
LANDLORD:
Vision Drive, Inc.
By:/s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Its: CFO
TENANT:
Aspect Medical Systems, Inc.
By:/s/ J. Xxxx Xxxxxxxxx
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Name: J. Xxxx Xxxxxxxxx
Its: CFO
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