LEASE AGREEMENT 831: LEASE FOR DRUG MANUFACTURING FACILITY AND LABORATORY $99.95

Product Overview This lease form is for a drug manufacturing tenant that will also use a portion of the space for laboratory purposes. The form contains extensive environmental protection for the landlord. It also contains customary pro-landlord provisions concerning operating costs, use, alterations, and construction of tenant improvements for the premises. Number of Single Spaced Pages: 40

 

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This Lease is made as of _________________, by and between COMMERCIAL PROPERTY LANDLORD, INC., a __________________ corporation ("Landlord"), and AGREEABLE TENANT, INC., a _________________ corporation ("Tenant"), and is dated _______________ (Effective Date), between Landlord and Tenant (as each is defined below), who agree as follows:

1. FUNDAMENTAL INFORMATION.

1.1 Landlord is COMMERCIAL PROPERTY LANDLORD, INC., a __________________ corporation.

1.2 Tenant is AGREEABLE TENANT, INC., a _________________ corporation.

1.3 Original Term shall commence on the Commencement Date and shall continue for ten (10) years after the Laboratory Premises Delivery Date.

1.4 Monthly Rent shall be $_______________ per month for the Manufacturing Premises and $_______________ per month for the Laboratory Premises, each subject to adjustment pursuant to Paragraphs 5.2 and 5.4 below.

1.5 Commencement Date shall be the date Landlord delivers to Tenant possession of the Manufacturing Premises. Landlord and Tenant acknowledge that the Commencement Date shall be approximately _______________.

1.6 Laboratory Premises Delivery Date shall be the date Landlord delivers to Tenant the Laboratory Premises.

1.7 Landlord’s address for notices:

With copy to:

1.8 Tenants address for notices:

1.9 Laboratory Premises are are those outlined on Exhibit A consisting of approximately ___ rentable square feet, at ___________ (Project). The Project contains approximately ____________ rentable square feet.

1.10 Equipment shall mean collectively the equipment and fixtures described on Exhibit B-1 attached hereto, and the equipment and fixtures described on Exhibit B-2attached hereto.

1.11 _____________is _____________, Inc., the tenant currently occupying the Laboratory Premises.

1.12 Premises are the Manufacturing Premises until the Laboratory Premises Delivery Date at which time the Premises shall be collectively the Manufacturing Premises and the Laboratory Premises.

1.13 Tenants Percentage shall be the ratio of the rentable square footage of the Premises to the rentable square footage of the Project, as Landlord may determine.

1.14 Security Deposit shall be a sum equal to six (6) months of Monthly Rent (as such may change over time) in cash pursuant to Paragraph 7 below, due no later than _______________.

1.15 The specified use of the Premises is drug manufacturing, laboratory use, general office use, biomedical research and development, including use of radioactive materials, laboratories administration and for no other purpose, all subject to the provisions and conditions hereof.

1.16 The Broker representing Tenant is ___________ and representing Landlord is ____________.

1.17 Rent Commencement Date shall be ninety (90) days after the Commencement Date for the Manufacturing Premises and the Laboratory Premises Delivery Date for the Laboratory Premises.

1.18 Tenant shall be entitled without charge during the Term to Tenants Percentage of the total parking at the Project (which shall include Tenants pro rata share of non-reserved parking spaces in the parking facilities established by Landlord for visitor and handicapped parking).

1.19 Tenant Representative shall be ______________ . Tenant agrees that Landlord can rely on any written notice or approval by the Tenant Representative as conclusively binding upon Tenant.

1.20 Manufacturing Premises shall be those outlined on Exhibit A attached hereto of approximately _______________ rentable square feet.

1.21 Construction Allowance shall be $_______________, subject to Paragraph 5.4 below.

2. PREMISES.

2.1 Premises. Effective as of the Commencement Date, Landlord leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord for the Term, subject to the provisions contained herein. Landlord reserves the right, exercisable without notice and without liability, to change the name and street address of the Project; provided, however, Landlord may not use Tenants name in the name of the Project without Tenants consent. Landlord makes no representations, express or implied, with respect to the legality, fitness, or desirability of the Premises for Tenants intended use. Tenant shall conduct its own investigation to its satisfaction with respect to zoning, local codes and regulations, and other matters affecting Tenants ability to use the Premises for Tenants intended use. After the Laboratory Premises Delivery Date, Tenant may require Landlord to change the name of the Project to reflect the name of Tenant at Tenants reasonable discretion, all costs of which shall be borne by Tenant.

2.2 Fixtures. This Lease of the Premises shall include the Equipment listed on Group 1 of Exhibit B-1 attached hereto and listed on Exhibit B-2attached hereto. Tenant shall indicate its desire to purchase any of the Equipment listed on Group 2 of Exhibit B-1which Tenant desires to acquire within ten (10) business days after written notice from Landlord to Tenant that such Equipment, if any, will be available. Tenant shall pay to Landlord the purchase price listed on Group 2 of Exhibit B-1 for the Equipment which Tenant desires to so purchase no later than the Commencement Date; Tenant acknowledges that the Equipment described on Exhibit B-1will not be available until Landlord delivers the Laboratory Premises, and Tenant shall pay for such Equipment within ten (10) days after delivery thereof. Tenant acknowledges that any of the Equipment described in Group 2 of Exhibit B-1not so purchased will not be included as part of the Premises. All Equipment shall be delivered in its as-is condition. In the event Landlord fails to deliver any of the Equipment to Tenant as required hereunder, Landlord shall increase the Construction Allowance by the reasonable value of such Equipment, as shown on Exhibit B-1 and Exhibit B-2.

3. TERM.

3.1 Options to Extend. Tenant, at its option, may extend the Original Term for one (1) separate and additional period of five (5) years (Extended Term), subject to Paragraph 3.2below. The Extended Term shall be on the same terms and conditions (except for Monthly Rent and as otherwise provided herein) set forth in this Lease. The option to extend shall be exercised by Tenant giving written notice to Landlord at least 270 days prior to the expiration of the Original Term. Upon such exercise, this Lease shall be deemed to be extended without the execution of any further instrument. Term shall refer to the Original Term of this Lease as so extended.

3.2 Limitation on Exercise. Notwithstanding the foregoing, Tenants right to exercise an option for an Extended Term is expressly conditioned on each of the following:

3.2.1 During the Term ending on the last day Tenant might otherwise elect to extend pursuant to this Lease, Landlord shall not have given Tenant more than three (3) notices of default under this Lease; and

3.2.2 At the time Tenant attempts to exercise an option to extend pursuant to this Lease, Tenant shall not be in default under this Lease, or if in default, shall not fail to cure such default after notice and expiration of the applicable cure period.

3.3 Effect of Failure of Conditions. If any of the foregoing conditions are not met, then any attempt by Tenant to exercise an option to extend hereunder shall, at the election of Landlord, be null and void and this Lease shall terminate on the expiration of the Original Term. Further, if Tenant is in default on the date an Extended Term is to commence (beyond any applicable cure period), at Landlords election, such Extended Term shall not commence and this Lease shall terminate on the expiration of the Original Term.

3.4 Rent During Extended Term. The Monthly Rent during the first year of the Extended Term shall be the fair-market rent of the Premises as Tenant and Landlord shall reasonably agree, but in no event less than the Monthly Rent payable immediately prior to the Extended Term. If Landlord and Tenant are unable to establish the fair-market rent prior to thirty (30) days in advance of the commencement of the Extended Term, the fair-market rent shall be determined by a single certified MAI real estate appraiser (Appraiser) jointly selected by Landlord and Tenant. If they cannot in good faith agree to a single Appraiser by commencement of the Extended Term, the fair-market value shall be determined by a majority of three Appraisers, one selected by Landlord, one selected by Tenant, and one selected by the two previously selected Appraisers. After commencement of the Extended Term, Landlord and Tenant each shall give notice of its selection of a Appraiser to the other party. If either Landlord or Tenant fails or refuses to select an Appraiser within fifteen (15) days after receipt of written notice of the other party's selection of an Appraiser, the fair-market rent shall be determined by the single Appraiser selected. The Appraiser (or Appraisers) shall determine the fair-market rent as soon as possible. If a majority of the three Appraisers are unable to agree upon the fair-market rent within thirty (30) days after the appointment of the first Appraiser, the fair-market rent shall be an amount equal to the average of the three values determined by the Appraisers, excluding any fair-market rent which is ten percent (10%) greater than or ten percent (10%) less than the middle value. As used herein, fair-market rent shall mean the price that a ready and willing tenant would pay as Monthly Rent to a ready and willing landlord if the Premises were offered for lease on the open market for a reasonable period of time and shall be the product of the fair-market monthly rental rate per rentable square foot multiplied by the rentable area of the Premises. The fair-market rent shall be determined by (a) the quality, size and prestige of the Premises, including all improvements to the Premises, (b) recent monthly rental rates for buildings of similar quality, size, and location in the ____________ markets, (c) the duration of the term, and (d) the financial strength of the tenant and any guarantors. Landlord and Tenant each shall pay for the Appraiser so appointed by such party, with both Tenant and Landlord jointly paying for any jointly appointed Appraiser. Until such determination of the fair-market rent, Tenant shall continue to pay the Monthly Rent immediately payable prior to commencement of the Extended Term.

(continued)

End of Excerpt

 

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