EXHIBIT 10.9
STATE OF NORTH CAROLINA
LEASE
COUNTY OF NEW HANOVER
THIS LEASE, made this 20th day of September, 1999, by and between
UNIVERSITY CORPORATE CENTER, LLC, a North Carolina Limited Liability Company,
whose address is 1410 Commonwealth Drive, Wilmington, North Carolina,
(hereinafter "Landlord"), and ENDEAVOR PHARMACEUTICALS, INC., a Delaware
corporation, whose address is 5051 New Centre Dr., Wilmington, NC (hereinafter
"Tenant").
WITNESSETH:
Upon the terms and conditions hereinafter set forth, the Landlord
leases to Tenant and Tenant leases from Landlord property referred to as the
Premises, all as follows:
1. Premises. The property hereby leased to Tenant is that area
highlighted in yellow on Exhibit A hereto attached (the "Premises"), which
consists of approximately 2550 rentable square feet located in the University
Corporate Center Building at 127 Racine Drive, City of Wilmington, County of
New Hanover, State of North Carolina (the "Building").
2. Term. The term of this Lease shall be for a period of twelve (12)
months and shall commence on September 20, 1999 (the "Commencement Date"), and
shall terminate twelve (12) months thereafter (the "Initial Term").
3. Base Rent. Tenant agrees to pay Landlord as Base Rent during the
Initial Term the sum of Four Thousand Three Hundred Twenty Two and 25/100
Dollars ($4,322.25) per month.
Each month's payment shall be paid in advance on the first day of each and
every calendar month during said term. In addition to said Base Rent, Tenant
agrees to pay the amount of all other rental adjustments as and when
hereinafter provided in this Lease. Said rental (including Base Rent,
Additional Rent and all other sums payable to Landlord under this Lease) shall
be paid to Landlord, without deduction or offset, in lawful money of the United
States of America, which shall be legal tender at the time of payment, at the
office of Landlord or to such other person or at such other place as Landlord
may from time to time designate in writing.
In the event that Tenant should exercise its option to renew the term of this
Lease in accordance with the provisions of Section 4 below, the Base Rent for
each Option Term shall be increased by
1
an amount equal to three percent (3%) of the Base Rent payable during the
preceding year on a cumulative and compounded basis.
4. Option to Extend Term. Tenant shall have the option to extend the
term of this Lease for three (3) additional terms of twelve (12) months each
(the "Option Terms"), provided Tenant gives Landlord written notice of its
election to exercise this option at least sixty (60) days prior to the
expiration of the applicable term of this Lease. Time is of the essence.
5. Right of First Refusal. Landlord hereby grants to Tenant a right of
first refusal for the space immediately adjacent to the Premises consisting of
approximately 1360 square feet of usable space. Tenant's right hereunder shall
be the right to rent such space upon the same terms and conditions as contained
in any bonafide offer to Landlord. In the event that Landlord should receive
such an offer, Landlord shall communicate the same to Tenant in writing and
Tenant shall have a period often (10) days thereafter within which to accept or
reject such offer. In the event that Tenant rejects such offer, Landlord shall
be free to rent the space to the original offeror, free and clear of any claims
by Tenant.
6. Assignment and Subletting. The Tenant, or any other person or entity
which at any time uses or occupies, or holds any interest in or under this Lease
with respect to, all or any part of the Premises, shall not directly or
indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge
or otherwise transfer or hypothecate all or any part of its interest in or
rights with respect to the Premises or its leasehold estate or permit all or any
portion of the Premises to be occupied by anyone other than itself, its agents,
servants, contractors, employees, guests, or licensees, or sublet all or any
portion of the Premises without Landlord's prior written consent, such consent
not to be unreasonably withheld. Landlord shall respond in writing to any
reasonable request by Tenant for permission to assign or sublet within ten (10)
days Tenant's leasehold estate shall consist only of the right to use and occupy
the Premises for its own purposes, subject to the provisions of this Lease
during the terms of its leasehold estate.
7. Use of Premises. The Premises shall be used and occupied by Tenant,
its agents, servants, contractors, employees, guests, or licensees, only for
professional, executive or administrative office purposes in connection with
Tenant's business related to pharmaceutical product development and for no other
purpose whatsoever.
Tenant acknowledges that, except as herein expressly provided, neither
Landlord nor any agent of Landlord has made any representation or warranty with
respect to the suitability of the Premises for the conduct of Tenant's business,
nor has Landlord agreed to undertake any modification, alteration or improvement
to the Premises except as provided in this Lease.
Any use of the Premises in violation of any rules and regulations as
may be promulgated by the Landlord from time to time or any governmental laws,
rules or regulations is expressly prohibited. Any use of the Premises which
might result in an increase in Landlord's insurance
2
premiums or a refusal of Landlord's insurance companies to insure the Building
is expressly prohibited.
8. Alterations. Tenant shall not make or allow any alteration,
additions or improvements in or to the Premises without Landlord's prior
written consent, and then only by contractors or mechanics approved in advance
and in writing by Landlord. In each instance where Landlord's approval of an
alteration is required, Tenant shall furnish Landlord with plans showing the
proposed alteration to the Premises. Tenant covenants and agrees that all work
done by or pursuant to the direction and instruction of Tenant shall be
performed in full compliance with all laws, rules, orders, ordinances,
directions, regulations and requirements of all governmental agencies,
offices, departments, bureaus and boards having jurisdiction. Before commencing
any work, Tenant shall give Landlord at least five (5) days written notice of
the proposed commencement of such work.
9. Default: Remedies.
9.1 Defaults. The occurrence of any one or more of the following
events shall constitute a material default and breach of this Lease by Tenant.
(a) The vacating or abandoning of the Premises by Tenant.
(b) The failure by Tenant to make any payment of rent or
any other payment required to be made by Tenant hereunder, within five (5)
business days after receipt of written notice from Landlord of such nonpayment.
(c) The failure by Tenant to observe or perform any of
the covenants, conditions or provisions of this Lease to be observed or
performed by Tenant, other than described in Paragraph (b) above, provided
that, Landlord shall give Tenant written notice of such failure and Tenant
shall be in default if such failure shall continue for a period of thirty (30)
days after written notice hereof from Landlord to Tenant; further provided,
however that if the nature of Tenant's default is such that more than thirty
(30) days are reasonably required for its cure, then Tenant shall not be deemed
to be in default if Tenant commenced such cure within said thirty (30) day
period and thereafter diligently prosecutes such cure, to completion.
(d) (i) The making by Tenant of any general
arrangement or assignment for the benefit of creditors; (ii) Tenant becomes a
"debtor" as defined in 11 U.S.C. Section 101 or any successor statute thereto
(unless, in the case of a petition filed against Tenant, the same is dismissed
within sixty (60) days); (iii) the appointment of a trustee or receiver to take
possession of substantially all of Tenant's assets located at the Premises or
of Tenant's interest in this Lease, where possession is not restored to Tenant
within thirty (30) days; or (iv) the attachment, execution or other judicial
seizure of substantially all of Tenant's assets located at the Premises or of
Tenant's interest in this Lease, where such seizure in not discharged within
thirty (30) days.
3
Provided, however, in the event that any provision of this Section 9(d) is
contrary to any applicable law, such provision shall be of no force or effect.
9.2 Remedies. In the event of any such material default or breach
by Tenant, Landlord may at any time thereafter, with or without notice or demand
and without limiting Landlord in the exercise of any right or remedy which
Landlord may have by reason of such default or breach:
(a) Terminate Tenant's right to possession of the
Premises by any lawful means, in which case this Lease shall terminate and
Tenant shall immediately surrender possession of the Premises to Landlord.
(b) Pursue any other remedy now or hereafter available to
Landlord under the laws or judicial decisions of the State of North Carolina.
Unpaid installments of rent and other unpaid monetary obligations of Tenant
under the terms of this Lease shall bear interest from the date due at the
maximum rate then allowable by law.
10. Eminent Domain. If the whole of the Premises shall be taken,
or such part thereof shall be taken as shall substantially interfere with
Tenant's use and occupancy of the balance thereof, under power of eminent
domain, or sold, transferred, or conveyed in lieu thereof, either Tenant or
Landlord may terminate this Lease as of the date of such condemnation or as of
the date possession is taken by the condemning authority, whichever date occurs
later. If any part of the Building other than the Premises and interior and
adjacent landscaped areas, shall be so taken, sold, transferred or conveyed in
lieu thereof, Landlord shall have the right, at its option, to terminate this
Lease as of the date of such condemnation or as of the date possession is taken
by the condemning authority. No award for any partial or entire taking shall be
apportioned, and Tenant hereby assigns to Landlord any award which may be made
in such taking or condemnation, together with any and all rights of Tenant now
or hereafter arising in or to the same or any part hereof, provided, however,
that nothing contained herein shall be deemed to give Landlord any interest in
or require Tenant to assign to Landlord any award made to Tenant for the taking
of personal property and fixtures belonging to Tenant and removable by Tenant at
the expiration of the term hereof, as provided hereunder, or for the
interruption of, or damage to Tenant's business or for relocation expenses
recoverable against the condemning authority. In the event of a partial taking,
or a sale, transfer, or conveyance in lieu thereof, which does not result in a
termination of this Lease, Landlord shall, to the extent of any fund received
from the condemning authority for repair or restoration, restore the Premises
substantially to their condition prior to such partial taking and, thereafter,
rent shall be abated in the proportion which the square footage of the part of
the Premises so made unusable bears to the amount of Rental Area immediately
prior to the taking. No temporary taking of a part of the Premises or of the
Building and interior and adjacent landscaped areas, shall give Tenant any right
to terminate this Lease or to any abatement of rent hereunder.
4
11. Damage or Destruction.
(a) In the event the Premises or the Building in which
the Premises are located, or the facilities providing utility services to the
Premises are damaged by any peril covered by Landlord's Fire and Extended
Coverage Insurance or any other peril required to be insured against by
Landlord under the terms of this Lease:
(i) In event of total destruction of the Building, this
Lease shall automatically be terminated as of the date of such casualty.
(ii) In the event of partial destruction of the Building,
or of total or partial destruction of the Premises, or such utility facilities
Landlord shall be responsible for repairing such damage and restoring the
Building or the Premises, except in the circumstances hereinafter provided. If
the Premises or the Building or the utility facilities are damaged and (A) the
Premises cannot be made reasonable usable within ten (10) days after such
damage, or (B) the repair or restoration thereof is not completed within thirty
(30) days after such damage; or (C) the repair or restoration is not covered by
insurance, or the estimated cost thereof exceeds the insurance proceeds
available for repair or restoration plus any amount which Tenant is obligated
or elects to pay for such repair or restoration; or (D) the estimated cost of
repair or restoration of the Premises or Building exceeds fifty percent (50%) of
the full replacement cost of the Building; or (E) the Building cannot be
restored except in a substantially different structural or architectural form
than existed before the damage and destruction, Landlord or Tenant shall have
the option to either terminate this Lease. In the event that Landlord or Tenant
elects to terminate this Lease, it shall give notice to the other within thirty
(30) days after the occurrence of such damage, terminating this Lease as of the
date specified in such notice, which date shall not be less than ten (10) nor
more than sixty (60) days after the giving of such notice. In the event such
notice is given, this Lease shall expire and all interest of Tenant in the
Premises shall terminate on the date specified in the notice, and the rent
(abated proportionately in the ratio in which Tenant's use of said Premises has
been impaired since the date of such partial destruction of the Building or of
the Premises) shall be paid up to the date of termination. Landlord shall
refund to Tenant the rent theretofore paid for any period of time subsequent to
such date.
(b) Upon any termination of this Lease under any of the
provisions of this Article, the parties shall be released thereby, without
further obligation to the other, from the date possession of the Premises is
surrendered to the Landlord, except for items which have theretofore accrued
and are then unpaid.
(c) The rental to be paid under this Lease shall be abated
proportionately in the ratio which the Tenant's use of said Premises has been
impaired from the date of such partial destruction of the Building or of the
Premises or of the utility facilities until such portion of the Premises is
again useable.
5
(d) Notwithstanding any destruction or damage to the Premises or
the Building and interior and adjacent landscaped areas, Tenant shall not be
released from any of its obligations under this Lease except to the extent upon
the conditions expressly stated in this Section 11.
(e) In the event of partial destruction of the Premises or the
Building or the facilities providing utility services to the Premises due to
any cause other than a peril covered by Landlord's Fire and Extended Coverage
Insurance, if Landlord is not obligated to, or does not elect to, pay for
repair and restoration of same, Landlord or Tenant may elect to terminate this
Lease.
(f) It is hereby acknowledged that if Landlord is obligated to,
or elects to repair or restore as herein provided, Landlord shall be obligated
to make repairs or restoration only of those portions of said Building and said
Premises which were originally provided at Landlord's expense, and the repair
and restoration of items not provided at Landlord's expense shall be the
obligation of Tenant. Tenant understands that Landlord will not carry insurance
of any kind on Tenant's furniture, furnishings, fixtures, equipment or other
personal property, and that Landlord shall not be obligated to repair any
damage thereto or replace the same.
12. Insurance.
(a) At all times during the term hereof, Tenant shall maintain in
effect policies of property damage insurance covering all leasehold
improvements as may be made by Tenant and in which Tenant may have an insurable
interest, providing protection against any peril included within the
classification "Fire and Extended Coverage" together with insurance against
sprinkler damage, vandalism and malicious mischief. Upon termination of this
Lease following a casualty as set forth herein, the proceeds of the above
insurance shall be paid to Tenant.
(b) Tenant shall, at all times during the term hereof and at its
own cost and expense, procure and continue in force comprehensive general
liability insurance for bodily injury and property damage, adequate to protect
Landlord against liability for injury to or death of any person, arising in
connection with the construction of improvements on the Premises or use,
operation or condition of the Premises. Such insurance at all time shall be in
an amount of not less than a combined single limit of One Million Dollars
($1,000,000), insuring against any and all liability of the insured with
respect to said Premises or arising out of the use or occupancy thereof. In the
event that economic circumstances should change during the term of this Lease,
Landlord may, in its sole discretion and upon notice to Tenant, require an
increase in the combined single limit for such insurance, not to exceed One
Million Five Hundred Thousand Dollars ($1,500,000.00)
(c) All insurance required to be carried by Tenant hereunder
shall be issued by responsible insurance companies, qualified to do business in
the State of North Carolina, reasonably acceptable to Landlord and Landlord's
lender. Each policy shall name Landlord, and
6
at Landlord's request any mortgagee of Landlord, as an additional insured, as
their respective interests may appear, and copies of all polices or
certificates evidencing the existence and amounts of such insurance shall be
delivered to Landlord by Tenant at least ten (10) days prior to Tenant's
occupancy of the Premises. No such policy shall be cancelable except after ten
(10) days prior written notice to Landlord and Landlord's lender. Tenant shall
furnish Landlord with renewals or "binders" of any such policy at least ten
(10) days prior to the expiration thereof. Tenant agrees that if Tenant does
not take out and maintain such insurance after written notice from Landlord,
Landlord may (but shall not be required to) procure said insurance on Tenant's
behalf and charge the Tenant the premiums, payable upon demand.
(d) At all times during the term hereof, Landlord shall
maintain in effect a policy or policies of property damage insurance covering
the Building and interior and adjacent landscaped areas, in an amount not less
than one hundred percent (100%) of their full replacement value, providing
protection against any peril included within the classification Fire and
Extended Coverage "all risk". Landlord shall be entitled, at its option, to
include in such policies a deductible provision of up to five percent (5%) per
occurrence. If Tenant vacates the Premises or any portion thereof during the
term of this Lease, in violation of the terms of this Lease, and if Landlord's
cost for property damage insurance is increased as a consequence Tenant shall
reimburse Landlord upon demand for the full amount of such additional cost
during the period of time the Premises remain vacant.
(e) Subject to obtaining the approval of their respective
insurance carriers, Tenant and Landlord each hereby release and relieve the
other, and waive their entire right of recovery against the other for loss or
damage arising out of or incident to the perils insured against under this
Section which perils occur in, on or about the Premises, whether due to the
negligence of Landlord or Tenant or their agents, employees, contractors and/or
invitees, to the extent of any recovery by the injured party under such
insurance. Tenant and Landlord shall, upon obtaining the policies of insurance
required hereunder, give notice to the insurance carrier or carriers that the
foregoing mutual waiver of subrogation is contained in this Lease, and request
that such carriers waive such rights of subrogation under such policies.
13. Indemnification and Waiver.
(a) Tenant will indemnify and hold Landlord harmless
from any and all claims, actions, damages, liability and expense in connection
with personal injury or damage to property (i) arising from or out of any
occurrence in or upon the Premises, except occurrences occasioned wholly by an
act or omission of Landlord, its agents, servants, contractors, employees,
guests, or licensees, or any one or more of them, or (ii) arising from or out
of any occurrence occasioned wholly by an act or omission of Tenant, its
agents, servants, contractors, employees, guests, or licensees, or any one or
more of them.
(b) Landlord will indemnify and hold Tenant harmless
from any and all claims, actions, damages, liability and expense in connection
with personal injury or damage to
7
property (i) arising from or out of any occurrence in or upon the portions of
the Building other than Premises, and/or the grounds around the Building,
except occurrences occasioned wholly by an act or omission of Tenant its
agents, servants, contractors, employees, guests, or licensees, or any one or
more of them, or (ii) arising from or out of any occurrence occasioned wholly
by an act or omission of Landlord, its agents, servants, contractors,
employees, guests, or licensees, or any one or more of them.
14. Estoppel Certificate. Tenant shall at any time and from time
to time, upon not less than ten (10) business days prior written notice from
Landlord, execute, acknowledge, and deliver to Landlord a statement in writing
certifying certain facts including, without limitation, that this Lease is
unmodified and in full force and effect (or, if modified, stating the nature of
such modification and certifying that this Lease, as so modified, is in full
force and effect) and the dates to which the rental, the security deposit, if
any, and other charges, if any, are paid in advance, and acknowledging that
there are not, to Tenant's knowledge, any uncured defaults on the part of
Landlord hereunder, and no event or conditions then in existence which, with
the passage of time or notice or both, would constitute a default on the part
of Landlord hereunder, or specifying such defaults, events, or conditions, if
any are claimed. Tenant's failure to deliver such statement within such time
shall, at the option of Landlord, constitute a breach or default under this
Lease, without the requirement of written notice. If such option is not so
exercised by Landlord, Tenant's failure shall be conclusive upon Tenant that
(i) this Lease is in full force and effect without modification except as may
be represented by Landlord; (ii) that there are no uncured defaults in
Landlord's performance; and (iii) that not more than two (2) months rental has
been paid in advance. If Tenant fails to deliver the certificate within ten
(10) days, Tenant irrevocably constitutes and appoints Landlord as its special
attorney-in-fact to execute and deliver the certificate to a third party.
15. Signs. Tenant may not erect, install or display any sign or
advertising material upon the Premises without the prior written consent of
Landlord. Landlord shall furnish, install and maintain a building directory at
a convenient location in the lobby listing the name of Tenant and the room
number of Tenant's entrance office.
16. Service and Utilities.
(a) Landlord agrees to furnish to the Premises at its
own expense, throughout the term, air conditioning, both heated and
refrigerated, all reasonable electric current required by Tenant, and water
and sewerage on a 5 1/2-day a week basis, and all reasonably necessary
building security. Janitorial services shall be provided five (5) times a week.
If Tenant, in Landlord's reasonable estimation, shall make excessive use of
such service and utilities, Tenant shall pay to Landlord the reasonable cost
thereof. Tenant shall have the option a tenant's sole expense, to obtain
electric current from a backup power supply in the event of a power outage.
(b) All such service and utilities shall be provided
during normal business hours, including 8:00 a.m. to 6:00 p.m. Monday through
Friday, and 8:00 a.m. to 12:00 p.m. on
8
Saturdays, with Sundays and Holidays excluded. During the month of January of
each calendar year, Landlord shall furnish to Tenant a list of such holidays
for that calendar year. At the option of Landlord and upon request by the
Tenant, air conditioning, both heated and refrigerated, may be supplied at times
other than normal business hours upon the payment by Tenant to Landlord of the
sum of $35.00 per hour for such service with a 3-hour minimum charge.
(c) Except as provided in Section 11, the Landlord shall
not be liable whenever the failure to supply such services and utilities shall
be due to necessary repairs, improvements to the building or machinery therein
deemed desirable by Landlord or for any reason beyond Landlord's control
including strikes, power shortages, power failures, or other emergencies or
governmental regulations having a direct effect on the supplying of such
services or utilities.
17. Subordination. This Lease is subject and subordinate to all
mortgages and deeds of trust which now affect the Premises, the building and
the real property of which it is a part, and to all renewals, modifications,
consolidations, replacements and extensions thereof. Landlord shall have the
right to cause this Lease to be and become and remain subject and subordinate
to any and all mortgages or deeds of trust which may hereafter be executed
covering the Premises by Landlord or Owner, the Building and the real property
of which it is a part, or any renewals, modifications, consolidations,
replacements or extensions thereof, for the full amount of all advances made or
to be made thereunder and without regard to the time or character of such
advances, together with interest thereon and subject to all the terms and
provisions thereof. Tenant agrees, within ten (10) days after Landlord's
written request thereof, to execute, acknowledge and deliver all documents or
instruments requested by Landlord, or that are necessary or proper to assure
the subordination of this Lease to any such mortgages or deeds of trust.
Notwithstanding anything to the contrary set forth in this section, Tenant
hereby attorn and agrees to attorn to (at the option of) any person, firm, or
corporation purchasing or otherwise acquiring the Building and the real
property of which it is a part, at any sale or other proceeding or pursuant to
the exercise of any other rights, powers or remedies under such mortgages or
deeds of trust, as if such person, firm, or corporation had been named as
Landlord or Owner herein, being intended hereby that if this Lease is
terminated, cut off, or otherwise defeated by reason of any act or actions by
the owner of the holder or any such mortgage or deed of trust, then at the
option of any such person, firm or corporation, so purchasing or otherwise
acquiring the Building and the real property of which it is a part, this Lease
shall continue in full force and effect.
18. Maintenance and Repairs.
(a) Except as may be Landlord's responsibility pursuant
to various provisions of this Lease, Tenant shall at Tenant's sole cost and
expense keep and maintain the Premises in as good condition and repair as when
first occupied by Tenant; damage thereto from causes beyond the reasonable
control of Tenant and ordinary wear and tear excepted. All damage or injury to
the Premises or the Building in which the same are located, caused by the act
or negligence of
9
Tenant, its employees, agents or visitors, shall be repaired by Landlord at
Tenant's sole costs and expense, if Tenant shall fail to make such repairs
within a reasonable time after notice from Landlord. Tenant shall upon the
expiration or sooner termination of the term hereof surrender the Premises to
Landlord in the same condition as when construction of Tenant Improvements was
completed, ordinary wear and tear and damage from causes beyond the reasonable
control of Tenant excepted.
(b) Anything contained in the foregoing Section 18(a) to the
contrary notwithstanding, Landlord shall repair and maintain the structural
portions of the Building, including the basic plumbing, air conditioning, and
electrical systems installed or furnished by Landlord. Tenant shall replace at
its own expense, all light bulbs as may be necessary within the Premises. With
respect to the Premises, Landlord shall undertake such maintenance and repairs
within a reasonable time after written notice of the need for such maintenance
or repairs is given by Tenant and received by Landlord, but in no event less
than two (2) business days after receipt of such notice. If such maintenance and
repairs are necessitated in part or whole by the act, neglect, fault or omission
of any duty by Tenant, its agents, servants, employees or visitors, Tenant shall
pay to Landlord upon demand the reasonable cost (or portion thereof equitably
allocated to Tenant, in Landlord's best judgement) of such maintenance and
repairs.
19. Entire Agreement. This Lease contains the entire agreement
between the parties with respect to the lease of the Premises, and it may not be
modified in any manner other than by an agreement in writing signed by both
parties or their successors in interest. All prior conversations or writings
between the parties or their representatives with respect to the Premises are
merged into this Lease.
20. Provisions Severable. 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 remainder of this Lease, or the application of
that 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 enforceable to the fullest
extent permitted by law.
21. Brokerage and Finder's Fees. Tenant warrants that it has not
used the services of any broker or finder in connection with this lease of the
Premises. Tenant hereby agrees to indemnify Landlord against any and all claims
for any brokerage commission or finders' fees arising out of any alleged
services to the Tenant in connection with the lease of the Premises contemplated
hereby.
22. Late Payments. In the event that Tenant should pay any amounts
due hereunder more than ten (10) days after their due date, such amounts shall
bear interest at the rate of Twelve Percent (12%) from the due date until paid.
Further, Tenant shall pay to Landlord the sum of Fifty Dollars ($50.00) as a
processing fee to cover the increased costs to Landlord of calculating and
collecting late payments.
10
23. Application Law. The laws of the State of North Carolina shall
govern and be controlling in the determination of the validity, interpretation
and construction of this Lease, and in all questions relating to the
performance and consummation of this Lease.
24. Recording. This Lease shall not be recorded but, upon request to
Landlord by Tenant, Landlord agrees to execute a memorandum hereof suitable for
recording.
25. Rules and Regulations. The Landlord, from time to time, may
promulgate further rules and regulations as, in the judgement of the Landlord,
may be necessary for the safety, care and cleanliness of the Building and
Premises and for the preservation of good order therein. A copy of the initial
set of rules and regulations is attached to this Lease as Exhibit B and shall
be immediately effective. Modifications or additions to such rules and
regulations will be effective five (5) days after Tenant has been given written
notice thereof. No modification or addition to such rules and regulations shall
affect Tenant more adversely than it affects all of the other tenants in the
Building.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in
duplicate originals, all as of the day and year first above written.
Landlord:
University Corporate Center, LLC
a North Carolina Limited Liability Company
By /s/ (SEAL)
---------------------------------
Member/Manager
Tenant:
Endeavor Pharmaceuticals, Inc.
By /s/ Stephen F. Rizzo
---------------------------------------
Vice President
ATTEST:
/s/
- --------------------------------------
_________ Secretary
(CORPORATE SEAL)
11
Exhibit A
[FLOORPLAN]
EXHIBIT B
No existing building rules.