EXHIBIT 10.45
PINNACLE PROPERTIES MANAGEMENT, INC.
STANDARD FORM
COMMERCIAL LEASE
In consideration of the covenants herein contained, 52 & 56 Roland Street,
L.L.C. (a Delaware limited liability company), hereinafter called LESSOR, does
hereby lease to ChiRex Technology Center, Inc. (a DE corporation) 300 Atlantic
Street, Suite 402, Stamford, CT 06901, hereinafter called LESSEE, the following
described premises, hereinafter called the leased premises: approximately 10,017
square feet (including 17% common area) at 56 Roland Street, Suite 310, (see
attached floor plan) Boston, MA 02129 to have and hold the leased premises for a
term of five (5) years commencing at noon on November 1, 1998 ("Commencement
Date") and ending at noon on October 31, 2003 unless sooner terminated as herein
provided. LESSOR and LESSEE now covenant and agree that the following terms and
conditions shall govern this lease during the term hereof and for such further
time as LESSEE shall hold the leased premises. See Attached Exhibit A.
1. RENT. LESSEE shall pay to LESSOR base rent at the rate of one hundred
fifty-nine thousand seven hundred seventy-one (159,771.00) U.S. dollars per
year, drawn on a U.S. Bank, payable in advance in monthly installments of
$13,314.25 on the first day in each calendar month in advance, the first monthly
payment to be made upon LESSEE's execution of this lease, including payment in
advance of appropriate fractions of a monthly payment for any portion of a month
at the commencement or end of said lease term. All payments shall be made to
LESSOR or agent: 52 & 56 Roland Street L.L.C. c/o Pinnacle Properties Management
Inc., 3740 Beach Blvd., Suite 306, Jacksonville, FL 32207, or at such other
place as LESSOR shall from time to time in writing designate. If the "Cost of
Living" has increased as shown by the Consumer Price Index (Boston,
Massachusetts, all items, all urban consumers), U.S. Bureau of Labor Statistics,
the amount of base rent due during each calendar year of this lease and any
extensions thereof shall be annually adjusted in proportion to any increase in
the Index. All such adjustments shall take place with the rent due on January 1
of each year during the lease term, except the first such adjustment shall take
place with rent due on November 1, 2003. The base month from which to determine
the amount of each increase in the Index shall be January 1998, which figure
shall be compared with the figure for November 2002, and each November
thereafter to determine the percentage increase (if any). The increase will be
multiplied by the base rent to determine the increased base rent (if any) to be
paid during the following calendar year. In the event that the Consumer Price
Index as presently computed is discontinued as a measure of "Cost of Living"
changes, any adjustment shall then be made on the basis of a comparable index
then in general use.
See Attached Rider.
2. SECURITY DEPOSIT. LESSEE shall pay to LESSOR a security deposit in the
amount of twenty-six thousand (26,000.00) dollars upon the execution of this
lease by LESSEE, which shall be held as security for LESSEE's performance as
herein provided and refunded to LESSEE without interest at the end of this lease
subject to LESSEE's satisfactory compliance with the conditions hereof. LESSEE
may not apply the security deposit to payment of the last month's rent. In the
event of any default or breach of this lease by LESSEE, LESSOR shall immediately
apply the security deposit first to any unamortized improvements completed for
LESSEE's occupancy, then to offset any outstanding invoice or other payment due
to LESSOR, with the balance applied to outstanding rent. If all or any portion
of the security deposit is applied to cure a default or breach during the term
of the lease, LESSEE shall be responsible for restoring said deposit forthwith
and failure to do so shall be considered a substantial default under the lease.
LESSEE's failure to remit the full security deposit or any portion thereof when
due shall also constitute a substantial lease default.
3. USE OF PREMISES. LESSEE shall use the leased premises only for the purpose
of executive and administrative offices, research and development, and
laboratory.
4. ADDITIONAL RENT AND TAX ESCALATION. LESSEE shall pay to LESSOR as
additional rent per annum ("Additional Rent") a proportionate share (8.3%) of
any increase in the Operating Costs (defined below) in the building (including
the building with an address of 52 Roland Street, the building with an address
of 56 Roland Street, the building with an address of 52-R Roland Street, and the
related land, driveways, parking facilities, and similar improvements) of which
the leased premises are a part (hereinafter called the building), for a given
calendar year over the actual Operating Costs in the building for the calendar
year 1999 (the "Operating Expense Stop"). LESSOR may collect such amount in
monthly installments beginning thirty (30) days after LESSOR furnishes to
LESSEE the Operating Costs and Tax Statement (defined below). Alternatively,
LESSOR may make a good faith estimate of the Additional Rent to be due by LESSEE
for any calendar year or part thereof during the lease term, and LESSEE shall
pay to LESSOR at the commencement of the lease and on the first day of each
calendar month thereafter, an amount equal to the estimated Additional Rent for
such calendar year or part thereof divided by the number of months therein.
From time to time, LESSOR may estimate and re-estimate the Additional Rent to be
due by LESSEE and deliver a copy of the estimate or re-estimate to LESSEE.
Thereafter, the monthly installments of Additional Rent payable to LESSEE shall
be appropriately adjusted in accordance with the estimations so that, by the end
of the calendar year in question, LESSEE shall have paid all of the Additional
Rent as estimated by LESSOR. Any amounts paid based on such an estimate shall
be subject to adjustment as herein provided when actual Operating Costs are
available for each calendar year. The term "Operating Costs" shall mean all
expenses and disbursements that LESSOR incurs in connection with the ownership,
operation, and maintenance of the building including, but not limited to, the
following costs: a) wages and salaries (including management fees) of all
employees engaged in the operation, maintenance, and security of the building,
including taxes, insurance, and benefits relating thereto; b) all supplies and
materials used in the operation, maintenance, repair, replacement, and security
of the building; c) costs for improvements made to the building which, although
capital in nature, are expected to reduce the normal operating costs of the
building, as well as capital improvements made in order to comply with any law
hereafter promulgated by any governmental authority, as amortized over the
useful economic life of such improvements as determined in accordance with
Generally Accepted Accounting Principles (GAAP); d) cost of all utilities,
except the cost of utilities reimbursable to LESSOR by the building's tenants;
e) insurance expenses; f) repairs, replacements, and general maintenance of the
building; and g) service or maintenance contracts with independent contractors
for the operation, maintenance, repair, replacement, or security of the building
(including, without limitation, alarm service, window cleaning, and elevator
maintenance).
Operating costs shall not include: (i) costs relating to solicitation of,
advertising for and entering into leases and other occupancy arrangements for
space in the Building, including legal fees, real estate broker's leasing
commissions and advertising expenses, (ii) costs of defending any lawsuits with
any mortgagee (except as the actions of LESSEE may be in issue), costs of
selling, syndicating, financing, any of LESSOR's interest in the Building (or
any part thereof), costs of any disputes between LESSOR and its employees,
disputes of LESSOR with building management, or outside fees paid in connection
with disputes with other tenants, (iii) cost of correcting defects in the
Building or the Building equipment or replacing defective equipment to the
extent such costs are reimbursed or paid by warranties of manufacturers,
suppliers or contractors or are otherwise borne by parties other than LESSOR,
(iv) costs of installations paid by or constructed for a specific tenant, (v)
costs of any major addition to, deletion from or modification of the Building or
any of the other improvements within the Building, including, the addition or
deletion of floors, so long as such costs are of a capital nature, as determined
in accordance with GAAP, consistently applied; provided, however, that the
amortization of such costs shall be permitted to the extent that such costs are
incurred as the result of the replacement of any major system or component of
the Building reasonably made by LESSOR and any improvement reasonably made by
LESSOR for the purpose of reducing operating costs, (vi) costs incurred with
respect to the installation of tenant improvements made for other tenants in the
Building or incurred in renovating or otherwise improving, decorating, painting,
or redecorating vacant space, (vii) interest, points, other finance charges and
principal payments on mortgages, and other costs of indebtedness, (viii) all
amounts which are specially charged to or otherwise paid by any other tenant or
other occupant of the Building or for items or services which LESSOR provides
selectively to one or more tenants (other than LESSEE) without reimbursement,
(ix)
any bad debt loss, rent loss, or reserves for bad debts or rent loss, (x)
costs, expenses or judgements occasioned by casualty, injury or damage, to the
extent that such costs, expenses or judgements are or are paid by insurance to
be maintained by LESSOR under this lease, provided that all such costs, expense
or judgements not covered under such insurance as a result of any deductible
amount shall be included in operating costs and costs for which LESSOR is
reimbursed by any tenant's(including without limitation LESSEE's) insurance
carrier, (xi) a prorata portion of the salary and indirect compensation of any
employee to the extent such employee devotes his or her time to property other
than the Building, (xii) amounts, if any, paid as ground rental by LESSOR, and
(xiii) expenses relating to third party landlord-tenant disputes.
LESSEE shall also pay to LESSOR as additional rent a proportionate share (6.9%)
(based on square footage leased by LESSEE as compared with the total leaseable
square footage of the building, which the parties agree to be 145,367 square
feet) of any increase in the Taxes ("Tax Escalation") levied against the land
and building. LESSEE shall pay the Tax Escalation in the same manner as
provided above for Additional Rent with regard to Operating Costs. The base
from which to determine the amount of any increase in taxes shall be the rate
and the assessment in effect for fiscal year 1999,which is the period July 1,
1998 through June 30, 1999, ("Real Estate Tax Stop"). "Taxes" shall mean taxes,
assessments, and governmental charges whether federal, state, county or
municipal, and whether they be by taxing districts or authorities presently
taxing or by others, subsequently created or otherwise, and any other taxes and
assessments attributable to the building (or its operation), excluding, however,
penalties and interest thereon and federal and state taxes on income (if the
present method of taxation changes so that in lieu of the whole or any part of
any Taxes, there is levied on LESSOR a capital tax directly on the rents
received therefrom or a franchise tax, assessment, or charge based, in whole or
in part, upon such rents for the building, then all such taxes, assessments, or
charges, or the part thereof so based, shall be deemed to be included within the
term "Taxes" for purposes hereof). Notwithstanding anything to the contrary in
this lease, the initial responsibility for the payment of all real estate taxes
with respect to the building shall be upon the LESSOR and LESSOR agrees to pay
the same as required by law, but in any event so as to assure the LESSEE's right
to occupy the leased premise and to use the common areas of the Building shall
not be disturbed or threatened. LESSOR, at LESSEE's written request, shall
provide LESSEE with copies of all tax bills and a computation of LESSEE's
prorata share thereof; in the event that any special assessments are assessed
and payable, LESSEE's prorata share of the same shall be calculated as if such
assessments are being paid by LESSOR in installments, if LESSOR is permitted to
do so.
By April 1 of each calendar year, or as soon thereafter as practicable, LESSOR
shall furnish to LESSEE a statement of Operating Costs and Taxes for the
previous year (the "Operating Costs and Tax Statement"). With respect to any
calendar year or partial calendar year in which the building is not occupied to
the extent of 95% of the leaseable area thereof, the Operating Costs for such
period shall, for the purposes hereof, be increased to the amount which would
have been incurred had the building been occupied to the extent of 95% of the
rental area thereof. If the Operating Costs and Tax Statement reveals that
LESSEE paid more for Operating Costs than the actual Additional Rent and more
for Taxes than Tax Escalation for the year for which such statement was
prepared, then LESSOR shall promptly credit LESSEE for such excess or if at the
expiration or termination of the term, returned to LESSEE; likewise, if LESSEE
paid less than the actual Additional Rent or Tax Escalation due, then LESSEE
shall promptly pay LESSOR such deficiency, within thirty (30) days after
receiving notice from LESSOR of the amount of such deficiency.
5. UTILITIES. LESSOR shall provide equipment per LESSOR's building standard
specifications to heat the leased premises in season and cool all office areas
between May 1 and November 1. LESSEE shall pay all charges for utilities used on
the leased premises, including electricity, gas, oil, water, and sewer. LESSEE
shall pay the utility provider or LESSOR, as applicable, for all such utility
charges as determined either by separate meters serving the leased premises or
as a proportionate share of the utility charges as determined by LESSOR if not
separately metered. Electricity and gas for the leased premises will be
separately metered. LESSEE shall also pay LESSOR a proportionate share of any
other taxes, use charges, and charges relating in any way to utility use at the
building. No plumbing, construction or electrical work of any type shall be
done without LESSOR's prior written approval and LESSEE obtaining the
appropriate municipal permit.
6. COMPLIANCE WITH LAWS. LESSEE acknowledges that no trade, occupation,
activity or work shall be conducted in the leased premises or use made thereof
which may be unlawful, improper, noisy, offensive, or contrary to any applicable
statute, regulation, ordinance or bylaw. LESSEE shall keep all employees
working in the leased premises covered by Worker's Compensation Insurance and
shall obtain any licenses and permits necessary for LESSEE's occupancy. LESSEE
shall be responsible for causing the leased premises and any alterations by
LESSEE which are allowed hereunder to be in full compliance with any applicable
statute, regulation, ordinance or bylaw. Notwithstanding the foregoing or any
other provision of this lease, however, LESSEE shall not be responsible for
compliance with any such laws, regulations or the like requiring (I) structural
repairs or modifications, (ii) repairs or modifications to the utility or
building service equipment located outside of and not exclusively serving the
premises or (iii) installation of new building service equipment, such as fire
detection or suppression equipment, unless such repairs, modifications, or
installations shall (a) be due to LESSEE's work, alterations, or repairs in the
leased premises or LESSEE's particular use of the leased premises (as opposed to
commercial office operations, generally), or (b) be due to the negligence or
willful misconduct of LESSEE or any agent, employee, or contractor of LESSEE.
7. FIRE, CASUALTY, EMINENT DOMAIN. Should a substantial portion of the leased
premises, or of the property of which they are a part, be substantially damaged
by fire or other casualty, or be taken by eminent domain, LESSOR or LESSEE may
elect to terminate this lease. When such fire, casualty, or taking renders the
leased premises substantially unsuitable for their intended use, a just and
proportionate abatement of rent shall be made, and LESSEE may elect to terminate
this lease if: (a) LESSOR fails to give written notice within thirty (30) days
of intention to restore the leased premises, or (b) LESSOR fails to restore the
leased premises to a condition reasonably suitable for their intended use
within ninety (90) days of said fire, casualty or taking. LESSOR reserves all
rights for damages or injury to the leased premises for any taking by eminent
domain, except for damage to LESSEE's property or equipment.
8. FIRE INSURANCE. LESSEE shall not permit any use of the leased premises
which will adversely affect or make voidable any insurance on the property of
which the leased premises are a part, or on the contents of said property, or
which shall be contrary to any law or regulation from time to time established
by the Insurance Services Office (or successor), local Fire Department, LESSOR's
insurer, or any similar body. LESSEE shall on demand reimburse LESSOR, and all
other tenants, all extra insurance premiums caused by LESSEE's use of the leased
premises. LESSEE shall not vacate the leased premises or permit same to be
unoccupied other than during LESSEE's customary non-business days or hours.
9. MAINTENANCE OF PREMISES. LESSOR will be responsible for maintenance and
replacement (if necessary) of the existing standard heating and cooling
equipment serving the office portion of the leased premises and all structural
and roof maintenance of the leased premises but specifically excluding damage
caused by the careless, malicious, willful, or negligent acts of LESSEE,
chemical, water or corrosion damage from any source, except caused solely by
LESSOR's gross negligence and maintenance of the space heating, ventilating, and
cooling units exclusively serving the laboratory portion of the leased premises
(collectively, the "Laboratory HVAC Unit") and of any non "building standard"
leasehold improvements. LESSEE agrees to maintain and replace at its expense
the Laboratory HVAC Unit and maintain all other aspects of the leased premises
in the same condition as they are at the commencement of the term or as they may
be put in during the term of this lease, normal wear and tear and damage by fire
or other casualty only excepted, and whenever necessary, to replace light bulbs,
plate glass and other glass therein, acknowledging that the leased premises are
now in good order and the light bulbs and glass whole. LESSEE will properly
control or vent all solvents, degreasers, smoke, odors, etc. and shall not cause
the area surrounding the leased premises to be in anything other than a neat and
clean condition, depositing all waste in appropriate receptacles. LESSEE shall
be solely responsible for any damage to plumbing equipment, sanitary lines, or
any other portion of the building which results from the discharge or use of any
acid or corrosive substance by LESSEE.
LESSEE shall not permit the leased premises to be overloaded, damaged, stripped
or defaced, nor suffer any waste, and will not keep animals within the leased
premises. LESSEE will protect any carpet with plastic or masonite chair pads
under any rolling chairs. Unless heat is provided at LESSOR's expense, LESSEE
shall maintain sufficient heat to prevent freezing of pipes or other damage. Any
increase in air conditioning equipment or electrical capacity, or any
installation and/or maintenance of equipment which is necessitated by some
specific aspect of LESSEE's use of the leased premises shall be at LESSEE's
expense. All maintenance provided by LESSOR shall be during LESSOR's normal
business hours. LESSOR shall keep in good order, condition, and repair the roof
of the Building (including using reasonable efforts to keep the roof water
tight), all gutters and downspouts, foundations, exterior (including exterior
painting and finish) and structural portions of the Building, all Building
systems serving the Building, and all plumbing lines from the point it is
brought into the Building to the point it services LESSEE and its leased
premises. LESSOR's obligations shall include the obligation to make all
necessary repairs, replacements or alterations to the roof, the exterior walls,
the foundation, the floor slabs, and all other structural elements of the
Building, and to maintain the parking area.
10. ALTERATIONS. LESSEE shall not make structural alterations or additions of
any kind to the leased premises, but may make nonstructural alterations provided
LESSOR consents thereto in writing, such consent not to be unreasonably
withheld, conditioned or delayed. All such allowed alterations shall be at
LESSEE's expense and shall conform to LESSOR's construction specifications. If
LESSOR or LESSOR's agent provides any services or maintenance for LESSEE in
connection with such alterations or otherwise under this lease, any just invoice
will be promptly paid. LESSEE shall not permit any mechanics' liens, or similar
liens, to remain upon the leased premises in connection with work of any
character performed or claimed to have been performed at the direction of LESSEE
and shall cause any such lien to be released or removed forthwith without cost
to LESSOR. Any alterations or additions shall become part of the leased
premises and the property of LESSOR. Any alterations completed by LESSOR shall
be LESSOR's "building standard" unless noted otherwise. LESSOR shall have the
right at any time to change the arrangement of parking areas, stairs, walkways
or other common areas of the building.
11. ASSIGNMENT OR SUBLEASING. LESSEE shall not assign this lease or sublet or
allow any other firm or individual to occupy the whole or any part of the leased
premises without LESSOR's prior written consent, such consent shall not be
unreasonably withheld, conditioned, or delayed. Notwithstanding such assignment
or subleasing, LESSEE and GUARANTOR shall remain liable to LESSOR for the
payment of all rent and for the full performance of the covenants and conditions
of this lease. LESSEE shall pay LESSOR promptly for reasonable legal and
administrative expenses incurred by LESSOR in connection with any consent
requested hereunder by LESSEE.
See Attached Rider
12. SUBORDINATION. This lease shall be subject and subordinate to any and all
mortgages and other instruments in the nature of a mortgage, now or at any time
hereafter, and LESSEE shall, when requested, promptly execute and deliver such
written instruments as shall be necessary to show the subordination of this
lease to said mortgages or other such instruments in the nature of a mortgage.
See Attached Rider.
13. LESSOR'S ACCESS. LESSOR or agents of LESSOR may at any reasonable time
enter to view the leased premises, to make repairs and alterations as LESSOR
should elect to do for the leased premises, the common areas or any other
portions of the building, to make repairs which LESSEE is required but has
failed to do, and to show the leased premises to others.
14. SNOW REMOVAL. The plowing of snow from all roadways and unobstructed
parking areas shall be at the sole expense of LESSOR. The control of snow and
ice on all walkways, steps, and loading areas serving the leased premises shall
be the sole responsibility of LESSOR. Notwithstanding the foregoing, however,
to the extent permitted under applicable laws, LESSEE shall hold LESSOR and
OWNER harmless from any and all claims by LESSEE's agents, representatives,
employees, callers or invitees for damage or personal injury resulting in any
way from snow or ice on any area serving the leased premises, except for claims
arising solely out of LESSOR's gross negligence.
15. ACCESS AND PARKING. LESSEE shall have the right to use eighteen (18)
unassigned and undesignated parking spaces in the parking area designated by
LESSOR ("Parking Area") in common with others entitled to the use thereof during
the initial term of this lease subject to such terms, conditions and regulations
as are from time to time charged or applicable to patrons of the Parking Area.
If, for any reason, LESSEE is unable to use all or any portion of the parking
spaces to which it is entitled hereunder, then LESSEE's obligation to pay base
rent shall be abated by $2.00 per day per space for so long as LESSEE does not
have the use of any such parking space; this abatement shall be in full
settlement of all claims that LESSEE might otherwise have against LESSOR because
of LESSOR's failure or inability to provide LESSEE with such parking spaces.
Said Parking Area plus any stairs, walkways, elevators or other common areas
shall in all cases be considered a part of the leased premises when they are
used by LESSEE or LESSEE's employees, agents, callers or invitees. LESSEE will
not obstruct in any manner any portion of the building or the walkways or
approaches to the building, and will conform to all rules and regulations now or
hereafter made by LESSOR for parking, and for the care, use, or alteration of
the building, its facilities and approaches. LESSEE further warrants that
LESSEE will not permit any employee or visitor to violate this or any other
covenant or obligation of LESSEE. No unattended parking will be permitted
between 7:00 PM and 7:00 AM without LESSOR's prior written approval, and from
December 1 through March 31 annually, such parking shall be permitted only in
those areas specifically designated for assigned overnight parking.
Unregistered or disabled vehicles, or storage trailers of any type, may not be
parked at any time. LESSOR may tow, at LESSEE's sole risk and expense, any
misparked vehicle belonging to LESSEE or LESSEE's agents, employees, invitees or
callers, at any time. LESSOR shall not be responsible for providing any
security services for the leased premises.
16. LIABILITY. LESSEE shall be solely responsible as between LESSOR and LESSEE
for deaths or personal injuries to all persons whomsoever occurring in or on the
leased premises from whatever cause arising, and damage to property to
whomsoever belonging arising out of the use, control, condition or occupation of
the leased premises by LESSEE unless directly resulting from the sole gross
negligence of LESSOR; and to the extent permitted under applicable laws, LESSEE
agrees to indemnify and save harmless LESSOR and OWNER from any and all
liability, including but not limited to costs, expenses, damages, causes of
action, claims, judgments and attorney's fees caused by or in any way growing
out of any matters aforesaid, except for death, personal injuries or property
damage directly resulting from the gross negligence of LESSOR.
17. INSURANCE. LESSEE will secure and carry at its own expense a commercial
general liability policy insuring LESSEE, LESSOR and OWNER against any claims
based on bodily injury (including death) or property damage arising out of the
condition of the leased premises or their use by LESSEE, such policy to insure
LESSEE, LESSOR and OWNER against any claim up to One Million (1,000,000) Dollars
in the case of any one accident involving bodily injury (including death), and
up to One Million (1,000,000) Dollars against any claim for damage to property.
LESSOR and OWNER shall be included in each such policy as additional insureds
using ISO form CG 20 26 11 85 or some other form approved by LESSOR. LESSEE
will file with LESSOR prior to occupancy certificates and any applicable riders
or endorsements showing that such insurance is in force, and thereafter will
file renewal certificates prior to the expiration of any such policies. All
such insurance certificates shall provide that such policies shall not be
cancelled without at least ten (10) days prior written notice to each insured.
In the event LESSEE shall fail to provide or maintain such insurance at any time
during the term of this lease, then LESSOR may elect to contract for such
insurance at LESSEE's expense.
18. SIGNS. LESSOR agrees to erect signage for the leased premises in the lobby
of the building and at LESSEE's entry door in accordance with LESSOR's building
standards for style, size, location, etc. LESSEE shall obtain the prior written
consent of LESSOR before erecting any sign on the leased premises, which consent
shall include approval as to size, wording, design, and location. LESSOR may
remove and dispose of any sign not approved, erected or displayed in conformance
with this lease.
19. BROKERAGE. LESSEE warrants and represents to LESSOR that LESSEE has dealt
with no broker except Joseph Rooney of Hunneman Commercial who will be paid by
LESSOR according to LESSOR's standard fee schedule or third person with respect
to this lease and LESSEE agrees to indemnify LESSOR against any brokerage claims
arising by virtue of this lease. LESSOR warrants and represents to LESSEE that
LESSOR has employed no exclusive broker or agent in connection with the letting
of the leased premises.
20. DEFAULT AND ACCELERATION OF RENT. In the event that: (a) any assignment
for the benefit of creditors, trust mortgage, receivership or other insolvency
proceeding shall be made or instituted with respect to LESSEE or LESSEE's
property; (b) LESSEE shall default in the observance or performance of any of
LESSEE's covenants, agreements, or obligations hereunder, other than substantial
monetary payments as provided below, and such default shall not be corrected
within thirty (30) days after written notice thereof unless the cure cannot be
completed within such period and LESSEE begins promptly to cure within such
period and thereafter diligently completes the correction within sixty (60)
days; or (c) LESSEE vacates the leased premises, then LESSOR shall have the
right thereafter, while such default continues and without demand or further
notice, to re-enter and take possession of the leased premises, to declare the
term of this lease ended, and to remove LESSEE's effects, without being guilty
of any manner of trespass, and without prejudice to any remedies which might be
otherwise used for arrears of rent or other default or breach of the lease. If
LESSEE shall default in the payment of the security deposit, rent, taxes,
substantial invoice from LESSOR or LESSOR's agent for goods and/or services or
other sum herein specified, and such default shall continue for ten (10) days
after written notice thereof, and, because both parties agree that nonpayment of
said sums when due is a substantial breach of the lease, and, because the
payment of rent in monthly installments is for the sole benefit and convenience
of LESSEE, then in addition to the foregoing remedies the entire balance of rent
which is due hereunder shall become immediately due and payable as liquidated
damages. LESSOR, without being under any obligation to do so and without
thereby waiving any default, may remedy same for the account and at the expense
of LESSEE. If LESSOR pays or incurs any obligations for the payment of money in
connection therewith, such sums paid or obligations incurred plus interest and
costs, shall be paid to LESSOR by LESSEE as additional rent. Any sums received
by LESSOR from or on behalf of LESSEE at any time shall be applied first to any
unamortized improvements completed for LESSEE's occupancy, then to offset any
outstanding invoice or other payment due to LESSOR, with the balance applied to
outstanding rent. LESSEE agrees to pay reasonable attorney's fees and/or
administrative costs incurred by LESSOR in enforcing any or all obligations of
LESSEE under this lease at any time. LESSEE shall pay LESSOR interest at the
rate of eighteen (18) percent per annum on any payment from LESSEE to LESSOR
which is past due.
21. NOTICE. Any notice from LESSOR to LESSEE relating to the leased premises
or to the occupancy thereof shall be deemed duly served when sent to the leased
premises by certified mail, return receipt requested, postage prepaid, addressed
to LESSEE with a copy to: 300 Atlantic Avenue, Suite 402, Stamford, CT 06901,
Attn: Beth Hecht, Esq., General Counsel. Any notice from LESSEE to LESSOR
relating to the leased premises or to the occupancy thereof shall be deemed duly
served when served by constable, or delivered to LESSOR by certified mail,
return receipt requested, postage prepaid, addressed to LESSOR c/o Pinnacle
Properties Management, Inc. at 56 Roland Street, Boston, MA 02129 or at LESSOR's
last designated address. No oral notice or representation shall have any force
or effect. Time is of the essence in service of any notice.
22. OCCUPANCY. In the event that LESSEE takes possession of said leased
premises prior to the start of said term, LESSEE will perform and observe all of
LESSEE's covenants from the date upon which LESSEE takes possession except the
obligation for the payment of extra rent for any period of less than one month.
LESSEE shall not remove LESSEE's goods or property from the leased premises
other than in the ordinary and usual course of business, without having first
paid and satisfied LESSOR for all rent which may become due during the entire
term of this lease. LESSOR shall have the right to relocate LESSEE to another
facility upon prior written notice to LESSEE and on terms comparable to those
herein. If LESSOR relocates LESSEE, LESSOR shall reimburse LESSEE for LESSEE's
reasonable out-of-pocket expenses for moving LESSEE's furniture, equipment, and
supplies from the leased premises to the relocation space and for reprinting
LESSEE's stationery of the same quality and quantity as LESSEE's stationery
supply on hand immediately before LESSOR's notice to LESSEE of the exercise of
this relocation right. Upon such relocation, the relocation space shall be
deemed to be the leased premises and the terms of the lease shall remain in full
force and shall apply to the relocation space. In the event that LESSEE
continues to occupy or control all or any part of the leased premises after the
agreed termination of this lease without the written permission of LESSOR, then
LESSEE shall be liable to LESSOR for any and all loss, damages or expenses
incurred by LESSOR, and all other terms of this lease shall continue to apply
except that rent shall be due in full monthly installments at a rate of one
hundred fifty (150) percent of that which would otherwise be due under this
lease, it being understood between the parties that such extended occupancy is
as a tenant at sufferance and is solely for the benefit and convenience of
LESSEE and as such has greater rental value. LESSEE's control or occupancy of
all or any part of the leased premises beyond noon on the last day of any
monthly rental period shall constitute LESSEE's occupancy for an entire
additional month, and increased rent as provided in this section shall be due
and payable immediately in advance. LESSOR's acceptance of any payments from
LESSEE during such extended occupancy shall not alter LESSEE's status as a
tenant at sufferance.
23. FIRE PREVENTION. LESSEE agrees to use every reasonable precaution against
fire and agrees to provide and maintain approved, labeled fire extinguishers,
emergency lighting equipment, and exit signs and complete any other
modifications within the leased premises as required or recommended by the
Insurance Services Office (or successor organization), OSHA, the local Fire
Department, or any similar body.
24. OUTSIDE AREA. No goods, equipment, or things of any type or description
shall be held or stored outside the leased premises at any time without prior
written consent from LESSOR. Any goods, equipment or things left outside the
leased premises without LESSOR's prior written consent shall be deemed abandoned
and may be removed at LESSEE's expense without notice by LESSOR. LESSEE shall
have a building standard size dumpster in a location approved by LESSOR,
provided and serviced at LESSEE's expense by whichever disposal firm may from
time to time be designated by LESSOR, unless a shared dumpster or compactor is
provided by LESSOR, in which case LESSEE shall pay its proportionate share of
any costs associated therewith.
25. ENVIRONMENT. LESSEE will so conduct and operate the leased premises as not
to interfere in any way with the use and enjoyment of other portions of the same
or neighboring buildings by others by reason of odors, smoke, smells, noise,
pets, accumulation of garbage or trash, vermin or other pests, or otherwise, and
will at its expense employ a professional pest control service if necessary.
LESSEE agrees to maintain efficient and effective devices for preventing damage
to heating equipment from solvents, degreasers, cutting oils, propellants, etc.
which may be present at the leased premises. No hazardous materials or wastes
shall be stored, disposed of, or allowed to remain at the leased premises at any
time except in compliance with all applicable statutes, regulations, ordinances
and the like, and LESSEE shall be solely responsible for any and all corrosion
or other damage associated with the use, storage and/or disposal of same by
LESSEE.
See Attached Rider.
26. RESPONSIBILITY. Neither LESSOR nor OWNER shall be held liable to anyone
for loss or damage caused in any way by the use, leakage, seepage or escape of
water from any source, or for the cessation of any service rendered customarily
to said premises or buildings, or agreed to by the terms of this lease, due to
any accident, the making of repairs, alterations or improvements, labor
difficulties, weather conditions, mechanical breakdowns, trouble or scarcity in
obtaining fuel, electricity, service or supplies from the sources from which
they are usually obtained for said building, or any cause beyond LESSOR's
immediate control.
See Attached Rider.
27. SURRENDER. LESSEE shall at the termination of this lease remove all of
LESSEE's goods and effects from the leased premises. LESSEE shall deliver to
LESSOR the leased premises and all keys and locks thereto, all fixtures and
equipment connected therewith, and all alterations, additions and improvements
made to or upon the leased premises, whether completed by LESSEE, LESSOR, or
others, including but not limited to any offices, partitions (except movable
partitions supplied and installed by LESSEE), window blinds, floor coverings
(including computer floors), plumbing and plumbing fixtures, air conditioning
equipment and ductwork of any type, exhaust fans or heaters, water coolers,
burglar alarms, telephone wiring, telephone equipment, air or gas distribution
piping, compressors, overhead cranes, hoists, trolleys or conveyors, counters,
shelving or signs attached to walls or floors, all electrical work, including
but not limited to lighting fixtures of any type, wiring, conduit, EMT,
transformers, distribution panels, bus ducts, raceways, outlets and disconnects,
and furnishings (except kitchen-type appliances supplied and installed by
LESSEE) or equipment which have been bolted, welded, nailed, screwed, glued or
otherwise attached to any wall, floor or ceiling, or which have been directly
wired to any portion of the electrical system or which have been plumbed to the
water supply, drainage or venting systems serving the leased premises. LESSEE
shall deliver the leased premises sanitized from any chemicals or other
contaminants, and broom clean and in the same condition as they were at the
commencement of this lease or any prior lease between the parties for the leased
premises, or as they were modified during said term with LESSOR's written
consent, reasonable wear and tear and damage by fire or other casualty only
excepted. In the event of LESSEE's failure to remove any of LESSEE's property
from the leased premises upon termination of the lease, LESSOR is hereby
authorized, without liability to LESSEE for loss or damage thereto, and at the
sole risk of LESSEE, to remove and store any such property at LESSEE's expense,
or to retain same under LESSOR's control, or to sell at public or private sale
(without notice), any or all of the property not so removed and to apply the net
proceeds of such sale to the payment of any sum due hereunder, or to destroy
such abandoned property. In no case shall the leased premises be deemed
surrendered to LESSOR until the termination date provided herein or such other
date as may be specified in a written agreement between the parties,
notwithstanding the delivery of any keys to LESSOR.
See Attached Rider.
28. GENERAL. (a) The invalidity or unenforceability of any provision of this
lease shall not affect or render invalid or unenforceable any other provision
hereof. (b) The obligations of this lease shall run with the land, and this
lease shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns, except that LESSOR and OWNER shall be
liable only for obligations occurring while lessor, owner, or master lessee of
the premises. (c) Any action or proceeding arising out of the subject matter of
this lease shall be brought by LESSEE within two years after the cause of action
has occurred and only in a court of the Commonwealth of Massachusetts. (d) If
LESSOR is acting under or as agent for any trust or corporation, the obligations
of LESSOR shall be binding upon the trust or corporation, but not upon any
trustee, officer, director individually. (e) (f) This lease is made and
delivered in the Commonwealth of Massachusetts, and shall be interpreted,
construed, and enforced in accordance with the laws thereof. (g) This lease was
the result of negotiations between parties of equal bargaining strength, and
when executed by both parties shall constitute the entire agreement between said
parties. No other oral or written representation shall have any effect hereon,
and this agreement may not be altered, extended or amended except by written
agreement attached hereto or as otherwise provided herein. (h) Except as set
forth herein, LESSOR makes no warranty, express or implied, concerning the
suitability of the leased premises for LESSEE's intended use. (i) LESSEE agrees
that if LESSOR does not deliver possession of the leased premises as herein
provided for any reason, LESSOR shall not be liable for any damages to LESSEE
for such failure, but LESSOR agrees to use reasonable efforts to deliver
possession to LESSEE at the earliest possible date, and a proportionate
abatement of rent for such time as LESSEE may be deprived of possession of said
leased premises shall be LESSEE's sole remedy. (j) Neither the submission of
this lease form, nor the prospective acceptance of the security deposit and/or
rent shall constitute a reservation of or option for the leased premises, or an
offer to lease, it being expressly understood and agreed that this lease shall
not bind either party in any manner whatsoever until it has been executed by
both parties. (k) LESSEE shall not be entitled to exercise any option contained
herein if LESSEE is in default of any terms or conditions hereof. (1) The
headings in this lease are for convenience only and shall not be considered part
of the terms hereof. (m) No endorsement by LESSEE on any check shall bind LESSOR
in any way.
29. (This paragraph intentionally deleted.)
30. WAIVERS, ETC. No consent or waiver, express or implied, by LESSOR, to or
of any breach of any covenant, condition or duty of LESSEE shall be construed as
a consent or waiver to or of any other breach of the same or any other covenant,
condition or duty. If LESSEE is several persons, several corporations or a
partnership, LESSEE's obligations are joint or partnership and also several.
Unless repugnant to the context, "LESSOR" and "LESSEE" mean the person or
persons, natural or corporate, named above as LESSOR and as LESSEE respectively,
and their respective heirs, executors, administrators, successors and assigns.
31. (This paragraph intentionally deleted.)
32. JURY TRIAL. LESSOR and LESSEE hereby waive any and all rights to a jury
trial in any summary process or eviction proceeding in any way arising out of
the lease.
33. ESTOPPEL CERTIFICATES. From time to time, LESSOR or LESSEE shall furnish
to any party designated by the other party ("requesting party"), within fifteen
(15) days after a request therefor, a certificate signed by the party confirming
and containing such factual certifications and representations as to this lease
as the requesting party may reasonably request.
34. CORPORATE APPROVAL. Concurrently with its execution of the lease, LESSEE
shall provide LESSOR with duly authorized and executed corporate resolutions (in
form and substance satisfactory to LESSOR) authorizing the entering into and
consummation of the transactions contemplated by this lease and designating the
corporate or other officer or officers to execute this lease on behalf of
LESSEE.
35. FINANCIAL REPORTS. Within thirty (30)days after LESSOR's request, LESSEE
shall furnish LESSEE's most recent audited financial statements (including any
notes to them) to LESSOR, or, if no such audited statements have been prepared,
such other financial statements (and notes to them) as may have been prepared by
an independent certified public accountant or, failing those, LESSEE's
internally prepared financial statements. LESSOR will not disclose any aspect of
LESSEE's financial statements that LESSEE designates to LESSOR as confidential
except (i) to LESSOR's lenders or prospective purchasers of the property, (ii)
in litigation between LESSOR and LESSEE, and (iii) if required by court order.
36. CONFIDENTIALITY. LESSEE acknowledges that the terms and conditions of this
lease are to remain confidential for the LESSOR's benefit, and may not be
disclosed by LESSEE to anyone, by any manner or means, directly or indirectly,
without LESSOR's prior written consent.
37. ADDITIONAL PROVISIONS. (Continued on attached rider if necessary.)
A. A Class B-1 Response Action Outcome ("RAO"), supported by an Activity and
Use Limitation (the "AUL"), has been issued in connection with the building and
filed at both the Suffolk County and Middlesex County Registry of Deeds.
Pursuant to such Class B-1 RAO, a condition of no significant risk has been
determined to exist, and no further response actions are required provided the
AUL is complied with. LESSEE hereby acknowledges and agrees to
comply with the provisions of the AUL. Pursuant to such AUL, all activities and
uses including without limitation continued commercial, retail or industrial
uses are permitted. The activities and uses not permitted are: residential use,
use for a recreation area, playground, playing field, school, daycare or
excavation landscaping or other disturbance of soil currently at a depth of
greater than three feet.
IN WITNESS WHEREOF, LESSOR AND LESSEE have hereunto set their hands and common
seals and intend to be legally bound hereby this _____ day of ___________.
LESSOR: 52 & 56 ROLAND STREET, L.L.C. LESSEE: CHIREX TECHNOLOGY CENTER, INC.
By: PINNACLE PROPERTIES MANAGEMENT,
INC., its manager
By: By:
-------------------------------- -------------------------------
Vice President
GUARANTY
IN CONSIDERATION of the making of the above lease by 52 & 56 Roland Street,
L.L.C with ChiRex Technology Center, Inc. at the request of the undersigned and
in reliance on this guaranty, the undersigned (GUARANTOR) hereby personally
guarantees the prompt payment of rent by LESSEE and the performance by LESSEE of
all the terms, conditions, covenants and agreements of the lease, any amendments
thereto and any extensions or assignments thereof, and the undersigned promises
to pay all expenses, including reasonable attorney's fees, incurred by LESSOR in
enforcing all obligations of LESSEE under the lease or incurred by LESSOR in
enforcing this guaranty. LESSOR's consent to any assignments, subleases,
amendments and extensions by LESSEE or to any compromise or release of LESSEE's
liability hereunder, with or without notice to the undersigned, or LESSOR's
failure to notify the undersigned of any default and/or reinstatement of the
lease by LESSEE, shall not relieve the undersigned from liability as GUARANTOR.
IN WITNESS WHEREOF, the undersigned GUARANTOR has hereunto set his/her/its hand
and common seal intending to be legally bound hereby this _____ day of
____________. _________________________________________
2/98
PINNACLE PROPERTIES MANAGEMENT, INC.
STANDARD FORM
RIDER TO LEASE
The following additional provisions are incorporated into and made a part of the
attached lease:
B. LESSOR, at an expense incorporated entirely into the base rent and at no
further cost to LESSEE, shall construct standard office and R&D space
according to a mutually agreed upon plan attached hereto before or about
the time LESSEE takes possession of the leased premises. Said office space
shall be carpeted and completed with painted drywall partitions, acoustical
tile ceilings or exposed spray painted ceiling, standard lighting, fire
protection sprinklers, and 110V convenience electrical wall outlets at
regular intervals. Said R&D space shall be modified with the existing tile
floor cleaned and prepared, walls completed with painted drywall
partitions, acoustical tile ceilings or exposed spray painted ceilings,
standard lighting, fire protection sprinklers, and 110V convenience
electrical wall outlets at regular intervals. All such work shall be
completed in accordance with all applicable zoning, ordinances, laws,
codes, and regulations for office use. LESSOR shall also, at no additional
cost to LESSEE, demise the leased premises from adjoining space and supply
and install: (1) an entry door with glass, (2) glass sidelights at other
offices, (3) HVAC equipment of ten (10) tons with several zones, (4)
kitchenette, sink, and bathrooms, and (5) install border carpet, additional
lighting, and polymix paint in the reception area. LESSOR shall, at
LESSEE's option, either (1) supply and install an additional ten (10) tons
of HVAC capacity in the R&D portion of the leased premises, or (2)
contribute $15,000 towards LESSEE's cost of HVAC equipment for the R&D
portion of the leased premises.
C. LESSOR, if requested to do so by LESSEE, and if reasonably acceptable to
LESSOR, shall at LESSEE's sole expense, shall make additional alterations
necessitated by LESSEE's use of the leased premises ("Upgrades"), including
larger glass treatment of one wall in each office, retractable projection
screen in conference room, shelving along two walls in the conference room,
and some built-in shelving in other areas of the leased premises according
to a plan to be mutually agreed upon by both parties. At LESSEE's request,
the cost of the Upgrades may be incorporated into the lease by separate
amendment to be attached hereto, with an interest rate of 12% per annum and
fully amortized over the initial five (5) year term of this lease and then
paid for by LESSEE in the same manner as base rent which shall otherwise be
due. With LESSOR's prior written approval of the plans for the same, other
improvements specific to LESSEE's use of the leased premises ("Specialty
Upgrades") shall be at LESSEE's sole cost and expense and in compliance with
all applicable codes, ordinances, laws, and regulations. Such Specialty
Upgrades include roof penetrations with roof mounted venting systems,
laboratory benchwork, hoods, cabinetry, regular and "cup" sinks, emergency
shower, additional HVAC, cold storage prefab room, gas/vacuum distribution
lines, blackboards, floor drains, backup generator, glassware room
treatment, NMR room treatment, and tank storage area.
D. * If LESSOR should make any alterations and amortize the cost thereof under
the preceding paragraph, then LESSEE shall provide LESSOR with additional
security in an amount and form satisfactory to LESSOR and LESSOR's counsel
to ensure payment of all costs to be amortized.
E. Notwithstanding the commencement date herein, the parties acknowledge that
the R&D portion of the leased premises may not be available for LESSEE's
occupancy until after the commencement date. Notwithstanding the delay in
delivery of the leased premises, LESSEE's obligation to pay rent in full
accordance with Section 1 shall commence the later of when the office
portion of the leased premises have been substantially completed or November
1, 1998; however, after substantial completion of the office portion of the
leased premises and until the R&D portion of the leased premises is
substantially complete, LESSEE's rent shall be discounted by $110.76 per
day.
F. During the initial term of this Lease and provided LESSEE is not in default
under the terms of this Lease, LESSEE shall have the one-time right of first
lease of third floor contiguous space to the leased premises as it becomes
available (and the unassigned and undesignated parking spaces referred to in
Section 15 of this lease shall be increased by one (1) parking space for
every 556 additional leasable square feet (including 17% common area)
leased)at LESSOR's then current published rental rate for said space as it
becomes available for lease directly from LESSOR, subject to the right of
the current lessee to extend or otherwise renegotiate its current lease and
subject to rights of any other tenant of LESSOR. LESSEE shall have forty-
eight (48) hours from receipt of notice from LESSOR of said availability to
execute LESSOR's then current standard form lease or amendment to lease for
said additional space; failure of LESSEE to execute and return the Lease or
amendment to Lease to LESSOR within such 48-hour period shall automatically
cause such right of first lease to be forever waived and if LESSOR fails to
notify LESSEE of the availability of said space and leases said space to
others, and if LESSEE notifies LESSOR of its desire to lease said space and
immediately executes LESSOR's then current standard form lease for said
space, LESSOR shall thereafter have sixty (60) days to relocate the other
party. If LESSOR fails to relocate the other party within said sixty days
and execute the new lease with LESSEE, then LESSEE may elect, by serving
LESSOR written notice within thirty (30) days after expiration of
the relocation period to occupy a similar amount of additional space on a
no-charge basis until the earlier to occur of (i) such time as LESSOR
delivers possession of said space or (ii) six (6) months from occupancy.
Time is of the essence.
G. Notwithstanding Section 1 of this lease, LESSEE shall pay rent during the
initial term of this lease in accordance with the following schedule and
with no "Cost of Living" adjustments:
November 1, 1998 to October 31, 1999: $159,771.00 per year and $13,314.25
per month
November 1, 1999 to October 31, 2000: $165,280.00 per year and $13,773.33
per month
November 1, 2000 to October 31, 2001: $169,788.00 per year and $14,149.00
per month
November 1, 2001 to October 31, 2002: $175,297.00 per year and $14,608.08
per month
November 1, 2002 to October 31, 2003: $179,805.00 per year and $14,983.75
per month
H. Provided LESSEE is not then in default of this Lease or in arrears of any
rent or invoice payment, LESSEE shall have the right to extend the term of
this Lease, upon the same terms, conditions, escalations, etc. as provided
herein, except for base rent, for one additional period of five (5) years
("the extended lease term") by serving LESSOR with written notice of its
desire to so extend the Lease. The time for serving such written notice
shall be not more than twelve (12) months or less than six (6) months prior
to the expiration of the initial lease term. Time is of the essence.
I. Notwithstanding the provisions of Section 1, annual base rent commencing
November 1, 2003 shall be recalculated at the then fair "Market Rent" for
similar space. Section 1 shall continue to apply in all other respects
during the extended lease term. The "Market Rent" for the leased premises
for the Extended lease term shall be established pursuant to the provisions
set forth below. As used herein, the "Market Rent" of the leased premises
for the Extended lease term shall mean the product of the then rental rate
per square foot of rentable space for new leases of comparable space (for
both office and laboratory use) in Boston, Massachusetts (where the
landlords and tenants have freely negotiated such rates and where neither
is under any compulsion to lease such space), multiplied by the rentable
area of the leased premises. In determining the rental rate for comparable
office space pursuant to the preceding sentence, it shall assume a willing
landlord, not compelled to lease, and a willing tenant, not compelled to
rent, and due consideration shall be given to the size of the space,
rentable area of the leased premises, the services provided by the
landlord, the benefits and burdens of the lease and the length of the
Extended lease term. Following the delivery by LESSEE of its notice to
exercise a Renewal Option set forth above, LESSOR and LESSEE shall enter
into good faith negotiations and shall attempt to agree on the Market Rent
for the leased premises. If LESSOR and LESSEE have not agreed upon the
Market Rent for the leased premises by the 15th day following the date of
delivery of LESSEE's notice, then the Market Rent for the leased premises
shall be determined by a qualified appraiser or appraisers as follows:
If LESSOR and LESSEE have agreed upon a single qualified appraiser within
15 days after such 15 day period, then the Market Rent for the leased
premises shall be as determined by such appraiser who shall be instructed
to immediately proceed with his appraisal and to simultaneously furnish the
results thereof to LESSOR and LESSEE. If LESSOR and LESSEE cannot agree
upon a single appraiser within such 15-day period, each of LESSOR and
LESSEE shall select within 10 days thereafter a qualified appraiser and two
the two qualified appraisers so selected shall be instructed to make their
appraisals within 30 days after the expiration of such 10-day period (and
if either party shall fail to select an appraiser within such 10-day
period, then the Market Rent for the leased premises shall be determined
solely by the appraiser selected by the other party). If such two
appraisers agree on the Market Rent, then the Market Rent shall be the
amount as so agreed. In the event that the appraisers appointed by LESSOR
and LESSEE cannot agree on the Market Rent of the leased premises within
the aforesaid 30-day period, then such appraisers shall immediately select
a third qualified appraiser who shall select the determination of one of
the original two appraisers as the Market Rent. If the two appraisers are
unable to agree on the selection of the third appraiser, then either party
may cause such third appraiser to be appointed by any court having
jurisdiction over the leased premises. If the Market Rent for the leased
premises is determined by a single appraiser agreed upon by LESSOR and
LESSEE, LESSOR and LESSEE shall each pay one-half of the fees and costs of
the appraiser. If the Market Rent for the leased premises is determined by
two appraisers, LESSOR shall pay the fees and costs of the appraiser
selected by LESSOR, and LESSEE shall pay the fees and costs of the
appraiser selected by LESSEE. If a third appraiser is appointed in
accordance with the foregoing provisions, LESSOR shall pay the fees and
costs of the appraiser selected by LESSOR, LESSEE shall pay the fees and
costs of the appraiser selected by LESSEE, and the fees and costs of the
third appraiser shall be paid by the party whose determination of Market
Rent was not selected by the third appraiser. Any appraiser selected to
determine the Market Rent for the leased premises shall be independent and
unaffiliated with either LESSOR or LESSEE, and shall be an MAI qualified
appraiser with at least ten years' experience in the metropolitan Boston,
Massachusetts, area.
J. LESSEE, at LESSEE's sole cost and expense, and subject to any and all
applicable zoning, ordinances, laws, regulations or other restrictions or
guidelines may install one (1) exterior illuminated sign on the west side
of the
building (facing The Holiday Inn) for LESSEE's use during the term
of this lease and in a location, size, design, and color to be approved by
LESSOR, which approval shall not be unreasonably withheld.
K. Approximately three (3) weeks from the execution of this Lease, and until
the improvements to be installed by LESSOR within the office portion of the
leased premises is substantially completed (as determined by LESSOR),
LESSOR shall provide LESSEE with use of one secured office at a location to
be designated by LESSOR ("the temporary premises"). LESSEE shall be
responsible for all utility charges for the temporary premises during its
occupancy by LESSEE, but otherwise shall have no obligation to pay rent
with respect to the temporary premises. LESSEE shall vacate the temporary
premises within five (5) days after notice from LESSOR of substantial
completion of the office portion of the leased premises.
L. LESSOR represents that, to its actual knowledge and belief, the use of the
leased premises for the purposes set forth in Section 3 hereinabove is
permitted under the Massachusetts General Laws and the Zoning Ordinance. In
the event, however, that LESSOR is unable to obtain a building permit for
the modifications at the leased premises, or the City of Boston issues a
citation to LESSEE prohibiting such use, LESSOR shall have the right, at
its sole expense, to appeal any such decision. If LESSOR declines to
prosecute said appeal or if any such decision is upheld after all
applicable appeals have been exhausted, then LESSEE may as its sole and
exclusive remedy cancel this Lease by serving LESSOR with thirty (30) days
prior written notice to that effect, and neither party shall thereafter
have any further obligation to the other.
M. Within two (2) months of delivery of the leased premises to LESSEE, either
party may, at its sole cost and expense, have the leased premises measured
by a licensed architect or engineer and provide the other party with
written notice of such measurement. If such measurement reveals that the
area of the leased premises (including 17% common area and using LESSOR's
standard measurement criteria) is different from that specified in this
Lease, then effective as of the Commencement Date, the amounts set forth in
this Lease for base rent and other charges based upon the size of the
leased premises shall be revised based upon such measurement and the
parties hereto shall promptly execute an amendment to this Lease evidencing
the revised amount.
N. Prior to the termination date of this Lease and provided LESSEE is not in
default under the terms of the Lease, LESSEE may remove laboratory hoods
and the prefabricated "cold storage box" supplied and installed by LESSEE
at its sole cost and expense if LESSEE has satisfactorily complied with all
other conditions of this Lease and if LESSEE repairs any and all damage
resulting from such removal on a timely basis prior to the end of the lease
term. Time is of the essence.
O. LESSEE's agreement to subordinate this Lease to any and all mortgages
and/or other instruments in the nature of a mortgage, now or at any time
hereafter, is conditional upon LESSOR using reasonable efforts and due
diligence to obtain the mortgagee's agreement that LESSEE's possession will
not thereafter be disturbed so long as LESSEE is not in default in the
payment of rent or other covenants or obligations hereof.
P. LESSEE shall reasonably and quietly have, hold and enjoy the premises for
the term hereof without hindrance or molestation from LESSOR, and LESSOR
shall use reasonable efforts to permit LESSEE to have, hold, and enjoy the
leased premises for the term hereof without any such hindrance or
molestation from third parties, provided LESSEE is not in arrears of any
rent or invoice payment and is in full compliance with all terms,
conditions and obligations provided herein.
Q. * LESSOR agrees to maintain casualty insurance in a commercially reasonable
amount for the building of which the leased premises are a part.
R. * With respect to any condition existing prior to the commencement of
LESSEE's occupancy hereunder, LESSOR shall hold LESSEE harmless from any
and all suits, judgments, or liabilities, for any "release", as defined in
Section 101(22) of the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended ("CERCLAII), of any "hazardous
substance" as defined in Section 101(14) of CERCLA, or any petroleum
(including crude oil or any fraction thereof) as a result of any activity
on the property of which the leased premises are a part occurring prior to
LESSEE's occupancy and not caused by LESSEE.
S. LESSEE, at LESSEE's sole expense, shall be solely responsible for remedying
any and all damage, removing any and all contamination, and properly
disposing of any hazardous substances to the extent generated by LESSEE's
use of such materials. In addition, LESSEE shall indemnify, defend, and
hold LESSOR harmless with respect to any claim, damages, liability,
litigation, attorney's fees, or expenses relating to the same. Time is of
the essence.
T. If LESSEE receives written notice from any enforcement authority that the
common areas serving the leased premises for LESSEE's use as set forth in
Section 3 hereinabove, are not in compliance with the Americans with
Disabilities Act of 1990 ("ADA") as now written, then LESSEE shall serve
LESSOR with written notice thereof. LESSOR shall then have sixty (60) days
to formally contest any such enforcement action. If LESSOR declines to do
so or commence to correct any non-complying element, and if LESSOR fails to
complete, or to be diligently pursuing completion of, any necessary
corrective action if the enforcement action is finally upheld, then LESSOR
shall be in breach hereof.
U. * LESSOR and LESSEE do hereby mutually release and discharge each other of
and from all liability and responsibility to the other for any loss, damage
or liability covered by insurance if and to the extent that the written
release and discharge does not invalidate or adversely affect any
applicable insurance, provided both parties secure and maintain all
insurance required hereunder.
V. If LESSOR fails to make any repairs to the building or leased premises it
is required to do under this Lease or complete any work or perform any
other obligation hereunder it is required to do under this Lease, and such
failure continues for thirty (30) days after notice thereof from LESSEE
(unless such failure cannot with diligent efforts be cured within thirty
(30) days, in which event LESSOR shall commence such cure and thereafter
diligently prosecute such cure to completion), LESSEE shall have the right
to bring an action at law or in equity against LESSOR for its breach of the
Lease.
W. The sale, assignment or transfer of more than fifty percent (50%) of the
stock of LESSEE shall be deemed to be an assignment under this Lease, for
which LESSOR's prior written consent shall be required; provided, however,
any public offering of stock in LESSEE shall not constitute an assignment
of LESSEE's interest in this Lease. LESSOR's consent shall not be required
for an assignment of this Lease or subletting of all or any portion of the
leased premises to an entity now or hereafter affiliated with LESSEE or to
any company which may result from a reorganization, merger or consolidation
by or with LESSEE, or to any company to which LESSEE is selling all or
substantially all of its assets or stock. For purposes of this lease, the
term "affiliate" shall mean any entity which controls, is controlled by, or
under common control with LESSEE. Further, LESSOR's consent shall not be
required for the transfer of any stock in LESSEE, to the holder or holders
of the majority of the issued or outstanding capital stock of LESSEE or for
the transfer of any stock that is publicly traded on a recognized national
stock exchange or over the counter. However, any such proposed assignee or
sublessee shall execute and deliver to LESSOR an instrument reasonably
acceptable to LESSOR whereby such entity assumes all of the obligations of
LESSEE named therein. Furthermore, any such assignment or subletting shall
in no way release LESSEE from its obligations hereunder. In the event of
such assignment or subletting, LESSEE shall reimburse LESSOR the cost of
LESSOR's attorney's fees up to $1,000.00.
X. With respect to Section 26, LESSOR shall use reasonable efforts to restore
any interrupted service or utilities. Notwithstanding any provisions in
this lease to the contrary, if (1) the leased premises or any material
portion thereof are rendered untenantable by reason of the interruption of
service or utilities and (2) such untenantability continues for more than
five consecutive business days, then to the extent such untenantability is
not covered by LESSEE's business interruption insurance policy, a fair and
just proportion of the base rent and other charges, according to the nature
and extent of such untenantability, shall abate for the period of such
untenantability, to the extent that such interruption in service and
utilities are under the reasonable control of LESSOR.
LESSOR: 52 & 56 ROLAND STREET, L.L.C. LESSEE: CHIREX TECHNOLOGY CENTER, INC.
BY: PINNACLE PROPERTIES MANAGEMENT,
INC., its manager
By: ______________________________ By:_______________________________
Vice President
Date: ______________________
PINNACLE PROPERTIES MANAGEMENT, INC.
STANDARD FORM
AMENDMENT TO LEASE #1
In connection with a lease currently in effect between the parties hereto at 56
Roland Street, Suite 310, Boston, Massachusetts, executed on August 31, 1998
("Lease") and the initial lease term expiring October 31, 2003, and in
consideration of the mutual benefits to be derived herefrom, 52 & 56 Roland
Street, L.L.C., LESSOR and ChiRex Technology Center, Inc., LESSEE, hereby agree
to amend said lease as follows:
1. On January 15, 1999, the size of the leased premises will be increased by
approximately 327 square feet (including 17% common area), from
approximately 10,017 square feet (including 17% common area) to a new total
of approximately 10,344 square feet (including 17% common area), with the
addition of Suite 202A and the right to install electric equipment in the
building's third floor common electric closet according to a plan and size
approved by LESSOR at Suite 302A. Both Suite 202A and 302A shall be
considered to be part of the leased premises for all purposes under the
Lease. The parties acknowledge and agree that the square feet for Suite
302A was calculated by multiplying the actual square feet of Suite 302A
(including 17% common area) by 50%, even though LESSEE may not actually
utilize 50% of the space.
2. The percentages referred to in Paragraph 4 of the lease are increased to
8.6% from 8.3% and to 7.1% from 6.9% to reflect the change in the size of
the leased premises to the new total of approximately 10,344 square feet
(including 17% common area).
3. LESSEE shall accept the Expansion Space in "AS IS" "WHERE IS" condition,
without warranty or representation.
4. Section G of the Rider to the Lease is deleted in its entirety.
5. Notwithstanding Section 1 of this Lease, LESSEE shall pay rent during the
initial term of this lease in accordance with the following schedule and
with no "Cost of Living" adjustments:
November 1, 1998 to January 14, 1999: $159,771.00 per year and
$13,314.25 per month
January 15, 1999 to October 31, 1999: $164,986.65 per year and
$13,748.89 per month
November 1, 1999 to October 31, 2000: $170,675.48 per year and
$14,222.96 per month
November 1, 2000 to October 31, 2001: $175,330.65 per year and
$14,610.89 per month
November 1, 2001 to October 31, 2002: $181,019.48 per year and
$15,084.96 per month
November 1, 2002 to October 31, 2003: $185,674.65 per year and
$15,472.89 per month
6. LESSEE and LESSOR each warrants and represents to the other party that it
has dealt with no broker or third person with respect to this lease
amendment (although both parties acknowledge Hunneman Commercial as the
broker on the original lease transaction) and LESSEE and LESSOR each agrees
to indemnify the other party against any brokerage claims arising by any
person or entity claiming by, through or under such party.
7. Time is of the essence with respect to this Amendment.
Except as specifically amended herein, the lease shall remain in full force and
effect and all other terms, conditions, and covenants of the present lease shall
continue to apply. except that adjusted base rent shall be increased by
$_________ annually, from a total of $________ to a new annual total of
$________, or $________ per month. Annual base rent for the purposes of
computing any future escalations thereon shall be $___________. This Amendment
shall be effective upon full execution by all parties and shall continue through
the balance of the lease and any extensions thereof unless further modified by
written amendment(s). All terms capitalized herein and not defined herein shall
have the meaning given to such term in the Lease.
In Witness Whereof, LESSOR and LESSEE have hereunto set their hands and common
seals this _________ day of _____________, 1999.
LESSOR: 52 & 56 ROLAND STREET, L.L.C. LESSEE: CHIREX TECHNOLOGY CENTER, INC.
By: PINNACLE PROPERTIES MANAGEMENT,
INC.,
its manager
By: _________________________________ By:__________________________________
Vice President
GUARANTY
--------
IN CONSIDERATION of the making of the Lease by 52 & 56 Roland Street, L.L.C.
with ChiRex Technology Center, Inc. at the request of the undersigned and in
reliance on this Guaranty, the undersigned (GUARANTOR) hereby personally
guarantees the prompt payment of rent by LESSEE and the performance by LESSEE of
all the terms, conditions, covenants and agreements of the Lease, this
Amendment, any other amendments thereto and any extension or assignments
thereof, and the undersigned promises to pay all expenses, including reasonable
attorney's fees, incurred by LESSOR in enforcing all obligations of LESSEE under
the Lease or this Amendment or incurred by LESSOR in enforcing this Guaranty.
LESSOR's consent to any assignments, subleases, amendments and extensions by
LESSEE or to any compromise or release of LESSEE's liability hereunder, with or
without notice to the undersigned, or LESSOR's failure to notify the undersigned
of any default and/or reinstatement of the Lease by LESSEE, shall not relieve
the undersigned from liability as GUARANTOR.
IN WITNESS WHEREOF, the undersigned GUARANTOR has hereunto set its hand and
common seal intending to be legally bound hereby this _____ day of January,
1999.
CHIREX, INC.
By:_____________________________
Name:___________________________
Title:__________________________
PINNACLE PROPERTIES MANAGEMENT, INC.
STANDARD FORM
AMENDMENT TO LEASE #2
In connection with a lease currently in effect between the parties hereto at 56
Roland Street, Suite 310, Boston, Massachusetts, executed on August 31, 1998
("Lease") and the initial lease term expiring October 31, 2003, and in
consideration of the mutual benefits to be derived herefrom, 52 & 56 Roland
Street, L.L.C., LESSOR and ChiRex Technology Center, Inc., LESSEE, hereby agree
to amend said lease as follows:
1. On January 15, 1999, the size of the leased premises will be increased by
approximately 1,183 square feet (including 17% common area), from
approximately 10,344 square feet (including 17% common area) to a new total
of approximately 11,527 square feet (including 17% common area), with the
addition of Suite 312 ("Expansion Space"). The Expansion Space shall be
considered to be part of the leased premises for all purposes under the
Lease.
2. The parties acknowledge and agree that the Expansion Space is presently
under lease to a third party ("existing tenant") whose lease terminates on
or about February 28, 2002. Upon full execution of this amendment to lease,
LESSOR will use reasonable efforts to execute a termination agreement
("Termination Agreement") with the existing tenant upon terms and
conditions acceptable to LESSOR whereby the existing tenant will agree to
vacate the Expansion Space on or before February 1, 1999. In the event
LESSOR fails to deliver a fully executed copy of the Termination Agreement
to LESSEE on or before January 30, 1999, then at any time thereafter prior
to delivery of the fully executed Termination Agreement, LESSEE may elect
to cancel this Amendment without penalty by serving notice (which in this
case may be by facsimile) to LESSOR and in such event neither party shall
thereafter have any further obligation to the other with respect to the
terms of this Amendment. In any event, this Amendment shall automatically
and without further notice be null, void and of no effect if the LESSOR
fails to deliver the fully executed Termination Agreement to LESSEE on or
before March 1, 1999, and in such event neither party shall thereafter have
any obligation to the other with respect to the terms of this Amendment.
3. The percentages referred to in Paragraph 4 of the lease are increased to
9.6% from 8.6% and to 7.9% from 7.1% to reflect the change in the size of
the leased premises to the new total of approximately 11,527 square feet
(including 17% common area).
4. The number of unassigned and undesignated parking spaces referred to in
Section 15 of the lease is increased by two (2) spaces to twenty (20)
spaces from eighteen (18) spaces.
5. LESSEE shall accept the First Expansion Space and the Second Expansion
Space in "AS IS" "WHERE IS" condition, without warranty or representation.
6. Sections F and G of the Rider to the Lease are deleted in their entireties.
7. Paragraph 5 of Amendment to Lease #1 is deleted in its entirety.
8. The Security Deposit referred to in Section 2 of the Lease shall be
increased to $31,000.00 from $26,000.00. LESSEE shall pay the balance of
$5,000.00 upon execution of this Amendment and, upon notification by LESSOR
of any deduction from the transferred Security Deposit, LESSEE shall
promptly restore the full $31,000.00 Security Deposit as provided in
Section 2 of the Lease. Time is of the essence.
9. Notwithstanding Section 1 of this Lease, LESSEE shall pay rent during the
initial term of this lease in accordance with the following schedule and
with no "Cost of Living" adjustments:
November 1, 1998 to January 14, 1999: $159,771.00 per year and
$13,314.25 per month
January 15, 1999 to October 31, 1999: $192,136.50 per year and
$16,011.37 per month
November 1, 1999 to October 31, 2000: $198,475.98 per year and
$16,539.67 per month
November 1, 2000 to October 31, 2001: $203,663.50 per year and
$16,971.96 per month
November 1, 2001 to October 31, 2002: $210,002.98 per year and
$17,500.25 per month
November 1, 2002 to October 31, 2003: $215,190.50 per year and
$17,932.54 per month
10. LESSEE and LESSOR each warrants and represents to the other party that it
has dealt with no broker or third person with respect to this lease
amendment and LESSEE and LESSOR each agrees to indemnify the other party
against any brokerage claims arising by any person or entity claiming by,
through or under such party.
11. Time is of the essence with respect to this Amendment.
Except as specifically amended herein, the lease shall remain in full force and
effect and all other terms, conditions, and covenants of the present lease shall
continue to apply. except that adjusted base rent shall be increased by
$_________ annually, from a total of $________ to a new annual total of
$________, or $________ per month. Annual base rent for the purposes of
computing any future escalations thereon shall be $___________. This Amendment
shall be effective upon full execution by all parties and shall continue through
the balance of the lease and any extensions thereof unless further modified by
written amendment(s). All terms capitalized herein and not defined herein shall
have the meaning given to such term in the Lease.
In Witness Whereof, LESSOR and LESSEE have hereunto set their hands and common
seals this _________ day of _____________, 1999.
LESSOR: 52 & 56 ROLAND STREET, L.L.C. LESSEE: CHIREX TECHNOLOGY CENTER, INC.
By: PINNACLE PROPERTIES MANAGEMENT,
INC.,
its manager
By: _________________________________ By:____________________________________
Vice President
GUARANTY
--------
IN CONSIDERATION of the making of the Lease by 52 & 56 Roland Street, L.L.C.
with ChiRex Technology Center, Inc. at the request of the undersigned and in
reliance on this Guaranty, the undersigned (GUARANTOR) hereby personally
guarantees the prompt payment of rent by LESSEE and the performance by LESSEE of
all the terms, conditions, covenants and agreements of the Lease, this
Amendment, any other amendments thereto and any extension or assignments
thereof, and the undersigned promises to pay all expenses, including reasonable
attorney's fees, incurred by LESSOR in enforcing all obligations of LESSEE under
the Lease or this Amendment or incurred by LESSOR in enforcing this Guaranty.
LESSOR's consent to any assignments, subleases, amendments and extensions by
LESSEE or to any compromise or release of LESSEE's liability hereunder, with or
without notice to the undersigned, or LESSOR's failure to notify the undersigned
of any default and/or reinstatement of the Lease by LESSEE, shall not relieve
the undersigned from liability as GUARANTOR.
IN WITNESS WHEREOF, the undersigned GUARANTOR has hereunto set its hand and
common seal intending to be legally bound hereby this _____ day of January,
1999.
CHIREX, INC.
By:______________________________
Name:____________________________
Title:___________________________
PINNACLE PROPERTIES MANAGEMENT, INC.
STANDARD FORM
AMENDMENT TO LEASE #4
In connection with a lease currently in effect between the parties hereto at 56
Roland Street, Suite 310, Boston, Massachusetts, executed on August 31, 1998
("Lease") and the initial lease term expiring October 31, 2003, and in
consideration of the mutual benefits to be derived herefrom, 52 & 56 Roland
Street, L.L.C., LESSOR and ChiRex Technology Center, Inc., LESSEE, hereby agree
to amend said lease as follows:
1. On or about February 19, 1999, LESSOR shall provide LESSEE with the
temporary use of approximately 1,052 square feet (including 17% common
area) at Suite 303 (the "Temporary Suite"). LESSEE shall be responsible for
all utility charges for the Temporary Suite during its occupancy by LESSEE,
and LESSEE shall pay LESSOR $1,227.33 per month in additional rent for the
use of the Temporary Suite. The additional rent for the Temporary Suite
shall be paid by LESSEE at the same time and in the same manner as monthly
rent under the lease. LESSEE shall vacate the Temporary Suite on or before
noon on April 30, 1999. The Temporary Suite shall be considered to be part
of the leased premises for all purposes under the Lease.
2. In the event that LESSEE continues to occupy or control all or any part of
the Temporary Suite after noon, April 30, 1999 without the written
permission of LESSOR, then LESSEE shall be liable to LESSOR for any and all
loss, damages or expenses incurred by LESSOR, and all other terms of this
lease shall continue to apply except that rent shall be due in full monthly
installments at a rate of two hundred fifty percent (250%) of that which
would otherwise be due under this lease, it being understood between the
parties that such extended occupancy is as a tenant at sufferance and is
solely for the benefit and convenience of LESSEE and as such has greater
rental value. LESSEE's control or occupancy of all or any part of the
leased premises beyond noon on the last day of any monthly rental period
shall constitute LESSEE's occupancy for an entire additional month, and
increased rent as provided in this section shall be due and payable
immediately in advance. LESSOR's acceptance of any payments from LESSEE
during such extended occupancy shall not alter LESSEE's status as a tenant
at sufferance.
3. LESSEE shall accept the Temporary Suite in "AS IS" "WHERE IS" condition,
without warranty or representation.
4. Section K of the Rider to the Lease is deleted in its entirety.
5. LESSEE and LESSOR each warrants and represents to the other party that it
has dealt with no broker or third person with respect to this lease
amendment and LESSEE and LESSOR each agrees to indemnify the other party
against any brokerage claims arising by any person or entity claiming by,
through or under such party.
6. Time is of the essence with respect to this Amendment.
7. Paragraph 2 of Amendment to Lease #2 is deleted in its entirety.
Except as specifically amended herein, the lease shall remain in full force and
effect and all other terms, conditions, and covenants of the present lease shall
continue to apply. This Amendment shall be effective upon full execution by all
-------------------
parties and shall continue through the balance of the lease and any extensions
thereof unless further modified by written amendment(s). All terms capitalized
herein and not defined herein shall have the meaning given to such term in the
Lease.
In Witness Whereof, LESSOR and LESSEE have hereunto set their hands and common
seals this _________ day of _____________, 1999.
LESSOR: 52 & 56 ROLAND STREET, L.L.C. LESSEE: CHIREX TECHNOLOGY CENTER, INC.
By: PINNACLE PROPERTIES MANAGEMENT,
INC.,
its manager
By: _______________________________ By:____________________________________
Vice President
GUARANTY
--------
IN CONSIDERATION of the making of the Lease by 52 & 56 Roland Street, L.L.C.
with ChiRex Technology Center, Inc. at the request of the undersigned and in
reliance on this Guaranty, the undersigned (GUARANTOR) hereby personally
guarantees the prompt payment of rent by LESSEE and the performance by LESSEE of
all the terms, conditions, covenants and agreements of the Lease, this
Amendment, any other amendments thereto and any extension or assignments
thereof, and the undersigned promises to pay all expenses, including reasonable
attorney's fees, incurred by LESSOR in enforcing all obligations of LESSEE under
the Lease or this Amendment or incurred by LESSOR in enforcing this Guaranty.
LESSOR's consent to any assignments, subleases, amendments and extensions by
LESSEE or to any compromise or release of LESSEE's liability hereunder, with or
without notice to the undersigned, or LESSOR's failure to notify the undersigned
of any default and/or reinstatement of the Lease by LESSEE, shall not relieve
the undersigned from liability as GUARANTOR.
IN WITNESS WHEREOF, the undersigned GUARANTOR has hereunto set its hand and
common seal intending to be legally bound hereby this _____ day of February,
1999.
CHIREX, INC.
By:_____________________________
Name:___________________________
Title:__________________________