2.
|
TERM
|
3.
|
RENT
|
4.
|
ADJUSTMENT
OF MINIMUM RENT
|
5.
|
REAL
ESTATE TAXES
|
6.
|
UTILITIES
|
7.
|
USE
OF PREMISES
|
8.
|
WASTE
REMOVAL
|
9.
|
HAZARDOUS
MATERIALS
|
10.
|
LATE
CHARGE
|
11.
|
REPAIRS
AND MAINTENANCE
|
12.
|
COMMON
AREAS
|
13.
|
LANDLORD’S
WORK PRIOR TO COMMENCEMENT OF TERM
|
14.
|
TENANT
ALTERATIONS
|
15.
|
TRADE
FIXTURES
|
16.
|
EQUIPMENT/BENCHWORK
|
17.
|
QUIET
ENJOYMENT
|
18.
|
SURRENDER
OF PREMISES
|
19.
|
INSURANCE
|
20.
|
INDEMNIFICATION
|
21.
|
DAMAGE
BY FIRE OR CASUALTY
|
|
(a)
|
if
the Premises are damaged by fire or other casualty, but are not thereby
rendered untenantable in whole or in part, Landlord, at its own expense, and subject
to the limitations set forth in this Lease, shall cause such damage to be
repaired and the Minimum Rent and Additional Rent shall not be
abated.
|
|
(b)
|
In the event that twenty-five
percent (25%) or more of the rentable floor area of the Building shall be
damaged or destroyed by fire or other cause, notwithstanding that the
Premises may be unaffected by such fire or other damage, Landlord shall
have the right, to be exercised by notice in writing delivered to Tenant
within thirty (30) days after such occurrence, to terminate this Lease.
Upon the giving of such notice, the Minimum Rent and Additional Rent shall
be adjusted as of the date of termination and This Lease shall thereupon
terminate.
|
22.
|
ASSIGNMENT
OR SUBLETTING
|
23.
|
SUBORDINATION
AND ATTORNMENT
|
24.
|
CONDEMNATION
|
|
(a)
|
If
the whole of the Premises shall be taken by any public or quasi-public
authority under the power of eminent domain, condemnation or conveyance in
lieu thereof, then this Lease shall terminate as of the date on which
possession of the Premises is required to be surrendered to the condemning
authority and the Tenant shall have no claim against Landlord or the
condemning authority for the value of the unexpired term of this Lease. Tenant
shall have the right to claim, however, the unamortized cost of any
improvements or additions made to the Premises by Tenant at its cost, the value of any
Tenant fixtures and furnishings and any moving
expenses.
|
|
(b)
|
if
a portion of the Premises shall be so taken or conveyed, and if such
partial taking or conveyance shall render the Premises unsuitable for the
business of the Tenant, then the term of this Lease shall cease and
terminate as of the date on which possession of the portion of the
Premises is surrendered to the condemning authority, and Tenant shall have
no claim against Landlord or the condemning authority for the value of any
unexpired term of this Lease.
|
25.
|
EVENTS
OF DEFAULT
|
|
(a)
|
Failure
of Tenant to pay installment of rent within
five (5) days of the due date, or failure of Tenant to pay within fifteen
(15) days after
receipt of written
notice any other sum herein required to be paid by
Tenant.
|
|
(b)
|
Tenant’s
failure to perform
any other covenant or condition of this Lease within thirty (30)
days after receipt
of written notice and demand, unless the failure is of such a
character as to require more than thirty (30) days to cure
in which event
Tenant’s failure to proceed diligently to cure such failure shall
constitute an event of default.
|
26.
|
LANDLORD’S
REMEDIES
|
|
(a)
|
Landlord
may terminate this Lease by giving Tenant written notice of its
election to do so, as of a specified date not less than thirty (30) days
after the date of
the giving of such notice and this Lease shall then expire on the date so
specified, and Landlord shall then be entitled to immediately regain
possession of the Premises as if the date had been originally fixed as the
expiration date of the term of this Lease. Landlord may then re-enter upon
the Premises, either with or without due process of law, and remove all
persons therefrom, the statutory notice to quit or any other notice
to quit being hereby expressly waived by Tenant. Tenant expressly agrees
that the exercise by Landlord of the right of re-entry shall not be a bar
to or prejudice in any way other legal remedies available to Landlord. In
that event, Landlord shall be entitled to recover from Tenant as and for
liquidated damages an amount equal to the rent and additional rent reserved in this Lease
less any and all amounts
received by Landlord from the rental of the Premises to another
tenant. Nothing
herein contained, however, shall limit or prejudice the right of
Landlord to prove for and obtain as liquidated
damages, by reason of such termination, an amount equal to the maximum
allowed by any statute or rule of law in effect at the time when, and governing
the proceedings in which such damages are to be proved,
whether or not such amount may be greater, equal to, or less than the
amount of the difference referred to above, and the Landlord may, in his own name, but
as agent for Tenant, re-let the Premises. Any recovery by the Landlord
shall be limited to the rent hereunder (plus any costs incurred in
re-letting) less any rent actually paid by the new
tenant.
|
|
(b)
|
No
termination of this Lease or any taking of possession of
the Premises shall deprive Landlord of any of its remedies or actions
against Tenant for past or future rent, nor shall the bringing of any action for
rent or breach of covenant, or the resort to any other remedy herein
provided for the recovery of rent, be construed as a waiver of the right
to obtain possession of the
Premises.
|
|
(c)
|
In
addition to any damages becoming due under this paragraph, Landlord
shall be entitled to
recover from Tenant and Tenant shall pay to Landlord an
amount equal to all expenses, including attorneys’ fees, if any, incurred by
the Landlord in recovering possession of the Premises, and all reasonable
costs and charges for the care of said Premises while vacant, which
damages shall be due and payable by Tenant to Landlord at such time or times as such
expenses are incurred by the
Landlord.
|
|
(d)
|
In
the event of a default or threatened default by Tenant of any of the terms
or conditions of this
Lease, Landlord shall have the right of injunction and the right to
invoke any remedy allowed by law or in equity as if no specific
remedies of Landlord were set forth in this
Lease.
|
|
(e)
|
If
default be made and a compromise and settlement shall be had thereupon, it
shall not constitute
a waiver of any covenant herein contained, nor of the Lease
itself.
|
27.
|
MGHTS
OF LANDLORD
|
|
(a)
|
During
normal business hours, upon 24 hours notice, to go upon and inspect the
Premises, and at Landlord’s option, to make repairs, alterations and
additions to the Premises or the Building of which the Premises are a
part, provided there is no interference with Tenant’s occupancy. An Agent
of the Tenant may be present for inspection, if requested by
Tenant.
|
|
(b)
|
To
display, within sixty (60) days prior to the expiration of this Lease or after notice
from either party of intention to terminate this Lease, a “For Rent” sign,
and all of said signs which shall be placed upon such
part of the Premises
as Landlord shall determine, except on doors leading into the Premises.
Prospective purchasers or tenants authorized by Landlord may inspect the Premises
during normal business hours following adequate notice to
Tenant.
|
|
(c)
|
To
install, place upon, or fix to the roof and exterior walls of the
Premises, equipment, signs, displays, antennae, and any other object or
structure of any kind, providing the same shall not materially
impair the structural integrity of the Building or interfere with Tenant’s
occupancy.
|
28.
|
HOLDING
OVER
|
29.
|
WAWER
OF CLAIMS
|
30.
|
NOTICE
|
if
to the Landlord:
|
RED GATE III
LLC
|
If
to the Tenant:
|
REXAHN
CORPORATION
|
31.
|
COVENANTS
OF TENANT
|
|
(a)
|
To
give to Landlord prompt written notice of any accident, fire, or damage
occurring on or to the Premises.
|
|
(b)
|
To
keep the thermostats in the Premises set at a temperature sufficient to
prevent freezing of water pipes, fixtures and HVAC
units.
|
|
(c)
|
To
keep the Premises clean, orderly, sanitary, and free from all
objectionable odors and from insects, vermin and other
pests.
|
|
(d)
|
To
comply with the requirements of the State, Federal and County statutes,
ordinances, and regulations applicable to Tenant and its use of the
Premises, and to save Landlord harmless from penalties, fines, costs, and
expenses resulting from failure to do so, provided Tenant shall not be obligated to
make structural
repairs or alterations to so
comply.
|
|
(e)
|
Tenant
shall promptly pay all contractors, suppliers of material and persons it
engages to perform work and provide materials for construction work on the
Premises so as to minimize the possibility of a lien attaching to the
Premises. Should any such lien be made or filed, Tenant shall cause the
same to be discharged and released of record by bond or otherwise within
ten (10) days of receipt of written request from
Landlord.
|
|
(f)
|
Tenant
is responsible for the security of the
Premises.
|
32.
|
LANDLORD’S
RIGHT TO ALTER SITE
PLAN
|
33.
|
PARKING
SPACES
|
34.
|
ENTIRE
AGREEMENT
|
35.
|
SUCCESSORS
AND ASSIGNS
|
36.
|
BANKRUPTCY
|
37.
|
NON-DEL
IVERY
|
38.
|
PARTIAL
INVALIDITY
|
39.
|
FORCE
MAJEUR
|
40.
|
ESTOPPEL
CERTIFICATE
|
LANDLORD:
|
|||
WITNESS:
|
RED
GATE III LLC
|
||
/s/ William M. Rickman | |||
By:
|
William
M. Rickman
|
||
TENANT:
|
|||
WITNESS:
|
REXAHN
CORPORATION
|
||
/s/ Chang H. Ahn | |||
By:
|
Chang
H. Ahn, Ph. D
|
||
Chairman/Chief
Executive Officer
|