Michigan-Ann Arbor-24 Frank Lloyd Wright Drive Lease - Domino's Farms Holding LP and Aastrom Biiosciences Inc.
LEASE
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THIS LEASE is made as of this 18 day of May, 1992, between the following
parties:
LANDLORD: TENANT
Domino's Farms Holding AASTROM Biosciences, Inc.
Limited Partnership Post Office Box 130469
(a Michigan corporation) Ann Arbor, Michigan 48113-0469
24 Frank Lloyd Wright Drive
Ann Arbor, MI 48105
LEASE OF PREMISES:
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In consideration of the rents to be paid and the covenants and
agreements to be performed hereunder, Landlord hereby leases to TENANT and
TENANT hereby leases from Landlord the PREMISES (defined below).
SUMMARY OF LEASE TERMS:
The following is intended to summarize certain basic terms of this
Lease, and is not intended to be exhaustive. In the event anything set forth in
this Summary of Lease Terms ("SUMMARY") conflicts with the other specific
provisions of this Lease contained in the Standard Lease Terms, the latter shall
be deemed to control.
A. BUILDING:
The office building known as Phase 5 of the Domino's Farms Prairie
House Office Complex and located at 24 Frank Lloyd Wright Drive, Ann
Arbor, MI 48105.
B. PREMISES:
OFFICE/LABORATORY SQUARE FOOTAGE:
Approximately 4,592 of usable square feet of space.
Location: Office and laboratory space located between column lines 25
and 29, and A and C, on Level 2 of Phase 5. Perimeters of
premises are as defined by BOMA (Building Owners & Managers
Association) standards, and are as shown on Rider A-1.
Address: 24 Frank Lloyd Wright Drive
Ann Arbor, MI 48105
C. TERM:
COMMENCEMENT DATE: 1. , 19
(check one) ------ ---------- ---------
XX 2. See Section 3.03
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EXPIRATION DATE: Two years and eight months after Commencement
Date, subject to renewal as set forth in Rider
D.
D. RENT:
Months 1 and 2 The monthly rental charge will be equal to $2.31
per square foot for utilities, or $883.96.
<PAGE>
Months 3-32 The monthly rental charge will be $8,919.96. This
amount is equal to $107,039.52 annually, based
upon a gross amount of $23.31 per square foot
($21.00 per square foot for rent plus $2.31 per
square foot for utilities).
E. PERMITTED USES: Office and laboratory
F. SECURITY DEPOSIT: $8,919.96
G. TENANT'S PROPORTIONATE SHARE: Not applicable
H. LANDLORD'S AGENT: Domino's Farms Corporation
I. MAILING ADDRESS: Domino's Farms Corporation
24 Frank Lloyd Wright Drive
P.O. Box 445
Ann Arbor, MI 48105
RIDERS ATTACHED:
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RIDER A Floor Plan of Building
Layout of Space Site Plan
RIDER B Work Agreement
RIDER C Rules and Regulations
RIDER D Addendum to Lease
RIDER E Right of First Refusal
RIDER F Attornment
RIDER G Hazardous Materials
RIDER H To Be Attached at Lease Commencement:
Construction Documents
Specifications
Warranties and Manuals
List of Tenant-owned Equipment
Financial Compilation
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STANDARD LEASE TERMS
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SECTION 1
DEFINITIONS
1.01 Definitions: In addition to words and phrases defined in these
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Standard Lease Terms, the words and phrases in the Summary of Lease Terms shall
have the meanings set forth therein.
SECTION 2
AMENITIES AND COMMON AREA
2.01 Amenities: Tenant's lease of the Premises shall include the
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nonexclusive right to the use of such building amenities as are generally made
available to tenants of the Building.* The use and the availability of all such
amenities shall be subject to the reasonable rules and regulations established
by Landlord or the respective proprietor or operator of such amenities and
subject to such prices or fees as may be established from time to time for the
use of availability of any amenity. In addition, Tenant shall be entitled to
unreserved parking spaces in the parking area provided for the Building,
together with the nonexclusive right to use the walkways and other means of
ingress and egress over the land surrounding the Building, and all other rights
of ingress and egress provided for use in common by all owners and tenants of
the Building.
2.02 Common Area: The term "Common Area" means that part of the Building
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intended by Landlord for the common use of all tenants, including, but not
limited to, lobbies, public entrances, restrooms, stairways, elevators,
corridors, parking areas and walkways. Tenant, and its employees and licensees,
shall have the nonexclusive right to use the Common Area with other tenants and
other persons permitted by Landlord to use the same. Tenant shall not take any
action which would interfere with the rights of other persons to use the Common
Area.
SECTION 3
THE TERM
3.01 Term: The Term of this Lease and the payment of rent hereunder, shall
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commence on the Commencement Date and shall end on the Expiration Date.
3.02 Commencement Date - Date Certain: If item C1 of the Summary of Lease
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Terms is checked and a date inserted, the Commencement Date shall be such date.
In that case Landlord agrees to substantially complete the improvements to the
Building listed on the Work Agreement executed by Tenant and Landlord and
attached as Rider B (the "Work Agreement") before the Commencement Date.
3.03 Commence Date - Substantial Completion: If item C2 of the Summary
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Lease Terms is checked or if neither item C1 nor item C2 are checked, the
Commencement Date shall be as set forth in this Section 3.03.
A. Notice of Substantial Completion. Landlord shall give Tenant ten (10)
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business days prior written notice of the anticipated date of
substantial completion of the work to be performed by Landlord in the
Premises pursuant to the provisions of the Work Agreement, which is
attached hereto as Rider B (the "Work Agreement") and incorporated
herein.
*See Rider D
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The Premises shall be deemed substantially complete when Landlord has
substantially completed the work required to be performed by Landlord
for Tenant as provided in the Work Agreement.
B. Delays. If there is a delay in the substantial completion of the
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Premises, or any portion thereof, due to (a) any act or omission of
the Tenant, its architects, space designers, agents, or employees, as
set forth in the Work Agreement including, without limitation, delays
due to changes in the "Work" (as defined in the Work Agreement), or
any other work to be done by the Landlord, or delays in submission of
information, approving working drawings or estimates or giving
authorizations or approvals, (b) any additional time for completion of
such Work which may be required because of the inclusion in the Work
of any work which may hereinafter be referred to in this Lease or the
Work Agreement as "Additional Work" or (c) the noncompletion by the
Landlord of any Work, whether in connection with the layout or finish
of the Premises or otherwise, which the Landlord is not required to do
by the terms hereof until after the Commencement Date; then, the
Premises, or such portion, shall be deemed substantially complete and
available for occupancy on the date when the Premises or such portion
would have been available but for such delay, even though the Work or
Additional Work to be done by Landlord has not been commenced or
completed. Any reasonable and necessary additional cost to Landlord to
complete the Premises occasioned by such delay shall be paid as
additional rent upon demand. For the purposes of the preceding
sentence, "additional cost to Landlord" shall mean the total cost
incurred in excess of the aggregate cost which the Landlord would have
incurred to complete the Premises if there had been no such delay.
With respect to delays occasioned by the inclusion of "Additional
Work" referred to in (b) above, Landlord shall advise Tenant in
writing of the approximate number of days the Work will delay the
substantial completion of the Premises.
C. Termination. In the event the Premises shall not have been
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substantially completed by Landlord on or prior to three months after
the date of this Lease, as such date may be extended by reason of
strikes, lockout, civil commotion, warlike operation, invasion,
rebellion, hostilities, governmental regulations or controls,
inability to obtain labor or materials despite reasonable diligence,
Acts of God, or other similar causes beyond Landlord's control, then
and in that event either Landlord or Tenant shall be entitled to
cancel this Lease by written notice to the other and upon such
cancellation, neither party shall have any further liability to the
other hereunder.
3.04 Taking of Possession: The taking of possession of the Premises shall be
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deemed an acceptance of the same by Tenant, and shall be deemed in any event
substantial completion by Landlord of all of the improvements listed on the Work
Agreement. For the purposes of this Section, the work to be done by Landlord
shall be deemed substantially complete even though minor details or adjustments
which shall not materially interfere with Tenant's use and occupancy of the
Premises may not then have been completed, but which work Landlord agrees will
thereafter be promptly completed.
3.05 Waivers: Tenant expressly waives any right to rescind this Lease and
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further expressly waives the right to recover any damages, direct or indirect,
which may result from Landlord's failure to deliver possession of the Premises
on the Commencement
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<PAGE>
Date. The Commencement Date shall not be postponed or delayed by reason of or
arising out of delays occasioned by Tenant.
3.06 Confirmation of Lease Term: Promptly after the Commencement Date,
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Landlord and Tenant will execute an agreement in recordable form, hereafter
referred to as the "Commencement Date Agreement", stating, among other things,
the Commencement Date and Expiration Date of the Term of this Lease. Tenant's
failure or refusal to sign the same shall in no event affect Landlord's
designation of the Commencement Date.
SECTION 4
THE BASE RENT
4.01 Base Annual Rental: Tenant agrees to pay to Landlord the Base Annual
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Rental for the original Term of this Lease without right of set-off or abatement
(except as specifically provided in Section 9 or 11).
4.02 Base Monthly Rental: The Base Annual Rental shall be payable in monthly
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installments equal to the Base Monthly Rental, in advance, without any set-offs
or deductions (except as specifically provided in Section 9 or 11), on the first
day of each month (the "Rent Day") during the Term of this Lease at the address
shown in Paragraph I of the Summary, or at such other place as Landlord from
time to time may designate in writing. In the event the Commencement Date is
other than the first day of a calendar month, the rental for the first and last
partial months shall be prorated based on the actual number of days of such
months included within the Lease Term and based upon the amount of the Base
Monthly Rental.
SECTION 5
LATE CHARGES AND INTEREST
5.01 Late Charges: Any rent or other sums payable by Tenant to Landlord
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under this Lease which are not paid by Tenant and received and accepted by
Landlord within seven (7) days after they are due will be subject to a onetime
late charge of five percent (5%) of the amount due. Such late charges will be
due and payable as additional rent on or before the next Rent Day.
5.02 Interest: Any rent, late charges or other sums, if any, payable by
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Tenant to Landlord under this Lease not paid within thirty (30) days after the
same are due will bear interest at a per annum rate of eleven (11%) percent;
provided however, if such rate exceeds the maximum rate of interest permitted by
law under such encumbrances, then such rate shall be reduced to the
maximum permissible rate. Such interest will be due and payable as additional
rent on or before the next Rent Day, and will accrue from the date that such
rent, late charges or other sums are first payable under the provisions of this
Lease until actually paid by Tenant.
5.03 Default: Any default in the payment of rent, late charges or other sums
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will not be considered cured unless and until the late charges and interest due
hereunder are paid by Tenant to Landlord. If Tenant defaults in paying such late
charges and/or interest, Landlord will have the same remedies as on default in
the payment of rent. The obligation hereunder to pay late charges and interest
exists in addition to, and not in the place of, the other default provisions of
this Lease.
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SECTION 6
TAXES, ASSESSMENTS, UTILITIES, SERVICES
6.01 Personal Property Taxes: Tenant shall be responsible for and pay all
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personal property taxes assessed against Tenant's fixtures, equipment and other
property of Tenant located on the Premises.
6.02 Taxes and Assessments:
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6.03 Utilities:
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<PAGE>
A. Utilities to be Furnished: So long as Tenant is not in default
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under the terms of this Lease, Landlord shall furnish the following
utilities ("Utilities"):
(1). Electricity
(2). Air conditioning and heat during the appropriate season, as
provided in the Rules and Regulations attached as Rider C; and
(3). Hot and cold water for lavatory purposes.
B. Tenant's Utilities Share: Tenant agrees to pay to Landlord, as
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Additional Rent for the Premises, $2.31 per square foot for utility
charges.
6.04 Telecommunications: Tenant shall arrange and pay for its own telephone
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or other telecommunications services, subject to Landlord's prior written
approval of the means of installation of such service(s).
SECTION 7
USE OF PREMISES
7.01 Permitted Uses: The Premises will be used and occupied by Tenant for
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the Permitted Uses and for no other purpose without prior written consent of
Landlord. Tenant agrees that it will not use or permit any person to use the
Premises or any part thereof for any use or purposes in violation of the laws of
the United States, the laws, ordinances or other regulations of the State and
municipality in which the Premises are located, or of any other lawful
authorities. During the Term or any extension, Tenant will keep the Premises and
every part thereof in a clean and wholesome condition and will comply with all
lawful health and police regulations and with the Rules and Regulations attached
as Rider C.
7.02 Rules and Regulations: The Landlord may, from time to time, establish
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reasonable rules and regulations ("Rules and Regulations") for use of the
Premises, the Building and the Common Areas by Tenant and all other persons.
Those Rules and Regulations in effect on the date of this Lease are attached as
Rider C. All such rules and regulations may be amended or replaced, at
Landlord's option, upon written notice to Tenant (sent by mail or otherwise
delivered to the Premises). All such amendments or replacements shall be deemed
to automatically amend and replace those Rules and Regulations set forth in
Rider C.
SECTION 8
INSURANCE
8.01 Liability Insurance: Tenant shall obtain, at its own expense,
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comprehensive general liability insurance coverage, including blanket
contractual coverage, against claims for or arising out of bodily injury, death
or property damage occurring in, on or about the Premises, which policy or
policies shall name Landlord as an additional insured. The policy may be either
a dual limit policy in the amounts of $1,000,000 per person and $1,000,000 per
occurrence for bodily injury and $1,000,000 per occurrence for property damage
or a single limit policy in the amount of $1,000,000. Landlord may require that
the limits of such insurance be increased in reasonably appropriate amounts as
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<PAGE>
may be determined by Landlord or any mortgagee of the Building; provided,
however, that the amount of coverage will not be increased more frequently than
at one (1) year intervals. Such policy shall be issued by an insurance company
acceptable to Landlord. The policy procured by Tenant under this Subsection
8.01 must provide for at least thirty (30) days' written notice to Landlord of
any cancellation. On or before the Commencement Date, Tenant shall deliver to
Landlord, at Landlord's option, a certificate of insurance or a certified copy
of the original policy, together with receipts evidencing payment of the
premiums therefor. Tenant will deliver certificates of renewal for such
policies to Landlord at least thirty (30) days prior to the expiration dates
thereof. The insurance provided by Tenant under this Subsection 8.01 may be in
the form of a blanket insurance policy covering other properties as well as the
Premises; provided, however, that Tenant must furnish Landlord with a written
statement from the insurer(s) under such policy or policies which statement
shall (i) specify the policy limits of the policy or policies, (ii) state that
the Premises and this Lease are covered by such policy or policies and (iii)
state the amount of total insurance allocated to the Premises; provided,
further, that any such policy or policies of blanket insurance must, as to the
Premises, otherwise comply as to insurance amounts, endorsements, notice of
cancellation and coverage with the other provisions of this Subsection 8.01.
8.02 Insurance for Leasehold Improvements: Tenant shall obtain, at its
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own expense, a policy to insure the leasehold improvements to be made to the
Premises and any other fixtures or equipment of Tenant which will remain the
property of Landlord under Section 18 of this Lease. The policy shall name
Landlord as an additional insured for full replacement cost against loss by
fire, with standard extended risk coverage, vandalism, malicious mischief,
sprinkler leakage and all other risk perils.
8.03 Replacement Cost: Tenant may, at his or her option, maintain
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insurance for full replacement cost of property of Tenant located in or about
the Premises. Landlord shall not be responsible for any damage or loss to
property of the tenant located in or about the premises.
DAMAGE
9.01 Damage: If the Premises are damaged or destroyed in whole or in part
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by any fire or other casualty during the Term hereof, Landlord, to the extent
insurance proceeds are available to Landlord, will repair and restore the same
to good tenantable condition with reasonable dispatch, and that the rent herein
provided for shall abate entirely in case the entire Premises are untenantable
and pro rata on an equitable basis for the portion rendered untenantable,
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in case a part only is untenantable, until the same shall be restored to a
tenantable condition. The foregoing shall be subject to all of the following:
(i) if Tenant shall fail to adjust its own insurance or to remove its damaged
goods, wares, equipment or property within a reasonable time, and as a result
thereof the repairing and restoration is delayed, there shall be no abatement of
rental during the period of such resulting delay; (ii) that there shall be no
abatement of rental if such fire or other cause damaging or destroying the
Premises shall result from the negligence or willful act of Tenant, its agents,
servants, visitors, licensees, invitees or employees; (iii) that if Tenant shall
use any part of the Building other than the Premises for storage, during the
period of repair, a reasonable charge shall be made therefor against Tenant;
(iv) that in case the Premises or the Building shall be destroyed to the extent
of more than one-half (1/2) of the value thereof, Landlord may at its option
terminate this Lease
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<PAGE>
forthwith by a written notice to Tenant stating the date upon which this Lease
will terminate.
SECTION 10
MAINTENANCE AND REPAIRS
10.01 Maintenance and Repairs: Landlord will maintain, repair and keep
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all structural, electrical, mechanical and plumbing systems of the Building
(other than such systems installed by Tenant) and any other improvements on the
land which serve the entire Building, including the parking lot, at all times,
in good appearance and repair except for reasonable and normal wear and tear.
Landlord will also maintain the grounds, sidewalks, driveways and parking areas.
Landlord assumes the responsibility for the operation, security, management,
maintenance and repair of the Common Area.
10.02 Cost of Repairs. From and after the date Tenant takes possession
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of the Premises, and excluding and items described in the Work Agreement as
Landlord's Work and those items subject to the preceding Section 10.01, any
repairs, additions or alterations to the Building including any of its systems
(e.g., plumbing, electrical, mechanical) structural or nonstructural, or to the
Premises, which are required by any law, statute, ordinance, rule, regulation
or governmental authority or insurance carrier, including, without limitation,
OSHA, arising out of Tenant's use or occupancy of the Premises, will be made by
Landlord at Tenant's expense including, without limitation, those which require
the making of any structural, unforseen or extraordinary changes. The foregoing
shall not apply to any such repairs that are required because of Landlord's use
of the Building generally as an office building. Tenant agrees to pay the total
costs incurred by Landlord for repairs made under this Subsection 10.02 within
thirty (30) days after the delivery of an invoice for same. All amounts payable
under this Section 10.02 will be additional rental and failure by Tenant to pay
them when due will be a default under this Lease and, in addition to any other
remedies provided in this Lease upon default, will result in the assessment of
late charges and interest as set forth in Section 5.
10.03 Maintenance: Tenant agrees at its own expense to maintain the Premises
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and all improvements thereto, including any improvements made by Tenant, at all
times in good appearance and repair except for reasonable and normal wear and
tear.
10.04 Janitorial Services: Landlord will provide janitorial services to the
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Premises. Tenant is responsible for the removal of any and all hazardous
materials, to be handled in accordance with Rider G of this lease.
SECTION 11
INTERRUPTION OF SERVICES OR UTILITIES
11.01 Interruption of Utilities: Interruption or curtailment of any Utility
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for any reason or interruption or curtailment of any service maintained in the
Building, if caused by strikes, mechanical difficulties, or any causes or acts
beyond Landlord's control, whether similar or dissimilar to those enumerated,
shall not entitle Tenant to any claim against Landlord or to any abatement in
rent, nor shall the same constitute constructive or partial eviction, unless
Landlord fails to take such measures as may be reasonable in the circumstances
to restore the service or Utility without undue delay. In the event that the
Tenant would elect to bring in portable generators or other similar equipment,
Landlord will cooperate with installation of If the Premises are rendered
untenantable in whole or in part for a period of over three (3) full business
days, by the making of repairs, replacements or additions, other than those made
at Tenant's request or caused by misuse or neglect by Tenant or Tenant's agents,
servants,
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<PAGE>
visitors, invitees, licensees or employees or those required by any governmental
authority due to the nature of Tenant's use of the Premises, there shall be a
proportionate abatement of rent during the period of such untenantability.
SECTION 12
PAYMENT FOR SERVICES RENDERED BY LANDLORD
12.01 Payment for Services: If Landlord at any time (i) does any work
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or performs any service in connection with the Premises, or (ii) supplies any
materials to the Premises, and the cost of such services, work or materials is
Tenant's responsibility under the provisions of this Lease, Landlord will
invoice Tenant for the reasonable cost, payable on the next Rent Day or within
ten (10) days after delivery of the invoice, whichever is later. This Section
12.01 will apply to any such work, service or materials, whether furnished at
Tenant's request or on its behalf and whether furnished or caused to be
furnished by Landlord, its agents, employees or contractors. All amounts payable
under this Section 12.01 will be additional rental and failure by Tenant to pay
them when due will be a default under this Lease and, in addition to any other
remedies provided in this Lease upon default, will result in the assessment of
late charges and interest under Section 5. This Section 12.01 shall not apply to
Total Tax Assessments as defined in Section 6 nor to Utility Expenses as defined
in Section 19.01.
SECTION 13
ALTERATIONS
13.01 Alterations: Landlord will make any structural alterations, additions,
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or improvements, exterior or interior, to the Premises including alterations
made at the request of Tenant and which have been approved by Landlord.
Landlord's consent for any interior improvements will not be unreasonably
withheld; provided that Landlord's consent to exterior improvements may be
withheld in Landlord's sole and absolute discretion. Any modification of the
Premises other than as specifically set forth in the Work Agreement as
Landlord's expense will be at the expense of Tenant.
13.02 Restoration of Premises: All alterations, additions and improvements
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made by either of the parties hereto on the Premises will be the property of
Landlord and will remain on and be surrendered with the Premises at the
termination of this Lease provided, however, that Tenant shall remove, at
Landlord's option, all alterations, additions or improvements to the Premises
made for Tenant and Tenant shall pay to Landlord to restore the Premises to the
conditions stated in the Work Agreement, (Rider B), if notified in writing by
Landlord.
SECTION 14
LIENS
14.01 Liens: After the Commencement Date, Tenant will keep the Building,
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Premises and surrounding land free of liens of any sort attributable to the acts
of Tenant and will hold Landlord harmless from any liens which may be placed on
the Building, Premises or surrounding land except those attributable to the acts
of Landlord or other tenants.
SECTION 15
EMINENT DOMAIN
15.01 Eminent Domain: If the Premises or any part thereof are taken by any
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public authority under power of eminent domain, or by private
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<PAGE>
sale in lieu of eminent domain, this Lease will terminate as of the date of such
taking or sale, and Tenant may receive a pro rata refund of any rents, deposits
or other sums paid in advance. Landlord reserves the right, however, to elect
to demolish, rebuild or reconstruct the Building if any portion of the Building
is so taken, and if Landlord so elects, whether or not the Premises are involved
in the taking, this Lease may be terminated by Landlord on 90 days written
notice to Tenant and the rent will be adjusted to the date Tenant's
possession of the Premises is terminated.
15.02 Condemnation Award: The whole of any award or compensation for any
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portion of the Premises taken, condemned or conveyed in lieu of taking or
condemnation shall be solely the property of and payable to Landlord. Nothing
herein contained shall be deemed to preclude Tenant from seeking at its own cost
and expense, an award from the condemning authority for loss of its business,
the value of any trade fixtures or other personal property of Tenant in the
Premises or moving expenses, provided that the award for such claim or claims
shall not be in diminution of the award made to Landlord.
SECTION 16
ASSIGNMENT OR SUBLETTING
16.01 Assignment or Subletting: Tenant agrees not to assign or in any manner
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transfer this Lease or any interest in this Lease without the previous written
consent of Landlord, and not to sublet the Premises or any part of the Premises
or allow anyone to use or to come in, with, through or under it without like
consent, which consent, in each case, will not be unreasonably withheld. Upon
any attempted unconsented to assignment or sublease, Landlord shall have the
right to terminate this Lease. One such consent will not be deemed a consent to
any subsequent assignment, subletting, occupation or use by any other person.
Any sublease on the Premises executed by Tenant and a third party must terminate
when the Term of this Lease expires. The acceptance of rent from an assignee,
subtenant or occupant will not constitute a release of Tenant from the further
performance of the obligations of Tenant contained in this Lease. In the event
of any such assignment or sublease of all or any portion of the Premises where
the rental or other consideration reserved in the sublease or by the assignment
exceeds the rental or pro rata portion of the rental, as the case may be, for
such space reserved in this Lease, Tenant agrees to pay Landlord monthly, as
additional rent, on the Rent Day, the excess of the rental net of recovery of
Tenant-paid improvement costs or other consideration reserved in the sublease
or assignment over the rental reserved in this Lease applicable to the
subleased/assigned space.
SECTION 17
INSPECTION AND ALTERATION OF PUBLIC PORTIONS
17.01 Inspection: Tenant agrees to permit Landlord and the authorized
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representatives of Landlord to enter the Premises at all times for the purpose
of inspecting the same, subject to confidentiality agreements if requested by
Tenant.
17.02 Right to Enter and Alter Premises: Upon notice from Landlord, Tenant
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shall permit Landlord to erect, use and maintain pipes and conduits in and
through the Premises. Landlord or its agents or designees shall have the right
to enter the Premises, for the purpose of making such repairs or alterations as
Landlord shall be required or shall have the right to make by the provisions of
this Lease and, subject to the foregoing, shall also have the right to enter the
Premises for the purpose of exhibiting them to prospective purchasers or lessees
of the Building or to prospective mortgages or to prospective assignees
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of any such mortgages. Landlord shall be allowed to take all material into and
upon the Premises that may be required for the repairs or alterations above
mentioned without the same constituting an eviction of Tenant in whole or in
part, and the rent reserved shall in no wise abate, except as otherwise provided
in this Lease, while said repairs or alterations are being made.
17.03 Right to Show Premises: During the three (3) months prior to the
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expiration of the Term of this Lease, Landlord may exhibit the Premises to
prospective tenants during normal business hours.
17.04 Right to Alter Public Portions of Buildings: Landlord shall have the
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right at any time without thereby creating an actual or constructive eviction or
incurring any liability to Tenant therefore, to change the arrangement or
location of entrances, passageways, doors, and doorways, corridors, stairs,
toilets and other like public service portions of the Building. Tenant shall at
all times be provided with an entrance to the Premises.
17.05 Name of Building: Landlord shall have the right at any time to name the
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Building for any person(s) or tenant(s) and to change any and all such names at
any time thereafter.
SECTION 18
FIXTURES AND EQUIPMENT
18.01 Landlord's Property: All fixtures and equipment paid for by Landlord
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and all improvements, fixtures and equipment which may be paid for and placed on
the Premises by Tenant from time to time but which are so incorporated and
affixed to the Premises that their removal would involve damage or structural
change to the Premises, will be and remain the property of Landlord, excepting
those items specifically listed in the Work Agreement. Tenant will be
responsible for the cost of repair due to removal of specified items.
18.02 Tenant's Property: All improvements, furnishings, equipment and
-----------------
fixtures other than those specified in Subsection 18.01, which are paid for and
placed on the Premises by Tenant from time to time will remain the property of
Tenant and be removed by Tenant at the expiration of the Lease.
SECTION 19
UTILITY EXPENSES
19.01 Definitions:
-----------
(i) "Utility Expenses" means any and all charges for heat, air
conditioning, ventilating, and steam, gas, electricity, water or
other fuels made against the Entire Premises and all labor services
and materials related thereto which are delivered or provided to or
with respect to the Entire Premises.
(ii) "Tenant's Proportionate Share of Utilities" means Utility Expenses
multiplied by the percentage set forth in Paragraph G of the Summary.
(iii) "Utility Expense Statements" means written statements, certified
by Landlord, showing the amounts of Utility Expenses for each calendar
year which includes any portion of the Term or any renewal or extension
thereof.
19.02 Utility Expenses: Tenant will pay to Landlord as Additional Rent $2.31
-----------------
per square foot for Utility Expenses.
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<PAGE>
Payments due pursuant to this Section will be due at the time specified in
Section 6.03.
19.03 Utility Expense Statement: Any Utility Expense Statement sent to
-------------------------
Tenant shall be conclusively binding upon Tenant unless, within thirty (30) days
after such statement is sent, Tenant shall send a written notice to Landlord
objecting to such statement and specifying the respects in which such statement
is claimed to be incorrect. If such notice is sent, either party may refer the
decision of the issues raised by such notice to Arthur Andersen & Co., or any
successor firm, or other reputable independent firm of certified public
accountants selected by Landlord, and the decision of such accountants shall be
conclusively binding upon the parties. The fees and expenses involved in such
decision shall be borne by the unsuccessful party (and if both parties are
partially unsuccessful, the accountants shall apportion such fees and expenses
between the parties, based on the degree of success of each party).
SECTION 20
NOTICES OR DEMANDS
20.01 Notices or Demands. All bills, notices, statements, communications
------------------
or demands (collectively, "notices or demands") upon Landlord or Tenant desired
or required to be given under any of the provisions hereof must be in writing.
Any such notices or demands from Landlord to Tenant will be deemed to have been
duly and sufficiently given if a copy thereof has been personally delivered or
mailed by United States mail in an envelope properly stamped and addressed to
Tenant at the address of the Premises or at such other address as Tenant may
have last furnished in writing to Landlord for such purpose. Any such notices
or demands from Tenant to Landlord will be deemed to have been duly and
sufficiently given if personally delivered to Landlord or mailed by United
States mail in an enveloped properly stamped and addressed to Landlord at the
address set forth in this Lease. The effective date of such notice or demand
will be deemed to be the time when personally delivered or mailed as herein
provided.
SECTION 21
BREACH; INSOLVENCY; RE-ENTRY
21.01 Default: If any rental payable by Tenant to Landlord remains unpaid
-------
for more than seven (7) days after written notice to Tenant of nonpayment, or if
Tenant violates or defaults in the performance of any of its obligations in this
Lease and the
-13-
<PAGE>
violation or default continues for a period of ten (10) days after written
notice, then Landlord may (but will not be required to) declare this Lease
forfeited and the Term ended, or re-enter the Premises, or may exercise all
other remedies available under Michigan law. Landlord will not be liable for
damages to person or property by reason of any legitimate re-entry or
forfeiture, and Landlord will be aided and assisted by Tenant, its agents,
representatives and employees. Tenant, by the execution of this Lease, waives
notice of re-entry by Landlord. In the event of re-entry by Landlord without
declaration of forfeiture, the liability of Tenant for the rent provided herein
will not be relinquished or extinguished for the balance of the Term, and any
rentals prepaid may be retained by Landlord and applied against the costs of re-
entry, or the costs of enforcement of this Lease, including the cost of any
proceeding under the Federal Bankruptcy Code.
21.02 Bankruptcy: If Tenant is adjudged bankrupt or insolvent, files or
----------
consents to the filing of a petition in bankruptcy under Federal or State law,
applies for or consents to the appointment of a receiver for all or
substantially all of its assets, or makes a general assignment for the benefit
of its creditors, then Tenant shall be in default under this Lease and, to the
extent from time to time permitted by applicable law, including but not limited
to the Federal Bankruptcy Code, Landlord shall be entitled to exercise all
remedies set forth in Section 21.01. In a reorganization under Chapter 11 of the
Federal Bankruptcy Code, the debtor or trustee must assume this Lease or assign
it within sixty (60) days from the filing of the proceeding, or he shall be
deemed to have rejected and terminated this Lease. Tenant acknowledges that its
selection to be the tenant hereunder was premised in material part on Landlord's
determination of Tenant's creditworthiness and the character of its occupancy
and use of the Premises would be compatible with the nature of the Premises and
other adjacent properties and tenants of Landlord. Therefore, if Tenant, as
debtor, or its trustee elects to assume this Lease, in addition to complying
with all other requirements for assumption under the Federal Bankruptcy Code,
then Tenant, as debtor, or its trustee or assignee, as the case may be, must
also provide the adequate assurance of future performance, including but not
limited to a deposit, the amount of which shall be reasonably determined based
on the duration of time remaining in the Term, the physical condition of the
Premises at the time the proceeding was filed, and such damages as may be
reasonably anticipated after reinstatement of the Lease.
21.03 Re-Leasing of Premises: In the event of declaration of forfeiture
----------------------
at or after the time of re-entry, Landlord may re-lease the Premises or any
portion(s) of the Premises for a term or terms and at a rent which may be less
than or exceed the balance of the term of and the rent reserved under this
Lease. In such event Tenant will pay Landlord as liquidated damages for
Tenant's default any deficiency between the total rent reserved and the net
amount, if any, of the rents collected on account of the lease or leases of the
Premises which otherwise would have constituted the balance of the term of this
Lease. In computing such liquidated damages, there will be added to the
deficiency reasonable expenses which Landlord may incur in connection with
re-leasing, such as legal expenses, attorney's fees, brokerage fees and
expenses, advertising and for keeping the Premises in good order or for
preparing the Premises for re-leasing. Any such liquidated damages will be paid
in monthly installments by Tenant on the Rent Day and any such suit brought to
collect the deficiency for any month will not prejudice Landlord's right to
collect the deficiency for any subsequent month by a similar proceeding. In
lieu of the foregoing computation of liquidated damages, Landlord may elect, at
its sole option, to receive
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<PAGE>
liquidated damages in one payment equal to any deficiency between the total rent
reserved hereunder and the fair and reasonable rental of the Premises, both
discounted at five (5%) percent per annum to present value at the time of
declaration of forfeiture.
21.04 Failure to Re-Lease Premises: Whether or not forfeiture has been
----------------------------
declared, Landlord will attempt to re-lease the Premises, however, Landlord will
not be responsible in any way for failure to re-lease the Premises, or in the
event that the Premises are re-leased, for failure to collect the rent under
such re-leasing. The failure of Landlord to re-lease all or any part of the
Premises will not release or affect Tenant's liability for rent or damages.
SECTION 22
SURRENDER OF PREMISES ON TERMINATION
22.01 Condition of Premises Upon Termination: At the expiration (or earlier
--------------------------------------
termination) of the Term, Tenant will surrender the Premises broom clean and in
as good condition and repair as they were at the time Tenant took possession,
reasonable wear and tear excepted, and promptly upon surrender will deliver all
keys and building security cards for the Premises to Landlord at the place then
fixed for payment of rent. All reasonable costs and expenses incurred by
Landlord in connection with repairing or restoring the Premises to the condition
called for herein, together with the costs, if any, of removing from the
Premises any property of Tenant left therein, together with liquidated damages
in an amount equal to the amount of minimum net rental plus all other charges
which would have been payable by Tenant under this Lease if the term of this
Lease had been extended for the period of time reasonably required for Landlord
to repair or restore the Premises to the condition called for herein, shall be
invoiced to Tenant and shall be payable within ten (10) days of the date of such
invoice.
22.02 Storage of Tenant's Property: If Tenant fails to remove all its
----------------------------
property (or property of others in its possession) from the Premises on
termination of this Lease (for any cause), Landlord at its option may remove the
property in any manner that it chooses and may store the property without
liability to Tenant for loss, whether based on contract, tort or otherwise.
Tenant agrees to pay Landlord on demand any and all expenses incurred in such
removal, including court costs, attorneys' fees and storage charges on the
property for any length of time it is in Landlord's possession. Tenant will
indemnify and hold Landlord harmless from any claim by third parties with
respect to property owned or claimed by them, left in the Premises by Tenant,
and removed by Landlord pursuant to this paragraph. Under no circumstances will
Landlord be obligated to retain any property left on the Premises or in
Landlord's possession longer than two (2) months after termination of this Lease
(for any cause) and Landlord may after two (2) months dispose of the property in
any manner it deems appropriate, including public or private sale or by
destruction, discard or abandonment and the proceeds of any such sale will be
applied against any sums due Landlord under this Lease.
SECTION 23
PERFORMANCE BY LANDLORD OF THE COVENANTS OF TENANT
23.01 Tenant's Failure to Perform: If Tenant fails to pay any sum of money,
----------------------------
other than rental, required to be paid hereunder or fails to perform any act on
its part to be performed hereunder and such failure shall continue for a period
of ten (10) days (or a reasonable period of less than ten (10) days when life,
person or property is in jeopardy), Landlord may (but shall
-15-
<PAGE>
not be required to), and without waiving or releasing Tenant from any of
Tenant's obligations, make any such payment or perform any such other act. All
sums paid by Landlord and all reasonable incidental costs, including without
limitation the cost of repair, maintenance or restoration of the Premises if so
performed by Landlord hereunder, shall be deemed additional rental and, together
with interest thereon at the rate set forth in Section 5.02 from the date of
payment by Landlord until the date of repayment by Tenant to Landlord, shall be
payable to Landlord within fifteen (15) days after receipt of invoice by Tenant.
On default in such payment, Landlord shall have the same remedies as on default
in payment of rent. The rights and remedies granted to Landlord under this
Section 23 shall be in addition to and not in lieu of all other remedies, if
any, available to Landlord under this Lease or otherwise, and nothing herein
contained shall be construed to limit such other remedies of Landlord with
respect to any matters covered herein.
SECTION 24
SUBORDINATION; ESTOPPEL CERTIFICATES
24.01 Subordination: Tenant agrees, that at Landlord's option, this Lease may
-------------
be either subordinate or paramount to any construction loans, mortgages, trust
deeds and ground or underlying leases now or hereafter affecting the Premises
and to any and all advances to be made thereunder, and to the interest and
charge thereon, and all renewals, replacements and extensions thereon, provided
the mortgagee, lessor or trustee named in any such mortgages, trust deeds or
leases agrees to recognize the lease of Tenant in the event of foreclosure or
other enforcement of such instruments (and, if requested by Tenant, shall enter
into a non-disturbance agreement with Tenant) if Tenant is not in default.
This section shall be self-operative and no further instrument shall be
required. However, Tenant will execute promptly any instrument or certificate
that Landlord may reasonably request confirm such subordination or superior
status, subject to Tenant's receipt of a non-disturbance agreement, if so
requested, and hereby irrevocably appoints Landlord as Tenant's attorney-in-fact
to execute such instrument or certificate on its behalf.
SECTION 25
SUBSTITUTE SPACE
SECTION 26
-16-
<PAGE>
QUIET ENJOYMENT
26.01 Quiet Enjoyment: Landlord agrees that at all times when Tenant
---------------
is not in default under the provisions and during the Term of this Lease,
Tenant's quiet and peaceable enjoyment of the Premises will not be disturbed or
interfered with by Landlord or any person claiming by, through, or under
Landlord.
SECTION 27
HOLDING OVER
27.01 Holding Over: If Tenant remains in possession of the Premises after
------------
expiration of this Lease without executing a new lease, it will be deemed to be
occupying the Premises as a tenant from month-to-month, subject to all the
provisions of this Lease to the extent that they can be applicable to a
month-to-month tenancy, except that the minimum rental for each month will be
one hundred percent (100%) of the Base Monthly Rental.
SECTION 28
REMEDIES NOT EXCLUSIVE; WAIVER
28.01 Remedies: Each and every of the rights, remedies and benefits provided
---------
by this Lease are cumulative and are not exclusive of any other of said rights,
remedies and benefits, or of any other rights, remedies and benefits allowed by
law.
28.02 Waiver of Covenant: One or more waivers of any covenant or condition by
------------------
Landlord will not be construed as a waiver of a further or subsequent breach of
the same covenant or condition, and the consent or approval by Landlord to or of
any act by Tenant requiring Landlord's consent or approval will not be deemed to
waive or render unnecessary Landlord's consent to or approval of any subsequent
similar act by Tenant.
SECTION 29
WAIVER OF SUBROGATION
29.01 Waiver of Subrogation: Landlord and Tenant shall obtain permission
---------------------
from each insurer to, and to the extent so permitted, hereby waive any and all
right of recovery against each other for any loss or damage caused by fire or
any of the risks covered by standard fire and extended coverage, vandalism and
malicious mischief insurance policies.
SECTION 30
INDEMNIFICATION
30.01 Indemnification: Tenant at its expense will defend, indemnify and save
---------------
Landlord and its licensees, servants, agents, employees and contractors,
harmless from any claim or condition of the Premises, the use or misuse thereof
by Tenant or any other person, the acts or omissions of Tenant, its clients,
customers, invitees, licensees, servants, agents, employees or contractors, the
failure of Tenant to comply with any provision of this Lease, or any other event
occurring on the Premises, whatever the cause; provided, however, that nothing
herein shall be construed to require Tenant to indemnify Landlord or its
licensees, servants, agents, employees, and contractors against Landlord's or
its licensees' servants' agents', employees' and contractors' own acts,
omissions or neglect.
SECTION 31
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<PAGE>
ASSIGNMENT BY LANDLORD
31.01 Assignment by Landlord: The term "Landlord" as used in this Lease so
----------------------
far as covenants, agreements, stipulations or obligations on the part of the
Landlord are concerned is limited to mean and include only the owner or owners
of fee title (or of a ground leasehold interest or land contract vendee's
interest) to the Premises at the time in question, and in the event of any
transfer or transfers of the title to such fee the Landlord herein named (and
in case of any subsequent transfers or conveyances the then grantor) will
automatically be freed and relieved from and after the date of such transfer or
conveyance of all liability for the performance of any covenants or obligations
on the part of the Landlord contained in this Lease thereafter to be performed.
31.02 Landlord's Default: If Landlord fails to perform any provision of this
------------------
Lease upon Landlord's part to be performed, and if as a consequence of such
default Tenant recovers a money judgment against Landlord, such judgment may be
satisfied only out of the proceeds of sale received upon execution of such
judgment and levied thereon against the right, title and interest of Landlord in
the Premises and out of rents or other income from such property receivable by
Landlord and Landlord shall not be personally liable for any deficiency.
SECTION 32
SECURITY DEPOSIT
32.01 Security Deposit: Landlord hereby acknowledges the receipt of the
----------------
Security Deposit. If Tenant defaults in any of the provisions of this Lease,
Landlord may use, apply or retain all or any part of the Security Deposit for
the payment of rents and/or other charges which are the obligation of Tenant
under this Lease in default or for any other sum which Landlord may expend by
reasons of Tenant's default, including any damages or deficiency in the
releasing of the Premises. If Tenant fully complies with all the provisions of
this Lease, the Security Deposit, or balance thereof, will be returned to Tenant
without interest after (i) the termination of this Lease, (ii) the removal of
Tenant, and (iii) the surrender of possession of the Premises to Landlord.
Unless Landlord is shown evidence satisfactory to it that the right to receive
the Security Deposit has been assigned, Landlord may return the Security Deposit
to the original Tenant regardless of one or more assignments of the Lease
itself.
SECTION 33
MOVEMENT OF TENANT'S PROPERTY
33.01 Moving Tenant's Property: All activities of Tenant in connection with
------------------------
(a) Tenant's move into the Premises at the commencement of this Lease, (b) the
movement of equipment, furniture or other bulky items into, out of or within the
Premises during the Term, or (c) Tenant's move out of the Premises at any time
(whether or not on the termination of this Lease) will be subject to the
following:
A. Designated Access. All furniture, equipment and all other
-----------------
items of personal property being moved or transferred will enter and
leave the Building solely through and by way of such area or entrance
as may be designated from time to time by Landlord for such purposes;
B. Tenant Responsible. Tenant will be responsible for the active
------------------
supervision (on-site) of all workmen and others
-18-
<PAGE>
performing the move, and will indemnify and hold harmless Landlord
against and from all liability for damage to property (whether belonging
to landlord, other tenants or any other person) and injuries to persons
in connection with the move and the actions, or failure to act, or by
those performing the move;
C. Damage. Tenant will be responsible for any damage to the Building,
------
the Common Areas, the Premises, or the premises and property of other
tenants, caused by or incurred in connection with the move or the
activities connected therewith. Landlord will perform such inspection(s)
as Landlord in its sole discretion determines to be appropriate, and
will invoice Tenant for the costs of repair of all such damage or the
replacement, if necessary, of damaged items. All determinations of the
extent of damage and the costs of repair or replacement will be made by
Landlord in the exercise of its reasonable discretion. The invoiced sums
will constitute amounts included within and payable under Section 12,
above.
SECTION 34
NON-TERMINABILITY, COMPLIANCE WITH LAWS, COSTS, SEVERABILITY
34.01 Non-Terminability: Except as otherwise specifically provided in
-----------------
this Lease, this Lease shall neither terminate nor shall Tenant have
any right to terminate this Lease or to be released, relieved or
discharged from any obligations or liabilities hereunder for any
reason whatsoever, including, without limitation:
A. Damage. Any damage to, or destruction of, the Premises or any
------
portion thereof.
B. Condemnation. Any condemnation, confiscation, requisition or
------------
other taking or sale of the possession, use, occupancy or title to
the Premises or any portion thereof;
C. Omission. Any action, omission or breach on the part of Landlord
--------
under this Lease or under any other agreement at the time existing
between Landlord and Tenant.
D. Other Claims. Any claim as a result of any other business
------------
dealings of Landlord and Tenant.
E. Impossibility. The impossibility or illegality of performance by
-------------
Landlord or Tenant or both.
F. Force Majuere. Force majuere.
-------------
G. Governmental Action. Any action or threatened or pending action
-------------------
of any court, administrative agency or other governmental authority.
Except as otherwise specifically provided in this Lease, Tenant shall remain
obligated under this Lease in accordance with its terms, and will not take any
action to terminate, rescind or avoid this Lease for any reason, notwithstanding
any bankruptcy, insolvency, reorganization, composition, readjustment,
liquidation, dissolution or other proceeding affecting Landlord or any assignee
of Landlord or any action with respect to this Lease which may be taken by any
receiver, trustee or liquidator (or other similar official) or by any court. All
payments by Tenant hereunder shall be final and Tenant will not seek to recover
any such payment or any part thereof for any reason. Tenant waives all rights
now or hereafter conferred by statute or otherwise to
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<PAGE>
quit, terminated or surrender this Lease, or to any abatement, suspension,
deferment, diminution or reduction of rent, additional rent or other amounts
payable by Tenant hereunder, or for damage, loss, cost or expense suffered by
Tenant, on account of any of the reasons referred to herein or otherwise.
SECTION 35
ENTIRE AGREEMENT
35.01 Entire Agreement: This Lease and the Riders attached hereto and forming
----------------
a part hereof, set forth all of the covenants, agreements, stipulations,
promises, conditions and understandings between Landlord and Tenant concerning
the Premises and there are no covenants, agreements, stipulations, promises,
conditions or understandings, either oral or written, between them concerning
the Premises other than herein set forth.
SECTION 36
RECORDING
36.01 Recording: This Lease shall not be recorded by Tenant nor shall Tenant
---------
file or record a memorandum of lease or affidavit of claim with respect to this
Lease or the Premises. At Landlord's option, Landlord may record this Lease.
Upon Landlord's request, Tenant shall execute and deliver to Landlord a
memorandum of lease or affidavit of claim for recording by Landlord.
SECTION 37
GENERAL
37.01 General Terms: Many references in this Lease to persons, entities and
-------------
items have been generalized for ease of reading. Therefore, reference to a
single person, entity or item will also mean more than one person, entity or
thing whenever such usage is appropriate. Similarly, pronouns of any gender
should be considered interchangeable with pronouns of other genders.
37.02 Joint and Several: All agreements and obligations of Tenant and
-----------------
Landlord under this Lease are joint and several in nature.
37.03 Captions: Captions to sections and paragraphs are provided solely for
--------
the sake of convenience and shall have no substantive effect whatsoever.
37.04 Amendments: This lease can be modified or amended only by a written
----------
agreement signed by Landlord and Tenant.
37.05 Binding Lease: All provisions of this Lease are and will be binding on
-------------
the heirs, executors, administrators, personal representatives successors and
assigns of Landlord and Tenant.
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<PAGE>
37.06 Governing Law: The laws of the State of Michigan will control in the
-------------
construction and enforcement of this Lease.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of
the day and year first above written.
WITNESSES: DOMINO'S FARMS HOLDING
LIMITED PARTNERSHIP
(a Michigan Corporation)
/s/ MARGARET T. PARKINSON By: /s/
------------------------- ----------------------------
Its: SENIOR VICE PRESIDENT
-----------------------
For: Landlord
AASTROM BIOSCIENCES, INC.
/s/ PATRICIA A. POWELL By: /s/ R. DOUGLAS ARMSTRONG
------------------------- -------------------------
Its: President/CEO
-----------------------
For: Tenant
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<PAGE>
RIDER A-1
FLOOR PLAN
<PAGE>
RIDER A-2
LAYOUT OF SPACE
<PAGE>
RIDER A-3
SITE PLAN
<PAGE>
RIDER B
WORK AGREEMENT
--------------
The terms and conditions of this Work Agreement shall govern Landlord
and Tenant's participation in the design, construction and installation of
improvements to the Premises in accordance with the Final Plans (as defined
below) and the terms hereof (the "Work"). Tenant acknowledges that it has had an
opportunity to inspect the Premises prior to the execution and delivery of this
Work Agreement. Tenant further acknowledges and agrees that all construction or
improvements to the Premises to the completed at Landlord's expense have been
completed and are accepted by Tenant in an "As Is" condition except for work to
be performed by Landlord pursuant to the Work Agreement. All additional
improvements to the Premises and services incidental or related thereto are
referred to as "Work" and shall be paid for by Landlord and Tenant as set forth
herein.
A. PRE-LEASE WORK
--------------
1. Preliminary Drawings. Landlord and Tenant acknowledge that they have
--------------------
agreed on preliminary drawings prepared by H. Scott Diels,
Architect, at Tenant's direction and containing general design and
technical information for the Work to be performed on the Premises
(the "Preliminary Drawings"), copies of which are attached to this
Lease as Rider A-2, May 4, 1992. The Preliminary Drawings have been
or will be submitted to the Architect and Engineer for preparation
of the Formal Drawings (as defined below).
2. Contractor. Landlord and Tenant acknowledge that the Contractor will
----------
be selected with the approval of Tenant and Landlord.
3. Transition of Administration. Tenant shall inform the Architect,
----------------------------
Engineer and Contractor that Landlord will assume responsibility for
administration and coordination of the Work after execution of the
Lease and that Landlord will be, and perform the obligations of the
"Owner" under the Architect Agreement, the Engineer Agreement and
the Construction Agreement. Tenant shall cooperate with Landlord and
assist in the transition of responsibility for administration and
coordination of the Work. Landlord and Tenant agree that all
communications with, and instructions or directions to, the
Architect, Engineer and Contractor after transition of the Work to
the Landlord will go through Landlord.
B. PROJECT REPRESENTATIVES/FIELD CHANGE ORDERS
-------------------------------------------
1. Landlord's Representative. Landlord's representative in connection
-------------------------
with administration of the Work shall be Larry McGonigal unless
otherwise directed in writing by Landlord ("Landlord's
Representative"). All instructions, requests, or directives from
Tenant to the Landlord, Architect, Engineer or Contractor in
connection with the construction of the Work will be given or
communicated to Landlord's Representative who will in turn contact
or notify the appropriate party.
2. Tenant's Representative. Tenant's representative in connection with
-----------------------
the Work shall be R. Douglas Armstrong unless otherwise directed in
writing by Tenant ("Tenant's Representative"). All requests,
notification, directives, inquiries or information intended for
Tenant shall be given or communicated by Landlord or Landlord's
Representative to Tenant's Representative. Tenant's Representative
shall have access to the Work at all reasonable times for the
purpose of making inspections, taking measurements and observing the
Work and may inspect, copy, and discuss with Landlord's
Representative or other appropriate personnel of Landlord from time
to time the Work and all invoices and documentation in connection
with the Work, Tenant's Representative shall be requested to attend
all regularly scheduled progress meetings related to the Work.
3. Field Change Orders. Tenant's Representative shall have the right to
-------------------
request Field Change Orders in writing. For purposes of this
section, "Field Change Orders" shall mean: (a) a "Change Order" or
"Field Work Order" (as defined in the Contractor Agreement) or
similar request for changes or modifications in the Work; or (b)
revisions to the Final Plans or other work-related documents or
materials requested by Tenant.
4. Approval of Field Change Orders. All Field Change Orders shall be
-------------------------------
approved in writing by both Landlord and Tenant and shall be
acceptable to
<PAGE>
Landlord and Tenant in all respects. The cost of any Field Change
Order shall be an additional Work Cost. Tenant's Representative
shall approve all Field Change Orders, changes or modifications to
the Final Plans and any design changes to the Work. Tenant's
Representative, on behalf of Tenant, and Landlord's Representative,
on behalf of Landlord, will promptly respond to any requests or
inquiries of Landlord or Tenant, as the case may be, including
those relating to Field Change Orders, so as not to interfere with
the orderly progress of the Work. Landlord shall have the right to
reject any Field Change Order requested by Tenant which,
individually or in the aggregate, would delay the Commencement Date
of the term of this Lease in excess of fourteen (14) days, unless
in conjunction therewith, Tenant agrees to pay rental for the
Premises as of the date the Commencement Date would have occurred
but for the completion of the Field Change Order. The Landlord's
and Tenant's reasonable judgement as to whether delay may ensue as
a result of Tenant requested Field Change Orders shall be
conclusive.
5. Other Tenant Employee's. Officers, employees or agents of Tenant
-----------------------
other than Tenant's Representatives shall have access to the Work
provided that Tenant notifies Landlord's Representative in advance
and Tenant's Representative or his designee in writing accompanies
such parties during such access. Landlord may deny access to such
parties excluding Tenant's Representative (but access by Tenant's
Representative shall nevertheless be subject to the delay
provisions in Section 3.03 of the Lease) in the event that their
presence materially hampers, interferes with or prevents Landlord,
Architect, Engineer or Contractor from proceeding with the
completion of the Work. Any entry on the Premises by Tenant's
Representative and other officers, agents, employees,
representatives, licensees or invitees of Tenant shall be at their
sole risk. Tenant hereby agrees to indemnify, defend and hold
Landlord harmless from and against any loss, expense, claim,
demand, action or proceeding arising out of or relating to such
access to the Premises other than such losses, expenses, claims,
demands, actions, proceedings caused by the negligence, gross
negligence or willful misconduct of Landlord or its directors,
officers, employees, agents, servants, representatives, invitees or
licensees other than any party performing services under the
Contractor Agreement, Architect Agreement or Engineer Agreement.
6. Consultation/Cooperation. Landlord shall advise Tenant of, and
------------------------
consult with Tenant regarding, all material matters relating to the
Work, including, without limitation, the design, construction and
engineering of the Work, as well as the services performed or to be
performed by the Architect, Engineer and Contractor. Tenant shall
reasonably cooperate with Landlord with respect to such
consultations and shall not act or fail to act in a manner which
will delay the design or construction of the Work. Landlord agrees
to use reasonable efforts to cause Architect, Engineer, Contractor
and all other persons working on or in connection with the Work to
perform and comply with terms of this Agreement and any other
applicable agreement (including, without limitation, pursuing any
applicable legal recourse against such persons). If any one or more
Architect, Engineer or Contractor breach their respective contracts
with Landlord described herein, Landlord may, but shall not be
obligated to, commence civil proceedings to obtain specific
enforcement of such breached contract and/or for any other remedies
or damages available to Landlord. In the event of such a breach and
if Landlord fails or refuses to commence such legal proceedings
against the breaching party for sixty (60) days, Tenant may
commence civil proceedings, at Tenant's sole expense, for specific
enforcement of the breached contract or any other remedies or
damages available to Tenant, and to the extent necessary to permit
and prosecute such proceedings Landlord will assign its rights
under the breached contract or contracts to Tenant and reasonably
cooperate with Tenant in connection therewith.
C. RETENTION OF ARCHITECT, ENGINEER AND CONTRACTOR
-----------------------------------------------
1. Retention of Architect
----------------------
(a) Architect Agreement. Landlord shall retain the Architect to
-------------------
prepare formal design drawings and working drawings and
specifications (collectively the "Formal Drawings"). The Formal
Drawings shall contain design, technical and engineering
specifications for the Work based on the Preliminary Drawings.
Landlord shall negotiate and execute, as Owner, the written
agreement with the Architect governing Architect's
participation in the Work (the "Architect Agreement"). All
Preliminary Services performed by the Architect shall be
included in and made a part of and subject to the terms and
conditions of the Architect Agreement. Landlord shall provide,
upon request, Tenant with a copy of the proposed Architect
Agreement and
<PAGE>
shall consult with, and include reasonable suggestions
of, Tenant with respect to the terms and conditions of
the Architect Agreement prior to execution thereof.
Landlord shall be, and perform the obligations of, the
Owner under the Architect Agreement.
(b) Formal Design and Working Drawings. Landlord shall
----------------------------------
submit the Preliminary Drawing to the Architect for
preparation of the Formal Drawings. Landlord and Tenant
shall each have a period of seven (7) days after
receipt of the Formal Drawings to 1) approve such
drawings in writing, or 2) send written notice to the
other party describing any objections to the Formal
Drawings. In the event either Landlord or Tenant sends
a notice of objections to the formal Drawings, Landlord
and Tenant will meet within seven (7) days after such
notice is sent to discuss and resolve those matters
objectionable to Landlord or Tenant. Either Landlord or
Tenant may request the presence of the Architect at
such meeting. Landlord and Tenant agree to use their
good faith efforts in negotiating and preparing revised
Formal Drawings, but the Formal Drawings must be
acceptable to both Landlord and Tenant in all respects.
The Architect shall revise the Formal Drawings in
accordance with those modifications which are approved
by Landlord and Tenant at such meeting. The revised
Formal Drawings shall reflect the agreed to
modifications and shall be given to Tenant and Landlord
for final approval. Tenant and Landlord shall give
final approval of the Formal Drawings in writing within
seven (7) days after receipt of satisfactory Formal
Drawings which reflect the agreed to modifications (the
Formal Drawings, once so approved, are referred to as
"Final Plans").
(c) Landlord's Insurer. The Final Plans, once completed,
------------------
shall be sent to Factory Mutual Insurance Company, the
Landlord's Insurer, ("Insurer") for review and
approval. In the event that Insurer has any objections
to the Final Plans, such Final Plans shall be revised
by the Architect, as expeditiously as possible, in a
manner satisfactory to Insurer, Landlord and Tenant.
(d) Cost of Architectural Services. Landlord and Tenant
------------------------------
acknowledge that Architect has agreed to perform the
services under the Architectual Agreement. Landlord
shall not agree to any increase in fees or authorize
any additional services other than those set forth in
the Architect Agreement, or any change to the Final
Plans, without the prior written consent of Tenant or
Tenant's Representative.
2. Retention of Engineer
---------------------
(a) Engineer Agreement. Landlord shall retain the Engineer
------------------
to prepare designs and specifications with respect to
mechanical engineering and technical aspects of the
Formal Drawings, the Final Plans and the Work and to
the connection and interfacing of the Work with
existing systems or equipment of Landlord (the
"Engineering Report"). Landlord shall negotiate and
execute, as Owner, the written agreement with the
Engineer governing the Engineer's participation in the
Work (the "Engineer Agreement"). All Preliminary
Services and the cost of all Preliminary Services
performed by the Engineer shall be included in and be
made a part hereof and subject to the terms and
conditions of the Engineer Agreement. Landlord shall
provide Tenant with a copy of the proposed Engineer
Agreement and shall consult with Tenant, and include
the reasonable suggestions of, with respect to the
terms and conditions of the Engineer Agreement prior to
execution thereof. Landlord shall be, and perform the
obligations of, the Owner under the Engineer Agreement.
(b) Cost of Engineering Services. Landlord and Tenant
----------------------------
acknowledge that Engineer has agreed to perform the
service under the Engineer Agreement. Landlord shall
not agree to any increase in fees or authorize any
additional services other than those set forth in the
Engineer Agreement, or any change to the Engineering
Report, without the prior written consent of Tenant or
Tenant's Representative.
3. Retention of Contractor
-----------------------
(a) Contractor Agreement. Landlord shall retain the
--------------------
services of the Contractor to construct the Work
according to the Final Plans. Landlord shall negotiate
and execute as Owner, the written agreement with the
Contractor governing construction of the Work
<PAGE>
according to the Final Plans (the "Contractor
Agreement"). Landlord shall provide Tenant with a copy of
the proposed Contractor Agreement and shall consult with
Tenant with respect to the terms and conditions of the
Contractor Agreement prior to execution thereof. Landlord
shall be, and perform the obligations of, the Owner under
the Contractor Agreement. The Contractor Agreement shall
include a completion date satisfactory to Tenant (which
date shall not be changed or modified except by an
amendment to the Contractor Agreement with prior written
consent of both landlord and Tenant). Landlord shall not
have any liability whatsoever to Tenant for any cost,
expense, lost profits, damage or other liability suffered
or incurred by Tenant by reason of the Contractor's
failure to complete the Work on or before the completion
date contained in the Contractor Agreement. Landlord
shall use its reasonable best efforts to cause the
Contractor to complete the Work on or before the
Completion Date contained in the Contractor Agreement,
and in any event as soon as possible.
(b) Cost of Construction. Landlord and Tenant acknowledge
--------------------
that Contractor has agreed to perform the services under
the Contractor Agreement. Landlord shall not agree to any
increase in fees, or authorize any additional services
other than those set forth in the Contractor Agreement,
or any Field Change Orders, without the prior written
consent of Tenant or Tenant's Representative.
4. Responsibility for Contents of Plans and Drawings.
-------------------------------------------------
Notwithstanding anything herein to the contrary, Landlord
shall not be responsible for the accuracy, efficacy or
sufficiency of any drawings, plans or specifications to be
provided by any person herein (including without limitation,
those plans, drawings or specifications to be furnished by
Tenant, the Engineer or the Architect) except (i) those
portions of the plans, drawings, and specification provided
by Landlord and (ii) Landlord agrees that the Work as
described in the Final Plans and any Field Change Orders is
sufficient for Landlord's purposes and will meet Landlord's
needs and requirements for improvements to the Building. The
Architect, Engineer and/or Contractor shall be otherwise
responsible for all plans, drawings and specifications
including, without limitation, the Final Plans and any Field
Change Orders, all technical and other examination of the
Premises and shall be exclusively responsible with respect to
verification of actual field conditions and actual field
measurements and a full review of all technical and
engineering requirements with respect to the Premises and
Work to be performed hereunder. In addition, Tenant shall be
exclusively responsible for determining whether the plans,
specifications and drawings including, without limitation,
the Final Plans and any Field Change Orders and the systems
and equipment described therein, meet the needs of the
Tenant.
5. Compliance. Landlord will insure that the Final Plans and all
----------
Work shall comply with and conform to the Building plans and
with all the rules, regulations and other requirements of any
governmental department or agency having jurisdiction over
the construction of the Work. Landlord, Architect or
Contractor shall file all necessary architectural plans,
together with any mechanical plans and specifications, and
any and all other filings necessary to complete the Work in
such form as may be necessary, with the appropriate
governmental and other agencies and obtain those governmental
and other approvals or consents necessary to authorize
completion of the Work, including required permits and zoning
approvals. Any changes required by any governmental or other
agency affecting the construction of the Premises shall be
complied with by Landlord in completing the Work at Tenant's
expense and shall not be deemed to be a violation of the
Final Plans or any provisions of this Work Agreement, and
shall be deemed automatically accepted and approved by
Tenant. Landlord shall cause the Work to be constructed and
completed in accordance with the prevailing and customary
construction standards in accordance with the Final Drawings
and all applicable laws, rules, regulations, ordinances and
codes and shall ensure that safety standards acceptable in
the industry are employed. Landlord shall maintain
appropriate insurance with respect to the work. Tenant shall
reasonably cooperate with the Owner in complying with the
foregoing requirements and Owner shall keep Tenant advised of
the progress in connection with such requirements.
D. WORK COST
---------
1. Work Cost. "Work Cost" shall mean contracted amount with
---------
architect, engineer and contractor, except as adjusted by
Field Change Orders, and all the following:
<PAGE>
(a) All filing fees and permit costs incurred in connection
with the Work to the extent not included in contracts
above, and Landlord shall provide receipts for payment
of the same upon Tenant's request.
(b) Legal fees, as mutually agreed upon in writing, in
connection with obtaining governmental approvals of the
Work and Tenant's uses of the Premises.
(c) Litigation costs in connection with the Work Agreement
as mutually agreed upon in writing.
(d) All other costs of the Work mutually agreed upon in
writing.
E. PAYMENT OF WORK COST
--------------------
Tenant shall pay the Work Cost in the following manner:
1. Payment of Work Cost
--------------------
(a) Payment - General. Tenant will make a deposit to the
-----------------
Landlord based on construction estimates (per Rider D).
Landlord will utilize said deposit to pay all
construction related invoices.
(b) Change Orders. Authorized change orders are to be
-------------
accompanied with a check from the Tenant to cover said
amount.
(c) Final Payment. After project is complete and within
-------------
fifteen (15) days after billing is received by Landlord,
a reconciliation will be provided showing total costs.
Tenant will provide final check for the total amount of
the improvements less any previous payments and the
Landlord's contribution when:
(1) Tenant, Architect and Landlord shall have inspected
the Work and determined that the Work is complete
and that all items comprising the Punch List
prepared pursuant to Section 3.03 of this Lease
shall have been completed or corrected. In the event
of any dispute regarding completion, the Architect's
determination shall be final;
(2) Landlord shall have removed or have caused to be
removed, at its expense, from the site of the Work
all material, equipment and structures which are not
part of the Work and shall have made the site of the
Work clean and ready for use; and
(3) Landlord shall have caused to be executed and copies
delivered to Tenant of lien waivers executed
by all persons, firms, and companies who have
provided labor or furnished materials in connection
with the Work including a general release and
specific lien waiver from Contractor both in form
and substance reasonably satisfactory to Tenant.
2. Continuing Obligations. Nothing herein shall be construed to
----------------------
relieve Tenant from any liability for unpaid Work Costs due and
payable pursuant to the terms of this Work Agreement.
F. WARRANTIES
----------
Landlord warrants to Tenant that the Work will be performed in a
workmanlike manner and in accordance with the Final Plans and any
approved changes or modifications thereto and shall comply with
all applicable codes, laws, and regulations. Landlord will obtain
from the Contractor under the terms of the Construction Agreement
such warranties as the Contractor generally provides in connection
with its services. Landlord will use reasonable efforts to have
all such warranties include a provision that they may be assigned
to Tenant at Landlord's option. Upon the completion of the Work,
Landlord shall assign to Tenant those warranties and manuals with
respect to those items described in Rider H to this Lease and such
other items as Tenant is required to maintain or repair pursuant
to the terms of this Lease or otherwise, procured by Landlord from
the Contractor, the Architect, Engineer, or others in connection
with the performance of the Work or and any material or equipment
installed upon the Premises as part of the Work. Landlord shall
retain all other warranties and manuals. If such warranties are
not assignable, Landlord shall pursue and, if possible, obtain
coverage as requested by Tenant for and on behalf of Tenant, under
such warranties (at Tenant's cost and expense). LANDLORD HEREBY
DISCLAIMS ANY AND ALL OTHER
<PAGE>
WARRANTIES OF ANY KIND IN CONNECTION WITH THE WORK INCLUDING WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
G. INDEMNIFICATION BY TENANT
-------------------------
To the fullest extent permitted by law, Tenant agrees to defend,
indemnify and hold Landlord, its partners, employees, officers, and agents,
and their legal successors and assigns (herein the "Landlord Indemnitees"),
free and harmless of and from any and all liability, damages, all losses,
costs and expenses, including, without limitation, all Work Cost and
attorney fees, (collectively "Losses") incurred, suffered or required to
be paid by Landlord Indemnitees to the extent that such losses result from
or are attributable to (a) Tenant's failure to pay the Work Cost due and
payable pursuant to this Work Agreement or (b) Landlord's Indemnitees'
reliance on orders, instructions, directives or requests of Tenant in
connection with the construction of the Work and the preparation of the
Final Plans or (c) any negligent or grossly negligent acts, or omissions
and/or intentional malfeasance, of Tenant, its employees, agents, guests
or invitees prior to final completion of the Work, provided however, that
notwithstanding anything herein to the contrary, the foregoing obligation
to indemnify, hold harmless and defend shall not apply to any liability,
damages, losses, costs or expenses attributable to the Landlord's
Indemnitees. If any claim is made by a third party against any Landlord
Indemnitees for which the Landlord Indemnitee seeks indemnification from
Tenant hereunder, Landlord shall give prompt notice to Tenant who shall
have the right at Tenant's sole expense to participate in or control the
defense of such claim at its own expense and through counsel of its own
choice. If after such notice Tenant does not so participate, Tenant shall
nevertheless be bound by the results obtained by Landlord insofar as the
claim against any Landlord Indemnitee is concerned.
H. INDEMNITY BY LANDLORD
---------------------
Landlord shall defend, indemnify and hold harmless Tenant, its affiliates,
and any of their respective directors, officers, employees, agents, servants
and representatives ("Tenant Indemnitees") from and against any and all
liability, damages, all losses, costs and expenses, including reasonable
attorney fees, incurred, suffered or required to be paid by Tenant
Indemnitee, resulting from or caused by or arising out of any action,
omission or operation (i) under this Agreement or in connection with the
Work attributable to Landlord, (ii) under the Architect Agreement, the
Engineer Agreement, the Contractor Agreement or any other construction
related document attributable to Landlord or the performance of any
obligation of Landlord under such agreements or documents, or (iii) relating
to any claim against Tenant arising under the Architect Agreement, the
Engineer Agreement, the Contractor Agreement or any Work related document
provided, however, that the foregoing obligation by the Landlord to defend,
indemnify and hold harmless shall not apply to (x) any liability, damages,
losses, costs or expenses, attributable to the negligence, gross negligence
or willful misconduct of any Tenant Indemnitee, (y) the breach of any
obligation of Tenant hereunder or (z) those matters for which Tenant is
obligated to indemnify Landlord pursuant to Section B(5) of this Work
Agreement. If any claim is made by a third party against any Tenant
Indemnitee for which the Tenant Indemnitee seeks indemnification from
Landlord hereunder, the Tenant Indemnitee shall give prompt notice to
Landlord who shall have the right, at its sole option, to participate in or
control the defense of such claim at its own expense and through counsel of
its own choice. If after such notice Landlord does not so participate,
Landlord shall nevertheless be bound by the results obtained by Tenant
Indemnitee insofar as the claim against Tenant Indemnitee is concerned.
I. OWNERSHIP OF DOCUMENTS, CONFIDENTIALITY
---------------------------------------
Landlord and Tenant shall both be furnished copies of, and own, all
drawings, specifications, manuals for equipment described on Rider H, design
analyses, shop drawings, as-built record prints, calculations, renderings
and any other related documents or materials prepared in connection with the
Work.
J. MISCELLANEOUS
-------------
1. Approvals, Notices. All prints, drawing information and other
------------------
material to be furnished by Tenant to Landlord or by Landlord to
Tenant for approval as required herein shall be addressed to Landlord
or Tenant, as the case may be, at the addresses set forth in the
Summary of Lease Terms. Approvals of such documents shall be sent
in accordance with Section 20 of the Lease relating to notices.
2. Relationship. Landlord and Tenant agree that Landlord is not the
------------
employee or agent of Tenant and with respect to this Work Agreement
is an independent contractor. It is expressly agreed that all persons
engaged in the
<PAGE>
performance of the Work hired by Landlord or by any contractor of Landlord
as between Landlord and Tenant shall be conclusively deemed to be employees
or contractors of Landlord and not Tenant. This Agreement shall not
constitute Landlord or any contractor as the agent, partner, or legal
representative of Tenant, and Tenant shall not be responsible in any way
for any obligations or liability incurred or assumed by Landlord or any
contractor (the foregoing shall not in any manner limit the liability of
obligations of Tenant to Landlord hereunder). Landlord shall contract only
in its own name and only for its own account. Each such contract shall
expressly state that the contractor recognizes that, to the extent
permitted by law, it does not have a right to make any claim for payment
directly from Tenant, since the contract has been made exclusively with
Landlord and that, upon the request of Landlord, the contractor shall
provide Landlord with a sworn statement regarding the contractor's right to
receive payments for work or materials provided to the Work.
3. Confidentiality of Work and Plans. Landlord agrees that Landlord will
---------------------------------
maintain the confidentiality of, and not disclose to third persons or
parties, any of the Final Plans, Field Change Orders or other plans or
specifications relating the Work except as Landlord may require for the
construction of the Work, maintenance, operation, financing, insuring, sale
of other conveyance of the Building or as may be required by any
governmental authority, department or agency.
<PAGE>
RIDER C
RULES AND REGULATIONS
The Landlord, or the Agent of the Landlord, as the case may be, reserves
the right to make such other further and reasonable rules and regulations as in
its judgment may from time to time be necessary or desirable for the safety and
preservation of good order and prestige therein.
Wherever the word "Tenant" occurs, it is understood and agreed that it
shall mean Tenant's employees, agents, clerks, servants and visitors. Wherever
the word "Landlord" occurs, it is understood and agreed that it shall mean
Landlord's assigns, agents, clerks, servants and visitors.
1. No sign, picture, lettering, notice or advertisement of any kind shall be
painted, taped or displayed on or from the windows, doors, roof or
outside wall of the premises. Landlord shall have the right to approve
all signs, exhibits and displays to be made by Tenant in and from common
areas of the building. All of Tenant's interior sign painting or lettering
shall be approved by Landlord and the cost thereof shall be paid by Tenant.
(See footnote #1)
2. No electric or other wires for any purpose shall be brought into the
premises without Landlord's written permission specifying the manner in
which same may be done. This shall prohibit use of hot plates (cooking) and
only approved electric percolators or coffee makers shall be permitted.
No boring, cutting or stringing of wire shall be done without Landlord's
prior written consent. Tenant shall not disturb or in any way interfere
with the electric light fixtures, and all work upon or alterations to the
same shall be done by persons authorized by Landlord.
3. Water closets and other toilet fixtures shall not be used for any purposes
other than that for which the same is intended, and any damage resulting to
same from Tenant's misuse shall be paid for by Tenant. No person shall
waste water by interfering or tampering with the faucets or otherwise.
4. No person shall disturb the occupants of this or adjoining buildings or
premises by the use of radios, television sets, loud speakers, or musical
instruments, or by making loud or disturbing noises.
5. No bicycle or other vehicle and no pets shall be allowed in offices, hall,
corridors or elsewhere in the building.
6. No floor load exceeding an average rate of 60 pounds of live load per
square foot of floor area can be allowed. Tenant's business machines and
mechanical equipment which cause vibration or noise that may be transmitted
to the building structure or to any other leased space in the building shall
be placed and maintained by Tenant in settings of cork, rubber, spring or
other types of vibration eliminators sufficient to eliminate such vibration
or noise.
7. Any safe, vault, heavy equipment, furniture, or machinery moved in or out
of the premises shall be moved in such manner and at such times as Landlord
shall in each instance approve.
May 20, 1991
<PAGE>
8. No additional lock or locks shall be placed on any door in the
building without Landlord's prior written consent. Upon the termination
of this Lease, the Tenant shall surrender to Landlord all keys to the
premises.
9. Tenant shall not install or operate any steam or gas engine or boiler
or carry on any mechanical business on said premises or use oil burning
fluids, or gasoline for heating or lighting or for any other purpose.
(See Rider G.)
10. The premises shall not be used for lodging or sleeping or for any immoral
or illegal purposes.
11. Any newspaper, magazine or other advertising done from the said premises
or referring to the said premises, Domino's Farms or Prairie House, which
in the opinion of the Landlord is objectionable, shall be immediately
discontinued upon notice from the Landlord.
12. The sidewalk, entry, passage hall and stairway shall not be obstructed
or used for any purpose other than those of ingress and egress without
the express written consent of the Landlord.
13. Window coverings other than those which may be provided by Landlord,
either inside or outside of the windows, may only be installed with the
Landlord's prior written consent, and must be furnished, installed and
maintained at the expense of the Tenant and at Tenant's risk, and must be
of such shape, color, material, quality and design as may be prescribed by
the Landlord. Tenant shall exercise reasonable care in placing furniture,
equipment, etc. in such a position as to not obstruct the windows.
14. Tenant will exercise reasonable discretion with regards to thermostat
settings within the tenant space. Acceptable temperatures for heating
will not exceed 72 degrees or fall below 68 degrees for cooling.
15. Tenant will be responsible for vending service located within the tenant
premises. Landlord will designate approved vending contractors within
the building. Tenant will coordinate vending installation with Landlord.
16. Domino's Farms Prairie House is a smoke free building; smoking of cigars,
pipes and cigarettes is not allowed inside the building.
17. Subject to the terms of the Lease between Tenant and Landlord, Landlord
will provide normal heating, ventilation and air conditioning as
reasonably required by prevailing weather conditions to the leased
premises on the following days (except legal holidays):
Monday - Friday from 8:00 a.m. to 6:00 p.m.
Saturday from 8:00 a.m. to 12:00 p.m.
Footnotes: #1 - Tenant will be permitted to provide signage for door
leading from lobby into tenant space. Such signage
must be reviewed and approved by Landlord.
<PAGE>
RIDER D
ADDENDUM TO LEASE
TENANT IMPROVEMENT ALLOWANCE
----------------------------
The tenant improvement allowance shall equal $29.25 per square foot. Any costs
in excess of this allowance, based upon construction estimates, shall be paid
by the Tenant to the Landlord according to the following payment schedule:
Fifty percent (50%) shall be deposited by Tenant with Landlord prior to
commencement of work.
Forty percent (40%) shall be paid when the project is approximately fifty
percent complete, based upon projected project costs.
The remaining ten percent (10%) shall be held until project completion, and
until a project costs compilation is prepared. At such time, the ten percent
plus any overages or minus any amount under budget will be paid to Landlord.
The Landlord shall provide cold water and sanitary to the leased space. The
cost of internal routing will be a portion of the tenant build improvements.
OPTION FOR RENEWAL
------------------
The Tenant will have an option to renew the lease for an additional period of up
to five (5) years, at a rate equal to $21.00 per square foot plus an adjustment
based upon the Consumers Price Index. Once per year for each year during the
renewal term, the rate will be adjusted based upon the Consumers Price Index.
Such increases shall not be less than three (3) percent nor more than seven (7)
percent in any one year.
If Tenant exercises said option to renew, Landlord may elect to install, at
Landlord's expense, a meter for electrical service to the Premises. In such
event, Tenant will then become responsible for monthly electrical charges based
upon actual meter readings. In the event Landlord elects not to install a
meter, then Tenant will be assessed a monthly pro rata share of electrical
charges for Phase 5.
TEMPORARY SPACE
---------------
Landlord will provide temporary office space and associated utility costs to the
Tenant at no charge, upon signing of lease, and until Commencement Date of
lease. Said space shall be approximately 1,000 square feet, and location in
building will be at discretion of Landlord based upon availablility of space.
Tenant shall be responsible for telephone, furniture, post office box, moving
charges, and all other associated costs.
<PAGE>
AMENITITES
----------
As of the Commencement Date of this Lease, the following amenities were
available to tenants in the building. Landlord does not guarantee that all will
be available at all times, and amenities are subject to change at the discretion
of the Landlord.
Ample, free parking Travel Agency
24 hour on-site security staff Fitness center
24 hour access Auto rental agency
A variety of restaurants Dry cleaners
Catering services Clothier & tailor
Conference and Meeting Rooms Sundry shop
Automated teller machine U.S. Post Office
Hair salon Child care facility
<PAGE>
RIDER E
RIGHT OF REFUSAL - Page 1
During the Initial Term and Renewal Term, if any, of this Lease, Tenant
shall have a First Right of Refusal ("Right of Refusal") to lease certain
additional space in the Building, under the following terms and conditions:
A. Space. Tenant's Right of Refusal shall apply to the approximately
2,306 square feet of rentable space on the second floor of Phase 5 of the
Building, which is located adjacent to the Premises leased hereunder, and which
is outlined on the attached floor plan.
To the greatest extent possible, Landlord will endeavor to locate
alternative space for any leasing prospects interested in approximately 2,300
square feet.
B. Exercise by Tenant. Tenant shall have the right to exercise its Right
of Refusal in the following manner: If at any time after the date hereof, the
space is vacant, and Landlord intends to let such vacant space, as evidenced by
a written proposal from Landlord (Landlord's Proposal) to a proposed lessee,
then Landlord shall give Tenant written notice of such intention (Notice of
Intent to Lease). Tenant shall have a period of ten (10) business days from the
date of receipt of such Notice of Intent to Lease to exercise its Right of
Refusal by sending written notice to Landlord of such exercise (which notice
must be received by Landlord within such ten (10) day period).
C. Refusal by Tenant. If Tenant does not exercise its Right of Refusal as
to the space covered by a Landlord's Proposal, Landlord shall be free to lease
the space pursuant to the Landlord's Proposal.
If Tenant does not exercise its Right of Refusal and the proposed lessee
does not accept the Landlord's Proposal, Tenant's Right of Refusal with respect
to such space shall be reinstated as set forth above, including, without
limitation, the right to exercise its Right of Refusal as to any subsequent
proposals to lease the space as set forth above.
D. Notices. All notices hereunder shall be sent in compliance with Section
20 of the Lease.
E. Same Lease Terms. Under the exercise of Tenant's Right of Refusal, the
space affected thereby shall be subject to all of the same terms and conditions
of this Lease (including, without limitation, the Renewal Option set forth above
and the Expiration Date) except that (i) additional rent with respect to such
space shall commence ninety (90) days after the exercise of Tenant's Right of
Refusal relating to such space, or upon taking possession of such space, if
sooner; and (ii) Base Annual Rent and Base Monthly Rent for the additional space
taken by Tenant shall be at the same rate in effect for the Premises at the time
of exercise of Tenant's Right of Refusal; and (iii) an allowance for Tenant's
build out of such space shall be given by Landlord at the rate of $28 per square
foot.
<PAGE>
RIDER E
RIGHT OF REFUSAL
[CRC]
<PAGE>
RIDER F
ATTORNMENT
----------
1. Attornment. Tenant covenants and agrees that, if by reason of default
----------
under any mortgage which may now or hereafter affect the Premises,
including, without limitation, the Mortgage and Security Agreement dated as
of March 29, 1990, between the owner of the Premises hereunder or a
successor in title or interest, as Mortgagor, and Kansallis-Osake-Pankki,
New York Branch, as Mortgagee, and any amendments, supplements or
modifications thereof (the "Mortgage"), the mortgagee thereunder enters into
and becomes possessed of the mortgaged property of which the Premises form a
part either through possession or foreclosure action or proceeding, or in
the event of the sale of the said action or proceeding, or in the event of
the sale of the said mortgaged property as a result of any action or
proceeding to foreclose said mortgage or as a result of a conveyance in lieu
of foreclosure, the Tenant will attorn to the mortgagee or such then owner
as its Landlord under this Lease, unless the mortgagee or such then owner
shall elect to terminate this Lease and the rights of the Tenant hereunder.
The Tenant agrees to execute and deliver, at any time and from time to time,
upon the request of the mortgagee or the then owner of the mortgaged
property, any instrument which may be necessary or appropriate to evidence
such attornment and the Tenant hereby appoints the mortgagee or the then
owner of the Premises the attorney-in-fact, irrevocable, of the Tenant to
execute and deliver for and on behalf of the Tenant any such instrument. The
Tenant further waives the provision of any statute or rule of law now or
hereafter in effect which may terminate this Lease or to surrender
possession of the Premises in the event of foreclosure or any proceeding is
brought by the mortgagee under any such mortgage to terminate the same, and
agrees that unless and until the mortgagee, in connection with any such
proceeding, shall elect to terminate this Lease and the rights of the Tenant
hereunder, this Lease shall not be affected in any way whatsoever by any
such proceeding.
2. Nondisturbance. Notwithstanding the provisions of Paragraph 1 above:
--------------
(a) The mortgagee or the then owner, as the case may be, shall not disturb
Tenant's use and possession of the Premises nor terminate the Lease so
long as Tenant is not in default of the terms of this Lease.
(b) In addition, the mortgagee or the then owner, as the case may be, shall
at all times during Tenant's attornment hereunder, be bound to Tenant
as Landlord under all the terms and conditions of this Lease, provided,
however, that the mortgagee or the then owner, as the case may be,
shall not be (i) liable for the act or omission of any prior landlord
under the Lease (including Landlord); (ii) subject to any offsets or
defenses which Tenant might have against any prior landlord under the
Lease (including Landlord); (iii) bound by any rent or additional rent
which Tenant might have paid for more than the current month to any
prior landlord under the Lease (including Landlord) unless such rent
or additional rent has been delivered to mortgagee or such then owner;
(iv) responsible for any security deposit which Tenant may have paid
to any landlord (including Landlord), unless such deposit has been
delivered to the mortgagee or such then owner, or (v) bound by any
modification, amendment, surrender or cancellation of the Lease made
without the prior written consent of mortgagee or the then owner.
3. No Release of Landlord. This Agreement shall not relieve Domino's Farms
----------------------
Holding Limited Partnership of any obligation as Landlord under the Lease.
<PAGE>
RIDER G
HAZARDOUS MATERIALS
-------------------
HAZARDOUS MATERIALS/TENANTS OBLIGATIONS
---------------------------------------
A. Definitions: As used in this Section, "Environmental Law" and
-----------
"Hazardous Materials" shall have the following meanings:
1. "Environmental Law" means any applicable federal, state or local
------------------
government law, rule, ordinance or regulation in effect from time
to time relating to the environment, pollution, toxic substances,
Hazardous Materials or solid and/or toxic waste disposal, including,
without limitation, the following statutes and the regulations
promulgated thereunder:
(a) Michigan Solid Waste Management Act, MCLA Section 299.401 et seq.;
------
(b) Michigan Hazardous Waste Management Act, MCLA Section 299.501
et seq.;
------
(c) Federal Resource Conservation and Recovery Act of 1976;
(d) Federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980; and
(e) Federal Superfund Amendments and Reauthorization Act of 1986.
2. "Hazardous Materials" means "Hazardous Waste" or "Hazardous Substance"
---------------------
as those terms are currently defined in the Resource Conservation and
Recovery Act of 1976, the Comprehensive Environmental Response,
Compensation Liability Act of 1980 and the Superfund Amendments and
Reauthorization Act of 1986.
B. Use of Premises. Tenant shall not cause or permit the Premises to be used
---------------
to generate, manufacture, refine, transport, treat, store, handle, dispose
of, transfer, produce or process Hazardous Materials in violation of any
Environmental Law. At all times Tenant shall use and dispose of Hazardous
Materials in compliance with all applicable Environmental Law and all
requirements and guidelines of the United States Nuclear Regulatory
Commission. Tenant shall not cause or permit, as a result of any
intentional or unintentional act or omission on the part of Tenant, a
release of Hazardous Materials onto the Premises, the Building or any area
comprising part of the Domino's Farms Prairie House Office Complex in
violation of Environmental Law. Landlord and Tenant will promptly deliver
to the other copies of all notices received from any federal, state or local
authority regarding environmental problems affecting the Premises. The
provisions hereof shall be in addition to any and all other obligations
and liabilities Tenant may have to the Landlord at law or in equity
regarding Tenant's violation of Environmental Law and shall survive
termination of this Lease and the satisfaction of all other obligations
of Tenant hereunder.
C. Presence of Hazardous Materials/Indemnity. If Hazardous Materials are
-----------------------------------------
present on or under the Premises in amounts, concentrations or in a manner
in violation of Environmental Law by reason of the acts or omissions of
Tenant or its agents, representatives, contractors, officers, directors,
employees, licensees or invitees, Tenant shall: (i) conduct and complete all
investigations, studies, sampling and testing, and all remedial, removal and
other actions necessary to clean up and remove all such Hazardous Materials
on, under, from or affecting the Premises in accordance with all applicable
Environmental Law; (ii) defend, indemnify and hold harmless Landlord, its
employees, agents, officers and directors from and against any claims,
demands, penalties, fines, liabilities, settlements, damages, costs or
expenses (including attorney's fees) of whatever kind or nature, known or
unknown, contingent or otherwise, arising out of or in any way related
to: (A) the presence, disposal, release or threatened release of any such
Hazardous Materials on, over, under, from or affecting the Premises or the
soil, water, vegetation, buildings, personal property, persons or animals
on, in, over or under the Premises; (B) any personal injury (including
wrongful death) or
<PAGE>
property damage (real or personal) arising out of or related to such
Hazardous Materials; (C) any lawsuit brought or threatened, settlement
reached or government order relating to such Hazardous Material; and/or (D)
any violation of laws, orders, regulations, requirements or demands of
government authorities, or any reasonable policies or requirements of
Landlord (and in the case Landlord's requirements of which Tenant was
provided prior written notice), which are based upon or in any way related
to such Hazardous Materials, including, without limitation, reasonable
attorney's and reasonable consultant's fees, investigation and laboratory
fees, court costs and out-of-pocket litigation expenses. In no event shall
Tenant have any liability for: (i) conditions not in existence on the day
Landlord, its successors or assigns, takes possession of the Premises from
Tenant, (ii) conditions existing prior to the date Tenant takes possession
of the Premises, or (iii) conditions aggravated or worsened (but only to the
extent so aggravated or worsened) by Landlord, or its successors, assigns or
any third party, after the date Landlord or its successors and assigns takes
such possession of the Premises. Landlord shall give Tenant prompt notice of
any claim or information of which Landlord has knowledge that is likely to
give rise to a claim for defense, indemnity or hold harmless under this
Section, and shall permit Tenant's involvement in the defense of any such
claim as reasonably requested by Tenant. Neither Landlord nor Tenant shall
settle or pay any third party claim with respect to any claim hereunder,
except upon the written approval of both Landlord and Tenant. The provisions
hereof shall be in addition to any and all other obligations and liabilities
Tenant may have to the Landlord at law or in equity and shall survive
termination of this Lease and the satisfaction of all other obligations of
Tenant hereunder.
D. Right of Inspection. Landlord, its successors and assigns shall have the
-------------------
right to inspect the Premises at any reasonable time and from time to time
upon not less than two (2) hours advance notice in order to determine
whether Hazardous Materials are being used in violation of Environmental
Law and whether Tenant is in full compliance with the terms of this Section,
but Landlord shall have no obligation to conduct such inspections. All
such inspections, including, without limitation, investigation, studies,
sampling and testing, shall be at Tenant's expense if the Premises are not
in compliance with this Section, otherwise they shall be at Landlord's
expense. Tenant is authorized to install its own security system for access
to the Premises using so-called security card devices. Tenant shall
immediately release any such security system upon notice from Landlord's
security personnel that an emergency exists requiring access to the
Premises. Inspections by Landlord under this paragraph shall not
unreasonably interfere with the operation of Tenant's business and Landlord
shall comply with Tenant's Confidentiality Requirements (as defined in
Section 17.01 of this Lease) and Tenant's reasonable requests, provided,
however, these provisions are subject to any actions reasonably necessary
to meet or ameliorate any emergency threatening serious bodily injury or
property damage.
E. Effect on Insurance. Notwithstanding anything in this Section to the
-------------------
contrary, Tenant shall not use or occupy or permit the Premises to be
used or occupied, nor do or permit anything to be done in or on the
Premises, in a manner which will in any way make void or voidable any
insurance customary for buildings or property similar to the Premises
(containing terms and conditions customary for insuring buildings or
property similar to the Premises) then in force with respect thereto,
or which will make it unreasonably difficult or impossible to obtain
fire or other insurance (containing terms and conditions customary for
insuring buildings or property similar to the Premises) carried by
Landlord with respect to the property of which the Premises is a part. If
Tenant's failure to comply with the provisions of this Section causes any
insurance premium to be higher than it would otherwise be, Tenant shall
reimburse Landlord, as additional rent, for that part of all insurance
premiums thereafter paid by Landlord which have been changed because of
Tenant's failure.
F. Reports. At reasonable intervals, and at least annually, Tenant shall
-------
provide to Landlord, at Landlord's request, a list of all Hazardous
Materials at any time used, stored, placed or brought onto the Premises
since the date of the last report furnished to Landlord with respect to
Hazardous Materials. In addition, Tenant shall provide to Landlord such
reasonable documentation as Landlord may request to review the methods
and procedures used by the Tenant in handling and disposing of any Hazardous
Materials. If Landlord determines in its reasonable judgment that any
Hazardous Material as it is being used by Tenant (taking into account the
nature of the Hazardous
<PAGE>
Material, the manner of its use and the quantities on the Premises) presents an
unreasonable hazard to, or unreasonably endangers the health, safety or welfare
of, the Building's Tenants, or any of them, Tenant shall, as appropriate, upon
written notice from Landlord cease using any such Hazardous Material on the
Premises and immediately dispose of such Hazardous Material in compliance with
all Environmental Law or appropriately modify its use thereof so as to not
render such use unreasonably hazardous or dangerous. In the event that Tenant
disputes Landlord's assessment or designation of any prohibited Hazardous
Material, the matter shall be referred to an Environmental Engineer for
decision. The decision of such Environmental Engineer shall be conclusive on the
parties (except the extent that such decision is overridden by any governmental
authority enforcing any Environmental Law). The fees of such Environmental
Engineer shall be paid by the unsuccessful party and if both parties are
partially unsuccessful, the Environmental Engineer shall apportion such fees and
expenses between the parties, based on the degree of success of each party.
HAZARDOUS MATERIALS/LANDLORD'S OBLIGATION
-----------------------------------------
A. Representations
---------------
In addition, Landlord represents, warrants and covenants to Tenant that:
1. Landlord has not, and, to Landlord's knowledge no prior owner of the
Building, tenant or prior tenant, occupant or prior occupant of the
Building has, used or permitted the release of any Hazardous Materials
on, from or affecting the Premises in any manner which violates
Environmental Law.
2. Landlord has never received any summons, citation, directive, letter,
notice or other communication, written or oral, regarding any violation
of Environmental Law affecting the Premises, and there have been no
actions commenced to Landlord's knowledge threatened by any party for
noncompliance therewith.
3. Any and all plumbing, sewer and disposal systems, and pipelines and
tanks, located upon or beneath or servicing the Premises will be
maintained in good and safe operating condition and repair and to
Landlord's knowledge are in good and safe operating condition and
repair.
If it is determined during or following the termination or expiration of the
Lease that there is a violation of Environmental Law associated with the
leased premises and the violation was not created by Tenant, its agents,
representatives, contractors, officers, directors, employees, licensees or
invitees in violation of Environmental Law then Landlord agrees to comply
with all federal, state and local laws, ordinances, rules, regulations, and
policies pertaining to such violation that are binding upon Landlord and to
take whatever safety precautions and measures are required or prescribed, at
the Landlord's expense. Landlord also agrees to defend and indemnify Tenant
and its affiliates and their respective agents, representatives,
contractors, officers, directors, employees, licensees and invitees, from
and against all obligations, liabilities, loss, costs, damages, settlement
or expenses of whatsoever kind or nature, known or unknown, contingent or
otherwise, directly or indirectly arising out of or in any way related to
any of the following caused solely by Landlord, its agents, representatives,
contractors, officers, directors, employees, licensees or invitees: (i) the
presence, disposal, release or threatened release of any Hazardous Materials
on, over, under, from or affecting the Premises or the soil, water,
vegetation, buildings, personal property, persons or animals thereon; (ii)
any personal injury (including wrongful death) or property damage (real or
personal) arising out of or related to such Hazardous Materials; (iii) any
lawsuit brought or threatened, settlement reached or government order
relating to such Hazardous Materials; and/or (iv) any violations of laws,
regulations, requirements or demands of government authorities which are
based upon or are in any way related to Hazardous Materials, including,
without limitation and in each of the foregoing cases, reasonable attorney
and consultant fees, investigation and laboratory fees, court costs and
litigation expenses. Landlord will notify Tenant in writing immediately of
any condition of which Landlord has knowledge and which involves Hazardous
Materials or violation of Environmental Law which might affect the
Premises.
<PAGE>
FIRST AMENDMENT TO LEASE
This Amendment to Lease is made the 26th day of February, 1993, by and between
----
Domino's Farms Holding Limited Partnership, a Michigan Corporation, having
offices at 24 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105 ("Landlord"),
and AASTROM Biosciences, Inc., having offices at 24 Frank Lloyd Wright Drive,
Ann Arbor, Michigan 48105 ("Tenant").
WHEREAS, Landlord and Tenant entered into a Lease commencing October 1, 1992
(the "Lease") for approximately 4,592 of usable square feet of office space in
the building commonly known as Domino's Farms Prairie House; and
WHEREAS, Tenant desires modifications to be made to the original lease; and
WHEREAS, Landlord agrees to the modifications proposed by Tenant;
NOW, THEREFORE, in consideration of the mutual covenants contained in this
First Amendment to Lease, the parties agree to the following changes:
Tenant expanded into an additional 191 square feet of usable space.
Construction of said expansion was complete and rent became effective
January 1, 1993.
Per the terms of the original Lease, Landlord will contribute Five
Thousand Three Hundred Forty Eight Dollars ($5,348) towards the
construction costs for said expansion.
The total monthly charge for rent will now be Nine Thousand Two Hundred
Ninety Dollars and Ninety Eight Cents ($9,290.98).
Per the original Lease, Tenant was to pay Landlord a Security Deposit in
the amount of $8,919.96. Said deposit was not paid as of the date of
this Amendment, and Landlord hereby waives requirement for said deposit.
IN WITNESS WHEREOF, this Amendment to Lease is executed on the 26th day of
February, 1993.
DOMINO'S FARMS HOLDING
LIMITED PARTNERSHIP
(A Michigan Corporation)
By: /s/ THOMAS R. MINICK
-----------------------
Thomas R. Minick
Its:
AASTROM BIOSCIENCES, INC.
(A Michigan Corporation)
By: /s/ R. Douglas Armstrong
-------------------------
R. Douglas Armstrong, Ph.D.
Its: President and C.E.O.
<PAGE>
[CRC]
<PAGE>
SECOND AMENDMENT TO LEASE
This Amendment to Lease is made the third day of October, 1994, by and between
DOMINO'S FARMS HOLDING LIMITED PARTNERSHIP, a Michigan Corporation, having
offices at 24 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48106 ("Landlord"),
and AASTROM BIOSCIENCES, INC. having offices at 24 Frank Lloyd Wright Drive, Ann
Arbor, Michigan 48106 ("Tenant").
WHEREAS, Landlord and Tenant entered into a Lease commencing October 1, 1992
(the "Lease") for approximately 4,592 of usable square feet of office space in
the building commonly known as Domino's Farms Prairie House; and
WHEREAS, modifications were made to the original lease on February 26, 1993
which increased the total usable square feet to 4,783 with a corresponding
increase in rent charge; and
WHEREAS, Tenant desired further modifications to be made to the original lease
and subsequent First Amendment; and
WHEREAS, Landlord agreed to the modifications proposed by Tenant;
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Second Amendment to Lease, the parties agree to the following changes:
1. Tenant expanded into the former Allstate Insurance Company suite, effective
July 12, 1993. Said suite is 750 square feet, and is further identified on
the attached floor plan. Tenant accepted space in current configuration;
Landlord painted suite, provided an allowance of $1,200 for carpet
replacement (to be arranged by Tenant), and provided an allowance of $806.30
for installation of soffit lighting (to be arranged by Tenant). No further
contribution was made by Landlord, and no further modifications to space
were made by Tenant. Based upon the necessity of relocation of Allstate
Insurance Company to allow for said expansion, Tenant agreed to pay a pro-
rated share of the unamortized tenant improvement costs initially paid by
the Landlord. A surcharge of $228.45 will be assessed each month through
May 1995 (initial term covered by this Lease agreement).
2. Tenant expanded into an additional 2,115 square feet of usable space,
located between the leased premises and the expansion space described
in Item #1 above. Construction of said space was complete and rent
became effective September 20, 1993.
Per the terms of the original Lease, Landlord contributed Fifty Nine
Thousand, Two Hundred Twenty Dollars ($59,220.00) towards the construction
costs for said expansion. Tenant contracted for and managed construction,
with approval of Landlord.
3. Tenant agreed to lease a storage room located on Level 1 of the Building.
Said room is 868 square feet, of which 728 square feet is usable by Tenant,
and is further identified on the attached floor plan. Tenant agrees to at
all times maintain a five foot (5') clear aisle to doors entering building
mechanical room east of leased storage room. Landlord agrees to provide an
allowance of $600 for installation of electrical power to said room.
Tenant, at its expense, may elect to make additional modifications to room,
and same will be coordinated with Landlord. Rent for said room will be
calculated based upon 728 square feet, at a rate of $8.00 per square foot,
and will equal $485.33 per month.
<PAGE>
4. Based upon the changes described in Item #1 and #2 above, the total
monthly charge for rent will now be based upon a total of 7,648 usable
square feet, and will equal $14,856.24. With the surcharge described in
Item #1 above, total monthly rent due for office and lab space will equal
$15,084.69. Total rent due for storage space described in Item #3 above
will equal $485.33.
5. The terms and conditions of the Lease shall remain in full force and
effect except as specifically modified herein.
IN WITNESS WHEREOF, this Second Amendment to Lease is executed on the date
set forth above.
AASTROM BIOSCIENCES, INC.
(A Michigan Corporation)
By: /s/ R. DOUGLAS ARMSTRONG
---------------------------
R. Douglas Armstrong, Ph.D.
Its: President & C.E.O.
DOMINO'S FARMS HOLDING
LIMITED PARTNERSHIP
(A Michigan Corporation)
By: /s/ THOMAS R. MINICK
---------------------------
Thomas R. Minick
Its: Vice President of Services
<PAGE>
[CRC]
<PAGE>
[CRC]
<PAGE>
THIRD AMENDMENT TO LEASE
This Amendment to Lease is made the 16th day of November, 1994, by and
----
between DOMINO'S FARMS HOLDING LIMITED PARTNERSHIP, a Michigan Corporation,
having offices at 24 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48106
("Landlord"), and AASTROM BIOSCIENCES, INC., having offices at 24 Frank Lloyd
Wright Drive, Ann Arbor, Michigan 48106 ("Tenant").
WHEREAS, Landlord and Tenant entered into a Lease commencing October 1, 1992
(the "Lease") for approximately 4,592 of usable square feet of office space
in the building commonly known as Domino's Farms Prairie House; and
WHEREAS, modifications were made to the original lease on February 26, 1993
which increased the total usable square feet to 4,783 with a corresponding
increase in rent charge (First Amendment); and further modifications were
made to the original lease on October 3, 1994 which increased the total usable
square feet to 7,648 and provided for rental of a storage room of 728 square
feet, with corresponding increases in rent charge (Second Amendment); and
WHEREAS, Tenant desires further modifications to be made to the original lease
and subsequent First and Second Amendments; and
WHEREAS, Landlord agrees to the modifications proposed by Tenant;
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Third Amendment to Lease, the parties agree to the following changes:
1. Tenant will expand into 6,723 usable square feet located across the
corridor from the existing premises, and further identified on Attachment A.
2. Modifications will be made to the expansion suite. Tenant will be
responsible for development of plans and all aspects of the construction
process. However, plans must be submitted to and approved by Landlord
prior to construction start-up.
3. $188,244 will be contributed by the Landlord to the cost of the tenant
improvements. This sum is equal to $28.00 per square foot. Further, Landlord
will bear responsibility for certain work, to include floor leveling (cement
work), installation of a fire damper, relocation of an alarm panel,
construction of the demising wall along the East wall of the expansion
suite, and installation of a major air supply duct. Upon completion of the
project, as-built drawings and a financial summary will be provided to
Landlord to detail the total scope of the project. Said improvements are
projected to be completed by November 15, 1994.
4. On or before January 1, 1995, Tenant will vacate and be released of all
responsibility for the 750 usable square feet acquired by Tenant on July
12, 1993. Said space is required by Landlord for installation of a
mechanical room. A corresponding reduction in rent will be applied, and
the monthly surcharge for said space will be discontinued.
5. For the period of November 16, 1994 through March 15, 1995, Tenant will
pay no rent for the expansion suite. However, during this time period,
Tenant will pay $7.35 per square foot ($4,117.84 per month) to be applied
to the cost of utilities, maintenance, taxes, grounds, and housekeeping
for the expansion suite.
<PAGE>
For the period from March 16, 1995 through May 31, 1995, Tenant will pay
rent for the expansion suite at the same rate provided in the initial lease
($21.00 per square foot plus $2.31 for a utility charge).
6. The Lease will expire on May 31, 1995, and via this Third Amendment,
will be extended for an additional three year term (June 1, 1995 through
May 31, 1998). From June 1, 1995 forward, the rental rate will be
considered a gross rate.
7. Effective June 1, 1995, an annual increase of three percent (3%) will be
applied to the rates for this Lease. Said rates and rents due are detailed
on Attachment B to this Amendment (Rent Payment Schedule).
8. Tenant shall have a right to terminate the Lease during the three year
extension period, in the event of any one of the following:
a.) Landlord is unable to provide acceptable space for further expansion
of the Tenant; or
b.) AASTROM Biosciences, Inc. is acquired by another company and the
company is relocated to a non-Michigan site; or
c.) Zoning or other governmental restrictions limit the Tenant from
conducting business at Domino's Farms.
In the event the Tenant elects to terminate the Lease based upon one of
the stated factors, the following shall apply:
i) Tenant shall provide Landlord with twelve (12) month written notice
of any intent to terminate.
ii) To the extent reasonable, Tenant will assist with location of a
replacement tenant. Subject to Section 16 of the Lease, Tenant may sub-
lease the Premises.
iii) Tenant will re-pay the unamortized tenant improvements stated above
($188,244.00) based upon a three year amortization schedule. Such re-
payment of unamortized tenant improvements will be made only if Tenant is
unable to find a sub-tenant and/or Landlord is unable to lease the premises
essentially "as is" within ninety (90) days following the early termination
date of Lease.
iv) The four month rent abatement will be re-paid if notice to terminate
is given within the initial eighteen months of the three year lease
extension period.
9. Tenant shall have a Second Right of Refusal for the approximately 7,590
square feet located North of and contiguous to the expansion suite.
(As of the date of this Amendment, Parke-Davis has a First Right of
Refusal for said suite.) Tenant shall have a First Right of Refusal for
the approximately 5,000 square feet located North of and contiguous to the
suite covered by the Second Right of Refusal. Said suites are further
identified on Attachment A.
Under the exercise of either Right of Refusal stated above, the terms
and conditions shall be as provided in Rider E of the Lease, with the
exception of paragraph E(iii). For any space previously unoccupied by a
Tenant and in an unfinished status, an allowance in the set amount of
$28.00 per square foot shall be provided. For any space built out and
occupied by another tenant, the Landlord would be responsible for any
negotiated
<PAGE>
relocation and associated costs. An allowance to Tenant would be
provided in the amount of $8.00 per square foot for any alterations
resulting in office space, and $12.00 per square foot for any alterations
resulting in laboratory space.
10. Tenant shall have one option to extend the lease for a term up to five
(5) years. Tenant shall notify Landlord in writing of intent to extend
at lease one hundred eighty days (180) prior to lease expiration. Rent
for such extension shall be at a rate equivalent to the rate in effect
during the last year of the lease prior to such proposed extension, with
an adjustment of three percent (3%) applied during the first and each
subsequent year of the extension.
11. The terms and conditions of the Lease shall remain in full force and
effect except as specifically modified herein.
IN WITNESS WHEREOF, this Third Amendment to Lease is executed on the
date set forth above.
AASTROM BIOSCIENCES, INC.
(A Michigan Corporation)
By: /s/ R. DOUGLAS ARMSTRONG
---------------------------
R. Douglas Armstrong, Ph.D.
Its: President and C.E.O.
DOMINO'S FARMS HOLDING
LIMITED PARTNERSHIP
(A Michigan Corporation)
By: /s/ THOMAS R. MINICK
--------------------------
Thomas R. Minick
Its: Vice President of Services
<PAGE>
[CRC]
<PAGE>
ATTACHMENT B
09-Dec-94
DOMINO'S FARMS PRAIRIE HOUSE
RENT PAYMENT SCHEDULE
AASTROM BIOSCIENCES - PHASE V
-----------------------------
OFFICE RENT STORAGE CAGE STOREROOM 1994 EXPANSION
(6,898 SQ.FT.) (64 SQ.Ft.) (728 SQ.FT.) (6,723 SQ.FT) TOTAL RENT
==============================================================================================
10/01/94 - 10/31/94 15,084.69 * 64.00 485.33 N/A 15,634.02
11/01/94 - 11/30/94 15,084.69 * 64.00 485.33 2,058.92 ** 17,692.94
12/01/94 - 12/31/94 15,084.69 * 64.00 485.33 4,117.84 ** 19,751.86
01/01/95 - 01/31/95 13,399.37 64.00 485.33 4,117.84 ** 18,066.54
02/01/95 - 02/28/95 13,399.37 64.00 485.33 4,117.84 ** 18,066.54
03/01/95 - 03/31/95 13,399.37 64.00 485.33 8,935.26 *** 22,883.96
04/01/95 - 04/30/95 13,399.37 64.00 485.33 13,059.43 27,008.12
05/01/95 - 05/31/95 13,399.37 64.00 485.33 13,059.43 27,008.12
06/01/95 - 06/30/95 13,801.75 64.00 499.89 13,451.60 27,817.24
07/01/95 - 07/31/95 13,801.75 64.00 499.89 13,451.60 27,817.24
08/01/95 - 08/31/95 13,801.75 64.00 499.89 13,451.60 27,817.24
09/01/95 - 09/30/95 13,801.75 64.00 499.89 13,451.60 27,817.24
10/01/95 - 10/31/95 13,801.75 64.00 499.89 13,451.60 27,817.24
11/01/95 - 11/30/95 13,801.75 64.00 499.89 13,451.60 27,817.24
12/01/95 - 12/31/95 13,801.75 64.00 499.89 13,451.60 27,817.24
01/01/96 - 01/31/96 13,801.75 64.00 499.89 13,451.60 27,817.24
02/01/96 - 02/28/96 13,801.75 64.00 499.89 13,451.60 27,817.24
03/01/96 - 03/31/96 13,801.75 64.00 499.89 13,451.60 27,817.24
04/01/96 - 04/30/96 13,801.75 64.00 499.89 13,451.60 27,817.24
05/01/96 - 05/31/96 13,801.75 64.00 499.89 13,451.60 27,817.24
06/01/96 - 06/30/96 14,215.63 64.00 515.06 13,854.98 28,649.67
07/01/96 - 07/31/96 14,215.63 64.00 515.06 13,854.98 28,649.67
08/01/96 - 08/31/96 14,215.63 64.00 515.06 13,854.98 28,649.67
09/01/96 - 09/30/96 14,215.63 64.00 515.06 13,854.98 28,649.67
10/01/96 - 10/31/96 14,215.63 64.00 515.06 13,854.98 28,649.67
11/01/96 - 11/30/96 14,215.63 64.00 515.06 13,854.98 28,649.67
12/01/96 - 12/31/96 14,215.63 64.00 515.06 13,854.98 28,649.67
01/01/97 - 01/31/97 14,215.63 64.00 515.06 13,854.98 28,649.67
02/01/97 - 02/28/97 14,215.63 64.00 515.06 13,854.98 28,649.67
03/01/97 - 03/31/97 14,215.63 64.00 515.06 13,854.98 28,649.67
04/01/97 - 04/30/97 14,215.63 64.00 515.06 13,854.98 28,649.67
05/01/97 - 05/31/97 14,215.63 64.00 515.06 13,854.98 28,649.67
06/01/97 - 06/30/97 14,641.01 64.00 530.23 14,269.57 29,504.80
07/01/97 - 07/31/97 14,641.01 64.00 530.23 14,269.57 29,504.80
08/01/97 - 08/31/97 14,641.01 64.00 530.23 14,269.57 29,504.80
09/01/97 - 09/30/97 14,641.01 64.00 530.23 14,269.57 29,504.80
10/01/97 - 10/31/97 14,641.01 64.00 530.23 14,269.57 29,504.80
11/01/97 - 11/30/97 14,641.01 64.00 530.23 14,269.57 29,504.80
12/01/97 - 12/31/97 14,641.01 64.00 530.23 14,269.57 29,504.80
01/01/98 - 01/31/98 14,641.01 64.00 530.23 14,269.57 29,504.80
02/01/98 - 02/28/98 14,641.01 64.00 530.23 14,269.57 29,504.80
03/01/98 - 03/31/98 14,641.01 64.00 530.23 14,269.57 29,504.80
04/01/98 - 04/30/98 14,641.01 64.00 530.23 14,269.57 29,504.80
05/01/98 - 05/31/98 14,641.01 64.00 530.23 14,269.57 29,504.80
==============================================================================================
* 1994 OFFICE RENT BASED ON 7,648 SQ. FT. AND INCLUDES THE
ALLSTATE SURCHARGE OF $228.00.
** CAM EXPENSES ONLY - EFFECTIVE 11/16/94
*** CAM EXPENSES AND RENT PRO-RATED TO REFLECT CHANGE EFFECTIVE
ON THE 16TH.
<PAGE>
RENTAL AGREEMENT FOR STORAGE SPACE
1. AASTROM BIOSCIENCES, INC. agrees to rent Storage Unit #13, located on
Level 1 of Prairie House, effective March 15, 1993. It is understood that
rental is on a monthly basis, and can be terminated by either Landlord or
Tenant with thirty (30) days written notice.
2. Rent for the period from March 15 through March 31, 1993 is $32.00. Rent for
a full calendar month is $64. Rate is $12 per square foot, based upon 64 square
feet (8' x 8'). The Tenant will be invoiced on a monthly basis, and rent shall
be due on the first day of each month.
3. No security deposit is required, and a key request form must be submitted to
the Control Center for access to the unit. Responsibility for any keys issued
is solely the responsibility of the tenant.
4. The unit will be used only for the storage of property, and will not be used
to store any edible, flammable, explosive, toxic or dangerous materials.
However, Landlord acknowledges that Tenant may store hazardous materials in said
unit, and Tenant agrees that any hazardous materials shall at all times be
stored in appropriate containers. The unit will never be intentionally damaged,
and rubbish will be disposed of in appropriate containers. Access will be only
during normal business hours. No alterations will be made to the unit.
5. Signature below indicates an understanding that Landlord is only renting
space, and will bear no responsibility for damage or loss to personal property
contained within said space. It is an option for the Tenant to secure and
purchase property insurance through an independent agent.
6. This rental agreement is independent and separate from any other lease the
undersigned may have with respect to other space at the Domino's Farms complex.
/s/ R. DOUGLAS ARMSTRONG
-------------------------
For Tenant
/s/ MARGARET PARKINSON
-------------------------
For Landlord
<PAGE>
FOURTH AMENDMENT TO LEASE
This Amendment to Lease is made this 29th day of July, 1996, by and between
DOMINO'S FARMS HOLDING LIMITED PARTNERSHIP, a Michigan Corporation, having
offices at 24 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48106 ("Landlord"),
and AASTROM BIOSCIENCES, INC., a Michigan Corporation, having offices at 24
Frank Lloyd Wright Drive, Ann Arbor, Michigan 48106 ("Tenant").
WHEREAS, Landlord and Tenant entered into a Lease commencing October 1, 1992
(the "Lease") for approximately 4,592 of usable square feet of office space in
the building commonly known as Domino's Farms Prairie House; and
WHEREAS, modifications were made to the original lease on February 26, 1993
which increased the total usable square feet to 4,783 with a corresponding
increase in rent charge (First Amendment); and further modifications were made
to the original lease on October 3, 1994 which increased the total usable square
feet to 7,648 and provided for rental of a storage room of 728 square feet, with
corresponding increases in rent charge (Second Amendment); and further
modifications were made to the original lease on November 16, 1994 which
increased the total usable square feet to 14,371 with a corresponding increase
in rent charge (Third Amendment); and
WHEREAS, Tenant desires further modifications to be made to the original lease
and subsequent First, Second and Third Amendments; and
WHEREAS, Landlord agrees to the modifications proposed by Tenant;
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Fourth Amendment to Lease, the parties agree to the following changes:
1. Tenant will expand into 5,510 usable square feet, which is further
identified on Attachment A.
2. Modification will be made to the expansion suite. Tenant will be responsible
for development of plans and all aspects of the construction process.
However, plans must be submitted to and approved by Landlord prior to
construction start-up. Upon project completion, Tenant must furnish Landlord
with complete set of "as-built" drawings and a financial summary which
details the total scope of the project.
3. $66,668.00 will be contributed by the Landlord to the cost of the tenant
improvements. Further, Landlord will bear responsibility for certain work,
to include floor leveling (cement work), installation of two fire dampers,
construction of the
<PAGE>
demising wall along the North wall of the expansion suite, removal of storm
conductor, removal of double doors on West wall and installation of glass to
match building standard, and upgrade of patio area on West side of suite.
The tenant improvement allowance provided by the Landlord shall be
calculated as follows:
2,550 square feet $17.60 per square foot $44,880.00
1,568 square feet $ 9.43 per square foot $14,786.24
1,392 square feet $ 5.03 per square foot $ 7,001.76
----------------- ----------
5,510 square feet $66,668.00
4. Rent will commence on August 1, 1996 and shall run current with existing
Lease term which will expire on May 31, 1998.
5. An annual increase of three percent (3%) will be applied to the rates for
this Lease. Said rates are as follows:
8/1/96 to 5/31/97 $24.73 per square foot
6/1/97 to 5/31/98 $25.47 per square foot
A portion of the proposed expansion space is considered to be somewhat less
desirable than usual, due to interior location or lower than normal ceiling
height. Such areas amount to 2,808 square feet, and are further defined on
Attachment B. Rental rate for same shall be as follows:
8/1/96 to 5/31/97 $18.00 per square foot
6/1/97 to 5/31/98 $18.54 per square foot
Tenant currently occupies two (2) storage cages located on Level One in
close proximity to the dock. Rental rate for same shall remain at a flat
rate of $12.00 per square foot.
Cage #1 $ 64.00 per month
Cage #2 $336.00 per month
Tenant currently occupies a 728 square foot storage room located on Level
One of the building. Rental rate for same shall increase at a rate of three
percent (3%) per year as follows:
<PAGE>
8/1/96 to 5/31/97 $8.49 per square foot
6/1/97 to 5/31/98 $8.74 per square foot
6. Tenant shall have a right to terminate the Lease during the remaining lease
term, in the event of any one of the following:
a) Landlord is unable to provide reasonably acceptable space for further
expansion of the Tenant; or
b) AASTROM Biosciences, Inc. is acquired by another company and the
company is relocated to a non-Michigan site; or
c) Zoning or other governmental restrictions limit Tenant from conducting
business at Domino' Farms.
In the event the Tenant elects to terminate the Lease based upon one of
the above stated factors, the following shall apply:
i) Tenant shall provide Landlord with twelve (12) month written notice of
any intent to terminate.
ii) To the extent reasonable, Tenant will assist with location of a
replacement tenant. Subject to Section 16 the Lease, Tenant may sub-
lease the Premises.
iii) In addition to the financial obligation defined in 8(iii) of the Third
Amendment to Lease, the tenant will re-pay the unamortized tenant
improvements stated above ($66,668.00) based upon a two year
amortization schedule. Such repayment of unamortized tenant
improvements will be made only if Tenant is unable to find a subtenant
and/or Landlord is unable to lease the premises essentially "as is"
within ninety (90) days following the early termination date of Lease.
7. Tenant shall have a First Right of Refusal for the approximately 10,000
square feet located North of and contiguous to the suite covered by this
amendment.
Under the exercise of the Right of Refusal stated above, the terms and
conditions shall be as provided in Rider E of the Lease, with the exception
of paragraph E(iii). For any space previously unoccupied by a Tenant and in
an unfinished status, an allowance in the set amount of $28.00 per square
foot shall be provided. For any space built out and occupied by
another tenant, the Landlord would be responsible for any negotiated
relocation and associated costs. An allowance to Tenant would be
<PAGE>
provided in the amount of $8.00 per square foot for any alterations
resulting in office space, and $12.00 per square foot for any alterations
resulting in laboratory space. All such allowances are based upon a five (5)
year lease term.
Additionally, Tenant shall have a First Right of Refusal for the suite
located on Level 3, between Lobby K and Lobby L, and directly above Tenant's
premises. Any Tenant improvement allowance would depend on the proposed
alterations to the suite and length of lease term.
8. Tenant shall retain one option to extend the Lease for a term up to five (5)
years, in whole or in part. Tenant shall notify Landlord in writing of
intent to extend at least one hundred eighty (180) days prior to Lease
expiration. Rent for such extension shall be at a rate equivalent to the
rate in effect during the last year of the Lease prior to such proposed
extension, with an adjustment of three percent (3%) applied during the first
and each subsequent year of the extension.
9. The terms and conditions of the Lease shall remain in full force and effect
except as specifically modified herein.
IN WITNESS WHEREOF, this Fourth Amendment to Lease is executed on the date set
forth above.
AASTROM BIOSCIENCES, INC.
(A Michigan Corporation)
By: /s/ Todd E. Simpson
---------------------------------
Its: Vice President - Financial
Administrator, Chief Financial
Officer
-------------------------------
DOMINO'S FARMS HOLDING LIMITED
PARTNERSHIP
(A Michigan Corporation)
By: /s/
---------------------------------
Its:
--------------------------------
<PAGE>
[ATTACHMENT A BLUEPRINT APPEARS HERE]
<PAGE>
[ATTACHMENT B BLUEPRINT APPEARS HERE]
<PAGE>
DOMINO'S FARMS PRAIRIE HOUSE
RENT PAYMENT SCHEUDLE
STORAGE STORE 1994 1994
OFFICE RENT CAGE ROOM EXPANSION EXPANSION
(6,695 sq. ft) (64 sq. ft.) (728 sq. ft.) (6,723 sq ft.) (5,510 sq. ft) TOTAL RENT
======================================================================================================================
10/01/94 - 10/31/94 15,084.69* 64.00 485.33 -- -- 15,834.02
11/01/94 - 11/30/94 15,084.60* 64.00 485.33 2,058.92** -- 17,692.94
12/01/94 - 12/31/94 15,084.89* 64.00 485.33 4,117.84** -- 19,751.88
01/01/95 - 01/31/95 13,399.87 64.00 485.33 4,117.84** -- 18,066.54
02/01/95 - 02/28/95 13,389.37 64.00 485.33 4,117.84** -- 18,066.54
03/01/95 - 03/31/95 13,399.87 64.00 485.33 8,838.26*** -- 22,883.98
04/01/95 - 04/30/95 13,399.87 64.00 485.33 13,059.49 -- 27,006.18
05/01/95 - 05/31/95 13,399.87 64.00 485.33 13,059.43 -- 27,006.13
06/01/95 - 06/30/95 13,001.75 64.00 499.89 13,451.60 -- 27,817.24
---------------------------------------- ----------------------------
576.00 4,382.53 62,916.16 -- 193,929.36
07/01/95 - 07/31/95 13,801.75 64.00 499.89 13,451.60 -- 27,817.24
08/01/95 - 08/31/95 13,801.75 64.00 499.89 13,451.60 -- 27,817.24
09/01/95 - 09/30/95 13,801.75 64.00 499.89 13,451.60 -- 27,817.24
10/01/95 - 10/31/95 13,801.75 64.00 499.89 13,451.60 -- 27,817.24
11/01/95 - 11/30/95 13,801.75 64.00 499.89 13,451.60 -- 27,817.24
12/01/95 - 12/31/95 13,801.75 64.00 499.89 13,451.60 -- 27,817.24
01/01/96 - 01/31/96 13,801.75 64.00 499.89 13,451.60 -- 27,817.24
02/01/96 - 02/29/96 13,801.75 64.00 499.89 13,451.60 -- 27,817.24
03/01/96 - 03/31/96 13,801.75 64.00 499.89 13,451.60 -- 27,817.24
04/01/96 - 04/30/96 13,801.75 64.00 499.89 13,451.60 -- 27,817.24
05/01/96 - 05/31/96 13,801.75 64.00 499.89 13,451.60 -- 27,817.24
06/01/96 - 06/30/96 14,215.83 64.00 515.06 13,854.98 -- 28,849.87
---------------------------------------- ----------------------------
768.00 6,013.85 161,822.58 -- 334,639.31
07/01/96 - 07/31/96 14,215.63 64.00 515.06 13,854.98 -- 28,649.67
08/01/96 - 08/31/96 14,215.63 64.00 515.06 13,854.98 9,780.37 38,430.04
09/01/96 - 09/30/96 14,215.63 64.00 515.06 13,854.98 9,780.37 38,430.04
10/01/96 - 10/31/96 14,215.63 64.00 515.06 13,854.98 9,780.37 38,430.04
11/01/96 - 11/30/96 14,215.63 64.00 515.06 13,854.98 9,780.37 38,430.04
12/01/96 - 12/31/96 14,215.63 64.00 515.06 13,854.98 9,780.37 38,430.04
01/01/97 - 01/31/97 14,215.63 64.00 515.06 13,854.98 9,780.37 38,430.04
02/01/97 - 02/28/97 14,215.63 64.00 515.06 13,854.98 9,780.37 38,430.04
03/01/97 - 03/31/97 14,215.63 64.00 515.06 13,854.98 9,780.37 38,430.04
04/01/97 - 04/30/97 14,215.63 64.00 515.06 13,854.98 9,780.37 38,430.04
05/01/97 - 05/31/97 14,215.63 64.00 515.06 13,854.98 9,780.37 38,430.04
06/01/97 - 06/30/97 14,641.01 64.00 530.23 14,269.57 10,073.35 39,578.16
---------------------------------------- ----------------------------
768.00 6,195.89 166,874.35 107,877.05 452,528.23
07/01/97 - 07/31/97 14,641.01 64.00 530.23 14,269.57 10,073.35 39,578.16
08/01/97 - 08/31/97 14,641.01 64.00 530.23 14,269.57 10,073.35 39,578.16
09/01/97 - 09/30/97 14,641.01 64.00 530.23 14,269.57 10,073.35 39,578.16
10/01/97 - 10/31/97 14,641.01 64.00 530.23 14,269.57 10,073.35 39,578.16
11/01/97 - 11/30/97 14,641.01 64.00 530.23 14,269.57 10,073.35 39,578.16
12/01/97 - 12/31/97 14,641.01 64.00 530.23 14,269.57 10,073.35 39,578.16
01/01/98 - 01/31/98 14,641.01 64.00 530.23 14,269.57 10,073.35 39,578.16
02/01/98 - 02/28/98 14,641.01 64.00 530.23 14,269.57 10,073.35 39,578.16
03/01/98 - 03/31/98 14,641.01 64.00 530.23 14,269.57 10,073.35 39,578.16
04/01/98 - 04/30/98 14,641.01 64.00 530.23 14,269.57 10,073.35 39,578.16
05/01/98 - 05/31/98 14,641.01 64.00 530.23 14,269.57 10,073.35 39,578.16
---------------------------------------- ----------------------------
704.00 5,892.83 186,988.27 110,806.85 436,359.76
* 1994 Office Rental based on 7,648 sq. ft. and includes the Allstate
surcharge of $228.00
** CAM expenses only - Effective 11/16/94
*** CAM expenses and rent pro-rated to reflect change effective on the 16th.