Maryland-Rockville-9640 Medical Center Drive Lease - Red Gate III LP and EntreMed Inc.
LEASE AGREEMENT
THIS LEASE AGREEMENT, made this 10TH day of June, 1998 by and between RED
GATE III LIMITED PARTNERSHIP ("LANDLORD") and ENTREMED, INC. ("TENANT").
W I T N E S S E T H:
1. DEMISE OF PREMISES
Landlord hereby demises unto Tenant, and Tenant hereby leases from
Landlord for the terms and upon the conditions set forth in this Lease
46,267 square feet of space in the building located at 9640 Medical
Center Drive, Shady Grove Road, Rockville, Maryland 20850 (the
"Building"), all as set forth on Exhibit A and Exhibit B, hereto
attached, said space being referred to as the "Premises."
2. TERM
The term of this Lease shall be for a period of 10 years, commencing on
the 1st day of November, 1998, and terminating on the 31st day of
October, 2008, with two additional 5 year options on the same terms and
conditions in this Lease, provided that Tenant shall have given the
Landlord written notice of Tenant's intention to do so at least six (6)
months prior to the expiration of this Lease and that Tenant is not in
default under this Lease.
In the event the Landlord is not able to deliver possession of the
Premises to Tenant on the date this Lease is to commence because
Landlord has not fully completed the Landlord's Work as set forth on
Exhibit A, the commencement date shall be extended to the date said Work
is completed and the expiration date shall be similarly extended.
The date of delivery of the Premises by Landlord to Tenant shall be that
date on which all required improvements to be furnished by Landlord as
stated in Exhibit "A" have been substantially completed except for punch
list items and the occupancy certificate has been issued. Rent shall be
pro-rated for any portion of the initial month in which Tenant is
required to commence rental payments hereunder, which does not commence
with the first day thereof as set forth below.
Occupancy of the 46,267 square feet will occur in four phases, i.e. by
floor. Rent for each floor will commence when occupancy certificates are
issued for laboratories and offices. The Lease commences upon issuance
of the occupancy certificate for the third floor with rental to be paid
hereunder on a pro-rated basis in accordance with Exhibit B attached
hereto.
At any time prior to delivery of possession of the Premises, Tenant
shall have the right to enter upon the Premises for the purpose of
taking measurements and for completing Tenant's construction of
improvements, provided such entry does not unreasonably interfere with
or obstruct the progress of work being done by the Landlord.
3. RENT
The Tenant shall pay to the Landlord an annual rental (herein called
"Minimum Rent") in the amount of SEVEN HUNDRED EIGHTY SIX THOUSAND FIVE
HUNDRED THIRTY NINE and NO/100 DOLLARS ($786,539.00), subject to
adjustment as hereinafter set forth, payable without deduction or set
off in equal monthly installments of SIXTY FIVE THOUSAND FIVE HUNDRED
FORTY FOUR and 92/100 DOLLARS ($65,544.92) per month in advance, the
first installment of which is due and payable when occupancy
certificates are issued; all subsequent installments due and payable on
the first day of each calendar month thereafter during the term of the
Lease until the total rent provided for herein is paid. No payment by
Tenant or receipt of Landlord of a lesser amount than a monthly
installment of rent herein stipulated, or endorsement or statement on
any check or any letter accompanying any check for payment as rent be
deemed an accord and satisfaction, and Landlord may accept such check
for payment without prejudice to Landlord's right to recover the balance
of such rent or pursue any other remedy provided for in this Lease. (See
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Exhibit B for rent rate details).
4. ADJUSTMENT OF MINIMUM RENT
The Minimum Rent shall be increased at the end of each lease year during
the term hereby by three percent (3%) of the rent then being paid. There
shall be no additional pass-throughs of increases in operating expenses
except for real estate taxes or as otherwise provided for herein.
5. REAL ESTATE TAXES
In the event the real estate taxes levied or assessed against the land
and Building on which the Premises are a part in future tax years are
greater than the real estate taxes for the Base Year, the Tenant shall
pay within thirty (30) days after submission of the bill to Tenant for
the increase in real estate taxes, as additional rent, a proportionate
share of such increase, which proportionate share shall be computed at
100 % of the increase in taxes, but shall exclude any fine, penalty, or
interest charge for late or non-payment of taxes by Landlord. The Base
Year shall be July 1, 1998 to June 30, 1999.
6. UTILITIES
Tenant shall be responsible for the payment of all utilities used or
consumed by the Tenant in and upon the Premises. Electric, Gas, and
Water shall be separately metered by Landlord. In the event any utility
service to the Premises shall be interrupted for a period of more than
two (2) days due to the negligence or willful misconduct of Landlord,
its agents or servants, the Minimum and Additional Rent shall abate
until such services are fully rendered.
Landlord shall not be liable to Tenant for any damage or inconvenience
caused by the cessation or interruption of any utility service, or the
elevators in the Building, occasioned by fire, accident, strike or other
cause beyond Landlord's control.
7. USE OF PREMISES
Tenant shall use the Premises only for Offices and Laboratories purposes
including animal facilities and pilot production facilities, and for no
other purpose, except as approved by Landlord in advance, in writing,
which approval shall not be unreasonably withheld. Tenant shall not make
any use of the Premises which would disturb the quiet enjoyment of the
Landlord or other tenants in the Building or prejudice or increase the
fire insurance premiums for the Building, and shall comply with all laws
and regulations of all governmental authorities pertaining to Tenant's
use of Premises.
8. WASTE REMOVAL
Tenant shall be responsible for removal of waste generated by Tenant's
operation and direct payment for same. This includes waste service fees
levied by local jurisdictions.
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9. HAZARDOUS MATERIALS
Tenant shall be permitted to store Hazardous Materials on the Premises
and shall comply with all laws and regulations of all governmental
authorities pertaining to Tenant's use of the Premises, including,
without limitation, all Environmental Laws (as hereinafter defined) and
laws pertaining to Hazardous Materials and Air and Water Quality. The
term "Hazardous Materials" means and includes any petroleum products
and/or any hazardous toxic or other dangerous waste, substance or
material defined as such in the Environmental Laws. The term
"Environmental Laws" means the Comprehensive Environmental Response,
Compensation and Liability Act, any "Superfund" or "Superlien" law, or
any other federal, state or local statute, law, ordinance, code,
regulation, order or decree regulating, relating to, or imposing
liability or standards of conduct concerning the use or storage of
Hazardous Materials. All such materials must be completely removed upon
expiration of this Lease, and any de-contamination certificates required
by the Landlord or any government authority must be obtained and
delivered to the Landlord.
Tenant shall obtain and maintain, in full force and effect, all
necessary government licenses, permits and approvals legally required
for materials used in the conduct of its business. If the presence of
any Hazardous Materials on the Premises caused or permitted by Tenant
results in any contamination of the Premises or any portion of the
Building or Common Areas, Tenant shall promptly take all actions, at its
sole expense, necessary to return the Premises to the condition existing
prior to the introduction of such Hazardous Materials, provided that all
such actions shall be subject to the approval of Landlord, which
approval shall not be unreasonably withheld.
At the Commencement Date of the Lease and on January 15 of each year
thereafter, Tenant shall disclose to Landlord the names and amounts of
all Hazardous Materials which are to be stored, used or disposed of on
the Premises.
Any Hazardous Materials stored or used on the Premises must not in any
way prejudice the Landlord's insurance or increase the fire hazards to a
greater extent than necessarily incident to the business for which the
Premises are leased.
10. LATE CHARGE
If any installment of rent accruing hereunder or any other sums payable
hereunder shall not be paid within thirty (30) days after written notice
to Tenant, such installment and other sums shall be increased without
affecting the Landlord's other rights under this Lease, by a late charge
of five percent (5%) of the delinquent installment.
11. REPAIRS AND MAINTENANCE
Landlord shall be responsible for all structural repairs, including
repairs to the structure, foundation, roof, exterior walls, exterior
doors, glazing systems and load-bearing walls of the Building, for
maintaining the parking area and sidewalks, and the Common Areas (as
hereinafter defined) in the Building. Landlord shall also be responsible
for repairing damage to non load-bearing walls caused by structural
defects. Landlord will provide elevator maintenance service and service
to building core electric, fire protection and plumbing. The Tenant
shall be responsible for the maintenance and repair of the Premises and
all fixtures, appliances and equipment therein, including, but not
limited to, the Heating and Air Conditioning system. Landlord will pay
for major Heating and Air Conditioning component replacement and all
repairs to the heating and air conditioning system in excess of Two
Hundred Fifty Dollars ($250.00) per occurrence/ per Heating and Air
Conditioning unit. Tenant shall also provide its own char service.
Landlord will repair and replace any glass breakage, provided it is not
the result of the Tenant's willful or negligent act. Tenant, at its sole
expense, shall keep all Tenant fixtures and equipment in the Premises in
safe and sanitary condition and good working order and repair, together
with related plumbing, electrical or other utility service, whether
installed by Tenant or by Landlord on Tenant's behalf. Tenant shall pay
for all damage to the Building and any fixtures and appurtenances
related thereto due solely to the malfunction, lack of repair, or
improper installation of the Tenant's fixtures and equipment.
Landlord warrants that the HVAC system will maintain at a temperature of
74(Degrees)F +/- 3(Degrees)F in the summer and 72(Degrees)F +/-
3(Degrees)F in the winter. Based on original equipment loads by Tenant,
the Landlord
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also warrants that the relative humidity in the Premises will be no
higher than 50% during summer months. Exceptions to these conditions
may occur in Tenant's cage wash area(s).
12. COMMON AREAS
Landlord will regularly maintain live plants in the atrium and maintain
external building lights. Landlord is responsible for maintaining common
areas, landscaping, external window cleaning and snow removal at
Landlord's expense.
13. LANDLORD'S WORK PRIOR TO COMMENCEMENT OF TERM
Landlord shall make the following improvements to the Premises prior to
the commencement of the term of the Lease:
(a) Construction in accordance with Exhibit A.
14. TENANT ALTERATIONS
All alterations, improvements, or additions to the demised Premises to
be made by Tenant shall be subject to the written consent of the
Landlord, which consent shall not be unreasonably withheld, provided
such alterations and improvements do not weaken the structural integrity
of the Building or detract from its dignity and/or uniformity. All
alterations and improvements and/or additions made by Tenant shall
remain upon the Premises at the expiration or earlier termination of
this Lease and shall become the property of the Landlord, unless
Landlord shall, at the time of approval of the alteration, provide
written notice to Tenant to remove the same, in which event Tenant
shall, at the expiration or earlier termination of this Lease, remove
such alterations, improvements and/or additions, and restore the
Premises to the same order and condition in which it was at the
commencement of this Lease, reasonable wear and tear and unavoidable
casualty excepted. Should Tenant fail to do so, Landlord may do so,
collecting the reasonable cost and expense thereof from Tenant as
additional rent.
15. TRADE FIXTURES
All trade fixtures, telephone equipment, and apparatus installed by
Tenant in the Premises shall remain the property of Tenant and shall be
removed at the expiration or earlier termination of this Lease and, upon
such removal, Tenant shall repair any damage caused by the removal and
shall promptly restore the Premises to their same order and condition in
which it was at the commencement of this Lease, reasonable wear and tear
and unavoidable casualty excepted. Any such trade fixture not removed
prior to such termination shall be considered abandoned property, but
such abandonment shall not release Tenant of its obligation to pay for
the cost of removing such trade fixtures and repairing any damage caused
by the removal.
16. QUIET ENJOYMENT
Landlord covenants that, upon payment of the rent herein provided and
performance by the Tenant of all other covenants herein contained,
Tenant shall and may peaceably and quietly have, hold and enjoy the
Premises for the term hereof and options.
17. SURRENDER OF PREMISES
Upon the expiration or termination of this Lease, Tenant shall quit and
surrender the Premises to the Landlord. Tenant shall restore the
Premises to substantially the same order and condition in which it was
at the commencement of this Lease, reasonable wear and tear and
unavoidable casualty excepted, except as modified with Landlord's
approval as stipulated in Paragraph 14.
18. INSURANCE
Tenant covenants and agrees to maintain and carry, at all times during
the term of this Lease, in companies qualified and authorized to
transact business in the State of Maryland, general liability insurance
in amounts of $500,000.00 per person, $1,000,000.00 per occurrence and
$100,000.00 for damage to property on the Premises or arising out of the
use thereof by Tenant or its agents. All policies of insurance shall
provide that they may not be canceled, except on thirty (30) days
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written notice to Landlord, and all such policies shall name Landlord as
an additional insured.
Prior to commencement, Tenant shall furnish Landlord with satisfactory
proof that the insurance herein provided for is at all times in full
force and effect. If either party hereto is paid any proceeds under any
policy of insurance naming such party as an insured on account of any
loss, damage or liability, then such party hereby releases the other
party to (and only to) the extent of the amount of such proceeds, from
any and all liability for such loss or damage, notwithstanding negligent
or intentionally tortuous act or omission of the other party, its agents
or employees; provided, such release shall be effective only as to a
loss of damage occurring while the appropriate policy of insurance of
the releasing party provides that such release shall not impair the
effectiveness of such policy or the insured's ability to recover
thereunder. Each party hereto shall use reasonable efforts to have a
clause to such effect included in its said policies, and shall promptly
notify the other in writing if such clause cannot be included in any
such policy.
19. INDEMNIFICATION
Tenant shall indemnify and hold harmless the Landlord from, and name
LANDLORD as additional insured on policy regarding, any and all
liability, damage, expense, cause of action, or claims arising out of
injury to persons or to property on the Premises, except for the
negligence or willful misconduct of Landlord, its agents, employees, or
servants.
20. DAMAGE BY FIRE OR CASUALTY
If the Premises are damaged by fire or other casualty, but are not
thereby rendered untenantable in whole or in part, Landlord, at it's own
expense, and subject to the limitations set forth in this Lease, shall
cause such damage to be repaired and the Minimum Rent and Additional
Rent shall not be abated. If, by reason of any damage or destruction,
the Premises shall be rendered untenantable in whole or in part and
cannot be repaired and made tenantable within sixty (60) days after such
damage: (i) Landlord, at its option and its own expense, may cause the
damage to be repaired and the Minimum Rent and Additional Rent shall be
abated proportionately as to the portion of the Premises rendered
untenantable while it is untenantable; or (ii) Landlord shall have the
right, to be exercised by notice in writing delivered to tenant within
thirty (30) days of the occurrence of such damage or destruction, to
terminate this Lease, whereupon the Minimum Rent and Additional Rent
shall be adjusted as of the date of such termination. Landlord shall
provide Tenant with back-up space if available in another Landlord
building.
21. ASSIGNMENT OR SUBLETTING
Tenant acknowledges that Landlord has entered into this Lease because of
Tenant's financial strength, goodwill, ability and expertise and that
accordingly, this lease is personal to Tenant. Taking this into
consideration, tenant shall not assign, mortgage, sublet, pledge or
encumber this Lease, in whole or in part, except with the written
consent of the Landlord, which shall not be unreasonably withheld or
delayed. Tenant agrees that, in the event of any such assignment or
subletting, Tenant shall nevertheless remain liable for the performance
of all terms, covenants, and conditions of this Lease.
22. SUBORDINATION AND ATTORNMENT
This Lease shall be subject to and subordinate at all times to the lien
of any mortgage and/or deeds of trust and all land leases now or
hereafter made on any portion of the Premises, and to all advances
thereunder, provided the mortgagee or trustee named in said mortgage or
deed of trust shall agree to recognize this Lease and agrees, in the
event of foreclosure, not to disturb the Tenant's possession hereunder,
provided Tenant is not in default under this Lease. This subordination
shall be self-operative and no further instrument of subordination shall
be required.
If any proceedings are commenced to foreclose any mortgage or deed of
trust encumbering the Premises, Tenant agrees to attorn to the purchaser
at the foreclosure sale, if requested to do so by any such purchaser,
and to recognize such purchaser as the Landlord under this Lease,
provided purchaser shall agree that Tenant's rights hereunder shall not
be disturbed so long as Tenant has not committed any event of default as
to which the applicable cure period has not expired. Further, the
purchaser at a foreclosure sale as Landlord will be liable for all
terms, covenants and conditions of this Lease.
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23. CONDEMNATION
(a) If the whole of the Premises shall be taken by any public or
quasi-public authority under the power of eminent domain,
condemnation or conveyance in lieu thereof, then this Lease
shall terminate as of the date on which possession of the
Premises is required to be surrendered to the condemning
authority and the Tenant shall have no claim against Landlord or
the condemning authority for the value of the unexpired term of
this Lease. Tenant shall have the right to claim, however, the
unamortized cost of any improvements or additions made to the
Premises by Tenant at its cost, the value of any Tenant
fixtures and furnishings and any moving expenses.
(b) If a portion of the Premises shall be so taken or conveyed, and
if such partial taking or conveyance shall render the Premises
unsuitable for the business of the Tenant, then the term of this
Lease shall cease and terminate as of the date on which
possession of the portion of the Premises is surrendered to the
condemning authority, and Tenant shall have no claim against
Landlord or the condemning authority for the value of any
unexpired term of this Lease.
In the event such partial taking or conveyance is not extensive
enough to render the Premises untenantable for the business of
Tenant, as reasonably judged by both Landlord and Tenant, this
Lease shall continue in full force and effect, except that the
Minimum and Additional Rent shall be reduced in the same
proportion that the floor area of the Premises so taken or
conveyed bears to such floor area immediately prior to such
taking or conveyance.
In the event of such partial taking and continuation of Lease,
Landlord shall promptly restore the Premises, at Landlord's
expense, as nearly as practical to the condition comparable to
that which existed prior to the condemnation.
24. EVENTS OF DEFAULT
The occurrence of any of the following shall constitute an event of
default hereunder:
(a) Failure of Tenant to pay installment of rent hereunder within
fifteen (15) days of the due date, or failure of Tenant to pay
within twenty (20) days after receipt of written notice of rent
or any other sum herein required to be paid by Tenant.
(b) Tenant's failure to perform any other covenant or condition of
this Lease within thirty (30) days after receipt of written
notice and demand, unless the failure is of such a character as
to require more than thirty (30) days to cure in which event
Tenant's failure to proceed diligently to cure such failure shall
constitute an event of default.
25. LANDLORD'S REMEDIES
Upon the occurrence of any event of default, Landlord may, at Landlord's
sole option, exercise any or all of the following remedies, together
with any such other remedies as may be available to Landlord at law or
in equity.
(a) Landlord may terminate this Lease by giving Tenant written
notice of its election to do so, as of a specified date not less
than sixty (60) days after the date of the giving of such notice
and this Lease shall then expire on the date so specified, and
Landlord shall then be entitled to immediately regain possession
of the Premises as if the date had been originally fixed as the
expiration date of the term of this Lease. Landlord may then
re-enter upon the Premises, either with or without due process
of law, and remove all persons therefrom, the statutory notice
to quit or any other notice to quit being hereby expressly
waived by Tenant. Tenant expressly agrees that the exercise by
Landlord of the right of re-entry shall not be a bar to or
prejudice in any way other legal remedies available to Landlord.
In that event, Landlord shall be entitled to recover from Tenant
as and for liquidated damages an amount equal to the rent and
additional rent reserved in this Lease less any and all amounts
received by Landlord from the rental of the Premises to another
tenant. Nothing herein contained, however, shall limit or
prejudice the right of Landlord to
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prove for and obtain as liquidated damages, by reason of such
termination, an amount equal to the maximum allowed by any
statute or rule of law in effect at the time when, and governing
the proceedings in which such damages are to be proved, whether
or not such amount may be greater, equal to, or less than the
amount of the difference referred to above, and Landlord may, in
his own name, but as agent for Tenant, re-let the Premises. Any
recovery by the Landlord shall be limited to the rent hereunder
(plus any reasonable costs incurred in re-letting) less any rent
actually paid by the new tenant.
(b) No termination of this Lease or any taking of possession of the
Premises shall deprive Landlord of any of its remedies or actions
against Tenant for past or future rent, nor shall the bringing of
any action for rent or breach of covenant, or the resort to any
other remedy herein provided for the recovery of rent, be
construed as a waiver of the right to obtain possession of the
Premises.
(c) In addition to any damages becoming due under this paragraph,
Landlord shall be entitled to recover from Tenant and Tenant
shall pay to Landlord an amount equal to all reasonable expenses,
including reasonable attorneys' fees, if any, incurred by the
Landlord in recovering possession of the Premises, and all
reasonable costs and charges for the care of said Premises while
vacant, which damages shall be due and payable by Tenant to
Landlord at such time or times as such expenses are incurred by
the Landlord.
(d) In the event of a default or threatened default by Tenant of any
of the terms or conditions of this Lease, Landlord shall have the
right of injunction and the right to invoke any remedy allowed by
law or in equity as if no specific remedies of Landlord were set
forth in this Lease.
(e) If default be made and a compromise and settlement shall be had
thereupon, it shall not constitute a waiver of any covenant
herein contained, nor of the Lease itself, unless otherwise
agreed to in writing by the parties.
26. RIGHTS OF LANDLORD
Landlord reserves the following rights with respect to the Premises:
During normal business hours, upon having given mutual agreeable notice,
to go upon and inspect the Premises, and at Landlord's option, to make
repairs, and/or install equipment in support of the Building of which
the Premises are a part, provided there is no interference with Tenant's
occupancy. An Agent of the Tenant shall be present for inspection, if
requested by Tenant.
27. HOLDING OVER
If Tenant holds possession of the Premises after the termination of this
Lease or any renewal or extension thereof, Tenant shall become a Tenant
from month to month at 115% of the then current rental rate.
28. WAIVER OF CLAIMS
Except as may result from their negligence, Landlord and Landlord's
agents, employees, and contractors shall not be liable for, and Tenant
hereby releases all claims for, damages to persons or property sustained
by Tenant (or any person claiming through Tenant) resulting from any
fire, accident, occurrence or condition in or upon the Premises or
Building, including but not limited to such claims for damage resulting
from (1) any defect in or failure of plumbing, heating or
air-conditioning equipment, electric wiring or installation thereof,
water pipes, stairs, railings or walks; (2) any equipment or apparatus
becoming out of repair; (3) the bursting, leaking or running of any
tank, washstand, water closet, waste pipe, drain or any other pipe or
tank, upon or about such building or premises; (4) the backing up of any
sewer pipe or downspout; (5) the escape of steam or hot water; (6)
water, snow or ice being upon or coming through the roof of any other
place upon or near the Building or Premises or otherwise; (7) the
falling of any fixtures, plaster or stucco; (8) broken glass; and (9)
any act or omission of occupants of adjoining or contiguous property of
buildings.
29. NOTICE
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All notices required under this Lease shall be given in writing and
shall be deemed to be properly served if sent by certified or registered
United States Mail, postage prepaid, or overnight courier with receipt
of delivery as follows:
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If to the Landlord: Red Gate III Limited Partnership
c/o W.M. Rickman Construction Co.
15215 Shady Grove Road
Rockville, Maryland 20850
If to the Tenant: EntreMed, Inc.
9640 Medical Center Drive
Rockville, Maryland 20850
or to such other address as either may have designated from time to time
by written notice to the other. The date of service of such notices
shall be the date such notices are deposited in any United States Post
Office or delivered upon receipt in the case of overnight courier
service.
30. COVENANTS OF TENANT
Tenant covenants and agrees:
(a) To give to Landlord prompt written notice of any accident, fire,
or damage occurring on or to the Premises.
(b) To keep the thermostats in the Premises set at a temperature
sufficient to prevent freezing of water pipes, fixtures and HVAC
units.
(c) To keep the Premises clean, orderly, sanitary, and free from all
objectionable odors and from insects, vermin and other pests as
reasonably possible.
(d) To comply with the requirements of the State, Federal and County
statutes, ordinances, and regulations applicable to Tenant and
its use of the Premises, and to save Landlord harmless from
penalties, fines, costs, and expenses resulting from failure to
do so, provided Tenant shall not be obligated to make structural
repairs or alterations to so comply.
(e) Tenant shall promptly pay all contractors, suppliers of material
and persons Tenant engages to perform work and provide materials
for construction work on the Premises so as to minimize the
possibility of a lien attaching to the Premises. Should any such
lien be made or filed, Tenant shall cause the same to be
discharged and released of record by bond or otherwise within
thirty (30) days of receipt of written request from Landlord.
31. LANDLORD'S RIGHT TO ALTER SITE PLAN
LANDLORD shall, from time to time, have the right to alter or modify the
site plan of the Building and to rearrange the driveways and parking
areas, as well as the entrance and exits to the Premises, provided such
alterations do not affect Tenant's access or use and occupancy of the
Premises.
32. PARKING SPACES
LANDLORD agrees to furnish no less than 100 unreserved parking spaces
contiguous to building 9640 Medical Center Drive.
33. ENTIRE AGREEMENT
This Lease contains the entire agreement of the parties. There are no
oral agreements existing between them.
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34. SUCCESSORS AND ASSIGNS
This Lease, and the covenants and conditions herein contained shall
inure to the benefit of and be binding upon the Landlord, its successors
and assigns, and shall inure to the benefit of and be binding upon the
Tenant, its permitted successors and permitted assigns.
35. BANKRUPTCY
If Tenant shall make an assignment of its assets for the benefit of
creditors, or if Tenant shall file a voluntary petition in bankruptcy,
or if any involuntary petition in bankruptcy or for receivership be
instituted against the Tenant and the same be not dismissed within
thirty (30) days of the filing thereof, or if Tenant shall be adjudged
bankrupt, then and in any of said events, this Lease shall immediately
cease and terminate at the option of the Landlord upon written notice to
Tenant with the same force and effect as though the date of said event
was the date herein fixed for expiration of the term of this Lease.
36. NON-DELIVERY
In the event the Landlord shall be unable to give possession of the
Premises because construction of the Building is not complete for
cause(s) reasonably beyond the control of the Landlord, the Landlord
shall not be liable to Tenant for any damage resulting from failure to
give possession.
37. PARTIAL INVALIDITY
If any term, covenant, or condition of this Lease or the application
thereof to any person or circumstance shall be held to be invalid and
unenforceable, the remainder of this Lease, and the application of such
terms, covenants, or conditions shall be valid and enforceable to the
fullest extent permitted by law.
38. FORCE MAJEUR
With the exception of those provisions contained herein regarding the
payment of rent, the inability of either party to perform any of the
terms, covenants or conditions of this Lease shall not be deemed a
default if the same shall be due to any cause beyond the reasonable
control of that party.
39. ESTOPPEL CERTIFICATE
The Tenant shall from time to time, within ten (10) business days after
being requested to do so by the Landlord or any Mortgagee of Landlord,
execute, acknowledge and deliver to the Landlord (or, at the Landlord's
request, to any existing or prospective purchaser, transferee, assignee
or Mortgagee of any or all of the Premises) an instrument in recordable
form, certifying (a) that this Lease is unmodified and in full force and
effect (or, if there has been any modification thereof, that it is in
full force and effect as so modified, stating therein the nature of such
modification); (b) as to the dates to which the Minimum Rent and other
charges arising hereunder have been paid; (c) as to the amount of any
prepaid Rent or any credit due to the Tenant hereunder; (d) that the
Tenant has accepted possession of the Premises or a portion thereof, and
the date on which the Term commenced; (e) as to whether, to the best
knowledge, information and belief of the signer of such certificate, the
Landlord or the Tenant is then in default in performing any of its
obligations hereunder (and, if so, specifying the nature of each such
default); and (f) as to any other fact or condition reasonably requested
by the Landlord or such other addressee. In the event the Tenant fails
or refuses to provide such a certificate, Tenant shall be liable to
Landlord for any loss or damage (including reasonable counsel fees)
arising out of or in connection with such failure or refusal.
IN WITNESS WHEREOF, the parties have caused this Lease Agreement to be
executed on the year and date first written.
LANDLORD:
ATTEST: RED GATE III LIMITED PARTNERSHIP
<PAGE> 11
/s/ P.L. ENGLEHART /s/ WILLIAM M. RICKMAN
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By: William M. Rickman
TENANT:
ATTEST: ENTREMED, INC.
/s/ R. NELSON CAMPBELL /s/ JOHN W HOLADAY, JR.
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By: