FIRST AMENDMENT TO LEASE
AGREEMENT
THIS FIRST
AMENDMENT TO LEASE AGREEMENT (this “ Amendment
”) is entered into as of this 30 day of May, 2008 (the
“ Execution Date ”), by and between BMR-9920
BELWARD CAMPUS Q LLC, a Rhode Island limited liability company
(“ Landlord ,” f.k.a. GP Rock One, L.L.C.), and
NOVAVAX, INC., a Delaware corporation (“ Tenant
”).
A. WHEREAS,
Landlord and Tenant entered into that certain Lease Agreement dated
as of May 7, 2007 (as the same may have been amended,
supplemented or otherwise modified from time to time, the “
Lease ”), whereby Tenant leases certain premises (the
“ Premises ”) from Landlord at 9920 Belward
Campus Drive in Rockville, Maryland (the “ Building
”);
B. WHEREAS,
Tenant has performed certain Alterations to the
Premises;
C. WHEREAS,
Landlord and Tenant desire to extend the Lease Term; and
D. WHEREAS,
Landlord and Tenant desire to modify and amend the Lease only in
the respects and on the conditions hereinafter stated.
NOW, THEREFORE,
Landlord and Tenant, in consideration of the mutual promises
contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, agree as follows:
1.
Definitions . For purposes of this Amendment, capitalized
terms shall have the meanings ascribed to them in the Lease unless
otherwise defined herein.
2.
Extension of Lease Term . The Lease Term is hereby extended
until January 31, 2018. The period from February 1, 2013,
through January 31, 2018, is referred to herein as the “
Extension Term .” Base Rent for the Extension Term,
calculated in accordance with Section 3(b) of this
Amendment, shall increase in accordance with
Section 2.C of the Lease.
3.
Allowance for Alterations .
a. Landlord
shall reimburse Tenant for up to Three Million Dollars ($3,000,000)
(the “ Allowance ”) for Tenant’s
construction of Alterations, to the extent completed in conformity
with the Lease, Tenant’s permitted use and applicable laws.
The Allowance may be applied to the costs of (i) construction
and installation of HVAC, (ii) space planning, architect,
engineering and other related services performed by third parties
unaffiliated with Tenant, (iii) building permits and other taxes,
fees, charges and levies by governmental authorities for permits or
for inspections of the Alterations, and (iv) costs and
expenses for labor, material, equipment and fixtures. In no event
shall the Allowance be used for (v) the cost of work that is
not authorized by plans approved in writing by Landlord,
(w) payments to Tenant or any affiliates of Tenant,
(x) the purchase of any furniture, personal property or other
non-building system equipment, (y) costs resulting from any
default by Tenant of its obligations under the Lease or
(z) costs that are recoverable by Tenant from a third party
(e.g., insurers, warrantors, or tortfeasors). Landlord acknowledges
that it has reviewed and approved the following construction
documents: interior renovation drawings prepared by Jacobs
Engineering dated August 24, 2007, consisting of fifteen
(15) drawing sheets.
b. Each
monthly installment of Base Rent shall be increased to include an
amount equal to the monthly payment necessary to amortize the
amount of the Allowance disbursed by Landlord in accordance with
this Amendment over the remainder of the Lease Term (as extended by
this Amendment) at a rate of eleven percent (11%). The amount by
which Base Rent shall be increased shall be determined (and Base
Rent shall be increased accordingly) as of the TI Deadline, with
Tenant paying (on the next succeeding day that Base Rent is due
under the Lease (the “ TI True-Up Date ”)) any
underpayment of the further adjusted Base Rent for the period
beginning on the Execution Date and ending on the TI True-Up
Date.
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