Exhibit 10.220
Evan A. Stein, MD, PhD
Medical Research Laboratories
LEASE
THIS AGREEMENT OF LEASE entered into on
August 31, 2004, by and between Evan A. Stein, MD, PhD
(“Lessor”), and Medical Research Laboratories
International, LLC (“Lessee”), is as
follows:
1. Leased Premises .
Lessor hereby leases to Lessee the premises located at Two
Tesseneer Drive, Highland Heights, Kentucky, as more particularly
described in Exhibit A attached hereto (“the Leased
Premises”).
2. Term .
2.1 The term of this Lease shall be
the 10 year period commencing January 1, 2005 and ending
December 31, 2014.
2.2 Lessee shall have the option to
renew this Lease for one additional term of 10 years commencing
upon the termination of the initial term by giving Lessor notice of
exercise of the option to renew not later than June 30, 2014;
provided, however, that Lessee’s exercise of such renewal
option shall not be effective to renew this Lease if any Event of
Default, as defined in Section 14.1, exists at the time of
giving the renewal notice or at any time thereafter prior to the
commencement of the renewal term. The renewal term shall be upon
the same terms and conditions as are applicable to the initial
term, except as to rent, which shall be as set forth in
Section 3.2.
3. Rent .
3.1 Lessee shall pay Lessor as rent
during the initial term the amount of [$9 x the percentage by which
the All items U.S. – CPI-W. All cities average (1982-1984 =
100) has increased from January 1995 through December
2004] per square foot per year for 71,620 square feet, such
annual amount of based on the preceding formula is to be paid in
equal monthly installments commencing January 1, 2005. If the
CPI for December, 2004 has not been published by January 1,
2005, Lessee shall continue to pay the monthly rent that was in
effect on December 31, 2004 on a temporary basis until such
CPI is published. After such CPI is published, Lessee shall pay
back-rent for the difference in CPI within thirty days of receiving
notice of publication from Lessor. Thereafter, Lessee shall pay the
full amount of the Renewal Rent monthly.
3.2. If Lessee exercises its option
to renew this Lease pursuant to Section 2.2, the rent for the
renewal term (the “Renewal Rent”) shall be the rent for
the initial term increased by the percentage by which the
“Consumer Price Index” (the “CPI”, as
hereinafter defined) reported for the month of December, 2014 is
higher than the CPI reported for the month of January, 2005. The
“CPI” shall mean the Consume Price Index as compiled
and published by the Bureau of Labor Statistics of the United
States
Department of Labor (All items U.S. –
CPI-W. All cities average (1982-1984 = 100)), or the most
comparable economic statistics indicator then being published. If
the CPI for December 2014 has not been published by the first day
of the renewal term, Lessee shall continue to pay the monthly rent
that was in effect during the initial term on a temporary basis
until such CPI is published, at the Renewal Rent and the monthly
rent that Lessee actually paid for each month during such interim
period, and Lessee shall thereafter pay the full amount of the
Renewal Rent monthly.
3.3 Each monthly installment of rent
shall be payable in advance on the first day of the applicable
month.
4. Use of Premises
.
4.1 Lessee shall use and occupy the
Leased Premises for the purpose of operating medical laboratory
facilities for research, testing and experimentation and for all
normal purposes related thereto. Lessee will not use the Leased
Premises for any other purpose without the prior written consent of
Lessor.
4.2 Lessee shall use and occupy the
Leased Premises in a proper, lawful and reasonable manner, and
shall not permit any use of the Leased Premises that would
(i) constitute waste or a nuisance, (ii) increase
Lessor’s risk of loss or damage to the Leased Premises,
(iii) increase the premiums for insurance maintained by Lessor
on the Leased Premises over those which would apply to the normal
commercial use of the Leased Premises, or (iv) cause a
cancellation of any policy of casualty, public liability or other
insurance on the Leased Premises with the carrier or carriers then
being used.
4.3 Upon the termination of this
Lease, Lessee will peacefully and quietly surrender possession of
the Leased Premises to Lessor and deliver the Leased Premises,
together with all improvements, fixtures and appurtenances, except
trade fixtures and equipment installed and removed by Lessee
pursuant to Section 5.2, in as good order and condition as
when entered upon, reasonable use, ordinary wear and tear and
damage by fire or other casualty not caused by Lessee
excepted.
4.4 Lessee shall comply promptly
with all laws, ordinances, regulations, and orders of all
governmental authorities, including, without limitation, those
relating to protection of health and the environment and to the
treatment, storage, disposal and discharge of hazardous substances
and solid waste (as those terms are defined in the applicable laws,
rules, regulations and orders), and the requirements of any
insurance company or insurance inspection bureau that are
applicable to the Leased Premises or to Lessee’s use
thereof.
5. Alterations and Liens
.
5.1 Except as provided in
Section 5.2, Lessee shall not make any alterations, additions
or improvements to the building located on the Leased Premises (the
“Building”) or to any other part of the Leased Premises
without the prior written consent of Lessor. Upon termination of
this Lease, all additions, alterations or
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improvements (excluding property which Lessee is
entitled to remove under Section 5.2) shall become and be the
Lessor’s property without any obligation of Lessor for
compensation or credit to Lessee other than to pay to Lessee the
net proceeds from the disposition, if any, of such property, less
the expenses of such disposition and less any amounts then due from
Lessee to Lessor, but Lessor shall have no obligation to dispose of
any of such property.
5.2 Lessee shall have the right to
install in and on the Building any trade fixtures, equipment and
temporary or non-structural partitions or partition walls which
Lessee deems necessary in the operation of its business and to
remove the same from time to time during the term of this Lease. If
Lessee fails to remove any of its trade fixtures or equipment at
the termination of this Lease, Lessee will be deemed to have
conveyed such items to Lessor without any obligation of Lessor for
compensation or credit to Lessee for the value thereof; provided,
however, that if Lessor elects to remove such items from the Leased
Premises, Lessee shall be responsible and shall promptly pay or
reimburse Lessor for the cost of such removal and for all costs of
repairing any damage to the Leased Premises caused by such removal.
Upon the termination of this Lease, Lessee will also remove any
partitions or partition walls installed by Lessee in the Building
which Lessor requests Lessee to remove. The removal by Lessee of
trade fixtures, equipment and partitions or partition walls shall
be solely at the expense of Lessee and shall be done in a manner
satisfactory to Lessor, and Lessee shall be responsible and
promptly pay or reimburse Lessor for all costs of repairing any
damage to the Leased Premises caused by such removal.
5.3 Lessee shall, at its expense,
remove any liens filed against the Leased Premises or
Lessor’s interest therein in connection with alterations,
additions, repairs, maintenance or improvements by Lessee or any
other liens filed against the Leased Premises with respect to any
obligation or liability of Lessee within 30 days after the filing
or other establishment of such lien. In the event Lessee fails to
remove any such lien, Lessor, in addition to his remedies under
Section 14, may at his sole discretion, remove such lien by
paying such amount thereof or by taking such other actions as may
be necessary to release such lien, and Lessee shall reimburse
Lessor for all costs and expenses incurred by Lessor to remove such
lien promptly upon demand by Lessor.
6. Utilities . Lessee
shall pay when due all charges for gas, electricity and other
power, water, sewage, waste removal, telephone and all other
utility services used or consumed by Lessee in connection with its
use of the Leased Premises.
7. Maintenance and Repairs
.
7.1 Lessor, at his expense, shall
maintain the roof, structural walls, foundation and underground
plumbing and other underground facilities serving the Building in
good operating condition and shall make all necessary repairs and
replacements thereto; provided, however, that Lessor’s
obligations under this Section 7.1 are solely for the normal
maintenance of such structural parts and underground facilities and
for the correction of structural defects, if any, not caused by the
negligence, willful act or improper use of the Leased Premises by
Lessee or its agents, employees, representatives or
invitees.
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7.2 Lessee, at its expense, shall
maintain al interior and exterior parts of the Building and the
rest of the Leased Premises not required to be maintained by Lessor
pursuant to Section 7.1 in good repair and in clean, orderly
operating condition and shall make all necessary repairs and
replacements thereto, including, without limitation, all walls,
partitions, windows, and all electrical, heating, ventilating, air
conditioning and above-ground plumbing and other above-ground
facilities, systems and equipment, driveways and parking areas,
shall keep all interior and exterior areas of the Leased Premises
painted, clean and clear of debris, snow and obstructions and shall
mow the lawns and maintain all landscaping in a neat and orderly
condition. Lessee shall take such action as is necessary to protect
the facilities, systems and equipment of the Leased Premises from
damage or premature wear, tear or depreciation caused by its
activities so that such systems, facilities and equipment shall
function normally throughout their normal useful lives.
7.3 In the event Lessee fails to
make any repairs or to perform any maintenance required under
Section 7.2 within 10 days after Lessor gives Lessee notice
requesting the same, Lessor, in addition to his remedies under
Section 14, may, at his sole discretion, make such repairs and
perform such maintenance for Lessee’s account and at
Lessee’s expense, and Lessee shall reimburse Lessor for any
and all costs and expenses incurred by Lessor in making such
repairs and performing such maintenance promptly upon demand by
Lessor.
8. Real Estate Taxes and
Assessments . Lessee shall reimburse Lessor for or, at
Lessor’s option, pay directly all real estate taxes and
assessments applicable to the Leased Premises during the initial
term and, if renewed, the renewal term of this Lease.
9. Damage or Destruction of
Premises .
9.1 Except as provided in
Section 9.2, in the event the Building or any other
improvements on the Leased Premises are destroyed or so damaged by
fire, explosion or other casualty that they are rendered wholly or
partially untenantable to the extent that Lessee is unable
reasonably to carry on its normal business operations, Lessor will
restore the Leased Premises to their former condition and complete
such restora
