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LEASE AGREEMENT
THIS LEASE AGREEMENT is
made and entered into this 1
st day
of September, 2007 (hereinafter “EFFECTIVE DATE”), by
and between Perma-Fix Northwest Richland, Inc. (hereinafter
“LESSOR”), a Washington corporation with its offices
located at 2025 Battelle Boulevard, Richland, Washington 99354, and
IsoRay, Inc. (hereinafter “LESSEE”), a Delaware
corporation with its corporate offices located at 350 Hills Street,
Suite 106, Richland, Washington 99354, (collectively, the "Parties"
and each a "Party").
WHEREAS ,
On June 14, 2007, LESSOR purchased and now owns the premises known
as 2025 Battelle Boulevard, Richland, Washington; and
WHEREAS ,
LESSEE has leased a portion of said premises from the former owner,
Nuvotec
USA ,
pursuant to a written lease agreement (hereinafter “PRIOR
LEASE”); and
WHEREAS ,
both Parties have an interest in amending the terms of the prior
lease for these premises;
NOW, THEREFORE ,
in consideration of the mutual promises hereinafter contained, the
parties hereto agree to terminate the PRIOR LEASE and enter into
this new lease agreement (hereinafter “AGREEMENT”) as
follows:
SECTION 1 - PREMISES. LESSOR
does hereby lease to LESSEE the Waste Storage Bay 3 of the Mixed
Waste Building on the premises commonly known as 2025 Battelle
Boulevard, Richland, Washington 99354. Further, LESSEE shall have
access to the rest room facilities and lunchroom located near the
Premises, as well as other common areas as appropriate and
necessary.
SECTION 2- TERM. The
term of this AGREEMENT shall be from the EFFECTIVE DATE through
January 31, 2008 (hereinafter, “TERMINATION DATE”),
subject to the terms for occupying the premises beyond the
TERMINATION DATE set forth in Section 5.
SECTION 3 - EARLY TERMINATION. LESSOR
acknowledges LESSEE’s desire to vacate the leased premises
before the end of the term.
LESSOR
agrees to allow early termination of this lease provided that
LESSEE gives LESSOR written notice at least forty-five (45) days
prior to the date LESSEE intends to vacate the premises. Forty-five
(45) days notice is necessary to ensure LESSOR adequate time to
confirm that the premises have been restored to conditions
specified in Sections 12, 16, and/or 23 of this
AGREEMENT.
If
LESSEE makes notification of its intent to terminate the lease
early, LESSEE shall pay LESSOR the full rent due at the
beginning of each month subsequent to said notification until
LESSEE has demonstrated to LESSOR’s satisfaction that
the premises have been restored to conditions specified in
Sections 12, 16, and 23 of this AGREEMENT; and LESSOR, in its
sole discretion, releases (in writing) LESSEE from
LESSEE’s obligations set forth in these Sections.
LESSOR’s written release shall not be unreasonably
withheld. During the month in which LESSOR’s release is
granted, LESSOR will only be required to pay a prorated share
of that month’s rent. The prorated share of rent due
shall be calculated by dividing the number of calendar days
(including the release date) that have passed in the subject
month by that month’s total calendar days; and
multiplying the resulting fraction by the affected
month’s rent.
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SECTION 4 - RENT. LESSEE
covenants and agrees to pay LESSOR five thousand dollars ($5,000)
per month during the term of this AGREEMENT. If the rent is not
paid by the 10th day of each month, then LESSOR shall be entitled
to collect and LESSEE shall pay a late charge of ten percent (10%)
of the five thousand dollar ($5,000) monthly rent. LESSEE shall pay
the first month’s rent due under this AGREEMENT on or before
September 10, 2007. Payments are to be made to the LESSOR at its
offices located at 2025 Battelle Boulevard, Richland, Washington
99354, Attention: Accounts Receivable.
SECTION 5 - OCCUPANCY OF PREMISES BEYOND THE TERMINATION
DATE. Should
the LESSEE continue to occupy the premises after the Termination
Date (which is January 31, 2008), such tenancy shall be from month
to month, and the LESSEE covenants and agrees to pay LESSOR fifty
thousand dollars ($50,000) per month until LESSEE has vacated the
premises
and obtained
LESSOR’S written release from LESSEE’s obligations set
forth in Sections 12, 16, and 23 of this AGREEMENT. If the rent is
not paid by the 10th day of each month following the TERMINATION
DATE, then LESSOR shall be entitled to collect and LESSEE shall pay
a late charge of ten percent (10%) of the fifty thousand dollar
($50,000) monthly rent. Payments are to be made to the LESSOR at
its offices located at 2025 Battelle Boulevard, Richland,
Washington 99354, Attention: Accounts Receivable. The provisions of
this section shall not apply if the holdover by LESSEE is caused by
acts of God or unforeseen delays or acts by a third party over
which the LESSEE has no control.
SECTION 6 - OCCUPANCY OF PREMISES BEYOND FEBRUARY 1,
2008 .
If LESSEE has not vacated the premises
and obtained
LESSOR’s written release from LESSEE’s obligations set
forth in Sections 12, 16, and 23 of this AGREEMENT by February 1,
2008, then LESSEE covenants and agrees to pay LESSOR one-hundred
thousand dollars ($100,000) to continue the AGREEMENT on a month to
month basis under the terms set forth in Section 5. The Payments
are to be made to the LESSOR at its offices located at 2025
Battelle Boulevard, Richland, Washington 99354, Attention: Accounts
Receivable. The provisions of this section shall not apply if the
holdover by LESSEE is caused by acts of God or unforeseen delays or
acts by a third party over which the LESSEE has no
control.
SECTION 7 - TERMINATION & VACATION REQUIRMENTS.
This
Agreement may be terminated:
(1)
At any time upon written agreement of both parties;
or
(2)
Upon expiration of the AGREEMENT’s term and
LESSOR’s written release of LESSEE from LESSEE’s
obligations set forth in Sections 12, 16, and 23.
Upon
termination of the AGREEMENT, LESSEE shall surrender to LESSOR
all keys fitting all locks located on the Premises that are in
the possession of LESSEE.
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SECTION 8 - ACCEPTANCE OF PREMISES. LESSEE
accepts the Premises “as-is”. There are no expectations
for facility modifications necessary to accommodate LESSEE but if
the situation arises, LESSEE must obtain LESSOR’s written
approval for such modifications and the responsibility for the cost
shall be borne by LESSEE.
SECTION 9 - PERMITTING. LESSEE
shall be responsible for obtaining and maintaining any and all
permits, which are specific to LESSEE’s operations on the
leased premises.
SECTION 10 - RELATIONSHIP OF THE PARTIES.
Nothing
contained in this AGREEMENT shall, by express grant, implication,
estoppel, or otherwise, create in either party any right, title,
interest, or license in or to the inventions, patents, technical
data, computer software, or software documentation of the other
party. This Agreement is not intended by the parties to constitute
or create a joint venture, pooling arrangement, partnership, or
formal business organization of any kind, other than a
landlord-tenant relationship, and the rights and obligations of the
parties shall be only those expressly set forth herein. Neither
party shall have authority to bind the other except to the extent
authorized herein. Nothing in this Agreement shall be construed as
providing for the sharing of profits or losses arising out of the
efforts of either or both parties
SECTION 11 - OPERATING COSTS AND EXPENSES.
LESSOR
is responsible for real estate taxes, building insurance, and
building maintenance, without any additional charge to the LESSEE.
LESSEE is responsible for providing their own office and operating
equipment and administrative personnel.
SECTION 12 - CONTAMINATION. Notwithstanding
any other provision of this AGREEMENT, in the event that the
activities of LESSEE contaminate the leased premises and/or any of
the premises commonly known as 2025 Battelle Boulevard, Richland,
Washington, LESSEE shall be solely responsible for the cost of
restoring the contaminated areas to the same condition as existed
at the inception of the PRIOR LEASE with Nuvotec
USA (hereinafter
“BASELINE CONDITION”). LESSEE agrees to clean up any
known contaminates at the time the contamination occurs and to
immediately notify LESSOR of the situation. The BASELINE CONDITION
of the premises was established by Nuvotec
USA at
inception of the PRIOR LEASE (see attached baseline survey). The
sufficiency of restoration work conducted by or on behalf of LESSEE
in order to return the premises to the BASELINE CONDITION shall be
determined solely by LESSOR’s e
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