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Exhibit 10.36
LEASE AGREEMENT FOR PORTION OF PROPERTY
- Between -
454 LIFE SCIENCES CORPORATION, INC. (Tenant)
- And -
1 COMMERCIAL STREET ASSOCIATES, LLC
(Landlord)
TABLE OF
CONTENTS
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EXHIBIT A – LEGAL DESCRIPTION WHOLE
PREMISES
EXHIBIT B – DESCRIPTION OF PREMISES
EXHIBIT C – RULES
EXHIBIT D – TENANT IMPROVEMENTS
LEASE AGREEMENT
LEASE AGREEMENT made and entered into as of December 7,
2006, between 1 Commercial Street Associates, LLC, a Connecticut
limited liability company (hereinafter known as "Landlord"), having
its principal place of business at 431 Orange Street, New Haven,
Connecticut 06511, and 454 Life Sciences Corporation, Inc., a
Connecticut Corporation, (hereinafter known as "Tenant") having a
place of business at 20 Commercial Street, Branford, CT 06405.
PREMISES
The Landlord, in consideration of the covenants, conditions,
agreements and stipulations of the Tenant expressed, does hereby
lease approximately 16,200 square feet, together with reasonable
use of common areas, and together with the right to use
undesignated parking spaces, all in conjunction with other tenants,
(the "Premises"), which is a portion of a certain building known as
1 Commercial Street, Branford, Connecticut, more particularly
described in Exhibit A attached hereto, (the "Whole Premises"). The
Premises consists of approximately 16,200 square feet or
(43.3%) percent of the Whole Premises further identified as
Units three and six (3 and 6) more particularly described in
Exhibit B attached hereto.
TERM AND USE
The Term of the Lease and the estate hereby granted
(collectively the "Term of the Lease") shall commence
January 1, 2007, (hereinafter known as the "Commencement
Date") and shall end on December 31, 2016, (hereinafter known
as "End of Term").
The Premises shall be used by the Tenant for the specific use as
office, storage and lab space, and the like for doing all things
incidental and necessary to the foregoing uses. Landlord is its
reasonable discretion reserves the right to limit uses that would
constitute any environmental concern, disturb the quiet enjoyment
of other tenants of the Landlord located at the same premises, or
overtax the capacity of the Premises. LANDLORD SPECIFICALLY
FORBIDS THE USE OF THE PREMISES FOR ANY USE WHICH MIGHT CAUSE THE
PREMISES OR THE WHOLE PREMISES TO BE DEEMED AN "ESTABLISHMENT"
UNDER ANY ENVIRONMENTAL LAWS OR REGULATIONS.
RENT
The Rent under this Lease for the Term hereof shall Commencement
on January 1, 2007 and expire on December 31, 2016,
unless terminated by agreement herein. Rent shall include the Base
Rent and Common Area Charges.
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1.
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Tenant shall pay to Landlord a base rent, ("Base
Rent"), as follows: (i.) during the first (1
st ) Lease
Year ( defined as January 1, 2007 through December 31,
2007), Base Rent at the rate of One Hundred and Twenty-One Thousand
Five Hundred Dollars ($121,500.00), paid in equal monthly
installments of Ten Thousand One Hundred and Twenty-Five Dollars
00/100 ($10,125.00), and (ii) commencing with the second Lease
Year, and during each Lease Year thereafter during the term hereof,
Base Rent at the rate per annum equal to the rate of the
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immediately preceding Lease Year plus the total
percentage of increase, if any, in the CPI, hereinafter defined,
for the period from the first day of the immediately preceding
Lease Year through the last day of the immediately preceding Lease
Year, times the Base Rent of the immediately preceding Lease Year,
the product of which shall be added to the Base Rent of the
immediately preceding Lease Year for the total Base Rent for such
new Lease Year. In no event shall the Base Rent for any Lease Year
payable under this subparagraph be less than the Base Rent of the
immediately preceding Lease Year. The term "Lease Year" shall mean
(i) the twelve (12) month period commencing on the
Commencement Date, and (ii) each twelve (12) month period
commencing on the anniversary of the Commencement Date, thereafter,
during the term of this Lease.
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2.
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The Consumer Price Index ("CPI") referred to
above shall mean the Consumer Price Index published by the Bureau
of Labor Statistics of the United States Department of Labor for
Urban Wage Earners and Clerical Workers based on the United States
All Cities Average For All Commodities (1967=100) or any
successor index thereto, provided that if at any time during the
period of the initial Term of this Lease, the Consumer Price Index
referred to above is no longer is use, an equitable substitute
therefor shall be utilized.
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The Base Rent shall be payable in advance on the
first (1st) day of each month throughout the term hereof or
any extension thereof, with payment in advance of appropriate
fractions of a monthly payment for any portion of a month at the
commencement or expiration or prior termination of the term hereof.
All Base Rent shall be due and payable without setoff, counterclaim
or recoupment of any kind.
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3.
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In addition to Base Rent, the Tenant shall pay
the Landlord forty-three and three one hundredths
(43.3%) percent of all expenses with respect to the operation,
management, and maintenance of the interior and exterior of the
building, the grounds, and all areas incidental to the Premises,
hereinafter referred to as "Common Area Charges." The costs shall
include such items as, but not limited to, real estate taxes (or
any similar government imposed tax on the real estate), all
property insurance, sewer taxes or usage fees, water usage fees,
electricity, gas, landscape maintenance, snow removal, security,
administrative costs, management fees, roof repairs that result
from tenant improvements, general maintenance and repairs (other
than those for which Tenant is responsible, referred to as
"Tenant’s Repairs"), and contractor fees. Common Area Charges
shall exclude depreciation, interest and amortization payments on
any mortgage or other indebtedness of Landlord, capita]
expenditures, leasing commissions, structural repairs, and expenses
reimbursed to the Landlord by property insurance.
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During the first lease year, the Tenant shall pay
Two Thousand Seven Hundred Dollars and 00/100 ($2,700.00) per month
in addition to Base Rent (hereinafter referred to as "CAC
Contribution") towards the Common Area Charges. The Landlord will
reconcile the difference between the CAC Contribution and the
Common Area Charges at the end of each calendar year. Also, the
monthly CAC Contribution will be adjusted at the end of each
calendar year by the Landlord to reflect the projected costs for
the upcoming year. The Landlord will provide notice of the new CAC
Contribution for the upcoming calendar year.
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4.
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The Rent shall be paid to the Landlord at the
address specified herein, or at such other place as the Landlord
may designate, in advance, on the first day of each month, in
lawful money of the United States of America, as and when the same
shall become due and payable and without abatement of offset and
without notice or demand therefor.
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5.
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If any installment of Rent as provided for in
this Lease is not received at the Landlord’s address within
ten (10) days after the same is due and payable, the Tenant
shall pay an additional amount equal to (5%) five percent of
the monthly Rent so due.
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6.
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As used herein, "Lease Year" shall mean the
period commencing on the Commencement Date and ending on the End of
Term, including twelve consecutive calendar months.
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TENANT’S
REPAIRS
Tenant agrees to provide and pay for all ordinary and necessary
maintenance and repairs and replacements of the interior of the
Premises including, but not limited to, lighting tubes, ballasts,
lavatory fixtures and accessories, all glass, all doors, exit
signage, janitorial service, trash removal, heating and air
conditioning repairs and maintenance, electrical, plumbing, and all
systems in a professional manner. Tenant agrees to keep the area
immediately in front of its door(s) free of snow and ice. Tenant
shall be required to acquire and maintain throughout the Term, and
any extensions, service agreements on all heating and air
conditioning equipment serving the Premises, and provide evidence
to the Landlord.
LANDLORD’S REPAIRS
The Landlord shall contract and provide for landscaping and snow
removal service. So long as no Default shall have occurred and be
continuing hereunder, the Landlord, at its own expense, shall
provide all structural repairs and replacements. Unless such
repairs or replacements shall be required by reason of the Tenant
Improvements or equipment, the default by Tenant in any of its
obligations, or the negligence or willful misconduct of the Tenant,
its officers, employees, contractors, agents, or invitees, in which
the Tenant shall reimburse the Landlord for all such costs and
expenses within (10) days of written demand therefor.
INSURANCE
1. At all times during the term of this lease, the Landlord
shall insure the Whole Premises against loss or damage by fire,
flood, and such other casualties, rent loss, in such amount as the
Landlord shall deem appropriate. The Tenant shall reimburse the
Landlord for this expense as part of the Common Area Charges.
2. The Tenant shall not commit or permit any violation of the
policies carried by the Landlord, or do or permit anything to be
done, or keep or permit anything to be kept, on or in the Premises,
which in case of any of the foregoing, could result in the
termination of such insurance policies, could adversely affect the
Landlord’s right of recovery under any such policies, or
would result in the refusal by insurance companies to insure the
Premises in the amounts
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satisfactory to the Landlord. If any such action
by the Tenant shall result in an increase in the rate of insurance
premiums, the Tenant shall pay the increase to the Landlord upon
demand.
3. At all times during this Lease, the Tenant shall insure the
Premises and all Tenant’s Improvements, and the
Tenant’s Property against loss or damage by fire, flood, and
such other casualties equal to the full replacement value. The
tenant will keep in full force and effect a policy of public
liability and property damage insurance in which the limits shall
initially be less than two million dollars ($2,000,000) combined
single limit, three million dollars general aggregate ($3,000,000),
such limits to be increased as reasonably specified by the
Landlord. The Tenant shall also carry plate glass window insurance
and otherwise be responsible for the same when damaged during the
term of this Lease. During any time when Tenant shall be making
alterations or improvements to the Premises, the Tenant shall keep
in full force and effect a policy of completed value
builder’s risk insurance (on an "installations floater"),
including building materials, covering loss from damage from fire,
lightening, extended coverage perils, vandalism and malicious
mischief, and perils in an amount not less than the final cost of
such alterations or improvements.
4. All insurance policies provided by the Tenant shall be
affected under valid and enforceable policies in form and substance
then standard in the State of Connecticut, issues by insurers
having an "AM Best" rating of A- or better. Within (30) thirty
days of the Commencement Date, the Tenant shall provide
certificates to the Landlord of the insurance. All such insurance
policies shall contain an agreement by the insurers that such
policies shall not be canceled, amended, or otherwise modified
without (30) thirty days written notice to the Landlord, and
the Landlord’s rights and interests under such policies shall
not be subject to cancellation by reason of any act or omission of
the Tenant. All insurance policies provided by the Tenant shall
name the Landlord and Landlord’s mortgage lenders as
additional insured as their interests may appear.
5. Tenant shall indemnify and hold the Landlord harmless against
any liability or expense, including reasonable attorney’s
fees, on account of any accident or injury to the Tenant, the
Tenant’s employees, servants, agents, customers, invitees,
licensees, contractors, or visitors, who may be injured by the
Tenant or on the Premises. The foregoing shall not extend to the
gross negligence of the Landlord.
ALTERATIONS AND IMPROVEMENTS
1. The Tenant shall not make or have made alterations,
improvements, decorations, installations and substitutions
(collectively called "Tenant’s Improvements") in, of or to
the Premises without the prior written consent of the Landlord.
Approval by Landlord shall not be unreasonably withheld. Unless
otherwise specified, any improvements or alterations in the
Premises made by Tenant (including without limitation permanent
partitions, wall paneling and lighting fixtures, but excepting the
Tenant’s Property, shall be and remain upon and be
surrendered with the Premises at the End of Term. If the Landlord
requests the removal of any of the Tenant’s Improvements,
including telephone, computer, wiring or any cabling, the Tenant
shall in good workmanlike manner remove said improvements at the
End of Term.
2. The Landlord and Tenant shall perform their respective duties
regarding Tenant Improvements described in Exhibit D. For all other
work, the Tenant shall obtain all necessary
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permits and certificates for the commencement and
prosecution of the Tenant’s Improvements. The Tenant’s
Improvements shall not constitute the basis for a claim against the
Landlord or a lien or charge upon or against the Premises. If at
any time any such claim or charge shall be filed against the
Premises, the Tenant shall cause such claim, lien or charge to be
properly released of record. The Tenant shall pay for all materials
constituting Tenant’s Improvements, and the Tenant agrees
that none of such materials shall be at any time subject to any
lien, security interest, charge, installment sales contract, by any
other person, firm or corporation whether created voluntarily or
involuntarily.
ENVIRONMENTAL COMPLIANCE AND
INDEMNIFICATIONS
1. "Environmental Laws" shall mean any and all statutory,
regulatory, or decisional law pertaining to the protection of the
environment or to any Polluting Substance, including Comprehensive
Environmental Response, Compensation, and Liability Act of 1980
(CERCLA), the Resource Conservation and Recovery Act of 1976
(RCRA), and Title 22a "Environmental Protection" of the Connecticut
General Statutes, including Sections 22a-448 through 22a-457, state
and Federal laws concerning underground storage tanks, the Federal
Clean Air Act, 42 USAA Section 7401 et. Seq. state law
concerning air pollution, Conn. Gen. Statutes Section 22a- 174
et. Seq.; the Federal Clean Water Act, 33 USC Section 1251 et.
seq. And state and Water Pollution Control Act, Conn. Gen. Stat.
Chapter 446k, and any as amended from time to time. The term
"Polluting Substance" shall mean any toxic, polluting waste or
substance, determined by any agency with jurisdiction to pose a
present or potential hazard to human health or the environment.
2. The Tenant shall not cause or permit any Polluting Substance
to be generated, recycled, refined, transported, treated, stored,
disposed, handled, processed, produced or released on the Premises,
except in compliance with all applicable laws and regulations,
including the Environmental Laws. The Tenant covenants and agrees
to be responsible for all costs and penalties arising from
non-compliance with the Environmental Laws, perm
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