AMENDMENT #2 TO OFFICE SPACE LEASE AGREEMENT

 

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                                                                   EXHIBIT 10.27

 

                  AMENDMENT #2 TO OFFICE SPACE LEASE AGREEMENT

 

         On November 27, 2000, Ft. Round Rock, Ltd. as "Landlord", and Aventis

Pharmaceuticals Inc., as "Tenant" entered into a Lease Agreement ("Lease"), as

amended by Amendment #1 dated February 28, 2001 covering approximately 10,423

square feet in Suite 450 at 1 Chisholm Trail, Round Rock, Williamson County,

Texas in a project known as Old Town Square.

 

         Landlord and Tenant desire to amend the terms of the Lease Agreement as

follows;

 

1.    Paragraph 2, Term, is hereby amended to provide that the term shall be

     extended to terminate on December 31, 2004.

 

2.    Paragraph 3, Rent, is hereby amended to provide that the base monthly

     rental shall be as follows:

 

          January 1, 2004-December 31, 2004: $12,160.17/month ($14.00 psf/year);

 

3.    Paragraph 39, Special Provisions, is amended to provide that the Tenant

     shall have the option to renew this lease for three (3) years at market, by

     giving Landlord no less than ninety days (90) written notice of their

     desire to renew this lease.

 

     The lease is hereby otherwise ratified and confirmed in all respects.

 

     Executed at Austin, Williamson County, Texas on this 19th day of November

     2003.

 

                                  TENANT: AVENTIS PHARMACEUTICALS INC.

                                  -s- [ILLEGIBLE]

                                  ------------------------------------

 

                                  LANDLORD: FT. ROUND ROCK, LTD.

                                  By: Live Oak Development, Inc. Gen. Partner

 

                                  -s- Daniel W. Herd

                                  ----------------------------

                                  By: Daniel W. Herd

                                  Title: President

 

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                  AMENDMENT #1 TO OFFICE SPACE LEASE AGREEMENT

 

          On November 27, 2000, Ft. Round Rock, Ltd. as "Landlord", and Aventis

Pharmaceuticals, Inc., as "Tenant", entered into a Lease Agreement ("Lease"),

covering approximately 5,253 square feet in Suite 450 at 1 Chisholm Trail, Round

Rock, Williamson County, Texas, in a project known as Old Town Square.

 

           Tenant desires to amend the Agreement to increase their rentable

square feet by leasing the adjoining space as depicted on the attached exhibit

"E", Landlord and Tenant now agree to amend the lease as follows:

 

1.    Paragraph 1, Leased Premises, is hereby amended to provide that the leased

     premises shall be expanded to include an additional 5,170 rentable square

     feet and is herein referred to as the "Expansion Space", The Expansion

     Space combined with the "Leased Premises" covered by the Lease (herein

     referred to as the "Original Space") being 5,253 rentable square feet

     constitutes a total of 10,423 rentable square feet.

 

2.    Paragraph 2, Term, is hereby amended to provide that the Original Space and

     the Expansion Space shall be coterminous and shall terminate on December

     31, 2003.

 

3.    Paragraph 3, Rent, is hereby amended to provide that the base monthly

     rental shall be as follows;

 

     The Basic Rental Amount for the original space of 5,253 rentable square

feet shall be:

 

          January 1, 2001-December 31, 2001: $6,128.50/month ($14.00 psf/year);

          January 1, 2002-December 31, 2002: $6,566.25/month ($15.00 psf/year);

          January 1, 2003 December 31, 2003: $7,004,00/month ($16,00 psf/year)

 

      The Basic Rental Amount for the Expansion Space of 5,170 rentable square

feet shall be: If tenant occupies Expansion Space prior to 4/1/01 such rent

shall be prorated,

 

          April 1, 2001-December 31, 2001: $6,031.67/month ($14,00 psf/year);

           January 1, 2002-December 31, 2002: $6,462.50/month ($15.00 psf/year);

          January 1,2003-December 31, 2003; $6,893.33/month ($16.00 psf/year)

 

          The Basic Rental Amount for the combined spaces shall be:

 

          January 1, 2001-March 31, 2001: $6,128,50/mo ($14,00 psf/year);

          April 1, 2001-December 31, 2001; $12,160.17/mo ($14.00 psf/year);

          January 1, 2002-December 31, 2002; $13,028.75/mo ($I5,00 psf/year);

          January 1, 2003-December 31,2003: $13,897.33/mo ($16.00 psf/year)

 

4.    Paragraph 6 (c) is hereby amended to provide that Tenant shall have 40

     general parking spaces and 4 covered reserved parking spaces.

 

5.    Paragraph 39, Special Provisions, is added to provide the following:

     Landlord agrees to provide Tenant with one (1) site sign panel,

     approximately 10 feet by 18 inches to be located on the third row of such

     site sign. Tenant shall pay to Landlord as part of the base monthly rental

     an additional $50 per month beginning April 1, 2001 for such site signage.

     Tenant will be responsible for the costs of installing such sign panel,

     which shall be approved by Landlord.

 

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6.    Exhibit "C" Tenant Finish Improvement shall be amended to provide up to

$52,115 or $5.00 per rentable square foot for improvements to the lease premises

that shall be shared between the Original 5,253 rentable square feet and the

Expansion Space of 5.170 rentable square feet allowance.

 

     The lease is hereby otherwise ratified and confirmed in all respects.

 

     Executed at Austin, Williamson County, Texas on this ___ day of February

     2001.

 

                                      TENANT: AVENTIS PHARMACEUTICALS, INC.

 

                                       /s/

                                       ------------------------------------

                                      By:

 

                                      LANDLORD: FT. ROUND ROCK, LTD.

 

                                       /s/   Daniel W. Herd

                                      ------------------------------------

                                      By: Daniel W. Herd

                                      Title: General Partner

 

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                          OFFICE SPACE LEASE AGREEMENT

 

STATE OF TEXAS          Section

                        Section

COUNTY OF TRAVIS        Section

 

         THIS LEASE AGREEMENT is made and entered into this 27th day of November

2000, by and between FT. ROUND ROCK, LTD., referred to as "Landlord" and AVENTIS

PHARMACEUTICALS INC., hereinafter referred to as "Tenant", without regard to

number or gender,

 

         1.        LEASED PREMISES: In consideration of the rents herein

provided, and the terms, provisions, and covenants hereof, Landlord hereby

leases, lets and demises to Tenant, and Tenants takes the leases from Landlord,

the following described premises (referred to in the lease as the "Leased

Premises") being Suite 450, in Old Town Square, ("the Building"), located at 1

Chisholm Trail in the city of Round Rock, Williamson County, Texas, the land on

which the Building is located is particularly described in Exhibit "A" attached

hereto (the "Property", and made a part hereof for all purposes.

 

         The number of square feet of net rentable area comprising the Leased

Premises shall be the number herein specified, and which is shown on the floor

plan attached hereto and designated Exhibit "B". which Exhibit is incorporated

herein by reference for all purposes.

 

         2.        TERM: The term of this lease will begin with the Rent

Commencement Date. The Rent Commencement Date is defined to be the earlier to

occur of (i) the 1st day of December 2000, (ii) the date of substantial

completion of improvements to be undertaken by Landlord, if any, or (iii) the

date Tenant occupies the Leased Premises. The lease will terminate (unless

extended under the provisions of this lease) on the last day of the thirty-six

(36th) full calendar month after the Rent Commencement Date, unless sooner

terminated in accordance with the terms and conditions hereinafter set forth.

Any occupancy of the Leased Premises by Tenant prior to the Rent Commencement

Date shall be subject to all of the terms and provisions of this lease. A "lease

year" as used herein shall mean that period beginning with the first day of the

first full calendar month of the lease term and ending on the last day of the

twelfth full month of the lease term. For all purposes of this Agreement, the

term "Effective Date" shall be the date of acceptance hereof by Landlord.

Notwithstanding the fact that the rent hereunder shall commence at the date

subsequent to the Effective Date of this Agreement, Landlord and Tenant intend

and agree that each snail have vested rights immediately upon execution of this

Agreement and this it is intended that this Agreement shall be fully binding

upon the parties, and shall be in full force and effect from and after the

execution hereof by Landlord and Tenant.

 

         3.        RENT: Tenant agrees to pay a base monthly rental for the use

and occupancy of the Leased Premises during the term hereof in the following

amount(s):

 

                  December 1, 2000 through December 31,2000: $0,00

                  January 1, 2001 through December 31, 2001: $6,128,50/month

                  ($14.00 psf/year)

                  January 1, 2002 through December 31, 2002: $6,566.25/month

                  ($15.00 psf/year)

                  January 1, 2003 through December 31, 2003: $7,004.00/month

                  ($16.00 psf/year)

 

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which amount(s) shall be payable in advance (without deduction or offset) each

month on the first day of the month beginning on the Rent Commencement Date and

shall be payable to Landlord at the address shown below. Such base rental shall

be subject to adjustment as hereinafter provided. If the monthly rental payment

is not received by Landlord on or before five (5) days following the due date,

said rental payment shall be in default and a service charge of 10% of the

defaulted payment may, at the option of Landlord, become due and payable in

addition to the regular rental owed under this lease. Tenant acknowledges that

late payment by Tenant to Landlord of rent or other sums due hereunder will

cause Landlord to incur costs not contemplated by this Lease, the exact amount

of which will be extremely difficult to ascertain, including, but not limited to

processing and accounting charges, and that such late charges represent a fair

and reasonable estimate of the cost that Landlord will incur by reason of the

late payment by Tenant. Should the Rent Commencement Date be on a day other than

the first day of the month, the rental for such partial month shall be

proportionately reduced (by the ration that the number of days in the month

prior to the Rent Commence Date bears to the total number of days in the month),

and rent for the first partial month shall be payable at the beginning of said

period.

 

                  Tenant shall deposit on the date of the execution of this

lease a security deposit of $6,128.50 in cash to be held by Landlord for the

security of performance by Tenant of the obligations herein contained, it being

expressly understood that such security deposit shall not be considered an

advance payment of rental or a measure of Landlord's damages in case of default

by Tenant. Tenant has deposited with Landlord the security deposit on the

understanding that:

 

                  (a) the security deposit or any portion thereof may be applied

to the curing of any default that may exist hereunder, without prejudice to any

other remedy or remedies which Landlord may have on account thereof, and upon

such application, Tenant shall pay Landlord on demand the amount so applied

which shall be added to the security deposit so the same shall be restored to

its original amount;

 

                  (b) should the Leased Premises be conveyed by Landlord, the

security deposit or any balance thereof may be turned over to Landlord's grantee

or assignee, and if the same be turned over. Tenant hereby releases Landlord

from any and all liability with respect to the security deposit and its

application, and Tenant agrees to look solely to such grantee or assignee for

such application or return;

 

                  (c)Landlord shall not be obligated to hold the security

deposit as a separate fund, or to pay Tenant any interest thereon, but may

commingle it with other funds; and

 

                  (d) if Tenant shall faithfully perform all of the covenants

and agreements in this lease contained on the part of Tenant to be performed,

the security deposit, or any then remaining balance thereof, shall be returned

to Tenant, without interest, within thirty(30) days after the expiration of this

lease.

 

                  Tenant hereby waives and disclaims all present and future

rights to apply any rental obligations against any obligation of Landlord,

howsoever incurred, or to assert that_any_ such obligation of Landlord entitles

Tenant to any counterclaim or any reduction, abatement, offset, or refund of

rent, and Tenant agrees not to claim or assert any such rights.

 

         4. USE OF LEASED PREMISES:

 

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                  (a) The Leased Premises shall be used and occupied by Tenant

only for professional, executive or administrative general office purposes in

connection with Tenant's business or profession and for no other purpose

whatsoever.

 

                  (b) Tenant acknowledges that, except as herein expressly

provided, neither Landlord nor any agent of Landlord has made any representation

or warranty with respect to the Leased Premises or the Building or with respect

to the suitability of either for the conduct of Tenant's business, nor has

Landlord agreed to undertake any modification, alteration or improvement to the

Leased Premises except as provided in this lease. Landlord and Tenant expressly

disclaim any implied warranty that the Leased Premises are suitable for Tenant's

intended commercial purpose.

 

                  (c) Any use of the Premises in violation of the Rules and

Regulations is expressly prohibited,

 

         5.         LANDLORD IMPROVEMENTS: Landlord will, unless the Leased

Premises are leased on an "As Is" basis, install or cause to be installed in the

Leased Premises, at Landlord's expense, the building standard improvements

specified in Exhibit "C" hereto. All other or additional improvements to the

Leased Premises shall be installed at the sole cost and expense of the Tenant,

either by Landlord, or by contractors, subcontractors or other persons selected

by Tenant and approved in writing by Landlord, as Tenant shall direct, any such

improvements to be subject to the provision of Paragraph 10 thereof pertaining

to Alterations and Improvements.

 

         6.        LANDLORD SERVICES: Except as otherwise herein provided,

Landlord will pay for the water utilized in operating any and all facilities

serving the Leased Premises, and in addition, subject to Tenant's performance of

its obligations hereunder, Landlord will use all reasonable efforts to furnish

Tenant, while occupying the Leased Premises:

 

                  (a) Cold and hot water at those points of supply provided for

general use of other tenants in the building, central heat and air conditioning,

at such times as Landlord normally furnishes these services to other tenants in

the Building, and at such temperatures and in such amounts as are considered by

Landlord to be sufficient, (or at temperatures otherwise required by law),

janitor services on a five (5) day week basis, electric current, routine

maintenance, painting and electric lighting service for all public areas and

special service areas to the Building the manner and to the extent deemed by

Landlord to be sufficient. Failure by Landlord to any extent to furnish these

defined services, or any interruption or cessation thereof, resulting from

causes beyond the control of Landlord, shall not render Landlord liable in any

respect for injury or damages to either persons or property, nor shall such

event be construed as an eviction of Tenant, nor work an abatement of rent, nor

relieve Tenant from fulfillment of any covenant or agreement hereof. Should any

of the equipment or machinery break down, or for any cause cease to function

property. Landlord shall use reasonable diligence to repair the same promptly,

but Tenant shall have no claim for rebate of rent or damages on account of any

interruptions in service occasioned thereby or resulting therefrom so long as

Tenant shall have reasonable access to and use of the Leased Premises,

 

                  (b) Landlord shall provide adequate electrical facilities to

furnish power for Tenant's business requirements to include, but not be limited

to, typewriters, voice writers, calculating machines, computers, printers,

facsimile machines, copiers and other machines of similar low electrical

consumption; provided, however, that Tenant shall bear any utility costs,

including, without limitation, air conditioning costs occasioned by electro-data

processing

 

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machines, date processing equipment, other machines of high electrical

consumption, special lighting in excess of building standard, and any other item

of electrical equipment which (singly) consumes more than 0.5 kilowatts at rated

capacity or requires voltage other 120 volts single phase. To the extent

permitted by law before or during the term of this lease, Landlord, at its

option, may cause a water meter or electric current meter or such similar device

to be installed on the Leased Premises so as to measure the amount of water and

electric current consumed by Tenant, The cost of any such meters and of

installation, maintenance, and repair thereof shall be paid for by Tenant and

Tenant agrees to pay to Landlord, promptly upon demand by Landlord, for all such

excess water and electric expense incurred. If a separate meter is not installed

or Landlord is prevented from installing a separate meter by operation of law,

such excess cost for such water and electric current will be established by an

estimate made by the utility company, electrical engineer, or an independent

consultant, which estimate shall be binding on Tenant.

 

                  (c) Tenant shall have 20 general parking spaces and 2 covered

reserved parking spaces. Landlord reserves the right to designate the location

of such spaces. For each parking space. Tenant shall pay to Landlord ( as

Additional Rent hereunder) the sum of $ 0   or a total sum of $ 0 per month for

all parking spaces provided by Landlord to Tenant. It is specifically agreed and

understood that Tenant and all employees and agents of Tenant will park in the

areas designated by Landlord, and that Tenant, its employees and agents shall

not park On the area at the front of the Building, inasmuch as these areas are

intended specifically for visitors of the tenants in the building. For the

benefits of all tenants in the Building, the Landlord at Landlord's sole

discretion, shall have the right to issue parking stickers to Tenants and

Tenant's employees and agents, so that the vehicles belonging to tenants of the

Building can be distinguished from those belonging to visitors and invitees at

the Building. Landlord, as a service to the tenants of the Building, shall use

reasonable efforts to enforce these regulations, and shall have the authority to

cause vehicles owned by tenants at the Building (including the Tenant) to be

towed away at the expense of the owner of such tenant parking. It is

specifically agreed and understood that except as provided for herein above,

Landlord shall have the sole discretion of designating parking spaces in areas

at the Building and in charging fees for parking at the Building, Tenant shall

not charged for use of their parking spaces as noted above. The rules and

regulations pertaining to parking at the Building shall be subject to change

from time to time, according to such changes as published by Landlord in the

rules and regulations of the Building, or otherwise.

 

                  Landlord shall repair and maintain the structural portions of

the Building, including the basic plumbing, air conditioning, heating, and

electrical systems, unless such maintenance and repairs are necessitated in part

or in whole by the act. neglect, fault, or omissions of Tenant, its agents,

servants, employees, or invitees, in which case Tenant shall pay to Landlord the

reasonable cost of such maintenance and repairs.

 

                  Landlord or its agents shall rot be liable for any damage to

property entrusted to employees of the Building, nor for loss or damage to any

property by theft or otherwise, nor for any injury to or damage to persons or

properties resulting from fire, explosion, falling plaster. steam, gas.

electricity, water or rain which may leak from any part of the Building or from

the pipes, appliances, or plumbing works therein or from the roof, street, or

subsurface or from any other place resulting from dampness or any other cause

whatsoever, unless caused by or due CO the gross negligence or willful

misconduct of Landlord, its agents, servants or employees. Landlord or its

agents shall not be liable for loss of business by Tenant, nor for any

consequential damages, nor shall Landlord be liable for any latent defect in the

Leased Premises or the Building except to

 

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repair such defect. Tenant shall give prompt notice to Landlord in case of fire

or accident in or on the Leased Premises or in the Building or of defects

therein.

 

                  Landlord shall not be liable or responsible to Tenant for any

loss or damage or expense which Tenant may sustain or incur if either the

quantity or character of electric Service or other utility service is changed or

is no longer available or is no longer suitable for Tenant's requirements.

 

         7.        QUIET ENJOYMENT: Landlord warrants that it has full right to

execute and to perform this lease and to grant the estate demised herein and

that Tenant, upon payment of the rent herein required, and performing the terms,

conditions, covenants and agreements herein contained, shall peaceably and

quietly have, hold and enjoy the Leased Premises during the full terms of this

lease and any extension or renewal hereof.

 

         8.        REPAIRS AND MAINTENANCE: Unless otherwise expressly provided

herein, Landlord shall not be required to make any improvements or repairs of

any kind or character on the leased premises during the term of this lease.

Tenant shall, at its own cost and expense, repair or restore any damage or

injury to the Leased Premises, or any part thereof, caused by Tenant or Tenant's

agents, employees, invitees, licensees or visitors; provided, however, if Tenant

fails to make such repairs or replacements promptly. Landlord may. at its

option, make such repairs or replacements, and Tenant shall reimburse the cost

thereof to Landlord on demand.

 

                  Tenant shall not commit or allow any waste, or damage to be

committed on any portion of the Leased Premises, and at the termination of this

lease, by lapses of time or otherwise, " Tenant shall deliver Said Leased

Premises to Landlord in as good condition as that date of initial possession by

Tenant, ordinary wear and tear excepted, and upon such termination of this

lease, Landlord shall have the right to re-enter and resume possession of the

Leased Premises. The cost and expense of any repair necessary to restore the

condition of the Leased Premises to the condition in which they are to be

delivered to Landlord shall be borne by Tenant.

 

         9.        OPERATING EXPENSES:

 

                  (a) Tenant agrees to pay as additional rent (over and above

the bass rental) Tenant's proportionate share of operating expenses, prorated

with respect to partial calendar years in which the lease is in effect.

Operating cost per net rentable square foot shall be determined by dividing the

operating costs of the Building for the year in question by the total net

rentable area within the Building. Tenant's proportionate share of the excess

operating expenses shall be equal to the net rentable area (in square feet) of

the Leased Premises multiplied by the operating cost per net rentable square

foot as determined in the manner described above. Landlord wilt use its best

efforts to invoice Tenant for the operating expenses within ninety (90) days

after the end of each calendar year in which this additional rental is due and

Tenant agrees to make payment of the additional rental to Landlord, within

thirty (30) days following receipt of the billing. Landlord may, at its option,

prior to the commencement of any calendar year, or during any calendar year,

estimate the amount of the operating expenses for the forthcoming year or for

the current year. Landlord shall compute Tenants proportionate share of such

estimated operating expenses and one-twelfth (l/12) of Tenants proportionate

share (as so estimated) shall be paid by Tenant each month as additional rent.

Landlord shall use its best effort to compute the actual operating expenses for

the year in question within ninety (90) days of the conclusion of such year, and

if the expenses for the estimated payments collected from Tenant during the year

are insufficient to cover Tenant's proportionate share of the actual operating

expenses for the calendar year in

 

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question. Tenant shall within thirty (30) days after receipt of a billing from

Landlord pay the difference to Landlord. If Landlord's estimates exceed the

amount of actual operating expenses. Landlord shall, at its option, either

refund the amount overpaid by Tenant or credit the amount overpaid by Tenant to

Tenant's proportionate share of operating expenses for the next calendar year in

which the lease is in effect. In the event this lease terminates prior to the

expiration of a calendar year. Landlord shall not be required to wait until the

close of the calendar year in order to finally determine Tenant's proportionate

share of operating expenses for such partial year and to make any adjustments

(and/or collections) made necessary by such determination. Instead, Landlord, at

Landlord's option, may (i), if Tenant is then paying as additional rent an

amount respecting estimated monthly operating costs, retain such estimated

monthly operating cost payments as Tenant's proportionate share of operating

costs for that year or (ii) base its final determination of Tenant's

proportionate share of operating costs on the assumption that such operating

costs shall increase over the actual operating costs incurred for the previous

year (hereinafter call the ("Measuring Year") by the same percentage amount that

the actual operating costs incurred for the Measuring Year exceeded those costs

actually incurred in the year prior to the Measuring Year. In such event,

Landlord shall divide the operating costs per square Foot) as determined the

manner described above) for the year in which Tenant's Lease is terminated by

365 and then multiply such per diem figure by the number of days during such

year during which Tenant's lease was in effect. Landlord then shall invoice

Tenant for such amount and Tenant agrees to pay the same to Landlord within

thirty (30) days of receipt of Landlord's invoice.

 

                  (b) Landlord shall have the right in any full or partial

calendar year to adjust the actual or estimated operating expenses of the

Building of which the Leased Premises are a part, to an amount which Landlord

reasonably calculates would be the operating expenses of the Building if it were

100% occupied for a full calendar year, and in such case Tenant's proportionate

share of   operating expenses shall be based on that amount.

 

                  (c) The term "operating expenses" as used above shall include

all expenses incurred with respect to the maintenance and operation of the

Building, including but not limited to, maintenance and repair costs,

electricity, fuel, water, sewer, gas and other utility charges, security, window

washing, janitorial services, trash and snow removal, landscaping, pest control,

elevator maintenance, maintenance of the air-conditioning and heating and

ventilation system, parking garage and parking lot maintenance, traffic control,

amounts paid to contractors or subcontractors for work or services performed in

connection with the operation and maintenance of the Building, amounts paid for

supplies used in connection with the operation and maintenance of the building,

all insurance costs, including fire and extended coverage and general liability

insurance, all taxes, assessments and governmental charges attributable to the

Building or its operation, fees for permits relating to the Building. and such

other general and administrative costs, management, legal and accounting

expenses that Landlord may From time to time deem necessary, (including, but not

limited to management fees) and shall also include amortization of the cost of

installation of investment items that are primarily for the purpose of reducing

operating costs or that may be required by governmental authority. All such

costs shall be amortized over the reasonable life of the capital investment

items, with reasonable life and amortization schedule being determined in

accordance with generally accepted accounting principles. The term "operating

expenses' shall not, however, include any capital improvements to the Building

(except as herein otherwise specifically provided). repairs or restoration for

which Landlord receives insurance reimbursement, advertising or promotional

expenses, depreciation allowance or expenses, leasing or rental commissions, or

payments on any mortgage or indebtedness of Landlord

 

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                  (d) Notwithstanding any expiration or termination of this

lease prior to the lease expiration date (except in the case of a cancellation

mutual written agreement) Tenant's obligation to pay any and all additional rent

under this lease shall continue and shall cover all periods up to and including

the lease expiration or termination of this lease. If any amounts which become

due by reason of escalation of rent are not paid by the tenth (10th) day

following the day on which they are due a service charge of ten percent (10%) of

such rental escalation amount shall become due and payable in addition to such

rental escalation. Said service charge is for the purpose of reimbursing

Landlord for the extra costs and expenses incurred in connection with the

handling and processing of late rental escalation payments.

 

         10.       ASSIGNMENT OR SUBLEASE: Landlord shall have the right to

transfer and assign, in whole or in part, its rights and obligation in the

Building and property that are the subject of this lease. Tenant shall not

assign this lease or sublet all or any part of the Leased Premises with out the

prior written consent of Landlord, which consent shall not be unreasonably

withheld, conditioned or delayed. Tenant shall have the right to assign this

Lease without the prio