LEASE BETWEEN SCIENCE PARK DEVELOPMENT CORPORATION AND ARVINAS OPERATIONS, INC.

 

Exhibit 10.15

 

 

 

 

 

 

LEASE

 

BETWEEN

 

SCIENCE PARK DEVELOPMENT CORPORATION

 

AND

 

ARVINAS OPERATIONS, INC.

 

 

 

 

 

 

 

 

 

DATE:November 15, 2019

 

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TABLE OF CONTENTS

 

 

 

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This Lease (this "Lease") is made and entered into as of the ___ day of November, 2019, by and between SCIENCE PARK DEVELOPMENT CORPORATION, a Connecticut non-stock corporation having a principal place of business at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (herein referred to as "Landlord") and ARVINAS OPERATIONS, INC., a Delaware corporation, having a principal place of business at c/o Arvinas, Inc., ▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (herein referred to as "Tenant").

 

W I T N E S S E T H:

 

Landlord warrants and represents to Tenant that it is a non-stock corporation organized and in good standing under the laws of the State of Connecticut and that it has full right, power and authority to enter into this Lease in the manner hereinafter subscribed.  Tenant warrants and represents to Landlord that it is a corporation organized and in good standing under the laws of the State of Delaware and that it has full right, power and authority to enter into this Lease in the manner hereinafter subscribed.  Based upon the foregoing, Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the Leased Premises as hereinafter defined, for the term, rentals, and upon other conditions and covenants as follows:

 

 

ARTICLE 1.  LEASED PREMISES

 

1.1.Leased Premises.

 

(a)Landlord is the owner of the real property located at Science Park, New Haven, Connecticut as described on Exhibit A attached hereto (the “Property”).  The Tenant shall lease from Landlord the following premises located in Science Park Building 4 (“Building 4”), which is located on the Property: approximately 3,427 rentable square feet on the fourth floor of Building 4, as shown on the floor plan attached hereto as Schedule A (the “Leased Premises”).  Tenant shall have exclusive use of the Leased Premises.  If requested by Tenant, the elevator lobby area on the fourth floor of Building 4 (the “Elevator Lobby”) may be reconfigured to increase the size of the Leased Premises.  If the Elevator Lobby is so reconfigured: (i) Tenant shall pay to Landlord, as Additional Rent (as hereinafter defined), within ten (10) days of receipt of a request for payment and copies of any receipts or other record of such costs from Landlord, all reasonable costs and expenses incurred by Landlord in connection with reconfiguring the Elevator Lobby and BOMA standard floor area re-measurement; and (ii) the corresponding Base Rent and Additional Rent payable under this Lease shall be increased based on the rentable square feet added to the Leased Premises.

 

(b)Tenant's rights under this Lease shall include, in common with other tenants of Building 4 or buildings within which the Leased Premises may be located from time to time, use of the land and the facilities, accesses, hallways, roadways, sidewalks, and like service and scenic improvements and grounds (with the exception of parking areas), which are intended for the common use of tenants of Building 4 or such buildings ("Common Facilities").

 

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1.2.Parking.  The rental of the Leased Premises will include the use of up to fifteen (15) parking spaces ("Tenant's Parking Spaces"), in parking lots in common with other tenants and in locations in reasonable proximity to Building 4 as designated by Landlord.  

 

 

ARTICLE 2.  TERM

 

2.1.Term; Commencement Date.  The term of this Lease (the "Term") shall commence on November 15, 2019 (the "Commencement Date") and Landlord agrees to deliver to Tenant, and Tenant agrees to accept, exclusive possession of the Leased Premises as set forth in Section 2.4 below. Unless sooner cancelled or terminated or extended in accordance with the terms of this Lease, the Term will expire with respect to the entire Leased Premises as of the last day of the 36^th calendar month following the Commencement Date (the "Expiration Date").  

 

2.2.Intentionally Deleted.  

 

2.3.Intentionally Deleted.

 

2.4.“As Is” Condition; No Representations by Landlord.

 

 

 

 

2.5.Limited Warrantees by Landlord.  Landlord warrants that:

 

 

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2.6.Tenant’s Work. Tenant, at its sole cost, subject only to the provisions of Section 2.3 above, shall be responsible for any construction and alterations within the Leased Premises together with the installation of its furniture, fixtures and business equipment, including telecommunications cabling and equipment, security systems, and any other ancillary systems it may require as approved  by the Landlord in writing, which approval shall not be unreasonably withheld or delayed (the "Tenant's Work"), at its expense, and in a good and workmanlike manner in accordance with all of its obligations under this Lease including, without limitation, Article 6 hereof. Tenant shall furnish and install any and all necessary trade fixtures, equipment and other items necessary for the proper conduct of Tenant’s business subject to the reasonable approval of Landlord.    All of the foregoing work and all work Tenant may undertake pursuant to Article 6 of this Lease shall be done in accordance with all laws, rules, regulations and ordinances applicable thereto, including, if necessary, compliance with the Americans With Disabilities Act, as amended from time to time, and the acquisition by Tenant of a building permit from the municipal department having jurisdiction, if required. Landlord agrees to cooperate with Tenant in obtaining required permits, including executing applications if required.  In no event shall Landlord be required to provide or install any trade fixtures or equipment.  Tenant shall comply and cause all of its contractors to comply with the provisions of Article 6 of this Lease.

 

2.6.1.Tenant Grant Applications.  Landlord shall reasonably cooperate with Tenant’s efforts to secure funding from the Department of Economic and Community Development in connection with Tenant’s Work.

 

 

ARTICLE 3.  BASE RENT AND ADDITIONAL RENT

 

3.1.Base Rent.

 

A.As used herein, the term "Lease Year" shall mean the 12-month period commencing on the Commencement Date and each succeeding 12-month period.  

 

During the initial Term, other than with respect to the Initial Rent Prepayment and subject to adjustment, if applicable, as provided in Section of 1.1(a) of this Lease, Tenant shall pay to Landlord a base rent ("Base Rent") for each month of each Lease Year as follows:

 

 

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B.All Base Rent and recurring monthly installments of all items of “Additional Rent” (as hereinafter defined) shall be payable each month, in advance, by not later than the first day of each month by way of wire transfer, electronic funds transfer, or other approved form of “same day” available funds.  All Base Rent and recurring Additional Rent will be prorated for partial months during the Term.

 

C.Upon the full execution of the Lease, Tenant shall tender to Landlord the sum of $38,892.13, representing the Base Rent payable for the first six and one-half months of the Term (the “Initial Rent Prepayment”) and the Deposit as defined in and as provided in Section 24.1 of this Lease.

 

3.2.Additional Rent.  In addition to Base Rent, Tenant shall pay to Landlord additional rent (“Additional Rent”) consisting of all other sums of money as shall become due and payable by Tenant as expressly set forth in this Lease, including without limitation, amounts due and payable under this Article 3, for default in the payment of which Landlord shall have the same remedies as for a default in the payment of Base Rent.

 

A.Definitions.  For the purposes of this Agreement, the following terms shall have the meanings indicated:

 

"Base Operating Expense Year" shall mean the calendar year 2019.

 

"Base Property Tax Year" shall mean the calendar year 2019.

 

"Base Operating Expenses" shall mean the amount of Operating Expenses
attributable to the Base Operating Expense Year.

 

"Base Property Taxes" shall mean the amount of Property Taxes attributable to the Base Property Tax Year.

 

"Operating Expenses" shall mean all costs and expenses paid or incurred by or on behalf of Landlord: (i) in providing HVAC service to the Leased Premises; and (ii) with respect to the ownership, maintenance, policing, repair, replacement, restoration, management, insurance, security and/or operation of Building 4 and any parking areas serving Building 4 or any part thereof, and are herein deemed to include, but not necessarily be limited to the following:

 

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Notwithstanding anything to the contrary contained herein, Operating Expenses shall in all cases exclude:

 

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“Property Taxes” shall mean all real property taxes and assessments, water and sewer taxes and assessments, and any and all other governmental levies, taxes or charges, general or special, ordinary or extraordinary, unforeseen as well as foreseen, of any kind of nature whatsoever, which may be assessed or imposed from time to time during any part of the Term by the City of New Haven and/or any other governmental taxing authority, upon the Property,  Building 4 and/or the parking lot(s) from time to time serving Building 4; provided, however, that Property Taxes shall not include any transfer, excise, income or corporate franchise tax levied on Landlord.  If, due to a future change in the method of taxation or in the taxing authority, a tax or governmental imposition, however designated (including, without limitation, any tax measured or payable with respect to income, profits, rents or other charges received by Landlord and levied against Landlord, the Property and/or Building 4) shall be levied against Landlord, the Property and/or Building 4 in substitution, in whole or in part, or as an addition to or in lieu of any Property Taxes, then such tax or governmental imposition shall be deemed to be included within the definition of the term “Property Taxes” for the purposes hereof.

“Tenant's Proportionate Share" shall mean that fraction, the numerator of which is the number of rentable square feet of floor space in the Leased Premises as set forth in Article 1 of this Lease, and the denominator of which (the "Denominator") is the average of the total rentable square feet of floor space in Building 4 actually under lease to tenants during the calendar year in question (as such number is determined by leases, whether verbal or in writing, and pursuant to the terms of which leases rent has commenced to be payable), (said average being referred to as the "Average Occupancy Figure"). Notwithstanding the foregoing, in the event that the Average Occupancy Figure is less than ninety five percent (95%) of the total rentable square footage in Building 4 during the Base Operating Expense Year or any other calendar year, then in such event (i) the Denominator described hereinabove shall be then established during such period in question at ninety five percent (95%) of the total rentable square footage in Building 4, and (ii) those components of Operating Expenses which relate to and are incurred as a consequence of Building 4 tenant use and occupancy (including Building 4 maintenance and repair, janitorial and cleaning expenses. Building 4 management fees and costs and Building 4 tenant electric expenses) shall be increased on a pro rata basis from the actual levels at which they are incurred during any given calendar year in question to the levels at which they would have been incurred had the Average Occupancy Figure been ninety five percent (95%) of the total square footage in Building 4 during the calendar year in question.

B.Expense and Tax Increases.  In addition to the Base Rent, Tenant shall pay to Landlord, as Additional Rent, as hereinafter provided, Tenant's Proportionate Share of (i) increases in Operating Expenses over the Base Operating Expenses, and (ii) increases in Property Taxes over the Base Property Taxes (collectively referred to as the "Expense and Tax Increases"). Prior to the end of the Base Operating Expense Year, and in advance of each calendar year thereafter during the Term, Landlord shall furnish Tenant with an estimate (which estimate may be changed by Landlord from time to time) of Tenant's Proportionate Share of the Expense and Tax Increases for the ensuing calendar year (or portion thereof). Commencing with the monthly installment of Base Rent payable for January, 2019, and thereafter on the first (1st) day of each month during the Term, Tenant shall pay to Landlord one-twelfth (1/12th) of the amount of Landlord's then current estimate of Expense and Tax Increases. Within 180 days after the end of each calendar year following the Base Operating Expense Year and within 180 days after the end of the Term, Landlord shall submit to Tenant a statement, prepared by Landlord, of the actual Expense and Tax

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Increases for the preceding calendar year (or partial calendar year in the event the Term shall end on a date other than a December 31^st), and the figures used for computing Tenant's Proportionate Share for the preceding calendar year, and if Tenant's Proportionate Share of Expense and Tax Increases so stated for such period is (i) more than the amount paid for such period, Tenant shall pay to Landlord the deficiency within thirty (30) days after submission of such statement, or (ii) less than the amount paid for such period, at Landlord's sole election, Tenant shall be entitled to a credit in the amount of such excess against amounts next coming due under this Paragraph or Landlord shall refund the amount of such overpayment to Tenant (or a refund of such excess in the case of the end of the term of this Lease). Any such adjustment shall survive the expiration or earlier termination of the Term. If Landlord shall furnish such estimate subsequent to the commencement of any such calendar year, then, until the first (1st) day of the month following the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first (1st) day of each month an amount equal to Tenant's monthly payment with respect to Tenant's Proportionate Share of Expense and Tax Increases for the last month of the preceding calendar year.  

 

3.3.Omitted.

 

3.4.Electricity.  Tenant shall pay to Landlord, as Additional Rent hereunder, an amount equal to $4.00 per year for each rentable square foot of the Leased Premises, which shall be payable in equal monthly installments as of the first day of each month of the Term and, when applicable, shall be tendered together with the regular monthly payments of Base Rent and Additional Rent.    

 

3.5.Absolute Obligation to Pay; No Set-Off.  Tenant's obligation to make full and prompt payments of all Base Rent and Additional Rent when owed under the terms of this Lease is absolute.  Base Rent and Additional Rent shall be paid without set-off, withdrawal or deduction of any nature.

 

3.6.Partial Payments.  Any payment of Base Rent and/or Additional Rent which is less than the amount then due and owing to Landlord will be considered a payment against the oldest outstanding rental obligation and Landlord may accept such payment without affecting its rights to collect the balance owed.

 

3.7.Interest on Late Payments of Base Rent, Additional Rent or Other Amounts Due.  Any Base Rent, Additional Rent or other amount which is owed by Tenant under this Lease and which is not paid within fifteen (15) days of the date when due shall carry interest at an annual rate (the “Default Rate”) equal to the lesser of (i) the highest rate allowed by law from the date which is fifteen (15) days after the date such Base Rent and/or Additional Rent or other amount was due until the date of payment, and (ii) eighteen percent (18%) per annum.

 

3.8.Bookkeeping and Audits. Landlord shall maintain books and records respecting gas, electricity, Operating Expenses and Property Taxes and determine the same in accordance with sound accounting and management practices, consistently applied.  Tenant or its representative shall have the right to examine those books and records of Landlord and any managing agent reasonably necessary for purposes of auditing expenditures for gas, electricity, Operating Expenses and Taxes in question.  Such examination shall take place during normal

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business hours at the place or places where such records are normally kept.  Each Annual Operating Expense Statement rendered to Tenant shall be considered final, unless Tenant has given written notice to Landlord of its intention to audit the books and records of Landlord, which notice must be given within forty five (45) days following Tenant’s receipt of such Annual Operating Expense Statement.  In the event that Landlord and Tenant are unable to resolve the dispute within forty five (45) days following Landlord’s granting Tenant access to such books and records of the Landlord, then such dispute shall be submitted to an independent certified public accounting firm selected by Landlord, subject to Tenant’s reasonable approval of such firm, which approval shall not be unreasonably withheld or delayed.  The certification by such independent certified public accounting firm as to the proper amount shall be final and conclusive as between Landlord and Tenant.  Tenant shall promptly pay the fees and costs of such independent certified public accounting firm unless such certification determines that Tenant was overbilled by more than two (2%) percent in which case Tenant’s audit expenses will be paid by Landlord.  Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying, without prejudice to Tenant's position, Tenant's Pro Rata Share of gas, electricity, Operating Expenses and Taxes paid or incurred during the applicable period in the amounts determined by Landlord, subject to adjustment after any such exceptions are resolved.

 

3.9.Survival.  The rights, obligations and liabilities of Landlord and Tenant under this Article 3 shall survive the expiration or earlier termination of this Lease for any reason.

 

 

ARTICLE 4.  TAXES

 

4.1.Personal Property Taxes.  Tenant shall be solely responsible for and pay within the time provided by law all taxes and assessments imposed on its inventory, furniture, trade fixtures, apparatus, equipment and any other of Tenant's personal or other property.

 

4.2.Property Taxes.  Tenant’s liability for the payment of Property Taxes is governed by Section 3.2 of this Lease.

 

4.3.Available Abatements of Real Property Taxes.  Landlord shall use reasonable commercial efforts to assist Tenant’s efforts to obtain the benefit of any “Enterprise Zone” abatements of Property Taxes that may be available as a result of, relating to, or in connection with the Tenant’s occupancy of the Leased Premises or Tenant’s business operations therein (“Property Tax Abatements”).  Landlord shall not be required to commence any adversarial proceeding, whether administrative or judicial, to obtain any ruling, file any appeal, or otherwise to defend any application and shall not be accountable to the Tenant for any of its efforts in seeking Property Tax Abatements.  In the event that any Property Tax Abatements are secured, Landlord shall credit the amount of the Property Tax Abatements, net of all out-of-pocket costs, expenses and fees incurred by Landlord in securing such Property Tax Abatements, in equal installments to the Additional Rent payable by Tenant during the next six months after such Property Tax Abatements are received by or credited to Landlord by such taxing authority.  Landlord makes no representations as to the availability of Property Tax Abatements and/or the Landlord’s rights with respect thereto.  

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4.4.Other Taxes and License Fees.  Tenant shall pay before delinquency all license and permit fees and taxes that may be imposed upon the business of Tenant on the Leased Premises.

 

4.5.Survival. The rights, obligations and liabilities of Landlord and Tenant under this Article 4 shall survive the expiration or earlier termination of this Lease for any reason.

 

 

ARTICLE 5.  TENANT'S USE OF LEASED PREMISES

 

The Leased Premises will be used by Tenant only for research, office and laboratory purposes and for purposes incidental thereto and for any other uses consistent with the applicable zoning laws for City of New Haven and not otherwise prohibited by this Lease.  Notwithstanding the foregoing, the Tenant shall, in all circumstances, use the Leased Premises for lawful purposes only and shall not use or occupy, nor permit the use nor occupancy of, the Leased Premises or any portion thereof for any of the following purposes: retail sales to the general public; the development, production or sale of pornographic materials; operation or promotion of a gambling establishment; or any use which creates fire, explosive or other similar hazard outside of normal research and laboratory use.  Tenant shall at all times and in all respects comply with all local, state and federal laws, ordinances, regulations and orders relating to land use, industrial hygiene, environmental (including, but not limited to the Environmental Laws as defined in Section 8.5) or similar laws, including the use, analysis, generation, manufacture, storage, disposal or transportation of Hazardous Materials as defined in Section 8.4.  

 

 

ARTICLE 6.  ALTERATIONS

 

6.1.Reconfiguration; Alterations or Improvements to Leased Premises.  Subject to the approval of the Landlord, which approval may not be unreasonably withheld, Tenant may reconfigure the Leased Premises at any time during the Term.  Tenant shall not otherwise make any alterations, additions or improvements in or to the Leased Premises except with Landlord's prior written consent, which consent will not be unreasonably withheld.  Without limiting the generality of the foregoing, it shall not be unreasonable for Landlord to withhold its approval or consent or require modifications to any proposed reconfiguration, alterations, additions or improvements if there will be any effect upon or interference with the design or installation of any mechanical, electrical or other systems which interconnect to or could affect or be affected by mechanical, electrical, HVAC or other Building 4 systems.

 

6.2.Improvements to Become Property of Landlord.  All additions and other improvements installed in the Leased Premises at any time except for Tenant’s trade fixtures and equipment, as set forth on Schedule B, as may be updated by Tenant with notice to Landlord from time to time, or as otherwise set forth in one or more written notices to Landlord, either by Tenant or by Landlord on Tenant's behalf, shall become the property of Landlord and shall be surrendered with the Leased Premises upon termination of this Lease.  Upon the termination of this Lease, Landlord may require the removal of any additions and improvements installed in the Leased

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Premises that the Tenant installed without providing advance notice thereof to Landlord. If Tenant provides advance written notice to Landlord as to the installation of any additions or improvements to the Leased Premises, Tenant may include in such notice a specific reference to this section of this Lease and request the Landlord to determine whether such additions or improvements must be removed by Tenant upon the termination of the Lease.  Landlord shall respond to such a notice from Tenant in writing within twenty (20) days of receipt, and state whether or the extent to which such additions and improvements must be removed upon the termination of the Lease and such written response from Landlord shall be binding on the parties.  Landlord acknowledges that Tenant has supplied certain equipment, as contained in Schedule B attached, and Tenant shall remove said equipment upon termination of this Lease.

 

6.3.Tenant's Removal of Trade Fixtures.  Nothing in this Article shall prevent Tenant's removal of its trade fixtures upon the Expiration Date or earlier termination of this Lease in accordance with the terms hereof, but upon such removal, Tenant shall promptly, and at its own expense, repair and restore any damage caused by such removal.

 

6.4.Tenant's Compliance with Conditions of Construction.  Tenant shall, before making any alterations, additions or improvements permitted hereunder, obtain all permits, approvals and certifications required by any governmental or quasi-governmental body or authority, and (upon completion) certificates of final approval and/or completion thereof, and shall deliver promptly copies of all such permits, approvals and certificates to Landlord. In performing any additions, alterations or improvements to the Leased Premises permitted hereunder, Tenant shall comply with all applicable laws, regulations and ordinances.  Tenant agrees to carry, and will cause its contractors and subcontractors to carry, worker's compensation insurance in the amount required by law and general liability insurance with a limit of not less than One Million Dollars ($1,000,000.00) combined single limit per occurrence for bodily injury, personal injury and property damage liability.  Each such policy shall name Landlord and, at Landlord’s request, Landlord’s Lenders (as such term is defined in Section 10.1 hereof), as additional named insured(s) and Tenant shall furnish to Landlord prior to the commencement of construction appropriate certificates evidencing that such insurance is in effect.  Any such alterations, additions or improvements shall be at the sole expense of Tenant using contractors selected by Tenant and approved by Landlord, which approval shall not be unreasonably denied or delayed.  Tenant shall notify Landlord in writing of the identity of each contractor with whom it intends to contract at least five (5) business days prior to entering into a contract with such contractor. If Landlord has not notified Tenant in writing that Landlord disapproves of such contractor within five (5) business days after Landlord was notified of the identity of Tenant’s proposed contractor, then such contractor shall be deemed approved.

 

6.5.Mechanic's Lien.  If any mechanic's lien is filed against the Property, Building 4 or the Leased Premises for work claimed to have been done or materials claimed to have been furnished to or for the benefit of Tenant, whether related to work done pursuant to any provision of this Lease or otherwise, the lien, within forty five (45) days of its receipt of notice of such filing, shall be discharged by Tenant at Tenant's expense by filing a bond as required by law or by other reasonable means.  

 

 

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ARTICLE 7.  REPAIRS

 

7.1.Landlord Maintenance.  Landlord shall maintain and repair the public portions of Building 4 and Common Facilities, exterior and interior, and shall make all structural repairs to Building 4, and repairs to the plate glass and roof and exterior walls subject to Tenant’s obligations under Sections 7.2 - 7.7 of this Lease.   Landlord shall maintain in good operating order and condition, the equipment serving Building 4 generally and the utility systems serving Building 4 and up to the Leased Premises but not utility fixtures within the Leased Premises and exclusively serving the Leased Premises.  Landlord shall have no obligation to maintain or repair any of fixtures, furniture, equipment or other personal property: (A) which are the property of the Tenant; (B) which were installed by the Tenant; or (C) which are located in the laboratory area of the Leased Premises, including, without limitation, fume hoods (including any fume hoods installed by Landlord), autoclaves, and glass wash units.

 

7.2.Tenant Maintenance.  Subject to Section 7.1, Tenant shall take good care of and maintain the Leased Premises, shall not waste the Leased Premises, Tenant shall also be responsible for its own janitorial services within the Leased Premises.  Any contractors retained by Tenant for these purposes must be approved by Landlord in accordance with the provisions of Section 6.4.

 

7.3.Tenant's Liability for Damages.  Notwithstanding any provision of Section 7.1 above, subject to the provision of Section 25.3, Tenant shall be liable for all damage or injury to the Leased Premises or to any other part of the Property or Building 4 or to any other portion of the property known as “Science Park”, of which the Property is a part, whether requiring structural or non-structural repairs, not otherwise covered by insurance proceeds, caused or resulting from by any intentional, negligent, grossly negligent or willful conduct on the part of Tenant, a subtenant of Tenant, their respective servants, employees, agents, contractors, subcontractors, licensees or invitees.  All such damage or injury shall be repaired promptly by Tenant at its sole cost and expense to the satisfaction of Landlord.

 

7.4.Tenant to Repair Damage.  Tenant shall repair all damage to the Property, Building 4 and to the Leased Premises caused by the moving, installing or removing of Tenant's fixtures, furniture, equipment or other personal property.

 

7.5.Landlord May Make Repairs at Tenant's Expense.  If Tenant fails after thirty (30) days' notice to proceed with due diligence to make any repairs required to be made by it (unless in Landlord’s judgment, reasonably exercised, a delay of thirty days may expose persons or property to possible damage or injury, wherein Landlord may proceed without notice to repair), repairs may be made by Landlord for the account of and at the expense of Tenant.  The reasonable costs and expenses so incurred by Landlord in making any such repairs shall be payable by Tenant as Additional Rent within thirty (30) business days following submission of reasonably detailed invoices therefor.

 

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7.6.Tenant to Notify Landlord of Defective Conditions.  Tenant shall give Landlord prompt written notice of any defective condition in the Leased Premises of which Tenant is aware, including but not limited to, any defective condition in the plumbing, heating system or electrical lines located in, servicing or passing through the Leased Premises.

 

7.7.Quality of Work.  Any and all work required or permitted to be done to or upon the Leased Premises by way of repairs, alterations, additions or improvements by Landlord or Tenant, or the agents or employees of either, shall be of a quality equal to the original construction and shall be done in accordance with all applicable laws, regulations and ordinances.

 

 

ARTICLE 8.  COMPLIANCE WITH LAWS; INCREASED INSURANCE RATES; ENVIRONMENTAL LAWS

 

8.1.Tenant to Comply with Laws and Regulations.  Subject to Sections 8.6 and 8.7 hereof, Tenant, at its sole cost and expense, shall comply with all present and future statutes, laws, orders, ordinances, rules, regulations and requirements of all federal, state, municipal and local governments, departments, commissions and boards, the directions of any public officer, and all orders, rules and regulations including, without limitation, the Connecticut State Fire Prevention Code and the Connecticut State Fire Safety Code, relating or pertaining to the conduct of Tenant's business or its specific use and occupancy of the Leased Premises (and not to those laws, etc. which pertain to tenants generally, which shall be Landlord’s responsibility) (collectively, “Laws”).  Landlord and not Tenant will make structural alterations if required by law, unless caused by Tenant’s alterations or specific manner of use.

 

8.2.No Violation of Insurance Policies.  Subject to Section 8.6 and 8.7 hereof, Tenant shall not do or permit any act to be done in or to the Leased Premises which will invalidate or be in conflict with any policies of insurance at any time carried by or for the benefit of Landlord with respect to the Leased Premises, Building 4 or Property.  Tenant shall not use the Leased Premises in a manner that will increase the rate of any insurance applicable to the Leased Premises, Building 4 or Property in effect on the Commencement Date.  Landlord represents that as of the Commencement Date, the use of the Leased Premises for office and laboratory and related purposes does not conflict with or invalidate any insurance nor subject Landlord to an increase in the rate of insurance.

 

8.3.Tenant to Pay Costs, Fines and Penalties.  Upon receipt of notice from Landlord, Tenant shall promptly pay all claims, costs, expenses, fines, interest, penalties or damages that may be imposed upon or incurred by Landlord by reason of any Event of Default, provided that Tenant shall not be liable for any late charges or other costs that result from a delay by Landlord in paying the same.  Subject to the terms of Section 8.2, if Landlord’s insurance rates are increased during the Term of this Lease because of a special risk associated with Tenant's use or occupancy, Tenant shall promptly reimburse Landlord for said increase as Additional Rent, upon receipt of reasonably detailed evidence thereof.

 

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8.4.Hazardous Materials.  As used herein, the term "Hazardous Materials" shall mean and include those elements, materials, compounds, mixtures, wastes or substances (collectively "Substances") in such amounts as are designated as pollutant, toxic, infectious, flammable, radioactive or hazardous (or contained in any list which is adopted) by the United States Environmental Protection Agency (the "EPA"), the State of Connecticut or any political subdivision thereof, including without limitation the Connecticut Department of Energy and Environmental Protection (“DEEP”), or is so designated under any of the Environmental Laws, and, whether or not included in any such list or designated as such, shall be deemed to include all Substances containing petroleum, petroleum products and derivatives, chlorinated hydrocarbons, asbestos, and polychlorinated biphenyls (PCB's).

 

8.5.Environmental Laws.  As used herein, the term "Environmental Laws" shall mean and include any Federal, State, or local statute, law, ordinance, code, rule, regulation, order, or decree regulating or relating to the protection of human health or the environment, or regulating or imposing liability or standards of conduct concerning the use, storage, discharge, handling, treatment, removal, disposal or transportation of any Hazardous Materials, as now or at any time hereafter in effect including, without limitation, Title 22a ("Environmental Protection") of the Connecticut General Statutes, including, but not limited to, Sections 22a-448 through 22a-457 of the Connecticut General Statutes (the "Superlien Statute"), the Federal Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. §§9601 et. seq., The Superfund Amendments and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq., the Federal Oil Pollution Act of 1990, §§2701, et. seq., the Federal Toxic Substances Control Act, 15 U.S.C. §§ 2601 et. seq., the Federal Resource Conservation and Recovery Act as amended, 42 U.S.C. §§6901 et. seq., the Federal Hazardous Materials Transportation Act, 49 U.S.C. §§1801 et. seq., the Federal Clean Air Act 42 U.S.C. §7401 et. seq., the Federal Water Pollution Control Act, 33 U.S.C. §1251 et. seq., the Rivers and Harbors Act of 1899, 33 U.S.C. §§401 et. seq., Title X of Pub.L. 102.550 (Oct. 28, 1992), and all laws, statutes, rules, ordinances, and all rules and regulations of the EPA, the DEEP or any other state or federal department, board, or agency, or any other agency or governmental board or entity having jurisdiction over the Property, as any of the foregoing have been, or are hereafter created, amended, supplemented, re-authorized, superseded and replaced from time to time.

 

8.6.Chemicals and Hazardous Materials.  Tenant shall, upon Landlord’s request, no more often than quarterly, provide Landlord with a list of chemicals and Hazardous Materials Tenant intends to store or use in the Leased Premises.  Such list, for the first Lease Year, is attached hereto as Schedule C.  Tenant shall promptly notify Landlord in writing whenever Tenant intends to store or use other chemicals or Hazardous Materials than appear on such list, provided, however, Tenant is permitted without prior notice and consent of landlord to use those Hazardous Materials necessary for the conduct of its business provided they are not used in “reportable quantities” and they are used in accordance with Environmental Laws.  

 

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8.7.Compliance with Environmental Laws.   Tenant shall at its own expense procure, maintain in effect and comply with all conditions of any and all permits, licenses and other government and regulatory approvals required for Tenant's activities or use of the Leased Premises, including, without limitation, the use, transportation, storage and discharge of Hazardous Materials.  Tenant shall comply at all times with all Environmental Laws applicable to Tenant’s activities or use of the Leased Premises.  Except as so discharged in accordance with all applicable Environmental Laws, Tenant shall cause any and all Hazardous Materials removed from the Leased Premises to be removed and transported solely by duly licensed haulers to duly licensed facilities for final disposal of such Hazardous Materials.  Tenant shall in all respects handle, treat, deal with and manage any and all Hazardous Materials in, on, under or about the Leased Premises in total conformity with all applicable Environmental Laws and prudent industry practices regarding management of such Hazardous Materials.  Upon expiration or earlier termination of the Term of the Lease, Tenant shall: (i) cause all Hazardous Materials used by Tenant to be removed from the Leased Premises by an appropriately licensed contractor and to be transported for use, storage or disposal in accordance and compliance with all applicable Environmental Laws; and (ii) shall arrange for a licensed industrial hygienist or other appropriately licensed contractor to clean the Leased Premises and any remaining furniture, fixtures and equipment of any and all Hazardous Materials used by Tenant and to provide to Landlord appropriate and customary written certifications specifying the completion of same including descriptions and/or serial numbers of all equipment cleaned by the contractor (“Cleaning Certificates”). Tenant shall promptly deliver to Landlord copies of all Cleaning Certificates and hazardous waste manifests reflecting the legal and proper cleaning of the Leased Premises and remaining furnishings, fixtures and equipment and the legal and proper disposal of all Hazardous Materials removed from the Leased Premises.

 

8.8.Tenant to Indemnify Landlord and Landlord’s Lenders; Landlord to Indemnify Tenant.  Tenant shall indemnify and hold harmless Landlord, Landlord’s Lenders (as defined in Section 10.1), and their respective directors, officers, employees and agents (each an “Indemnified Party”) from and against any and all claims, actions, proceedings, investigations, suits, penalties, fines, costs, expenses, sums paid in settlement, judgments, losses and damages, directly or indirectly arising as a result of or caused by Tenant’s failure to comply fully with any applicable Laws or Environmental Laws or the terms of this Article 8, except as a result of the negligence or misconduct of an Indemnified Party. Landlord shall indemnify and hold harmless Tenant and its directors, officers, employees, members and agents (each a “Tenant Indemnified Party”) from and against any and all claims, actions, proceedings, investigations, suits, penalties, fines, costs, expenses, sums paid in settlement, judgments, losses and damages, directly or indirectly arising as a result of or caused by the failure of Landlord or any prior tenant occupying the Leased Premises to comply fully with any applicable Laws or Environmental Laws. The foregoing indemnities shall include without limitation all costs of environmental cleanup, all fees and expenses of environmental consultants and engineers hired by an Indemnified Party or Tenant Indemnified Party and reasonable attorney’s fees incurred by an Indemnified Party or Tenant Indemnified Party directly or indirectly as a result of any claim for which indemnification is provided herein.  Tenant shall be responsible for the cost of any and all repairs to the Property, Building 4, the Leased Premises and any other real or personal property owned by Landlord or its subsidiaries from time to time, structural and nonstructural, required as a result of Tenant’s violation of any such Laws or Environmental Laws or terms of this Article 8. The terms of this Article 8 shall survive the termination or expiration of this Lease for any reason.

 

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ARTICLE 9.  FLOOR LOAD; MACHINERY AND EQUIPMENT

 

9.1.Floor Load.  Tenant shall not place a load upon any floor of the Leased Premises exceeding the established floor load of 100 pounds per square foot.  All such equipment and material installation shall be placed and maintained by Tenant at its expense, with equipment in settings sufficient to absorb vibration and noise and prevent annoyance to other tenants in Building 4.

 

9.2.Engines, Machinery and Equipment.  Tenant shall provide Landlord with a list of all engines, machinery and similar equipment Tenant intends to store or use in the Leased Premises, excluding ordinary office equipment.  Such list is attached hereto as Schedule B.  Tenant shall notify Landlord in writing in advance whenever Tenant intends to store or use engines, machinery or similar equipment in the Leased Premises other than that listed on Schedule B.

 

 

ARTICLE 10.  TENANT'S OBLIGATIONS TO LANDLORD’S LENDERS

 

10.1.Subordination.  The rights of Tenant under this Lease will always be subject and subordinate to the rights, title and interest of all present and future lenders who may from time to time extend credit to Landlord which extensions of credit may be secured in whole or in part by a mortgage or other security interest on the Property, Building 4 or Leased Premises (collectively, “Landlord’s Lenders”) and all renewals, modifications, replacements and extensions of any such mortgage or other security interest, provided Tenant’s occupancy will not be disturbed.  This provision is automatic without any further consent or confirmation by Tenant, but at Landlord's request, Tenant will execute an agreement in form and content reasonably acceptable to Landlord and Landlord’s Lenders (a "Subordination Nondisturbance Agreement") confirming this provision.  Tenant will sign a commercially reasonable Subordination Nondisturbance Agreement and return it to Landlord within thirty (30) days after Landlord a) makes the request in writing and b) provides Tenant with the form Subordination Nondisturbance Agreement.  Landlord shall obtain from Landlord’s Lenders a reasonable form of Subordination Nondisturbance Agreement in form and substance reasonably acceptable to Tenant to the effect that as long as Tenant shall keep, carry out, and perform all of the terms, covenants and provisions contained in this Lease which are to be performed by Tenant, within all applicable notice and cure periods, Landlord’s Lenders, or their assignees, will not disturb Tenant’s occupancy of the Leased Premises.

 

10.2.Estoppel Certificate.  Tenant agrees to execute and deliver to Landlord within thirty (30) days of Landlord's written request a certificate or statement reasonably required to confirm that this Lease is in full force and effect, whether it has been modified, and if so, how, and whether, to Tenant's knowledge, Landlord is in default in the performance or observance of any covenants or conditions in this Lease on Landlord's part to be performed or observed, or any condition exists that with the passage of time would, if uncorrected, constitute a default (an "Estoppel Certificate").  Landlord shall deliver to Tenant a comparable Estoppel Certificate within thirty (30) days after written request from Tenant.

 

10.3. Prohibition Against Recording Lease.  Neither party shall record this Lease on the New Haven Land Records.  Any such recordation of this Lease shall be an Event of Default hereunder and such recordation shall be null and void and of no force and effect.

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ARTICLE 11.  LIMITATIONS ON LANDLORD'S LIABILITY

 

11.1.Property.  Landlord shall not be liable for any loss of or damage to any property of Tenant, its employees, agents, contractors, subcontractors, licensees or invitees, whether by theft or otherwise, unless caused by the negligence or willful misconduct of Landlord, its agents, employees or contractors.

 

11.2.Landlord Not Liable for Other Tenants.  Other than as set forth in Section 8.8, Landlord and its agents shall not be liable for any injury or damage to persons or property caused by other tenants or persons in, upon or about Building 4, Property or other real property in the vicinity of the Property, or caused by operations in construction of any private, public or quasi-public work in or to Building 4, the Property or such other real property, unless caused by the negligence or willful misconduct of Landlord.

 

11.3.Limitation on Landlord's Liability.  Landlord shall not be liable to Tenant and, to the fullest extent allowed by applicable law, Tenant, for itself and its employees, contractors, subcontractors, agents, licensees and invitees, hereby waives all claims against and releases Landlord, Landlord’s Lenders, and their respective directors, officers, employees and agents from and against any and all claims, actions and causes of action which they or any of them may have now or in the future, for damages resulting from any entry into the Leased Premises, loss of life, personal injury, loss of business, or damage to any property on or about the Property or the real property known as “Science Park” of which the Property is a part or the approaches, entrances, streets, sidewalks or corridors thereto, by or from any cause whatsoever, including without limitation, damage caused by any defect in the Leased Premises or any other portion of Building 4 or the Property or the real property known as “Science Park”, or by water leakage of any character from the roof, walls, basement or other portion of Building 4 or the Leased Premises or caused by gas, fire, oil, electricity or any cause whatsoever in, on or about the Leased Premises or any other portion of Building 4 or the Property or the real property known as “Science Park”, provided the same does not arise, in whole or in part, by the negligence, willful misconduct or breach of contract of or by Landlord, its agents, employees or contractors.

 

11.4.Limitation on Damages.  OTHER THAN AS PROVIDED IN SECTION 31.1 OF THIS LEASE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER PERSON OR ENTITY UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT DAMAGES OR LOST PROFITS, HOWEVER CAUSED, IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

 

 

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ARTICLE 12.  TENANT'S OBLIGATION TO PROTECT LANDLORD AND LANDLORD’S LENDERS

 

12.1.Tenant to Protect and Reimburse Landlord.  To the fullest extent allowed by applicable law, Tenant will defend, indemnify and hold harmless Landlord, Landlord’s Lenders, and their respective directors, officers, employees and agents (individually, a “Landlord Indemnified Party”), from and against any and all claims, damages, liabilities, penalties, fines, judgments, forfeitures, actions, causes of action, losses, costs and expenses, costs and expenses (including, without limitation, reasonable attorney's fees incurred by any Landlord Indemnified Party in defending against any claim for which indemnification is provided herein), which result from,  or arise out of or in connection with any one or more of the following (including claims resulting from the death of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly, by):

 

A.Any breach or violation by Tenant or a subtenant of Tenant or their respective servants, employees, agents, contractors, subcontractors, licensees or invitees of any provision of this Lease;

 

B.The negligence or willful act of Tenant or a subtenant of Tenant or their respective servants, employees, agents, contractors, subcontractors, licensees or invitees;

 

C.The use and occupancy of the Leased Premises by Tenant or any other party during the Term of this Lease; or

 

D.(i) the use, storage, transportation, disposal, release, discharge or generation of, Hazardous Materials to, in, on, under, about or from the Leased Premises or the Property or the real property known as “Science Park” of which the Property forms a part, by Tenant, a subtenant of Tenant or their respective employees, contractors, subcontractors, agents, licensees or invitees, or (ii) Tenant's failure to comply with any Environmental Laws.  Tenant's obligation under this Section shall include, without limitation, and whether foreseeable or unforeseeable, any and all costs incurred in connection with any investigation of site conditions, and any and all costs of any required or necessary repair, cleanup, monitoring, remedial action, detoxification or decontamination of the Property or other portions of the real property known as “Science Park” of which the Property forms a part (including, without limitation, the soil and ground water on or under the Property or such real property known as “Science Park”) and the preparation and implementation of any closure, remedial action or other required plans in connection therewith, provided the cause of the same is due solely to Tenant, its agents, employees or contractors.  Tenant's obligations under this Section shall survive the expiration or earlier termination of the Term of the Lease.  For purposes of the indemnity provisions hereof, any acts or omissions of Tenant or a subtenant of Tenant or by employees, agents, assignees, contractors, subcontractors, licensees and invitees of Tenant or a subtenant of Tenant or others acting for or on behalf of Tenant or a subtenant of Tenant (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Tenant.

 

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12.2.Tenant to Defend Claims.  If any action or proceeding is brought against an Landlord Indemnified Party by reason of a claim described in Section 12.1., Tenant, upon written notice from Landlord, will at Tenant's sole cost and expense, defend the action or proceeding with legal counsel approved by Landlord in writing, which approval shall not be unreasonably withheld.  Landlord shall give Tenant written notice of any such claim as soon as reasonably practicable but in any event within fifteen (15) days of Landlord receiving written notice of such claim.

 

12.3.Landlord to Protect and Reimburse Tenant.  To the fullest extent allowed by applicable law, Landlord will defend, indemnify and hold harmless Tenant and its directors, officers, employees and agents (individually, a “Tenant Indemnified Party”), from and against any and all claims, damages, liabilities, penalties, fines, judgments, forfeitures, actions, causes of action, losses, costs and expenses, costs and expenses (including, without limitation, reasonable attorney's fees incurred by any Tenant Indemnified Party in defending against any claim for which indemnification is provided herein), which result from, or arise out of or in connection with any one or more of the following (including claims resulting from the death of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly, by):

 

A.Any breach or violation by Landlord or its servants, employees, agents, contractors, subcontractors, licensees of any provision of this Lease; or

 

B.The negligence or willful act of Landlord or its servants, employees, agents, contractors, subcontractors, licensees.

 

 

ARTICLE 13.  FIRE AND OTHER CASUALTY

 

13.1.Notification to Landlord; Obligation to Pay Base Rent and Additional Rent.  If the Leased Premises or Building 4, or any part thereof, shall be destroyed or partially damaged by fire or other casualty, Tenant shall continue to pay Base Rent and Additional Rent during any period of repair except as otherwise expressly provided in this Article or until the Lease is terminated in accordance with the terms of this Article.

 

13.2.When Lease May Be Terminated; Apportionment of Base Rent and Additional Rent.  If by reason of casualty:

 

A.Building 4 is destroyed, this Lease shall terminate automatically and Tenant shall vacate the Leased Premises as of the date of the casualty;

 

B.The Leased Premises are rendered wholly or substantially untenantable and restoration will require longer than 120 days, this Lease shall terminate at the option of Landlord or Tenant made within 30 days of the casualty or loss causing such condition and Tenant shall vacate the Leased Premises within ninety (90) days of the date of notice of such termination; or

 

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C.Any portion of Building 4 is otherwise substantially damaged and Tenant’s access to or use of the Leased Premises is materially and adversely affected, and restoration of such damage shall require longer than 120 days to complete, then Landlord may either elect to repair the damage or may cancel this Lease by giving written notice of cancellation to Tenant within thirty (30) days after such casualty or loss.  Upon the giving of such notice of cancellation, this Lease shall terminate, and Tenant shall vacate and surrender the Leased Premises to Landlord.  If Landlord shall have decided to repair any damage as aforesaid, the damage (except as to Tenant’s fixtures, personal property or leasehold improvements made by Tenant) shall be repaired by and at the expense of Landlord within one hundred and twenty (120) days of the casualty and the Base Rent and/or Additional Rent shall be abated from the date of casualty until such restoration is complete according to the part of the Leased Premises, if any, which is not usable by Tenant, but if the remaining usable portion does not enable Tenant to conduct its business in a reasonable manner, then abatement shall be for the entire Leased Premises. Landlord must restore the Leased Premises and Common Areas if required. If Landlord shall not complete the restoration within said 120-day period, then, provided that the Leased Premises were materially damaged or Tenant’s access to or use of the Leased Premises is materially and adversely affected by the casualty, Tenant may elect to terminate this Lease by written notice given to Landlord within thirty (30) days after the end of said 120-day period.  If the casualty occurred during the last 180 days of the Term and the Leased Premises was materially damaged, then Tenant may elect to terminate this Lease by written notice given to Landlord within thirty (30) days after the date of the casualty.  Notwithstanding the foregoing, if such above described substantial damage to Building 4 is caused by any act or failure to act, whether negligent or intentional, by Tenant or any of its employees, agents or representatives, Tenant shall not have any of the rights to terminate the Lease as described in this Section 13.2.

 

13.3.Intentionally Omitted.

 

13.4.Landlord Need Not Replace Tenant's Property.  Tenant acknowledges that Landlord is not required to repair or replace any of Tenant's property or Tenant's improvements to the Leased Premises and that Landlord will not carry insurance on Tenant's furnishings, fixtures, equipment, improvements or other personal property.

 

13.5.Alternate Parking.  In the event that Tenant parking as provided for in this Lease is temporarily unavailable because of fire, other casualty or any other reason outside of Landlord's control, Landlord shall endeavor in good faith to provide alternative parking within the Science Park complex at no additional cost to Tenant.

 

 

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ARTICLE 14.  TAKING BY GOVERNMENTAL AUTHORITY

 

14.1.Termination of Lease; Waiver of Claim by Tenant.  If Building 4 or any portion of Building 4 which includes the Leased Premises shall be taken by condemnation (also known as "eminent domain") by any authority having power so to do or is conveyed to such authority in lieu of condemnation, this Lease shall terminate from the date of title vesting in such authority.  If any portion of Building 4, which does not include the Leased Premises but materially and adversely affects Tenant’s access to or use of the Leased Premises, shall be so taken, each of Landlord and Tenant shall have the option, at its sole discretion, to cancel this Lease by providing written notice to the other within sixty (60) days of the effective date of any such taking.  All proceeds from the taking will belong to Landlord and Tenant waives any rights it might have to such proceeds.  Tenant, however, may proceed with any independent claim against the taking authority as to moving costs and improvements thereto.  

 

14.2.Taking Not Involving Building 4.  If a portion of the Property shall be taken by condemnation as described in Section 14.1. or conveyed in lieu of condemnation, which portion does not include any portion of Building 4 (or excepting an inconsequential portion of Building 4 not affecting the Leased Premises or access thereto), the Term of this Lease shall not terminate but shall continue in full force and effect according to its terms.  Tenant shall not be entitled to any award or damages from such taking.

 

 

ARTICLE 15.  TENANT'S RIGHT TO ENCUMBER, ASSIGN, OR SUBLEASE

 

15.1.Tenant May Not Use Lease as Collateral.  Tenant may not voluntarily or involuntarily use this Lease for collateral (known as "encumbering" the Lease) without Landlord's prior written consent, which consent will not be unreasonably withheld.

 

15.2.Assignment or Subletting by Tenant.  Except as permitted under Section 15.3.D of this Lease, Tenant may not assign or transfer its interest in this Lease without Landlord's prior written consent, which consent shall not be unreasonably withheld.  Tenant may sublet any portion of the Leased Premises subject to the Landlord’s right to approve any subtenant, which approval shall not be unreasonably withheld or delayed. Consent to an assignment, transfer or sublease shall not be interpreted as consent to any renewal, additional or subsequent assignment, transfer or sublease.

 

15.3.Conditions Precedent to Assignment, Transfer or Sublease.  An assignment, transfer or sublease shall become effective only upon and subject to the following conditions:

 

A.Tenant shall have provided to Landlord such information relating to the proposed assignment, transfer or sublease as Landlord may reasonably request, including but not limited to the identity of the proposed assignee, transferee or sublessee together with tax returns and financial statements for the proposed assignee, transferee or sublessee; and

 

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B.Tenant shall have provided Landlord with an executed copy of all written agreements relating to the assignment, transfer or sublease, and such agreements are in a form reasonably acceptable to Landlord; and

 

C.The proposed assignee, transferee or subtenant shall execute and deliver to Landlord such agreements as Landlord and Landlord’s Mortgagees may reasonably require in order to evidence the assumption of the obligations and liabilities under this Lease; and

 

D.Landlord shall have approved in writing such assignment, transfer or sublease, which approval shall not be unreasonably denied; provided, however, that no such approval shall be required in the case of an assignment, transfer or sublease to a parent, affiliate or subsidiary of Tenant or in the case of a merger, consolidation, sale of stock or sale of substantially all of the assets of the Tenant, provided that the conditions set forth in clauses A, B and C of this Section 15.3 are satisfied and in all instances Tenant shall continue to be subject to Section 15.4 of this Lease; and

 

E.Landlord’s Lenders shall have approved any such proposed assignee of this Lease or any such proposed subtenant or other occupant of the Leased Premises.

 

15.4.Permitted Transfers.  Notwithstanding anything to the contrary contained in this Article 15, any sublease or assignment to a Tenant Affiliate or Successor will not require Landlord’s consent and will not be subject to Section 15.3.  “Tenant Affiliate” means any corporation or other entity controlled by, under common control with or which controls the original Tenant named in this Lease or in which original Tenant named in this Lease, directly or indirectly, has a forty percent (40%) or greater voting or ownership interest. The right to sublet the Leased Premises or assign the Lease to a Tenant Affiliate is conditioned upon Tenant providing sufficient evidence to Landlord that the Tenant affiliate has a net worth equal to the net worth of the tenant named herein at the time of the assignment or sublet. “Successor” means any entity acquiring all or substantially all of the assets or equity of Tenant (or which survives a statutory merger or consolidation with Tenant), provided that in connection with a transfer to a Successor of Tenant that:  (i) the use of the Leased Premises is consistent with the use permitted hereunder and in the Building, (ii) the financial condition of the sublessee or assignee, as the case may be, is such that it will be able to perform its obligations under this Lease; and (iii) in the case of a merger or consolidation that the Tenant, after giving effect to any merger or consolidation or acquisition, the surviving company shall have assets sufficient to perform its obligations under this Lease.

 

15.5.Tenant Not Released.  No assignment or transfer of Tenant’s interest hereunder nor a sublease of the Leased Premises or any part thereof will release Tenant from its obligations under this Lease and Landlord may look to Tenant for continued performance.

 

15.6.Landlord May Collect Charges.  Landlord may collect use and occupancy charges from a subtenant of Tenant without being considered to have consented to the sublease.

 

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15.7.Surplus Rentals from Assignment or Subleasing.  To the extent that Tenant receives consideration in connection with an assignment of this Lease or to the extent that the Tenant receives a subrental amount for all or such applicable portion of the Leased Premises in excess of the sum of (or pro rated portion of) the Base Rent and Additional Rent payable under this Lease (collectively, “Consideration or Surplus Rentals”), Landlord shall be entitled to 50% of such Consideration or Surplus Rentals after the Tenant has first been fully reimbursed from such Consideration or Surplus Rentals for any expenses incurred in connection with securing such assignee, subtenant or occupant, including, but not limited to brokerage fees, free rent or tenant improvement allowance.

 

15.8.Shared Use By Other Entities.  Except as permitted under Article 15,  no use of the Leased Premises by any person or entity other than Tenant is permitted without the prior express written consent of Landlord, which consent may be conditioned on the following, among other reasonable conditions established by Landlord: (1) Landlord's receipt of prior written request therefor and proof of insurance coverage to Landlord's satisfaction, and (2) provision to Landlord's satisfaction for payment by Tenant of any additional costs and charges occasioned by such use.

 

 

ARTICLE 16.  ACCESS TO LEASED PREMISES

 

16.1.Landlord to Have Access in Emergency.  Landlord and Landlord's agents shall have the right to enter the Leased Premises at any time if Landlord or Landlord's agent reasonably believes an emergency exists.

 

16.2.Landlord's Right to Enter.  Except as provided in Section 16.1., Landlord and Landlord's agents shall have the right to enter the Leased Premises upon reasonable advance notice to Tenant and during business hours or at such other times as agreed for the following purposes:

 

A.Inspecting the Leased Premises;

 

B.At any time during the Term, upon not less than forty-eight (48) hours’ notice to Tenant, showing the Leased Premises to prospective purchasers and lenders;

 

C.During the final six months of the Term, upon not less than forty-eight (48) hours’ notice to Tenant, showing the Leased Premises to prospective tenants; and

 

D.To make repairs: (i) as Landlord may deem necessary to the Leased Premises; or (ii) repairs or alterations to any other portion of Building 4 or which Landlord may elect to perform following Tenant's failure to make repairs or perform any work which Tenant is obligated to perform under this Lease after notice and applicable cure periods; or (iii) for the purpose of complying with laws, regulations and other directives of governmental authorities.  In exercising its rights under this Section 16.2, Landlord shall not unreasonably interfere with Tenant’s use of the Leased Premises. If solely as a result of Landlord making repairs under subparagraph (i) hereof, the Tenant’s use of the Leased Premises is materially interrupted for more than five (5) continuous days, then all Base Rent and Additional Rent shall thereafter ▇▇▇▇▇ until the Tenant’s use of the Leased premises is materially restored.

 

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16.3.Landlord May Make Changes to Building 4.  Landlord shall have the right at any time, to make any changes, deletions and additions to Building 4 and to the entrances, exits, stairs, halls, elevators and common spaces as Landlord believes necessary or desirable, provided that such changes shall not materially adversely affect Tenant’s access to or use of the Leased Premises or reduce the square footage thereof.  

 

16.4.Safety Inspections.No more frequently than once every three months, Landlord at its expense shall have the right to have a safety inspection performed by an appropriately licensed third party laboratory inspector (a “Safety Inspection”).  All such Safety Inspections shall be limited to the operation of and materials, chemicals and processes employed by Tenant in the portions of the Leased Premises used for laboratory purposes.  Landlord shall give the Tenant at least five (5) business days advance notice of any such Safety Inspection and all Safety Inspections shall be conducted in such a manner and at such a time as to minimize any disruption of business conducted by the Tenant.  Tenant shall have the right to have a representative present during all Safety Inspections and shall simultaneously be sent a copy of any written report or summaries with respect to each Safety Inspection.  If a report or summary of a Safety Inspection identifies safety issues and/or violations of any applicable law on the part of Tenant: (a) Tenant shall remedy any such safety issues and/or violations of applicable laws in advance of a mutually agreed upon follow up Safety Inspection which shall be conducted not more than 30 days thereafter; and (b) the cost of such follow-up Safety Inspection shall be at the Tenant’s sole cost and expense and shall be reimbursed to Landlord as Additional Rent payable within ten (10) days of receipt of an invoice from Landlord together with a copy of any receipts or other record of such costs.  Landlord may issue a default notice under Section 17.1.H. of this Lease should Tenant fail to remedy any such safety issues or violations of law as of the time of such follow up Safety Inspection.

 

16.5.Minimal Disruption.  Landlord agrees to use commercially reasonably efforts to cause as little disruption as possible to Tenant’s business operations in exercising its rights under this Article.

 

 

ARTICLE 17.  DEFAULT AND TERMINATION

 

17.1.Events of Default.  The occurrence of any one or more of the following events shall constitute an event of default by Tenant hereunder (“Event of Default”):

 

A.Failure to pay any Base Rent, Additional Rent or any other rent or monetary obligation under this Lease within five (5) days after Landlord provides to Tenant written notice of such payment being past due under the terms of this Lease (a “Rent Default Notice”), provided, however, that, in the event that Landlord properly issues two Rent Default Notices, the Landlord shall thereafter not be obligated to provide any further Rent Default Notices and it shall be an Event of Default should Tenant fail to make any payment of Base Rent, Additional Rent or any other rent or monetary obligation under this Lease more than five (5) days after being due under the terms of this Lease;

 

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B.Voluntary recourse to any protection or procedure under the United States Bankruptcy Code, as amended, or any similar law.

 

C.There is filed against Tenant in any court pursuant to any statute, either of the United State of America or of any state, a petition in bankruptcy or insolvency, or for reorganization, the appointment of a receiver or trustee of all or a portion of Tenant's property, or for other relief of debtors, and within ninety (90) days thereof Tenant fails to secure a dismissal thereof.

 

D.Failure to execute and deliver in the time set forth herein a Subordination Agreement or Estoppel Certificate on reasonable forms acceptable to Tenant regarding the status of this Lease which continues for more than ten (10) business days after written notice of such failure.

 

E.Transfer of this Lease to another party by operation of law or otherwise in violation of the terms of this Lease.

 

F.Abandonment of the Leased Premises for a period longer than thirty (30) days.

 

G.The recordation of this Lease on the New Haven Land Records in violation of Section 10.3 hereof.

 

H.Failure to perform or comply with any other non-monetary obligation under this Lease within thirty (30) days of written notice of such failure, provided that, if said failure is of a nature that the same cannot be completely cured or remedied within said thirty (30) day period, then Tenant shall not be in default if it begins such cure within the thirty (30) day period described above and thereafter diligently prosecutes such cure to completion.

 

I.Any lien, attachment or other encumbrance is recorded against the Leased Premises, Building 4 or the Property by a party claiming through or under Tenant and such lien, attachment or other encumbrance is not discharged or bonded over within sixty (60) days after Tenant’s receipt of such lien, attachment or encumbrance.

 

17.2.Termination Upon Occurrence of Event of Default.  Upon the occurrence of an Event of Default, this Lease and the Term thereof may, at the option of Landlord and upon fifteen (15) days’ written notice, terminate and expire and, upon such termination,  Tenant shall forthwith quit and surrender the Leased Premises to Landlord but still shall remain liable to Landlord as herein provided.

 

17.3.Effect of Termination.  Upon termination as provided for in this Article 17, Landlord may dispossess Tenant by summary process or otherwise in accordance with applicable law, and Tenant hereby waives the service of any notice to quit.

 

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17.4.Damages.  In the case of any termination of this Lease under this Article 17, Landlord, at its sole discretion, may recover from Tenant any and all actual damages sustained by Landlord as a result of the termination and any re-letting of the Leased Premises, net of any rents received by Landlord upon re-letting the Leased Premises.  These damages include, but are not limited to:

 

 

 

 

 

 

 

 

17.5.Mitigation of Damages.  Landlord shall use reasonable efforts to mitigate its damages. Provided that Landlord has used reasonable efforts to mitigate its damages, the failure or inability of Landlord to re-let the Leased Premises, or any part or parts thereof, or the failure or inability to collect rentals equal to the rentals payable under this Lease shall not release or affect Tenant’s liability for damages.   In no event shall Tenant be entitled to receive any excess, if any, of any such rents collected over the sums payable by Tenant to Landlord under this Lease.

 

17.6.Use and Occupancy.  Any monies received by Landlord from or on behalf of Tenant during the pending of any proceeding of the types referred to in subsections 17.1.B and 17.1.C shall be deemed paid as compensation for the use and occupation of the Leased Premises, and the acceptance of any such compensation by Landlord shall not be deemed an acceptance of Base Rent and/or Additional Rent or a waiver on the part of the Landlord of any rights under Article 17.

 

 

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ARTICLE 18.  LANDLORD'S PERFORMANCE ON TENANT'S BEHALF

 

18.1.Landlord May Cure Default.  If Tenant defaults under this Lease, Landlord, at its sole option, following any required notice and cure period, immediately or at any time thereafter, may elect to correct the default on behalf of Tenant.  Any costs or expenses incurred by Landlord in curing such default including, but not limited to, fines, penalties, interest, damages and reasonable attorney's fees in instituting, prosecuting or defending any action or proceeding, all of which sums shall carry interest at the lesser of eighteen (18%) percent per annum or the highest rate permitted by law until paid in full, shall be deemed to be Additional Rent.  Tenant shall pay such sums within thirty (30) days of receipt of a reasonably detailed ▇▇▇▇ or statement to Tenant therefor.  Upon payment of such ▇▇▇▇, Tenant shall be deemed to have cured such default.

 

18.2.Landlord Not Obligated to Cure Default.  Nothing contained in this Article shall be construed as to require Landlord to incur any expenses or obligations on behalf of Tenant.

 

 

ARTICLE 19.  TENANT'S QUIET ENJOYMENT OF THE LEASED PREMISES

 

So long as no uncured Event of Default exists, Tenant may peaceably and quietly have, hold and enjoy the Leased Premises for the Term of this Lease subject to the provisions of this Lease.

 

 

ARTICLE 20.  NO WAIVER BY LANDLORD

 

20.1.No Waiver.  If either Landlord or Tenant fails or decides not to enforce any provision of this Lease or Landlord fails or decides not to enforce any of the rules and regulations of Landlord set forth in this Lease or hereafter adopted, on any occasion, it may nevertheless on another occasion enforce such provision, rule or regulation.  No act by Landlord or Landlord's agents shall be deemed an acceptance of a surrender of the Leased Premises or a waiver of any right under the Lease unless Landlord has so agreed in writing.

 

20.2.Accepting Money Not a Waiver.  Landlord will not waive any right to enforce any provision of this Lease by accepting a payment of Base Rent and/or Additional Rent from Tenant knowing that Tenant has failed to comply with the terms of the Lease.  No endorsement or statement on any check or any letter accompanying any check or payment shall be deemed to effect an accord and satisfaction and Landlord may accept any such check or payment without prejudice to Landlord's right to recover the balance of such Base Rent and/or Additional Rent or payment due or pursue any other remedy in this Lease provided.

 

 

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ARTICLE 21. INABILITY TO PERFORM

 

This Lease and the obligation of Tenant to pay Base Rent and/or Additional Rent and other payments required hereunder and comply with all of the other provisions of this Lease shall in no way be affected, impaired or excused because Landlord is delayed in supplying any service expressly or implied to be supplied, or is unable to make or is delayed in making any repair, additions, alterations or decorations, or is unable to supply or is delayed in supplying any equipment or fixtures, or is unable to fulfill or is delayed in fulfilling any other obligation hereunder, if Landlord is so prevented or delayed by reason of riot, strike, labor troubles, war, act of God or any other cause whatsoever beyond Landlord's reasonable control not including mere lack of funds including, but not limited to, government preemption in connection with a national emergency or by reason of any rule, order or regulation of any department or subdivision thereof of any government agency, or by reason of the conditions of supply and demand which have been or are affected by war or other emergency; provided, however, that Landlord shall give written notice to Tenant of a claim of a force majeure delay within thirty (30) days after Landlord first becomes aware of the occurrence of the event of force majeure, and, provided, further, that if the force majeure delay shall exceed one hundred twenty (120) days, then in such event Tenant may terminate this Lease by written notice given to Landlord within five (5) days of the expiration of said 120-day period.  

 

Notwithstanding the foregoing, if the Leased Premises, or a material portion of the Leased Premises, are made untenantable for a period in excess of five (5) consecutive Business Days as a result of a Landlord’s failure to furnish, or any interruption, diminishment or termination of services due to the application of Laws, the failure of any equipment, the performance of maintenance, repairs, improvements or alterations, utility interruptions (collectively a “Service Failure”) that is reasonably within the control of Landlord to correct, including lack of funds then Tenant shall be entitled to receive an abatement of Base Rent and/or Additional Rent payable hereunder during the period beginning on the first day after the expiration of such fifth (5^th) Business Day period and ending on the day the service has been restored.  If the entire Leased Premises have not been rendered untenantable by the Service Failure, the amount of abatement shall be equitably prorated.

 

 

ARTICLE 22.  NOTICES AND OTHER COMMUNICATIONS

 

Any and all notices, demands or other communication permitted or required by this Lease to be given to either party shall be deemed sufficiently given if in writing and delivered personally (and for which delivery a signed receipt is given) or sent by commercial overnight courier or by registered or certified mail, return receipt requested, postage prepaid, if to Landlord addressed to 5 Sc▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇  ▇▇▇▇▇, ▇▇d if to Tenant addressed to the address of the Leased Premises. Any such notice, demand or other communication that is delivered personally (and for which a signed receipt is given) shall be deemed given and received as of the date of delivery.  Any such notice, demand or other communication that is sent by commercial overnight courier or by registered or certified mail, return receipt requested, shall be deemed given and received on the date of delivery or refusal thereof.  Either party may specify a different address by giving the other party notice of such different address according to the terms of this Article.

 

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ARTICLE 23.  RULES AND REGULATIONS

 

23.1.Compliance with Rules and Regulations.  Tenant and Tenant's servants, employees, agents, contractors, subcontractors, licensees and invitees shall faithfully observe and comply strictly with the reasonable rules and regulations for occupancy of the Leased Premises promulgated from time to time by Landlord and communicated in writing by Landlord to Tenant not inconsistent with the terms of this Lease.  The current rules and regulations in effect are attached hereto and made a part hereof as Schedule D.  

 

23.2.Notice of Change.  Landlord shall give Tenant thirty (30) days written notice of any changes in Schedule D or of any additional reasonable rules or regulations to be adopted not inconsistent with the terms of this Lease.

 

23.3.Landlord Under No Duty to Enforce Rules and Regulations.  Landlord has no duty to enforce the rules and regulations or provisions of any other Lease as against any other tenant provided Landlord will not enforce rules only against Tenant in a discriminatory fashion, and Landlord shall not be liable to Tenant for the violation of such rules, regulations or Leases by any other tenant, its servants, employees, agents, licensees or invitees.

 

 

ARTICLE 24.  SECURITY DEPOSIT

 

24.1.Security Deposit.  Upon execution of this Lease, Tenant shall deposit with Landlord the sum of $5,997.25 (the “Deposit”) as security for its faithful performance and observance of the provisions of this Lease.  It is agreed that if an Event of Default shall occur, Landlord may use, apply or retain the whole or any part of the Deposit to the extent required to compensate Landlord for damages incurred as a result of such default, for expenses of Landlord incurred in connection with curing such default or for paying any sum which Landlord may expend or may be required to expend by reason of Tenant's default.  Tenant agrees that, upon demand by the Landlord, Tenant shall replenish such security deposit to the extent that it is drawn upon by the Landlord, from time to time.

 

24.2.Return of Deposit; Successor Landlord.If Tenant fully and faithfully performs every provision of this Lease to be performed by it, the Deposit or any balance thereof, less any sums then due Landlord from Tenant under this Lease, shall be returned to Tenant (or, at Landlord's option to the last assignee of Tenant's interest thereunder) within thirty (30) days following the last to occur of (i) the passage of the Expiration Date or earlier termination pursuant to the terms hereof, provided that such early termination is not as a consequence of an Event of Default by Tenant, (ii) Tenant's vacating the Leased Premises, and (iii) the receipt by Landlord of all Cleaning Certificates and manifests with respect to the cleaning of the Leased Premises and remaining furnishings, fixtures and equipment required pursuant to Article 8.7 hereof.  In the event that Cleaning Certificates and manifests which are reasonably satisfactory to Landlord both in form and substance are not received by Landlord within forty five (45) days of the Expiration Date or such earlier termination date, Landlord shall be authorized to utilize the Deposit to engage such appropriate contractors to perform Tenant’s obligations under Article 8.7 hereof.  

 

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24.3.Transfer of Deposit to New Landlord.  In the event of a sale of or upon a transfer of Landlord's interest in Building 4 or the Property to another person, Landlord shall have the right to transfer the Deposit to the other person and Landlord upon doing so shall be released by Tenant from all liability for the return of the Deposit, provided Landlord notifies Tenant of the name and address of such transferee and provides evidence of an assignment and assumption agreement executed by such transferee.  Tenant agrees to look solely to the new landlord for the return of the Deposit.  It is agreed that the provisions of this Article shall apply to every transfer or assignment made of the Deposit to a new landlord.

 

24.4.No Assignment by Tenant.  Tenant will not assign the Deposit or use the Deposit as collateral or attempt to so assign or use it.  Neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance of the Deposit.

 

24.5.No Interest on Deposit.  No interest shall accrue on the Deposit to Tenant's benefit.

 

 

ARTICLE 25.  INSURANCE

 

25.1.Required Insurance.  Tenant will maintain in full force and effect the following insurance:

 

A.Public liability insurance in an amount of $1,000,000 combined single limit death, bodily injury, personal injury and property damage.

 

B.“All risk extended coverage insurance” insuring its personal property to be located on the Leased Premises for full replacement value against loss by fire, vandalism, malicious mischief and other casualty.

 

C.Worker's compensation insurance as required by law.

 

25.2.Named Additional Insureds.  Tenant's public liability insurance shall name Landlord, Landlord’s property manager (currently, Wm. ▇. ▇▇▇▇▇▇▇▇▇ Company), Landlord’s Lenders and any public party required to be named, as designated by the holder of any mortgage on the Property, as an additional insured party.  If Landlord engages a different property manager, promptly upon receipt of written notice, Tenant shall arrange for such new property manager to be substituted as a named as additional insured.

 

25.3.Waiver of Subrogation.  Neither Landlord nor Tenant shall be liable to the other or to any insurance company (by way of subrogation or otherwise) providing coverage for any loss or damage to any building, structure or other tangible property, or any resulting loss of income, even though such loss or damage might have been occasioned by the negligence of the other and/or its agents or employees, provided and to the extent such loss or damage is covered by insurance, it being acknowledged and agreed that the amounts of any insurance deductibles are expressly excluded from the waiver provisions herein set forth. Notwithstanding the foregoing, the cost of any damage not covered by insurance shall be borne by the responsible party.  

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25.4.Notice of Cancellation.  Each insurance policy required to be maintained by Tenant hereunder must contain a provision, to the extent reasonably commercially available, that the policy may not be canceled or modified without at least ten (10) days’ notice to Landlord.

 

25.5.Insurance Companies.  All insurance required to be maintained by Tenant hereunder will be provided by companies that are licensed to do business in Connecticut and have a Best’s Insurance rating of A- or better and are otherwise reasonably acceptable to Landlord.

 

25.6.Policies to be Delivered to Landlord.  Tenant will give Landlord an original certificate for each insurance policy before it occupies the Leased Premises and an original certificate of each renewal at least ten (10) days before the expiration of the policy.

 

25.7.Landlord’s Insurance.  Landlord will maintain in full force and effect during the Term of this Lease: (i)  “all risk extended coverage” property insurance insuring Building 4 for its full replacement value, and (ii) public liability insurance in an amount of $1,000,000 combined single limit death, bodily injury, personal injury and property damage, naming Tenant as an additional insured thereunder. Landlord’s policy of "all risk extended coverage insurance" will contain an agreement by the insurance company waiving its rights to recover against Tenant.

 

 

ARTICLE 26.  SERVICES PROVIDED BY LANDLORD

 

26.1.Services.  Landlord shall provide the following services to Tenant:

 

 

 

 

 

 

 

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26.2.Normal Operating Hours.  Normal operating hours for Building 4 will be 8:00 a.m. to 6:00 p.m., Monday through Friday, excluding holidays.  If Tenant desires heating and/or air conditioning at other than established hours, Landlord, upon reasonable notice, shall so provide such service at the rate of $35 per hour (subject to reasonable increases from time to time).  

 

26.3.Services to Other Entities.  No extra services shall be provided for the use of any entity other than Tenant without Landlord's prior express written consent.

 

 

ARTICLE 27. ADDITIONAL OBLIGATIONS OF TENANT

 

27.1.Additional Obligations.  In addition to its other obligations under this Lease, Tenant shall at its expense comply with the following provisions with respect to the Leased Premises:

 

 

 

 

 

 

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ARTICLE 28.  SIGNS

 

Tenant may display a sign at the entrance to the Leased Premises.  The Tenant, at Tenant’s cost, shall be listed in all directories maintained by Landlord with respect to Building 4.  Except for the foregoing permitted signage, Tenant shall not place any signs, lettering or advertisements anywhere on or in the Property or Building 4 or in the Leased Premises where such is visible from outside the Leased Premises, except as permitted by Landlord in writing.

 

 

ARTICLE 29.  BROKERAGE

 

Tenant agrees to indemnify and hold Landlord harmless from and against the claims of any party claiming a fee or commission by, under or through Tenant on account of this Lease other than Colliers International (the “Broker”).  Tenant represents and warrants that no other party other than the Broker has any claim for a fee or commission by, under or through Tenant on account of this Lease.  Landlord represents to Tenant that no broker has an exclusive right to lease space at the Property and Landlord agrees to indemnify and hold Tenant harmless from and against the clams of any party claiming a fee or commission on the basis that Landlord granted an exclusive listing agreement including Broker.  Landlord shall pay brokerage fees to the Broker pursuant to a separate written agreement.

 

 

ARTICLE 30.  NOTICE OF LEASE

 

Upon request of either party to the other, Landlord and Tenant agree to execute and record a statutory notice of Lease as provided in C.G.S. §47-19 which shall include reference to the amount of the Initial Rent Prepayment.

 

 

ARTICLE 31.  SURRENDERING OF LEASED PREMISES

 

31.1.Surrender of Leased Premises.  Tenant will immediately surrender the Leased Premises upon the expiration or earlier termination of this Lease for any reason. Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the Leased Premises, including, but not limited to, reasonable attorney’s fees and any claims made by any succeeding tenant founded on such delay.

 

31.2.Condition of Leased Premises.  Upon the expiration of the Term or sooner termination of this Lease, except where the Lease has been terminated because of fire or other casualty, Tenant shall leave the Leased Premises and surrender it to Landlord “broom clean” and in good order, condition and repair, ordinary wear and tear excepted.

 

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31.3.Removal of Tenant's Property.  When Tenant surrenders the Leased Premises to Landlord, Tenant shall, at Tenant’s expense, forthwith provide Cleaning Certificates and remove all personal property effects of Tenant and those of any other persons claiming under Tenant, from the Leased Premises, Building 4, the Property and the real property known as “Science Park” of which the Property forms a part.  Property not removed by Tenant within forty-eight (48) hours after termination of this Lease shall be deemed abandoned and Landlord may, at Tenant’s expense, obtain Cleaning Certificates (if not previously provided by Tenant) and remove Tenant’s personal property effects from the Property and/or at Landlord’s option sell or otherwise dispose of the same with no obligation to remit any portion of the proceeds of any such sale to Tenant.  Tenant shall reimburse Landlord upon demand for all reasonable costs incurred by Landlord in obtaining Cleaning Certificates and in so removing and disposing of such property provided Landlord furnishes reasonably supporting documentation in connection therewith.

 

31.4.Holding Over Shall Not Renew Lease.  Tenant's occupancy of the Leased Premises beyond the Term of this Lease or after termination will not constitute a renewal of the Lease by operation of law or otherwise for any period whatsoever.  If Tenant does so occupy the Leased Premises, it shall be deemed to be a tenant at sufferance only and shall pay Landlord Base Rent and Additional Rent in an amount equal to one hundred fifty percent (150%) of the Base Rent and Additional Rent payable hereunder in the last year of the initial Term or Extension Term, as the case may be, and shall be subject to all other provisions of this Lease.  Regardless of any payment made by Tenant or any payment cycle, no holding over after receipt of notice of termination shall under any circumstances be deemed any more than a tenancy at sufferance.

 

ARTICLE 32.  ADDITIONAL OBLIGATIONS OF TENANT

 

Tenant shall promptly reimburse Landlord, upon demand, for all reasonable out of pocket costs of Landlord, including reasonable attorney's fees, incurred in providing any consent or review of any sublease, mortgage or collateral assignment of Tenant’s Leasehold interest, requested of Landlord hereunder.

 

ARTICLE 33.  TENANT'S WAIVER OF RIGHTS

 

In connection with any disputes and legal proceedings arising from this Lease, Tenant waives the following legal rights:

 

33.1PREJUDGMENT REMEDY, REDEMPTION, COUNTERCLAIM AND JURY TRIAL. THE TENANT, FOR ITSELF AND FOR ALL PERSONS CLAIMING THROUGH OR UNDER IT, HEREBY ACKNOWLEDGES THAT THIS LEASE CONSTITUTES A COMMERCIAL TRANSACTION AS SUCH TERM IS USED AND DEFINED IN SECTION 52-278(A) OF THE CONNECTICUT GENERAL STATUTES, OR ITS SUCCESSOR PROVISIONS IF AMENDED, AND HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS WHICH ARE OR MAY BE CONFERRED UPON THE TENANT BY SAID ACT TO ANY NOTICE OR HEARING PRIOR TO A PREJUDGMENT REMEDY UNDER SECTIONS 52-278(A) TO 52-278(G), OR THEIR SUCCESSOR PROVISIONS IF AMENDED, INCLUSIVE OF SAID STATUTES. SUCH WAIVER IS INTENDED AS A WAIVER IN ACCORDANCE WITH SECTION 52-278(F) OR ITS SUCCESSOR PROVISIONS IF

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AMENDED, OF SAID STATUTES. TENANT FURTHER WAIVES ANY AND ALL RIGHTS WHICH ARE OR MAY BE CONFERRED BY ANY PRESENT OR FUTURE LAW TO REDEEM THE LEASED PREMISES, OR TO ANY NEW TRIAL IN ANY ACTION OF EJECTMENT UNDER ANY PROVISION OF LAW, AFTER RE-ENTRY THEREUPON, OR UPON ANY PART THEREOF, BY THE LANDLORD, OR AFTER ANY WARRANT TO DISPOSSESS OR JUDGMENT IN EJECTMENT. IF THE LANDLORD SHALL ACQUIRE POSSESSION OF THE LEASED PREMISES BY SUMMARY PROCEEDINGS, OR IN ANY OTHER LAWFUL MANNER WITHOUT JUDICIAL PROCEEDINGS IT SHALL BE DEEMED A RE-ENTRY WITHIN THE MEANING OF THAT WORD AS USED IN THIS LEASE. IN THE EVENT THAT LANDLORD COMMENCES ANY SUMMARY PROCEEDINGS OR ACTION FOR NON-PAYMENT OF RENT OR OTHER CHARGES PROVIDED FOR IN THIS LEASE, THE TENANT SHALL NOT INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION IN ANY SUCH PROCEEDING OR ACTION. THE TENANT AND THE LANDLORD BOTH WAIVE A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN THE PARTIES HERETO OR THEIR SUCCESSORS, UNDER OR CONNECTED WITH THIS LEASE, OR ANY OF ITS PROVISIONS.

 

33.2.Waiver of Notice to Quit.  The right to a formal demand to leave the Leased Premises upon expiration of this Lease by lapse of time, known as a "Notice to Quit", or any other form of notice under §47a-25 of the Connecticut General Statutes, should Landlord use summary process to evict Tenant or regain possession of the Leased Premises.

 

33.3.Waiver of Right of Reinstatement.  Any right, under existing or future law, to gain back the Leased Premises once Tenant is legally removed (known as "Right of Reinstatement").

 

 

 

ARTICLE 34.  EFFECT OF WRITTEN LEASE AGREEMENT

 

34.1.Written Lease Sole Expression of Parties' Intent.  All understandings, letters of intent or agreements between Tenant and Landlord, which predate this Lease, are merged in this Lease.  No oral statements or representations or prior written communications by or between the parties dealing with this Lease shall be binding or effective.  This Lease is the sole and complete expression of the agreement between Landlord and Tenant as to the subject matter of this Lease.

 

34.2.Amendment of Written Lease.  This Lease can be modified, altered or amended only by a written agreement signed by both Landlord and Tenant.

 

 

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ARTICLE 35.  OPTION TO EXTEND

 

35.1.Option to Extend.  Provided Tenant is not in default in its obligations hereunder beyond any applicable notice and cure period, Tenant shall have the option to extend this Lease for  one additional successive term (hereinafter referred to, as applicable, as the " Extended Term") commencing immediately upon the expiration of the initial Term hereof and continuing for a period of five (5) years, provided that Tenant proceeds strictly in accordance with the provisions of this Article 35. On or before the date that is one hundred twenty (120) days prior to the Expiration Date for the Term (the "Notice Date"), Tenant shall advise Landlord in writing that Tenant wishes to extend the term of this Lease (hereinafter referred to as “Tenant's Extension Notice”). If at the time Landlord receives Tenant's Extension Notice this Lease is in full force and effect without default on the part of the Tenant beyond any applicable cure period, then, during the next thirty (30) days, Landlord shall notify Tenant in writing of the Base Rent pursuant to Article 3 of the Lease which shall be due for the Extended Term. The Base Rent specified by Landlord shall be equal to the greater of: (a) the Base Rent scheduled to be paid for the last year of the Term without giving effect to any partial or complete abatements of Base Rent (the “Rent Notice”); or (b) ninety five percent (95%) Landlord’s projected fair market Base Rent as of the commencement of the Extended Term, for comparable space in comparable buildings in New Haven, with all relevant factors considered (the “FMV Rent Notice”).

 

35.2.Base Rent for the Extended Term.  (a) If the Landlord sends a Rent Notice, the Base Rent for the Extended Term shall be as set forth in the Rent Notice and consistent with Section 35.1 above.

 

(b)If the Landlord sends a FMV Rent Notice, the Tenant shall have 21 days after receipt of the FMV Rent Notice in which to send Landlord a written dispute as to the proposed Base Rent specified in the FMV Rent Notice.  If Tenant agrees to pay such new Base Rent or if Tenant does not send a written dispute of the new Base Rent specified in the FMV Rent Notice within such 21 day period, Tenant shall be deemed to have agreed to pay such Base Rent. If Tenant sends Landlord a written dispute as to the Base Rent proposed in the FMV Notice, the Base Rent for the Extended Term shall be determined pursuant to the arbitration system set forth in Article 35.3 below.

 

35.3.Arbitration of Fair Market Rent.   In the event that Tenant sends written notice to Landlord disputing the FMV Rent Notice within 21 days of Tenant's receipt of the FMV Rent Notice, each of Landlord and Tenant shall, at its own respective cost and expense, retain a real estate broker, who must have ten (10) years of experience in commercial leasing in the New Haven market, to determine the fair market Base Rent for the Leased Premises as of the commencement date of the First Extended Term or Second Extended Term, as applicable, which appraisals must be completed and submitted within thirty (30) days of the commencement of the appraisal process by Tenant's notice electing arbitration. If the two appraisals are within ten percent (10%) of each other, then the average of the two appraisal amounts shall constitute the Base Rent which shall be due during the Extended Term. If the two appraisals are not within ten percent (10%) of each other, the two brokers shall select a third real estate broker (who must also possess the minimum qualifications described above), who within the next thirty (30) days shall select one of the two appraisal amounts which shall then constitute the Base Rent which shall be due during the Extended Term. Landlord and Tenant shall each bear one-half of the cost of said third broker. The appraisal process shall be binding upon both Landlord and Tenant.

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35.4.Extended Term.  Upon determination of the Base Rent for the Extended Term pursuant to Section 35.2 and 35.3 of this Lease, as applicable, this Lease shall be extended for the Extended Term, without the execution of any additional documents, and each and every term and condition of this Lease shall apply during the Extended Term, except only that: (i) the Base Rent specified in Article 3 of this Lease during the Extended Term shall be as determined above, and (ii) the phrase "term of this Lease" and "Term" shall be construed to include the Extended Term and thus the new Expiration Date shall be the last day of the Extended Term.

 

35.4.Failure to Exercise Option.  If Tenant shall fail to give Landlord written notice of Tenant's exercise of the Extended Term on or before the applicable Notice Date, time being of the essence, Tenant shall have no right to extend this Lease for the Extended Term and this Lease shall terminate as provided in Article 3 of this Lease and Tenant shall vacate the Leased Premises on or before the Expiration Date in accordance with the provisions of this Lease.

 

 

ARTICLE 36.  INTERPRETATION OF LEASE; MISCELLANEOUS

 

36.1.Partial Invalidity.  If any of the provisions of this Lease, or its application, is held by any court or in arbitration to be invalid or inapplicable, such decision shall not affect any other term, provision, covenant or condition of this Lease.  Notwithstanding the foregoing, if the invalid provision has the effect of reducing the Base Rent and/or Additional Rent to be paid by Tenant, Landlord may cancel this Lease.

 

36.2.Article and Section Captions.  Article and section captions will not be given any effect in determining the meaning of this Lease.

 

36.3.Governing Law.  The laws of the State of Connecticut will govern the interpretation of this Lease.

 

36.4.Successors and Assigns.  This Lease shall be binding upon the parties hereto and upon their heirs, administrators, executors, successors and assigns.

 

36.5.Continuing Obligations.  Notwithstanding anything to the contrary contained herein, all of Tenant’s and Landlord’s respective continuing rights, remedies, obligations and liabilities under Section 8.7, Section 8.8, Section 11.4, Article 12, Article 29 and Article 31 of this Lease, to the extent they are intended, by their terms, to survive, shall survive the Expiration Date or the earlier termination of this Lease for any reason.  

 

36.6.Landlord’s Liability.  In the event of a ground lease, sale, transfer or conveyance by Landlord of Building 4, the same shall operate to release Landlord from any future liability for any of the obligations, covenants or conditions, express or implied, herein contained, provided the purchaser, ground lessee or transferee assumes Landlord’s obligations and covenants hereunder.  In such event, Tenant agrees to look solely to the responsibility of the successor in interest of Landlord in and to this Lease.

 

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Landlord and Landlord’s officers, directors, shareholders and agents shall have absolutely no personal liability with respect to any provision of this Lease or any obligation or liability arising from this Lease or in connection with this Lease in the event of a breach or default by Landlord on any of its obligations.  Tenant shall look solely to the equity of the Landlord in the Property and Building 4 at the time of the breach or default for the satisfaction of any remedies of Tenant, and shall have no recourse against any other assets of Landlord or against any assets of any officer, director, shareholder or agent of Landlord.  Such exculpation of liability shall be absolute and without any exception whatsoever.

 

36.7.Counterparts.  This Lease may be executed in counterparts and each counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

 

 

ARTICLE 37   REIMBURSEMENT OF LANDLORD COSTS

 

Except as expressly provided otherwise in this Lease,  Tenant shall reimburse Landlord for all of Landlord’s out of pocket costs (including architectural, engineering and project management fees) incurred in evaluating Tenant’s proposed alterations to some or all of the Leased Premises and monitoring approved construction work.  Landlord shall provide notice to Tenant as to when out of pocket costs, expenses or fees (including architectural, engineering and attorney’s fees) are likely to be incurred, together with a good faith (but nonbinding) estimate as to the amount of such costs, expenses or fees. Tenant shall reimburse Landlord for all such out of pocket costs, expenses, or fees within thirty (30) days after receiving a request for reimbursement from Landlord together with a copy of any receipts or other record of such costs, provided, however, that redactions to such invoices may be made by Landlord in its sole and absolute discretion.  Notwithstanding the foregoing, there shall be a fee rate cap of $100 per hour for any professional providing such monitoring and evaluation services to Landlord.

 

 

 

 

 

 

[The Signature Page Immediately Follows.]

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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the day and year first above written.

 

Signed, Sealed and Delivered

In the Presence of:

 

 

 

 

 

 

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STATE OF CONNECTICUT)

                                                  ) ss.: New Haven                              November 15, ▇▇▇▇

▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇)

 

▇▇ this date personally appeared before me ▇▇▇▇ ▇▇▇▇▇▇▇ who acknowledged himself to be the duly authorized Treasurer of Arvinas Operations, Inc., a Delaware corporation, and that the execution hereof was the free act and deed of such corporation and his/her free act and deed as such officer.

 

IN WITNESS WHEREOF, I hereunto set my hand.

 

 

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

Commissioner of the Superior Court/

Notary Public

 

 

STATE OF CONNECTICUT)

                                                  )ss.: New Haven                               November 15, ▇▇▇▇

▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇)

 

▇▇ this date personally appeared before me Clio Nicolakis, who acknowledged herself/himself to be the duly authorized Executive Director of Science Park Development Corporation, a Connecticut non-stock corporation, and that the execution hereof was the free act and deed of such corporation and his/her free act and deed as such officer.

 

IN WITNESS WHEREOF, I hereunto set my hand.

 

 

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

Commissioner of the Superior Court/

Notary Public

 

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EXHIBIT A

 

LEGAL PROPERTY DESCRIPTION - ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

All that certain piece or parcel of land, together with all buildings and improvements thereon, situated in the City of New Haven, County of New Haven and State of Connecticut, being shown as “Land of Science Park Development Corporation AREA = 2.77.5 ACRES”, on a certain map or plan entitled “Boundary Survey Portion of Parcel ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,” prepared by ▇▇▇ ▇▇▇▇▇▇▇, INC. A.E.S. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Scale: 1” =20’, Date: August, 1998, Map File #T140-52, Revision #1 10-21-98, Revision #2 11-17-98, Revision #3 11-24-98, which map is on file or to be filed in the New Haven City Clerk’s Office, and to which reference may be had for a more particular description thereof.

Said premises are more particularly bounded and described as follows:

Commencing at an iron pin set in the Easterly street line of Winchester Avenue, which iron pin marks the Northwesterly corner of the herein described premises and which point lies 344.11 feet from the Southeast intersection of said Winchester Avenue and Division Street, as shown on said map;

Thence proceeding South 75° 38’ 10” East along land n/f Science Park Development Corporation shown as Parcel SP-1-C-2, a distance of 328.95 feet to a point marked by a drill hole, which point marks the Northeasterly corner of the herein described premises;

Thence proceeding South 14° 21’ 20” West along land n/f Science Park Development Corporation shown as Portion of Parcel SP-1-B-1, a distance of 367.43 feet to an iron pin, which pin marks the Southeasterly corner of the herein described premises;

Thence proceeding North 75° 37’ 30” West along land n/f U.S. Repeating Arms Company Inc., a distance of 329.05 feet to a drill hole set in the easterly Street line of Winchester Avenue, which point marks the Southwesterly corner of the herein described premises;

Thence proceeding North 14° 22’ 30” East along the Easterly street line of Winchester Avenue, a distance of 367.37 feet to the point or place of beginning.

Together with the terms of two agreements concerning a portion of Winchester Avenue situated between ▇▇▇▇▇▇ Street and Division Street, one such agreement by and between ▇▇▇▇ Corporation and Repeating Arms Company, dated July 20, 1981 and recorded in Volume 2922 at page 278 of said Land Records, and the other by and between ▇▇▇▇ Corporation and City of New Haven, dated May 14, 1984 and recorded in Volume 3211 at page 202 of said Land Records.

 

 

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EXHIBIT B

 

 

 

Holidays:

 

▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇. Day

President’s Day

Good Friday

Memorial Day

Independence Day

Labor Day

Columbus Day

Thanksgiving Day

Day after Thanksgiving

Christmas Day

New Year’s Day

 

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EXHIBIT C

 

Reserved

 

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SCHEDULE A

 

FLOOR PLAN OF THE LEASED PREMISES (4^th Floor of Building 4)

 

 

 

 

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SCHEDULE B

 

TENANT’S EQUIPMENT

 

 

To be Provided

 

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SCHEDULE C

 

CHEMICALS AND HAZARDOUS MATERIALS

 

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SCHEDULE D

 

RULES AND REGULATIONS

 

 

 

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