EXHIBIT 10.15
LEASE
-----
THIS LEASE is made as of this 18 day of May, 1992, between the following parties:
LANDLORD: TENANT
Domino's Farms Holding AASTROM Biosciences, Inc. Limited Partnership Post Office Box 130469 (a Michigan corporation) Ann Arbor, Michigan 48113-0469 24 Frank Lloyd Wright Drive Ann Arbor, MI 48105
LEASE OF PREMISES: - -----------------
In consideration of the rents to be paid and the covenants and agreements to be performed hereunder, Landlord hereby leases to TENANT and TENANT hereby leases from Landlord the PREMISES (defined below).
SUMMARY OF LEASE TERMS:
The following is intended to summarize certain basic terms of this Lease, and is not intended to be exhaustive. In the event anything set forth in this Summary of Lease Terms ("SUMMARY") conflicts with the other specific provisions of this Lease contained in the Standard Lease Terms, the latter shall be deemed to control.
A. BUILDING:
The office building known as Phase 5 of the Domino's Farms Prairie
House Office Complex and located at 24 Frank Lloyd Wright Drive, Ann
Arbor, MI 48105.
B. PREMISES:
OFFICE/LABORATORY SQUARE FOOTAGE:
Approximately 4,592 of usable square feet of space.
Location: Office and laboratory space located between column lines 25
and 29, and A and C, on Level 2 of Phase 5. Perimeters of
premises are as defined by BOMA (Building Owners & Managers
Association) standards, and are as shown on Rider A-1.
Address: 24 Frank Lloyd Wright Drive
Ann Arbor, MI 48105
C. TERM:
COMMENCEMENT DATE: 1. , 19
(check one) ------ ---------- ---------
XX 2. See Section 3.03
----
EXPIRATION DATE: Two years and eight months after Commencement
Date, subject to renewal as set forth in Rider
D.
D. RENT:
Months 1 and 2 The monthly rental charge will be equal to $2.31
per square foot for utilities, or $883.96.
Months 3-32 The monthly rental charge will be $8,919.96. This
amount is equal to $107,039.52 annually, based
upon a gross amount of $23.31 per square foot
($21.00 per square foot for rent plus $2.31 per
square foot for utilities).
E. PERMITTED USES: Office and laboratory
F. SECURITY DEPOSIT: $8,919.96
G. TENANT'S PROPORTIONATE SHARE: Not applicable
H. LANDLORD'S AGENT: Domino's Farms Corporation
I. MAILING ADDRESS: Domino's Farms Corporation
24 Frank Lloyd Wright Drive
P.O. Box 445
Ann Arbor, MI 48105
RIDERS ATTACHED: - ---------------
RIDER A Floor Plan of Building
Layout of Space Site Plan
RIDER B Work Agreement
RIDER C Rules and Regulations
RIDER D Addendum to Lease
RIDER E Right of First Refusal
RIDER F Attornment
RIDER G Hazardous Materials
RIDER H To Be Attached at Lease Commencement:
Construction Documents
Specifications
Warranties and Manuals
List of Tenant-owned Equipment
Financial Compilation
STANDARD LEASE TERMS - --------------------
SECTION 1
DEFINITIONS
1.01 Definitions: In addition to words and phrases defined in these
----------- Standard Lease Terms, the words and phrases in the Summary of Lease Terms shall have the meanings set forth therein.
SECTION 2
AMENITIES AND COMMON AREA
2.01 Amenities: Tenant's lease of the Premises shall include the
--------- nonexclusive right to the use of such building amenities as are generally made available to tenants of the Building.* The use and the availability of all such amenities shall be subject to the reasonable rules and regulations established by Landlord or the respective proprietor or operator of such amenities and subject to such prices or fees as may be established from time to time for the use of availability of any amenity. In addition, Tenant shall be entitled to unreserved parking spaces in the parking area provided for the Building, together with the nonexclusive right to use the walkways and other means of ingress and egress over the land surrounding the Building, and all other rights of ingress and egress provided for use in common by all owners and tenants of the Building.
2.02 Common Area: The term "Common Area" means that part of the Building
----------- intended by Landlord for the common use of all tenants, including, but not limited to, lobbies, public entrances, restrooms, stairways, elevators, corridors, parking areas and walkways. Tenant, and its employees and licensees, shall have the nonexclusive right to use the Common Area with other tenants and other persons permitted by Landlord to use the same. Tenant shall not take any action which would interfere with the rights of other persons to use the Common Area.
SECTION 3
THE TERM
3.01 Term: The Term of this Lease and the payment of rent hereunder, shall
---- commence on the Commencement Date and shall end on the Expiration Date.
3.02 Commencement Date - Date Certain: If item C1 of the Summary of Lease
-------------------------------- Terms is checked and a date inserted, the Commencement Date shall be such date. In that case Landlord agrees to substantially complete the improvements to the Building listed on the Work Agreement executed by Tenant and Landlord and attached as Rider B (the "Work Agreement") before the Commencement Date.
3.03 Commence Date - Substantial Completion: If item C2 of the Summary
-------------------------------------- Lease Terms is checked or if neither item C1 nor item C2 are checked, the Commencement Date shall be as set forth in this Section 3.03.
A. Notice of Substantial Completion. Landlord shall give Tenant ten (10)
--------------------------------
business days prior written notice of the anticipated date of
substantial completion of the work to be performed by Landlord in the
Premises pursuant to the provisions of the Work Agreement, which is
attached hereto as Rider B (the "Work Agreement") and incorporated
herein.
*See Rider D
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The Premises shall be deemed substantially complete when Landlord has
substantially completed the work required to be performed by Landlord
for Tenant as provided in the Work Agreement.
B. Delays. If there is a delay in the substantial completion of the
------
Premises, or any portion thereof, due to (a) any act or omission of
the Tenant, its architects, space designers, agents, or employees, as
set forth in the Work Agreement including, without limitation, delays
due to changes in the "Work" (as defined in the Work Agreement), or
any other work to be done by the Landlord, or delays in submission of
information, approving working drawings or estimates or giving
authorizations or approvals, (b) any additional time for completion of
such Work which may be required because of the inclusion in the Work
of any work which may hereinafter be referred to in this Lease or the
Work Agreement as "Additional Work" or (c) the noncompletion by the
Landlord of any Work, whether in connection with the layout or finish
of the Premises or otherwise, which the Landlord is not required to do
by the terms hereof until after the Commencement Date; then, the
Premises, or such portion, shall be deemed substantially complete and
available for occupancy on the date when the Premises or such portion
would have been available but for such delay, even though the Work or
Additional Work to be done by Landlord has not been commenced or
completed. Any reasonable and necessary additional cost to Landlord to
complete the Premises occasioned by such delay shall be paid as
additional rent upon demand. For the purposes of the preceding
sentence, "additional cost to Landlord" shall mean the total cost
incurred in excess of the aggregate cost which the Landlord would have
incurred to complete the Premises if there had been no such delay.
With respect to delays occasioned by the inclusion of "Additional
Work" referred to in (b) above, Landlord shall advise Tenant in
writing of the approximate number of days the Work will delay the
substantial completion of the Premises.
C. Termination. In the event the Premises shall not have been
-----------
substantially completed by Landlord on or prior to three months after
the date of this Lease, as such date may be extended by reason of
strikes, lockout, civil commotion, warlike operation, invasion,
rebellion, hostilities, governmental regulations or controls,
inability to obtain labor or materials despite reasonable diligence,
Acts of God, or other similar causes beyond Landlord's control, then
and in that event either Landlord or Tenant shall be entitled to
cancel this Lease by written notice to the other and upon such
cancellation, neither party shall have any further liability to the
other hereunder.
3.04 Taking of Possession: The taking of possession of the Premises shall be
-------------------- deemed an acceptance of the same by Tenant, and shall be deemed in any event substantial completion by Landlord of all of the improvements listed on the Work Agreement. For the purposes of this Section, the work to be done by Landlord shall be deemed substantially complete even though minor details or adjustments which shall not materially interfere with Tenant's use and occupancy of the Premises may not then have been completed, but which work Landlord agrees will thereafter be promptly completed.
3.05 Waivers: Tenant expressly waives any right to rescind this Lease and
------- further expressly waives the right to recover any damages, direct or indirect, which may result from Landlord's failure to deliver possession of the Premises on the Commencement
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Date. The Commencement Date shall not be postponed or delayed by reason of or arising out of delays occasioned by Tenant.
3.06 Confirmation of Lease Term: Promptly after the Commencement Date,
-------------------------- Landlord and Tenant will execute an agreement in recordable form, hereafter referred to as the "Commencement Date Agreement", stating, among other things, the Commencement Date and Expiration Date of the Term of this Lease. Tenant's failure or refusal to sign the same shall in no event affect Landlord's designation of the Commencement Date.
SECTION 4
THE BASE RENT
4.01 Base Annual Rental: Tenant agrees to pay to Landlord the Base Annual
------------------ Rental for the original Term of this Lease without right of set-off or abatement (except as specifically provided in Section 9 or 11).
4.02 Base Monthly Rental: The Base Annual Rental shall be payable in monthly
------------------- installments equal to the Base Monthly Rental, in advance, without any set-offs or deductions (except as specifically provided in Section 9 or 11), on the first day of each month (the "Rent Day") during the Term of this Lease at the address shown in Paragraph I of the Summary, or at such other place as Landlord from time to time may designate in writing. In the event the Commencement Date is other than the first day of a calendar month, the rental for the first and last partial months shall be prorated based on the actual number of days of such months included within the Lease Term and based upon the amount of the Base Monthly Rental.
SECTION 5
LATE CHARGES AND INTEREST
5.01 Late Charges: Any rent or other sums payable by Tenant to Landlord
------------ under this Lease which are not paid by Tenant and received and accepted by Landlord within seven (7) days after they are due will be subject to a onetime late charge of five percent (5%) of the amount due. Such late charges will be due and payable as additional rent on or before the next Rent Day.
5.02 Interest: Any rent, late charges or other sums, if any, payable by
-------- Tenant to Landlord under this Lease not paid within thirty (30) days after the same are due will bear interest at a per annum rate of eleven (11%) percent; provided however, if such rate exceeds the maximum rate of interest permitted by law under such encumbrances, then such rate shall be reduced to the maximum permissible rate. Such interest will be due and payable as additional rent on or before the next Rent Day, and will accrue from the date that such rent, late charges or other sums are first payable under the provisions of this Lease until actually paid by Tenant.
5.03 Default: Any default in the payment of rent, late charges or other sums
------- will not be considered cured unless and until the late charges and interest due hereunder are paid by Tenant to Landlord. If Tenant defaults in paying such late charges and/or interest, Landlord will have the same remedies as on default in the payment of rent. The obligation hereunder to pay late charges and interest exists in addition to, and not in the place of, the other default provisions of this Lease.
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SECTION 6
TAXES, ASSESSMENTS, UTILITIES, SERVICES
6.01 Personal Property Taxes: Tenant shall be responsible for and pay all
----------------------- personal property taxes assessed against Tenant's fixtures, equipment and other property of Tenant located on the Premises.
6.02 Taxes and Assessments:
---------------------
6.03 Utilities:
---------
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A. Utilities to be Furnished: So long as Tenant is not in default
-------------------------
under the terms of this Lease, Landlord shall furnish the following
utilities ("Utilities"):
(1). Electricity
(2). Air conditioning and heat during the appropriate season, as
provided in the Rules and Regulations attached as Rider C; and
(3). Hot and cold water for lavatory purposes.
B. Tenant's Utilities Share: Tenant agrees to pay to Landlord, as
------------------------
Additional Rent for the Premises, $2.31 per square foot for utility
charges.
6.04 Telecommunications: Tenant shall arrange and pay for its own telephone
------------------ or other telecommunications services, subject to Landlord's prior written approval of the means of installation of such service(s).
SECTION 7
USE OF PREMISES
7.01 Permitted Uses: The Premises will be used and occupied by Tenant for
-------------- the Permitted Uses and for no other purpose without prior written consent of Landlord. Tenant agrees that it will not use or permit any person to use the Premises or any part thereof for any use or purposes in violation of the laws of the United States, the laws, ordinances or other regulations of the State and municipality in which the Premises are located, or of any other lawful authorities. During the Term or any extension, Tenant will keep the Premises and every part thereof in a clean and wholesome condition and will comply with all lawful health and police regulations and with the Rules and Regulations attached as Rider C.
7.02 Rules and Regulations: The Landlord may, from time to time, establish
--------------------- reasonable rules and regulations ("Rules and Regulations") for use of the Premises, the Building and the Common Areas by Tenant and all other persons. Those Rules and Regulations in effect on the date of this Lease are attached as Rider C. All such rules and regulations may be amended or replaced, at Landlord's option, upon written notice to Tenant (sent by mail or otherwise delivered to the Premises). All such amendments or replacements shall be deemed to automatically amend and replace those Rules and Regulations set forth in Rider C.
SECTION 8
INSURANCE
8.01 Liability Insurance: Tenant shall obtain, at its own expense,
------------------- comprehensive general liability insurance coverage, including blanket contractual coverage, against claims for or arising out of bodily injury, death or property damage occurring in, on or about the Premises, which policy or policies shall name Landlord as an additional insured. The policy may be either a dual limit policy in the amounts of $1,000,000 per person and $1,000,000 per occurrence for bodily injury and $1,000,000 per occurrence for property damage or a single limit policy in the amount of $1,000,000. Landlord may require that the limits of such insurance be increased in reasonably appropriate amounts as
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may be determined by Landlord or any mortgagee of the Building; provided, however, that the amount of coverage will not be increased more frequently than at one (1) year intervals. Such policy shall be issued by an insurance company acceptable to Landlord. The policy procured by Tenant under this Subsection 8.01 must provide for at least thirty (30) days' written notice to Landlord of any cancellation. On or before the Commencement Date, Tenant shall deliver to Landlord, at Landlord's option, a certificate of insurance or a certified copy of the original policy, together with receipts evidencing payment of the premiums therefor. Tenant will deliver certificates of renewal for such policies to Landlord at least thirty (30) days prior to the expiration dates thereof. The insurance provided by Tenant under this Subsection 8.01 may be in the form of a blanket insurance policy covering other properties as well as the Premises; provided, however, that Tenant must furnish Landlord with a written statement from the insurer(s) under such policy or policies which statement shall (i) specify the policy limits of the policy or policies, (ii) state that the Premises and this Lease are covered by such policy or policies and (iii) state the amount of total insurance allocated to the Premises; provided, further, that any such policy or policies of blanket insurance must, as to the Premises, otherwise comply as to insurance amounts, endorsements, notice of cancellation and coverage with the other provisions of this Subsection 8.01.
8.02 Insurance for Leasehold Improvements: Tenant shall obtain, at its
------------------------------------ own expense, a policy to insure the leasehold improvements to be made to the Premises and any other fixtures or equipment of Tenant which will remain the property of Landlord under Section 18 of this Lease. The policy shall name Landlord as an additional insured for full replacement cost against loss by fire, with standard extended risk coverage, vandalism, malicious mischief, sprinkler leakage and all other risk perils.
8.03 Replacement Cost: Tenant may, at his or her option, maintain
---------------- insurance for full replacement cost of property of Tenant located in or about the Premises. Landlord shall not be responsible for any damage or loss to property of the tenant located in or about the premises.
DAMAGE
9.01 Damage: If the Premises are damaged or destroyed in whole or in part
------ by any fire or other casualty during the Term hereof, Landlord, to the extent insurance proceeds are available to Landlord, will repair and restore the same to good tenantable condition with reasonable dispatch, and that the rent herein provided for shall abate entirely in case the entire Premises are untenantable and pro rata on an equitable basis for the portion rendered untenantable,
-------- in case a part only is untenantable, until the same shall be restored to a tenantable condition. The foregoing shall be subject to all of the following: (i) if Tenant shall fail to adjust its own insurance or to remove its damaged goods, wares, equipment or property within a reasonable time, and as a result thereof the repairing and restoration is delayed, there shall be no abatement of rental during the period of such resulting delay; (ii) that there shall be no abatement of rental if such fire or other cause damaging or destroying the Premises shall result from the negligence or willful act of Tenant, its agents, servants, visitors, licensees, invitees or employees; (iii) that if Tenant shall use any part of the Building other than the Premises for storage, during the period of repair, a reasonable charge shall be made therefor against Tenant; (iv) that in case the Premises or the Building shall be destroyed to the extent of more than one-half (1/2) of the value thereof, Landlord may at its option terminate this Lease
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forthwith by a written notice to Tenant stating the date upon which this Lease will terminate.
SECTION 10
MAINTENANCE AND REPAIRS
10.01 Maintenance and Repairs: Landlord will maintain, repair and keep
----------------------- all structural, electrical, mechanical and plumbing systems of the Building (other than such systems installed by Tenant) and any other improvements on the land which serve the entire Building, including the parking lot, at all times, in good appearance and repair except for reasonable and normal wear and tear. Landlord will also maintain the grounds, sidewalks, driveways and parking areas. Landlord assumes the responsibility for the operation, security, management, maintenance and repair of the Common Area.
10.02 Cost of Repairs. From and after the date Tenant takes possession
--------------- of the Premises, and excluding and items described in the Work Agreement as Landlord's Work and those items subject to the preceding Section 10.01, any repairs, additions or alterations to the Building including any of its systems (e.g., plumbing, electrical, mechanical) structural or nonstructural, or to the Premises, which are required by any law, statute, ordinance, rule, regulation or governmental authority or insurance carrier, including, without limitation, OSHA, arising out of Tenant's use or occupancy of the Premises, will be made by Landlord at Tenant's expense including, without limitation, those which require the making of any structural, unforseen or extraordinary changes. The foregoing shall not apply to any such repairs that are required because of Landlord's use of the Building generally as an office building. Tenant agrees to pay the total costs incurred by Landlord for repairs made under this Subsection 10.02 within thirty (30) days after the delivery of an invoice for same. All amounts payable under this Section 10.02 will be additional rental and failure by Tenant to pay them when due will be a default under this Lease and, in addition to any other remedies provided in this Lease upon default, will result in the assessment of late charges and interest as set forth in Section 5.
10.03 Maintenance: Tenant agrees at its own expense to maintain the Premises
----------- and all improvements thereto, including any improvements made by Tenant, at all times in good appearance and repair except for reasonable and normal wear and tear.
10.04 Janitorial Services: Landlord will provide janitorial services to the
------------------- Premises. Tenant is responsible for the removal of any and all hazardous materials, to be handled in accordance with Rider G of this lease.
SECTION 11
INTERRUPTION OF SERVICES OR UTILITIES
11.01 Interruption of Utilities: Interruption or curtailment of any Utility
------------------------- for any reason or interruption or curtailment of any service maintained in the Building, if caused by strikes, mechanical difficulties, or any causes or acts beyond Landlord's control, whether similar or dissimilar to those enumerated, shall not entitle Tenant to any claim against Landlord or to any abatement in rent, nor shall the same constitute constructive or partial eviction, unless Landlord fails to take such measures as may be reasonable in the circumstances to restore the service or Utility without undue delay. In the event that the Tenant would elect to bring in portable generators or other similar equipment, Landlord will cooperate with installation of If the Premises are rendered untenantable in whole or in part for a period of over three (3) full business days, by the making of repairs, replacements or additions, other than those made at Tenant's request or caused by misuse or neglect by Tenant or Tenant's agents, servants,
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visitors, invitees, licensees or employees or those required by any governmental authority due to the nature of Tenant's use of the Premises, there shall be a proportionate abatement of rent during the period of such untenantability.
SECTION 12
PAYMENT FOR SERVICES RENDERED BY LANDLORD
12.01 Payment for Services: If Landlord at any time (i) does any work
-------------------- or performs any service in connection with the Premises, or (ii) supplies any materials to the Premises, and the cost of such services, work or materials is Tenant's responsibility under the provisions of this Lease, Landlord will invoice Tenant for the reasonable cost, payable on the next Rent Day or within ten (10) days after delivery of the invoice, whichever is later. This Section 12.01 will apply to any such work, service or materials, whether furnished at Tenant's request or on its behalf and whether furnished or caused to be furnished by Landlord, its agents, employees or contractors. All amounts payable under this Section 12.01 will be additional rental and failure by Tenant to pay them when due will ...
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