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Finance and Administration Committee - IX. Agreements for Development of the Cherokee Farm Research Park - Action1. DEMISE OF PREMISES.1.1 Premises. University, for and in consideration of the rents, covenants andconditions herein set forth, does hereby lease to Tenant, and Tenant does hereby lease fromUniversity, the Premises, subject to the terms, conditions and provisions hereof.1.2 Title. University is the fee owner of the Leasable Property, including thePremises, subject only to the encumbrances set forth in Exhibit “B” hereto (collectively, the“Permitted Encumbrances”). Any improvements, alterations and additions to the Premisesconstructed by or on behalf of Tenant, or its subtenants or assigns (collectively, the “Projects”)shall be owned by Tenant, or its subtenants or assigns, subject to the reversion in Section 5.2below and the provisions of Section 15.3.71.3 Option to Lease. At any time after the Effective Date, Tenant (or a PermittedTransferee, as hereinafter defined) shall have an ongoing, exclusive option (“ExpansionOption”) to lease all or a portion of the Leasable Property on the same terms and conditions asTenant leases the Premises. Tenant shall provide University with written notice ("ExpansionNotice") of its election to exercise its right to lease the Expansion Premises (or portion thereof),and in such event, the leased portion of the Expansion Premises shall automatically become apart of the Premises for purposes of this Lease. University and Tenant shall promptly execute amutually agreeable amendment to the Lease evidencing Tenant's exercise of its ExpansionOption and the inclusion of the applicable Leasable Property as a part of the Premises.1.4 University Right to Withdraw Property from Expansion Premises. At any timeafter the Effective Date, University shall have the right to withdraw all or any portion of theLeasable Property for which Tenant has not previously exercised the Expansion Option from thescope of the Expansion Premises. University shall provide Tenant with written notice at leastthirty (30) days in advance (“Withdrawal Notice”) of its election to withdraw portions of theLeasable Property from the Expansion Premises (the “Withdrawn Property”). University andTenant shall execute a mutually agreeable amendment to the Lease evidencing removal of theWithdrawn Property from the scope of the Expansion Premises. If University withdraws all ofthe remaining Leasable Property from the Expansion Premises, the Expansion Option shallterminate.1.5 University Right to Access Premises. University and its agents, employees andcontractors may enter upon the Premises, without charge therefor and without diminution of therent payable by Tenant, to inspect the Premises and to perform maintenance as University maydeem necessary. In connection with any such entry, University shall use reasonable efforts notto unreasonably disrupt or interfere with the operations of the Subtenants (as defined in Section9.1).1.6 Existing Infrastructure; Easements and University Cooperation withDevelopment. University and Tenant acknowledge that University has constructed and installedcertain infrastructure on the Land, including roads and utilities, as University anticipates will benecessary for the development of Projects on the Leasable Property. Notwithstanding theforegoing, University reserves the right to alter, reconfigure and otherwise modify such8088569.13 2165
Finance and Administration Committee - IX. Agreements for Development of the Cherokee Farm Research Park - Actionroadways and infrastructure, so long as such modifications do not materially, adversely affect therights of Tenant (or any Subtenant, as hereinafter defined).(a) University hereby grants and conveys to Tenant, and its Subtenants,licensees and invitees, a non-exclusive easement (the “Access Easement”) over allroadways, alleys, access drives and curb cuts located on the Land for the purpose ofingress and egress, including both pedestrian and vehicular travel, to and from thePremises and the nearest public right-of-ways. The Access Easement shall beappurtenant to the Premises; provided, however, it shall terminate upon the expiration orearlier termination of this Lease and all Subleases.7(b) Additionally, to ensure Tenant’s ability to utilize the Premises for thepurposes herein contemplated, University also hereby grants and conveys to Tenant, andits Subtenants, licensees and invitees, a non-exclusive easement (the “Utilities,Construction and Maintenance Easement”) over the Leasable Property for theinstallation, maintenance, repair and replacement of utilities and as otherwise may benecessary for construction and maintenance of the Projects. The Utilities, Constructionand Maintenance Easement shall be appurtenant to the Premises; provided, however, itshall terminate upon the expiration or earlier termination of this Lease and all Subleases.(c) Upon request, University agrees to execute any further documents, in formand substance satisfactory to University, as may be requested by Tenant (or anySubtenant) to memorialize the aforementioned easements. Further, University shallcooperate with and execute any applications, permits, plats, easements and otherdocuments as are satisfactory to University in form and substance and as are necessary orproper for Tenant (or Subtenants) (i) to be afforded necessary zoning classifications forthe Premises for the construction and operation of the Projects, (ii) to obtain any requiredgovernmental approvals of site or building plans for the demolition, construction,improvement, maintenance, use and enjoyment of any improvements now existing or tobe erected on the Premises, or (iii) to otherwise obtain utility services at the Premises.University agrees that Tenant may further grant to Subtenants or any public utilityprovider the use and benefit of the aforementioned easements and any other easements,licenses or similar rights granted to Tenant by University pursuant to, and subject to theconditions of, this Lease.2. LEASE TERM.2.1 Commencement Date; Term. The term of this Lease shall commence on_____________ (the “Commencement Date”) and shall continue for sixty (60) years (the“Term”), expiring on ______________ (the “Expiration Date”), subject to terms set forthbelow.2.2 Extension Option. Tenant shall be entitled to extend the Term of this Lease forone (1) additional period of forty (40) years (the “Extension Option”) by giving Universitywritten notice, as provided herein, not less than one hundred twenty (120) days prior to theExpiration Date. Notwithstanding the foregoing, if Tenant fails to give such notice within theaforesaid time limit, Tenant’s right to exercise its Extension Option shall nevertheless continue8088569.13 3166
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