Exhibit 4.13
LEASE
BETWEEN
PASEO DEL MAR LLC
AND
CONNECT BIOPHARM LLC
LEASE
(Short Form)
THIS LEASE is made as of December 22, 2021 , by and between PASEO DEL MAR LLC, a Delaware limited liability company, hereafter called “Landlord,” and CONNECT BIOPHARM LLC, a California limited liability company hereafter called “Tenant.”
ARTICLE 1. BASIC LEASE PROVISIONS
Each reference in this Lease to the “Basic Lease Provisions” shall mean and refer to the following collective terms, the application of which shall be governed by the provisions in the remaining Articles of this Lease.
Address of Building: 12265 El Camino Real, San Diego, CA 92130
Project: Paseo Del Mar
Months of Term or Period | Monthly Rate Per Rentable Square Foot | Monthly Basic Rent |
1 to 12 | $4.30 | $15,600.40 |
13 to 24 | $4.49 | $16,289.72 |
25 to 36 | $4.69 | $17,015.32 |
Notwithstanding the above schedule of Basic Rent to the contrary, as long as Tenant is not in Default (as defined in Section 14.1) under this Lease, Tenant shall be entitled to an abatement of 1 full calendar month of Basic Rent in the amount of $15,600.40 (the “Abated Basic Rent”) for the 2nd full calendar month of the Term (the “Abatement Period”).
In the event Tenant Defaults at any time during the Term, all unamortized Abated Basic Rent shall immediately become due and payable. The payment by Tenant of the Abated Basic Rent in the event of a Default shall not limit or affect any of Landlord's other rights, pursuant to this Lease or at law or in equity. Only Basic Rent shall be abated during the Abatement Period and all other additional rent and other costs and charges specified in this Lease shall remain as due and payable pursuant to the provisions of this Lease.
Project Cost Base: The Project Costs per rentable square foot incurred by Landlord and attributable to the Base Year.
Expense Recovery Period: Every twelve month period during the Term (or portion thereof during the first and last Lease years) ending June 30.
Floor Area of Building: approximately 75,957 rentable square feet
Guarantor: Connect Biopharma Holdings Limited
LANDLORD
Payment Registration Address:
Email tenantportal@irvinecompany.com to request an account for the Tenant Payment Portal.
TENANT
CONNECT BIOPHARM LLC
12265 El Camino Real, Suite 350 San Diego, CA 92130
Notice Address:
PASEO DEL MAR LLC
12275 El Camino Real, Suite 130 San Diego, CA 92130
Attn: Property Manager with a copy of notices to:
THE IRVINE COMPANY LLC
550 Newport Center Drive Newport Beach, CA 92660
Attn: Senior Vice President, Operations Irvine Office Properties
Notice Address:
Prior to the Commencement Date:
12707 High Bluff Drive, Suite 20 San Diego, CA 92130
After the Commencement Date:
At the address above with a copy to: Shartsis Friese LLP
One Maritime Plaza, Suite 1800
San Francisco, CA 94111
Attn: P. Rupert Russell/ Thomas D. Morell
Exhibit A Description of Premises Exhibit B Operating Expenses
Exhibit C Utilities and Services Exhibit D Tenant’s Insurance
Exhibit E Rules and Regulations Exhibit F Parking
Exhibit G Guarantee
Exhibit X Work Letter Exhibit X-1 Plan
ARTICLE 2. PREMISES
ARTICLE 3. TERM
(20) days prior written notice of the date upon which, in Landlord’s judgment, the Premises shall be “ready for occupancy”.
ARTICLE 4. RENT AND OPERATING EXPENSES
ARTICLE 5. USES
(ii) offices or agencies of any foreign governmental or political subdivision thereof; or (iii) schools, temporary employment agencies or other training facilities which are not ancillary to corporate, executive or professional office use. Tenant shall not do or permit anything to be done in or about the Premises which will in any way interfere with the rights or quiet enjoyment of other occupants of the Building or the Project, or use or allow the Premises to be used for any unlawful purpose, nor shall Tenant permit any nuisance or commit any waste in the Premises or the Project. Tenant shall not perform any work or conduct any business whatsoever in the Project other than inside the Premises. Tenant shall comply at its expense with all present and future laws, ordinances and requirements of all governmental authorities that pertain to Tenant or its use of the Premises, and with all energy usage reporting requirements of Landlord. Pursuant to California Civil Code § 1938, Landlord hereby states that the Premises have not undergone inspection by a Certified Access Specialist (CASp) (defined in California Civil Code § 55.52(a)(3)). Pursuant to Section 1938 of the California Civil Code, Landlord hereby provides the following notification to Tenant: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor
may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction related accessibility standards within the premises.”
ARTICLE 6. LANDLORD SERVICES
ARTICLE 7. REPAIRS AND MAINTENANCE
ARTICLE 8. SPACE PLANNING AND SUBSTITUTION
Landlord shall have the right, upon providing not less than 90 days written notice, to move Tenant to other space of comparable size in the Building or in the Project. The new space shall be provided with improvements of comparable quality to those within the Premises and shall contain similar finishes as the Premises, approximately the same rentable square footage as the Premises and approximately the same number of work stations, offices, breakrooms and reception areas as are contained in the Premises as of the date Tenant receives Landlord’s notice of relocation. Landlord shall pay the reasonable out-of-pocket costs to relocate and reconnect Tenant’s personal property and equipment within the new space. Landlord shall also reimburse Tenant for such other reasonable out-of-pocket costs that Tenant may incur in connection with the relocation. The total monthly Basic Rent for the new space shall in no event exceed the total monthly Basic Rent for the Premises prior to the relocation and Tenant’s Share for the new space shall in no event exceed Tenant’s Share for the Premises prior to the relocation. Within 10 days following request by Landlord, Tenant shall execute an amendment to this Lease prepared by Landlord to memorialize the relocation. No rent shall be payable during the period in which Tenant is unable to operate as a result of the relocation and reconstruction as provided herein. Notwithstanding the foregoing, in the event the relocation space designated by Landlord is not acceptable to Tenant, then Tenant may, by written notice to Landlord within 5 business days following delivery of Landlord’s relocation notice, elect to terminate this Lease by written notice to Landlord (the "Termination Notice"); in such event, unless Landlord revokes in writing its relocation election within three business days thereafter (in which case the Termination Notice shall be null and void), this Lease shall terminate 60 days following delivery of the Termination Notice.
ARTICLE 9. ASSIGNMENT AND SUBLETTING
ARTICLE 10. INSURANCE AND INDEMNITY
ARTICLE 11. DAMAGE OR DESTRUCTION
ARTICLE 12. EMINENT DOMAIN
Either party may terminate this Lease if any material part of the Premises is taken or condemned for any public or quasi-public use under Law, by eminent domain or private purchase in lieu thereof (a “Taking”). Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building or Project which would have a material adverse effect on Landlord’s ability to profitably operate the remainder of the Building or Project. The termination shall be effective as of the effective date of any order granting possession to, or vesting legal title in, the condemning authority. All compensation awarded for a Taking shall be the property of Landlord provided that Tenant may file a separate claim seeking redress from the Taking party, agency or entity so long as it does not diminish the award otherwise receivable by Landlord. Tenant agrees that the provisions of this Lease shall govern any Taking and shall accordingly supersede any contrary statute or rule of law.
ARTICLE 13. SUBORDINATION; ESTOPPEL CERTIFICATE
ARTICLE 14. DEFAULTS AND REMEDIES
The notice periods provided herein are in lieu of, and not in addition to, any notice periods provided by law, and Landlord shall not be required to give any additional notice under California Code of Civil Procedure Section 1161, or any successor statute, in order to be entitled to commence an unlawful detainer proceeding.
ARTICLE 15. END OF TERM
ARTICLE 16. PAYMENTS AND NOTICES
All sums payable by Tenant to Landlord shall be paid, without deduction or offset, in lawful money of the United States to Landlord at its address set forth in Item 12 of the Basic Lease Provisions, or at any other place as Landlord may designate in writing. Unless this Lease expressly provides otherwise, all payments shall be due and payable within 30 days after written demand. All payments requiring proration shall be prorated on the basis of the number of days in the pertinent calendar month or year, as applicable. Any notice, election, demand, consent or approval to be given or other document to be delivered by either party to the other may be delivered to the other party, at the address set forth in Item 12 of the Basic Lease Provisions, by personal service or by any courier or “overnight” express mailing service. Either party may, by written notice to the other, served in the manner provided in this Article, designate a different address. The refusal to accept delivery
of a notice, or the inability to deliver the notice (whether due to a change of address for which notice was not duly given or other good reason), shall be deemed delivery and receipt of the notice as of the date of attempted delivery.
ARTICLE 17. RULES AND REGULATIONS
Tenant agrees to comply with the Rules and Regulations attached as Exhibit E, and any reasonable and nondiscriminatory amendments, modifications and/or additions as may be adopted by Landlord from time to time. The rules and regulations shall be generally applicable, and generally applied in the same manner, to all tenants of the Building.
ARTICLE 18. BROKER’S COMMISSION
The parties recognize as the broker(s) who negotiated this Lease the firm(s) whose name(s) is (are) stated in Item 10 of the Basic Lease Provisions, and agree that Landlord shall be responsible for the payment of brokerage commissions to those broker(s) unless otherwise provided in this Lease. Tenant agrees to indemnify and hold Landlord harmless from any cost, expense or liability (including reasonable attorneys’ fees) for any compensation, commissions or charges claimed by any other real estate broker or agent employed or claiming to represent or to have been employed by Tenant in connection with the negotiation of this Lease.
ARTICLE 19. TRANSFER OF LANDLORD’S INTEREST
Landlord shall have the right to transfer and assign, in whole or in part, all of its ownership interest, rights and obligations in the Building, Project or Lease, including the Security Deposit, and upon transfer Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such obligations and the return of any Security Deposit.
ARTICLE 20. INTERPRETATION
ARTICLE 21. EXECUTION
ARTICLE 22. MISCELLANEOUS
IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first above written.
LANDLORD: | TENANT:
|
PASEO DEL MAR LLC, a Delaware limited liability company
| CONNECT BIOPHARM LLC a California limited liability company
|
By: /s/ Steven M. Chase | By: /s/ Zheng Wei |
Steven M. Case Executive Vice President, Leasing & Marketing Office Properties
| Zheng Wei, Ph.D. CEO |
By: /s/ Christopher Gash | By: /s/ Steven Chan |
Christopher Gash Vice President, Operations Office Properties
| Steven Chan Chief Financial Officer |
EXHIBIT A
DESCRIPTION OF PREMISES
12265 El Camino Real, Suite 350
EXHIBIT B
OPERATING EXPENSES AND TAXES
(Base Year)
EXHIBIT C
UTILITIES AND SERVICES
The following standards for utilities and services shall be in effect at the Building. Landlord reserves the right to adopt nondiscriminatory modifications and additions to these standards. In the case of any conflict between these standards and the Lease, the Lease shall be controlling. Subject to all of the provisions of the Lease, the following shall apply:
EXHIBIT D
TENANT’S INSURANCE
The following requirements for Tenant’s insurance shall be in effect during the Term, and Tenant shall also cause any subtenant to comply with the requirements. Landlord reserves the right to adopt reasonable nondiscriminatory modifications and additions to these requirements.
$2,000,000 combined single limit per occurrence for bodily injury, death, and property damage liability; (ii) workers’ compensation insurance coverage as required by law, together with employers’ liability insurance coverage of at least
$1,000,000 each accident and each disease; (iii) with respect to Alterations constructed by Tenant under this Lease, builder’s risk insurance, in an amount equal to the replacement cost of the work; and (iv) insurance against fire, vandalism, malicious mischief and such other additional perils as may be included in a standard “special form” policy, insuring all Alterations, trade fixtures, furnishings, equipment and items of personal property in the Premises, in an amount equal to not less than 90% of their replacement cost (with replacement cost endorsement), which policy shall also include business interruption coverage in an amount sufficient to cover 1 year of loss. In no event shall the limits of any policy be considered as limiting the liability of Tenant under this Lease.
NOTICE TO TENANT: IN ACCORDANCE WITH THE TERMS OF THIS LEASE, TENANT MUST PROVIDE EVIDENCE OF THE REQUIRED INSURANCE TO LANDLORD’S MANAGEMENT AGENT PRIOR TO BEING AFFORDED ACCESS TO THE PREMISES.
EXHIBIT E
RULES AND REGULATIONS
The following Rules and Regulations shall be in effect at the Building. Landlord reserves the right to adopt reasonable nondiscriminatory modifications and additions at any time. In the case of any conflict between these regulations and the Lease, the Lease shall be controlling.
EXHIBIT F PARKING
The following parking regulations shall be in effect at the Building In the case of any conflict between these regulations and the Lease, the Lease shall be controlling.
EXHIBIT G
GUARANTEE OF LEASE
ARTICLE 1. PARTIES
The undersigned (hereinafter collectively "Guarantor"), whose address is hereinafter set forth, as a material inducement to and in consideration of PASEO DEL MAR LLC], a Delaware limited liability company (hereinafter "Landlord") entering into a written lease (hereinafter, the "Lease") with CONNECT BIOPHARM LLC, a Cayman Islands corporation (hereinafter "Tenant"), of approximately even date herewith, for lease of that certain space located at 12265 El Camino Real, Suite 350, San Diego, California, and more particularly described in the Lease, pursuant to the provisions of this Guarantee of Lease (the "Guarantee") unconditionally guarantees and promises to and for the benefit of Landlord full payment and performance of each and all of the terms, covenants and conditions of the Lease by Tenant, all as more specifically set forth hereinafter.
ARTICLE 2. GUARANTOR'S DUTIES
Section 2.1. Guarantee of Tenant's Performance
Guarantor hereby unconditionally guarantees to Landlord the full and complete performance of each and all of the terms, covenants and conditions of the Lease as required to be performed by Tenant, including, but not limited to, the payment of all rental, property taxes, operating expenses, and any and all other charges or sums, or any portion thereof, to accrue or become due from Tenant to Landlord pursuant to the terms of the Lease.
Section 2.2. Tenant's Failure to Perform
Section 2.3. Statements of Guarantor.
Guarantor shall deliver to Landlord, prior to the execution of this Guarantee and thereafter at any time upon Landlord’s request, Guarantor’s current financial statements, certified true, accurate and complete by the chief financial officer of Guarantor, including a balance sheet and profit and loss statement for the most recent prior year (collectively, the “Statements”), which Statements shall accurately and completely reflect the financial condition of Guarantor. Landlord agrees that it will keep the Statements confidential, except that Landlord shall have the right to deliver the same to any proposed purchaser or encumbrancer of the premises described in the Lease. Notwithstanding the foregoing, so long as Guarantor remains a public company on a stock exchange in the United States with Guarantor’s English language financial statements publicly available for review by Landlord, Guarantor’s obligations under this Section 2.3 shall be satisfied by providing a link to such publicly available information that is currently available.
ARTICLE 3. LANDLORD'S RIGHTS
Section 3.1. Enforcement
Notwithstanding the provisions of Section 2.2.1. above, Landlord reserves the right, in the event of any failure of Tenant to pay rental, property taxes, operating expenses and other sums which may become due and owing pursuant to the terms of the Lease, to proceed against Tenant or Guarantor, or both, and to enforce against Guarantor or Tenant, or both, any and all rights that Landlord may have to said rental, property taxes, operating expenses and other sums accrued pursuant to the terms of the Lease, without giving prior notice to Tenant or Guarantor, and without making demands therefor on either of them. Guarantor understands and agrees that its liability under this Guarantee shall be primary (and joint and several with Tenant) and that, in any right of action which may accrue to Landlord under the Lease or this Guarantee, Landlord at its option may proceed against Guarantor without having taken any action or obtained any judgment against Tenant.
Section 3.2. Guarantor's Waivers
In addition to any other waiver herein and except as otherwise specifically provided in this Guarantee, Guarantor hereby waives:
ARTICLE 4. ALTERATION, MODIFICATION, OR ASSIGNMENT
Section 4.1. Effect of Extension, Modification, or Alteration of Lease
Guarantor understands and agrees that notwithstanding the provisions of Section 2819 of the California Civil Code, the obligations of Guarantor under this Guarantee shall in no way be affected by any extension, modification or alteration of the Lease, including, but not limited to, Tenant entering into any sublease thereunder, or Tenant's obligations under the Lease and each of its provisions, and any such extension, modification or alteration of the Lease, including Tenant entering into any sublease thereunder, shall in no way release or discharge Guarantor from any obligations accruing under this Guarantee. The term "Lease" shall include all amendments, modifications, alterations and extensions of the Lease.
Section 4.2. Assignment
Guarantor understands and agrees that any assignment of the Lease, or any rights or obligations accruing thereunder, shall in no way affect Guarantor's obligations under this Guarantee.
Section 4.3. Delay in Enforcement/Settlements
Guarantor understands and agrees that any failure or delay of Landlord to enforce any of its rights under the Lease or this Guarantee shall in no way affect Guarantor's obligations under this Guarantee, nor shall any settlement or release with Tenant or any third party release or discharge Guarantor from its obligations hereunder.
ARTICLE 5. TENANT'S INSOLVENCY
Section 5.1. Liability upon Tenant's Insolvency
Guarantor understands and agrees that in the event Tenant shall become insolvent or be adjudicated bankrupt,
whether by voluntary or involuntary petition, or shall a petition for organization, arrangement, or similar relief be filed against it, or if a receiver of any part of its property or assets is appointed by any court, Guarantor will remain obligated to pay to Landlord the amount of all unpaid rent, property taxes, operating expenses, and any other sums accrued and thereafter accruing under the Lease.
Section 5.2. Effect of Operation of Law
Any operation of any present or future debtor's relief act or similar act or law, or decision of any court, shall in no way abrogate or otherwise limit the obligation of Guarantor to perform any of the terms, covenants or conditions of this Guarantee.
ARTICLE 6. MISCELLANEOUS
Section 6.1. Notices
Any and all notices required under this Guarantee shall be made in writing, and shall be personally delivered, sent by reputable courier or overnight delivery service, or mailed, first-class mail, postage prepaid, to the party who is designated to receive such notice at the address set forth after their respective signatures on this Guarantee, or at such other place as may be designated by said party upon written notice from time to time hereafter.
Section 6.2. Extent of Obligations
Notwithstanding anything to the contrary in this Guarantee, it is understood and agreed that this Guarantee shall extend to any and all obligations of Tenant under the Lease.
Section 6.3. Assignability
This agreement may be assigned in whole or in part by Landlord at any time to any successor to Landlord's interest in the leased premises and/or to any lender of Landlord.
Section 6.4. Successors and Assigns
The terms and provisions of this Guarantee shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.
Section 6.5. Modification of Guarantee
This Guarantee constitutes the full and complete agreement between the parties hereto, and it is understood and agreed that the provisions hereof may only be modified by a writing executed by both parties hereto.
Section 6.6. Number and Gender
As used herein the singular shall include the plural, and as used herein the masculine shall include the feminine and neuter genders.
Section 6.7. Captions/Headings
Any captions or headings used in this Guarantee are for reference purposes only and are in no way to be construed as part of this Guarantee.
Section 6.8. Invalidity
If any term, provision, covenant or condition of this Guarantee is held to be void, invalid, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
Section 6.9. Jurisdiction
The validity of this agreement and of any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be interpreted and construed pursuant to and in accordance with the laws of the State of California. Guarantor consents to the jurisdiction of any competent state or federal court in California where Landlord may elect to
initiate an action to enforce its rights hereunder.
Section 6.10. Joint and Several
Should more than one party execute this instrument as Guarantor, then the obligations of each such party shall be joint and several.
Section 6.11. Attorney's Fees
In the event it becomes necessary to enforce any of the terms and provisions of this Guarantee, whether or not suit be instituted, the prevailing party shall be entitled to its reasonable costs and expenses incurred with respect thereto, including, but not limited to, reasonable attorney's fees, and such other costs and expenses as may be allowed by law.
Section 6.12. Guarantee of Payment and Performance
It is understood and agreed that this Guarantee is unconditional and continuing, and a guarantee of payment and performance and not of collection.
Section 6.13. WAIVER OF JURY TRIAL/JUDICIAL REFERENCE LANDLORD AND GUARANTOR HEREBY ACKNOWLEDGE AND AGREE THAT THE PROVISIONS OF SECTION 14.6 OF THE LEASE SHALL BE INCORPORATED BY REFERENCE INTO THIS GUARANTEE, AND THAT ALL REFERENCES TO “TENANT” IN THAT SECTION SHALL BE DEEMED TO REFER TO GUARANTOR FOR PURPOSES HEREOF.
Section 6.14. COUNTERPARTS; DIGITAL SIGNATURES. This Guarantee may be executed in one or more counterparts, if applicable, each of which shall constitute an original and all of which shall be one and the same agreement. The parties agree to accept a digital image (including but not limited to an image in the form of a PDF, JPEG, GIF file, or other e-signature) of this Guarantee, if applicable, reflecting the execution of one or both of the parties, as a true and correct original.
[SIGNATURES ON FOLLOWING PAGE]
ARTICLE 7. EXECUTION
IN WITNESS WHEREOF, the undersigned have executed this Guarantee and made it effective as of December 22, 2021.
Connect Biopharma Holdings Limited a Cayman Islands corporation
|
By: /s/ Zheng Wei
|
Printed Name: Zheng Wei
|
Title: CEO |
Address: 12265 El Camino Real, Suite 350 San Diego, CA 92130
|
EXHIBIT X
WORK LETTER BUILD TO SUIT
Landlord shall cause its contractor to construct the tenant improvements (the “Tenant Improvements”) for the Premises as shown in the space plan (the “Plan”) prepared by Gensler and dated October 13, 2021 (attached hereto as Exhibit X-1). Tenant acknowledges that Landlord has delivered an estimated schedule for construction of the Tenant Improvements. Landlord shall use commercially reasonable efforts to achieve substantial completion of the Tenant Improvements in accordance with such schedule, but makes no representations or warranties with respect thereto and shall not be liable to Tenant for any damages if the Tenant Improvements are not complete by the time periods set forth in such schedule. Tenant shall be invited to weekly construction meetings and will be notified of any potential delays. Any additional cost resulting from changes requested by Tenant shall be borne solely by Tenant and paid to Landlord prior to the commencement of construction. Unless otherwise specified in the Plan or hereafter agreed in writing by Landlord, all materials and finishes utilized in constructing the Tenant Improvements shall be Landlord's building standard. Should Landlord submit any additional plans, equipment specification sheets, or other matters to Tenant for approval or completion, Tenant shall respond in writing, as appropriate, within 5 business days unless a shorter period is provided herein. Tenant shall not unreasonably withhold its approval of any matter, and any disapproval shall be limited to items not previously approved by Tenant in the Plan or otherwise.
In the event that Tenant requests in writing a revision in the Plan or in any other plans hereafter approved by Tenant, then provided such change request is reasonably acceptable to Landlord, Landlord shall advise Tenant by written change order of any additional cost and/or prospective Tenant Delay (as defined below) such change would cause. Tenant shall approve or disapprove such change order in writing within 2 business days following its receipt. Tenant's approval of a change order shall not be effective unless accompanied by payment in full of the additional cost of the tenant improvement work resulting from the change order. It is understood that Landlord shall have no obligation to interrupt or modify the tenant improvement work pending Tenant's approval of a change order to the extent such change order impacts a critical path item or would delay Landlord’s timely completion of the Tenant Improvements.
Notwithstanding any provision in the Lease to the contrary, if Tenant fails to comply with any of the time periods specified in this Work Letter, requests any changes to the work, fails to make timely payment of any sum due hereunder, furnishes inaccurate or erroneous specifications or other information, or otherwise delays in any manner the completion of the Tenant Improvements or the issuance of an occupancy certificate (any of the foregoing being referred to in this Lease as a “Tenant Delay”), then Tenant shall bear any resulting increase in the construction cost or other expenses and the Commencement Date shall be deemed to have occurred for all purposes, including Tenant's obligation to pay Rent, as of the date Landlord reasonably determines that it would have been able to deliver the Premises to Tenant but for the collective Tenant Delays. Notwithstanding the foregoing, Landlord shall deliver written notice of the Tenant Delay within three (3) business days after becoming aware of the act or omission which will or may form the basis of a claim for Tenant Delay (the “Tenant Delay Notice”); provided, however, if Landlord does not deliver the Tenant Delay Notice within such three (3) Business Day period, such act or omission shall not constitute a Tenant Delay until the date that is three (3) Business Days following Tenant’s receipt of the Tenant Delay Notice.
Landlord shall permit Tenant and its agents to enter the Premises up to 5 days prior to the Commencement Date of the Lease in order that Tenant may perform any work to be performed by Tenant hereunder through its own contractors, subject to Landlord's prior written approval, and in a manner and upon terms and conditions and at times satisfactory to Landlord's representative. The foregoing license to enter the Premises prior to the Commencement Date is, however, conditioned upon Tenant's contractors and their subcontractors and employees working in harmony and not interfering with the work being performed by Landlord. If at any time that entry shall cause disharmony or interfere with the work being performed by Landlord, this license may be withdrawn by Landlord upon 24 hours written notice to Tenant. That license is further conditioned upon the compliance by Tenant's contractors with all requirements imposed by Landlord on third party contractors, including without limitation the maintenance by Tenant and its contractors and subcontractors of workers' compensation and public liability and property damage insurance in amounts and with companies and on forms satisfactory to Landlord, with certificates of such insurance being furnished to Landlord prior to proceeding with any such entry. The entry shall be deemed to be under all of the provisions of the Lease except as to the covenants to pay Rent unless Tenant commences business activities within the Premises. Landlord shall not be liable in any way for any injury, loss or damage which may occur to any such work being performed by Tenant, the same being solely at Tenant's risk. In no event shall the failure of Tenant's contractors to complete any work in the Premises extend the Commencement Date.
Tenant hereby designates Leeza Argier (largier@connectpharm.com), as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for changes, and Landlord shall be entitled to rely upon authorizations and directives of such person(s) as if given by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.
EXHIBIT X-1