SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1997
Commission file number 0-16177
ONCOR, Inc.
(Exact name of registrant as specified in its charter)
Maryland 52-1310084
(State of Incorporation) (I.R.S Employer Identification No.)
209 Perry Parkway
Gaithersburg, Maryland 20877
(Address of principal executive offices)
(Zip code)
(301) 963-3500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES x NO
At April 30, 1997, there were 25,112,338 shares of Common Stock outstanding. <PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited consolidated balance sheet as of March 31, 1997, the
audited consolidated balance sheet as of December 31, 1996, and the unaudited
consolidated statements of operations and of cash flows for the three month
periods ended March 31, 1997 and 1996, set forth below, have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission (the "Commission"). Certain information and note disclosures
normally included in the annual financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to those rules and regulations. Oncor, Inc. (the "Company") believes
that the disclosures made are adequate to make the information presented not
misleading.
In the opinion of management of the Company, the accompanying
consolidated financial statements reflect all adjustments (consisting only of
normal recurring adjustments) that are necessary for a fair presentation of
results for the periods presented. It is suggested that this financial
information be read in conjunction with the Form 10-K, including "Item 1.
Business - Additional Risk Factors," filed with the Commission for the year
ended December 31, 1996.
The results for the first three month period ended March 31, 1997,
presented in the accompanying financial statements, are not necessarily
indicative of the results for the entire year. In addition, the results for
the three month period ended March 31, 1996 have been restated to give effect
to the accounting treatment for the Company's convertible debentures. See
Note 6 of the Notes to Financial Statements.<PAGE>
<TABLE>
ONCOR, INC.
CONSOLIDATED BALANCE SHEETS
<CAPTION>
As of
------------------------------
Mar. 31, 1997 Dec. 31, 1996
Unaudited
------------------------------
<S> ASSETS
CURRENT ASSETS: <C> <C>
Cash and cash equivalents $12,941,192 $13,058,657
Short-term investments, at market 2,808,149 388,504
Restricted cash 700,000 5,432,478
Accounts receivable, net of allowance
for doubtful accounts of approxi-
mately $417,000 and $372,000 2,050,436 2,401,639
Receivable from Officer/Director 302,542 294,039
Inventories 4,034,635 3,839,630
Other current assets 1,303,718 863,060
------------ ------------
Total current assets 24,140,672 26,278,007
------------ ------------
NON-CURRENT ASSETS:
Property and equipment, net 4,735,539 5,044,270
Deposits and other non-current assets 441,108 216,035
Investment in and advances to affiliates 2,839,484 3,213,548
Intangible assets, net 6,083,136 6,918,278
------------ ------------
Total non-current assets 14,099,267 15,392,131
------------ ------------
Total assets $38,239,939 $41,670,138
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $2,785,658 $2,523,585
Accrued expenses and other current
liabilities 980,676 1,656,900
Current portion of long-term debt 764,518 719,337
------------ -------------
Total current liabilities 4,530,852 4,899,822
------------ -------------
LONG-TERM DEBT 11,456,297 10,386,110
------------ -------------
Total liabilities 15,987,149 15,285,932
------------ -------------<PAGE>
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARY 2,935,617 3,040,119
------------ -------------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 1,000,000
shares authorized, no shares issued - -
Common stock, $.01 par value,
50,000,000 shares authorized,
25,112,338 and 24,214,349 issued;
25,032,929 and 24,134,940 outstanding 251,123 242,143
Common stock warrants outstanding 781,250 781,250
Additional paid-in capital 130,251,411 125,327,438
Deferred compensation (573,214) (641,270)
Unrealized gain on investments (2,204) (94)
Cumulative translation adjustment (1,530,205) (508,172)
Accumulated deficit (109,640,476) (101,636,696)
Less - 79,409 shares of common
stock held in treasury, at cost (220,512) (220,512)
------------ -------------
Total stockholders' equity 19,317,173 23,344,087
------------ -------------
Total liabilities and
stockholders' equity $38,239,939 $41,670,138
============ =============
The accompanying notes are an integral part
of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
ONCOR, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
For the Three Months Ended
March 31,
------------------------------
1997 1996
------------------------------
<S>
GROSS REVENUES: <C> <C>
Product sales $3,204,386 $3,923,372
Grants and contracts 122,750 272,025
------------ ------------
Gross revenues 3,327,136 4,195,397
OPERATING EXPENSES:
Direct cost of sales 1,930,049 2,413,115
Amortization of
intangibles 307,119 344,379
Selling, general and
administrative 3,241,100 3,458,816
Research and development 1,540,530 1,986,477
Clinical and regulatory 456,166 492,279
------------ ------------
Total operating expenses 7,474,964 8,695,066
LOSS FROM OPERATIONS (4,147,828) (4,499,669)
OTHER INCOME (EXPENSE):
Investment income 193,845 178,964
Interest and other expenses,
net (Note 6) (2,745,923) (660,695)
Foreign exchange loss (4,787) (21,165)
Equity in net loss of
affiliates (1,299,087) (1,596,772)
------------ ------------
(3,855,952) (2,099,668)
Net loss ($8,003,780) ($6,599,337)
============ ============
NET LOSS PER SHARE ($0.32) ($0.30)
============ ============
WEIGHTED-AVERAGE COMMON
SHARES OUTSTANDING 24,865,816 21,815,426
============ ============
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
ONCOR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
For the three months ended March 31,
------------------------------------
1997 1996
------------------------------------
<S>
CASH FLOWS FROM OPERATING ACTIVITIES: <C> <C>
Net loss ($8,003,780) ($6,599,337)
Adjustments to reconcile net loss to
net cash used in operating activities:
Issuance of common stock for interest
and imputed interest of convertible
notes 2,175,000 569,842
Issuance of common stock in
connection with research and
development agreements 111,681 192,505
Depreciation and amortization 649,547 745,740
Expenses for non-employee stock options 107,118 -
Equity in net loss of affiliate
and other 1,319,670 1,596,775
Changes in operating assets
and liabilities:
Accounts receivable 235,403 803,411
Inventories (295,661) 268,213
Other current assets 29,129 (64,325)
Deposits and other non-current assets (24,743) 12,787
Accounts payable (153,407) (379,526)
Accrued expenses and other
liabilities 384,941 (536,125)
Deferred rent - (18,223)
Net cash used in operating
activities (3,465,102) (3,408,263)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (114,303) (152,779)
Purchases of investments (2,421,755) (2,590,110)
------------- -------------
Net cash used in investing
activities (2,536,058) (2,742,889)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Offering costs of private placement - (54,100)
Exercise of stock options and warrants 19,950 199,950
Reduction in restricted funds 4,732,478 -
Payment on notes for acquisitions - (603,444)
Payment on bank loans (96,201) (328,601)
Loan to unconsolidated affiliate (250,000) -
Proceeds from borrowings and issuance
of warrants 2,000,000 207,410
------------- -------------
Net cash provided by (used in)
financing activities 6,406,227 (578,785)
------------- -------------
------------- -------------
EFFECT OF CHANGE IN EXCHANGE RATE ON CASH (522,532) (14,669)
------------- -------------
Net decrease in cash and cash
equivalents (117,465) (6,744,606)
CASH AND CASH EQUIVALENTS, beginning of
the period 13,058,657 13,458,895
------------- -------------
CASH AND CASH EQUIVALENTS, end of the
period $12,941,192 $6,714,289
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE>
ONCOR, INC.
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 1997
(Unaudited)
1. Cash Equivalents and Investments
Cash equivalents and investments consist primarily of funds invested in
money market instruments, commercial paper and U.S. government treasury bills.
Investments with maturities between three months and one year are classified
as short-term investments. Investments in securities with original maturities
of three months or less are considered cash equivalents. Approximately $0.7
million in restricted cash is pledged as collateral for a loan of an officer
and director for an indefinite period of time.
Investments that are classified as available-for-sale securities are
carried at fair market value. Unrealized holding gains and losses are
excluded from earnings and reported as a net amount in a separate component of
shareholders' equity until realized.
2. Intangible Assets
The intangible assets comprise technology acquired, the estimated value
of contractual positions, and the excess of the purchase price of an
acquisition over the fair market value of the tangible assets acquired. The
intangible assets are being amortized on a straight line method over periods
of five to ten years, with a weighted average amortization period of eight
years.
3. Net Loss Per Share
Net loss per share is determined using the weighted-average number of
shares of Common Stock outstanding during the periods presented. The effects
of options and warrants have not been considered since the effects would be
antidilutive.
The Financial Accounting Standards Board has issued Statement No. 128,
Earnings Per Share. Statement 128 requires dual presentation of basic and
diluted earnings per share on the face of the income statement for all periods
presented. Statement 128 is effective for fiscal years ending after December
15, 1997 and requires restatement of prior years' earnings per share. Since
the effect of outstanding options is antidilutive, they have been excluded
from the Company's computation of net loss per share. Accordingly, Statement
128 does not have an impact upon historical net loss per share as reported.
4. Investments in Debt Securities at March 31, 1997
The aggregate fair value of investments in debt securities as of
March 31, 1997 is as follows:<PAGE>
Government securities
$U.S. denominated $1,131,077
Commercial paper 1,892,824
----------
Total $3,023,901
5. Oncor Private Placement
In January 1997, the Company completed a private placement of 6.0%
five-year unsecured
notes convertible into shares of Common Stock of the Company. The Company
received total proceeds of approximately $2.0 million. Issuance costs were
not significant. The notes are immediately convertible at the option of the
holder and will be automatically converted upon maturity. The notes are
convertible at prices which reduce from 100.0% to 80.0% of the market value of
the Common Stock at the time of conversion over a period of 120 days.
6. Accounting for the Issuance of Convertible Debentures
In December 1995, August 1996, December 1996 and January 1997, the
Company issued convertible debentures in private placements in exchange for
cash of $7.0 million, $5.0 million, $8.0 million and $2.0 million,
respectively. In each such issuance, the holders of the debentures had
"beneficial conversion" rights to convert the debentures into common shares of
the Company at established discounts to the quoted trading price of the shares
in a period immediately preceding the dates of conversions.
The value of the fixed discount, ranging from 15%-20% of the respective
issuance's face value of the Company's issuances, has been reflected in the
interest expense in an aggregate amount of $2.2 million and $0.5 million in
1997 and 1996, respectively. Such additional fixed discount has been accreted
for the period from date of issuance through the conversion dates of the
respective issuances.
The unaudited financial position and results of operations for the
unaudited quarter ending March 31, 1996 has been restated to give effect to
the accounting treatment announced in March 1997 by the staff of the
Securities and Exchange Commission (SEC) at a meeting of the Emerging Issues
Task Force relevant to certain of the Company's convertible debentures having
"beneficial conversion" features.
The first quarter of 1996 has been restated as follows:
Originally
Reported As Restated
------------ -------------
Interest and other
expense, net $ (151,695) $ (660,695)
Net loss (6,090,337) (6,599,337)
Net loss per share (0.28) (0.30)
7. Related Party Transactions
During the first quarter of 1997, the Company agreed to increase the
guarantee of a loan for an officer and director from $700,000 to $960,000.<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's results of operations and financial condition. The discussion
should be read in conjunction with the audited consolidated financial
statements of the Company and notes thereto, which were included in the
Company's Annual Report on Form 10-K for fiscal year ended December 31, 1996.
This Form 10-Q contains certain statements of a forward-looking nature
relating to future events or the future financial performance of the Company.
Readers are cautioned that such statements are only predictions and that
actual events or results may differ materially. In evaluating such
statements, readers should specifically consider the various factors
identified in this Report which could cause actual results to differ
materially from those indicated by such forward-looking statements, including
the matters set forth in "Risk Factors."
Results of Operations
Consolidated products sales decreased 18% to $3.2 million in the three
months ended March 31, 1997 compared to $3.9 million in the three months ended
March 31, 1996. The sales decrease was attributable to the discontinuation of
certain product lines and to the 11% change in exchange rates between the
dollar and French franc. After adjusting for the elimination of the sales of
discontinued products, sales of continuing products increased 5%.
Contract and grant revenue decreased 55% to $0.1 million in the three
months ended March 31, 1997 compared to $0.3 million in the three months ended
March 31, 1996, due to the completion of certain research grants. Application
for renewal of the research grants has been made, but there can be no
assurance that such renewals will be granted.
Gross profit as a percentage of product sales increased to 39.8% in the
three months ended March 31, 1997 from 38.5% in the three months ended March
31, 1996. The increase, which was due to the discontinuation of sales of
lower profit product lines, was partially offset by the costs for regulating
the initial stages of the manufacture of a controlled diagnostic product.
Amortization of intangible assets in the three months ended March 31,
1997 and the three months ended March 31, 1996 was due to the amortization of
the portion of the purchase price of Appligene S.A. attributable to the value
of intangible assets acquired, primarily for contracts, completed research
projects, and the excess of the purchase price over the book value of the
assets acquired. The intangible assets are being amortized on a straight line
basis over periods ranging from two to ten years, with a weighted average
period of approximately eight years.
Selling, general and administrative expenses decreased 6% to $3.2
million in the three months ended March 31, 1997 from $3.5 million in the
three months ended March 31, 1996. The beneficial effects of the
discontinuation plan instituted in the second quarter of 1996, change in
exchange rates and the postponement of certain marketing programs accounted
for a decrease of $0.5 million, which decrease was partially offset by (i)
legal and other expenses associated with certain intellectual property issues
and (ii) the continuing development of a sales and marketing staff in Europe.
An anticipated reduction in the aforementioned legal expenses and the
implementation of the aforementioned marketing programs are expected to have
largely offsetting effects on selling, general and administrative expenses
throughout 1997.
Research and development expenses decreased 22% to $1.5 million in the
three months ended March 31, 1997 from $2.0 million in the three months ended
March 31, 1996. This decrease is a result of initial payments made to The
John Hopkins University under collaboration research agreements in the three
months ended March 31, 1996, which payments were not repeated in the three
months ended March 31, 1997, and to the effect of the above mentioned product
discontinuation plan.
Clinical and regulatory expense remained largely unchanged for the three
months ended March 31, 1997 compared to the three months ended March 31, 1996.
This expense is expected to continue at approximately this rate throughout
1997.
Other net non-operating expenses increased by $1.8 million in the three
months ended March 31, 1997 compared to the three months ended March 31, 1996.
This increase resulted primarily from increased interest expense which has
become substantially more significant through the issuance of convertible
debentures in 1995, 1996 and 1997. In the three months ended March 31, 1997,
interest and other expenses included a non-cash charge of $2.2 million
compared to $0.5 million in the three months ended March 31, 1996. This
charge represents the value of the beneficial conversion feature in the
conversion formula associated with certain issuances of the convertible
debenture by the Company. Such charges will continue at a lower rate through
the second quarter of 1997. The net increase in interest and other expenses
was partially offset by a decrease of $0.3 million in the equity in net losses
of affiliates. The Company's proportionate share of net losses attributable
to Codon decreased due to a significant decrease in the Company's ownership
percentage.
As a result of the factors discussed above, net loss increased to $8.0
million ($0.32 per share) in 1997 from $6.6 million ($0.30 per share) in 1996.
Liquidity and Capital Resources
The following table sets forth the most significant elements of the cash
flows of the Company in the first quarter of 1997 (in millions):
Cash and liquid investments at January 1, 1997 $18.9
Net cash loss from operations (3.6)
Proceeds from issuance of debentures 2.0
Effects of foreign exchange rate adjustments,
purchases of equipment and other (0.8)
Cash and liquid investments at March 31, 1997 $16.5
The net cash used in operating activities is the result of the losses of
the Company described in "Results of Operations" above. Approximately $6.3
million of the cash and liquid investments shown in the table set forth above
is limited to fund operations of the Company's European subsidiary.
Purchases of equipment resulted from the on-going replacement of office
and laboratory equipment; the Company expects such purchases to continue at
this rate. Any substantial leasehold improvements which may be required in
manufacturing facilities are expected to be funded by the Company's primary
landlord in accordance with the Company's current lease agreements.
The Company has available for use in operations in North America, where
most of its cash losses occur, (i) approximately $10.2 million dollars at
March 1997 and (ii) an irrevocable commitment from a lending source in the
amount of $3.0 million expiring March 31, 1998. The Company also holds
marketable securities in affiliated companies with a present market value of
approximately $21.6 million dollars, though substantial contractual,
regulatory and market restrictions exist with respect to the rate at which
these investments could be liquidated and significantly fluctuating market
prices make the ultimate future selling prices unpredictable. With respect to
North America, the Company believes that it has sufficient sources of cash to
fund operations through the remainder of 1997 but believes that it will need
to raise funds or liquidate assets shortly thereafter. The Company plans to
raise needed additional financing through private equity placements and
collaborative or other arrangements with corporate partners and others. There
can be no assurance that the Company will be able to obtain additional
financing when needed, if at all, or on terms acceptable to the Company. The
Company currently has no commitments to receive additional financing. Any
additional funding which it may raise in 1997 or 1998 likely will be dilutive
to the interests of the current shareholders. Since December 1995, the
principal source of funds for North American operations has been through the
issuance of convertible debt securities. There are terms in certain of the
agreements underlying these transactions which would make it more difficult to
consummate similar such transactions in the future. There can be no assurance
that the Company could access such funding or other funding sources in the
future on commercially reasonable terms, if at all.
With respect to Europe, the Company believes that its cash position of
approximately $6.3 million is sufficient to fund operations beyond 1997.
Risk Factors
Risk Associated with the HER-2/neu Gene-Based Test System
In November 1995, an FDA advisory panel (the "Panel") made a
recommendation against final approval of the Company's Pre-Market Approval
("PMA") application for the use of its HER-2/neu gene-based test system for
diagnostic purposes. No assurance can be given that the Panel will reconsider
its position or that the FDA will overturn the recommendation of the Panel or
that the Company will obtain FDA approval for its HER-2/neu gene-based test
system. The failure to obtain FDA approval for its HER-2/neu gene-based test
system on a timely basis, or at all, would have a material and adverse effect
on the Company's business, financial condition and results of operations. In
the event that the Company receives FDA approval for its HER-2/neu gene-based
test system, there can be no assurance that the Company will be capable of
manufacturing the test system in commercial quantities at reasonable costs or
marketing the product successfully, that the test system will be accepted by
the medical community, or that the market demand for the test system will be
sufficient to allow profitable sales.
No Assurance of Regulatory Approvals; Government Regulation
The Company is currently pursuing FDA approval of certain existing
products and expects to pursue FDA approval of certain additional products
under development. There can be no assurance that the Company will receive
regulatory approval for any of its products or, even if it does receive
regulatory approval for a particular product, that the Company will ever
recover its costs in connection with obtaining such approval. The timing of
regulatory approvals is not within the control of the Company. The failure of
the Company to receive requisite approval, or significant delays in obtaining
such approval, could have a material and adverse effect on the business,
financial condition and results of operations of the Company. Approval by the
FDA requires lengthy, detailed and costly laboratory procedures, clinical
testing procedures and application preparation and defense efforts to
demonstrate a product's efficacy and safety before a product can be sold for
diagnostic use. Even if such regulatory approval is obtained for a product,
its manufacturer and its manufacturing facilities are subject to continual
review and periodic inspections by the FDA and other regulatory agencies. The
regulatory standards for manufacturing are applied stringently by the FDA.
Discovery of previously unknown problems with a product, manufacturer or
facility may result in restrictions on such product or manufacturer, including
costly recalls or even withdrawal of the product from the market.
Furthermore, approval may entail ongoing requirements for postmarketing
studies. Failure to maintain requisite manufacturing standards or discovery
of previously unknown problems could have a material and adverse effect on the
Company's business, financial condition or results of operations.
Patents and Proprietary Rights
The Company's success will depend in large part on its, or its
licensors', ability to obtain patents, defend its patents, maintain trade
secrets and operate without infringing upon the proprietary rights of others,
both in the United States and in foreign countries. The patent position of
firms relying upon biotechnology is highly uncertain in general and involves
complex legal and factual questions. To date there has emerged no consistent
policy regarding the breadth of claims allowed in biotechnology patents or the
degree of protection afforded under such patents. The Company relies on
certain patents and pending United States and foreign patent applications
relating to various aspects of its products. These patents and patent
applications are either owned by the Company or rights under them are licensed
to the Company. There can be no assurance that patents will issue as a result
of any such pending applications or that, if issued, such patents will be
sufficiently broad to afford protection against competitors with similar
technology. In addition, there can be no assurance that any patents issued to
the Company, or for which the Company has license rights, will not be
challenged, invalidated or circumvented, or that the rights granted thereunder
will provide competitive advantages to the Company. The commercial success of
the Company will also depend upon avoiding the infringement of patents issued
to competitors and upon maintaining the technology licenses upon which certain
of the Company's current products are, or any future products under
development might be, based. Litigation, which could result in substantial
cost to the Company, may be necessary to enforce the Company's patent and
license rights or to determine the scope and validity of others' proprietary
rights. If competitors of the Company prepare and file patent applications in
the United States that claim technology also claimed by the Company, the
Company may have to participate in interference proceedings declared by the
United States Patent and Trademark Office ("PTO") to determine the priority of
invention, which could result in substantial cost to the Company, even if the
outcome is favorable to the Company. An adverse outcome could subject the
Company to significant liabilities to third parties and require the Company to
license disputed rights from third parties or cease using the technology. A
United States patent application is maintained under conditions of
confidentiality while the application is pending in the PTO, so that the
Company cannot determine the inventions being claimed in pending patent
applications filed by its competitors in the PTO. Further, United States
<PAGE>
patents do not provide any remedies for infringement that occurred before the
patent is granted.
The University of California and its licensee, Vysis, Inc. ("Vysis"),
filed suit against Oncor on September 5, 1995 for infringement of U.S. Patent
No. 5,447,841 entitled Methods and Compositions for Chromosome Specific
Staining which issued on that same date. The patent relates to a method of
performing in situ hybridization using a blocking nucleic acid that is
complementary to repetitive sequences. The Company has requested summary
judgment of invalidity, non-infringement and unenforceability of the patent
claims in suit. The University and Vysis have requested a summary judgment of
infringement and validity. In January 1997, a summary judgment hearing was
held but as of May 7, 1997, there had been no decision on the motions. A
failure to successfully defend against or settle this suit may result in
damages being assessed against the Company and an injunction against the sale
of some of the Company's probes and genetic test kits.
The Company has licensed rights to inventions disclosed in United States
and foreign patent applications relating to methods and probes for detecting
the presence of the Fragile X syndrome. The Company believes that its
licensors are original inventors and are entitled to patent protection in the
United States, but the Company is aware that certain third parties also have
filed patent applications in the United States and abroad and claim to be
entitled to patents related to this technology. The Company has initiated an
interference proceeding with these third parties in the PTO to resolve which
party is entitled to a United States patent, if any. The application licensed
by the Company is senior in the interference. The Company has settled the
interference with respect to one of the parties, and has reached a settlement
agreement in principle with the other party. An unfavorable decision in such
a proceeding could have an adverse effect on the Company.
The Company currently has certain licenses from third parties and in the
future may require additional licenses from other parties to develop,
manufacture and market commercially viable products effectively. There can be
no assurance that such licenses will be obtainable on commercially reasonable
terms, if at all, that the patents underlying such licenses will be valid and
enforceable or that the proprietary nature of the patented technology
underlying such licenses will remain proprietary.
The Company relies substantially on certain technologies that are not
patentable or proprietary and are therefore available to the Company's
competitors. The Company also relies on certain proprietary trade secrets and
know-how that are not patentable. Although the Company has taken steps to
protect its unpatented trade secrets and know-how, in part through the use of
confidentiality agreements with its employees, consultants and certain of its
contractors, there can be no assurance that these agreements will not be
breached, that the Company would have adequate remedies for any breach, or
that the Company's trade secrets will not otherwise become known or be
independently developed or discovered by competitors.
Uncertainties Relating to Product Development
Most of the Company's products have not been approved by the FDA and may
be sold only for research purposes. The Company has undertaken to seek FDA
approval for certain of these products, and may in the future undertake to
seek such approval for other products, and substantial additional investment,
laboratory development, clinical testing and FDA approval will be required
prior to the commercialization of such products for diagnostic purposes.
There can be no assurance that the Company will be successful in developing
such existing or future products, that such products will prove to be
efficacious in clinical trials, that required regulatory approvals can be
obtained for such products, that such products, if developed and approved,
will be capable of being manufactured in commercial quantities at reasonable
costs, will be marketed successfully or will be accepted by the medical
diagnostic community, or that market demand for such products will be
sufficient to allow profitable operations.
International Sales and Foreign Exchange Risk
The Company derived approximately $8.7 million or 57% of its total
product revenues, from customers outside of the United States for the year
ended December 31, 1996. The Company anticipates that a significant amount of
its sales will take place in European countries and likely will be denominated
in currencies other than the U.S. dollar. These sales may be adversely
affected by changing economic conditions in foreign countries and by
fluctuations in currency exchange rates. Any significant decline in the
applicable rates of exchange could have a material adverse effect on the
Company's business, financial condition and results of operations. Additional
risks inherent in the Company's international business activities generally
include unexpected changes in regulatory requirements, tariffs and other trade
barriers, lack of acceptance of products in foreign markets, longer accounts
receivable payment cycles, difficulties in managing international operations,
potentially adverse tax consequences, restrictions on repatriation of earnings
and the burdens of complying with a wide variety of foreign laws. There can
be no assurance that such factors will not have a material adverse effect on
the Company's future international revenues and, consequently, on the
Company's business, financial condition and results of operations.
Competition and Technological Change
The diagnostic and biotechnology industries are subject to intense
competition and rapid and significant technological change. Competitors of
the Company in the United States and in foreign countries are numerous and
include, among others, diagnostic, health care, pharmaceutical, biotechnology
and chemical companies, academic institutions, government agencies and other
public and private research organizations. Many of these competitors have
substantially greater financial and technical resources and production and
marketing capabilities than the Company. There can be no assurance that these
competitors will not succeed in developing technologies and products that are
more effective, easier to use or less expensive than those that have been or
are being developed by the Company or that would render the Company's
technology and products obsolete and noncompetitive. The Company also
competes with various companies in acquiring technology from academic
institutions, government agencies and research organizations. In addition,
many of the Company's competitors have significantly greater experience than
the Company in conducting clinical trials of new diagnostic products and in
obtaining FDA and other regulatory approvals of products for use in health
care. Accordingly, the Company's competitors may succeed in obtaining
regulatory approval for products more rapidly than the Company.
Investment in OncorMed and Codon
The Company owns approximately 26% of the common stock of its
publicly-traded affiliate, OncorMed, and 42% of the voting securities of its
affiliate, Codon. The shares of common stock of both OncorMed and Codon held
by the Company are not currently freely tradeable and no public market exists
for the Common Stock of Codon. Therefore, there can be no assurance that the
Company will be able to realize the economic benefit of its investment or
predict the timing of such realization. The value of the Company's investment
in OncorMed represents a significant portion of the total assets of the
Company and such value fluctuates with the market price of OncorMed's common
stock. Therefore, any event that has a material and adverse effect on the
market price of the common stock of OncorMed will have a material and adverse
effect on the value of the Company's investment in OncorMed. Although Stephen
Turner, the Company's Chief Executive Officer, is a Director of OncorMed and
the Company is a significant stockholder in OncorMed, the Company does not
control the day-to-day operations and management of OncorMed and, therefore,
has little direct control over its operations and financial results. Codon
will require additional financing in the future. The Company does not
currently intend to provide a significant portion of such financing although
the Company may provide additional financing in the future. The failure of
Codon to obtain any required financing on acceptable terms could have a
material and adverse effect on the value of the Company's investment in Codon.
Other Factors
Other factors that may affect the Company's business, financial
condition and results of operations, include the Company's limited
manufacturing, marketing and distribution experience, the level and
availability of government funding, the Company's ability to attract and
retain key personnel, potential health care reform measures and the
availability of third-party reimbursement, potential product liability claims,
and environmental risks.<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
a. The following exhibits are filed as part of this report on Form 10-Q.
27. Financial Data Schedule.
28. Leases.
b. Reports on Form 8-K.
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
ONCOR, INC.
(Registrant)
Date: May 13, 1997
Stephen Turner, Chairman and Chief
Executive Officer
Date: May 13, 1997 Cecil Kost, President and Chief
Operating Officer
Date: May 13, 1997 John L. Coker, Vice President
of Finance and Administration,
Chief Financial Officer
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
ONCOR, INC.
(Registrant)
Date: May 13, 1997 /s/ Stephen Turner
Stephen Turner, Chairman and Chief
Executive Officer
Date: May 13, 1997 /s/ Cecil Kost
Cecil Kost, President and Chief
Operating Officer
Date: May 13, 1997 /s/ John L. Coker
John L. Coker, Vice President
of Finance and Administration,
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 12941195
<SECURITIES> 0
<RECEIVABLES> 2468145
<ALLOWANCES> (417709)
<INVENTORY> 4034635
<CURRENT-ASSETS> 24140672
<PP&E> 10818160
<DEPRECIATION> (6082621)
<TOTAL-ASSETS> 38239939
<CURRENT-LIABILITIES> 4530852
<BONDS> 0
0
0
<COMMON> 251123
<OTHER-SE> 19066050
<TOTAL-LIABILITY-AND-EQUITY> 38239939
<SALES> 3204386
<TOTAL-REVENUES> 3327136
<CGS> 1930049
<TOTAL-COSTS> 7474964
<OTHER-EXPENSES> (3855952)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2756187
<INCOME-PRETAX> (8003780)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8003780)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8003780)
<EPS-PRIMARY> (0.32)
<EPS-DILUTED> (0.32)
</TABLE>
FIRST AMENDMENT TO THE LEASE BETWEEN
SAUL HOLDINGS LIMITED PARTNERSHIP
AND ONCOR, INC.
200 PERRY PARKWAY
This FIRST AMENDMENT TO LEASE is made and entered into this 4th day of
November 1996 by and between SAUL HOLDINGS LIMITED PARTNERSHIP (hereinafter
referred to as "Landlord"), and ONCOR, INC. a Maryland Corporation (hereinafter
referred to as "Tenant").
WHEREAS, Landlord and Oncor, Inc. have entered into that certain Lease
dated December 2, 1994 (the "Lease") for approximately 19,581 square feet in 200
Perry Parkway, Avenel Business Park, Gaithersburg, Maryland 20877; and
WHEREAS, the parties hereto desire to enter into this First Amendment
to Lease for the purposes hereinafter set out.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Article 2 of the Lease captioned "Term" is hereby modified to extend
the term of the Lease for sixty eight (68) months, commencing on July
1, 1998 and expiring on March 31, 2004.
2. (a) Article 3 of the Lease captioned "Rent" is hereby modified as of
February 1, 1997 to change the annual Initial Base Rent payable under
the Lease from and after the February 1, 1997 to Two Hundred
Forty-Four Thousand Seven Hundred Sixty-Two and 50/100 Dollars
($244,762.50) payable in equal monthly installments of Twenty Thousand
Three Hundred Ninety-Six and 88/100 Dollars ($20,396.88).
(b) Commencing on February 1, 1998 and on the first day of every Lease
Year (as hereinafter defined) thereafter during the term hereof, the
Initial Base Rent (without deduction for rent abatement, if any) shall
be increased to an amount equal to one hundred three percent (103%) of
the amount of the Initial Base Rent which was in effect during the
Lease Year immediately preceding the Lease Year for which the
adjustment is being made, payable by Tenant in equal monthly
installments in accordance with Article 3 of the Lease.
(c) For the purpose of calculating the adjustment to the Initial Base
Rent under this First Amendment to Lease, the "Lease Year" shall be
defined to mean a period of twelve (12) calendar months and the first
Lease Year shall commence on February 1, 1997 and each succeeding Lease
Year shall commence on the anniversary date of the beginning of the
first Lease Year.
3. Article 5 of the Lease captioned "Annual Operating Costs" is hereby
Modified to change the Tenant's estimated monthly payment of Annual
Operating Costs to $6,053.79 per month.
4. Special Stipulation 47 of the Lease is hereby deleted in its entirety
effective February 1, 1997. Special Stipulation 52 is hereby deleted in
its entirety.
5. Landlord will provide Tenant with a construction allowance
("Construction Allowance") equal to the lesser of (a) the actual amount
expended by Tenant in remodeling and renovating the Demised Premises or
(b) $127,276.50 as an allowance toward construction of Tenant
Improvements in the Demised Premises. Upon request to the Landlord, the
Tenant Improvements performed in space leased by the Tenant at 205,207
and 209 Perry Parkway in Avenel Business Park shall qualify for the
Construction Allowance. The Construction Allowance shall be payable
after February 1, 1998 within thirty (30) days after request of Tenant
and completion of all of the requirements specified below. Tenant
Improvements shall include architectural/engineering fees, permit and
inspection fees, and construction costs for alterations to or
additional improvements of the partitions, doors, ceilings, finishes,
mechanical equipment, electrical system, sprinkler system or other such
permanent
<PAGE>
improvements to the Demised Premises. Prior to commencement of Tenant
Improvements, Tenant shall submit plans and specifications for the
Tenant Improvements for the Landlord's review and approval, in
accordance with Articles 8 and 9 of the Lease. The Tenant Improvements
shall be performed in accordance with the following requirements:
A. The Tenant shall provide lien waivers and copies of paid invoices
from all contractors, subcontractors and suppliers of materials for all
Tenant Improvements. Such invoices shall total or exceed the amount the
Construction Allowance requested.
B. Tenant shall provide its own contractors to perform all of the
Tenant Improvements except that Tenant shall utilize the Landlord's
roofing contractor for all roofing work or work involving penetrations
of the roof membranae.
C. The contractors, subcontractors or laborers employed in connection
with such work shall comply with any applicable law and reasonable
uniform work rules and regulations established by Landlord from time to
time for all tenant improvements.
D. Tenant, or its contractors and their subcontractors, shall provide
such insurance, bonding, or indemnification as Landlord may reasonably
require for its protection from negligence or malfeasance on the part
of such contractors and subcontractors.
E. In Landlord's reasonable judgement such work of the contractor or
subcontractors will not result in delays, stoppages or other action or
the threat thereof which may interfere with or delay the completion of
other work in the Building.
F. Landlord shall have the fight to inspect the Tenant's work on a
regular basis.
G. Tenant shall be responsible for obtaining any permits, certificates,
or approvals from any state, federal or local government necessary to
enable Tenant to occupy the Demised Premiss and construct the Tenant
Improvements. All costs incurred in connection with obtaining such
permits, certificates, or approvals shall be the sole responsibility of
Tenant.
H. As provided for in section 9 of the Lease, Tenant shall save
Landlord harmless from and against all expenses, liens, claims or
damages to either property or person which may or might arises by
reason of making the Tenant Improvements.
I. If after complying with the terms of this Paragraph 5, the
Construction Allowance is not paid in accordance with the terms of this
Paragraph 5, then Tenant shall be entitled, notwithstanding anything in
the Lease to the contrary to offset the rent by an amount equal to the
Construction Allowance.
6. A. Prior to February 1, 1997, and within ninety (90) days after the
expiration or earlier termination of the Lease, Landlord may engage its
environmental consultant, Environmental Management Group or another
environmental consultant satisfactory to Landlord to perform a Phase I
environmental assessment of the Demised Premises and any surrounding
areas of the Property designated by Landlord or the Environmental
Consultant. The cost of the above described Phase I assessments shall
be paid by Landlord unless the assessment indicates that Tenant is not
in substantial compliance with the applicable statues, ordinances, and
regulations governing Tenant's use, storage, and disposal of chemicals
and hazardous materials in which event Tenant shall reimburse Landlord
as additional rent for the cost of the assessment. Tenant shall defend,
indemnify, and hold Landlord and Landlord's agents, officers,
directors, employees, and contractors harmless against and from any and
all injuries, costs, expenses, liabilities, losses, damages,
injunctions, suits, actions, fines, penalties, and demands of any kind
or nature (including reasonable attorney fees) occasioned by or arising
out of or relating to any environmental pollution, damage, condition or
problem, including without limitation, the presence of any hazardous
substances, asbestos or other toxic waste as defined in any federal,
state, or municipal governmental or quasi-governmental laws, rules,
regulations, or ordinances in effect on the Lease Date that are
existing in the Demised Premises and caused by the acts, omissions or
negligence of Tenant, its agents, or employees and not caused by
Landlord's acts or omissions.
<PAGE>
B. Landlord shall have the right, at its sole cost and not as an
operating expense, on one (1) occasion during each Lease Year to have
Landlord's environmental consultant inspect the Tenant's records and
procedures regarding the Tenant's storage, use, and disposal of
chemicals and hazardous materials within the Demised Premises. In the
event that the Landlord's environmental consultant finds that the
Tenant is not in substantial compliance with any applicable law,
regulation, or codes regarding the storage, use, or disposal of
chemicals or hazardous materials, such non compliance shall constitute
a non-monetary default under Article 16 of the Lease.
D. Tenant shall have the right to construct an exterior structure
(Outdoor Storage Structure) in a location and of a size and material
reasonably approved by Landlord within which Tenant will store
chemicals and materials which are subject to this Paragraph 6. The
Construction Allowance may be used for this purpose. The Outdoor
Storage Structure shall be deemed to be a part of the Demised Premises
for purposes of Articles 8, 9, 12, 13, 17, 18, 20, 21, and 23 of this
Lease and Tenant shall include the Outdoor Storage Structure within the
coverage of all insurance policies required to be maintained by Tenant
under this Lease.
7. Tenant shall have the option to renew the term of the Lease for one (l)
additional period of five (5) years (the "Option Term") following the
expiration of the initial lease term provided for in paragraph 1 of
this First Amendment, provided that the Lease is in full force and
effect, the Tenant shall be in possession and occupying the Demised
Premises, and Tenant shall not be in default in the performance or
observance of any of the terms, conditions, provisions and/or covenants
of the Lease. All such rights of a renewal shall be exercised by
delivery to Landlord of written notice of Tenant's intention to renew
the term at least nine (9) months but not more than fifteen (15) months
prior to the expiration of the then applicable term of the lease. The
Option Term shall be on the same terms, covenants and conditions as the
original lease except Initial Base Rent for the Option Term shall be
100% of the then Prevailing Market Rent of comparable space within the
Gaithersburg market area, including current operating costs and
concessions, which rent shall be established as follows:
(a) Within fifteen (15) business days after receipt of Tenant's notice
exercising its option to extend the term of this Lease, Landlord shall
notify Tenant of Landlord's estimate of Prevailing Market Rent. If
Tenant disagrees with Landlord's estimate of Prevailing Market Rent,
Tenant shall notify Landlord that it has elected to submit the
determination of Prevailing Market Rent to Arbitration, in which event
the provisions of subparagraph (b) of this Article shall govern the
selection of arbitrators and the establishment of the Prevailing Market
Rent payable for the year of the then applicable Option Term; provided,
however, that if Tenant does not elect to submit the determination of
Prevailing Market Rent to Arbitration during such fifteen (15) day
period, then the Landlord's estimate of Prevailing Market Rent shall be
deemed to be agreed to by Tenant, and shall be the Initial Base Rent
payable by Tenant to Landlord during the first year of the then
applicable Option Term.
(b) (i) Definition: As used herein, the term "Prevailing Market Rent"
means the most probable rent (as determined pursuant to the appraisal
procedure hereinafter set forth) at which the Demised Premises (and any
Additional Premises) would be leased in a comparable and open
market, under all conditions requisite to a fair Lease, the Landlord
and Tenant each acting prudently, knowledgeable, and assuming the rent
is not affected by undue stimulus. Implicit in this definition is the
consummation of the Lease beginning on the commencement date of the
Option Term under conditions whereby:
1. Landlord and Tenant are typically motivated (i.e., neither party is
compelled to enter into a lease and both parties are willing to enter
into a lease).
2. Both parties are well informed or well advised, and each acting in
what it considers its own best interest.
3. A reasonable time is allowed for exposure in the open market.
4. The Prevailing Market Rent shall be computed as an amount equal to
the then prevailing market rental rate of the Demised Premises, as if
vacant with building standard
<PAGE>
improvements, and taking into account the annual adjustments of Initial
Base Rent, Tenant's obligation to pay Tenant's pro-rata share of Annual
Operating Expenses and all existing market factors.
5. All of the terms, covenants and conditions of the Lease (except
terms respecting the amount of Initial Base Rent) remain in effect
throughout the applicable Option Term.
(ii) In the event of a dispute as to determination of Prevailing Market
Rent referred to in this Article, or a dispute of any of the provisions
of this Lease, such dispute shall be in accordance with the following:
(a) If Landlord and Tenant fail to agree upon the Prevailing Market
Rent as referred to in this Article, within the time periods provided
for herein, then Landlord and Tenant each shall give notice to the
other setting both the name and address of a licensed real estate
broker or appraiser (hereinafter "appraiser") who shall be a M.A.I.
Real Estate professional with substantial experience in commercial real
estate appraisal designated by it to make the determinations hereafter
required. Each appraiser shall be instructed to calculate the
Prevailing Market Rent as provided in each of the foregoing sections
which is the subject of the dispute and is in accordance with the
criteria referenced therein. If either party shall fail to give notice
of such designations within ten (10) days after failing to agree
between themselves, then the appraisal made by the appraiser so
designated shall be the Appraisal Prevailing Market Rent. If two
appraisers have been designated, such two appraisers shall consult with
each other and, within thirty (30) days thereafter, issue their
determinations of Appraisal Prevailing Market Rent in writing, and give
notice thereof to each other and to Landlord and Tenant. If such two
appraisers shall concur as to the determination of the prevailing
Market Rent and submit their decision in writing to Landlord and
Tenant, such concurrence shall be final and binding upon Landlord and
Tenant. If the two determinations of Prevailing Market Rent shall be
within five percent (5%) (measured from the higher appraisal) of each
other, the Prevailing Market Rent shall be deemed to be the average of
the two appraisers' determinations. If such two appraisers'
determinations shall not so concur or coincide, then such two
appraisers shall immediately (i) designate a third appraiser, (ii)
prepare detailed written appraisals, and (iii) submit copies of such
appraisal to Landlord, Tenant and such third arbitrator. If the two
appraisers shall fail to agree upon the designation of such third
appraiser within eight (8) days of the date on which the last
determination was rendered, then either party may apply to the American
Arbitration Association or any successor thereto having jurisdiction,
for the designation of such appraiser. All arbitrators shall be
licensed real estate appraisers who shall have had at least fifteen
(15) years continuous experience in the business of appraising or real
estate in the Montgomery County area. The third appraiser shall conduct
such hearings and investigations as he may deem appropriate and shall,
within twenty (20) days after the date of designation of the third
appraiser, choose the determination of the two appraisers originally
selected by the parties which is the nearest to the determination such
third appraiser would have made acting alone and applying the standards
set forth therefor in this Lease, and that choice by the third
appraiser shall be binding upon Landlord and Tenant. Each party shall
pay its own counsel fees and expenses, if any, in connection with any
arbitration under this Article, including the expenses and fees of any
appraiser selected by it in accordance with the provisions of this
Article, and the parties shall share equally all other expenses and
fees of any such arbitration, including the expenses of the third
appraiser. The determination rendered in accordance with the provisions
of this Article shall be final and binding in fixing the Prevailing
Market Rent. Notwithstanding the foregoing, in no event shall the Basic
Rent for the First Lease Year of the Option Term be less than the then
Initial Base Rent of the last Lease Year of the initial lease term of
this First Amendment escalated by three percent.
8. Landlord will use reasonable efforts to obtain a non-disturbance
agreement for Tenant's benefit from the holder of the mortgage lien on
the Property (the "Lender"). The non-disturbance agreement shall be on
the Lender's approved form, and Tenant shall pay to Landlord, as
additional rent, all fees, costs and expenses charged to Landlord by
the Lender in connection with the Lender's review of this Lease
including, without limitation, the Lender's legal fees. This Lease
shall not be subordinate to any future mortgage, deed of trust
<PAGE>
or other lien on the Property unless the party secured by any such
instrument enters into a non-disturbance agreement with Tenant on a
form acceptable to such future Lender.
9. Except as modified hereby, the Lease shall remain in full force and
effect in accordance with its terms, and is hereby ratified, confirmed
and approved in all respects.
WITNESS the following signatures and seals.
ATTEST: LANDLORD:SAUL HOLDINGS LIMITED PARTNERSHIP
By: SAUL CENTERS, INC., ITS GENERAL PARTNER
[SIG] By:/s/ PHILIP D. CARACI
- --------------------------- ------------------------------------
(SEAL) Secretary Philip D. Caraci, President
ATTEST: TENANT: ONCOR, INC.
[SIG] By:
- --------------------------- ------------------------------------
(SEAL) Secretary
<PAGE>
EXHIBIT A
RG 0101 AMPICILLIN
RG 0102 AMMONIUM ACETATE
RG 0103 ACETIC ACID
RG 0104 AGAROSE SEAKEM LE
RG 0105 ANTIFOAM A DCA ANTIFOAM
RG 0106 AMMONIUM PERSULFATE
RG 0107 ACRYLAMIDE
RG 0108 3AMINOPROPYLTRIEIHOXY-
SILANE
RG 0109 ACETIC ANHYDRIDE
RG 0110 AGAROSE NUSIEVE
RG 0111 ALKALINE PHOPHATASE
RG 0112 AMMONIUM CHLORIDE
RG 0113 AMMONIUM SULFATE
RG 0114 AGAROSE HISPANAGAR
RG 0116 AGAR STRIPS-TOTAL COUNT
(GK-4)
RG 0120 ANTIBODY MOUSE IgG ANTI-
DIGOXYGENIN
RG 0125 ANTI-DIGOXIGENIN
PEROXYDASE 150u/ml
RG 0130 ALUMINUM SUL. HYDRATED
RG 0135 ANTIBODY-FITC ANTIDIG
RG 0136 ANTIBODY FITC ANTIPHOX
RG 0140 ANTIBODY-FITC ANTI
RABBIT
RG 0145 ANTIBODY TEXAS RED ANTI-
AVIDIN
RG 0150 ANTIBODY-RABBIT ANTI-
SHEEP
RG 0155 ANTIBODY-RHODAMINE ANTI-
RABBIT
RG 0160 ALCONOX DETERGENT
RG 0200 BACTO-AGAR
RG 0201 TRYPTONE(BACTO)
RG 0202 YEAST EXTRACT (BACTO)
RG 0203 B-MERCAPTOETHANOL
RG 0204 BROMOPHENOL BLUE
RG 0205 BORIC ACID GRANULAR
RG 0206 BISACRYLAMIDE
RG 0207 5BROMO4CHLORO3INDOLYLP-
HOSPHATE
RG 0208 BCR-PROBE
RG 0209 BENZAMIDINE
RG 0220 BLUE BUFFER SOLUTION
RG 0300 CASEIN,VITAMIN FREE
RG 0301 CHLOROFORM
RG 0302 CALCIUM CHLORIDE
RG 0303 CARNATION NONFAT DRY MILK
RG 0304 CASEIN FROM BOVINE MILK
RG 0305 CASEIN HAMMERSTEIN
RG 0306 INACTIVE
RG 0307 CADAVERIN
RG 0308 CHAPS
RG 0309 HUMAN COZ-1 DNA
RG 0311 MDA-MB468 CELL PELLET
RG 0315 CENTRICON MINI CONTRACT
RG 0400 DAB STOCK SOLUTION
RG 0401 DAPI
RG 0402 DEXTRAN SULFATE
RG 0403 DITHIOTHREITOL (DTT)
RG 0404 NUCLEOTIDE-dCTPALPHA 32p
RG 0405 NUCLEOTIDE-dATP
RG 0406 NUCLEOTIDE-dTTP
<PAGE>
RG 0407 NUCLEOTIDE-dGTP
RG 0408 ENZYME-DNAse I
RG 0409 ENZYME-DNA POLYMERASE I
(10 U/ul)
RG 0410 DISUCCINIMIDYL SUBERATE
(DSS)
RG 0411 DIETHNYLPYROCARBONATE
RG 0412 DIMETHYLFORMAMIDE(DMF)
RG 0413 NUCLEOTIDE-dCTP
RG 0414 NUCLEOTIDE-dUTP BIOTIN
RG 0415 OBEA BIO-14-DCTP
RG 0417 NUCLEOTIDE-dUTP DIG
RG 0418 DIGOXIGENIN-14-dCTP
NUCLEOTIDE
RG 0419 DIGOXIGENIN-11-UTP
RG 0420 NUCLEOTIDE-dNTP SET
RG 0421 DEIONIZED WATER
RG 0422 NUCLEOTIDE:BODIPY-TR-
dCTP
RG 0425 2,4-DINITROBENZENESULFON
IC ACID, SODIUM SALT
RG 0426 DIETHUNOLAMINE
RG 0501 EDTA
RG 0502 ETHANOL
RG 0503 ETHIDIUM BROMIDE
RG 0504 ETHER
RG 0505 E.coli tRNA
RG 0506 EGTA
RG 0520 EOSIN Y
RG 0601 FORMAMIDE
RG 0602 FICOLL
RG 0603 FITC AVIDIN
RG 0604 FORMALDEHYDE
RG 0605 FORMALIN SOLUTION
NEUTRAL BUFFERED
RG 0701 GLYCEROL
RG 0702 GLUCOSE
RG 0703 GLYCINE
RG 0704 GIEMSA STAIN
RG 0705 GLACINE
RG 0706 ANTIBODY-GOAT ANTI-
AVIDIN
RG 0707 GOAT SERUM
RG 0708 GUANIDINE THIOCYANATE
RG 0800 HB101 COMPETENT CELLS
RG 0801 HYDROCHLORIC ACID
RG 0802 HEMATALL
RG 0803 HYDROXYAPATITE
RG 0804 HEPES
RG 0805 HIPURE GELATIN
RG 0806 HEMTOXYLIN
RG 0810 HORSERADISH PEROXIDE
COMPLEX
RG 0820 HYDROGEN PEROXIDE
RG 0901 ISOAMYL ALCOHOL
RG 0905 ISOPROPYL ALCOHOL
RG 1102 KODAK FIXER LIQUID
RG 1103 KODAK DEKTOL DEVELOPER
RG 1210 LYSOZYME
RG 1215 STABILZYME
RG 1220 LB/AMPICILLIN PLATES
RG 1230 LIQUINOX
RG 1235 LpH GERMICIDAL DETERGENT
<PAGE>
RG 1236 LITHIUM CHLORIDE
RG 1300 MAGNESIUM ACETATE
RG 1301 MAGNESIUM CHLORIDE
HEXAHYDRATE
RG 1302 INACTIVE
RG 1303 METHANOL
RG 1304 MINERAL OIL
RG 1305 1.OM MgCl
RG 1310 MOPS SODIUM SALT
RG 1315 MOUNTING MEDIA
RG 1320 ENZYME-MSP I(100U/ul)
RG 1402 NACS 20
RG 1403 NACS 37
RG 1404 NITRO BLUE TETRAZOLIUM
RG 1405 NONIDET P-40
RG 1420 NHS LC BIOTIN
RG 1480 NUCLEAR FAST RED
RG 1501 NUCLEOTIDE OLIGODEOY-
NUCLEOTIDE MIXTURE
RG 1502 TS OLIGONUCLEOTIDE
RG 1503 ACX OLIGONUCLEOTIDE
RG 1504 UZ OLIGONUCLEOTIDE
RG 1505 TSUZ OLIGONUCLEOTIDE
RG 1506 TSR8 OLICG1ONUCLEOTIDE
RG 1601 POTASSIUM PHOSPHATE
DIBASIC
RG 1602 POTASSIUM PHOSPHATE
MONOBASIC
RG 1603 POTASSIUM ACETATE
RG 1604 POTASSIUM CHLORIDE
RG 1605 POLYVINYL PYROLLIDINE
RG 1606 POTASSIUM HYDROXIDE
RG 1607 PEG 8000
RG 1608 PHENOL (LIQUID)
RG 1609 P-PHENYLENE DIAMINE DI-
HYDROCHLORIDE
RG 1610 PARAFORMALDEHYDE
RG 1611 PEPTONE WATER
RG 1612 PERMOUNT
RG 1613 PROTEASE SUBSTRATE GEL
TABLET
RG 1615 PROPIDIUM IODIDE
RG 1616 PROPYLPARASEPT
RG 1617 PHENOL CRYSTALS
RG 1618 PHENOL, CHLORROFORM
ISOAMYL ALCOHOL
RG 1619 P11 FIBROUS CATION EX-
CHANGER
RG 1620 POLYETHYLENE GLYCOL
RG 1640 PNPP TABLETS
RG 1801 RABBIT SERUM NORMAL
RG 1805 RHODAMINE ANTI DIG
RG 1823 RED BUFFER SOLUTION pH4
RG 1829 REX-70 200-400 MESH
SODIUM/BIO
RG 1843 RODAC PLT-TSA AGAR
LECITHI & P80
RG 1901 SODIUM CHLORIDE
RG 1902 SODIUM HYDROXIDE PELLETS
RG 1903 SODIUM DODECYL SULFATE
RG 1904 SODIUM PHOSPHATE
DIABASIC-ANHYDROUS
RG 1906 SODIUM CITRATE
RG 1907 SODIUM ACETATE
RG 1908 SARCOSYL(N-LAUROYLSAR-
COSINE)
RG 1909 SPERMIDINE
<PAGE>
RG 1910 SEPHADEX G-50
RG 1911 SALMON SPERM DNA
RG 1912 SEPHADEX G-25
RG 1913 SODIUM PHOSPHATE-
DIBASIC
RG 1914 SODIUM PHOSPHATE MONO-
BASIC-MONOHYDRATE
RG 1915 SODIUM AZIDE
RG 1916 SODIUM BICARBONATE
RG 1917 SODIUM CARBONATE
RG 1918 SODIUM DIATRIZOATE
RG 1919 SODIUM PHOSPHATE BUFFER
POWDER
RG 1920 STERILE WATER
RG 1921 STREPTAVIDIN STOCK
RG 1922 SUCROSE
RG 1923 SODIUM BISULFITE
RG 1930 STAIN BUFFER PELLET
RG 1940 SEPHAROSE CL-4B
RG 2001 TRIS BASE
RG 2003 TRIS HYDROCHLORIDE
RG 2004 TRITON X-100
RG 2005 TEMED
RG 2006 TRIETHANOLAMINE
RG 2007 TRIS ACETATE
RG 2008 INACTIVE
RG 2009 INACTIVE
RG 2010 TWEEN 20
RG 2011 tris-cl (ph8.3)
RG 2012 TRIS-CL (PH7.6)
RG 2030 THYMOL
RG 2040 ENZYME Taq 1 POLYMEARSE
5U/ul
RG 2101 UREA
RG 2205 VESPHENE/1 STROKE GERMIC
DETER
RG 2250 WRIGHT STAIN
RG 2401 XYLENE CYANOL
RG 2505 YELLOW BUFFER SOLUTION
pH7
RG 2610 ZINC CLORIDE
RG 2702 BLEACH
RG 2703 DIALYSIS MEMBRANE-3/4 IN
RG 2704 CONDUCT CAL SOLUTION
1000umhos/cm
RG 2705 CONDUCT CAL SOLUTION
10000umhos/cm
RG 2706 CONDUCT CAL SOLUTION
100000umhos/cm
RG 2707 PONCEAU SS
RG 2708 PONCEAU S
RG 2709 ACID FUCHSIN
RG 2711 COOMAISE BRILLIANT BLUE
R250
RG 2712 METHYL GREEN
RG 2713 METHYL VIOLET 2B
RG 2714 METHYL BLUE
RG 2715 ORANGE G
RG 2716 METHYL ORANGE
RG 2717 NAPHTHOL BLUE BLACK
RG 2718 NILE BLUE A
RG 2719 MOLT 4 CELLS
RG 2720 SB CELLS
RG 2721 PLACENTA FEMALE
(SHADY GROVE)
RG 2722 PLACENTA MALE
(SHADY GROVE)
<PAGE>
RG 2724 COBALT CHLORIDE HEXA-
HYDRATE
RG 2725 CACODYLIC ACID
RG 2726 ENZYME-DEOXYNUCLEOTIDE
TERM. TRANSFERASE 25u/ul
RG 2727 KANAMYCIN MONOSULFATE
RG 2728 CARBOXYMETHLATED BSA
RG 2729 ANTIBODY-PCNA
RG 2730 ANTIBODY NM23
RG 2731 S35 dUTP
RG 2732 ANTI-DIGOXIGENIN
ALK-PHOSPHATASE
RG 2734 L-GLUTAMINE
RG 2735 RPMI-1640 MEDIUM WITH
HEPES
RG 2736 PHYTOHAEMAGGLUTININ
RG 2737 DEIONIZED DISTILLED
WATER
RG 2738 PENICILLIN-STREPTOMYCIN
SOLUTION
RG 2739 COLCEMID (KAYROMAX)
RG 2740 FETAL BOVINE SERUM
RG 2741 ACETONE
RG 2742 XYLENES
RG 2743 BIOTINYLATED ANTI-SHEEP
Ab
RG 2744 THIMERSOL
RG 2745 HRP ANTI-DIGOXYGENIN
RG 2746 HER-2/NEU ANTIBODY
RG 2750 ACETIC ACID, GLACIAL
RG 2751 AMMONIUM HYDROXIDE SON
RG 2752 AMMONIUM OXALATE
RG 2753 BARIUM CHLORIDE
DIHYDRATE
RG 2754 CALCIUM HYDROXIDE
RG 2755 HYDROGEN SULFIDE
RG 2756 NITRIC ACID 1.0 N
RG 2757 NESSLER'S REAGENT
RG 2758 POTASSIUM CHLORIDE
RG 2759 SILVER NITRARE 1.0 N
RG 2760 SULFURIC ACID 36N
RG 2761 HIGHLY PURIFIED WATER
RG 2762 SODIUM CHLORIDE
RG 2763 POTASSIUM PERMANGANATE
1 ON
RG 2764 ALUI ENZYME
RG 2765 RANDOM HEXANUCLEOTIDE
FRAGMETS pd(N)6
RG 2766 HISTOCHOICE TISSUE
FIXATIVE 100ml
RG 2767 HISTOCHOICE TISSUE
FIXATIVE 500ml
RG 2768 HISTOCHOICE TISSUE
FIXATIVE 4 LITER
RG 2769 HISTOCHOICE TISSUE
FIXATIVE 3ml
RG 2770 HISTOCHOICE TISSUE
FIXATIVE 7ml
RG 2771 HISTOCHOICE TISSUE
FIXATIVE 15ml
RG 2772 ANTI-HUMAN FAS, CLONE
CH-11, 50ug
RG 2773 ANTI-HUMAN FAS, UB2
100ug
RG 2774 ANTI-HUMAN FAS, UB2-FITC
LABELED, 50 TESTS
RG 2775 SODIUM SULFITE PHOTO-
GRAPHIC GRADE
RG 2776 FITC-11-dUTP
RG 2777 SYNERGEL
RG 2778 CATRIMOX-14
RG 2779 ICE INHIBITOR
RG 2780 ICE SUBSTRATE
RG 2781 GRANZYME B SUBSTRATE
RG 2782 GRANZYME B SUBSTRATE INHIBITOR
<PAGE>
RG 2783 ICE OVERLAY MEMBRANE
RG 2784 GRANZYME B ENZYME OVER-
LAY MEMBRANE
RG 2785 AGAROSE DI LE
RG 2786 AGAROSE DS LE
RG 2787 AGAROSE LM2
RG 2788 MOPS FREE ACID
RG 2789 ANTI-EGER ANTIBODY
RG 2790 ANTI-FLUORESCEIN AP FAB FRAGMENTS
RG 2791 PRE-PACKED PD10 COLUMN
RG 2792 EGFR PEPTIDE
RG 2793 FAE-dCTP
RG 2794 EGFR ANTIBODY
RG 2795 ISO ENZYME muGST
RG 2796 GST ALPHA ISOENZYME
RG 2797 EGFR ISOENZYME
RG 2798 GST mu ANTIBODY
RG 2799 GST ALPHA ANTIBODY
RG 2801 LAMBDA HIND III DNA
RG 2802 PHI X 174-HAE III DNA
RG 2803 REACT BUFFER SET
RG 2804 ENZYME Sst I
RG 2805 ENZYME Pst I 50U/ul
RG 2806 LAMBDA DNA
RG 2807 PBR322-DNA
RG 2808 PROTEINASE K
RG 2809 ENZYME-Pst I 10U/ul
RG 2810 ENZYME-BamH I 50U/ul
RG 2811 ENZYME-HINC II (10 U/ul)
RG 2812 ENZYME-AVA I
RG 2813 ENZYME SAU3A
RG 2814 BSA (ACETYLATED) SOLUTION
RG 2816 ENZYME DDE I
RG 2817 HERRING TESTES DNA
RG 2818 RNASE A
RG 2819 RNASET T
RG 2820 ENZYME ECOR I 50U/ul
RG 2821 ENZYME KLENOW FRAGMENT
RG 2823 123 bp DNA LADDER
RG 2824 ENZYME ECOR V
RG 2825 ENZYME CLA I
RG 2826 ENZYME AAT II
RG 2827 ENZYME BGL I
RG 2828 ENZYME AVA II
RG 2829 ENZYME BAMH I 100U/ul
RG 2830 ENZYME HIND III 50U/ul
RG 2831 BSA POWDER
RG 2832 ANTIBODY-GstPI
RG 2833 ENZYME HINC II
RG 2834 ENZYME HIND III 100U/ul
RG 2836 ENZYME DRA I
RG 2837 ENZYME ECOR I 100U/ul
RG 2838 ENZYME BGL II
RG 2839 BAMH I 200U/ul
RG 2840 ENZYME HIND III 200U/ul
RG 2841 ECOR I 200U/ul
<PAGE>
RG 2842 ENZYME PVU II
RG 2843 ENZYME NDE I
RG 2844 ENZYME SAC II 2009U/ul
RG 2845 ENZYME HPA I
RG 2846 ENZYME HINF I
RG 2847 dTTP NUCLEOTIDE
RG 2848 dGTP NUCLEOTIDE
RG 2849 dCTP NUCLEOTIDE
RG 2850 dATP POWDER
RG 2851 ENZYME HIND III 8-12
U/ul (LTI)
RG 2852 ENZYME ECORI 8-12 U/ul
(LTI)
RG 2853 HIND III 10 U/ul
(APPLIGENE)
RG 2854 ECO RI 10 U/ul
(APPLIGENE)
RG 2855 ENZYME KPN I
RG 2856 BAMH I 10 U/ul
(APPLIGENE)
RG 2857 ENZYME BAMH I 8-12 U/ul
(LTI)
RG 2858 SAC I 10 U/ul (APPLIGENE)
RG 2859 SAC I 8-12 U/ul(PROMEGA)
RG 2860 BGL I 10 U/ul(APPLIGENE)
RG 2861 DRA I 10 U/ul(APPLIGENE)
RG 2862 PVU II 10 U/ul(APPLIGENE)
RG 2863 ENZYME NCO I
RG 2865 SST I 50-100 U/ul (LTI)
RG 2866 DRA I 50 U/ul (LTI)
RG 2867 BUFFER SET (APPLIGENE)
RG 2868 BSA, FRACTION V HEAT
SHOCK
RG 2870 TAKARA LA PCR
RG 2871 TAKARA PCR AMPLIFICATION
RG 2872 TAKARA TAQ POLYMARASE
RG 2873 TAKARA TAQ POLYMARASE
RG 2874 TAKARA LA PCR KIT VER 2
RG 2875 TAKARA LA PCR CLONING
RG 2876 TAKARA LA PCR MUTAGENSIS
RG 2877 TAKARA CDNA SYNTHESIS
KIT
RG 2878 TAKARA PCR MYEOPLASMA
DETECTION
RG 2879 TAKARA RNA PCR KIT VER 2
RG 2880 DNA QUANTITATION STAND-
ARDS
RG 2882 ENZYME ECORI 50U/ul
RG 2883 ENZYME HIND III 50U/ul
RG 2884 ENZYME BAMHI 50U/ul
RG 2885 ENZYME PVU I
RG 2886 ENZYME DRAI 50U/ul
RG 2891 ENZYME SAL I
RG 2892 ENZYME SAU96 I
RG 2893 ENZYME SCA I
RG 2894 Enzyme Sph I
RG 2896 ENZYME SCA II
RG 2897 ENZYME Taq I
RG 2898 ENZYME XHO 1
RG 2900 ENZYME XBA I
RG 2901 ANTI-FLUORESCEIN
RG 2902 ANTI-MOUSE FLUORESCEIN
CONJUGATE
RG 2903 TRYPSIN INHIBITOR
(SOYBEAN)
RG 2904 RABBIT ANTI-DNP ANTIBODY
RG 2905 OVALBUMIN
<PAGE>
RG 2906 TRIFLOR ACETIC ACID
RG 2907 CARBONIC ANHYDRASE II
RG 2908 PHOSPHORYLASE B
RG 2909 GOAT ANTI-RABBIT IgG HRP
ANTIBODY
RG 2910 1.4-DINITROPHENYLHY-
DRAZINE
RG 2911 BOVINE SERUM ALBUMIN
RG 2912 POTASSIUM CARBONATE
RG 2913 TRIETHANOLAMINE -
CRYSTALLINE
RG 2914 PLACENTA MALE
(INTERGEN)
RG 2915 PLACENTA FEMALE
(INTERGEN)
RG 2916 PHENYLOXAZOLINE-DCTP
RG 2917 BOVINE THROMBIN
RG 2918 BOVINE PLASMA
RG 2930 ENVIROCIDE
<PAGE>
THIRD AMENDMENT TO THE LEASE BETWEEN
SAUL HOLDINGS LIMITED PARTNERSHIP
AND ONCOR, INC.
209 PERRY PARKWAY
This THIRD AMENDMENT TO LEASE is made and entered into this 15th day of
October, 1996 by and between SAUL HOLDINGS LIMITED PARTNERSHIP (hereinafter
referred to as "Landlord"), successor in interest to Avenel Associates Limited
Partnership, and ONCOR, INC. a Maryland Corporation (hereinafter referred to as
"Tenant"),
WHEREAS, Landlord and Oncor, Inc., have entered into that certain Lease
dated March 22, 1990 as amended by an Amendment to Lease dated February 25, 1991
and the Second Amendment to Lease dated June 21, 1991 (the "Lease") for
approximately 25,941 square feet in 209 Perry Parkway, Avenel Business Park,
Gaithersburg, Maryland 20877; and
WHEREAS, the parties hereto desire to enter into this Third Amendment
to Lease for the purposes hereinafter set out.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Article 2 of the Lease captioned "Term" is hereby modified to extend
the term of the Lease for eighty-four (84) months, commencing on April
1, 1997 and expiring on March 31, 2004.
2. (a) Article 3 of the Lease captioned "Rent" is hereby modified as of
February 1, 1997 to change the annual Initial Base Rent payable under
the Lease from and after February 1, 1997 to Three Hundred Twenty-Four
Thousand Two Hundred Sixty-Two and 50/100 Dollars ($324,262.50) payable
in equal monthly installments of Twenty-Seven Thousand Twenty One and
88/100 Dollars ($27,021.88).
(b) Commencing on February 1, 1998 and on the first day of every Lease
Year (as hereinafter defined) thereafter during the term hereof, the
Initial Base Rent (without deduction for rent abatement, if any) shall
be increased to an amount equal to one hundred three percent (103%) of
the amount of the Initial Base Rent which was in effect during the
Lease Year immediately preceding the Lease Year for which the
adjustment is being made, payable by Tenant in equal monthly
installments in accordance with Article 3 of the Lease.
(c) For the purpose of calculating the adjustment to the Initial Base
Rent under this Third Amendment to Lease, the "Lease Year" shall be
defined to mean a period of twelve (12) calendar months and the first
Lease Year shall commence on February 1, 1997 and each succeeding Lease
Year shall commence on the anniversary date of the beginning of the
first Lease Year.
3. Special Stipulation 48 of the Lease is hereby deleted in its entirety
effective February 1, 1997. Special Stipulations 47, 49, and 53 are
hereby deleted in their entirety.
4. The Landlord will permit the Tenant to install, at its sole cost and
expense, an illuminated monument sign ("Monument Sign") at the entrance
to 207/209 Perry Parkway. Landlord shall approve the exact location,
size, content, and design of the Monument Sign, such approval not to be
unreasonably withheld. This work will be performed in accordance with
the stipulations for alterations specified in Article 9 of the Lease
and applicable codes and ordinances. Given the Monument Sign's
prominence at an entrance to Avenel Business Park, the Tenant shall
maintain and repair (including the prompt replacement of bulbs) the
Monument Sign in first-class condition throughout the Lease term. The
Monument Sign shall be deemed to be a part of the Premises for purposes
of Articles 8, 9, 12, 13, 17, 18, 20, 21, and 23 of this Lease and
Tenant shall include the Monument Sign within the coverage of all
insurance policies required to be maintained by Tenant under this
Lease.
<PAGE>
5. Landlord will provide Tenant with a construction allowance
("Construction Allowance") equal to the lesser of (a) the actual amount
expended by Tenant in remodeling and renovating the Premises or (b)
$168,616.50 as an allowance toward construction of Tenant Improvements
in the Demised Premises. Upon request to the Landlord, the Tenant
Improvements performed in space leased by the Tenant at 200, 205, and
207 Perry Parkway in Avenel Business Park or the costs of the Monument
Sign shall qualify for the Construction Allowance. The Construction
Allowance shall be payable after February 1, 1997 within thirty (30)
days after request of Tenant and completion of all of the requirements
specified below. Tenant Improvements shall include
architectural/engineering fees, permit and inspection fees, and
construction costs for alterations to or additional improvements of the
partitions, doors, ceilings, finishes, mechanical equipment, electrical
system, sprinkler system or other such permanent improvements to the
Demised Premises. Prior to commencement of Tenant Improvements, Tenant
shall submit plans and specifications for the Tenant Improvements for
the Landlord's review and approval, in accordance with Articles 8 and 9
of the Lease. The Tenant Improvements shall be performed in accordance
with the following requirements:
A. The Tenant shall provide lien waivers and copies of paid invoices
from all contractors, subcontractors and suppliers of materials for all
Tenant Improvements. Such invoices shall total or exceed the amount the
Construction Allowance requested.
B. Tenant shall provide its own contractors to perform all of the
Tenant Improvements except that Tenant shall utilize the Landlord's
roofing contractor for all roofing work or work involving penetrations
of the roof membrane.
C. The contractors, subcontractors or laborers employed in connection
with such work shall comply with any applicable law and reasonable
uniform work rules and regulations established by Landlord from time to
time for all tenant improvements.
D. Tenant, or its contractors and their subcontractors, shall provide
such insurance, bonding, or indemnification as Landlord may reasonably
require for its protection from negligence or malfeasance on the part
of such contractors and subcontractors.
E. In Landlord's reasonable judgement such work of contractor or
subcontractors will not result in delays, stoppages or other action or
the threat thereof which may interfere with or delay the completion of
other work in the Building.
F. Landlord shall have the right to inspect the Tenant's work on a
regular basis.
G. Tenant shall be responsible for obtaining any permits, certificates,
or approvals from any state, federal or local government necessary to
enable Tenant to occupy the Demised Premiss and construct the Tenant
Improvements. All costs incurred in connection with obtaining such
permits, certificates, or approvals shall be the sole responsibility of
Tenant.
H. As provided for in section 9 of the Lease, Tenant shall save
Landlord harmless from and against all expenses, liens, claims or
damages to either property or person which may or might arises by
reason of making the Tenant Improvements.
I. If after complying with the terms of this Paragraph 5, the
Construction Allowance is not paid in accordance with the terms of this
Paragraph 5, then Tenant shall be entitled, notwithstanding anything in
the Lease to the contrary to offset against the rent an amount equal to
the Construction Allowance.
6. A. Tenant represents that the list attached hereto as Exhibit A is a
complete and accurate list of chemicals and hazardous materials,
including approximate quantities, to be used and stored in or about the
Demised Premises. The amounts of chemicals and hazardous materials will
be limited to quantities necessary for the Tenant's day-to-day
operations. Landlord is relying on the list in Exhibit F in not
requiring Gradual Pollution and/or Contamination Liability Insurance.
If Tenant's operations change and additional chemicals materially more
hazardous and/or quantities significantly larger than those stipulated
in Exhibit F are required
<PAGE>
for Tenant's operation, Tenant shall notify Landlord within five
business days and Landlord reserves that right to require Tenant to
obtain and maintain Gradual Pollution and/or Contamination Liability
Insurance if in Landlord's reasonable opinion such change in the nature
or quantity of materials being stored materially increases the risk of
contamination. The Tenant will, upon written request by the Landlord,
provide the Landlord with an updated list of chemicals and hazardous
materials with quantities located within the Demised Premises.
B. Prior to February 1, 1997, and within ninety (90) days after the
expiration or earlier termination of the Lease, Landlord may engage its
environmental consultant, Environmental Management Group or another
environmental consultant satisfactory to Landlord to perform a Phase I
environmental assessment of the Premises and any surrounding areas of
the Property designated by Landlord or the Environmental Consultant.
The cost of the above described Phase I assessments shall be paid by
Landlord unless the assessment indicates that Tenant is not in
substantial compliance with the applicable statues, ordinances, and
regulations governing Tenant's use, storage, and disposal of chemicals
and hazardous materials in which event Tenant shall reimburse Landlord
as additional rent for the cost of the assessment. Tenant shall defend,
indemnify, and hold Landlord and Landlord's agents, officers,
directors, employees, and contractors harmless against and from any and
all injuries, costs, expenses, liabilities, losses, damages,
injunctions, suits, actions, fines, penalties, and demands of any kind
or nature (including reasonable attorney fees) occasioned by or arising
out of or relating to any environmental pollution, damage, condition or
problem, including without limitation, the presence of any hazardous
substances, asbestos or other toxic waste as defined in any federal,
state, or municipal governmental or quasi-governmental laws, rules,
regulations, or ordinances in effect on the Lease Date that are
existing in the Demised Premises and caused by the acts, omissions or
negligence of Tenant, its agents, or employees and not caused by
Landlord's acts or omissions.
C. Landlord shall have the right, at its sole cost and not as an
operating expense, on one (1) occasion during each Lease Year to have
Landlord's environmental consultant inspect the Tenant's records and
procedures regarding the Tenant's storage, use, and disposal of
chemicals and hazardous materials within the Demised Premises. In the
event that the Landlord's environmental consultant finds that the
Tenant is not in substantial compliance with any applicable law,
regulation, or codes regarding the storage, use, or disposal of
chemicals or hazardous materials, such non compliance shall constitute
a non-monetary default under Article 16 of the Lease.
D. Tenant shall have the right to construct an exterior structure
(Outdoor Storage Structure) in a location and of a size and material
reasonably approved by Landlord within which Tenant will store
chemicals and materials which are subject to this Paragraph 6. The
Construction Allowance may be used for this purpose. The Outdoor
Storage Structure shall be installed, maintained, repaired and removed
by Tenant, at Tenant's sole cost and expense, and shall be deemed to be
a part of the Demised Premises for all purposes of the Lease including,
without limitation, Articles 8, 9, 12, 13, 17, 18, 20, 21, and 23 of
this Lease and Tenant shall include the Outdoor Storage Structure
within the coverage of all insurance policies required to be maintained
by Tenant under this Lease; provided, however, that Landlord shall not
have any repair or maintenance obligations of any kind with respect to
the Outdoor Storage Structure.
7. Provided (i) Tenant is not then in default (beyond any applicable cure
period) in any of its obligations under this Lease, and (ii) Landlord
desires to lease the Option Space (hereinafter defined) to any party
other than the party then occupying the Option Space, Landlord agrees
that, during the initial term of the Lease, as extended by this Third
Amendment to Lease, provided for in paragraph 1, Tenant shall have the
right of first offer to enter into a lease of certain other premises in
the Building, consisting of the area of approximately 16,241 square
feet of leasable area contiguous to the Premises designated on Exhibit
A as "Option Space" (the "Option Space") in accordance with the terms
and conditions set forth in this paragraph 7, as follows:
<PAGE>
(a) After receipt of a written proposal to lease the Option Space from a
prospective tenant (Prospective Tenant) or its agent and prior to
entering into a lease with that Prospective Tenant for the Option
Space, Landlord shall send to Tenant an offer notice of the
availability of such space (the "OFFER NOTICE").
(b) Within ten (10) business days after Tenant's receipt of the Offer
Notice, Tenant shall notify Landlord that Tenant either (i) agrees to
lease the Option Space, or (ii) does not desire to lease the Option
Space and the Landlord shall have the right to lease the Option Space
to the Prospective Tenant. A failure by Tenant to timely elect the
option described in clauses (i) or (ii) above shall be deemed a to be a
waiver by Tenant of any further right to lease the Option Space under
this paragraph 7. If Tenant elects the option described in clause (ii)
above, the Tenant shall have additional first rights of offer provided
that the Option Space is not leased to the Prospective Tenant or the
Option Space becomes available during the initial term of the Lease as
extended by this Third Amendment to Lease and subject to the initial or
renewal occupancy by the Prospective Tenant.
(c) If Tenant exercises its option to lease the Option Space under this
paragraph 7, then Tenant shall execute a lease amendment embodying the
terms set forth in the Offer Notice, within ten (10) business days
after Landlord submits any such lease amendment to Tenant which shall
provide that the following terms and conditions shall apply to the
Option Space:
(i) The Demised Premises shall be modified effective as of the
date falling 40 days after the date of the Offer Notice (the
"Option Effective Date") to increase the size of the Demised
Premises by approximately 16,241 rentable square feet size.
(ii) As of the Option Effective Date, the initial Base Rent for
the Option Space shall be the Initial Base Rent per square
foot set forth below for the year in which Tenant exercises
its option under this paragraph 7 and such Initial Base Rent
shall be increased on the first day of each succeeding Lease
Year to the amounts set forth below.
OPTION EXERCISE DATE RENT PER SQUARE FOOT
Before February 1, 1997 $12.50
Before February 1, 1998 $13.00
Before February 1, 1999 $13.50
Before February 1, 2000 $14.00
Before February 1, 2001 $14.50
Before-February 1, 2002 $15.00
Before February 1, 2003 $15.50
Before February 1, 2004 $16.00
(iii) The Annual Operating Costs shall be modified as of the Option
Effective Date to increase Tenant's Pro-Rata Share of Annual
Operating Cost to reflect the increased size of the Demised
Premises.
(iv) Tenant agrees to accept the Option Space "as is" in its then
existing condition and Landlord shall have no construction
obligations with respect thereto. However, the Landlord will
provide Tenant with a construction allowance ("Option Space
Construction Allowance") equal to the lesser of (a) the
actual amount expended by Tenant in remodeling and renovating
the Option Space or (b) an amount equal to $1,256.74
multiplied by the number of full months remaining on the
initial term of the Lease as extended by this Third Lease
Amendment from the Option Effective Date. The Option Space
Construction Allowance shall be used for the construction of
Tenant Improvements in the Option Space. The Construction
Allowance shall be payable after February 1, 1997 within
thirty (30) days after request of Tenant and completion of
all of the requirements specified below. Tenant Improvements
shall include architectural/engineering fees, permit and
inspection fees, and construction costs for alterations to
or additional improvements of the partitions, doors,
ceilings, finishes, mechanical equipment, electrical system,
sprinkler system or other such
<PAGE>
permanent improvements to the Option Space. Prior to
commencement of Tenant Improvements, Tenant shall submit plans
and specifications for the Tenant Improvements for the
Landlord's review and approval, in accordance with Articles 8
and 9 of the Lease. The provisions, requirements and
conditions of subparagraphs (5)(a) through (5)(i) above will
apply to the Option Space Construction Allowance.
(d) Landlord may, at its option, in lieu of a narrative description of the
terms to be described in the Offer Notice, submit to Tenant a lease
amendment document setting forth the terms of the proposed lease
amendment, for the Option Space in which event Tenant's exercise of its
option to lease the Option Space shall be made by Tenant's execution of
such lease amendment document and its return to Landlord within the
applicable time periods set forth in paragraph (b) or (c) of this
paragraph 7. If Landlord does not submit a lease amendment document to
Tenant at the time the Offer Notice is given, and Tenant exercises its
option to lease the Option Space under such terms, then Tenant shall
execute a lease amendment embodying the terms set forth in the Offer
Notice within ten (10) days after Landlord submits any such lease
amendment to Tenant, as provided in paragraph (c) above.
(e) Tenant shall have no further right to lease the Option Space under this
paragraph 7 after Landlord enters into a lease of the Option Space with
the Prospective Tenant in accordance with this paragraph 7 unless the
Option Space is vacated by the Prospective Tenant during the initial
term of the Lease as extended by this Third Lease Amendment.
(f) Tenant's right to lease the Option Space shall be conditioned upon
Tenant's full and complete compliance with all of the terms and
conditions of the Lease prior to the date of any Offer Notice, and
Tenant's option to lease the Option Space shall terminate when the
initial term of the Lease as extended by this Third Amendment expires
or terminates.
(g) Time shall be of the essence with respect to Tenant's right of first
offer under this paragraph 7.
8. Tenant shall have the option to renew the term of the Lease for one (1)
additional period of five (5) years (the "Option Term") following the
expiration of the initial lease term provided for in paragraph 1 of
this Third Amendment, provided that the Lease is in full force and
effect, the Tenant shall be in possession and occupying the Demised
Premises, and Tenant shall not be in default in the performance or
observance of any of the terms, conditions, provisions and/or covenants
of the Lease. All such rights of a renewal shall be exercised by
delivery to Landlord of written notice of Tenant's intention to renew
the term at least nine (9) months but not more than fifteen (15)
months prior to the expiration of the then applicable term of the
lease. The Option Term shall be on the same terms, covenants and
conditions as the original lease except Initial Base Rent for the
Option Term shall be 100% of the then Prevailing Market Rent of
comparable space within the Gaithersburg market area, including current
operating costs and concessions, which rent shall be established as
follows:
(a) Within fifteen (15) business days after receipt of Tenant's notice
exercising its option to extend the term of this Lease, Landlord shall
notify Tenant of Landlord's estimate of Prevailing Market Rent. If
Tenant disagrees with Landlord's estimate of Prevailing Market Rent,
Tenant shall notify Landlord that it has elected to submit the
determination of Prevailing Market Rent to Arbitration, in which event
the provisions of subparagraph (b) of this Article shall govern the
selection of arbitrators and the establishment of the Prevailing Market
Rent payable for the year of the then applicable Option Term; provided,
however, that if Tenant does not elect to submit the determination of
Prevailing Market Rent to Arbitration during such fifteen (15) day
period, then the Landlord's estimate of Prevailing Market Rent shall be
deemed to be agreed to by Tenant, and shall be the Initial Base Rent
payable by Tenant to Landlord during the first year of the then
applicable Option Term.
(b) (i) Definition: As used herein, the term "Prevailing Market Rent"
means the most probable rent (as determined pursuant to the appraisal
procedure hereinafter set forth) at which the Demised Premises (and any
Additional Premises) would be leased in a comparable and open market,
under all conditions requisite to a fair Lease, the Landlord and Tenant
each acting prudently, knowledgeable, and assuming the rent is not
affected by undue stimulus.
<PAGE>
Implicit in this definition is the consummation of the Lease beginning on the
commencement date of the Option Term under conditions whereby:
1. Landlord and Tenant are typically motivated (i.e., neither party is compelled
to enter into a lease and both parties are willing to enter into a lease).
2. Both parties are well informed or well advised, and each acting in what it
considers its own best interest.
3. A reasonable time is allowed for exposure in the open market.
4. The Prevailing Market Rent shall be computed as an amount equal to the then
prevailing market rental rate of the Demised Premises, as if vacant with
building standard improvements, and taking into account the annual adjustments
of Initial Base Rent, Tenant's obligation to pay Tenant's pro-rata share of
Annual Operating Expenses and all existing market factors.
5. All of the terms, covenants and conditions of the Lease (except terms
respecting the amount of Initial Base Rent) remain in effect throughout the
applicable Option Term.
(ii) In the event of a dispute as to determination of Prevailing Market Rent
referred to in this Article, or a dispute of any of the provisions of this
Lease, such dispute shall be in accordance with the following:
(a) If Landlord and Tenant fail to agree upon the Prevailing Market Rent as
referred to in this Article, within the time periods provided for herein, then
Landlord and Tenant each shall give notice to the other setting both the name
and address of a licensed real estate broker or appraiser (hereinafter
"appraiser") who shall be a M.A.I. Real Estate professional with substantial
experience in commercial real estate appraisal designated by it to make the
determinations hereafter required. Each appraiser shall be instructed to
calculate the Prevailing Market Rent as provided in each of the foregoing
sections which is the subject of the dispute and is in accordance with the
criteria referenced therein. If either party shall fail to give notice of such
designations within ten (10) days after failing to agree between themselves,
then the appraisal made by the appraiser so designated shall be the Appraisal
Prevailing Market Rent. If two appraisers have been designated, such two
appraisers shall consult with each other and, within thirty (30) days
thereafter, issue their determinations of Appraisal Prevailing Market Rent in
writing, and give notice thereof to each other and to Landlord and Tenant. If
such two appraisers shall concur as to the determination of the prevailing
Market Rent and submit their decision in writing to Landlord and Tenant, such
concurrence shall be final and binding upon Landlord and Tenant. If the two
determinations of Prevailing Market Rent shall be within five percent (5%)
(measured from the higher appraisal) of each other, the Prevailing Market Rent
shall be deemed to be the average of the two appraisers' determinations. If such
two appraisers' determinations shall not so concur or coincide, then such two
appraisers shall immediately (i) designate a third appraiser, (ii) prepare
detailed written appraisals, and (iii) submit copies of such appraisal to
Landlord, Tenant and such third arbitrator. If the two appraisers shall fail to
agree upon the designation of such third appraiser within eight (8) days of the
date on which the last determination was rendered, then either party may apply
to the American Arbitration Association or any successor thereto having
jurisdiction, for the designation of such appraiser. All arbitrators shall be
licensed real estate appraisers who shall have had at least fifteen (15) years
continuous experience in the business of appraising or real estate in the
Montgomery County area. The third appraiser shall conduct such hearings and
investigations as he may deem appropriate and shall, within twenty (20) days
after the date of designation of the third appraiser, choose the determination
of the two appraisers originally selected by the parties which is the nearest to
the determination such third appraiser would have made acting alone and applying
the standards set forth therefor in this Lease, and that choice by the third
appraiser shall be binding upon Landlord and Tenant. Each party shall pay its
own counsel fees and expenses, if any, in connection with any arbitration under
this Article, including the expenses and fees of any appraiser selected by it in
accordance with the provisions of this Article, and the parties shall share
equally all other expenses and fees of any such arbitration,
<PAGE>
including the expenses of the third appraiser. The
determination rendered in accordance with the provisions of this
Article shall be final and binding in fixing the Prevailing Market
Rent. Notwithstanding the foregoing, in no event shall the Basic Rent
for the First Lease Year of the Option Term be less than the then
Initial Base Rent of the last Lease Year of the initial lease term of
the Lease, as extended by this Third Amendment escalated by three
percent.
8. Landlord will use reasonable efforts to obtain a non-disturbance
agreement for Tenant's benefit from the holder of the mortgage lien on
the Property (the "Lender"). The nondisturbance agreement shall be on
the Lender's approved form, and Tenant shall pay to Landlord, as
additional rent, all fees, costs and expenses charged to Landlord by
the Lender in connection with the Lender's review of this Lease
including, without limitation, the Lender's legal fees. This Lease
shall not be subordinate to any future mortgage, deed of trust or other
lien on the Property unless the party secured by any such instrument
enters into a non-disturbance agreement with Tenant on a form
acceptable to such future Lender.
9. Except as modified hereby, the Lease shall remain in full force and
effect in accordance with its terms, and is hereby ratified, confirmed
and approved in all respects.
WITNESS the following signatures and seals.
ATTEST: LANDLORD: SAUL HOLDINGS LIMITED PARTNERSHIP
By: SAUL CENTERS, INC., ITS GENERAL PARTNER
ATTEST:
[SIG] By: /s/ PHILIP D. CARACI
- ---------------------- -----------------------------------
(SEAL) Secretary Philip D. Caraci, President
ATTEST: TENANT: ONCOR, INC.
[SIG] By: [SIG]
- ---------------------- -----------------------------------
(SEAL) Secretary
<PAGE>
THIRD AMENDMENT TO THE LEASE BETWEEN
SAUL HOLDINGS LIMITED PARTNERSHIP
AND ONCOR, INC.
207 PERRY PARKWAY
This THIRD AMENDMENT TO LEASE is made and entered into this 15th day of
October, 1996 by and between SAUL HOLDINGS LIMITED PARTNERSHIP (hereinafter
referred to as "Landlord"), successor in interest to Avenel Associates Limited
Partnership, and ONCOR, INC. a Maryland Corporation (hereinafter referred to as
"Tenant"),
WHEREAS, Landlord and Oncor, Inc., predecessor to Tenant, have entered
into that certain Lease dated June 28, 1991 as amended by the First Amendment to
Lease dated October 4, 1993 and the Second Amendment to Lease dated December 2,
1994 (the "Lease") for approximately 14,950 square feet in 207 Perry Parkway,
Avenel Business Park, Gaithersburg, Maryland 20877; and
WHEREAS, the parties hereto desire to enter into this Third Amendment
to Lease for the purposes hereinafter set out.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Article 2 of the Lease captioned "Term" is hereby modified to extend
the term of the Lease for eighty-four (84) months, commencing on April
1, 1997 and expiring on March 31, 2004.
2. (a) Article 3 of the Lease captioned "Rent" is hereby modified as of
February 1, 1997 to change the annual Initial Base Rent payable under
the Lease from and after February 1, 1997 to One Hundred Eighty-Six
Thousand Eight Hundred Seventy-Five Dollars ($186,875.00) payable in
equal monthly installments of Fifteen Thousand Five Hundred Seventy Two
and 92/100 Dollars ($15,572.92).
(b) Commencing on February 1, 1998 and on the first day of every Lease
Year (as hereinafter defined) thereafter during the term hereof, the
Initial Base Rent (without deduction for rent abatement, if any) shall
be increased to an amount equal to one hundred three percent (103%) of
the amount of the Initial Base Rent which was in effect during the
Lease Year immediately preceding the Lease Year for which the
adjustment is being made, payable by Tenant in equal monthly
installments in accordance with Article 3 of the Lease.
(c) For the purpose of calculating the adjustment to the Initial Base
Rent under this Third Amendment to Lease, the "Lease Year" shall be
defined to mean a period of twelve (12) calendar months and the first
Lease Year shall commence on February 1, 1997 and each succeeding Lease
Year shall commence on the anniversary date of the beginning of the
first Lease Year.
3. Special Stipulation 48 of the Lease is hereby deleted in its entirety
effective February 1, 1997. Special Stipulations 47, 51, and 53 are
hereby deleted in their entirety.
4. Landlord will provide Tenant with a construction allowance
("Construction Allowance") equal to the lesser of (a) the actual amount
expended by Tenant in remodeling and renovating the Demised Premises or
(b) $124,839.00 as an allowance toward construction of Tenant
Improvements in the Demised Premises. Upon request to the Landlord, the
Tenant Improvements performed in space leased by the Tenant at 200, 205
and 209 Perry Parkway in Avenel Business Park shall qualify for the
Construction Allowance. The Construction Allowance shall be payable
after February 1, 1997 within thirty (30) days after request of Tenant
and completion of all of the requirements specified below. Tenant
Improvements shall include architectural/engineering fees, permit and
inspection fees, and construction costs for alterations to or
additional improvements of the partitions, doors, ceilings, finishes,
mechanical equipment, electrical system, sprinkler system or other such
permanent improvements to the Demised Premises. Prior to commencement
of Tenant Improvements, Tenant shall submit plans and specifications
for the Tenant Improvements for the Landlord's
<PAGE>
review and approval, in accordance with Articles 8 and 9 of the Lease.
The Tenant Improvements shall be performed in accordance with the
following requirements:
A. The Tenant shall provide lien waivers and copies of paid invoices
from all contractors, subcontractors and suppliers of materials for all
Tenant Improvements. Such invoices shall total or exceed the amount the
Construction Allowance requested.
B. Tenant shall provide its own contractors to perform all of the
Tenant Improvements except that Tenant shall utilize the Landlord's
roofing contractor for all roofing work or work involving penetrations
of the roof membranae.
C. The contractors, subcontractors or laborers employed in connection
with such work shall comply with any applicable law and reasonable
uniform work rules and regulations established by Landlord from time to
time for all tenant improvements.
D. Tenant, or its contractors and their subcontractors, shall provide
such insurance, bonding, or indemnification as Landlord may reasonably
require for its protection from negligence or malfeasance on the part
of such contractors and subcontractors.
E. In Landlord's reasonable judgement such work of the contractors or
subcontractors will not result in delays, stoppages or other action or
the threat thereof which may interfere with or delay the completion of
other work in the Building.
F. Landlord shall have the right to inspect the Tenant's work on a
regular basis.
G. Tenant shall be responsible for obtaining any permits, certificates,
or approvals from any state, federal or local government necessary to
enable Tenant to occupy the Demised Premiss and construct the Tenant
Improvements. All costs incurred in connection with obtaining such
permits, certificates, or approvals shall be the sole responsibility of
Tenant.
H. As provided for in section 9 of the Lease, Tenant shall save
Landlord harmless from and against all expenses, liens, claims or
damages to either property or person which may or might arises by
reason of making the Tenant Improvements.
I. If after complying with the terms of this Paragraph 4, the
Construction Allowance is not paid in accordance with the terms of this
Paragraph 4, then Tenant shall be entitled, notwithstanding anything in
the Lease to the contrary to offset the rent by an amount equal to the
Construction Allowance.
5. A. Tenant represents that the list attached hereto as Exhibit A is a
complete and accurate list of chemicals and hazardous materials,
including approximate quantities, to be used and stored in or about the
Demised Premises. The amounts of chemicals and hazardous materials will
be limited to quantities necessary for the Tenant's day-to-day
operations. Landlord is relying on the list in Exhibit F in not
requiring Gradual Pollution and/or Contamination Liability Insurance.
If Tenant's operations change and additional chemicals materially more
hazardous and/or quantities significantly larger than those stipulated
in Exhibit F are required for Tenant's operation, Tenant shall notify
Landlord within five business days and Landlord reserves that right to
require Tenant to obtain and maintain Gradual Pollution and/or
Contamination Liability Insurance if in Landlord's reasonable opinion
such change in the nature or quantity of materials being stored
materially increases the risk of contamination. The Tenant will, upon
written request by the Landlord, provide the Landlord with an updated
list of chemicals and hazardous materials with quantities located
within the Demised
B. Prior to February 1, 1997, and within ninety (90) days after the
expiration or earlier termination of the Lease, Landlord may engage its
environmental consultant, Environmental Management Group or another
environmental consultant satisfactory to Landlord to perform a Phase I
environmental assessment of the Demised Premises and any surrounding
areas of the Property designated by Landlord or the Environmental
Consultant. The cost of the above described Phase I assessments shall
be paid by Landlord unless the assessment indicates that
<PAGE>
Tenant is not in substantial compliance with the applicable statues,
ordinances, and regulations governing Tenant's use, storage, and
disposal of chemicals and hazardous materials in which event Tenant
shall reimburse Landlord as additional rent for the cost of the
assessment. Tenant shall defend, indemnify, and hold Landlord and
Landlord's agents, officers, directors, employees, and contractors
harmless against and from any and all injuries, costs, expenses,
liabilities, losses, damages, injunctions, suits, actions, fines,
penalties, and demands of any kind or nature (including reasonable
attorney fees) occasioned by or arising out of or relating to any
environmental pollution, damage, condition or problem, including
without limitation, the presence of any hazardous substances, asbestos
or other toxic waste as defined in any federal, state, or municipal
governmental or quasi-governmental laws, rules, regulations, or
ordinances in effect on the Lease Date that are existing in the Demised
Premises and caused by the acts, omissions or negligence of Tenant, its
agents, or employees and not caused by Landlord's acts or omissions.
C. Landlord shall have the right, at its sole cost and not as an
operating expense, on one (1) occasion during each Lease Year to have
Landlord's environmental consultant inspect the Tenant's records and
procedures regarding the Tenant's storage, use, and disposal of
chemicals and hazardous materials within the Demised Premises. In the
event that the Landlord's environmental consultant finds that the
Tenant is not in substantial compliance with any applicable law,
regulation, or codes regarding the storage, use, or disposal of
chemicals or hazardous materials, such non compliance shall constitute
a non-monetary default under Article 16 of the Lease.
6. Tenant shall have the option to renew the term of the Lease for one (1)
additional period of five (5) years (the "Option Term") following the
expiration of the initial lease term provided for in paragraph 1 of
this Third Amendment, provided that the Lease is in full force and
effect, the Tenant shall be in possession and occupying the Demised
Premises, and Tenant shall not be in default in the performance or
observance of any of the terms, conditions, provisions and/or covenants
of the Lease. All such rights of a renewal shall be exercised by
delivery to Landlord of written notice of Tenant's intention to renew
the term at least nine (9) months but not more than fifteen (15) months
prior to the expiration of the then applicable term of the lease. The
Option Term shall be on the same terms, covenants and conditions as the
original lease except Initial Base Rent for the Option Term shall be
100% of the then Prevailing Market Rent of comparable space within the
Gaithersburg market area, including current operating costs and
concessions, which rent shall be established as follows:
(a) Within fifteen (15) business days after receipt of Tenant's notice
exercising its option to extend the term of this Lease, Landlord shall
notify Tenant of Landlord's estimate of Prevailing Market Rent. If
Tenant disagrees with Landlord's estimate of Prevailing Market Rent,
Tenant shall notify Landlord that it has elected to submit the
determination of Prevailing Market Rent to Arbitration, in which event
the provisions of subparagraph (b) of this Article shall govern the
selection of arbitrators and the establishment of the Prevailing Market
Rent payable for the year of the then applicable Option Term; provided,
however, that if Tenant does not elect to submit the determination of
Prevailing Market Rent to Arbitration during such fifteen (15) day
period, then the Landlord's estimate of Prevailing Market Rent shall be
deemed to be agreed to by Tenant, and shall be the Initial Base Rent
payable by Tenant to Landlord during the first year of the then
applicable Option Term.
(b) (i) Definition: As used herein, the term "Prevailing Market Rent"
means the most probable rent (as determined pursuant to the appraisal
procedure hereinafter set forth) at which the Demised Premises (and any
Additional Premises) would be leased in a comparable and open market,
under all conditions requisite to a fair Lease, the Landlord and Tenant
each acting prudently, knowledgeable, and assuming the rent is not
affected by undue stimulus. Implicit in this definition is the
consummation of the Lease beginning on the commencement date of the
Option Term under conditions whereby:
1. Landlord and Tenant are typically motivated (i.e., neither party is
compelled to enter into a lease and both parties are willing to enter
into a lease).
<PAGE>
2. Both parties are well informed or well advised, and each acting in
what it considers its own best interest.
3. A reasonable time is allowed for exposure in the open market.
4. The Prevailing Market Rent shall be computed as an amount equal to
the then prevailing market rental rate of the Demised Premises, as if
vacant with building standard improvements, and taking into account the
annual adjustments of Initial Base Rent, Tenant's obligation to pay
Tenant's pro-rata share of Annual Operating Expenses and all existing
market factors.
5. All of the terms, covenants and conditions of the Lease (except
terms respecting the amount of Initial Base Rent) remain in effect
throughout the applicable Option Term.
(ii) In the event of a dispute as to determination of Prevailing Market
Rent referred to in this Article, or a dispute of any of the provisions
of this Lease, such dispute shall be in accordance with the following:
(a) If Landlord and Tenant fail to agree upon the Prevailing Market
Rent as referred to in this Article, within the time periods provided
for herein, then Landlord and Tenant each shall give notice to the
other setting both the name and address of a licensed real estate
broker or appraiser (hereinafter "appraiser") who shall be a M.A.I.
Real Estate professional with substantial experience in commercial real
estate appraisal designated by it to make the determinations hereafter
required. Each appraiser shall be instructed to calculate the
Prevailing Market Rent as provided in each of the foregoing sections
which is the subject of the dispute and is in accordance with the
criteria referenced therein. If either party shall fail to give notice
of such designations within ten (10) days after failing to agree
between themselves, then the appraisal made by the appraiser so
designated shall be the Appraisal Prevailing Market Rent. If two
appraisers have been designated, such two appraisers shall consult with
each other and, within thirty (30) days thereafter, issue their
determinations of Appraisal Prevailing Market Rent in writing, and give
notice thereof to each other and to Landlord and Tenant. If such two
appraisers shall concur as to the determination of the prevailing
Market Rent and submit their decision in writing to Landlord and
Tenant, such concurrence shall be final and binding upon Landlord and
Tenant. If the two determinations of Prevailing Market Rent shall be
within five percent (5%) (measured from the higher appraisal) of each
other, the Prevailing Market Rent shall be deemed to be the average of
the two appraisers' determinations. If such two appraisers'
determinations shall not so concur or coincide, then such two
appraisers shall immediately (i) designate a third appraiser, (ii)
prepare detailed written appraisals, and (iii) submit copies of such
appraisal to Landlord, Tenant and such third arbitrator. If the two
appraisers shall fail to agree upon the designation of such third
appraiser within eight (8) days of the date on which the last
determination was rendered, then either party may apply to the American
Arbitration Association or any successor thereto having jurisdiction,
for the designation of such appraiser. All arbitrators shall be
licensed real estate appraisers who shall have had at least fifteen
(15) years continuous experience in the business of appraising real
estate in the Montgomery County area. The third appraiser shall conduct
such hearings and investigations as he may deem appropriate and shall,
within twenty (20) days after the date of designation of the third
appraiser, choose the determination of the two appraisers originally
selected by the parties which is the nearest to the determination such
third appraiser would have made acting alone and applying the standards
set forth therefor in this Lease, and that choice by the third
appraiser shall be binding upon Landlord and Tenant. Each party shall
pay its own counsel fees and expenses, if any, in connection with any
arbitration under this Article, including the expenses and fees of any
appraiser selected by it in accordance with the provisions of this
Article, and the parties shall share equally all other expenses and
fees of any such arbitration, including the expenses of the third
appraiser. The determination rendered in accordance with the provisions
of this Article shall be final and binding in fixing the Prevailing
Market Rent. Notwithstanding the foregoing, in no event shall the Basic
Rent for the First Lease Year of the Option Term be less than the then
Initial Base Rent of the last Lease Year of the initial lease term of
this Third Amendment escalated by three percent.
<PAGE>
7. Landlord will use reasonable efforts to obtain a non-disturbance
agreement for Tenant's benefit from the holder of the mortgage lien on
the Property (the "Lender"). The non-disturbance agreement shall be on
the Lender's approved form, and Tenant shall pay to Landlord, as
additional rent, all fees, costs and expenses charged to Landlord by
the Lender in connection with the Lender's review of this Lease
including, without limitation, the Lender's legal fees. This Lease
shall not be subordinate to any future mortgage, deed of trust or other
lien on the Property unless the party secured by any such instrument
enters into a non-disturbance agreement with Tenant on a form
acceptable to such future Lender.
8. Except as modified hereby, the Lease shall remain in full force and
effect in accordance with its terms, and is hereby ratified, confirmed
and approved in all respects.
WITNESS the following signatures and seals.
ATTEST: LANDLORD:SAUL HOLDINGS LIMITED PARTNERSHIP
By: SAUL CENTERS, INC., ITS GENERAL PARTNER
[SIG] By:/s/ PHILIP D. CARACI
- --------------------------- ------------------------------------
(SEAL) Secretary Philip D. Caraci, President
ATTEST: TENANT: ONCOR, INC.
[SIG] By: [SIG]
- --------------------------- ------------------------------------
(SEAL) Secretary
<PAGE>
FIRST AMENDMENT TO THE LEASE BETWEEN
SAUL HOLDINGS LIMITED PARTNERSHIP
AND ONCOR, INC.
200 PERRY PARKWAY
This FIRST AMENDMENT TO LEASE is made and entered into this 15th day of
October, 1996 by and between SAUL HOLDINGS LIMITED PARTNERSHIP (hereinafter
referred to as "Landlord") and ONCOR, INC. a Maryland Corporation (hereinafter
referred to as "Tenant"),
WHEREAS, Landlord and Tenant have entered into that certain Lease dated
December 14, 1995 (the "Lease") for approximately 4,256 square feet in 205 Perry
Parkway, Avenel Business Park, Gaithersburg, Maryland 20877; and
WHEREAS, the parties hereto desire to enter into this First Amendment
to Lease for the purposes hereinafter set out.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Article 2 of the Lease captioned "Term" is hereby modified to extend
the term of the Lease for sixty-four (64) months, commencing on
December 1. 1998 and expiring on March 31, 2004.
2. (a) Article 3 of the Lease captioned "Rent" is hereby modified as of
February 1, 1997 to change the annual Initial Base Rent payable under
the Lease from and after February 1, 1997 to Fifty Three Thousand Two
Hundred Dollars ($53,200) payable in equal monthly installments of Four
Thousand Four Hundred Thirty Three and 34/100 Dollars ($4,433.33).
(b) Commencing on February 1, 1998 and on the first day of every Lease
Year (as hereinafter defined) thereafter during the term hereof, the
Initial Base Rent (without deduction for rent abatement, if any) shall
be increased to an amount equal to one hundred three percent (103%) of
the amount of the Initial Base Rent which was in effect during the
Lease Year immediately preceding the Lease Year for which the
adjustment is being made, payable by Tenant in equal monthly
installments in accordance with Article 3 of the Lease.
(c) For the purpose of calculating the adjustment to the Initial Base
Rent under this First Amendment to Lease, the "Lease Year" shall be
defined to mean a period of twelve (12) calendar months and the first
Lease Year shall commence on February 1, 1997 and each succeeding Lease
Year shall commence on the anniversary date of the beginning of the
first Lease Year.
3. Special Stipulation 47 is hereby deleted in its entirety effective
February 1, 1997.
4. A. Tenant represents that the list attached hereto as Exhibit A is a
complete and accurate list of chemicals and hazardous materials,
including approximate quantities, to be used and stored in or about the
Demised Premises. The amounts of chemicals and hazardous materials will
be limited to quantities necessary for the Tenant's day-to-day
operations. Landlord is relying on the list in Exhibit F in not
requiring Gradual Pollution and/or Contamination Liability Insurance.
If Tenant's operations change and additional chemicals and/or
quantities significantly larger than those stipulated in Exhibit F are
required for Tenant's operation, Tenant shall immediately notify
Landlord and Landlord reserves that right to require Tenant to obtain
and maintain Gradual Pollution and/or Contamination Liability
Insurance. The Tenant will, upon written request by the Landlord,
provide the Landlord with an updated list of chemicals and hazardous
materials with quantities located within the Demised Premises.
B. Prior to February 1, 1997, and within ninety (90) days after the
expiration or earlier termination of the Lease, Landlord may engage its
environmental consultant, Environmental Management Group or another
environmental consultant satisfactory to Landlord to perform
<PAGE>
a Phase I environmental assessment of the Demised Premises and any
surrounding areas of the Property designated by Landlord or the
Environmental Consultant. The cost of the above described Phase I
assessments shall be paid by Landlord unless the assessment indicates
that Tenant is not in substantial compliance with the applicable
statues, ordinances, and regulations governing Tenant's use, storage,
and disposal of chemicals and hazardous materials in which event Tenant
shall reimburse Landlord as additional rent for the cost of the
assessment. Tenant shall defend, indemnify, and hold Landlord and
Landlord's agents, officers, directors, employees, and contractors
harmless against and from any and all injuries, costs, expenses,
liabilities, losses, damages, injunctions, suits, actions, fines,
penalties, and demands of any kind or nature (including reasonable
attorney fees) occasioned by or arising out of or relating to any
environmental pollution, damage, condition or problem, including
without limitation, the presence of any hazardous substances, asbestos
or other toxic waste as defined in any federal, state, or municipal
governmental or quasi-governmental laws, rules, regulations, or
ordinances in effect on the Lease Date that are existing in the Demised
Premises and caused by the acts, omissions or negligence of Tenant, its
agents, or employees and not caused by Landlord's acts or omissions.
C. Landlord shall have the right, at its sole cost and not as an
operating expenses, on one (1) occasion during each Lease Year to have
Landlord's environmental consultant inspect the Tenant's records and
procedures regarding the Tenant's storage, use, and disposal of
chemicals and hazardous materials within the Demised Premises. In the
event that the Landlord's environmental consultant finds that the
Tenant is not in substantial compliance with any applicable law,
regulation, or codes regarding the storage, use, or disposal of
chemicals or hazardous materials, such non compliance shall constitute
a non-monetary default under Article 16 of the Lease.
5. Tenant shall have the option to renew the term of the Lease for one (1)
additional period of five (5) years (the "Option Term") following the
expiration of the initial lease term provided for in paragraph 1 of
this First Amendment, provided that the Lease is in full force and
effect, the Tenant shall be in possession and occupying the Demised
Premises, and Tenant shall not be in default in the performance or
observance of any of the terms, conditions, provisions and/or covenants
of the Lease. All such rights of a renewal shall be exercised by
delivery to Landlord of written notice of Tenant's intention to renew
the term at least nine (9) months but not more than fifteen (15) months
prior to the expiration of the then applicable term of the lease. The
Option Term shall be on the same terms, covenants and conditions as the
original lease except Initial Base Rent for the Option Term shall be
100% of the then Prevailing Market Rent of comparable space within the
Gaithersburg market area, including current operating costs and
concessions, which rent shall be established as follows:
(a) Within fifteen (15) business days after receipt of Tenant's notice
exercising its option to extend the term of this Lease, Landlord shall
notify Tenant of Landlord's estimate of Prevailing Market Rent. If
Tenant disagrees with Landlord's estimate of Prevailing Market Rent,
Tenant shall notify Landlord that it has elected to submit the
determination of Prevailing Market Rent to Arbitration, in which event
the provisions of subparagraph (b) of this Article shall govern the
selection of arbitrators and the establishment of the Prevailing Market
Rent payable for the year of the then applicable Option Term; provided,
however, that if Tenant does not elect to submit the determination of
Prevailing Market Rent to Arbitration during such fifteen (15) day
period, then the Landlord's estimate of Prevailing Market Rent shall be
deemed to be agreed to by Tenant, and shall be the Initial Base Rent
payable by Tenant to Landlord during the first year of the then
applicable Option Term.
(b) (i) Definition: As used herein, the term "Prevailing Market Rent"
means the most probable rent (as determined pursuant to the appraisal
procedure hereinafter set forth) at which the Demised Premises (and any
Additional Premises) would be leased in a comparable and open market,
under all conditions requisite to a fair Lease, the Landlord and Tenant
each acting prudently, knowledgeable, and assuming the rent is not
affected by undue stimulus. Implicit in this definition is the
consummation of the Lease beginning on the commencement date of the
Option Term under conditions whereby:
<PAGE>
1. Landlord and Tenant are typically motivated (i.e., neither party is compelled
to enter into a lease and both parties are willing to enter into a lease).
2. Both parties are well informed or well advised, and each acting in what it
considers its own best interest.
3. A reasonable time is allowed for exposure in the open market.
4. The Prevailing Market Rent shall be computed as an amount equal to the then
prevailing market rental rate of the Demised Premises, as if vacant with
building standard improvements, and taking into account the annual adjustments
of Initial Base Rent, Tenant's obligation to pay Tenant's pro-rata share of
Annual Operating Expenses and all existing market factors.
5. All of the terms, covenants and conditions of the Lease (except terms
respecting the amount of Initial Base Rent) remain in effect throughout the
applicable Option Term.
(ii) In the event of a dispute as to determination of Prevailing Market Rent
referred to in this Article, or a dispute of any of the provisions of this
Lease, such dispute shall be in accordance with the following:
(a) If Landlord and Tenant fail to agree upon the Prevailing Market Rent as
referred to in this Article, within the time periods provided for herein, then
Landlord and Tenant each shall give notice to the other setting both the name
and address of a licensed real estate broker or appraiser (hereinafter
"appraiser") who shall be a M.A.I. Real Estate professional with substantial
experience in commercial real estate appraisal designated by it to make the
determinations hereafter required. Each appraiser shall be instructed to
calculate the Prevailing Market Rent as provided in each of the foregoing
sections which is the subject of the dispute and is in accordance with the
criteria referenced therein. If either party shall fail to give notice of such
designations within ten (10) days after failing to agree between themselves,
then the appraisal made by the appraiser so designated shall be the Appraisal
Prevailing Market Rent. If two appraisers have been designated, such two
appraisers shall consult with each other and, within thirty (30) days
thereafter, issue their determinations of Appraisal Prevailing Market Rent in
writing, and give notice thereof to each other and to Landlord and Tenant. If
such two appraisers shall concur as to the determination of the prevailing
Market Rent and submit their decision in writing to Landlord and Tenant, such
concurrence shall be final and binding upon Landlord and Tenant. If the two
determinations of Prevailing Market Rent shall be within five percent (5%)
(measured from the higher appraisal) of each other, the Prevailing Market Rent
shall be deemed to be the average of the two appraisers' determinations. If such
two appraisers' determinations shall not so concur or coincide, then such two
appraisers shall immediately (i) designate a third appraiser, (ii) prepare
detailed written appraisals, and (iii) submit copies of such appraisal to
Landlord, Tenant and such third arbitrator. If the two appraisers shall fail to
agree upon the designation of such third appraiser within eight (8) days of the
date on which the last determination was rendered, then either party may apply
to the American Arbitration Association or any successor thereto having
jurisdiction, for the designation of such appraiser. All arbitrators shall be
licensed real estate appraisers who shall have had at least fifteen (15) years
continuous experience in the business of appraising real estate in the
Montgomery County area. The third appraiser shall conduct such hearings and
investigations as he may deem appropriate and shall, within twenty (20) days
after the date of designation of the third appraiser, choose the determination
of the two appraisers originally selected by the parties which is the nearest to
the determination such third appraiser would have made acting alone and applying
the standards set forth therefor in this Lease, and that choice by the third
appraiser shall be binding upon Landlord and Tenant. Each party shall pay its
own counsel fees and expenses, if any, in connection with any arbitration under
this Article, including the expenses and fees of any appraiser selected by it in
accordance with the provisions of this Article, and the parties shall share
equally all other expenses and fees of any such arbitration, including the
expenses of the third appraiser. The determination rendered in accordance with
the provisions of this Article shall be final and binding in fixing the
Prevailing Market Rent. Notwithstanding the foregoing, in no event shall the
Basic Rent for the First Lease Year of
<PAGE>
the Option Term be less than the then Initial Base Rent of the last
Lease Year of the initial lease term of this First Amendment escalated
by three percent.
6. Landlord will use reasonable efforts to obtain a non-disturbance
agreement for Tenant's benefit from the holder of the mortgage lien on
the Property (the "Lender"). The non-disturbance agreement shall be on
the Lender's approved form, and Tenant shall pay to Landlord, as
additional rent, all fees, costs and expenses charged to Landlord by
the Lender in connection with the Lender's review of this Lease
including, without limitation, the Lender's legal fees. This Lease
shall not be subordinate to any future mortgage, deed of trust or other
lien on the Property unless the party secured by any such instrument
enters into a non-disturbance agreement with Tenant on a form
acceptable to such future Lender.
7. Except as modified hereby, the Lease shall remain in full force and
effect in accordance with its terms, and is hereby ratified, confirmed
and approved in all respects.
WITNESS the following signatures and seals.
ATTEST: LANDLORD:SAUL HOLDINGS LIMITED PARTNERSHIP
By: SAUL CENTERS, INC., ITS GENERAL PARTNER
[SIG] By:/s/ PHILIP D. CARACI
- --------------------------- ------------------------------------
(SEAL) Secretary Philip D. Caraci, President
ATTEST: TENANT: ONCOR, INC.
[SIG] By: [SIG]
- --------------------------- ------------------------------------
(SEAL) Secretary
<PAGE>
FOURTH AMENDMENT TO THE LEASE BETWEEN
SAUL HOLDINGS LIMITED PARTNERSHIP AND
ONCOR, INC.
209 PERRY PARKWAY
This FOURTH AMENDMENT TO LEASE is made and entered into this ______
day of _________, 1997, by and between SAUL HOLDINGS LIMITED PARTNERSHIP
(hereinafter referred to as "Landlord"), successor in interest to Avenel
Associates Limited Partnership, and ONCOR, INC., a Maryland Corporation
(hereinafter referred to as "Tenant").
WHEREAS, Landlord's predecessor and Tenant entered into that certain
Lease dated March 22, 1990, as amended by an Amendment to Lease dated February
25, 1991, a Second Amendment to Lease dated June 21, 1991, and a Third
Amendment to Lease dated October 15, 1996 (the "Lease"), for approximately
25,941 square feet in 209 Perry Parkway, Avenel Business Park, Gaithersburg,
Maryland 20877 ("Demised Premises"); and
WHEREAS, the parties hereto desire to enter into this Fourth
Amendment to Lease for the purposes hereinafter set out:
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. All terms used herein and defined in the Lease shall have the same
meaning as in the Lease unless otherwise defined herein.
2. Commencing on the Effective Date (as hereinafter defined), and
subject to the following sentence herein, the square footage of the Demised
Premises shall be increased by approximately 6,236 square feet of space, shown
cross-hatched in red on the site plan attached hereto as Exhibit A
("Additional Space"), for a total square footage of approximately 32,177.
Within ten (10) days of Landlord's receipt of Tenant's final plans and
specifications for the improvements to the Additional Space, as approved by
Landlord, Landlord's architect shall measure the space and Landlord shall
notify Tenant in writing of the actual square footage of the Additional Space.
All Rent and additional charges payable under the Lease, and as modified
herein, shall be adjusted accordingly. Upon the Effective Date, the Demised
Premises, as that term is defined and used in the Lease shall be deemed to
include the Additional Space.
3. Commencing May 1, 1997, Tenant's Base Rent shall be increased by an
additional $13.00 per square foot of additional Space, and Article 3 of the
Lease captioned Rent is hereby modified to change the Annual Base Rent payable
under the Lease to Four Hundred Five Thousand Three Hundred Thirty-two and
04/100 Dollars ($405,332.04), payable in equal monthly installments of
Thirty-three Thousand Seven Hundred Seventy-seven and 67/100 Dollars
($33,777.67). The increase in the Base Rent payable to Landlord herein is
subject to further modification upon verification of the square footage of the
Additional Space as provided in Paragraph 1 hereof.
4. Tenant is accepting the Additional Space in "as is" condition.
Tenant agrees that it has inspected the Additional Space and that no
representations have been made by Landlord as to the condition thereof except
as are expressly set forth in this Amendment.
5. (a) Landlord will provide Tenant with a construction allowance
("Construction Allowance") in an amount equal to the lesser of (i) the actual
amount expended by Tenant for the Tenant Improvements (as hereinafter defined)
to the Additional Space; or (ii) Eight and 50/100 Dollars ($8.50) per square
foot of Additional Space as an allowance toward construction of Tenant
Improvements. The Construction Allowance shall be utilized by Tenant for
architectural/engineering fees, permit and inspection fees and construction
costs for alterations to or additional improvements of the partitions, doors,
ceilings, fixtures, mechanical equipment, electrical system, sprinkler system
or other such permanent improvements to the Additional Space ("Tenant
Improvements") and shall be payable within thirty (30) days after Landlord's
receipt of written request of Tenant and Tenant's full compliance with all of
the requirements specified below. Within thirty (30) days of the Effective
Date, Tenant shall submit plans and specifications for the Tenant Improvements
to the Additional Space for Landlord's review and approval, in accordance with
Articles 8 and 9 of the Lease. Tenant shall observe and perform all of
Tenant's obligations under the Lease, as amended herein, from and after the
date the Additional Space is delivered to Tenant in the same manner as though
the Additional Space were deemed to be the Demised Premises as of the delivery
date. Landlord shall have no liability whatsoever for loss or damage to
Tenant Improvements or fixtures, equipment or other property of Tenant or
Tenant's contractors. It is expressly understood that Tenant shall, to the
fullest extent possible, perform or cause to be performed the Tenant
Improvements without causing any interference whatsoever with the activities
and business of adjoining tenants and the use of the common areas by tenants
and their customers, agents, invitees and licensees. The Tenant Improvements
shall be performed in accordance with the following requirements:
A. The Tenant shall provide lien waivers and copies of paid
invoices from all contractors, subcontractors and suppliers of materials for
all Tenant Improvements. Such invoices shall total or exceed the amount of
the Construction Allowance requested.
B. Tenant shall provide its own contractors to perform all the
Tenant Improvements except that Tenant shall utilize the Landlord's roofing
contractor for all roofing work or work involving penetrations of the roof
membrane.
C. The contractors, subcontractors or laborers employed in
connection with such work shall comply with any applicable law and reasonable
uniform work rules and regulations established by Landlord from time to time
for all tenant improvements.
D. Tenant, or its contractors and their subcontractors, shall
provide such insurance, bonding, or indemnification as Landlord may reasonably
require for its protection from negligence or malfeasance on the part of such
contractors and subcontractors.
E. In Landlord's reasonable judgment, such work of contractors or
subcontractors will not result in delays, stoppages or other action or the
threat thereof which may interfere with or delay the completion of other work
in the Building.
F. Landlord shall have the right to inspect the Tenant's work on a
regular basis.
G. Tenant shall be responsible for obtaining any permits,
certificates, or approvals from any state, federal or local government
necessary to enable Tenant to occupy the Additional Space and construct the
Tenant Improvements. All costs incurred in connection with obtaining such
permits, certificates or approvals shall be the sole responsibility of Tenant.
H. As provided in Article 9 of the Lease, Tenant shall save
Landlord harmless from and against all expenses, liens, claims or damages to
either property or person which may or might arise by reason of making the
Tenant Improvements.
(b) Tenant shall use good faith efforts to complete the Tenant
Improvements on or before May 31, 1997.
6. Provided Tenant is not in default of the terms and conditions of the
Lease either on the date of the Option Notice (as hereinafter defined) or on
the Option Effective Date (as hereinafter defined), then Tenant shall have the
right, with written notice to Landlord given no later than June 30, 1997
("Option Notice"), to lease additional space containing approximately 10,005
square feet as shown cross hatched in blue on Exhibit A ("Option Space").
(a) If Tenant exercises its option to lease the Option Space in
accordance with the provisions of this paragraph 6, then Tenant shall execute
and deliver to Landlord a lease amendment within ten (10) business days after
Landlord submits the same to Tenant, which shall include the following terms
and conditions:
(i) Effective forty (40) days after the date of the Option Notice
("Option Effective Date"), the square footage of the Demised Premises shall
be deemed increased by the square footage of the Option Space.
(ii) As of the Option Effective Date, Tenant's Annual Base Rent shall
be increased by $13.00 per square foot of Option Space.
(iii) Tenant is accepting the Option Space in "as is" condition.
Tenant agrees that it has inspected the Option Space and that no
representations have been made by Landlord as to the condition
thereof except as are expressly set forth in this Amendment.
(iv) Landlord will provide Tenant with a construction allowance
("Construction Allowance") in an amount equal to the lesser of (a)
the actual amount expended by Tenant for the Tenant Improvements
(as hereinafter defined) to the Option Space; or (b) Eight and
50/100 Dollars ($8.50) per square foot of Option Space as an
allowance toward construction of Tenant Improvements. The
Construction Allowance shall be utilized by Tenant for
architectural/engineering fees, permit and inspection fees and
construction costs for alterations to or additional improvements
of the partitions, doors, ceilings, fixtures, mechanical
equipment, electrical system, sprinkler system or other such
permanent improvements to the Option Space ("Tenant
Improvements") and shall be payable within thirty (30) days after
Landlord's receipt of written request of Tenant and Tenant's full
compliance with all of the requirements specified in Paragraph
5(a)A-H. Prior to commencement of the Tenant Improvements to the
Option Space, Tenant shall submit plans and specifications for the
Tenant Improvements to the Option Space for Landlord's review and
approval, in accordance with Articles 8 and 9 of the Lease.
Tenant shall observe and perform all of Tenant's obligations under
the Lease, as amended herein, from and after the date the Option
Space is delivered to Tenant in the same manner as though the
Option Space were deemed to be the Demised Premises as of the
delivery date. Landlord shall have no liability whatsoever for
loss or damage to Tenant Improvements or fixtures, equipment or
other property of Tenant or Tenant's contractors. It is expressly
understood that Tenant shall, to the fullest extent possible,
perform or cause to be performed the Tenant Improvements without
causing any interference whatsoever with the activities and
business of adjoining tenants and the use of the common areas by
tenants and their customers, agents, invitees and licensees. The
Tenant Improvements shall be performed in accordance with the
requirements set forth in Paragraph 5(a)A-H.
(b) Provided (i) Tenant is not then in default (beyond any applicable
cureperiod) in any of its obligations under this Lease, and (ii) Landlord
desiresto lease the Option Space (hereinafter defined) to any party, Landlord
agrees that, during the initial term of the Lease, Tenant shall have the right
of first offer to enter into a lease of the Option Space (the "Option Space")
in accordance with the terms and conditions set forth in this paragraph (b),
as follows:
(i) After receipt of a written proposal to lease the Option Space
from a prospective tenant or its agent ("Prospective Tenant") and prior to
entering into a lease with that Prospective Tenant for the Option
Space, Landlord shall send to Tenant an offer notice of the availability of
such space (the "OFFER NOTICE").
(ii) Within ten (10) business days after Tenant's receipt of the
Offer Notice, Tenant shall notify Landlord that Tenant either (1) agrees
to lease the Option Space, or (2) does not desire to lease the Option
Space and the Landlord shall have the right to lease the Option Space to
the Prospective Tenant. A failure by Tenant to timely elect the option
described in clauses (1) or (2) above shall be deemed a to be a waiver
by Tenant of any further right to lease the Option Space under this paragraph.
If Tenant elects the option described in clause (2) above, the Tenant
shall have additional first rights of offer provided that the Option Space
is not leased to the Prospective Tenant or the Option Space becomes
available during the initial term of the Lease and subject to the initial
or renewal occupancy by the Prospective Tenant.
(iii) If Tenant exercises its option to lease the Option Space
under this paragraph, then Tenant shall execute a lease
amendment embodying the terms set forth in the Offer
Notice, within ten (10) business days after Landlord
submits any such lease amendment to Tenant which shall
provide that the following terms and conditions
shall apply to the Option Space:
(a) The Premises shall be modified effective as of the date
falling 40 days after the date of the Offer Notice (the
"Option Effective Date") to increase the size of the
Demised Premises by approximately 10,005 rentable square
feet size.
(b) As of the Option Effective Date, the initial Base Rent for
the Option Space shall be the Initial Base Rent per square
foot set forth below for the year in which Tenant exercises
its option under this paragraph and such Initial Base Rent
shall be increased on the first day of each succeeding
Lease Year to the amounts set forth below.
OPTION EXERCISE DATE RENT PER SQUARE FOOT
Before February 1, 1998 $13.00
Before February 1, 1999 $13.50
Before February 1, 2000 $14.00
Before February 1, 2001 $14.50
Before February 1, 2002 $15.00
Before February 1, 2003 $15.50
Before February 1, 2004 $16.00
(c) The Annual Operating Costs shall be modified as of the
Option Effective Date to increase Tenant's Pro-Rata Share
of Annual Operating Cost to reflect the increased size of
the Demised Premises.
(d) Tenant agrees to accept the Option Space "as is" in its
then existing condition and Landlord shall have no
construction obligations with respect thereto.
However, the Landlord will provide Tenant with a
construction allowance ("Option Space Construction
Allowance") equal to the lesser of (a) the actual amount
expended by Tenant in remodeling and renovating the
Option Space or (b) an amount equal to $774.19 multiplied
by the number of full months remaining on the initial
term of the Lease from the Option Effective Date. The
Option Space Construction Allowance shall be used for the
construction of Tenant Improvements in the Option Space.
The Construction Allowance shall be payable within thirty
(30) days after request of Tenant and completion of all
of the requirements specified below. Tenant Improvements
shall include architectural/engineering fees, permit and
inspection fees, and construction costs for alterations
to or additional improvements of the partitions, doors,
ceilings, finishes, mechanical equipment, electrical
system, sprinkler system or other such permanent
improvements to the Option Space. Prior to commencement
of Tenant Improvements, Tenant shall submit plans and
specifications for the Tenant Improvements for the
Landlord's review and approval, in accordance with
Articles 8 and 9 of the Lease. The provisions,
requirements and conditions of subparagraphs (5)(a)A-H
above will apply to the Option Space Construction
Allowance.
(iv) Landlord may, at its option, in lieu of a narrative description
of the terms to be described in the Offer Notice, submit to
Tenant a lease amendment document setting forth the terms of
the proposed lease amendment for the Option Space in which event
Tenant's exercise of its option to lease the Option Space shall
be made by Tenant's execution of such lease amendment document
and its return to Landlord within the applicable time periods
set forth above. If Landlord does not submit a lease amendment
document to Tenant at the time the Offer Notice is given, and
Tenant exercises its option to lease the Option Space under such
terms, then Tenant shall execute a lease amendment embodying
terms set forth in the Offer Notice within ten (10) days after
Landlord submits any such lease amendment to Tenant, as provided
above.
(v) Tenant shall have no further right to lease the Option space
under this paragraph after Landlord enters into a lease of the
Option Space with the Prospective Tenant in accordance with this
paragraph unless the Option Space is vacated by the Prospective
Tenant during the initial term of the Lease.
(vi) Tenant's right to lease the Option Space shall be conditioned
upon Tenant's full and complete compliance with all of the terms
and conditions of the Lease prior to the date of any Offer
Notice, and Tenant's option to lease the Option Space shall
terminate when the initial term of the Lease expires or
terminates.
(c) Time shall be of the essence with respect to Tenant's right to lease
the Option Space and with respect to Tenant's fight of first offer under this
Paragraph 6.
7. Tenant's proportionate share of all taxes and assessments, insurance
and operating costs shall be adjusted in accordance with the provisions of
this Amendment.
8. Article 7 of the Third Amendment to Lease is hereby deleted in its
entirety.
9. The Effective Date is the date of this Amendment.
10. Except as modified hereby, the Lease shall remain in full force and
effect in accordance with its terms, and is hereby ratified, confirmed and
approved in all respects.
11. Any agreements, obligation or liability, made, entered into or
incurred by or on behalf of Landlord binds only its property and no
shareholder, trustee, officer, employee, director, partner or agent of the
Landlord assumes or shall be held to any liability therefor.
12. The provisions of this Amendment shall be binding upon the parties
hereto, their successors, and to the extent permitted under the Lease, their
assigns.
13. The submission of this Amendment for examination does not constitute
an agreement, an option or an offer, and this Amendment becomes effective only
upon execution and delivery thereof by Landlord. Captions and headings, if
any, are for convenience and reference only and shall not in any way define,
limit or describe the scope or content of any provision of this Amendment.
Whenever in this Amendment (i) any printed portion, or any part thereof, has
been stricken out, or (ii) any portion of the Lease (as the same may have been
previously amended) or any part thereof, has been modified or stricken out,
then, in either of such events, whether or not any replacement provision has
been added, this Amendment and the Lease shall hereafter be read and construed
as if from the text of the material so stricken out which would be
inconsistent in any way with the construction or interpretation which would be
appropriate if such material had never been contained herein or in the Lease.
WITNESS the following signatures and seals.
ATTEST: LANDLORD:
SAUL HOLDINGS LIMITED PARTNERSHIP
BY: SAUL CENTERS, INC.,
ITS GENERAL PARTNER
By:
- ---------------------- -----------------------------
(SEAL) Secretary Philip D. Caraci, President
ATTEST: TENANT:
ONCOR, INC.
By: [sig]
- ---------------------- -----------------------------
(SEAL) Secretary
Name:
----------------------------
Title:
----------------------------
<PAGE>
SECRETARY'S CERTIFICATE
I, JOHN COKER, Secretary of Oncor, Inc., a Maryland corporation, do hereby
certify (i) that the foregoing and annexed Lease was executed and delivered
pursuant to, and in strict conformity with the provisions of resolutions of
the Board of Directors of said Corporation validly adopted at a regularly
called meeting of said Board of Directors, and that a quorum was present at
said meeting (or validly adopted by unanimous written consent of said Board of
Directors in lieu of a meeting), in conformity with the laws of the state of
incorporation of said Corporation; and (ii) that the following is a true,
correct and complete reproduction of such resolutions:
RESOLVED: That CECIL KOST, President and JOHN COKER, Vice President
of the Corporation, shall be and is hereby authorized and empowered, for and
on behalf of the Corporation, to execute, acknowledge and deliver the
foregoing and annexed Fourth Amendment to Lease between Saul Holdings Limited
Partnership, as Landlord, and Oncor, Inc., as Tenant, for those certain
Premises located in the Building at 209 Perry Parkway, Avenel Business Park,
Gaithersburg, Maryland, at an annual Base Rental of approximately Four Hundred
Five Thousand Three Hundred Thirty-two and 04/100 Dollars ($405,332.04), as
well as any and all related documents, in order to expeditiously provide for
the leasing of such Premises, and in so doing, to make any and all related
changes therein or modifications thereof as he, in his sole discretion, acting
for and on behalf of the Corporation, shall deem necessary or advisable, and
all of the officers of the Corporation are hereby authorized, directed and
empowered to do any and all acts or things as shall be necessary or advisable
in order to effectuate the foregoing resolution.
[sig]
- -----------------------------------------
Printed Name: , Secretary
---------------------------------
Date
--------------------------------------------
(Corporate Seal)
