CHESTERBROOK CORPORATE CENTER
CBCC – LEE ROAD ACQUISITIONS, LLC,
Dated: May 26, 2023
11,564 Rentable Square Feet
TABLE OF CONTENTS
SCHEDULE OF EXHIBITS
FLOOR PLAN OF THE PREMISES
CONFIRMATION OF LEASE TERM
RULES & REGULATIONS
TENANT ESTOPPEL CERTIFICATE
CHESTERBROOK CORPORATE CENTER
THIS OFFICE LEASE (the “Lease”) is made as of May 26, 2023, by and between CBCC – LEE ROAD ACQUISITIONS, LLC, a Delaware limited liability company (hereinafter called “Landlord”), and ACLARIS THERAPEUTICS, INC., a Delaware corporation (hereinafter called “Tenant”).
Confirmation shall not prevent the occurrence of the Commencement Date or the commencement of the term of this Lease.
Annual Minimum Rent Per Rentable Square Foot**
Monthly Minimum Rent**
Commencement Date - End of the 12th Full Calendar Month following the Commencement Date*
Month 13 - 24
Month 25 - 36
Month 37 - 48
Month 49 - 60
Month 61 - 64
*Notwithstanding the Minimum Rent amounts stated during this period in this table, Landlord agrees to abate the Minimum Rent otherwise due for the first four (4) full calendar months of the term of this Lease (the “Minimum Rent Abatement Period”), in the amount of $30,114.58 per month, for a total rent abatement of $120,458.32 (the “Aggregate Abatement Amount”). The first day of the term of this Lease immediately after the expiration of the Minimum Rent Abatement Period shall be referred to herein as the “Rent Commencement Date”. In the event of any default by Tenant under this Lease that is not cured within the applicable grace period(s) therefor, such abatement of Minimum Rent shall be revoked, null and void and, in addition to any other remedies set forth in this Lease, the unamortized portion of the Aggregate Abatement Amount shall immediately become due and payable to Landlord. For purposes of the foregoing, Aggregate Abatement Amount shall be amortized on a straight-line basis over the initial term of this Lease. All of the Aggregate Abatement Amount that remains unamortized as of any scheduled or earlier termination of the Lease shall be the “unamortized portion of the Aggregate Abatement Amount”.
** The foregoing Minimum Rent schedule reflects the parties’ agreement to round off to two (2) decimal places the Annual Minimum Rent Per Rentable Square Foot figure calculated using the agreed annual escalation rate of 2.5% per annum.
Minimum Rent shall be payable during the term hereof, in advance, in the monthly installments as set forth above, without demand, offset, abatement, diminution or reduction. The first installment, in the amount of $30,114.58, shall be payable on or before the Commencement Date and subsequent installments shall be payable on the first day of each successive month of the term hereof following the month in which the Rent Commencement Date occurs.
shall not excuse delay upon subsequent occasions, or constitute, or be construed as, a waiver of any of Landlord’s rights hereunder. At all times that Landlord shall direct Tenant to pay rent or other sums to a “lockbox” or other depository whereby checks, wire transfers or direct deposits issued in payment of rent or other sums are initially cashed or deposited by a person or entity other than Landlord (albeit on Landlord’s authority), then, for any and all purposes under the Lease: (i) Landlord shall not be deemed to have accepted such payment until ten (10) days after the date on which Landlord shall have actually received such funds, and (ii) Landlord shall be deemed to have accepted such payment if (and only if) within said ten (10) day period, Landlord shall not have refunded (or attempted to refund) such payment to Tenant (and such refund or attempted refund by Landlord shall be deemed to constitute conclusive evidence that the processing of such payment by the applicable depository did not constitute an acceptance of payment by Landlord, or an accord and satisfaction of any kind). Nothing contained in the immediately preceding sentence shall be construed as a failure by Tenant to timely pay rent or to place Tenant in default of Tenant’s obligation to pay rent or other sums (or to incur any late charges, fees, or interest) if and for so long as Tenant shall timely pay the rent or other sums required pursuant to the Lease in the manner designated by Landlord.
to the foregoing, Tenant shall be responsible to pay when due all taxes imposed upon all personal property of Tenant.
Landlord shall maintain complete and accurate books and records of Operating Expenses and Taxes in a condition capable of being audited by Tenant. Within sixty (60) days after Tenant receives any Expense Statement, and not more than once in any twelve (12) month period, Tenant may contest such Expense Statement by notice to Landlord, which notice shall specify the particular areas of Operating Expenses and Taxes that Tenant desires to contest. If no such contest is made by notice to Landlord delivered within the timeframe described herein, such statement shall be binding upon Tenant in all respects. If Tenant timely contests such statement, Tenant shall have the right to inspect and examine, during normal business hours, Landlord’s books of account and records pertaining to the Operating Expenses and Taxes for the calendar year in question, all at Tenant’s sole cost and expense. Such inspection or audit shall be conducted by an independent certified public accountant, having at least ten (10) years of experience in auditing the operating expenses of commercial office buildings and in no event compensated on a contingent fee or bonus basis. Such inspection shall be conducted in Landlord’s office address described herein, at Tenant’s expense, and shall be completed, with notice to Landlord of the results thereof and Tenant’s intention to dispute Landlord’s Expenses Statement based on such results, by no later
than sixty (60) days after the date of Tenant’s notice of contest delivered to Landlord pursuant to the foregoing provisions of this Section. Landlord shall cooperate with Tenant during each inspection and audit, including making Landlord’s agents available to Tenant as may be reasonably necessary to conduct such inspection or audit. Landlord may have an agent or employee present during such inspection and audit. If the contest ultimately results in a determination binding upon Landlord and Tenant that Tenant has overpaid Landlord for its share of Operating Expense or Taxes, such overpayment shall be applied by Landlord against installments of Minimum Rent next coming due and payable under this Lease after the date such contest is so resolved. If Tenant’s Proportionate Share of the total Operating Expenses and Taxes for the year in question as determined by Landlord and reported to Tenant is ultimately determined to be five percent (5%) greater than the amount Tenant would have otherwise had to pay in accordance with this Lease, then Landlord shall pay the reasonable audit costs actually incurred by Tenant, within thirty (30) days after Landlord’s receipt of Tenant’s written demand. This Section 4.3 shall survive the expiration or earlier termination of this Lease.
agrees that Tenant shall be responsible for security of the Premises and the security and safety of Tenant’s employees, invitees, officers, directors, contractors, subcontractors and agents. In furtherance of the foregoing, Landlord assumes no liability or responsibility for Tenant’s personal property whether such are located in the Premises or elsewhere in the Building or the Property. Tenant further acknowledges that Landlord may (but shall have no obligation to) alter current security measures in the Building, and Tenant agrees that it shall cooperate fully, and shall cause its employees and invitees to cooperate fully, with any requests of Landlord in connection with the implementation of any new security procedures or other arrangements. Tenant agrees to cooperate in any reasonable safety or security program developed by Landlord or required by Governmental Requirements.
material or labor claimed to have been furnished to the Premises on Tenant’s behalf (except for work contracted for by Landlord), (ii) shall deliver to Landlord satisfactory evidence thereof, and (iii) shall indemnify and hold harmless Landlord from any loss incurred in connection therewith. If Tenant fails to discharge the lien, then, in addition to any other right or remedy of Landlord, Landlord may bond or insure over the lien or otherwise discharge the lien. Tenant shall, within ten (10) days after receipt of an invoice from Landlord, reimburse Landlord for any amount paid by Landlord, including reasonable attorneys’ fees, to bond or insure over the lien or discharge the lien.
or illegal activity; (10) if a proposed sublet involves more than twenty percent (20%) of the Premises (or, if such proposed sublet would result in more than twenty percent (20%) of the Premises, in the aggregate, being subject to one or more subleases); (11) if the proposed user is subject to sovereign immunity, or (12) if any Mortgagee or Ground Lessor (as defined in Paragraph 13.2) withholds, conditions or delays its consent to a proposed assignment or sublease pursuant to a right to do so under such mortgage, deed to secure debt, deed of trust or other similar security instrument or under any underlying lease. If Landlord consents to a Transfer, such consent, if given, will not release Tenant from its obligations hereunder and will not constitute a consent to any further Transfer. Tenant shall furnish to Landlord, in connection with any request for such consent, reasonably detailed information as to the identity and business history of the proposed assignee or subtenant, as well as the proposed effective date of the Transfer and, prior to the execution thereof, a complete set of the final documentation governing such Transfer, all of which shall be satisfactory to Landlord in form and substance. If Landlord consents to any such Transfer, the effectiveness thereof shall nevertheless be conditioned on the following: (i) receipt by Landlord of a fully executed copy of the full documentation governing the Transfer, in the form and substance approved by Landlord, (ii) any subtenant shall acknowledge that its rights arise through and are limited by the Lease, and shall agree to comply with the Lease (with such exceptions as may be consented to by Landlord including, without limitation, an agreement by subtenant to pay all Minimum Rent and additional rent directly to Landlord upon Landlord’s written request therefor), and (iii) any assignee shall assume in writing all obligations of Tenant hereunder from and after the effective date of such Transfer. Tenant shall not advertise or otherwise disseminate any information regarding the Building or the Premises (including, without limitation, rental rates or other terms upon which Tenant intends to Transfer) to potential assignees and/or subtenants without in each instance obtaining Landlord’s prior written approval and consent as to the specific form and content of any such advertisement, statement, offering or other information (including, without limitation, approval of rental rates and terms). Landlord’s acceptance of any name for listing on the Building Directory will not be deemed, nor will it substitute for, Landlord’s consent, as required by this Lease, to any Transfer, or other occupancy of the Premises. Tenant shall not mortgage or encumber this Lease, or otherwise collaterally assign its leasehold interest hereunder.
Tenant shall submit an additional request to Landlord, setting forth the same information and further notifying Landlord on such request, on a covering letter in all capital letters and bold-face type, that Landlord’s failure to respond or request additional information from Tenant within an additional ten (10) business days shall be deemed an approval (such notice is hereinafter referred to as an “Automatic Approval Notice”). If Landlord fails to respond or request additional information from Tenant within such additional ten (10) business days, such failure to so respond shall be deemed a consent to the Transfer. If Landlord requests additional information, Landlord shall respond within the later of (i) ten (10) business days after receipt of all requested information, or (ii) the expiration of the thirty (30) day period set forth above; and Landlord’s failure to do so shall be deemed a consent to the Transfer so long as such additional information shall include (on a covering letter in all capital letters and in bold-face type) an Automatic Approval Notice. If Landlord consents to any such Transfer, such consent shall be given on Landlord’s form of consent (which consent shall include, among other things, an acknowledgment by the transferee that its rights arise through and are limited by the Lease, that the transferee agrees to comply with the Lease (with such exceptions as may be consented to by Landlord), and a written acknowledgment by Tenant evidencing that Tenant is not released from its obligations under this Lease), which consent document shall be executed by Tenant and the transferee of Tenant. It shall nevertheless be a condition to the deemed effectiveness thereof that Landlord be furnished with a fully executed copy of the full documentation governing the Transfer, in the form and substance approved by Landlord, and that Tenant shall pay Landlord’s actual and reasonable, out-of-pocket expenses (including, without limitation, the Transfer Fee) in connection with the proposed Transfer. It shall not be unreasonable for Landlord to object to Transfer document provisions which, inter alia, attempt to make Landlord a party to the Transfer document or impose any obligation on Landlord to the subtenant.
stock, general or limited partnership interest, or other legal or beneficial ownership interest owned by Tenant or the Parent Company, or (iii) an entity which, pursuant to applicable state law, is the surviving entity in a merger, consolidation or reorganization involving Tenant or is the purchaser of all or substantially all of Tenant’s assets and business as a going-concern. The effectiveness of such Transfer to an Affiliate of Tenant shall nevertheless be conditioned on Tenant delivering to Landlord all of the following: (i) such evidence as reasonably required by Landlord to enable Landlord to confirm that the proposed transaction is in fact permitted without Landlord’s consent pursuant to the terms of this Paragraph 7.6, (ii) an assumption agreement or sublease (as the case may be) reasonably acceptable to Landlord executed by Tenant and the transferee which shall include, without limitation, an agreement by the assignee or sublessee (as applicable) in form reasonably satisfactory to Landlord to be bound by all of the terms and conditions of this Lease as well as an express restatement and confirmation by Tenant and such assignee or sublessee of the Confession of Judgment provisions set forth in Paragraph 12.10 of this Lease, (iii) a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease, and (iv) if there is a guaranty of this Lease, a confirmation of such guaranty by the guarantor hereunder, or, in the event the applicable transfer results in a change of control (directly or indirectly) of Tenant, Tenant delivers to Landlord a new guaranty (on the same form as the existing guaranty) from an entity reasonably acceptable to Landlord. Further, a Transfer under this Paragraph 7.6 shall be permitted without Landlord’s consent only if (x) all of the conditions set forth in clauses (1) through (13) of Paragraph 7.1 above are satisfied, (y) the proposed sublease or assignment is made for a legitimate business purpose and not to circumvent the provisions of this Section 7, and (z) in the event of a transfer to any successor entity pursuant to clause (iii) of the first sentence of this Paragraph 7.6, the tangible net worth of the successor entity after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant.
application of adequate insurance proceeds for repair or restoration, this Lease shall, at the sole option of Landlord, exercisable by written notice to Tenant given within sixty (60) days after Landlord is notified of the casualty and to the extent thereof, be terminated as of a date specified in such notice (which shall not be more than ninety  days thereafter), and the rent (taking into account any abatement as aforesaid) shall be adjusted to the termination date and Tenant shall thereupon promptly vacate the Premises. Furthermore, in the case of any such casualty, Landlord shall promptly furnish to Tenant an estimate from a reputable contractor selected by Landlord of the necessary time for completion of the repair and restoration of the Building (such estimated time for completion of the repair and restoration of the Building is hereinafter referred to as the “Estimated Time”). If the Estimated Time exceeds one hundred eighty (180) days, Tenant may, but only within twenty (20) days after Tenant’s receipt of the notice of the Estimated Time, terminate this Lease by written notice to Landlord. If Tenant does not so terminate, this Lease (subject to the provisions set forth herein) shall remain in effect regardless of whether the actual time for completion of the repair and restoration of the Building differs from the Estimated Time; provided, however, in the event the repair and restoration of the Building is not completed within sixty (60) days after the expiration of the Estimated Time (calculated from the date Tenant received the notice of the Estimated Time from Landlord), Tenant shall have the further right to terminate this Lease by written notice to Landlord, but only within twenty (20) days after the expiration of such sixty (60) day period. In the event of a casualty occurring during the last twelve (12) months of the term of this Lease resulting in damage which (i) renders the Premises untenantable, and (ii) cannot be repaired within one hundred eighty (180) days after the casualty; then Tenant may, upon written notice to Landlord given within ten (10) business days after Tenant’s receipt of written notice from Landlord of such casualty, terminate this Lease.
Tenant’s indemnity obligations as aforesaid shall not be limited or affected by the provisions of any Worker’s Compensation Acts, disability benefits acts or other employee benefits acts or similar acts or statutes.
Tenant assumes all risk of loss of any or all of its personal property. Each of the foregoing policies shall require the insurance carrier to give at least fifteen (15) days prior written notice to Landlord and to any mortgagee named in an endorsement thereto of any cancellation or non-renewal thereof. Tenant shall lodge with Landlord at or prior to the commencement date of the term hereof evidence of the insurance required hereunder acceptable to Landlord, which evidence shall include, if required by Landlord, a duplicate original of such commercial general liability insurance policy, certificates of insurance for Personal Property Insurance and such workers’ compensation insurance, and duplicate originals or certificates of such insurance that Landlord may require Tenant to carry from time to time, and shall lodge with Landlord renewals thereof at least fifteen (15) days prior to expiration. Any endorsements contemplated under this Section to the insurance policies described herein may be in the form of one or more blanket endorsements, copies of which shall be provided to Landlord together with Tenant’s initial, and each renewal, certificate of insurance required hereunder.
SATISFIED ONLY (I) OUT OF THE PROCEEDS OF SALE RECEIVED UPON LEVY AGAINST THE RIGHT, TITLE AND INTEREST OF LANDLORD IN THE BUILDING, AND/OR (II) TO THE EXTENT NOT ENCUMBERED BY A SECURED CREDITOR, OUT OF THE RENTS OR OTHER INCOMES RECEIVABLE BY LANDLORD FROM THE BUILDING.
rent adjusted to such date and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease.
in addition to all other rights and remedies available to it by law or equity or by any other provisions hereof, may at any time thereafter, without notice, have the option to pursue any one or more of the remedies set forth in Paragraph 12.2, at law or in equity.
The following words and phrases as used in this Paragraph 12.2(iv) shall have the following meanings:
(x)The “worth at the time of the award” as used in Paragraphs 12.2(iv)(a) and (b) shall be computed by allowing interest at the Default Rate.
(y)The “worth at the time of the award” as used in Paragraph 12.2(iv)(c) shall be computed by discounting the amount at the discount rate of eight percent (8%) per annum; and
(z)The term “time of the award” shall mean either the date upon which Tenant pays to Landlord the amount recoverable by Landlord as set forth above or the date of entry of any determination, order or judgment of any court or arbitration board, whichever first occurs.
shall not affect any other right or remedy available to Landlord as a result of a failure by Tenant to make any payment as required under this Lease.
BROUGHT BY EITHER OF THEM AGAINST THE OTHER ARISING OUT OF THIS LEASE, OR THE USE AND OCCUPANCY OF THE PREMISES. TENANT HEREBY WAIVES THE RIGHT TO INTERPOSE ANY NON- MANDATORY COUNTERCLAIM IN ANY SUMMARY PROCEEDING BROUGHT BY LANDLORD AFTER AN EVENT OF DEFAULT, PROVIDED THAT (1) TENANT WILL NOT BE DEEMED TO HAVE WAIVED THE RIGHT TO ASSERT ANY SUCH NON-MANDATORY COUNTERCLAIM AS A DIRECT CLAIM AGAINST LANDLORD IN A SEPARATE ACTION AGAINST LANDLORD, AND (2) TENANT SHALL NOT SEEK TO CONSOLIDATE SUCH SEPARATE PROCEEDING WITH ANY SUCH SUMMARY PROCEEDING BROUGHT BY LANDLORD AGAINST TENANT.
12.13Landlord Default. Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance of any obligation required to be performed by Landlord pursuant to this Lease if Landlord fails to perform such obligation within thirty (30) days after the receipt of notice from Tenant specifying in detail Landlord’s failure to perform: provided, however, that if the failure cannot reasonably be cured within such thirty (30) day period, Landlord shall not be in default if Landlord commences to cure the failure within such thirty (30) day period and thereafter diligently and in good faith proceeds to cure the failure until completion. Upon any such default by Landlord under this Lease, and except as otherwise specifically provided in this Lease to the contrary, if the repair, replacement or other action required to be taken to cure such Landlord default does not adversely affect the structure of the Building and does not adversely affect the mechanical, electrical, plumbing or other base building systems (or, if such systems are adversely affected, they serve only the Premises), then upon written notice to Landlord, Tenant shall have the right to effect such repair or replacement, or pursue such other action as may reasonably be necessary in order to correct the condition, subject to Tenant’s strict compliance with any and all Governmental Requirements and in accordance with the requirements governing work by Tenant’s contractors as set forth in Exhibit “F”, and otherwise in accordance with the terms and conditions of this Lease. Landlord shall reimburse Tenant for all of the reasonable costs and expenses incurred by Tenant in connection with any such foregoing remedial activities within thirty (30) days after Landlord’s receipt of Tenant’s written demand therefor, together with reasonably detailed documentation supporting Tenant’s claim for payment with respect to the expenses incurred (and paid) by Tenant. If Landlord refuses or fails to repay such amount within the thirty (30)-day time period provided above, Tenant’s sole remedy will be an action for damages against Landlord, it being agreed that Tenant has no offset rights against rent for any amounts reimbursable to Tenant under this Section. In no event shall Landlord be liable for any consequential or punitive damages.
but in confirmation of such subordination, Tenant shall, within ten (10) days after request, execute, acknowledge and deliver to Landlord or to any Ground Lessor or Mortgagee, any instrument or instruments that Landlord may reasonably require acknowledging such subordination. Tenant shall, upon demand, at any time or times, execute, acknowledge and deliver to Landlord or to any Ground Lessor or Mortgagee, as applicable, without expense, any and all instruments that may be necessary to make this Lease superior to the lien or security title or interest of any Mortgage or Ground Lease. If a holder of any Mortgagee or Ground Lessor, as applicable, or any other person or entity succeeding to the interests of such Mortgagee or Ground Lessor, shall hereafter succeed to the right of Landlord under this Lease, Tenant shall, at the option of such successor, attorn to and recognize such successor as Tenant’s landlord under this Lease without change in the provisions hereof and shall promptly execute and deliver any instrument that may be necessary to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between each successor Landlord and Tenant, subject to all of the terms, covenants and conditions of this Lease; provided, however, that such successor shall not be liable for or bound by (i) any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment (other than for estimated payments of Tenant’s Proportionate Share to Operating Expenses and Taxes, (ii) any amendment or modification to or termination of this Lease not in conformity with any such Mortgage or Ground Lease of which Tenant has actual knowledge, (iii) any act, omission or default by Landlord under this Lease (but such successor shall be subject to the continuing obligations of the Landlord hereunder first arising from and after such succession to the extent of such successor’s interest in the Building) or (iv) any credits, claims, counterclaims, setoffs or defenses which Tenant may have against Landlord, except as expressly set forth in this Lease. If Landlord or such Mortgagee or Ground Lessor shall so request, Tenant shall send to any Mortgagee or Ground Lessor of the Building designated by Landlord, a copy of any notice given by Tenant to Landlord alleging a material breach by Landlord in its obligations under this Lease.
Landlord shall use commercially reasonable efforts to obtain a SNDA from Landlord’s current Mortgagee on its current Mortgagee’s form, within sixty (60) days after the effectiveness of this Lease. For purposes of this Lease, “SNDA” means a Subordination, Non-Disturbance and Attornment Agreement under which, among other things (i) this Lease shall be subject and subordinate to the lien of such Mortgagee’s mortgage; (ii) the rights of Tenant under this Lease shall not be adversely affected or modified by foreclosure or the exercise of any other right or remedy by the Mortgagee so long as Tenant shall not be in default under any of the provisions of this Lease beyond any applicable period of cure; (iii) Tenant shall accept a cure of any default by Landlord hereunder from such Mortgagee; and (iv) Tenant shall attorn to and recognize the Mortgagee or any purchaser at a foreclosure sale or other successor-in-interest to Landlord as Tenant’s landlord hereunder. In addition, Landlord shall use commercially reasonable efforts to obtain a SNDA from each future Mortgagee on such future Mortgagee’s form. Tenant’s obligations under, and the self-operative subordination of, this Lease shall not be affected by Landlord’s failure to obtain a SNDA from its current or any future Mortgagee. Tenant covenants and agrees to execute and deliver to Landlord or to the Mortgagee each SNDA within ten (10) business days after a written request therefor. In any event, Tenant shall pay to Landlord (within ten (10) business days after any request therefor), as additional rent, all costs and expenses incurred by and/or charged to Landlord in connection with Landlord’s efforts to secure each SNDA, including, without limitation, all costs, charges and expenses of each Mortgagee and all of
Landlord’s reasonable legal fees and costs, regardless of whether Landlord is ultimately successful in obtaining such SNDA.
CBCC – Lee Road Acquisitions, LLC
c/o Rubenstein Partners
2929 Arch Street
Philadelphia, Pennsylvania 19104-2868
Attention: Eric G. Schiela
R. Bruce Balderson, Jr., Esq.
With a required copy simultaneously to:
RPO Property Management, LLC
c/o Rubenstein Partners
2929 Arch Street
Philadelphia, Pennsylvania 19104-2868
Attention: Salvatore Dragone, Director of Property Management
Prior to the Commencement Date:
640 Lee Road, Suite 200
Wayne, PA 19087
Attention: Legal Department
Following the Commencement Date:
Aclaris Therapeutics, Inc.
701 Lee Road, Suite 103
Wayne, PA 19087
Attention: Legal Department
or at such other address or to the attention of such other person as either party may hereafter give the other for such purpose (and either party may, upon not less than five (5) business days’ prior written notice to the other, substitute and/or add new persons and/or addresses to which all notices hereunder shall be directed). Notices will be deemed to have been given (a) when so delivered (by hand delivery, courier service or facsimile transmission as aforesaid), or (b) three days after being so mailed (by registered or certified mail as aforesaid), but will in all events be deemed given no later than the date of actual receipt or refusal of delivery. Tenant hereby appoints as an agent of Tenant to receive the service of all dispossessory or distraint proceedings and notices thereunder the person in charge of or occupying the Premises at the time, and, if no person shall be in charge of or occupying the same, then such service may be made by attaching the same on the main entrance of the Premises; provided a copy of such notice is provided to Tenant as required above.
thereof or of Tenant’s right of possession of the Premises, such tenancy shall (without limitation on any of Landlord’s rights or remedies therefor) be a tenancy-at-sufferance at a minimum monthly rent equal to one hundred fifty percent (150%) of the Minimum Rent and shall continue to be responsible for any actual additional rent payable and other charges (without markup or increase) payable with respect to this Lease. Nothing contained herein shall grant Tenant the right to holdover after the term of this Lease has expired, and if Tenant holds over after the term of this Lease has expired for more than (i) thirty (30) days, provided Landlord received written notice from Tenant of its intended holdover at least sixty (60) days prior to the scheduled expiration or sooner termination of this Lease, or (ii) fourteen (14) days, in the absence of such sixty (60) day notice from Tenant, then Tenant shall be responsible for, and indemnify, defend and hold harmless Landlord from and against, all losses, liabilities, costs and damages sustained by Landlord by reason of such retention of possession, including without limitation any termination or other loss of a lease for the Premises by a replacement tenant due to delay in delivery of the Premises to the new tenant.
Tenant. Under such circumstances, except as set forth in Paragraph 2 above and Exhibit “F” hereto relating to a “Tenant Delay”, no such failure to give possession shall in any other respect affect the validity of this Lease or any obligation of the Tenant hereunder (except as to the date of commencement of accrual of rent). Notwithstanding the foregoing, if Landlord does not deliver possession of the Premises to Tenant in the required condition specified in Exhibit “F” within forty-five (45) days after the Target Commencement Date, subject to extension for each day of Tenant Delay and/or force majeure event (as defined in Subsection 26.4) (the “Outside Delivery Deadline”), then Tenant shall, in addition to any other rights and remedies Tenant may have under the terms of this Lease, be entitled to one (1) day of abatement of Minimum Rent for each day of such delay starting on the Outside Delivery Deadline until the Commencement Date occurs.
Tenant shall have the sole obligation, at its own expense, to obtain substitute telecommunications service.
Landlord and the telecommunications service provider. Without limiting the generality of Paragraph 18.2 above, Landlord shall have no liability in the event that a telecommunications service provider is unable to provide service to Tenant as a result of the expiration or early termination of the telecommunications license agreement or the exercise by Landlord of any of its rights under the telecommunications license agreement.
by the party against whom enforcement of the change, modification, discharge, waiver or abandonment is sought. Notwithstanding the foregoing, no warranty, representation, covenant, writing, document, instrument, amendment, modification, agreement or like instrument shall be binding upon or enforceable against Landlord unless executed by Landlord.
shall pay such commission to each of the Brokers pursuant to (and subject to the terms of) a separate agreement between Landlord and each of the respective Brokers.
Premises for the term of this Lease without hindrance or obstruction by Landlord or any other person claiming by, through or under Landlord, subject to the terms and conditions of this Lease, and to any mortgage or ground lease which is superior to this Lease.
expiration or earlier termination of the Lease, or any dispossession of Tenant, survive such expiration, termination or dispossession (and shall not be merged therein).
[Signatures appear on next page]
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties hereto have caused this Office Lease to be executed by their duly authorized representatives the day and year first above written.
CBCC – LEE ROAD ACQUISITIONS, LLC,
a Delaware limited liability company
/s/ Brian Simel
Name: Brian Simel
Title: Authorized Signatory
ACLARIS THERAPEUTICS, INC.,
a Delaware corporation
/s/ Douglas Manion
Name: Douglas Manion
Title: President & CEO
INDEX OF CERTAIN DEFINED TERMS
(Intentionally omitted pursuant to Regulation S-K, Item 601(a)(5))
The following Special Stipulations are attached to, and shall form a part of, the Lease to which this Exhibit “B” is attached. In the event of any conflict between the terms and conditions of any of the following Special Stipulations and the terms and conditions of the main text of this Lease (or of any of the other Exhibits to this Lease), the terms and conditions of these Special Stipulations shall control. In addition to any other terms whose definitions are fixed and defined by these Special Stipulations, all other capitalized terms used herein shall have the same meaning ascribed to them as set forth in the main text of this Lease or any of the other Exhibits.
|a.||Grant of Option. Tenant is hereby granted the right and option (the "Extension Option") to extend the term of the Lease for one (1) additional period of five (5) years (each, an "Extension Term") such Extension Term to commence on the expiration of the initial term of the Lease and to expire on the last day of the sixtieth (60th) complete calendar month thereafter, provided that:|
|i.||At the time Tenant’s Conditional Extension Notice (as defined below) is received by Landlord, at the time Tenant’s Unconditional Extension Notice (as defined below) is received by Landlord, and at the time the Extension Term commences, the Lease shall be in full force and effect and there shall exist no Event of Default by Tenant or event which with the passage of time, the giving of notice or both, would constitute an Event of Default by Tenant;|
|ii.||Tenants Unconditional Extension Notice shall specifically state that Tenant grants the warrants of attorney to Landlord to confess judgment against it and shall restate in its entirety Paragraph 12.10 of the Lease relating to such matters;|
|iii.||The Extension Option, when effectively exercised, shall apply to the entire then-current Premises; and|
|iv.||The Extension Option is personal to Tenant and may only be exercised by Tenant and not by any assignee of the Lease or subtenant of all or any portion of the Premises (except an Affiliate), whether or not Landlord has consented to such assignment or subletting. The Renewal Option may not be exercised if Tenant has assigned this Lease or subleased more than twenty-five percent (25%) of the Demised Premises.|
|b.||Procedure. If Tenant wishes to exercise an Extension Option, Tenant shall follow the following procedure:|
|i.||Tenant shall give written notice ("Tenant’s Conditional Extension Notice") to Landlord on or before the date that is nine (9) full calendar months prior to the expiration of the initial term of the Lease (but not before|
|the date that is fifteen (15) full calendar months prior to the expiration of the initial term of the Lease), stating that Tenant desires to preserve its right to exercise the Extension Option.|
|ii.||Within thirty (30) days after receiving Tenant’s Conditional Extension Notice, Landlord shall give Tenant, in writing, notice ("Landlord’s Response") which shall include: (i) Landlord’s then offered rental rates and annual escalations applicable to the Extension Term (collectively, the "Prevailing Market Rate", the calculation of which Prevailing Market Rate is described below), (ii) the leasehold improvement allowance, if any, and other tenant-incentives, if any, which Landlord is at that time customarily offering to tenants of the Building whose leases are expiring, and (iii) provisions relating to additional rent (including Tenant’s Proportionate Share of Operating Expenses); all as adjusted by Landlord to reflect the time periods covered by, and length of, the Extension Term.|
For purposes hereof, the "Prevailing Market Rate" shall mean the rent to be paid by new tenants and by existing tenants of comparable space under extensions of existing leases where the rent for the extension term thereunder is to be determined at the time of extension. The effective date of such rentals of comparable space shall be within one (1) year preceding the date of Landlord’s Response. For purposes of this Exhibit Section 1, "comparable space" shall mean tenancies of space in the Building of similar size, term and location (adjusted on a square foot basis to reflect the rentable square footage of the Premises), and if no such comparable space has been leased by Landlord in the Building within the one (1) year preceding the date of Landlord’s Response, then "comparable space" shall mean space of similar size, term and location in comparable office buildings (based on buildings of comparable quality and location in the Wayne and King of Prussia, PA sub-markets, including without limitation the Building and Corporate Center). If the manner of charging utilities, Operating Expenses or Taxes, or other items of escalation to tenants in comparable buildings used to determine the Prevailing Market Rate, whether owned by Landlord (or any Landlord affiliate) or other landlords, is different from that set forth in this Lease, Landlord shall make an adjustment to the Prevailing Market Rate to take such difference into account and shall make further adjustments for relevant differences such as size of space, term, location and incentives for initial occupancy (and the inapplicability of such incentives in the case of extensions).
|iii.||If Tenant wishes to exercise the Extension Option, Tenant must, thirty (30) days after receiving Landlord’s Response, give written unconditional notice ("Tenant’s Unconditional Extension Notice") to Landlord, stating that Tenant is exercising the Extension Option. Tenant’s Unconditional Extension Notice shall constitute Tenant’s agreement with all of the terms and conditions of Landlord’s Response. Notwithstanding the foregoing, if, within thirty (30) days after receiving Landlord’s Response, Tenant gives written notice to Landlord that Tenant wishes to exercise the Extension Option but does not agree with Landlord’s determination of the Prevailing Market Rate, then, Landlord and Tenant shall, for a period of thirty (30) days from and after the date that Landlord receives such notice from Tenant (such 30 day period being the “Negotiation Period”), meet with each other|
Exhibit B – Page 2
|and negotiate in good faith the Prevailing Market Rate using the criteria set forth in this Exhibit Section 1. If the parties are unable to agree upon the Prevailing Market Rate during the Negotiation Period, Tenant shall be deemed to have delivered Tenant’s Unconditional Extension Notice and to have agreed with the terms and conditions set forth in Landlord’s Response, unless Tenant, no later than 5:00pm local time on the last day of the Negotiation Period, delivers written notice to Landlord withdrawing its exercise of the Extension Option (in which case the Extension Option shall be null and void).|
|c.||Terms of Option. If the Extension Option is effectively exercised, all of the terms and conditions contained in the Lease shall continue to apply during the Extension Term, except that:|
|i.||There shall be no further right of extension beyond the one (1) Extension Term;|
|ii.||There shall be no rent abatements, construction allowances, or other concessions for or with respect to the Extension Term (except to the extent the same were contained in Landlord’s Response) and no leasing or other brokerage commissions shall be payable by Landlord (other than to Landlord’s broker, if any) unless otherwise agreed to in writing by Landlord; and|
|iii.||The annual minimum rent during the Extension Term shall be as set forth in Landlord’s Response (or as otherwise agreed upon by the parties during the Negotiation Period, as the case may be), and all annual minimum rent and all additional rent for and during the Extension Term shall be paid in the manner and at the times required by the Lease.|
|d.||Failure to Exercise. In the event Tenant fails to provide to Landlord (i) Tenant’s Conditional Extension Notice, or (ii) Tenant’s Unconditional Extension Notice, in either case, in the manner and within the applicable time period set forth herein, the Extension Option shall automatically and immediately terminate and Tenant shall have no other Extension Option. In such event, the Extension Options (and this Exhibit Section 1) shall be of no force or effect and Landlord shall be free to lease the Premises to any other person or entity, on whatever business terms Landlord may choose.|
|e.||Time of the Essence. Landlord and Tenant agree that all time periods and deadlines contained in this Extension Option are of the essence.|
Exhibit B – Page 3
(Intentionally omitted pursuant to Regulation S-K, Item 601(a)(5))
For purposes of this Exhibit, capitalized terms shall have the meanings ascribed to them in the Lease unless otherwise defined herein.
The term “Building Standard” or “Building Standards” shall mean the quality and quantities of materials shown for a given category on the Annex attached hereto (if applicable), or otherwise, typically employed by Landlord for standard improvements elsewhere in the Building (if no Annex is attached hereto).
The term “Preliminary Plans” shall mean the preliminary space plan for the Tenant Improvements prepared by RJH Associates, PC (the “Architect”), identified as First Floor – SK5, Project No. 2023-0159, last revised May 16, 2023.
The term “Tenant Improvements” shall mean all improvements constructed or installed in or on the Premises in accordance with the Drawings and Specifications and Building Standards, as hereinafter defined, other than Tenant Work.
The term “Tenant Improvement Costs” shall mean the actual aggregate cost for completing the Tenant Improvements, inclusive of, but not limited to (i) the costs of preparing the Preliminary Plans, the Drawings and Specifications, and the As Built Plans (all as defined below) and (ii) a three percent (3%) construction management fee.
The term “Tenant Work” shall mean (A) any construction and/or installations of improvements, furniture, fixtures and equipment that (i) is specifically noted in the Preliminary Plans, Drawing and Specifications, or otherwise in this Exhibit “F”, as Tenant Work, and/or (ii) involves quantities or quality of materials that are greater than, or more costly than, that applicable to Building Standard improvements, and (B) all installations of wiring and cabling in connection with the installation of Tenant’s telecommunications system(s), computer network and/or any specialized security systems or other similar systems and facilities installed within the Premises by Tenant with Landlord’s approval.
The term “Drawings and Specifications” shall mean the final drawings, specifications, and finish schedules for the Tenant Improvements which shall be prepared by Architect subject to review and approval by Landlord and Tenant in accordance with the following procedure:
Following the completion of the Tenant Improvements and no later than thirty (30) days after the Commencement Date, Landlord may, at is option, request that the Architect prepare and deliver as-built plans for the Tenant Improvements in auto-cad format (together with a hard copy thereof, reflecting all alterations, improvements and other changes to the Building and Premises occurring as a result of the construction or installation of the Tenant Improvements and any Tenant Work.
Exhibit F – Page 2
Provided that there is no Event of Default by Tenant or event which, except for the passage of time, the giving of notice, or both, would constitute an Event of Default by Tenant, Landlord shall, in a good and workerlike manner, cause the Tenant Improvements to be completed in accordance with the Drawings and Specifications and the Building Standards. Landlord shall engage a general contractor selected by Landlord for the performance of the Tenant Improvements. Landlord reserves the right (i) to make substitutions of material of equivalent grade and quality when and if any specified material shall not be readily and reasonably available, and (ii) to make changes necessitated by conditions met during the course of construction, provided that Tenant’s approval of any substantial change shall first be obtained (which approval shall not be unreasonably withheld or delayed so long as there shall be general conformity with the Drawings and Specifications).
Landlord shall afford Tenant and its employees, agents and contractors access to the Premises, at reasonable times prior to the Commencement Date, and at Tenant’s sole risk and expense, for the purposes of inspecting and verifying the performance and completion of the Tenant Improvements. Tenant shall inspect the performance of Tenant Improvements regularly and diligently and shall advise Landlord promptly of any objections to the performance of such work. Access for such purposes shall not be deemed to constitute possession or occupancy. Landlord shall promptly undertake and diligently prosecute the correction of any defective work of which it is notified as aforesaid. Any entry in the Premises by the Tenant or Tenant’s agents, contractors or employees pursuant to this Section 3.02 prior to Substantial Completion of the Tenant Improvements: (i) shall be subject to the insurance requirements of this Lease as if Tenant were in occupancy of the Premises; (ii) shall comply with all applicable laws and Governmental Requirements, as well as any and all reasonable construction scheduling requirements of Landlord; and (iii) shall be conducted in a manner which does not hinder, disrupt, interfere with or otherwise cause delay in (or increase the cost of) commencing, performing and/or Substantially Completing the Tenant Improvements. In the event of any hindrance, disruption, interference or delay in commencing, performing and/or Substantially Completing the Tenant Improvements due to a breach by Tenant of any of the foregoing requirements, or otherwise due to the acts and/or omissions of Tenant, or its agents, employees, contractors and/or consultants occurring during the course of any entries into the Premises under this Paragraph, the same shall be deemed to constitute a Tenant Delay hereunder, and Tenant will pay all additional costs and expenses arising therefrom. In addition, Tenant shall bear the full risk of loss for all materials, equipment or other property that are brought into or stored in the Building or the Premises prior to the Commencement Date (which storage shall be subject to Landlord’s approval in its sole discretion).
Exhibit F – Page 3
Landlord shall pay the Tenant Improvement Costs at its sole cost and expense, except to the extent otherwise set forth herein.
Tenant shall pay to Landlord, as additional rental, all costs of Tenant Work as well as the cost of making any and all changes in and to the Drawings and Specifications and any and all increased Tenant Improvement Costs, including construction management fees, resulting therefrom. The aggregate of all such costs described in this Section 4.02 are hereinafter referred to collectively as “Tenant’s Costs.”
Tenant’s Costs shall be due and payable by Tenant within ten (10) business days following Tenant’s receipt of an invoice therefor, and prior to the commencement of construction by Landlord’s Contractor.
If at any time after the Tenant Improvement Costs are determined Tenant desires to make changes in the Drawings and Specifications, Tenant shall submit to Landlord for approval working drawings and specifications for any and all such desired changes, provided that any delay in the commencement or completion of the Tenant Improvements as a result of any such changes requested by Tenant shall be deemed to constitute a Tenant Delay hereunder. The process of finalizing and approving such drawings and specifications shall be substantially the same as those procedures which applied to the submission, review and approval of the original Drawings and Specifications pursuant to Section 2, above. Once any and all changes and modifications are approved, Landlord shall promptly submit the same to Landlord’s Contractor for pricing. The procedure for determining an approved cost for such changes shall be as set forth in Section 2 above. Once the cost for such changes has been approved, all references in this Agreement to “Drawings and Specifications” shall be to the Drawings and Specifications adopted pursuant to the procedures of Section 2 above, as changed and modified pursuant to this Section. Once the changes and the costs therefor have been approved, Tenant shall be deemed to have given full authorization to Landlord to proceed with the work of constructing and installing the Tenant Improvements (and any Tenant Work to be performed by Landlord at Tenant’s expense) in accordance with the Drawings and Specifications, as so changed and modified. Landlord shall have the optional right to require Tenant to pay in one lump sum to Landlord, in advance of commencement of work, any and all increases in the Tenant Improvement Costs which result from approved changes to the Drawings and Specifications.
Failure by Tenant to pay Tenant’s Costs in accordance with this Section 4 will constitute a failure by Tenant to pay rent when due under the Lease and shall therefor constitute an Event of
Exhibit F – Page 4
Default by Tenant under the Lease, and Landlord shall have all of the remedies available to it under the Lease and at law or in equity for nonpayment of rent.
Provided that there is no Event of Default by Tenant or event which, except for the passage of time, the giving of notice, or both, would constitute an Event of Default by Tenant, Landlord agrees to pay the Tenant Improvement Costs as and when the same become due and payable. Landlord shall be entitled to rely on the accuracy of any and all invoices and fee statements for labor and materials performed on or furnished to the Premises in connection with the Tenant Improvements and to rely, to the extent submitted, on any and all certifications as to Tenant Improvement Costs submitted by Landlord’s Contractor and/or Tenant’s Architect.
Tenant may, at its sole expense, select and employ its own contractors for specialized or finishing work in the Premises which is not to be performed by Landlord and which is reflected as such in the Preliminary Plans or Drawings and Specifications (as the case may be), such as carpeting, telephone installation, installation of computer and other specialized equipment, special cabinetwork and millwork, and other similar decoration and installation, all of which shall constitute Tenant Work under this Exhibit “F”, and all of which shall be subject to the qualifications, conditions and limitations with respect to the performance of Tenant Work set forth in Subsection 6.7 of the Lease.
Tenant’s contractors and subcontractors shall be subject to the general administrative supervision of Landlord’s Contractor for scheduling purposes, but Landlord’s Contractor shall not be responsible for any aspect of the work performed by Tenant’s contractors or subcontractors, or for the coordination of the work of Landlord’s Contractor and subcontractor(s) with Tenant’s contractors or subcontractors.
A “Tenant Delay” shall be deemed to include, without limitation, any delay in the commencement, performance, Substantial Completion or final completion of the Tenant Improvements which is attributable to any one or more of the following causes: (a) late submissions of information needed by Landlord to perform its obligations hereunder; (b) any changes requested by Tenant to the Drawings and Specifications or the Tenant Improvements; (c) delays in obtaining non-Building Standard construction materials requested by Tenant; (d) Tenant’s failure to timely approve any item requiring Tenant’s approval; (e) delays by Tenant in meeting the deadlines set forth herein; (f) the performance by Tenant or Tenant’s contractors of any improvement or any other related work at or about the Premises or the Property; (g) any act or omission of Tenant, Tenant’s Architect or Tenant’s contractors, (h) any breach by Tenant of any provision contained in this Exhibit or in the Lease, (i) any disruption or interference in the performance of the Tenant Improvements occurring in the course of any entry into the Premises pursuant to Section 3.02 of this Exhibit “F”, (j) any failure by Tenant to construct and install any Tenant Work, or to perform any other installations of furniture, fixtures and equipment in the Premises properly and in accordance with applicable Governmental Requirements which results
Exhibit F – Page 5
in a governmental authority denying the issuance of an Occupancy Permit for the Premises, and/or (k) any failure of Tenant to cooperate with Landlord or otherwise act with diligence and in good faith in order to cause the Tenant Improvements to be designed, approved and constructed in a timely manner.
The parties acknowledge that Landlord is not an architect, contractor or engineer and that the Tenant Improvements will be designed and performed by independent architects, engineers and contractors. Landlord shall have no responsibility for the design of, or for construction means, methods or techniques or safety precautions in connection with, the Tenant Improvements. Landlord’s approval or provision of the Preliminary Plans and/or the Drawings and Specifications for the Tenant Improvements, or other submissions, materials, drawings, plans or specifications pertaining thereto, will create no responsibility or liability on the part of Landlord for the completeness, design sufficiency, or compliance with any or all laws, rules and regulations of governmental agencies or authorities with respect thereto or with respect to the Tenant Improvements constructed in conformity therewith. Tenant, in reviewing the Drawings and Specifications and Tenant Improvements, shall have the right, opportunity and obligation to check for any errors, omissions or defects.
Exhibit F – Page 6
(Intentionally omitted pursuant to Regulation S-K, Item 601(a)(5))