{"id":41715,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/325-spring-street-new-york-ny-sublease-325-spring-street-llc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"325-spring-street-new-york-ny-sublease-325-spring-street-llc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/325-spring-street-new-york-ny-sublease-325-spring-street-llc.html","title":{"rendered":"325 Spring Street (New York, NY) Sublease &#8211; 325 Spring Street LLC and ImClone Systems Inc."},"content":{"rendered":"<pre>                                    SUBLEASE\n\n         AGREEMENT OF SUBLEASE (\"Sublease\") dated as of the 5th day of October,\n2001, by and between 325 SPRING STREET LLC, a Delaware limited liability company\nhaving an office c\/o Savanna Partners, 80 Fifth Avenue, New York, New York\n(\"Sublandlord\"), and IMCLONE SYSTEMS INCORPORATED, a Delaware corporation having\nan office at 180 Varick Street, New York, New York (\"Subtenant\").\n\n                                    WHEREAS:\n\n         I. By lease agreement dated as of May 8, 2000 between United Parcel\nService, Inc. (\"Overlandlord\"), as landlord, and SenseNet, Inc., as tenant, as\namended by (a) First Amendment to Lease Agreement (the \"First Amendment\"), dated\nas of November 1, 2000 and (b) Second Amendment to Lease Agreement, dated as of\nOctober 4, 2001 (as amended, the \"Overlease\"), SenseNet leased from Overlandlord\ncertain premises in the building (the \"Building\") known as 325 Spring Street,\nNew York, New York; and\n\n         II. By Assignment and Assumption of Lease, dated as of November, 2000,\nSenseNet assigned to Sublandlord, and Sublandlord assumed from SenseNet, all of\nSenseNet's right, title, obligations and interest in and to the Overlease; and\n\n         III. Subtenant desires to sublet from Sublandlord the portion of the\npremises demised to Sublandlord under the Overlease more particularly described\non Exhibit A annexed hereto (the \"Sublease Premises\"), upon the terms and\nsubject to the provisions and conditions hereinafter set forth.\n\n         NOW, THEREFORE, the parties hereto, in consideration of the mutual\ncovenants, conditions and agreements hereinafter contained, do hereby agree as\nfollows\n\n                                  WITNESSETH:\n\n         1. Term. Sublandlord hereby sublets the Sublease Premises to Subtenant,\nand Subtenant hereby hires the Sublease Premises from Sublandlord, for a term\n(the \"Term\") which shall commence on the later to occur of (a) October 5, 2001\nand (b) two (2) business days after the date upon which a copy of the consent,\nexecuted by Overlandlord, whereby Overlandlord grants its consent to this\nSublease in accordance with Article 21 herein is delivered to Subtenant (the\n\"Commencement Date\"), and which shall end on April 29, 2023 (the \"Expiration\nDate\"), unless sooner terminated in accordance with the provisions of this\nSublease.\n\n         2.       Annual Fixed Rent and Additional Rent.\n\n                  A. Subtenant covenants and agrees that, during and throughout\nthe entire Term, Subtenant shall pay to Sublandlord annual fixed rent (\"FIXED\nRENT\") in the amounts more particularly set forth on SCHEDULE 1 annexed hereto\nand made a part hereof, during and for the period commencing on the Commencement\nDate and continuing through and including the Expiration Date; which Subtenant\ncovenants and agrees to pay to Sublandlord, in lawful money of the United\nStates, in equal monthly installments in advance, on the fifth (5th) business\nday prior to the first day of each calendar month during the Term, without\ndemand, deduction, offset, abatement, defense, and\/or counterclaim whatsoever,\nexcept that Subtenant shall pay the first monthly installment of Fixed Rent\nsimultaneously with the execution and delivery of this Sublease. The monthly\ninstallment of Fixed Rent payable on account of any partial calendar month\nduring the Term shall be prorated. Notwithstanding anything to the contrary\ncontained herein, in the event (a) Sublandlord files a voluntary petition under\nthe United States Bankruptcy Code (or any other federal or state bankruptcy or\ninsolvency law) (the \"CODE\"), or (b) any direct or indirect member, shareholder,\npartner, principal, affiliate, employee, officer, director, agent or\nrepresentative of Sublandlord (each, a \"RELATED PARTY\") commences, files,\nsolicits, participates in or joins in the filing of, an involuntary petition\nagainst Sublandlord under the Code, or (c) Sublandlord files an answer\nconsenting to or acquiescing in (actual as distinguished from implied or\nconstructive consent) any involuntary petition filed it by any other person\nunder the Code, then the Fixed Rent from and after the date of such filing\n(until such bankruptcy is discharged provided this Sublease is not as a result\nof such bankruptcy, rejected, modified or terminated) shall be an amount equal\nto the Base Rent payable by Sublandlord to Overlandlord under the Overlease.\nUpon the occurrence of any of the events set forth in clauses (a), (b) or (c) of\nthe immediately preceding sentence (and until such bankruptcy is discharged,\nprovided this Sublease is not as a result of such bankruptcy, rejected, modified\nor terminated), Subtenant may pay the Base Rent payable by Sublandlord to\nOverlandlord under the Overlease, directly to Overlandlord.\n\n                  B. In addition to the Fixed Rent payable hereunder, Subtenant\nshall be liable for, and shall pay to Sublandlord on or before the date which is\nfive (5) business days prior to the date upon which any and all such amounts are\npayable by Sublandlord to Overlandlord pursuant to Sections 3(b) and 3(h) of the\nOverlease, 95.1% of any and all amounts payable by Sublandlord to Overlandlord\npursuant to Sections 3(b) and 3(h) of the Overlease.\n\n                  C. All payments of Fixed Rent and additional rent (Fixed Rent\nand additional rent are collectively referred to herein as \"rent\" and all sums\nas shall become due and payable by Subtenant to Sublandlord pursuant to this\nSublease other than Fixed Rent shall be deemed to be \"additional rent\") shall be\nmade by good and sufficient check (subject to collection) currently dated, drawn\non a bank which is a member of the New York Clearing House or any successor\nthereto, issued directly from Subtenant, without endorsements, to the order of\nSublandlord (or such other party as Sublandlord may, from time to time, direct)\nat Sublandlord's office (or such other place as Sublandlord may designate from\ntime to time) Contemporaneously herewith, Sublandlord, Subtenant and Bank of\nAmerica Securities, L.L.C. (together\n\n\n                                       2\n\nwith any successor thereto, the \"LOCK BOX BANK\") are entering into a lock-box\narrangement. Notwithstanding the provisions of this sub-paragraph C, from and\nafter November 1, 2001, and for so long as such arrangement is in effect,\nSublandlord and Subtenant agree that all rent shall be paid to and disbursed by\nthe Lock Box Bank in accordance with the terms of such lock-box arrangement;\nprovided, however, that the foregoing shall not in any way limit Subtenant's\nobligations hereunder for the payment of rent and additional rent, and Subtenant\nacknowledges and agrees that the rent and additional rent payable by Subtenant\nunder this Sublease shall not be deemed to have been paid by Subtenant unless\nand until disbursed and received in accordance with the lock-box arrangement.\n\n                  D. In the event that additional rent is due under the\nOverlease with respect to any period which precedes the Commencement Date or\nfollows the Expiration Date, Subtenant's obligations hereunder on account of\nsuch additional rent shall be appropriately prorated.\n\n                  E. Sublandlord shall have the same rights and remedies in the\nevent of nonpayment of additional rent as are available to Sublandlord for the\nnon-payment of Fixed Rent.\n\n         3. Use of the Sublease Premises. Subtenant shall use and occupy the\nSublease Premises for (i) general and executive offices and\/or (ii) a\nbiotechnology laboratory and incidental uses thereto, including, but not limited\nto, laboratories for molecular biology, organic chemistry, tissue culture and\nimmunology (with appropriate drainage and ventilation), in accordance with the\nterms and conditions of the Overlease (the \"PERMITTED USE\"), and for no other\npurpose, and further covenants not to do any act which will result in a\nviolation of the Overlease.\n\n         4. Incorporation of Overlease Terms.\n\n                  A. All capitalized and other terms not otherwise defined\nherein shall have the meanings ascribed to them in the Overlease, unless the\ncontext clearly requires otherwise.\n\n                  B. Except as herein otherwise expressly provided, all of the\nterms, provisions, covenants and conditions contained in the Overlease are\nhereby made a part hereof. The rights and obligations contained in the Overlease\nare, during the term of this subletting, hereby imposed upon the respective\nparties hereto, Sublandlord as being substituted for Overlandlord, and Subtenant\nbeing substituted for Sublandlord with respect to the Overlease; provided,\nhowever, that Sublandlord shall not be liable to Subtenant for any failure in\nperformance resulting from the failure in performance by Overlandlord under the\nOverlease of the corresponding covenant of the Overlease, except to the extent\nsuch failure is due to the negligence or willful misconduct of Sublandlord, and\nSublandlord's obligations hereunder are accordingly conditional where such\nobligations require such parallel performance by Overlandlord. It is expressly\nagreed that Sublandlord shall not be obligated to perform any obligation which\nis the obligation of Overlandlord under the Overlease. Sublandlord shall have\n\n\n                                       3\n\nno liability to Subtenant by reason of the default of Overlandlord under the\nOverlease. Subtenant recognizes that Sublandlord is not in a position and shall\nnot be required to render any of the services or utilities, to make repairs,\nreplacements, restorations, alterations or improvements or to perform any of the\nobligations required of Overlandlord by the terms of the Overlease.\nNotwithstanding anything contained herein to the contrary, Sublandlord agrees,\nhowever, to use reasonable efforts to enforce its rights against Overlandlord\nunder the Overlease for the benefit of Subtenant upon Subtenant's written\nrequest therefor (and to forward to Overlandlord any notices or requests for\nconsent as Subtenant may reasonably request). Upon presentation of reasonable\nback-up of such costs, Subtenant shall promptly reimburse Sublandlord for any\nand all costs which Sublandlord shall incur in expending such efforts, and\nSubtenant does hereby indemnify and agree to hold Sublandlord harmless from and\nagainst any and all claims, liabilities, damages, costs and expenses (including,\nwithout limitation, reasonable attorney's fees and disbursements) incurred by\nSublandlord in expending such efforts. Nothing contained in this Subparagraph B\nshall require Sublandlord to institute any suit or action to enforce any such\nrights. Notwithstanding the foregoing, Sublandlord shall permit Subtenant to (a)\nbring an action, in the name of Sublandlord and at Subtenant's sole cost and\nexpense, to enforce Overlandlord's obligations under the Overlease and\/or (b)\nprovide notices (as the agent of Sublandlord) to Overlandlord to enforce\nSublandlord's rights against Overlandlord under the Overlease (to the extent\nSublandlord does not wish to do so or Sublandlord fails to do so after notice\nfrom Subtenant and reasonable opportunity to respond, taking into account the\nnature of the notice or if Sublandlord is in default hereunder beyond the\nexpiration of applicable notice and cure periods; except that in the case of the\nFirst Extension Notice and the Second Extension Notice only, provided there does\nnot exist a default by Subtenant under this Sublease beyond the expiration of\napplicable notice and cure periods, Subtenant may deliver such First Extension\nNotice and\/or Second Extension Notice, as the case may be, directly to\nOverlandlord (as agent for Sublandlord) without first requesting that\nSublandlord deliver such extension notices to Overlandlord); provided that\nSubtenant shall, and hereby does, indemnify Sublandlord against, and hold\nSublandlord harmless from, any loss, cost, damage, liability and expense\n(including, without limitation, reasonable attorneys fees) which may arise in\nconnection therewith, except if arising from the negligence or willful\nmisconduct of Sublandlord. Subtenant acknowledges that the failure of\nOverlandlord to provide any services or comply with any obligations under the\nOverlease shall not entitle Subtenant to any abatement or reduction in rent\npayable hereunder except to the extent (a) resulting from Sublandlord's\nnegligence or willful misconduct or (b) on a pro-rata basis, of any\ncorresponding abatement as a result thereof received by Sublandlord from\nOverlandlord.\n\n                  C. Wherever the Overlease refers to the \"Premises,\" such\nreferences for the purposes hereof shall be deemed to refer to the Sublease\nPremises.\n\n                  D. Sublandlord represents that to the best knowledge of\nSublandlord, as of the date hereof the Overlease annexed hereto as EXHIBIT \"B\"\nand made a part hereof is a true and complete copy of the Overlease (and all\namendments and modifications thereto), except as to certain intentionally\nomitted provisions, which provisions are expressly not incorporated herein and\nmade inapplicable to Subtenant and the Sublease Premises.\n\n\n                                       4\n\n         5. Sublease Subject to Overlease.\n\n                  A. This Sublease is expressly made subject and subordinate to\nall of the terms and conditions of the Overlease and to all matters to which the\nforegoing is subject, except as specifically provided to the contrary in this\nSublease. Subtenant hereby assumes and covenants that, throughout the Term,\nSubtenant shall observe and perform, all of the provisions of the Overlease\nwhich are to be observed and performed by the tenant thereunder with respect to\nthe Sublease Premises. Subtenant covenants that Subtenant shall not do any act,\nmatter or thing which will be, result in, or constitute a violation or breach of\nor a default under the Overlease; it being expressly agreed to by Subtenant that\nany such violation, breach or default shall constitute a material breach by\nSubtenant of a substantial obligation under this Sublease. Subtenant hereby\nagrees that Subtenant shall indemnify and hold Sublandlord harmless from and\nagainst all claims, liabilities, penalties and expenses, including, without\nlimitation, attorneys' fees and disbursements, arising from or in connection\nwith any default by Subtenant in Subtenant's performance of those terms,\ncovenants and conditions of this Sublease and\/or of the Overlease which are or\nshall be applicable to Subtenant, and all amounts payable by Subtenant to\nSublandlord on account of such indemnity shall be deemed to be additional rent\nhereunder and shall be payable upon demand. In any case where the consent or\napproval of Overlandlord shall be required pursuant to the Overlease or\notherwise, Overlandlord's and Sublandlord's consent shall be required hereunder\n(except in respect of Article 6 of the Overlease and Article 9 of the Sublease\nit being agreed to by Sublandlord that Sublandlord shall not deny consent to any\nrequest made pursuant to the provisions thereof which is consented to by\nOverlandlord), and Sublandlord shall have no obligation to consent to any matter\nto which Overlandlord's consent is so required but not obtained.\n\n                  B. Subtenant covenants and agrees that if, by reason of a\ndefault on the part of Sublandlord, as the tenant under the Overlease, in the\nperformance of any of the terms or provisions of the Overlease, or for any other\nreason of any nature whatsoever, such lease or the leasehold estate of the\ntenant thereunder, is terminated by summary dispossess proceeding or otherwise,\nthen Subtenant will, at Overlandlord's election, attorn to Overlandlord, and\nwill recognize Overlandlord as Subtenant's landlord under this Sublease.\nSubtenant covenants and agrees to execute and deliver, at any time and from time\nto time, within five (5) days following a request therefor by Sublandlord or\nOverlandlord, any instrument which may be reasonably necessary or appropriate to\nevidence such attornment.\n\n                  C. Subtenant agrees to be bound, for all purposes of this\nSublease, by any modifications or amendments to the Overlease. Sublandlord\nagrees not to amend or modify the Overlease in any way that would discriminate\nagainst Subtenant, or which would increase Subtenant's monetary obligations\nhereunder, shorten the term hereof or decrease Subtenant's rights with respect\nto the Permitted Use of the Sublease Premises, or which would otherwise\nmaterially adversely affect Subtenant's rights or obligations hereunder or\npermit the same to be canceled or terminated, unless required pursuant to the\nterms of the Overlease, without Subtenant's prior written consent, provided,\nhowever, that Sublandlord shall have the right to terminate this Sublease in the\nevent that Overlandlord terminates the Overlease in\n\n\n                                       5\n\naccordance with the provisions of Article 10 of the Overlease (provided, that,\nSublandlord shall promptly deliver to Subtenant any notice received by\nSublandlord from Overlandlord pursuant to Article l0 of the Overlease and if,\nupon receipt by Subtenant of such notice there exits no default by Subtenant\nbeyond the expiration of applicable notice and cure periods under this Sublease,\neither Sublandlord or Subtenant may exercise the rights granted to Sublandlord\n(as Tenant under the Overlease) under clauses (i) and (ii) of Article 10 of the\nOverlease; provided, further, that if Subtenant elects to not exercise any such\nrights and Sublandlord does elect to exercise such rights, Subtenant shall be\nreleased from any further obligations arising hereunder and this Sublease shall\nterminate and expire). Sublandlord shall promptly provide to Subtenant copies of\nall amendments and modifications of the Overlease to the extent same affects the\nrights or obligations of Subtenant.\n\n                  D. (i) This Sublease is expressly made subject and subordinate\nto all of the terms and conditions of any Leasehold Mortgage (as hereinafter\ndefined), provided, however, that such subordination is conditioned upon the\nholder of any such Leasehold Mortgage delivering to Subtenant a Nondisturbance\nAgreement (as hereinafter defined), in form reasonably satisfactory to such\nLeasehold Mortgagee, Sublandlord and Subtenant (but in any event subject to\nclause (iii) below). Sublandlord shall use its reasonable efforts to obtain from\neach holder of a mortgage of Sublandlord's interest in the Overlease (a\n\"LEASEHOLD MORTGAGE\") an agreement to the effect that, if there shall be a\nforeclosure of its Leasehold Mortgage, the holder of such Leasehold Mortgage\nwill not make Subtenant a party defendant to such foreclosure, evict Subtenant,\ndisturb Subtenant's possession under this Sublease, or terminate or disturb\nSubtenant's leasehold estate or rights hereunder, and will recognize Subtenant\nas the direct tenant of the holder of such Leasehold Mortgage on the same terms\nand conditions as are contained in this Sublease, subject to the provisions\nhereinafter set forth, provided no default shall have occurred and be continuing\nhereunder (any such agreement, or any agreement of similar import, from the\nholder of a Leasehold Mortgage being hereinafter referred to as a\n\"NONDISTURBANCE AGREEMENT\").\n\n         (ii)     Sublandlord shall have no liability to Subtenant for its\nfailure to obtain any Nondisturbance Agreement referred to in subparagraph (i)\nabove. Sublandlord's agreement to use reasonable efforts under this subparagraph\nD shall not impose any obligation upon Sublandlord (y) to incur any cost or\nexpense or (z) to institute any legal or other proceeding in connection with\nobtaining such Nondisturbance Agreement.\n\n         (iii)    Any Nondisturbance Agreement may be made on the condition that\nthe holder of the Leasehold Mortgage, or anyone claiming by, through or under\nsuch holder, including a purchaser at a foreclosure sale, shall not be:\n\n                  (a) liable for any act or omission of any prior landlord\n(including, without limitation, the then defaulting landlord) except to the\nextent such act or omission continues after the effective date of such transfer,\nor\n\n                  (b) subject to any defense or offsets which Subtenant may have\nagainst any prior landlord (including, without limitation, the then defaulting\nSublandlord), or\n\n\n                                       6\n\n                  (c) bound by any payment of Fixed Rent or additional rent\nwhich tenant may have made to any prior landlord (including, without limitation,\nthe then defaulting Sublandlord) more than thirty (30) days in advance of the\ndate upon which such payment was due (except to the extent such payment is\nrecovered by such successor to Sublandlord), or\n\n                  (d) bound by any obligation to make any payment to or on\nbehalf of Subtenant which was required to be made prior to the time such\nsuccessor to Sublandlord succeeded to Sublandlord's interest, or\n\n                  (e) bound by any obligation to perform any work or to make\nimprovements to the Sublease Premises, or\n\n                  (f) bound by any amendment or modification of this Sublease\nmade without its consent, or\n\n                  (g) bound to return Subtenant's security deposit, if any,\nuntil such deposit has come into its actual possession and Subtenant would be\nentitled to such security deposit pursuant to the terms of this Sublease.\n\n         (iv)     If required by the holder of a Leasehold Mortgage, within ten\n(10) business days after notice thereof, Subtenant shall join in any\nNondisturbance Agreement to indicate its concurrence with the provisions thereof\nand its agreement in the event of a foreclosure of such Leasehold Mortgage or\nthe granting of a deed in lieu to attorn to such mortgagee or to any person\nacquiring the interest of Sublandlord in the Overlease as Subtenant's landlord\nhereunder. Any such Nondisturbance Agreement may also contain other terms and\nconditions as may otherwise be required by such holder which do not increase\nSubtenant's monetary obligations under this Sublease, or increase Subtenant's\nnon-monetary obligations under this Sublease in any material respect, or\nadversely affect or diminish Subtenant's rights in any material respect.\n\n         6.       Electricity.\n\n                  A. Subtenant shall, at its sole cost and expense, obtain\ndirectly from the public utility company furnishing electric service to the\nBuilding all electric energy used or to be used in the Sublease Premises.\nSublandlord represents that it is currently obtaining electricity directly from\nCon Edison. Promptly following the Commencement Date, Sublandlord shall\ncooperate with Subtenant to cause the applicable Con Edison accounts currently\nexisting in respect of the Sublease Premises to be assigned into Subtenant's\nname. Sublandlord shall not be liable or responsible to Subtenant for any loss,\ndamage or expense which Subtenant may sustain or incur if (i) the supply of\nelectric energy to the Sublease Premises is temporarily interrupted, or (ii) the\nquantity or character of electric service is changed or is no longer available\nor suitable for Subtenant's requirements, except to the extent that the same was\ncaused by the negligent or wrongful act of Sublandlord. Subtenant's use of\nelectricity within the Sublease Premises shall never exceed the capacity of the\nthen existing\n\n\n                                       7\n\nwires, feeders or other electrical equipment serving the Sublease Premises. In\nthe event Subtenant is legally unable to obtain electric service directly from\nthe utility company servicing the Sublease Premises, Sublandlord shall install\nsub-meters, at Subtenant's sole cost and expense, to measure Subtenant's\nconsumption of electrical energy and use reasonable efforts to cause\nOverlandlord to supply electricity to the Sublease Premises. If Sublandlord does\nso, Subtenant shall pay to Sublandlord, as additional rent, within fifteen (15)\ndays after demand, from time to time, but no more frequently than monthly, for\nits consumption and demand of electrical energy at the rate which Sublandlord\npays to the utility serving the Building as evidenced by such submeter (plus all\nof Sublandlord's actual out of pocket costs in connection with the\nadministration thereof). For the purpose hereof the rate to be paid by Subtenant\nin the event of sub-metering shall include any taxes or other charges in\nconnection therewith. If any tax shall be imposed upon Sublandlord's receipts\nfrom the sale or resale of electrical energy to Subtenant, the pro rata share\nallocable to the electrical energy service received by Subtenant shall be passed\non to, included in the bill of, and paid by Subtenant if and to the extent\npermitted by law. Where more than one meter measures the electricity supplied to\nSubtenant, the electricity rendered through each meter may be computed and\nbilled separately in accordance with the provisions hereinabove set forth.\nSubtenant expressly acknowledges that, in connection with the installation of\nthe sub-meters, the electricity being furnished to the Sublease Premises may be\ntemporarily interrupted. Sublandlord shall use reasonable efforts to minimize\ninterference with the conduct of Subtenant's business in connection with such\ninstallation, but the foregoing shall not require Sublandlord to utilize premium\nor overtime labor in connection therewith. If following the installation of\nsubmeters, Sublandlord is prohibited from selling or reselling electrical energy\nto Subtenant, Sublandlord may, upon reasonable prior notice to Subtenant, if\npracticable, remove the submeters and Sublandlord shall have no further\nobligation to Subtenant in respect of electricity service.\n\n                  B. Without limiting the terms of Subparagraph 4B, except as\notherwise expressly provided in this Article 6, the terms of Article 4 of the\nOverlease (as amended by paragraph 2 of the First Amendment) shall be\nincorporated by reference in this Sublease as if fully stated herein. As\nincorporated herein, there shall be substituted in said Article 4 (i)\nSublandlord for Overlandlord, (ii) Subtenant for Sublandlord and (iii) Sublease\nPremises for Premises.\n\n         7.       Occupancy Tax. If any commercial rent or occupancy tax shall\nbe levied with regard to the Sublease Premises during the Term, Subtenant shall\npay the same either to the taxing authority, or, if appropriate, to Sublandlord,\nas additional rent, not less than ten (10) days before the due date of each and\nevery such tax payment. In the event that any such tax payment shall be made by\nSubtenant to Sublandlord, Sublandlord shall remit the amount of such payment to\nthe taxing authority on Subtenant's behalf.\n\n         8.       Non-Applicability of Certain Provisions of the Overlease.\n\n                  The following provisions of the Overlease shall not be\nincorporated in this Sublease by reference: the Lease Summary Sheet, Articles\n1(a), 2, 3(a), 3(b), 3(c), 3(d),\n\n\n                                       8\n\n3(i), the first three (3) lines of Section 5(a) up and until the word \"Tenant\"\nappearing on such line, 18, 19, 23, 24(a), and 24(b).\n\n         9.       Assignment and Subletting.\n\n                  A. Prohibition Without Consent. Subtenant may, without\nSublandlord's consent, but subject to the terms of this Article 9 and to\nOverlandlord's consent in accordance with the Overlease, assign, mortgage,\npledge, encumber or otherwise transfer this Sublease, or sublet the Sublease\nPremises or any part thereof to be used or occupied by others (whether for desk\nspace, mailing privileges or otherwise), provided that as of the effective date\nof such proposed assignment or subletting Subtenant is not in default of any of\nSubtenant's obligations under this Sublease (after notice and expiration of\napplicable grace periods). If this Sublease be assigned, or if the Sublease\nPremises or any part thereof be underlet or occupied by anybody other than\nSubtenant, Sublandlord may, after default by Subtenant, collect rent from the\nassignee, undertenant or occupant, and apply the net amount collected to the\nFixed Rent herein reserved, but no assignment, underletting, occupancy or\ncollection shall be deemed a waiver of the provisions hereof, the acceptance of\nthe assignee, undertenant or occupant as Subtenant, or a release of Subtenant\nfrom the further performance by Subtenant of covenants on the part of Subtenant\nherein contained. In no event shall any permitted subtenant assign or encumber\nits sublease or further sublet all or any portion of its sublet space, or\notherwise suffer or permit the sublet space or any part thereof to be used or\noccupied by others, without Overlandlord's prior written consent in each\ninstance. Any assignment, sublease, mortgage, pledge, encumbrance or transfer in\ncontravention of the provisions of this Article 9 shall be void.\n\n                  B. Notice of Proposed Transfer.\n\n                           1. If Subtenant shall at any time or times during the\nTerm desire to assign this Sublease or sublet all or part of the Sublease\nPremises, Subtenant shall give notice thereof to Sublandlord, which notice shall\nbe accompanied by (i) a conformed or photostatic copy of the proposed assignment\nor sublease, the effective or commencement date of which shall be not less than\nforty-five (45) nor more than one hundred and twenty (120) days after the giving\nof such notice, (ii) a statement setting forth in reasonable detail the identity\nof the proposed assignee or subtenant, the nature of its business and its\nproposed use of the Sublease Premises, (iii) an agreement by Subtenant to\nindemnify Sublandlord against liability resulting from any claims that may be\nmade against Sublandlord by the proposed assignee or subtenant or by any brokers\nor other persons claiming a commission or similar compensation in connection\nwith the proposed assignment or sublease, except for any liability arising from\nSublandlord's negligence or willful misconduct, and (iv) in the case of a\nsublease, such additional information related to the proposed subtenant as\nOverlandlord shall reasonably request, if any.\n\n                           2. As a condition to any assignment or sublease,\nSublandlord must obtain Overlandlord's consent in accordance with the provisions\nof Article 18 of the Overlease. Sublandlord agrees to deliver to Overlandlord\ncopies of all information provided by Subtenant\n\n\n                                       9\n\nin connection with any proposed assignment or sublease within 2 Business Days\nafter receipt of same from Subtenant. Sublandlord further agrees to provide\nSubtenant with any requests for additional information or other communications\nfrom Overlandlord immediately upon receipt of same.\n\n                  C. Conditions.\n\n         Each subletting pursuant to this subsection C of this Article 9 shall\nbe subject to all of the covenants, agreements, terms, provisions and conditions\ncontained in this Sublease. Notwithstanding any assignment or subletting to any\nsubtenant and\/or acceptance of Fixed Rent or additional rent by Sublandlord from\nany subtenant, Subtenant shall and will remain fully liable for the payment of\nthe Fixed Rent and additional rent due and to become due hereunder and for the\nperformance of all the covenants, agreements, terms, provisions and conditions\ncontained in this Sublease on the part of Subtenant to be performed and all acts\nand omissions of any licensee or subtenant or anyone claiming under or through\nany subtenant which shall be in violation of any of the obligations of this\nSublease shall be deemed to be a violation by Subtenant. Subtenant further\nagrees that notwithstanding any such subletting, no other and further subletting\nof the Sublease Premises by Subtenant or any person claiming through or under\nSubtenant shall or will be made except upon compliance with and subject to the\nprovisions of this Article 9.\n\n                  D. Sublease Provisions. With respect to each and every\nsublease or subletting authorized by Sublandlord under the provisions of this\nSublease, it is further agreed that:\n\n                           (i) No subletting shall be for a term ending later\nthan one (1) day prior to the Expiration Date of this Sublease;\n\n                           (ii) No sublease shall be effective, and no subtenant\nshall take possession of the Sublease Premises or any part thereof, until an\nexecuted counterpart of such sublease has been delivered to Sublandlord;\n\n                           (iii) Each sublease shall provide that it is subject\nand subordinate to this Sublease and to the matters to which this Sublease is or\nshall be subordinate, and that in the event of termination, re-entry or\ndispossession by Sublandlord under this Sublease Sublandlord may, at its option,\ntake over all of the right, title and interest of Subtenant, as sublessor, under\nsuch sublease, and such subtenant shall, at Sublandlord's option, attorn to\nSublandlord pursuant to the then executory provisions of such sublease, except\nthat Sublandlord shall not (a) be liable for any previous act or omission of\nSubtenant under such sublease, (b) be subject to any counterclaim, offset or\ndefense, not expressly provided in such sublease, which theretofore accrued to\nsuch subtenant against Subtenant, or (c) be bound by any previous modification\nof such sublease or by any previous prepayment of more than one (1) month's\nFixed Rent, except to the extent received by Sublandlord. The provisions of this\nArticle 9 shall be self-operative and no further instrument shall be required to\ngive effect to this provision.\n\n\n                                       10\n\n                  E. Other Transfers. (i) If Subtenant is a corporation other\nthan a corporation whose stock is listed and traded on a nationally recognized\nstock exchange (hereinafter referred to as a \"public corporation\"), the\nprovisions of subsection A of this Article 9 shall apply to a transfer (by one\nor more transfers) of a majority of the stock of Subtenant as if such transfer\nof a majority of the stock of Subtenant were an assignment of this Sublease; but\nsaid provisions shall not apply to transactions with a corporation into or with\nwhich Subtenant is merged or consolidated or to which substantially all of\nSubtenant's assets are transferred, provided that in any of such events (a) the\nsuccessor to Subtenant has a net worth computed in accordance with generally\naccepted accounting principles at least equal to the greater of (1) the net\nworth of Subtenant immediately prior to such merger, consolidation or transfer,\nor (2) the net worth of Subtenant herein named on the date of this Sublease and\n(b) proof satisfactory to Sublandlord of such net worth shall have been\ndelivered to Sublandlord at least ten (10) days prior to the effective date of\nany such transaction.\n\n                           (ii) If Subtenant is a partnership, the provisions of\nsubsection A of this Article 9 shall apply to a transfer (by one or more\ntransfers) of a majority interest in the partnership, as if such transfer were\nan assignment of this Sublease.\n\n                           (iii) If Subtenant is a subdivision, authority, body,\nagency, instrumentality or other entity created and\/or controlled pursuant to\nthe laws of the State of New York or any city, town or village of such state or\nof federal government (\"Governmental Entity\"), the provisions of subsection A of\nthis Article 9 shall apply to a transfer (or one or more transfers) of any of\nSubtenant's rights to use and occupy the Sublease Premises, to any other\nGovernmental Entity, as if such transfer of the right of use and occupancy were\nan assignment of this Sublease; but said provisions shall not apply to a\ntransfer of any of Subtenant's rights in and to the Sublease Premises to any\nGovernmental Entity which shall replace or succeed to substantially similar\npublic functions, responsibilities and areas of authority as Subtenant, provided\nthat in any of such events the successor Governmental Entity shall utilize the\nSublease Premises in a manner substantially similar to Subtenant.\n\n                  F. Assumption by Assignee. Any assignment or transfer, shall\nbe made only if, and shall not be effective until, the assignee shall execute,\nacknowledge and deliver to Sublandlord an agreement in form and substance\nreasonably satisfactory to Sublandlord whereby the assignee shall assume the\nobligations of this Sublease on the part of Subtenant to be performed or\nobserved and whereby the assignee shall agree that the provisions in subsection\nA of this Article 9 shall, notwithstanding such assignment or transfer, continue\nto be binding upon it in respect of all future assignments and transfers. The\noriginal named Subtenant covenants that, notwithstanding any assignment or\ntransfer, whether or not in violation of the provisions of this Sublease, and\nnotwithstanding the acceptance of Fixed Rent and\/or additional rent by\nSublandlord from an assignee, transferee or any other party, the original named\nSubtenant shall remain fully liable for the payment of the Fixed Rent and\nadditional rent and for the other obligations of this Sublease on the part of\nSubtenant to be performed or observed.\n\n\n                                       11\n\n                  G. Liability of Subtenant. The joint and several liability of\nSubtenant and any immediate or remote successor in interest of Subtenant and the\ndue performance of the obligations of this Sublease on Subtenant's part to be\nperformed or observed shall not be discharged, released or impaired in any\nrespect by any agreement or stipulation made by Sublandlord extending the time,\nor modifying any of the obligations, of this Sublease, or by any waiver or\nfailure of Sublandlord to enforce any of the obligations of this Sublease.\n\n                  H. Re-entry by Sublandlord. If Sublandlord shall recover or\ncome into possession of the Sublease Premises before the date herein fixed for\nthe termination of this Sublease, Sublandlord shall have the right, at its\noption, to take over any and all subleases or sublettings of the Sublease\nPremises or any part thereof made by Subtenant and to succeed to all the rights\nof said subleases and sublettings or such of them as it may elect to take over.\nSubtenant hereby expressly assigns and transfers to Sublandlord such of the\nsubleases and sublettings as Sublandlord may elect to take over at the time of\nsuch recovery of possession, such assignment and transfer not to be effective\nuntil the termination of this Sublease or re-entry by Sublandlord hereunder or\nif Sublandlord shall otherwise succeed to Subtenant's estate in the Sublease\nPremises, at which time Subtenant shall upon request of Sublandlord, execute,\nacknowledge and deliver to Sublandlord such further instruments of assignment\nand transfer as may be necessary to vest in Sublandlord the then existing\nsubleases and sublettings. Every subletting hereunder is subject to the\ncondition and by its acceptance of and entry into a sublease, each subtenant\nthereunder shall be deemed conclusively to have thereby agreed from and after\nthe termination of this Sublease or re-entry by Sublandlord hereunder of or if\nSublandlord shall otherwise succeed to Subtenant's estate in the Sublease\nPremises, that such subtenant shall waive any right to surrender possession or\nto terminate the sublease and, at Sublandlord's election, such subtenant shall\nbe bound to Sublandlord for the balance of the term of such sublease and shall\nattorn to and recognize Sublandlord, as its Sublandlord, under all of the then\nexecutory terms of such sublease, except that Sublandlord shall not (i) be\nliable for any previous act, omission or negligence of Subtenant under such\nsublease, (ii) be subject to any counterclaim, defense or offset not expressly\nprovided for in such sublease, which theretofore accrued to such subtenant\nagainst Subtenant, (iii) be bound by any previous modification or amendment of\nsuch sublease or by any previous prepayment of more than one (1) month's Fixed\nRent and additional rent which shall be payable as provided in the sublease,\n(iv) be obligated to repair the subleased space or the Building or any part\nthereof, in the event of total or substantial total damage beyond such repair as\ncan reasonably be accomplished from the net proceeds of insurance actually made\navailable to Sublandlord, (v) be obligated to repair the subleased space or the\nBuilding or any part thereof, in the event of partial condemnation beyond such\nrepair as can reasonably be accomplished from the net proceeds of any award\nactually made available to Sublandlord as consequential damages allocable to the\npart of the subleased space or the Building not taken or (vi) be obligated to\nperform any work in the subleased space of the Building or to prepare them for\noccupancy beyond Sublandlord's obligations under this Sublease, and the\nsubtenant shall execute and deliver to Sublandlord any instruments Sublandlord\nmay reasonably request to evidence and confirm such attornment. Each subtenant\nor licensee of Subtenant shall be deemed automatically upon and as a condition\nof occupying or using the Sublease Premises or any part thereof, to have given a\nwaiver of the type described in and to the extent and upon the conditions set\nforth in this Article 9.\n\n\n                                       12\n\n         10.      Insurance.\n\n                  A. Subtenant shall, with respect to the Sublease Premises,\nobtain at its own expense and keep in full force and effect during the Term,\neach and every policy of insurance required to be carried by the lessee pursuant\nto Article 9 of the Overlease (including, without limitation, any increase in\ncoverage which may be required by Overlandlord pursuant to the terms thereof)\nunder which Subtenant is named as the insured, and Overlandlord, Sublandlord,\nSublandlord's asset manager (Savanna Asset Management LLC or any successor\nthereto), the present and any future mortgagee of the Real Property or the\nBuilding and\/or such other designees specified by Sublandlord from time to time,\nare named as additional insureds.\n\n                  B. Notwithstanding anything to the contrary contained in\nArticle 9 of the Overlease, and notwithstanding the limits of insurance\nspecified in this Paragraph 10, Subtenant agrees to defend, indemnify and hold\nharmless Sublandlord, and the agents, partners, shareholders, directors,\nofficers and employees of Sublandlord, from and against all damage, loss,\nliability, cost and expense (including, without limitation, engineers',\narchitects' and attorneys' fees and disbursements) resulting from any of the\nrisks referred to in this Paragraph 10 and Article 9 of Overlease. Such\nindemnification shall operate whether or not Subtenant has placed and maintained\nthe insurance specified in this Paragraph 10, and whether or not proceeds from\nsuch insurance (such insurance having been placed and maintained) actually are\ncollectible from one or more of the aforesaid insurance companies; provided,\nhowever, that Subtenant shall be relieved of its obligation of indemnity herein\npro tanto of the amount actually recovered by Sublandlord from one or more of\nsaid insurance companies by reason of injury or damage to or loss sustained on\nthe Sublease Premises.\n\n                  C. Subtenant hereby agrees to indemnify, hold harmless and\ndefend Sublandlord, its officers, directors, employees, agents and contractors\n(the \"Sublandlord Parties\") from and against any and all claims, damages,\nliabilities, costs and expenses (including, but not limited to, attorneys' fees\nand disbursements) arising as a result of (i) any breach by Subtenant of any of\nthe representations, warranties, covenants and agreements of Subtenant under\nthis Sublease, or (ii) the conduct of business in or management of the Sublease\nPremises during the Term or while Subtenant is in possession of or otherwise\noccupies all or any pat of the Sublease Premises, or (iii) any work or thing\nwhatsoever done or any condition created in or about the Sublease Premises\nduring the Term or while Subtenant is in possession of or otherwise occupies all\nor any part of the Sublease Premises, or (iv) any negligent or willful act or\nomission of Subtenant or of any licensee or invitee or other occupant of, or\nperson present at, the Sublease Premises or of any employee, agent or contractor\nof any of the foregoing during the Term or while Subtenant is in possession of\nor otherwise occupies all or any part of the Sublease Premises. Notwithstanding\nthe foregoing, Subtenant shall not indemnify the Sublandlord Parties against any\nnegligence or willful misconduct of any of the Sublandlord Parties.\n\n                  D. Each of Subtenant and Sublandlord shall procure an\nappropriate clause in or endorsement to any property insurance covering the\nPremises demised under the\n\n\n                                       13\n\nOverlease, the Sublease Premises and any personal property, fixtures, and\nequipment located therein, wherein the insurance companies shall waive\nsubrogation or consent to a waiver of right of recovery, and Sublandlord and\nSubtenant agree not to make any claim against, or to seek to recover from, the\nother, for any loss or damage to its property or the property of others\nresulting from fire and other hazards to the extent covered by such property\ninsurance; provided, however, that the release, discharge, exoneration and\ncovenant not to sue contained herein shall be limited by and coextensive with\nthe terms and provisions of the waiver or subrogation or waiver of right of\nrecovery.\n\n         11. Brokerage. Subtenant represents and warrants to Sublandlord, and\nSublandlord represents and warrants to Subtenant, that no broker, other than\nSpaceworks Real Estate Services, Inc. and Outer Boro Brokerage, Inc.\n(collectively, the \"BROKER\"), was instrumental in consummating this Sublease,\nand that no conversations or prior negotiations were had with any broker other\nthan the Broker concerning the subletting of the Sublease Premises. Subtenant\nshall indemnify and hold Sublandlord harmless from and against, and Sublandlord\nshall indemnify and hold Subtenant harmless from and against, any claims for\nbrokerage commissions or similar fees claimed by any person or entity other than\nthe Broker and any and all other claims, damages, liabilities, costs and\nexpenses (including, without limitation, attorneys' fees and disbursements)\narising out of or in connection with the breach of the foregoing representations\nand warranties, respectively. A commission in respect of this Sublease shall be\npaid to Broker by Sublandlord pursuant to separate agreement.\n\n         12. Assignment of the Overlease. The term \"Sublandlord\" as used in this\nSublease means only the tenant under the Overlease, at the time in question, so\nthat if Sublandlord's interest in the Overlease is assigned, Sublandlord shall\nbe thereupon released and discharged from all covenants, conditions and\nagreements of Sublandlord hereunder accruing with respect to the Overlease from\nand after the date of such assignment, but such covenants, conditions and\nagreements shall be binding on the assignee until thereafter assigned.\n\n         13. Notices and Cure Periods; Default and Remedies.\n\n                  A. All notices hereunder to Sublandlord or Subtenant shall be\ngiven in writing and delivered by hand, national overnight courier or mailed by\ncertified or registered mail, return receipt requested, to the addresses set\nforth below:\n\n         If to Sublandlord:\n\n         325 Spring Street LLC\n         c\/o Savanna Partners\n         80 Fifth Avenue\n         New York, New York\n         Attn: Christopher Schlank\n\n\n                                       14\n\nwith a copy to:\n\n         Solomon and Weinberg LLP\n         685 Third Avenue\n         New York, New York 10017\n         Attn: Jay Stark, Esq.\n\n         If to Subtenant:\n\n         ImClone Systems Incorporated\n         180 Varick Street\n         New York, New York\n         Attn: John B. Landes, General Counsel\n\nwith a copy to:\n\n         Morrison Cohen Singer &amp; Weinstein, LLP\n         750 Lexington Avenue\n         New York, New York 10022\n         Attn: Laurie F. Golub, Esq.\n\n                  B. By notice given in the aforesaid manner, either party\nhereto may notify the other as to any change as to where and to whom such\nparty's notices are thereafter to be addressed.\n\n                  C. The effective date of any notice shall be the date such\nnotice is delivered (if by hand or by national overnight courier) or three (3)\ndays after the date of mailing thereof.\n\n                  D. In connection with the incorporation by reference of notice\nand other time limit provisions of the Overlease into this Sublease (and except\nwith respect to actions to be taken by Subtenant for which shorter time limits\nare specifically set forth in this Sublease, which time limits shall control for\nthe purposes of this Sublease), the time limits provided in the Overlease for\nthe giving or making of any notice by the tenant thereunder to Overlandlord, the\nholder of any mortgage, the lessor under any ground or underlying lease or any\nother party, or for the performance of any act, condition or covenant or the\ncuring of any default by the tenant thereunder, or for the exercise of any\nright, remedy or option by the tenant thereunder, are changed for the purposes\nof this Sublease, by shortening the same in each instance: (i) to fifty (50)\ncalendar days with respect to all such periods of sixty (60) or more calendar or\nbusiness days, (ii) to twenty (20) calendar days with respect to all such\nperiods of thirty (30) or more calendar or business days but less than sixty\n(60) calendar or business days, (iii) to fifteen (15) calendar days with respect\nto all such periods of twenty (20) or more calendar or business days but less\nthan thirty (30) calendar or business days, (iv) to seven (7) calendar days with\nrespect to all such periods of ten (10) or more calendar or business days but\nless than twenty (20) calendar or business days, and (v) to three (3) business\n\n\n                                       15\n\ndays with respect to all such periods of five (5) or more calendar or business\ndays but less than ten (10) calendar or business days; but in any and all events\nto a time limit enabling Sublandlord to give any notice, perform any act,\ncondition or covenant, cure any default, and\/or exercise any option within the\ntime limit relating thereto as contained in the Overlease. Subtenant shall,\nimmediately upon receipt thereof, notify Sublandlord of any notice served by\nOverlandlord upon Subtenant under any of the provisions of the Overlease or with\nreference to the Sublease Premises. Sublandlord shall, immediately upon receipt\nthereof, notify Subtenant of any notice of default served by Overlandlord upon\nSublandlord under any of the provisions of the Overlease or with reference to\nthe Sublease Premises. Subtenant shall immediately furnish notice to Sublandlord\nof any action taken by Subtenant to cure any default under, or comply with any\nrequest or demand made by Overlandlord and\/or Sublandlord in connection with the\nOverlease (pertaining to the Sublease Premises) or this Sublease.\n\n                  E. Article 14 of the Overlease as incorporated herein by\nreference is hereby modified (i) by the words \"five (5) days\" appearing in\nsubsection (a) thereof being deleted and the words \"three (3) business days\"\nbeing inserted in lieu thereof; (ii) by the words \"twenty (20) days\" appearing\nin subsection (a) thereof being deleted and the words \"fifteen (15) days\" being\ninserted in lieu thereof; (iii) by the words \"thirty (30) days\" appearing in\nsubsection (j) thereof being deleted and the words \"twenty (20) days\" being\ninserted in lieu thereof; and (iv) by the words \"ninety (90) days\" appearing in\nsubsection (j) thereof being deleted and the words \"eighty (80) days\" being\ninserted in lieu thereof.\n\n                  F. (i) If this Sublease shall be terminated under the\nprovisions of Article 15 of the Overlease as incorporated herein:\n\n                           (a) Subtenant shall quit and peacefully surrender the\nSublease Premises to Sublandlord, and Sublandlord and its agents may\nimmediately, or at any time after such termination or after the date upon which\nthis Sublease and the Term shall expire and come to an end, re-enter the\nSublease Premises or any part thereof, without notice, either by summary\nproceedings, or by any other applicable action or proceeding, or by force or\notherwise (without being liable to indictment, prosecution or damages thereof\nor), and may repossess the Sublease Premises and dispossess Subtenant and any\nother persons from the Sublease Premises and remove any and all of their\nproperty and effects from the Sublease Premises; and\n\n                           (b) Sublandlord, at Sublandlord's option, may relet\nthe whole or any part or parts of the Sublease Premises from time to time,\neither in the name of Sublandlord or otherwise, to such subtenant or subtenants,\nfor such term or terms ending before, on or after the Expiration Date, at such\nrental or rentals and upon such other conditions, which may include concessions\nand free rent periods, as Sublandlord, in its sole discretion, may determine;\nprovided, however, that Sublandlord shall have no obligation to relet the\nSublease Premises or any part thereof and shall in no event be liable for\nrefusal or failure to relet the Sublease Premises or any part thereof, or, in\nthe event of any such reletting, for refusal or failure to collect any rent due\nupon any such reletting, and no such refusal or failure shall operate to relieve\nSubtenant of any liability under this Sublease or otherwise affect any\n\n\n                                       16\n\nsuch liability, and Sublandlord, at Sublandlord's option, may make such repairs,\nreplacements, alterations, additions, improvements, decorations and other\nphysical changes in and to the Sublease Premises as Sublandlord, in its sole\ndiscretion, considers advisable or necessary in connection with any such\nreletting or proposed reletting, without relieving Subtenant of any liability\nunder this Sublease or otherwise affecting any such liability.\n\n                           (ii) Subtenant hereby waives the service of any\nnotice of intention to re-enter or to institute legal proceedings to that end\nwhich may otherwise be required to be given under any present or future law.\nSubtenant, on its own behalf and on behalf of all persons claiming through or\nunder Subtenant, including all creditors, does further hereby waive any and all\nrights which Subtenant and all such persons might otherwise have under any\npresent or future law to redeem the Sublease Premises, or to re-enter or\nrepossess the Sublease Premises, or to restore the operation of this Sublease,\nafter (a) Subtenant shall have been dispossessed by a judgment or by warrant of\nany court or judge, or (b) any re-entry by Sublandlord, or (c) any expiration or\ntermination of this Sublease and the Term, whether such dispossess, re-entry,\nexpiration or termination shall be by operation of law or pursuant to the\nprovisions of this Sublease. The words \"reenter,\" re-entry\" and \"re-entered\" as\nused in this Sublease shall not be deemed to be restricted to their technical\nlegal meanings. In the event of a breach or threatened breach by Subtenant, or\nany persons claiming through or under Subtenant, of any term, covenant or\ncondition of this Sublease, Sublandlord shall have the right to enjoin such\nbreach and the right to invoke any other remedy allowed by law or in equity as\nif re-entry, summary proceedings and other special remedies were not provided in\nthis Sublease for such breach. The rights to invoke the remedies hereinbefore\nset forth are cumulative and shall not preclude Sublandlord from invoking any\nother remedy allowed at law or in equity.\n\n                           (iii) If this Sublease and the Term shall expire and\ncome to an end as provided in Article 15 of the Overlease as incorporated herein\nor in this Subparagraph 13F, or by or under any summary proceeding or any other\naction or proceeding, or if Sublandlord shall re-enter the Sublease Premises as\nprovided in said Article 15 as incorporated herein or this Subparagraph 13F, or\nby or under any summary proceeding or any other action or proceeding, then, in\nany of said events:\n\n                                    (a) Subtenant shall pay to Sublandlord all\nrent (including additional rent) and other items payable under this Sublease by\nSubtenant to Sublandlord to the date upon which this Sublease and the Term shall\nhave expired and come to an end or to the date of re-entry upon the Sublease\nPremises by Sublandlord, as the case may be;\n\n                                    (b) Subtenant also shall be liable for and\nshall pay to Sublandlord, as damages, any deficiency (referred to as\n\"DEFICIENCY\") between the rent (including additional rent) for the period which\notherwise would have constituted the unexpired portion of the Term and the net\namount, if any, of rents collected under any reletting effected pursuant to the\nprovisions of clause (a) of sub-subparagraph 13F(i) hereof for any part of such\nperiod (first deducting from the rents collected under any such reletting all of\n\n\n                                       17\n\nSublandlord's expenses in connection with the termination of this Sublease,\nSublandlord's reentry upon the Sublease Premises and with such reletting\nincluding, but not limited to, all repossession costs, brokerage commissions,\nlegal expenses, attorneys' fees and disbursements, alteration costs and other\nexpenses of preparing the Sublease Premises for such reletting); any such\nDeficiency shall be paid in monthly installments by Subtenant on the days and in\nthe manner specified in this Sublease for payment of monthly installments of\nFixed Rent, Sublandlord shall be entitled to recover from Subtenant each monthly\nDeficiency as the same shall arise, and no suit to collect the amount of the\nDeficiency for any month shall prejudice Sublandlord's right to collect the\nDeficiency for any subsequent month by a similar proceeding; and\n\n                                    (c) whether or not Sublandlord shall have\ncollected any monthly Deficiency as aforesaid, Sublandlord shall be entitled to\nrecover from Subtenant, and Subtenant shall pay to Sublandlord, on demand, in\nlieu of any further Deficiency as and for liquidated and agreed final damages, a\nsum equal to the amount by which the rent (including additional rent) for the\nperiod which otherwise would have constituted the unexpired portion of the Term\nexceeds the then fair and reasonable rental value of the Sublease Premises for\nthe same period, both discounted to present worth at the 4% per annum, less the\naggregate amount of Deficiencies theretofore collected by Sublandlord pursuant\nto the provisions of clause (b) of sub-subparagraph 13 F(iii) hereof for the\nsame period; if, before presentation of proof of such liquidated damages to any\ncourt, commission or tribunal, the Sublease Premises, or any part thereof, shall\nhave been relet by Sublandlord for the period which otherwise would have\nconstituted the unexpired portion of the Term, or any part thereof, the amount\nof rent reserved upon such reletting shall be deemed, prima facie, to be the\nfair and reasonable rental value for the part or the whole of the Sublease\nPremises so relet during the term of the reletting.\n\n                           (iv) If the Sublease Premises, or any part thereof,\nshall be relet together with other space in the Building, the rents collected or\nreserved under any such reletting and the expenses of any such reletting shall\nbe equitably apportioned for the purposes of sub-subparagraph 13F(iii) hereof.\nSubtenant shall in no event be entitled to any rents collected or payable under\nany reletting, whether or not such rents shall exceed the fixed annual rent\nreserved in this Sublease.\n\n         14. Binding Effect. The covenants, conditions and agreements contained\nin this Sublease shall bind and inure to the benefit of the parties hereto and\ntheir respective legal representatives, successors and assigns (to the extent\npermitted hereunder).\n\n         15. Condition of the Sublease Premises.\n\n                  A. It is understood and agreed that all understandings and\nagreements heretofore had between the parties are merged in this Sublease, which\nalone fully and completely expresses their agreements, and that the same are\nentered into after full investigation, neither party relying upon any statement\nor representation made by the other and not embodied in this Sublease. Subtenant\nagrees to accept possession of the Demised Premises in \"as is\" and \"where is\"\ncondition on the date hereof and Sublandlord is not required to\n\n\n                                       18\n\nperform work of any kind, nature or description to prepare the Sublease Premises\nfor Subtenant's occupancy.\n\n                  B. Subtenant acknowledges and agrees that any and all\nalterations, installations, renovations or other items of work necessary to\nprepare the Sublease Premises for Subtenant's initial occupancy (\"Subtenant's\nWork\") shall be performed by Subtenant (subject to the applicable provisions of\nthe Overlease), at Subtenant's sole cost and expense.\n\n         16. At End of Term.\n\n         Upon the expiration or sooner termination of the Term, Subtenant shall\nvacate and surrender the Sublease Premises in broom clean condition, in good\norder and condition and otherwise in accordance with Article 8 of the Overlease\n(or any other condition expressly consented to in writing by Overlandlord if\ndifferent than the express provisions of Article 8 of the Overlease).\n\n         17. Intentionally Reserved.\n\n         18. Miscellaneous.\n\n                  A. This Sublease is made in the State of New York and shall be\ngoverned by and construed under the laws thereof. This Sublease supersedes any\nand all other or prior understandings, agreements, covenants, promises,\nrepresentations or warranties of or between the parties (which are fully merged\nherein). The headings in this Sublease are for purposes of reference only and\nshall not limit or otherwise affect the meaning hereof. Whenever necessary or\nappropriate, the neuter gender as used herein shall be deemed to include the\nmasculine and feminine; the masculine to include the feminine and neuter; the\nfeminine to include the masculine and neuter; the singular to include the\nplural; and the plural to include the singular. This Sublease shall not be\nbinding upon Sublandlord for any purpose whatsoever unless and until Sublandlord\nhas delivered to Subtenant a fully executed duplicate original hereof. The\ncaptions appearing in this Sublease have been inserted for convenience only and\nshall not control or affect or be deemed part of this Sublease or control or\naffect the meaning or construction of any of the terms, conditions or provisions\nhereof.\n\n                  B. Tenant Access. Subject to the terms of the Overlease and\nthe terms of this Sublease, Subtenant shall have access to the Sublease Premises\ntwenty-four (24) hours per day, seven (7) days per week.\n\n                  C. HVAC Placement. Subject to the express prior written\nconsent of Overlandlord, Subtenant shall have the non-exclusive right to\ninstall, inspect, adjust and maintain HVAC equipment (the \"EQUIPMENT\") (or such\nother type of Equipment as may be reasonably approved by Overlandlord) on the\nBuilding rooftop at Subtenant's sole risk, cost and expense (said right is\nhereinafter referred to as \"SUBTENANT'S HVAC Right\") provided said Equipment\ndoes not involve any penetration of the roof surface and such installation is\notherwise, in all respects, satisfactory to, Overlandlord and its roofing\ncontractor. The\n\n\n                                       19\n\ndimensions and performance characteristics of said Equipment shall be subject\nto Overlandlord's approval, in Overlandlord's sole and absolute discretion.\nSublandlord hereby assigns and conveys to Subtenant, for so long as this\nSublease is in full force and effect, all of Sublandlord's rights under the\nOverlease in respect of the Building rooftop (including without limitation, the\nright to place signage thereon), if any.\n\n                  (a) Roof Access. Sublandlord and Subtenant agree that\nSubtenant's HVAC Right will necessitate that Subtenant have access to the\nrooftop of the Building. To the extent that Subtenant's HVAC Right expands the\narea of the Building to which Subtenant has access (the \"new access areas\"),\nthen Sublandlord and Subtenant agree that any and all provisions of the Sublease\nthat apply to the Sublease Premises, shall also apply to new access areas,\nexcept as modified herein and except to the extent that said Sublease provisions\nplace any additional responsibilities on the Sublandlord with respect to the new\naccess areas. The precise location of the Equipment shall be subject to the\napproval of Overlandlord in accordance with Articles 6 and 7 of the Overlease.\n\n                  (b) Subtenant's Obligations.\n\n                           (i) Increase in Sublandlord's Insurance Cost. If the\nrate of any insurance carried by Sublandlord is increased as a result of the\nexercise of Subtenant's HVAC Right, then Subtenant will pay to Sublandlord, as\nadditional rent, not later than thirty (30) days before the date Sublandlord is\nobligated to pay a premium on the insurance or within ten (10) days after\nSublandlord delivers to Subtenant a certified statement from Sublandlord's\ninsurance carrier stating that the rate increase was caused by Subtenant's HVAC\nRight, whichever date is later, a sum equal to the difference between the\noriginal premium and the increased premium resulting solely from the\ninstallation of the Equipment.\n\n                           (ii) Rooftop Access. Sublandlord has not made any\nrepresentations or promises pertaining to physical condition of the Building's\nrooftop or its suitability for the installation and maintenance of the\nEquipment. Subtenant, for the purpose of this Sublease and its right to rooftop\naccess hereunder, accepts the rooftop in its \"as is\" condition.\n\n                           (iii) Insurance. Subtenant will, at all times during\nthe term of this Sublease, and at its cost and expense, ensure that the\ninsurance policies to be maintained by Subtenant under Section 10 hereof are\nproperly endorsed to reflect the Equipment and Subtenant's HVAC Right. Subtenant\nagrees to pay the premiums therefor and to deliver copies of said policies\nand\/or endorsements thereto to Sublandlord on the first day of the term of this\nSublease, and the failure of Subtenant to either obtain said insurance or\ndeliver copies of said policies or certificates thereof to Sublandlord shall be\na default under this Sublease.\n\n                           (iv) Indemnity. Subtenant shall and hereby does\nindemnify and hold harmless the Sublandlord against and from any and all claims\narising from the Subtenant's use of the new access areas and Subtenant's\ninstallation, inspection, adjustment and maintenance of the Equipment. Subtenant\nassumes all risk of damage to property or injury to\n\n\n                                       20\n\npersons, in, upon or about the new access areas as a result of Subtenant's\ninstallation, inspection, adjustment and maintenance of the Equipment, except to\nthe extent caused by the negligence or willful misconduct of Sublandlord, its\nagents, employees or contractors.\n\n                           (v) Default. Subtenant's HVAC Right shall terminate\nin the event this Sublease terminates.\n\n                           D. Deliveries. Subject to the consent of\nOverlandlord, Subtenant shall have the right to use Overlandlord's ramp to\naccess the third (3rd) floor of the Sublease Premises throughout the Term to\nmake regularly scheduled deliveries to the Sublease Premises.\n\n                           E. Parking. Sublandlord hereby assigns to Subtenant,\nto the extent assignable, and Subtenant hereby assumes from Sublandlord,\nSublandlord's rights and obligations arising under and pursuant to Article 23 of\nthe Overlease including, without limitation, the indemnity set forth in the\npenultimate sentence of Article 23 of the Overlease (pursuant to which\nSublandlord shall also be indemnified against and held harmless by Subtenant).\nSublandlord shall have no liability whatsoever for Overlandlord's failure to\nprovide the Parking Spaces (as defined in the Overlease), except if due to the\nnegligence or willful misconduct of Sublandlord.\n\n         19. Valid Authority. Subtenant and Sublandlord each hereby represents\nand warrants to the other that:\n\n                           (i) Sublandlord and Subtenant, respectively, is duly\norganized, validly existing and in good standing under the laws of the State of\nDelaware, and has the full right and authority to enter into this Sublease; and\n\n                           (ii) The execution, delivery and performance of this\nSublease by Sublandlord and Subtenant, respectively: (a) has been duly\nauthorized, (b) does not conflict with any provisions of any instrument to which\nSublandlord and Subtenant, respectively, is a party or by which Sublandlord or\nSubtenant, respectively, is bound, and (c) constitutes a valid, legal and\nbinding obligation of Sublandlord and Subtenant, respectively.\n\n         20. Failure to Give Possession. If Sublandlord is unable to give\npossession of the Sublease Premises to Subtenant on the Commencement Date,\nbecause of any reason, Sublandlord shall not be subject to any liability for\nfailure to give possession on said date and the validity of this Sublease shall\nnot be impaired under such circumstances, nor shall the same be construed to\nextend the term of this Sublease, but the Fixed Rent shall be abated (provided\nthat Subtenant is not responsible for the inability to obtain possession) until\nSublandlord shall have delivered possession of the Sublease Premises to\nSubtenant. The provisions of this Paragraph are intended to constitute \"an\nexpress provision to the contrary\" within the meaning of Section 223 a of the\nNew York Real Property Law.\n\n\n                                       21\n\n         21. Consent of Overlandlord under the Overlease. This Sublease shall\nhave no effect (and the Commencement Date shall not be deemed to have occurred)\nuntil Overlandlord shall have given its written consent hereto in accordance\nwith the terms of the Overlease. If Overlandlord does not give its consent to\nthis Sublease for any reason whatsoever other than Subtenant's failure to\nprovide information requested by Overlandlord, within ten (10) days after the\ndate hereof, then either party may elect to cancel this Sublease by giving\nnotice to the other party after the expiration of said 10-day period, but prior\nto the giving of said consent by Overlandlord to this Sublease. Subtenant\nacknowledges that Subtenant will be required to execute and deliver such consent\nas a condition precedent to the execution thereof by Overlandlord. Subtenant\nagrees that Subtenant shall promptly execute and deliver to Sublandlord\nOverlandlord's consent to this Sublease, provided (a) such consent is in the\nform more particularly set forth on SCHEDULE 2 attached hereto and made a part\nhereof (the \"SUBLEASE CONSENT\"), and (b) contemporaneously therewith or prior\nthereto, Overlandlord shall execute and deliver to Sublandlord and Subtenant an\nestoppel certificate in the form more particularly set forth on Schedule 3\nattached hereto and made a part hereof (the \"LANDLORD ESTOPPEL\"). Subtenant's\nexecution of such consent shall be deemed to be Subtenant's acceptance of the\nresolution of such matters and Subtenant shall not, after executing such\nconsent, have the right to terminate this Sublease based on any allegations that\nsuch matters have not been consented to by Overlandlord. If either party shall\nhave given notice of cancellation to the other party (in accordance with the\nprovisions of this Paragraph 21), then: (i) neither Sublandlord nor Subtenant\nshall be obligated to take any further action to obtain such consent, (ii)\nSublandlord shall refund to Subtenant the installment of Fixed Rent paid by\nSubtenant at the execution of this Sublease, and (iii) this Sublease shall\nthereupon be deemed null and void and of no further force and effect, and\nneither of the parties hereto shall have any rights or claims against the other.\nIt is expressly agreed that Overlandlord's delivery of the Sublease Consent and\nLandlord Estoppel shall be a condition to Subtenant's obligations hereunder.\n\n         22. Renewal Options. The terms and provisions of Articles 26 and 27 of\nthe Overlease are hereby incorporated herein by reference, mutatis mutandis,\nexcept that (a) the Fixed Rent payable by Subtenant for each of the First\nExtension Term (as defined in the Overlease) and the Second Extension Term (as\ndefined in the Overlease), respectively, shall be equal to ninety-five (95%)\npercent of the Fair Market Rent (as defined in the Overlease) and (b)\nSubtenant's Renewal Option shall be effective only if Sublandlord has\neffectively exercised Sublandlord's Renewal Option pursuant to Article 26 of the\nOverlease, it being understood and agreed that Sublandlord shall (y) promptly\nand timely exercise Sublandlord's Renewal Option pursuant to Article 26 of the\nOverlease promptly after the exercise by Subtenant of its option under this\nParagraph 22, and (z) shall have no obligation to exercise Sublandlord's Renewal\nOption, nor shall Subtenant have the renewal option contemplated by this\nParagraph 22 if either (1) at the time of the giving of the First Extension\nNotice (as defined in the Overlease) or the Second Extension Notice (as defined\nin the Overlease), as the case may be, or at the time of the First Extension\nTerm or the Second Extension Term, as the case may be, there exists a default by\nSubtenant under this Sublease beyond the expiration of the applicable notice and\ncure periods or (2) the First Extension Notice is delivered by Subtenant to\nSublandlord on\n\n\n                                       22\n\nor after April 16, 2022, or the Second Extension Notice is delivered by\nSubtenant to Sublandlord on or after April 16, 2027, as the case may be.\"\n\n         23. Right of First Offer. In the event Sublandlord intends to sublease\nthe portion of the premises demised to Sublandlord under the Overlease which\ndoes not constitute the Sublease Premises (the \"NON-SUBLEASE PREMISES\"), and\nprovided Sublandlord intends to sublease the Non-Sublease Premises for\nnon-retail use only, Sublandlord shall notify Subtenant in writing (a \"ROFO\nNOTICE\") of such intention. If Sublandlord and Subtenant have not entered into a\nterm sheet for the subleasing by Subtenant of the Non-Sublease Premises within\nfifteen (15) days of the receipt by Subtenant of such ROFO Notice, Time Being of\nthe Essence, Subtenant's rights with respect to the Non-Sublease Premises shall\nbe null and void, and Sublandlord shall have the right to enter into a\ntransaction in respect of the Non-Sublease Premises with any party and on any\nterms as Sublandlord shall elect in its sole discretion. Upon delivery by\nSublandlord to Subtenant of a ROFO Notice, Sublandlord and Subtenant shall\nendeavor to negotiate the aforementioned term sheet within such fifteen (15) day\nperiod in good faith.\n\n         24. Cooperation. Sublandlord, as lessee of the Non-Sublease Premises\nand in respect thereof, and Subtenant, in respect of the Sublease Premises,\nshall each use commercially reasonable efforts to minimize interference with the\nother party's use of its respective demised premises. Without limiting the\nforegoing, (a) if Subtenant shall, in connection with any alterations, repairs,\nrenovations or other work to be performed to the Sublease Premises, cause to be\ninstalled any scaffolding or other structure to be located on the sidewalk in\nfront of or adjacent to the Non-Sublease Premises, such scaffolding or other\nstructure shall be not less than fourteen (14) feet in height (unless otherwise\nrequired by law or to preserve the safety of individuals or property), (b)\nnotwithstanding anything to the contrary contained in Article 18(C) of this\nSublease, Sublandlord shall be permitted to keep in place the three (3)\ncondenser units (two (2) on the roof of the Building and one (1) on the roof of\nthe elevator control room) heretofore installed by Sublandlord on the Building\nand install a kitchen exhaust blower on the roof of the elevator control room\n(collectively, the \"SUBLANDLORD EQUIPMENT\"), and to access the Sublandlord\nEquipment during the Term (to maintain, repair and replace same), provided that,\n(i) Sublandlord shall exercise due care in maintaining, repairing and replacing\nsame and shall be responsible for repairing any damage caused by Sublandlord in\nconnection therewith, and (ii) in the event Subtenant constructs, during the\nTerm, additional floor(s) on the Building, Sublandlord shall, at Sublandlord's\nexpense, have the right to relocate the Sublandlord Equipment to the new roof on\nthe Building, in such place and manner as Sublandlord and Subtenant in good\nfaith mutually agree (provided that Subtenant shall not be liable to Sublandlord\nfor any loss, cost, damage or expense incurred in connection with the removal of\nsuch Sublandlord Equipment in connection with any construction on the roof), and\n(iii) in the event Subtenant reasonably determines that the Sublandlord\nEquipment must be relocated because it unreasonably interferes with the use and\noccupancy of the Sublease Premises by Subtenant, Sublandlord shall, at\nSublandlord's expense, relocate such Sublandlord Equipment to a location upon\nwhich Sublandlord and Subtenant in good faith mutually agree, (c) during the\nTerm, the door in the Non-Sublease Premises which opens into the lobby of the\nBuilding shall remain and be used only as a means\n\n\n                                       23\n\nof egress from the Non-Sublease Premises during an emergency, and (d) the\nelevator located in the Sublease Premises which descends to the basement of\nthe Building may be used by handicapped employees of the lessee of the\nNon-Sublease Premises, on a non-exclusive basis, for the purpose of accessing\nthe basement of the Building.\n\n                           [SIGNATURES ON NEXT PAGE]\n\n\n                                       24\n\n         IN WITNESS WHEREOF, Sublandlord and Subtenant have duly executed this\nSublease as of the day and year first written above.\n\n                                          SUBLANDLORD:\n\n                                          325 SPRING STREET LLC,\n                                            a Delaware limited liability company\n\n                                          By: 325 Savanna LLC\n\n                                          By:  \/s\/ ILLEGIBLE\n                                              ------------------------------\n                                               Name: Illegible\n                                               Title: Member\n\n                                          SUBTENANT:\n\n                                          IMCLONE SYSTEMS INCORPORATED\n\n                                          By:  \/s\/ JOHN B. LANDES\n                                              ------------------------------\n                                               Name: John B. Landes\n                                               Title: Senior Vice President\n\n\n                                          ILLEGIBLE\n                                          ----------------------------------\n                                          Subtenant's Tax I.D. #\n\n\n                                       25\n\n                                   SCHEDULE 1\n\n                                   Fixed Rent\n\nFor purposes hereof, \"Lease Year\" shall mean (i) with respect to Lease Year 1,\nthe period commencing on the Commencement Date through and including April 30,\n2002, and (ii) with respect to each succeeding Lease Year, each period of twelve\n(12) months commencing on May 1, and each succeeding May 1 thereafter, and\nending on the day preceding the anniversary thereof (for example, Lease Year 2\nis the period from May 1, 2002 through April 30, 2003, Lease Year 3 is the\nperiod from May 1, 2003 through April 30, 2004, etc.).\n\nLease Year 1:  $  350,000.00  ($50,000.00\/mo.)\nLease Year 2:  $  600,000.00  ($50,000.00\/mo.)\nLease Year 3:  $2,082,000.00 ($173,500.00\/mo.)\nLease Year 4:  $2,085,000.00 ($173,750.00\/mo.)\nLease Year 5:  $2,090,000.00 ($174,166.66\/mo.)\nLease Year 6:  $2,255,000.00 ($187,916.66\/mo.)\nLease Year 7:  $2,275,000.00 ($189,583.33\/mo.)\nLease Year 8:  $2,290,000.00 ($190,833.33\/mo.)\nLease Year 9:  $2,340,000.00 ($195,000.00\/mo.)\nLease Year 10: $2,350,000.00 ($195,833.33\/mo.)\nLease Year 11: $2,380,000.00 ($198,333.33\/mo.)\nLease Year 12: $2,580,000.00 ($215,000.00\/mo.)\nLease Year 13: $2,631,000.00 ($219,250.00\/mo.)\nLease Year 14: $2,700,000.00 ($225,000.00\/mo.)\nLease Year 15: $2,725,000.00 ($227,083.33\/mo.)\nLease Year 16: $2,727,000.00 ($227,250.00\/mo.)\nLease Year 17: $2,730,000.00 ($227,500.00\/mo.)\nLease Year 18: $2,735,000.00 ($227,916.66\/mo.)\nLease Year 19: $2,780,000.00 ($231,666.66\/mo.)\nLease Year 20: $2,785,000.00 ($232,083.33\/mo.)\nLease Year 21: $2,790,000.00 ($232,500.00\/mo.)\nLease Year 22: $2,795,000.00 ($232,916.66\/mo.)\n\n                                   SCHEDULE 2\n\n                                Sublease Consent\n\n                              CONSENT TO SUBLEASE\n\n         CONSENT TO SUBLEASE AGREEMENT (this \"Consent\") made as of October 5,\n2001, by and among UNITED PARCEL SERVICE, INC, a New York corporation, having an\noffice and place of business at 643 West 43rd Street, New York, New York, 10036,\nas owner (\"Owner\"), 325 SPRING STREET LLC, a Delaware limited liability company,\nhaving an office and place of business at, c\/o Savanna Partners, 80 Fifth\nAvenue, New York, New York 10011 (as assignee of SenseNet, Inc., \"Tenant\"), as\ntenant, under a certain agreement of lease, dated as of May 8, 2000, by and\nbetween Owner and Tenant (as amended by that certain First Amendment of Lease,\ndated as of November 1, 2000 and as further amended by that certain Second\nAmendment of Lease, dated as of October 4, 2001, the Lease\"), pursuant to which\nTenant has leased the certain premises (the \"Demised Premises\") in the building\n(the \"Building\") known as 325 Spring Street, New York, New York, as more\nparticularly described in the Lease, and IMCLONE SYSTEMS INCORPORATED, a\nDelaware corporation, having an office and place of business at 180 Varick\nStreet, New York, New York (\"Subtenant\").\n\n         Pursuant to the terms of a Sublease, dated as of October 5, 2001 (the\n\"Sublease\"), a true and complete copy of which Tenant and Subtenant each\nrepresent is attached hereto as Exhibit A and made a part hereof, Tenant has\nsubleased to Subtenant a portion of the Demised Premises more particularly\ndescribed in Sublease (the \"Sublease Space\").\n\n         Owner hereby consents to the subletting by Tenant to Subtenant of the\nSublease Space, such consent being subject to and upon the following terms and\nconditions, to each of which Owner, Tenant and Subtenant expressly agree:\n\n         1. Except as expressly provided herein to the contrary, nothing herein\nor in the Sublease contained shall:\n\n                  (a)      operate as a consent to or approval by Owner of any\n                           of the terms, covenants or conditions of the\n                           Sublease, and Owner shall not be bound thereby,\n                           except as provided herein;\n\n                  (b)      be construed to modify, waive or affect: (i) any of\n                           the provisions, covenants or conditions contained in\n                           the Lease; (ii) any of Tenant's obligations under the\n                           Lease, or to waive any breach thereof, or (iii) any\n                           rights of Owner under the Lease (except insofar as\n                           they are modified by the provisions of this Consent\n                           and\/or in connection with the Sublease);\n\n                  (c)      be construed to enlarge or increase Owner's\n                           obligations under the Lease, to establish Subtenant\n                           as a party entitled to the performance or benefit of\n                           any of such obligations, or to confer upon Subtenant\n                           any benefits or legal rights under the Lease; or\n\n                  (d)      operate as a consent to or approval by Owner of any\n                           alteration, modification, improvement or renovation\n                           of the Sublease Space or any part thereof to\n                           accommodate Subtenant or otherwise (and Subtenant\n                           covenants not to make any alteration, modification,\n                           improvement or renovation therein except in\n                           accordance with, and subject to, the provisions of\n                           the Lease and this Consent).\n\n         2. This consent is not assignable.\n\n         3. In order to induce Owner to execute and deliver this consent, Tenant\nagrees to pay or cause to be paid to Owner, as additional rent under the Lease,\nan amount equal to One Million Dollars ($1,000,000) in lieu of a share of any\nrent and\/or other consideration paid by Subtenant to Tenant, and the\neffectiveness of this Consent is contingent upon receipt of such funds. Owner\nshall acknowledge receipt of such funds as and when received.\n\n         4. The Sublease shall be subject and subordinate at all times to the\nLease and all of the provisions, covenants and conditions thereof. If there\nshall be a conflict between the provisions of the Lease and the Sublease, the\nprovisions of the Lease (as modified by the provisions of this Consent) shall\nprevail.\n\n         5. Neither the Sublease nor this consent thereto shall release or\ndischarge Tenant from any liability under the Lease, and Tenant shall remain\nliable and responsible for the full performance and observance of all the\nprovisions, covenants and conditions set forth in the Lease on the part of\nTenant to be performed and observed. Any breach or violation of any provision of\nthe Lease by Subtenant shall be deemed to be and shall constitute a default by\nTenant in fulfilling such provision.\n\n         6. Except as expressly provided in Paragraph 8 hereof or the Lease to\nthe contrary (i) this consent by Owner shall not be construed as a consent by\nOwner to any further subletting either by Tenant or Subtenant and (ii) the\nSublease may not be assigned, amended, modified, renewed or extended, nor shall\nthe Demised Premises, or any part thereof, be further sublet, used by others or\nlicensed as desk space, without the prior written consent of Owner in each\ninstance. Any violation of the provisions of the immediately preceding sentence\nby Tenant or Subtenant shall be a default under the Lease. Subtenant shall\nprocure all insurance coverage contemplated by the Lease and the Sublease and\nshall include Owner and Owner's managing agent for the Building, if applicable,\nas additional insureds thereunder.\n\n         7. Except as otherwise specifically provided below in this Consent,\nupon the expiration or any earlier termination of the term of the Lease, or in\ncase of the surrender of the Lease by Tenant to Owner, the Sublease and its term\nshall expire and come to an end as of the effective date of such expiration or\ntermination, and Subtenant shall vacate the Sublease Space on or before such\ndate. Notwithstanding the foregoing, if the Lease shall expire or terminate\nduring the term of the Sublease for any reason (including any recapture by\nOwner) other than (A) condemnation or destruction by fire or other casualty\n(subject to Section 10(d) of the Lease, (B) as a result of any default or breach\nby Subtenant of the terms of the Sublease, the Lease or this Consent beyond any\napplicable notice and cure period, or (C) both Tenant and Subtenant voluntarily\nsurrendering the Lease and Sublease to Owner during the term of the Sublease,\nthen without any additional or further agreement of any kind on the part of\nOwner or Subtenant, effective as of such expiration or termination date and\nnotwithstanding such fact, Subtenant's occupancy rights under the Sublease shall\ncontinue with the same force and effect as if Owner, as lessor, and Subtenant,\nas lessee, had entered into a direct lease as of such effective date for a term\nequal to the then unexpired term of the Sublease but containing all of the same\nprovisions as those contained in the Lease, including the Base Rent due\nthereunder (except to the extent any provision thereof is in conflict with the\nprovisions of this Paragraph 7 or Paragraph 8 of this Consent, in which case,\nthe provisions of this Consent shall prevail), in which event Subtenant shall\nattorn to Owner and Owner and Subtenant shall have the same rights, obligations\nand remedies thereunder as were had by Tenant thereunder prior to such effective\ndate, except that in no event shall Owner be: (i) liable for any act or omission\nby Tenant; (ii) subject to any offsets or defenses which Subtenant had or might\nhave against Tenant; (iii) bound by any payment of rent, additional rent or\nother sum made by Subtenant to Tenant in advance of any periods reserved\ntherefor in the Sublease except for the prepayment by Tenant of the first\nmonth's Base Rent ($57,375.00); (iv) required to make any installation or do any\nalteration or work for Subtenant; or (v) liable for the return of any security\ndeposit made by Tenant or liable for the return of any\n\n\n                                       -2-\n\nsecurity deposit made by Subtenant not actually received by Owner. In such event\neach of Subtenant and Owner agree to execute such agreement as the other party\nshall reasonably request to evidence the foregoing direct Lease and the terms of\nParagraphs 7 and 8 hereof. Upon any expiration or termination of the Sublease\npursuant to the provisions of the first sentence of this Paragraph 7, in the\nevent of the failure of Subtenant to vacate the Sublease Space as herein\nprovided, Owner shall be entitled to all of the rights and remedies available to\na landlord against a tenant holding over after the expiration of a term and to\nall losses and damages, direct or consequential, and all reasonable attorneys'\nfees, incurred or suffered by Owner by reason thereof.\n\n                  8. Notwithstanding anything to the contrary contained in this\nConsent or the Lease, each of Owner, Tenant and Subtenant acknowledges and\nagrees that:\n\n                  (i) Subtenant shall be permitted to use the Sublease Space for\nthe \"Permitted Use\" as defined in Section 3 of the Sublease,\n\n                  (ii) the terms and provisions, and rights and obligations, set\nforth in Section 22 of the Lease, including the right to obtain a\nNon-Disturbance Agreement (as defined in the Lease), shall inure to the benefit\nof, and be binding upon, Subtenant, as if Subtenant were the \"Tenant\" first\nnamed in the Lease,\n\n                  (iii) the terms and provisions set forth in Section 23 of the\nLease shall inure to the benefit of, and be binding upon, Subtenant, as if\nSubtenant were the \"Tenant\" first named in the Lease, and for purposes hereof\nany reference therein to Dane Atkinson and\/or Bernar Bekirov shall be deemed\ndeleted,\n\n                  (iv) Owner hereby consents to (A) the use of the Atrium Area\nas a permanently enclosed area and\/or as additional office space and (B)\nSubtenant's HVAC Rights (as defined in Section 18C of the Sublease); provided\nthat, any Alterations to or effecting the Atrium Area, or the roof or other\nstructural or exterior components of the Building, shall remain subject to all\nof the remaining provisions of Section 6 of the Lease or any other provisions of\nthe Lease applicable to Alterations or to Tenant's use and occupancy of the\nDemised Premises, including all required approvals and consents and, provided,\nhowever, that nothing herein or in Section 6(d) the Lease is intended or shall\nbe deemed to require Tenant or Subtenant to remove (x) any Alterations performed\nor installed in connection with Subtenant's HVAC Rights, except to the extent\nthat removal thereof is an express condition to Owner's consent or approval\nthereof at the time same is granted, or (y) any structural or exterior\ncomponents of the Alterations, including any new roof or enclosure, performed or\ninstalled in connection with the construction of the Atrium Area; and provided\nfurther that, for purposes of Section 6(d) of the Lease, any \"clean rooms\",\nwalk-in refrigeration or cooling units or other built-in laboratory equipment\nthat is not readily convertible to general office use or would otherwise\nmaterially increase demolition or reletting costs incurred by Owner shall be\ndeemed \"specialt\" installations under the Lease; and except as modified herein,\nall of the terms. of Article 6 of the Lease shall inure to the benefit of, and\nbe binding upon, Subtenant, as if Subtenant were the \"Tenant\" first named in the\nLease.\n\n                  (v) Tenant shall have the right to grant a leasehold mortgage\nsecured by Tenant's interest in the Demised Premises to Subtenant (or any\nAffiliate of Subtenant created or existing for the purpose of making such\nmortgage loan), and\n\n         (vi) the terms and provisions set forth in Section 18 of the Lease\nshall inure to the benefit of, and be binding upon, Subtenant, as if Subtenant\nwere the \"Tenant\" first named in the Lease; provided, however, that Section\n18(b) of the Lease shall not be applicable thereto.\n\n\n                                      -3-\n\n         9. Tenant shall be and continue to be liable for all bills rendered by\nOwner for charges incurred by or imposed upon Subtenant for services rendered\nand materials supplied to the Demised Premises, and both Tenant and Subtenant\nshall be and continue to be liable for all bills rendered by Owner for charges\nincurred by or imposed upon Subtenant for services rendered and materials\nsupplied to the Sublease Space. Owner may submit bills to Subtenant directly for\nall such charges related to the Sublease Space, but neither such billing nor\nOwner's acceptance of payment directly from Subtenant shall create or be deemed\nto create any privity of contract between Owner and Subtenant, it being\nunderstood and agreed that Owner's transmittal of bills to Subtenant and\nacceptance of payment from Subtenant will be done solely to accommodate Tenant.\n\n         10. Tenant hereby agrees to indemnify and hold Owner harmless with\nrespect to all liability, costs and expenses incurred by Owner in connection\nwith any action or proceeding brought by Subtenant (or parties claiming through\nSubtenant) against Owner to enforce the obligations of Owner under the Lease.\nUnless and to the extent that Subtenant shall become a direct tenant of Owner\npursuant to Paragraph 7 above, notwithstanding anything in the Sublease to the\ncontrary, (i) neither Subtenant nor any parties claiming through Subtenant shall\nhave or be deemed to have any privity with Owner, it being agreed by Subtenant\nthat any rights it may have in respect of the Sublease Space derive solely from\nTenant and (ii) in no event shall Owner be liable to Subtenant (or parties\nclaiming through Subtenant) for Owner's failure, if any, fully to perform and\nobserve all of the provisions, covenants and conditions set forth in the Lease\non the part of Owner to be performed and observed.\n\n         11. Any notice or communication which Tenant or Subtenant may desire or\nbe required to give to any other party under or with respect to this consent\nshall be given in the fashion provided in the Lease.\n\n         12. Each of the following shall constitute a default by Tenant under\nthe Lease: (a) any extension of the term of the Sublease without the prior\nwritten consent of Owner; (b) any modification or amendment of the Sublease\nwithout prior written consent of Owner; or (c) any failure by Tenant or\nSubtenant to comply with the terms and provisions of this Consent. If any one or\nmore of the foregoing defaults occurs Owner shall be entitled to enforce any or\nall of its remedies under the Lease, at law or in equity.\n\n         13. Tenant and Subtenant hereby jointly and severally represent and\nwarrant to and for the benefit of Owner that, except as is expressly set forth\nand described in the Sublease, Subtenant has not paid, is not paying, and has\nnot obligated itself to pay (conditionally or otherwise) any rent, additional\nrent or other consideration of any type or nature whatsoever for or in respect\nof the Demised Premises, the Sublease or any other thing or matter in connection\nwith or related to any of the foregoing, except for Subtenant's contribution\ntoward the payment of the sum described in Paragraph 3 hereof and the mortgage\nloan consented to in Paragraph 8 hereof.\n\n         14. Subtenant shall not use the words UPS or UNTED PARCEL SERVICE in\nany advertising or for any other promotional or profit making purpose whatsoever\nand any sublease of all or any part of the Demised Premises or any assignment of\nthe Sublease shall contain a provision identical to this paragraph.\n\n         15. Subtenant hereby confirms receipt of notification from Owner that,\nthe Building may be located on, or hereafter may be deemed, a landmark site or\notherwise subject to Title 25, Chapter 3 of the Administrative Code of the City\nof New York (the \"Landmarks Law\") and, in such event, in accordance with\nSections 305, 306, 309 or 310 of the Landmarks Law any occupant of the Demised\nPremises must obtain a permit from the Landmarks Preservation Commission of the\nCity of New York before commencing any exterior or interior work in or to\n\n\n                                       -4-\n\nthe Demised Premises, except for ordinary repair and maintenance as that term is\ndefined in Subdivision (r) of Section 302 of the Landmarks Law.\n\n         16. This Consent, which shall be construed in accordance with the\ninternal laws of the State of New York without regard to principles of conflicts\nof law, contains the entire agreement of the parties hereto with respect to the\nsubject matter hereof and may not be changed or terminated orally or by course\nof conduct. All prior understandings and agreements with respect to the subject\nmatter hereof are merged into this Consent, the Lease and the Sublease which\nalone reflect the agreement of the parties hereto. This consent shall be void\nand of no force and effect until executed by Owner and unconditionally delivered\nto Tenant.\n\n         17. This consent may be executed in any number of counterparts, each of\nwhich (together or separately) shall be an original, but all of which shall\nconstitute one instrument.\n\n\n                                       -5-\n\n         IN WITNESS WHEREOF, the parties hereto have duly executed this Consent\nTo Sublease Agreement as of the day and year first above written.\n\n                                                Owner:\n\n                                                UNITED PARCEL SERVICE, INC.,\n\n                                                By:_____________________________\n                                                Name: _________________\n                                                Title:_________________\n\n                                                Tenant:\n\n                                                325 SPRING STREET LLC,\n\n                                                By: 325 Savanna LLC\n\n                                                By:_____________________________\n                                                Name:\n                                                Title:\n\n                                                Subtenant:\n\n                                                IMCLONE SYSTEMS INCORPORATED\n\n                                                By:_____________________________\n                                                Name:\n                                                Title:\n\n\n                                      -6-\n\n                                   SCHEDULE 3\n\n                               Landlord Estoppel\n\n                              LANDLORD'S ESTOPPEL\n\n\n                                                October   , 2001\n\n\n325 Spring Street\nc\/o Savanna Partners\n80 Fifth Avenue\nNew York, New York 10011\n\nImClone Systems Incorporated\n180 Varick Street\nNew York, New York 10014\n\n                  Re:      Lease Agreement, dated as of May 8, 2000, by and\n                           between United Parcel Service, Inc., as Landlord, and\n                           Sensenet, Inc. (\"Sensenet\"), as Tenant, as (i)\n                           amended by that certain First Amendment to Lease\n                           Agreement, dated as of November 1, 2000 and that\n                           certain Second Amendment to Lease, dated as of\n                           October 4, 2001, and (ii) assigned pursuant to that\n                           certain Assignment and Assumption of Lease, dated as\n                           of November 1, 2000, by and between Sensenet,, as\n                           Assignor, and 325 Spring Street LLC (\"325\"), as\n                           Assignee (collectively, the \"Lease\")\n\nGentlemen:\n\n         In connection with that certain Sublease (\"Sublease\"), by and between\n325, as Sublandlord, and ImClone Systems Incorporated (\"ImClone\"), as Subtenant,\ndated as of the date hereof, a copy of which is annexed hereto as Exhibit A,\nLandlord hereby certifies to 325 and ImClone as follows:\n\n         1. To the best knowledge of Landlord, 325 is not in default in the\nperformance of any covenant, agreement or condition contained in the Lease,\nLandlord has not delivered to 325 any notice of default under the Lease that\nremains uncured and to the best knowledge of Landlord, no event has occurred\nwhich, with the passage of time or the giving of notice, or both, would\nconstitute a default by 325 under the Lease.\n\n         2. Landlord is not in default in the performance of any of its\nobligations under the Lease, nor, to the best knowledge of Landlord, has any\nevent occurred which, with the giving of notice or passage of time, or both,\nwould constitute a default by Landlord under the Lease. Landlord has not yet\nreceived any notice of default under the Lease.\n\n         3. The Lease (together with any amendments thereto), a copy of which is\nattached hereto as Exhibit \"B\" is in full force and effect and constitutes the\nentire agreement between Landlord and Tenant with respect to the Premises and\nhas not been modified except as described in any amendments attached hereto.\n\n         4. No work is required under the Lease to have been done to date by\nLandlord. Landlord has no right to \"buyback\" the Lease or \"buy out\" 325's\ninterest in the Lease.\n\n         5. Landlord hereby acknowledges that it has heretofore received\n$57,375.00 on account of Base Rent (as defined in the Lease) payable under the\nLease for the month of May, 2003.\n\n         The foregoing statements are not affirmative representations,\nwarranties or covenants nor shall they shall they subject Landlord to any\nliability whatsoever, the sole effect of same being to estop Landlord from\nmaking assertions to the contrary of such statements against 325 or ImClone.\nLandlord acknowledges that this certificate and consent will be relied upon only\nby 325 and ImClone in connection with consummation of the Sublease and that it\nis solely for the benefit of 325 and ImClone in connection with the Sublease and\nmay not be relied upon by any other person or for any other purpose whatsoever.\n\n         The person executing this certificate is duly authorized and empowered\nto do so.\n\n                                                Very truly yours,\n\n                                                UNITED PARCEL SERVICE\n\n\n                                                By:_____________________________\n                                                   Name:\n                                                   Title:\n\n\n                                      -2-\n\n                                    EXHIBIT A\n\n\n                                    Sublease\n\n\n                                      -3-\n\n                                   EXHIBIT B\n\n                                     Lease\n\n\n                                      -4-\n\n                                   EXHIBIT A\n\n                               Sublease Premises\n\n                                   EXHIBIT B\n\n                                 The Overlease\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7835],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9603,9579],"class_list":["post-41715","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-imclone-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-land__ny","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41715","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41715"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41715"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41715"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41715"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}