{"id":42284,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/equipment-leasing-commitment-finova-technology-finance-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"equipment-leasing-commitment-finova-technology-finance-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/equipment-leasing-commitment-finova-technology-finance-inc-and.html","title":{"rendered":"Equipment Leasing Commitment &#8211; FINOVA Technology Finance Inc. and ImClone Systems Inc."},"content":{"rendered":"<pre>March 23, 1998\n\nMr. Paul Goldstein\nSenior Director Finance, Controller\nImClone Systems, Inc.\n22 Chubb Way\nSomerville, NJ  08876\n\nDear Mr. Goldstein\n\nFINOVA  Technology  Finance,  Inc.  ('Lessor')  is pleased to offer to lease the\nEquipment described below to ImClone Systems, Inc. ('Lessee').\n\nThe outline of this Commitment is a follows:\n\nLessee:                  ImClone Systems Inc.\n\nLessor:                  FINOVA Technology Finance, Inc.\n\nEquipment:               Various laboratory,  computer and office equipment, and\n                         leasehold improvements.  All equipment shall be subject\n                         to  review   and   approval   by  the  Lessor  for  its\n                         acceptability  for lease  under  this  Commitment.  The\n                         Equipment Cost of all leasehold  improvements shall not\n                         exceed $420,000. However, no leasehold improvements may\n                         be  acceptable  for lease  if, at the time of  closing,\n                         their Equipment Cost plus the aggregate  Equipment Cost\n                         for previously  delivered leasehold  improvements shall\n                         exceed 21% of the Equipment  Cost of all Equipment then\n                         and previously delivered under prior commitments.\n\nEquipment Cost:          $2,000,000\n\nEquipment Location:      Somerville, NJ and an office in New York, NY\n\nAnticipated Delivery:    February 1, 1998 - March 31, 1999\n\nClosing Date:            The  date  that  the  Lessor  makes  payment  for   the\n                         Equipment covered  under each schedule to the Equipment\n                         Lease   (each  a  'Schedule'  and   collectively    the\n                         'Schedules')  with an aggregate   cost of not less than\n                         $75,000,  but no later than March 31, 1999.\n\nTerm:                    From  each  Closing  Date  until  48  months  from  the\n                         thirtieth day of the month next following or coincident\n                         with that  Closing  Date.\n\n\n\nMonthly Rent:            Monthly Rent equal to 2.420% of Equipment Cost shall be\n                         payable monthly in advance. First and last month's rent\n                         due in advance.\n\nAdjustment to\nRental Payments:         If on the second  business  day  preceding  the Closing\n                         Date for each Schedule, the highest yield for four-year\n                         U.S.  Treasury  Notes as  published  in The Wall Street\n                         Journal  is  greater  or less than the yield on January\n                         12, 1998,  the Monthly Rent Payments shall be increased\n                         or decreased  to reflect such change in the yield.  The\n                         yield  as of  January  12,  1998  is  5.26%.  As of the\n                         Closing Date,  the Monthly Rent Payments shall be fixed\n                         for the entire term.\n\nInterim Rent:            Interim  Rent shall accrue from each Closing Date until\n                         the 29th day of the month (27th day of the month in the\n                         case of  February)  unless the  Closing  Date is on the\n                         30th day of the month.  If the Closing Date is the 31st\n                         day of a month,  Interim  Rent shall  accrue  until the\n                         29th  day of the next  following  month.  Interim  Rent\n                         shall  be at the  daily  equivalent  of  the  currently\n                         adjusted Monthly Payment.\n\nNet Lease:               The lease shall be a net-net-net  lease  containing the\n                         usual  provisions in the Lessor's  lease  agreement and\n                         such other or different  provisions  that are agreed to\n                         by the  parties.  The Lessee shall be  responsible  for\n                         maintenance,  insurance, taxes, and all other costs and\n                         expenses.\n\nTaxes:                   Sales or use taxes shall be added to the Equipment Cost\n                         or collected on the gross rentals, as appropriate.  The\n                         Lessee  will be  given an  opportunity  to  supply  tax\n                         exemption certificates where applicable.\n\nInsurance:               Prior to any  delivery of  Equipment,  the Lessee shall\n                         furnish confirmation of insurance reasonably acceptable\n                         to the Lessor covering the Equipment including primary,\n                         all risk,  physical damage,  property damage and bodily\n                         injury with appropriate loss payee endorsement in favor\n                         of the Lessor.\n\nCondition to Closing:    Conditions precedent to each Closing Date shall include\n                         that no  payment  is then past due to the Lessor or any\n                         assign of the Lessor from the  Lessee,  that the Lessee\n                         is in compliance  with the material  provisions of this\n                         Commitment and the lease, that information requested by\n                         the Lessor and all  documentation  then required by the\n                         Lessor's  counsel  has  been  received  by  the  Lessor\n                         including  resolutions of the Board of Directors of the\n                         Lessee  authorizing  the  transactions  contemplated by\n                         this  Commitment  and an  opinion  of  counsel  for the\n                         Lessee satisfactory to counsel for the Lessor, that the\n                         Lessee is not in default under any material contract to\n                         which it is a party or by which it or its  property  is\n                         bound, and that there has not been any material adverse\n                         change or  threatened  material  adverse  change in the\n                         financial  or other  condition,  business,  operations,\n                         properties,  assets or  prospects  of the Lessee  since\n                         December 31, 1996 or from the written  information that\n\n\n\n                         has been  supplied  to the Lessor  prior to the date of\n                         this Commitment by the Lessee.\n\n                         The Lessor shall not be responsible  for any failure of\n                         suppliers  or  manufactures  of the  Equipment or their\n                         distributors to perform their obligations to the Lessor\n                         or the  Lessee.  The  Lessee  shall  provide  quarterly\n                         financial  statements  and  status  reports  during the\n                         Commitment period.\n\nPurchase Option:         The Lessee  shall have the option to purchase  all (but\n                         not less than all) the Equipment,  at the expiration of\n                         the term of the lease for the then  current Fair Market\n                         Value of the Equipment, plus applicable sales and other\n                         taxes.\n\nAutomatic Renewal:       In the event the Lessee does not  exercise the Purchase\n                         Option described  above, the lease shall  automatically\n                         renew for a term of one year with Monthly rentals equal\n                         to 1.50% of Equipment Cost payable  monthly in advance.\n                         At the  expiration  of the renewal  period,  the Lessee\n                         shall  have the  option to  purchase  all (but not less\n                         than  all)  the  Equipment  for its then  current  Fair\n                         Market Value, plus applicable sales and other taxes.\n\nAdditional Covenants:    There  shall  be  no  actual  or  threatened   material\n                         conflict with, or material violation of, any regulatory\n                         statute,  standard or rule relating to the Lessee,  its\n                         present or future operations, or the Equipment.\n\n                         All  statements  made by the Lessee to the Lessor shall\n                         be correct in all material  respects and shall not omit\n                         any material fact  necessary to make the statements not\n                         misleading in light of the  circumstances in which they\n                         are  made.  There  shall be no  material  breach of the\n                         representations  and  warranties  of the  Lessee in the\n                         lease  during  the term of the  lease  and any  renewal\n                         periods.  The  representations  shall  include that the\n                         Equipment  Cost of each item of the Equipment  does not\n                         exceed  the  fair and  usual  price  for like  quantity\n                         purchases  of such  item and  reflects  all  discounts,\n                         rebates  and  allowances  for the  Equipment  given  to\n                         Lessee or any affiliate of Lessee by the  manufacturer,\n                         supplier or anyone else including,  without limitation,\n                         discounts for advertising,  prompt payment,  testing or\n                         other services.\n\nFees and Expenses:       The  Lessee  shall  be  responsible  for  the  Lessor's\n                         reasonable expenses in connection with the transaction.\n\nSurvival:                The Commitment  Letter shall survive closing.  However,\n                         if  there  is  any  conflict   between  the  terms  and\n                         conditions of the Master  Equipment Lease Agreement and\n                         Schedules  and  those of this  Commitment  Letter,  the\n                         Master  Equipment  Lease  Agreement and Schedules shall\n                         control.\n\nCommitment-Expiration:   This Commitment shall expire on March 31, 1998,  unless\n                         prior thereto either  extended in writing by the Lessor\n                         or accepted as provided below by the Lessee.  A $15,000\n                         Commitment  Fee  shall  be due  upon  signing  of  this\n\n\n\n                         letter.  The $15,000  previously  paid  Application Fee\n                         shall  be  applied  towards  the  Commitment  Fee.  The\n                         Commitment  Fee shall be first applied to the costs and\n                         expenses   of  the  Lessor  in   connection   with  the\n                         transaction,  and any remainder shall be applied to the\n                         second  month's  rent  due  under  the  Schedules  on a\n                         pro-rata basis.\n\nShould  you have any  questions,  please  call me.  If you wish to  accept  this\nCommitment,  please so indicate by signing and returning the enclosed  duplicate\ncopy of this letter to me by April 1, 1998.\n\n                                     Sincerely,\n\n                                     FINOVA TECHNOLOGY FINANCE, INC.\n\n                                     By: \/s\/ Linda A. Moschitto\n                                        ---------------------------------------\n                                             Linda A. Moschitto\n                                             Director - Contract Administration\n\nAccepted this 1 day of April, 1998\n\nIMCLONE SYSTEMS, INC.\n\nBy: \/s\/ Paul A. Goldstein\n   ----------------------------\nTyped or Printed Name:\n        Paul A. Goldstein\nTitle:  Senior Director Finance, Controller\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7528,7835],"corporate_contracts_industries":[9405,9416],"corporate_contracts_types":[9613,9614],"class_list":["post-42284","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-finova-group-inc","corporate_contracts_companies-imclone-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_industries-financial__credit","corporate_contracts_types-operations","corporate_contracts_types-operations__equipment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42284","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=42284"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42284"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42284"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42284"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}