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EXHIBIT 10.10
AUREAL-XXX SUBLEASE - PAGE 1
Rev #6
SUBLEASE
This Sublease ("Sublease") is entered into between Xxx Research
Corporation, ("Xxx"), a California corporation, and Aureal Semiconductor Inc.
("Aureal") effective on June 7, 1999.
Whereas Xxx has leased some 103,060 square feet of commercial space
located at 00000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxx, XX (the "Premises") from WHC-Six
Real Estate Limited Partnership and WHC-Six Real Estate Limited Partnership
subsequently assigned the Lease to California Public Employees Retirement
System ("Landlord") pursuant to a real property lease dated April 24, 1995 and
a First Amendment to Standard Form Lease dated October 24, 1996 (which lease
and Amendment shall collectively be referred to as the "Lease");
Whereas, Xxx desires to sublease the Premises (as that term is defined in
the Lease) to Aureal;
Whereas Aureal is willing to sublease the Premises from Xxx subject to the
terms of the Lease, and pursuant to the terms and conditions set forth herein;
and
A depiction of the Premises is attached as Exhibit "A";
Based on the mutual promises contained herein and other good and valuable
consideration, the parties agree as follows:
1. DEMISE. Subject to the approval of the Landlord and in consideration
for the rents and all other charges and payments payable by Aureal, and for the
agreements, terms and conditions to be performed by Aureal in this Sublease,
Xxx does hereby sublease to Aureal and Aureal does hereby hire and take from
Xxx, the Premises located at 00000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxx, XX upon the
agreements, terms and conditions of this Sublease for the Term hereinafter
stated.
2. USE. Aureal may use the space rented from Xxx under this Sublease for
general office, light industrial and warehouse uses and such other uses as are
permitted under the Lease.
3. TERM. The term of this Sublease shall be for the period beginning on
the date (the "Commencement Date") that is thirty (30) days after the
satisfaction of the following conditions (the "Commencement Conditions"): (a)
the execution of the Sublease by both parties; (b) the delivery of written
notice to Aureal that the environmental closure of Xxx'x existing operations in
the Premises have been completed; (c) Landlord's consent to the Sublease and
(d) Xxx'x delivery of the Premises to Aureal. Subject to Aureal's right to
extend the term and Xxx'x right of termination, the term shall expire on
December 31, 2001. If the Commencement Conditions have not been satisfied
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by July 1, 1999, then Aureal shall have the right to terminate this Sublease at
any time prior to the satisfaction of the Commencement Conditions by providing
Xxx written notice of such election. Whether or not Aureal terminates the
Sublease, Aureal shall not be entitled to damages or compensation of any kind
due to Xxx'x inability or failure to fulfill the Commencement Conditions.
4. EARLY POSSESSION. Aureal may take possession of the Premises immediately
following the satisfaction of the Commencement Conditions to prepare the
building for occupancy. Aureal's obligation to comply with the terms and
conditions of the Lease incorporated into this Sublease and this Sublease shall
commence upon the start of Aureal's possession of the Premises excepting only
that Aureal's obligation to pay rent shall not begin until the Commencement
Date. Aureal shall pay those expenses described in paragraph 3.3 of the Lease,
to the extent those expenses arise from Aureal's early possession of the
Premises, but Aureal shall not otherwise pay Additional Rent during this period.
5. SECURITY DEPOSIT. Aureal shall deliver to Xxx a security deposit in the
amount of $100,000 within three business days of delivery of a fully executed
copy of this Sublease. That deposit shall be held by Xxx as security for
Aureal's full and faithful performance of each and every term, covenant and
condition of the Sublease, and Xxx may retain the deposit, or any part thereof,
to remedy the breach or failure to fulfill any such term, covenant or condition
which (if a notice and cure period applies) Aureal has failed to cure within any
applicable notice and cure period set forth in the Sublease. In the event that
Xxx does retain all or any portion of the deposit, such action shall be in
addition to, and not in lieu of, any other rights or remedies that Xxx may have
under this Sublease and shall not be construed as an election of remedies. Xxx
shall not be required to keep the Security Deposit separate from its general
funds and Aureal shall not be entitled to any interest on the deposit. If Xxx so
uses or applies all or any portion of the Security Deposit, Aureal shall within
ten (10) days after written demand deposit with Xxx in cash an amount sufficient
to restore the Security Deposit to the full original amount. The Security
Deposit or so much thereof as has not theretofore been applied or retained by
Xxx pursuant to this paragraph 5, shall be returned to Aureal within thirty (30)
days after the later of the expiration of the term or the date which Aureal
vacates the Premises.
6. RENT. Rent under this Sublease has two components: (1) Base Rent, as
set forth below; and (2) Additional Rent, as described in the Lease and as
modified or supplemented by the additional items described herein. The intent of
the parties is for Aureal to pay all expenses imposed on Xxx by virtue of the
Lease (except for Xxx'x obligation for Base Rent under the Lease, the cost to
Xxx to maintain the property insurance required by the Lease, any obligations of
Xxx which relate to events that occurred prior to Aureal's occupancy (or, if
sooner, the Commencement Date), and Xxx'x obligation to pay any brokerage
commission that it has assumed the obligation to pay), plus those expenses
incurred by Xxx for mechanical maintenance and landscaping performed by Xxx plus
any amortized expenses as described in paragraph 13, below, as
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AUREAL-XXX SUBLEASE - PAGE 3
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Additional Rent under this Sublease, calculated (where applicable) in the manner
described in the Lease. Rent shall be due and payable to Xxx by Aureal on the
same dates on which Rent is due under the Lease. At each anniversary of the
Commencement Date, when the Landlord changes the Additional Rent payment due,
and at such other mutually agreeable times, the parties shall conduct a
reconciliation of the Additional Rent to provide that Aureal is paying (and has
paid) to xxx the sum of Additional Rent that Xxx is paying (and has paid) to
Landlord in addition to the other amounts described herein. Xxx will provide a
credit against the following month(s) Additional Rent for any excess payments
revealed by the reconciliation. At a reasonable time following the conclusion
of the Sublease, the parties will also do a reconciliation of Additional Rent
payments and will render payment to the other any sums due based on that
reconciliation. Aureal's obligation to pay rent under this Sublease shall xxxxx
only to the extent that Xxx'x obligation to pay rent to Landlord shall be
abated under the terms of the Lease.
6.1 Base Rent. Monthly Base rent for the Premises is as follows:
Commencement Date - December 31, 2001: $74,160 per month;
and
Provided that the term of the lease is extended as provided
herein;
January 1, 2002 - June 30, 2005: $108,150 per month.
6.2 First Month's Rent. Aureal shall pay the first month's Base Rent
within three (3) business days of completion of the Commencement
Conditions. Additional Rent for the first month will be due on the
Commencement Date.
6.3 Prorated Rent. If the Commencement Date occurs in the middle of a
month, Base Rent for the second month of the lease term will be
charged at a prorated rate (calculated to reflect Aureal's occupancy
during the prior month).
6.4 Payment of Property Taxes. Aureal shall pay all property taxes due
and payable by Xxx under the Lease for the term of the Sublease. Such
amounts shall be prorated and paid for any period in which Aureal is
obligated to pay Additional Rent. Xxx shall give Aureal notice of the
property taxes due as soon as reasonably possible (but, in any event,
no later than sixty days before the next installment is delinquent)
and Aureal shall pay the sum due in the next installment at least
thirty days before such installment is delinquent. In the event that
Xxx does not know the actual amount of property taxes due at least
sixty days before the delinquent date for the next installment, Xxx
will provide Aureal with a good faith estimate. Aureal will pay the
estimate, and the parties will reconcile the difference promptly
after the sum is determined. Provided that Aureal's payment is
complete and timely, Aureal shall
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AUREAL-XXX SUBLEASE - PAGE 4
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nor be responsible for any late payment fees arising out of such
property taxes.
7. PROVISIONAL RIGHT TO EXTEND. Prior to December 31, 2000, Aureal shall
have the provisional option to extend the Sublease through June 30, 2005.
Written notice of such election must be provided to Xxx. and Xxx shall have
thirty days after receipt of such notice to provide written notice to Aureal
whether or not such extension will be permitted by Xxx. Xxx may only refuse to
permit such extension based on a good faith belief, held by Xxx at the time the
refusal is communicated to Aureal, that Xxx intends to use or reoccupy the
Premises. If Xxx does not permit such extension, then Aureal shall owe no Base
Rent to Xxx for the final three months of its occupancy of the Premises
(although the obligation to pay Additional Rent for that period as well as any
other sums due under this Sublease shall continue). Provided that Xxx does not
provide such notice and provided that Xxx has not previously provided Aureal
with notice of termination, as described below, Aureal's tenancy shall be
extended under the terms and conditions of this Sublease until June 30, 2005
with the following modification: Aureal's Base Rent shall increase as provided
in section 6, above. Except for the rent credit described herein, Aureal shall
have no claim for damages, costs or expenses should Xxx decide not to permit
Aureal to extend the term of this Sublease.
8. RIGHT TO TERMINATE SUBLEASE. After December 1, 2000, either Xxx or
Aureal has the right to terminate this Sublease by providing twelve (12) months
written notice to the other party of such termination. Such right may only be
exercised within ten days before the end of each calendar quarter: i.e. between
March 21 and March 31; between June 20 and June 30; between September 20 and
September 30 and between December 21 and December 31. If Xxx elects to terminate
the Sublease in this manner, it shall do so based on a good faith belief, held
by Xxx at the time the notice of termination is given, that it intends to use or
reoccupy the Premises at the termination of the Sublease. If the Sublease
terminates based on Xxx'x notice. Aureal shall be excused from the payment of
Base Rent to Xxx during the final three (3) months of its occupancy of the
Premises (although it shall still be obligated to pay Additional Rent and any
other sums due under this Sublease for the entire period, including the final
three months). Except for the rent credit described herein, Aureal shall have no
claim for damages, costs or expense should Xxx decide to terminate this
Sublease. Aureal's right to a rent credit provided under the provisions of this
paragraph 8, shall not be cumulative with Aureal's right to a rent credit under
the circumstances set forth in the preceding paragraph 7 (i.e. Aureal shall be
entitled to only one rent credit if Xxx decides to terminate this Sublease or to
refuse to allow Aureal to extend the term). If, after Xxx has given notice of
termination, circumstances change such that Xxx does not intend to use or occupy
the Premises at the anticipated conclusion of the term of this Sublease, Xxx
will provide written notice to Aureal of such change of condition. Within
fifteen (15) business days after delivery of such written notice, Aureal may
provide written notice to Xxx that it will continue its occupancy of the
Premises under the terms of this Sublease (and at the Rent continue its
occupancy of the Premises under the terms of this Sublease (and at the Rent
obligations then prevailing). Aureal's occupancy shall thereafter continue,
under the terms of this Sublease (including, without limitation, Xxx'x right to
terminate the
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AUREAL-XXX SUBLEASE - PAGE 5
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Sublease as provided herein) except that Aureal shall not receive the three
month rent credit described above. However, should Xxx subsequently provide
notice of its intent to terminate pursuant to this provision, Aureal shall again
be entitled to the rent credit mentioned above.
9. RESTORATION. As its sole expense, at the conclusion of the Sublease,
Aureal shall clean and restore the Premises to the condition that they existed
at the time that Aureal took possession thereof except for the following items:
(1) normal wear and tear, (2) any maintenance required by Xxx or Landlord
(without prejudice to Xxx or Landlord's rights to collect the costs of such
maintenance from Aureal as Additional Rent or otherwise), (3) damage and
destruction covered by Landlord under Article XII of the Lease, (4) any
condemnation covered by Article XIII of the Lease and (5) contamination of
hazardous materials, except to the extent that the tenant must restore the
premises from hazardous materials contamination under the Lease.
10. CONDITION. Xxx shall deliver to Aureal the Premises, including, but
not limited to, the HVAC, roof and roof membrane, parking lot, plumbing and
electrical, in good working condition. In addition, Xxx shall make the
following improvements to the Premises before July 1, 1999: (1) shampoo the
carpets; (2) patch walls and paint as needed; (3) remove the existing furniture
and communications equipment (cabling and patch panel board excepted); and (4)
deliver the Premises in "broom clean" condition. Except as so provided, Xxx
will make no tenant improvements to the Premises nor provide Aureal with any
allowance for Tenant Improvements. Aureal has the obligation under this
Sublease to do a physical inspection of the Premises, and to engage whatever
expert assistance it may require, to satisfy itself as to the condition of the
Premises.
11. PARKING AND COMMON AREA ACCESS. Subject to the terms and conditions
of the Lease, Aureal shall have the right to use the parking lot and other
common areas on the real property on which the Premises are situated.
12. SIGNAGE. Signage shall be permitted, with the Landlord's approval and
subject to any governmental rule or regulation, as permitted in the Lease.
13. ADA; Other Laws and Regulations. To Xxx'x actual knowledge, it has
not received any notices that the Premises are in violation of the Americans
with Disabilities Act ("ADA"). Aureal acknowledges that it has been informed
that it may be required to construct improvements on the Premises or invest
substantial sums in the Premises to comply with governmental laws, rules or
regulations (including the ADA) arising out of Aureal's alterations to the
Premises or particular use of the Premises. Aureal has conducted its own
independent investigation concerning its obligations under the ADA, as well as
other governmental acts, rules and regulations, and is satisfied with that
investigation. Aureal agrees to indemnify and hold harmless Xxx and Landlord
from any claim, cost or obligation arising from Aureal's violation or
non-compliance with any governmental law, rule or regulation (including the
ADA) arising out of Aureal's alterations to the premises or particular use of
the Premises. If there is a change in the
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AUREAL-XXX SUBLEASE - PAGE 6
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law after the Commencement Conditions are fulfilled which requires Aureal to
invest substantial sums on the improvement of the Premises then, to the extent
those sums are not paid by the Landlord under the Lease. Xxx shall make or have
made those alterations at its own expense and will amortize those expenses in
Aureal's Additional Rent costs over an appropriate period, as provided in
paragraph 16 of this Sublease.
14. LEASE OBLIGATIONS. (A) Except as expressly set forth below in
Paragraphs 14(B) or 14(C) or contrary to the terms of this Sublease, the Lease
is incorporated herein in its entirety by this reference. For the purpose of
this Sublease, all references in the Lease to "Landlord" shall be deemed to
mean Xxx and all references to "Tenant" shall be deemed to mean Aureal, all
references to "Premises" shall be deemed to mean Premises and all references to
"Lease" shall mean this Sublease.
(B) The following provisions of the Lease are specifically excluded from
incorporation into this Sublease: Article I, paragraphs 1, 3, 4, 5, 7, 8, 9,
10, 12, 13 and 14, Sections 3.2, 3.4, 3.6, 4.2, 4.4, 11.11, 15.8, 15.9, 21.1
and 21.8, paragraph 3 of the Amendment to the Lease and all provisions of the
Addendum to the Lease except for paragraphs 8 and 9. The following provisions
of the Lease are modified in that all references in these paragraphs to
"Landlord" shall be deemed to mean the California Public Employees Retirement
System ("CALPERS" i.e. Landlord under the Sublease): Sections 8.1, 9.1, Article
X, XII, XIII, XVI, XVII, and paragraph 8 of the Addendum. To the extent any of
the provisions of the Lease incorporated herein are inconsistent with this
Sublease, the terms of the Sublease shall prevail. Except as excluded from the
Sublease, the following provisions of the Lease are modified in that all
references in these paragraphs to "Landlord" shall be deemed to mean (i) either
Xxx or CALPERS (when the provision refers to the Landlord's representations or
ability to exercise a power or right) or (ii) both (when the provision refers to
the Tenant's representations, duty or obligation): Sections 5.3, 5.4, 6.2, 6.3,
6.4, 6.6, 6.7, 7.6, 7.7, 8.3, 9.4, Articles XI, XIV, and XXL. Article XV of the
Lease is modified by changing the notice and cure periods, as set forth in this
Sublease, but otherwise incorporated herein.
(C) Notwithstanding the foregoing incorporation of the terms and
conditions of the Lease, Xxx shall not be responsible for the performance of
any obligations to be performed by the Landlord under the Lease and Aureal
agrees to look solely to the Landlord for the performance of such obligations.
At Aureal's written request, Xxx covenants to use good faith and all reasonable
efforts to enforce against Landlord all provisions of the Lease benefiting
Aureal. Aureal shall reimburse Xxx for all reasonable costs incurred by Xxx in
enforcing such covenants against Landlord, except to the extent Landlord is
required to reimburse Xxx or directly pay for such reasonable costs pursuant to
the Lease.
(D) Aureal agrees to indemnify and hold harmless Xxx from and against any
and all claims, liabilities, losses, damages and expenses (including reasonable
attorneys' fees) incurred by Xxx arising out of, from or in connection with
(i) the use or occupancy of the Premises by Aureal, (ii) any breach or default
by Aureal under this Sublease, or (iii) the failure of Aureal to perform any
obligation under the terms and provisions of the Lease assumed by Aureal
hereunder or required to be performed by Aureal as provided herein.
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AUREAL-XXX SUBLEASE - PAGE 7
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(E) Xxx hereby agrees to indemnify and hold harmless Aureal from and
against any and all claims, liabilities, losses, damages and expenses
(including reasonable attorneys' fees) incurred by Aureal arising out of, from
or in connection with (i) Xxx'x breach or default of any provision of this
Sublease or any provisions of the Lease not assumed by Aureal hereunder, (ii)
acts or omissions of Xxx under the Lease in connection with the Premises prior
to the Commencement Date of this Sublease, or (iii) any contamination of the
Premiss with hazardous materials caused by Xxx.
15. DEFAULT. Section 15.1 of the Lease is incorporated herein with
the following modifications: the notice to cure period is shortened from seven
(7) days to five (5) days in section 15.1(a) and the notice to cure period is
shortened from thirty (30) days to twenty (20) days in section 15.1(h). If Xxx
assumes possession of the Premises, it shall be entitled, but not obligated, to
seek another subtenant for the Premises.
15.1 HOLDING OVER. If Aureal remains in possession of all or any
part of the Premises after the expiration of the Term of this Sublease
(or any approved extension thereof) without the prior written consent
of Xxx, Xxx shall have the right to seek immediate eviction of Aureal,
in addition to any other remedies at law or equity. In addition,
Aureal shall be obligated to pay Xxx double Base Rent during any
holdover period, in addition to Additional Rent, attorneys' fees,
expert fees and costs of litigation. Any such holding over shall still
be subject to every other term, condition and covenant of this
Sublease.
16. MAINTENANCE. As a modification to Aureal's maintenance
obligations under the Sublease, Xxx shall provide routine landscaping (not
including any parking lot maintenance) and maintenance and repairs to the roof
and HVAC systems of the Premises, and Aureal shall pay Xxx for the cost of such
maintenance and repairs (where such costs shall include, but not be limited to,
a reasonable amount for Xxx'x labor in performing such maintenance and repairs,
in addition to any equipment, parts or tooling charges) through Additional
Rent. Xxx shall indemnify Aureal to the extent Xxx'x failure to fulfill its
obligations under this paragraph result in costs or expenses being imposed on
Aureal that would not be imposed if Xxx had fulfilled those obligations in a
reasonable manner. Except as provided herein, Aureal shall assume and fulfill
all other maintenance or repair obligations on the Premises, to the same extent
required by Xxx under the Lease. Aureal shall also be responsible for the cost
of all standard operating expenses, such as utilities, janitorial costs and
interior maintenance. Without prejudice to Xxx'x rights under the Lease
vis-a-vis Landlord, Xxx, not Aureal, shall bear the costs of any major repair
or replacement of items to be maintained by Xxx or Aureal under the Lease if
such costs are incurred during the first year following the Commencement Date
and those costs do not arise from the repair of anything damaged by the acts or
negligence of Aureal or its agents or invitees. After the first year following
the Commencement Date, any costs for replacement of items that, by standard
accounting practice, should be capitalized shall be amortized over the
reasonable useful life of the item according to Generally Accepted Accounting
Principles and amortization of such capitalized costs will be added to Aureal's
Additional Rent.
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17. TENANT IMPROVEMENTS. There is no allowance for Tenant Improvements
under this Sublease and to the extent that the Lease provides such an allowance,
such allowance may be used only for Xxx for its own benefit. Aureal may, at its
own expense, make tenant improvements provided that, before Aureal makes any
tenant improvements or changes to the Premises, Aureal shall first obtain Xxx
and Landlord's written approval of such changes. Aureal may use the contractor
of its choice for such tenant improvements, and Xxx'x consent to those
improvements shall not be unreasonably withheld. All such improvements or
changes shall comply with all laws, regulations and building codes applicable
thereto.
18. INSURANCE. Aureal shall maintain insurance on the Premises as
required by paragraph 5 of the Amendment to the Lease except that Aureal shall
not be required to carry flood (as distinguished from water damage) or
earthquake insurance on the Premises. Aureal shall pay for this insurance itself
but shall not be obligated to pay the costs of Xxx'x property insurance on the
Premises through Additional Rent or otherwise. Xxx'x insurers shall retain full
subrogation rights against Aureal.
19. FINANCIAL STATEMENTS. Within thirty (30) days after Xxx'x request,
Aureal shall deliver to Xxx Aureal's then current public financial statements.
Such statements shall be audited by a certified public accountant and shall
include a balance sheet and statement of profit and loss for the most current
calendar year, all prepared in accordance with generally accepted accounting
principles, consistently applied.
20. ADDITIONAL MEASURES. At no cost to Lam, Aureal shall take such
reasonable, additional actions as are necessary for Xxx to comply with all
applicable laws, rules and regulations relating to the Premises and to permit
Xxx'x compliance with the Lease. Aureal shall conduct itself in a way so as to
avoid imposing obligations upon Xxx which are not created by the terms of this
Sublease.
21. ENTIRE AGREEMENT. This Sublease in conjunction with the attachments
and the provisions of the Lease incorporated herein constitute an integrated
agreement and supersede all prior written or oral negotiations and agreements
between the parties relating to this Sublease.
22. REPRESENTATIONS AND WARRANTIES. Xxx and Aureal each make the
following representations and warranties, each of which is material to the
execution of this Sublease:
(1) It is a corporation, duly organized, validly existing and in
good standing under the laws of its state of incorporation.
(2) The person executing the Sublease on its behalf has full
power and authority to execute and deliver this Sublease.
(3) This Sublease, once executed, is a legal, valid and binding
obligation on it.
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(4) That it is aware of any event, cause or condition which would
constitute a breach any term or condition of the Lease by the execution of this
Sublease.
23. CONSTRUCTION OF AGREEMENT. This agreement is governed by California
law. The parties agree that this Sublease represents an agreement that has been
mutually negotiated and agreed to by the parties, each possessing equal
bargaining power, so that there will be no presumption in favor of either party
in construing any ambiguities in the agreement. Should any provision of this
agreement be held illegal or unenforceable, the remaining terms of this
agreement shall not be affected thereby and the illegal or unenforceable
provision shall be replaced by a mutually agreeable provision which reflects the
intent of the parties. This agreement may not be modified or altered except by
an agreement in writing signed by an authorized representative of both parties.
24. ASSIGNMENT AND SUBLETTING. Aureal may only assign this Agreement or
sublease the premises with the written consent of Xxx (which shall not be
unreasonably withheld) and the Landlord.
25. CONSENT REQUIREMENT. This Sublease is conditional upon receipt of
Landlord's consent. If such consent is not obtained, all prepaid deposits will
be returned and neither party will have any remedy against the other for breach
or other cause arising out of this Sublease.
26. EXERCISE OF XXX'X RIGHT TO TERMINATE THE LEASE. Should Xxx be entitled
to terminate the Lease, pursuant to the existing terms of the Lease, Xxx shall
be permitted under this Sublease to exercise its termination rights without
remedy to Aureal except that Aureal's obligations under this Sublease will
terminate to the extent that Xxx'x obligations under the Lease do so; however,
Xxx will take reasonable steps to minimize the impact of that decision on
Aureal.
27. BROKER. Xxx and Aureal each warrant and represent to the other that
neither has had any dealings with any real estate broker, agent or finder in
connection with the negotiation of this Sublease or the introduction of the
parties to this transaction, except for the parties respective brokers: Xxx
Xxxxxxxx of CB Xxxxxxx Xxxxx for Aureal and Xxx XxXxxxxx of CRESA for Xxx. The
commission for the brokers shall be paid by Xxx pursuant to the terms of a
separate written agreement between Xxx and its broker. Each party further
represents and warrants that it knows of no other real estate broker, agent or
finder who is or might be entitled to a commission or a fee in connection which
this Sublease. In the event of any additional claim for brokers' or finders'
fees with respect to this Lease, Aureal shall indemnify, hold harmless, protect
and defend Xxx from and against such claims if they shall be based upon any
statement or representation or agreement made by Aureal and Xxx shall indemnify,
hold harmless, protect and defend Aureal from and against such claims if they
shall be based on any statement, representation or agreement made by Xxx.
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Wherefore, the parties affix their signatures to this Sublease as evidence of
their agreement to its terms and conditions.
Xxx Research Corporation Aureal Semiconductor Inc.
by /s/ XXXX XXXXXX by /s/ XXXX XXXXXXX
-------------------------------- -------------------------------------
its DIRECTOR OF FACILITIES its SR. V.P. FINANCE
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