Exhibit 10.2
LEASE AGREEMENT
This Lease is entered into between Daycon Investors Associates, Inc. ("Landlord"
or "Daycon"), a Florida Profit corporation, and Cavit Sciences, Inc. ("Tenant"
or "Cavit"), a Florida Profit corporation.
RECITALS
1. Landlord is the owner of the Americare Building, 00 X.X. 000xx Xxxxxx, Xxxxx,
XX 00000. The Americare Building is referred to as "the Building."
2. Tenant wishes to lease from Landlord laboratory space, comprising 36 feet x 7
inches in width and 49 feet x 3 inches in length for a total of 1801.56 square
feet of space, located on the first floor of the Building, and 500 total square
feet of warehouse space located on the first floor of the building in
consideration of the mutual covenants and agreements of this lease. The premises
are referred to in this lease as "the premises" or "the leased premises."
3. Landlord wishes to lease the premises to Tenant in consideration of the
mutual covenants and agreements of this lease, and other good and valuable
consideration.
ARTICLE 1
TERM
Term of Lease
ss. 1.01. The term of this lease is one year, beginning on January 1, 2008 and
ending on December 31, 2008 unless terminated sooner or extended as provided in
this lease.
Option To Extend Term
ss. 1.02. Tenant may extend this lease beyond the expiration date provided in
ss. 1.01 on the following conditions:
(a) Tenant may, if it fully and faithfully complies with this lease, extend the
lease term for 1 year. The extended term will begin on the day following the
expiration date of the lease term specified in ss. 1.01, and for 4 additional
periods of the same length, each to begin on the day following the expiration
date of the immediately preceding extended term. But if, on the date the
original term or any extended term expires, Tenant is in default beyond any
grace period provided in this lease in performing any of the terms of this
lease, the remaining option or options are void. All the terms and covenants of
the original lease term apply to all extended lease terms.
(b) Tenant may exercise each option to extend this lease by giving Landlord
notice of its intention to do so not later than 30 days before the lease term
expires, in the case of the initial option to extend, or before the extended
lease term expires, in the case of successive options to extend. Notice of an
intention to exercise an option under this lease must, to be effective, be sent
by certified or registered mail to Landlord at 000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx
Xxxxx, XX 00000 and be postmarked no later than the latest date provided in this
section for Tenant's exercising the option.
Holdover
ss. 1.03. If Tenant holds over and continues in possession of the premises after
the lease term (or any extension of it) expires, other than as provided in ss.
1.02, Tenant will be considered to be occupying the premises on a month-to-month
tenancy, subject to all of the terms of this lease.
ARTICLE 2
RENT
Basic Rent
ss. 2.011 Tenant will pay Landlord $5,337.34 per month, from the beginning of
the lease term and throughout the original lease term, in advance on the
fifteenth (15th) day of each month. This amount is the "basic rent." Rent for
any fractional month at the beginning or end of the lease term will be prorated
on a per-day basis. This basic rent will increase by ten (10%) percent for each
extended lease term.
Leasehold Improvement Fee
ss. 2.012 In consideration of Landlord having expended approximately $45,000 to
make premises suitable for Tenant's needs, Tenant agrees to pay an additional
$14,000 for the first month of this lease and an additional $7,750 for the
second through fifth month of this lease, in addition to the basic rent above in
section 2.011.
Security Deposit
ss. 2.02 Tenant will deposit with Landlord $5,337.34 as security for Tenant's
fully and faithfully performing the terms of this lease. This deposit will be
made no later than Tenant's occupancy of the premises.
Security Deposit as Landlord's Remedy
ss. 2.03 Landlord may apply all or any part of the deposit required in ss. 2.02
of this article to cure any default of Tenant under this lease. In that event,
Tenant must deposit with Landlord the amount applied to cure its default
immediately on notice from Landlord of the nature and amount of the application.
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Effect of Transfer of Premises
ss. 2.04 If Landlord transfers its interest in the premises during the lease
term, it may either: (a) return the deposit to Tenant, plus interest at the rate
of five (5%) percent annually, minus any deductions made under Section ss. 2.03
of this article and not replaced by Tenant; or (b) transfer the deposit, plus
interest at the rate of five (5%) percent annually, minus any deductions made
under Section ss. 2.03 of this article and not replaced by Tenant, to Landlord's
successor in interest. If Landlord transfers all or any portion of the deposit
under this section, on transfer Landlord will be relieved of all rights and
obligations with regard to the deposit, and all of these rights and obligations
will accrue to the transferee. Landlord must give Tenant notice of any such
transfer, including the name and address of the transferee and the amount
transferred.
Return of Security Deposit
ss. 2.05 Landlord must return the deposit to Tenant, with interest at the rate
of percent annually, minus any amounts deducted under ss. 2.03 of this article
that have not been replaced by Tenant, no later than 30 days after Tenant
surrenders possession of the premises to Landlord. The deposit must be returned
as provided in this section to the address left with Landlord by Tenant for this
purpose or, if no such address was left, at Tenant's last known address.
Increased Operating Costs
ss. 2.06 If Landlord's costs, as determined by its auditors, of owning and
maintaining the Building, including the parking garage and other facilities
maintained for the benefit of the Building or its tenants, during any calendar
month of the lease term, exceeds the average monthly cost for the first twelve
(12) months of the term, Tenant will pay to Landlord each month thereafter an
amount representing Tenant's proportionate share of the increased cost. This
amount is referred to as "additional rent" under this lease.
(a) Landlord must make written demand of Tenant for the amount of additional
rent due to effectuate this section. Landlord's failing to demand payment of
additional rent to cover increased operating costs does not waive Landlord's
right to claim the additional rent in the future, but no assessment of
additional rent under this paragraph may be made retroactive.
(b) Tenant's proportionate share of the increased costs of owning and
maintaining the Building is computed by dividing the total rentable square
footage of the Building by the total square footage of the leased premises and
multiplying the increase in the monthly operating expenses by the resulting
percentage figure. The total rentable square footage is computed by taking the
total square footage of the Building and subtracting the square footage of all
common areas, storage areas, areas required for heating or air conditioning, or
other equipment required to service or maintain the Building and the basement.
It includes any space occupied by Landlord as office space.
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Additional Real Estate Taxes
ss. 2.07 If the real estate taxes attributable to the premises and applicable to
the calendar year beginning January 1, 2008 or to any calendar year thereafter
during which the premises are fully assessed, exceed the real estate taxes
attributable to the premises and applicable to the calendar year beginning
January 1, 2007, Tenant must pay Landlord as additional rent the portion of such
excess attributable to the premises. The additional rent must be paid in twelve
(12) equal monthly installments beginning on December 1st of the calendar year
immediately succeeding the calendar year in which such excess occurs. However,
any such additional rent is not due and payable beyond the term of this Lease or
its renewal.
Notice of Excess
ss. 2.08 On or before December 31, 2008, and on or before December 31 of each
subsequent calendar year, the Landlord must give the Tenant a written statement
showing the computation of such excess, if any, for the preceding calendar year
and showing the amount of additional rent for which the Tenant is obligated
under ss. 2.09.
Computation of Excess
ss. 2.09 To determine the applicability of real estate taxes for each calendar
year, real estate taxes levied on the basis of a tax year that does not coincide
with a calendar year will be deemed to apply 1/12th to each calendar month in
the tax year. The portion of real estate taxes attributable to the premises will
be deemed to be equal to the product obtained by multiplying the increased real
estate taxes assessed against the Building (including the land on which the
Building is situated)] by a fraction, the numerator of which is the gross
square-foot area of the leased premises (2301.56) and the denominator of which
is the gross square foot area of the Building as it existed at the time this
lease was executed.
Property Tax Notice and Revision
ss. 2.10 Landlord must notify Tenant promptly on receipt of any real estate tax
assessment notice received from the taxing authorities. On Tenant's request,
Landlord must seek redress from the taxing authority following the procedures
provided by law. If such redress is denied, Landlord must promptly notify Tenant
of the denial. On Tenant's request, Landlord must be required to
administratively appeal the denial following the procedures provided by law.
ARTICLE 3
USE OF PREMISES
Permitted Use
ss. 3.01. Tenant represents and warrants to Landlord that Tenant intends to use
the premises only for a nutritional and surgical instrumentation laboratory and
storage space, respectively. Tenant's use of the premises is restricted to those
purposes specified in this section, unless Landlord gives Tenant prior written
consent for a different use.
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Insurance Hazards
ss. 3.02. Tenant may not use, or permit using, the premises in any manner that
will cause a cancellation of, or an increase in, the existing rates for fire,
liability, or other insurance policies covering the premises or any improvements
on them, or insuring Landlord for any liability in connection with owning the
premises.
Compliance With Laws
ss. 3.03. (a) Tenant may not use, or permit using, the premises in any manner
that results in waste of premises or constitutes a nuisance or for any illegal
purpose. Tenant, at its own expense, will comply, and will cause its officers,
employees, agents, and invitees to comply, with all applicable laws, ordinances,
and governmental rules and regulations concerning the use of the premises,
including Hazardous Materials Laws.
(b) Tenant, at its sole cost, must comply with all Hazardous Materials Laws in
connection with Tenant's use of the premises. If Tenant stores, uses or disposes
of any other Hazardous Materials on the premises, Tenant must notify Landlord in
writing at least five (5) days prior to their first appearance on the premises,
and Tenant's failure to do so is a default under the lease.
(c) "Hazardous Materials" means any substance, material, or waste that is or
becomes regulated by any local governmental agency, the State of Florida, or the
federal government, including, but not limited to, any material or substance
that is (i) designated as a "hazardous substance" pursuant to Section 311 of the
Clean Water Act, 33 U.S.C. ss. 1251, or listed pursuant to Section 307 of the
Clean Water Act, 33 U.S.C. ss. 1317, (ii) defined as a "hazardous substance"
pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. ss. 9601, (iii) defined as a
"hazardous waste" pursuant to Section 1004 of the Resource Conservation and
Recovery Act, 42 U.S.C. ss. 6901, (iv) petroleum, (v) asbestos, and (vi)
polychlorinated biphenyls.
(d) "Hazardous Materials Laws" means any federal, state, or local statute,
ordinance, order, rule, or regulation of any type relating to the storage,
handling, use, or disposal of any Hazardous Materials, the contamination of the
environment, or any removal of such contamination, including, without
limitation, those statutes referred to in subsection (c).
Use of Common Areas
ss. 3.04. Restrooms, elevators, stairs, hallways, lobbies, parking lots and
garage, walkways, second floor foyer, three (3) third floor conference rooms,
third floor break room and all other common areas of the Building are for the
joint use of Tenant and the other tenants of the Building. Tenant and its
officers, employees, agents, and invitees will use the common areas in a
reasonable, orderly, and sanitary manner in cooperation with all other tenants
and their officers, employees, agents, and invitees.
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Consideration for Other Tenants
ss. 3.05. Tenant will conduct itself--and will cause its officers, employees,
agents, and invitees to conduct themselves--with full regard for the rights,
convenience, and welfare of all other tenants in the Building.
ARTICLE 4
SERVICES, MAINTENANCE, AND SURRENDER
Services and Maintenance by Landlord
ss. 4.01. So long as Tenant is not in default under this lease, Landlord will
furnish the premises with the following services and maintenance at its sole
expense:
Air Conditioning
(a) Air conditioning from 8:00 a.m. until 6:00 p.m., every day except weekends
and holidays, during the customary periods of the year when, and to the same
extent, Landlord furnishes air conditioning for other portions of the Building.
Elevators
(b) Elevator service for the use of all tenants and occupants of the Building
and their invitees.
Electricity
(c) Electric current consisting of service for lighting and ordinary business
appliances. Tenant will pay to landlord each month the increased electric
current charges associated with Tenant's use of industrial and/or manufacturing
machinery.
Water
(d) Water service for restrooms, break rooms and leased laboratory.
Janitorial Service
(e) Given the sensitivity and security required for the work to be done in the
leased premises by tenant, Landlord will not be providing any janitorial
services to Tenant for the spaces being leased and described herein. Tenant will
be responsible for the cleanliness and complete maintenance of the leased
premises described herein, including but not limited to sweeping and waxing
floors, removing trash, cleaning windows and replacing light globes or
fluorescent tubes in the standard lighting fixtures installed in the leased
premises. Tenant will also be responsible for maintaining the two bathrooms and
shower located in the above described leased premises.
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Maintaining Common Areas and Their Accessibility
(f) Maintaining in reasonably good order and condition the public and common
areas of the Building and property on which it is situated, including lobbies,
elevators, stairs, corridors, restrooms not located in the leased premises
described herein above, walkways, courtyards, parking areas, and appropriate
landscaping of outdoor areas. Landlord will, at its sole expense, install and
maintain all measures to comply with accessibility legal requirements with
respect to the public and common areas of the Building and property.
"Accessibility legal requirements" means all federal, state, and local laws,
regulations, rules, and orders related to accessibility by persons with
disabilities, including, but not limited to, Title III of the Americans with
Disabilities Act, 42 U.S.C. ss. 12181
Maintaining Building Structure
(g) Maintaining the structure of the Building, including but not limited to the
roof, exterior walls (including windows), floors, and foundation.
Maintenance and Surrender by Tenant
ss. 4.02. Except as provided in ss. 4.01, Tenant will maintain the premises and
keep them free from waste or nuisance throughout the lease term and any
extensions of it. When the lease terminates, Tenant must deliver the premises in
as good a state of repair and condition as they were in when Landlord delivered
possession to Tenant, except for reasonable wear and tear and damage by fire,
hurricane, tornado, or other casualty. If Tenant neglects to reasonably maintain
the premises, Landlord may, but is not required to, cause repairs or corrections
to be made. Any reasonable costs incurred for repairs or corrections for which
Tenant is responsible under this section are payable by Tenant to Landlord as
additional rental on the next rental installment date.
ARTICLE 5
TAXES ON TENANT'S PROPERTY
Tenant will pay all taxes levied or assessed against personal property,
furniture, or fixtures it places in or on the premises. If any such taxes for
which Tenant is liable are levied or assessed against Landlord or Landlord's
property, and Landlord elects to pay them, or if the assessed value of
Landlord's property is increased by including personal property, furniture, or
fixtures placed by Tenant in the premises, and Landlord elects to pay the taxes
based on the increase, Tenant must, upon demand, pay Landlord the part of the
taxes for which Tenant is primarily liable under this article.
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ARTICLE 6
ALTERATIONS, ADDITIONS, IMPROVEMENTS, AND FIXTURES
Consent of Landlord
ss. 6.01. Tenant may not make any alterations, additions, or improvements to the
premises without Landlord's prior written consent. Landlord may not unreasonably
withhold consent for nonstructural alterations, additions, or improvements.
Property of Landlord
ss. 6.02. All alterations, additions, or improvements made by Tenant will become
Landlord's property when this lease terminates. But Tenant must promptly remove,
if Landlord so elects, all alterations, additions, and improvements, and any
other property placed in or on the premises by Tenant, and Tenant must repair
any damage caused by the removal.
Trade Fixtures
ss. 6.03. Tenant has the right at all times to erect or install furniture and
fixtures, as long as Tenant complies with all applicable governmental laws,
ordinances, and regulations. Tenant may remove such items when this lease
terminates, if Tenant is not in default at that time and the fixtures can be
removed without structural damage to the premises. Before this lease terminates,
Tenant must repair any damage caused by removing any fixtures. Any furniture or
fixtures not removed by Tenant when this lease terminates are considered
abandoned by Tenant and automatically become Landlord's property.
Alterations Required by Accessibility Laws
ss. 6.04. (a) Tenant is responsible for making any alterations, additions, or
improvements to the premises that are mandated by accessibility legal
requirements ("accessibility alterations"). The allocation of responsibility to
Tenant for compliance with accessibility legal requirements with respect to the
premises is a material inducement for the parties to enter this lease.
(b) Landlord will reimburse Tenant for all reasonable out-of-pocket costs
incurred by Tenant in making the accessibility alterations within thirty (30)
days after Tenant submits a written demand along with supporting documentation.
The cost of these accessibility alterations for which Tenant has received
reimbursement from Landlord will be amortized over their useful life as
reasonably agreed by the parties, together with interest on the unamortized
balance at the rate of three (3%) percent per year, and will be paid by Tenant
to Landlord as additional rent.
(c) Before undertaking the accessibility alterations, Tenant must deliver to
Landlord a detailed cost breakdown of the accessibility alterations. This cost
breakdown is subject to Landlord's reasonable approval. Tenant must use
reasonable efforts to minimize the cost of the accessibility alterations by
coordinating them with Tenant's undertaking of other alterations and
improvements on the premises. Unless Landlord otherwise agrees, Tenant must seek
competitive bidding for all significant components of any accessibility
alterations.
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ARTICLE 7
DAMAGE OR DESTRUCTION
Notice to Landlord
ss. 7.01. If the premises or any structures or improvements on them are damaged
or destroyed by fire, hurricane, tornado, or other casualty, Tenant must
immediately give Landlord written notice of the damage or destruction, including
a description of the damage and, as far as known to Tenant, the cause of the
damage.
Total Destruction
ss. 7.02. If the premises are totally destroyed by fire, hurricane, tornado, or
other casualty not the fault of Tenant or any person in or about the premises
with Tenant's express or implied consent, or if they are so damaged that
rebuilding or repairs cannot reasonably be completed within 180 working days and
at a cost not to exceed $10,000.00, this lease will terminate, and rent will be
abated for the unexpired portion of this lease, effective as of the date of
written notification as provided in ss. 7.01.
Partial Destruction
ss. 7.03. If the premises are damaged by fire, hurricane, tornado, or other
casualty not the fault of Tenant or any person in or about the premises with
Tenant's express or implied consent, but not to such an extent that rebuilding
or repairs cannot reasonably be completed within 180 working days and at a cost
not to exceed $10,000.00, this lease will not terminate except as follows:
(a) If the premises are partially destroyed before the final three (3) months of
the lease term, Landlord must, at its sole cost and risk, proceed immediately to
rebuild or repair the premises to substantially the condition they were in
before the damage. If the damage renders the premises untenantable in whole or
in part, the rent payable during the period in which they are untenantable will
be adjusted equitably. If Landlord fails to complete the rebuilding or repairs
within 180 working days after the date of Tenant's written notification to
Landlord of the occurrence of the damage, Tenant may terminate this lease by
written notification to Landlord. Upon the notification, all rights and
obligations under this lease will cease.
(b) If the premises are partially destroyed in the final three (3) months of the
lease term, Landlord need not rebuild or repair the premises. If Landlord elects
not to rebuild or repair, and the damage rendered the premises untenantable in
whole or in part, Tenant may terminate the lease or continue it, with the rent
for the remainder of the lease period adjusted equitably.
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ARTICLE 8
CONDEMNATION
Total Condemnation
ss. 8.01. If, during the lease term or any extension or renewal of the lease,
all of the premises are taken for any public or quasi-public use under any
governmental law, ordinance, or regulation, or by right of eminent domain, or
are sold to the condemning authority under threat of condemnation, this lease
will terminate, and the rent will be abated during the unexpired portion of this
lease, effective as of the date the condemning authority takes the premises.
Partial Condemnation
ss. 8.02. If less than all, but more than fifty (50%) percent, of the premises
is taken for any public or quasi-public use under any governmental law,
ordinance, or regulation or by right of eminent domain, or is sold to the
condemning authority under threat of condemnation, either party may terminate
the lease by giving written notice to the other within 30 days after the entity
exercising the power of condemnation takes possession of the condemned portion.
If the premises are partially condemned and neither party elects to terminate
the lease, or if less than fifty (50%) percent of the premises is condemned,
this lease will not terminate, but the rent will be adjusted equitably during
the unexpired portion of this lease.
Condemnation Award
ss. 8.03. Landlord will receive the entire award from any condemnation, and
Tenant will have no claim to that award or for the value of any unexpired term
of this lease.
ARTICLE 9
RULES AND REGULATIONS
Tenant and its officers, employees, agents, and invitees will comply fully with
all of the rules and regulations of the Building and related facilities. The
following rules and regulations are are made a part of the lease as though fully
set out in it:
1. Landlord requires that Tenant, Tenant's officers, employees and guests
keep the building in good working condition and are respectful of the
other tenants in the building and their privacy.
2. All of Tenant's employees are required to have background checks and
any of those with questionable backgrounds cannot be employed by
Tenant because of the sensitivity of work being done by other tenants
in the building.
3. All of Tenant's employees must have and wear, at all times in the
building, a picture identification.
4. There is no smoking in the Building.
5. There are to be no firearms in the Building.
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Landlord at all times may make reasonable changes, additions, or deletions to
these rules and regulations to ensure or enhance the safety, care, cleanliness,
maintenance, or preservation of the Building and related facilities and premises
and to preserve good order in and on the Building and its related facilities and
the premises. Tenant and its officers, employees, agents, and invitees will be
bound by any such changes, additions, or deletions to the rules and regulations
when Tenant receives from Landlord written notice of the change, addition, or
deletion. Tenant is responsible for compliance by its officers, employees,
agents, and invitees with all such rules and regulations.
ARTICLE 10
INSPECTION BY LANDLORD
Landlord and its officers, agents, employees, and representatives may enter any
part of the premises at all reasonable hours for purposes of inspection,
cleaning, maintenance, repairs, alterations, or additions as Landlord considers
necessary (but without any obligation to perform any of these functions except
as stated in this lease), or to show the premises to prospective tenants,
purchasers, or lenders. Tenant is not entitled to any abatement or reduction of
rent by reason of the entry of Landlord or any of its officers, agents,
representatives, or employees under this article, nor will such an entry be
considered an actual or constructive eviction.
ARTICLE 11
MECHANIC'S LIENS
Tenant will not permit any mechanic's lien or liens to be placed on the premises
or on improvements on them. If a mechanic's lien is filed on the premises or on
improvements on them, Tenant will promptly pay it. If default in payment of the
lien continues for 20 days after Landlord's written notice to Tenant, Landlord
may, at its option, pay the lien or any portion of it without inquiring into its
validity. Any amounts Landlord pays to remove a mechanic's lien caused by Tenant
to be filed against the premises or against improvements on the premises,
including expenses and interest, are due from Tenant to Landlord and must be
repaid to Landlord immediately on rendition of notice, together with interest at
eighteen (18%) percent annually until repaid.
Landlord's interest in the premises is not subject to mechanics' liens for
improvements made, or contracted for, by Tenant. Tenant must give written
notification to all contractors making any improvements on the premises of this
provision of the lease.
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ARTICLE 12
INDEMNITY
Tenant's General Indemnity
ss. 12.01. Tenant will indemnify and hold Landlord harmless against any claims,
demands, damages, costs, and expenses, including reasonable attorney's fees, for
defending claims and demands arising from the conduct or management of Tenant's
business on the premises or its use of the premises, or from any breach on
Tenant's part of any conditions of this lease, or from any act or negligence of
Tenant, its officers, agents, contractors, employees, subtenants, or invitees in
or about the premises. In case of any action or proceeding brought against
Landlord by reason of any such claim, Tenant, on notice from Landlord, will
defend the action or proceeding by counsel acceptable to Landlord.
Tenant's Environmental Indemnity
ss. 12.02. (a) Tenant is responsible only for the payment of that portion of any
cleanup costs for the premises necessary for compliance with Hazardous Materials
Laws that arise as a result of Tenant's discharge of Hazardous Materials on the
premises during Tenant's occupancy of the premises. Landlord is responsible for
all other cleanup costs and for ensuring that any other responsible party
participate in the cleanup to the extent of its responsibility for a release.
(b) Tenant must indemnify, defend, and hold harmless Landlord from and against
all claims, liabilities, losses, damages, and costs, foreseen or unforeseen,
including without limitation counsel, engineering, and other professional or
expert fees, that Landlord may incur by reason of Tenant's action or inaction
with regard to Tenant's obligations under this section. This section survives
the expiration or earlier termination of this lease.
Insurance
ss. 12.03. Tenant agrees to obtain an insurance policy issued in the names of
the Landlord and Tenant for any negligence or intentional acts by Tenant or
Tenant's employees or guests while on or in the premises and the adjoining
parking lot. Tenant further agrees to insure Landlord against theft or any other
hazard that is not covered by the aforementioned coverage obtained above caused
by Tenant, Tenant's employees or guests.
ss. 12.04. Landlord agrees to promptly pay Tenant for any loss of inventory or
product or business interruption that Tenant may incur, as a result of
Landlord's negligence in failing to provide the services specified in ss. 4.01
above, that are not covered by Tenant's insurance company. If default in payment
of the loss continues for 20 days after Tenant's written notice to Landlord,
Tenant may, at its option, pay the loss or any portion of it, or deduct the loss
or any portion of it from future Basic Rent or Leasehold Improvement Fees due
Landlord as specified in ss. 2.011 and ss. 2.022, respectively. Any amounts
Tenant pays to cover the loss caused by Landlord's failure to provide above
services, including expenses and interest, are due from Landlord to Tenant and
must be repaid to Tenant immediately on rendition of notice, together with
interest at eighteen (18%) percent annually until repaid.
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ARTICLE 13
ASSIGNMENT AND SUBLEASE
Assignment and Subletting by Tenant
ss.13.01. Tenant has no right to sublet or assign its interest in the leased
premises described above.
Assignment by Landlord
ss.13.02. Landlord may assign any or all of its interest under this lease.
ARTICLE 14
DEFAULT
Tenant's Default
ss.14.01. The following events are considered events of default by Tenant under
this lease:
(a) Tenant fails to pay any installment of rent due under this lease, and the
failure continues for 10 days.
(b) Tenant fails to comply with any term or covenant of this lease, other than
the payment of rent, and does not cure the failure within 20 days after written
notice of the failure to Tenant.
(c) Tenant makes an assignment for the benefit of creditors.
(d) Tenant deserts or vacates any substantial portion of the premises for five
or more days.
Landlord's Remedies
ss.14.02. If any default specified inss.14.01 occurs, Landlord may pursue one or
more of the following remedies:
(a) Without notice to Tenant, Landlord may terminate this lease, in which event
Tenant must immediately surrender the premises to Landlord. Tenant will, on
demand, pay Landlord the amount of all loss and damage that Landlord suffers by
reason of the termination, whether through inability to relet the premises on
satisfactory terms or otherwise.
(b) Landlord may enter on and take possession of the premises; relet the
premises on the terms Landlord considers advisable; and receive the rent for the
reletting. Tenant will, on demand, pay Landlord any deficiency that may arise by
reason of reletting.
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(c) Landlord may enter the premises and do whatever Tenant is obligated to do
under the terms of this lease to correct the default. Tenant will, on demand,
reimburse Landlord for any expenses that Landlord incurs in effecting compliance
with Tenant's obligations under this lease in this manner, and Tenant further
releases Landlord from liability for any damages resulting to Tenant from such
an action.
No reentry or taking possession of the premises by Landlord may be construed as
an election on its part to terminate this lease, unless a written notice of the
intention is given to Tenant. Notwithstanding any reletting or reentry or taking
possession, Landlord may at any time thereafter terminate this lease for a
previous default. The loss or damage that Landlord may suffer in terminating
this lease, or the deficiency from any reletting as provided above, includes the
expense of repossession.
Landlord's Lien
ss. 14.03. (a) Landlord has, at all times, a valid security interest to secure
payment of all rentals and other sums of money becoming due under this lease
from Tenant and to secure payment of any damages or loss that Landlord may
suffer by reason of Tenant's breaching any covenant, agreement, or condition
contained in this lease. This security interest covers all goods, wares,
equipment, fixtures, furniture, and other personal property of Tenant that is
now on the premises or placed on the premises at some later date, and all
proceeds from them. This property may not be removed from the premises without
Landlord's consent until all arrearages in rent and all other sums of money then
due Landlord under this lease have been paid and discharged, and all the
covenants, agreements, and conditions of this lease have been fully complied
with and performed by Tenant.
(b) If Tenant is in default, Landlord may, in addition to any other remedies
provided in this lease or by law, after giving reasonable notice of the intent
to take possession and giving an opportunity for a hearing on the issue, enter
on the premises and take possession of any goods, wares, equipment, fixtures,
furniture, and other personal property of Tenant situated on the premises,
without liability for trespass or conversion. Landlord may sell the property at
public or private sale, with or without having the property at the sale, after
giving Tenant reasonable notice of the time and place of any public sale or of
the time after which any private sale is to be made. Landlord or its assigns may
buy any items to be sold at the sale unless they are prohibited from doing so by
law. Unless otherwise provided by law, and without excluding any other manner of
giving Tenant reasonable notice, the reasonable-notice requirement is met if
notice is given at least fifteen (15) days before the time of sale. The proceeds
from any such disposition, less any expenses connected with taking possession,
holding, and selling the property (including reasonable attorney's fees and
other expenses), will be applied as a credit against the indebtedness secured by
the security interest granted in this section. Any surplus will be paid to
Tenant or as otherwise required by law, and Tenant will pay any deficiencies
immediately.
(c) When Landlord requests, Tenant will execute and deliver to Landlord a
financing statement in sufficient form to perfect Landlord's security interest
in the property and proceeds under the Uniform Commercial Code. The statutory
lien for rent is not waived as the contractual security interest granted in this
article supplements the statutory lien.
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Landlord's Default
ss.14.04. (a) If Landlord defaults in performing any term or covenant that
Landlord must perform under this agreement, Tenant may do either of the
following:
(i) After not fewer than seven (7) days' notice to Landlord, Tenant may remedy
the default by any necessary action and, in connection with this remedy, may pay
expenses and employ counsel. Landlord must, on demand, pay Tenant all sums
expended or obligations incurred by Tenant in connection with remedying
Landlord's default. Tenant may, if not reimbursed, in addition to any other
right or remedy that it may have, deduct these costs from rent subsequently due
under this lease.
(ii) Tenant may terminate this lease by giving at least seven (7) days' notice
to Landlord of its intention. If Tenant chooses this option, the lease will
terminate on the date designated in Tenant's notice, unless Landlord has cured
the default before the seven-day period expires.
(b) Landlord's default does not give Tenant the right to withhold payment of
rent during the lease term.
Cumulative Remedies
ss. 14.05. By pursuing any remedy provided in this lease, neither Landlord nor
Tenant is precluded from pursuing any other remedy provided in this lease or
provided by law. Either party's pursuing any remedy provided in this lease or by
law is not a forfeiture or waiver of any damages accruing to either party by
reason of violating any term or covenant of this lease. Nor will Landlord's
pursuing any remedies provided in this lease constitute a waiver or forfeiture
of any rent due under this lease.
Waiver of Default
ss. 14.06. Either party's waiving any default or violation or breach of any term
or covenant of this lease does not waive any other violation or breach of any
term or covenant of the lease. Nor does either party's forbearing to enforce one
or more of the remedies provided in this lease or by law upon a default waive
the default. Landlord's accepting rent following default under this lease does
not waive the default.
Surrender of Premises
ss. 14.07 No act done by Landlord or its agents during the lease term may be
considered an acceptance of a surrender of the premises, and no agreement to
accept a surrender of the premises is valid unless in writing and subscribed by
Landlord.
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ARTICLE 15
LEASE OF OFFICE FURNITURE AND LABORATORY EQUIPMENT
ss. 15.01 The Landlord hereby leases to the Tenant the furniture, personal
property, and accessories hereinafter referred to as the "furniture," and
described in a separate Schedule A or any amendment, which shall be agreed upon
by the Landlord and the Tenant.
Term
ss. 15.02 This Lease shall become effective commencing with the date the
furniture is delivered to the Tenant, which will be on or about January 1, 2008,
and shall continue for a full term of 1 year from the date of such delivery,
unless renewed or terminated as provided herein.
Surrender
ss. 15.03 The Tenant shall leave at the leased premises described above each
item of furniture leased hereunder, immediately at the conclusion of the term
for which such furniture is leased, in good order, condition, and repair,
subject only to the normal use, wear, and tear to be expected in view of the age
of such furniture.
Rental
ss. 15.04 The leased furniture will be in the leased premises upon Tenant's
taking possession of the same. The payment of rent for the furniture is included
in the rent to be paid for the leased premises as described in Article Two
above.
Use
ss. 15.05 The furniture covered hereby may be used by the Tenant only at the
location stated above and shall not be removed there from or subletted or leased
to any third parties.
Ownership
ss. 15.06 It is expressly understood that this is an agreement of lease only,
and that the Tenant acquires no right, title, or interest in or to the furniture
described in Schedule A or amendments thereto, other than the right to the
possession and use of the same in accordance with the terms of this Lease. Any
identification tags attached to leased property shall not be removed.
Maintenance
ss. 15.07 The Tenant agrees to exercise due and proper care in the use and
maintenance of the furniture, to keep the furniture in a good state of repair,
and to be responsible for all damage to the furniture from negligence.
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Inspection
ss. 15.07 The Landlord shall have the right of access to the Tenant's premises
for inspection of the furniture at reasonable times and with a minimum of
interference with the Tenant's operation. If inspection reveals that furniture
is improperly used, repaired, or maintained, then the Landlord may service or
repair the same as needed and such expense shall be paid by the Tenant.
Service
ss. 15.08 Any work performed by the Landlord in the service or maintenance of
the furniture as the result of the Tenant's failure or neglect shall not deprive
the Landlord of any of its rights, remedies, or actions against the Tenant for
damages resulting from such failure or neglect.
Warranty
ss. 15.09 THE LANDLORD HAS MADE NO GUARANTY OR WARRANTIES, EXPRESS OR IMPLIED,
REGARDING THE LEASED FURNITURE AS TO MATERIAL, WORKMANSHIP, OR THE CAPACITY OF
THE FURNITURE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.
Breakdown
ss. 15.10 The Landlord shall not be responsible for any loss of time or any
other loss resulting from any furniture breakdown or other failures. The
Landlord will replace any defective parts within a reasonable time of being
notified. It is also understood that there shall be no abatement of rental
during any period of breakdown or nonuse of the leased furniture.
Insurance
ss. 15.11 The Landlord shall insure all of the personal property involved in
this Lease, or any amendments thereto, against any loss by fire or other hazard
or perils ordinarily included under the standard extended coverage endorsement.
The Tenant agrees to obtain an insurance policy issued in the names of the
Landlord and the Tenant, and to insure said property against loss by theft or
any other hazard that is not covered by the aforementioned coverage obtained by
the Landlord.
Indemnity
ss. 15.12 The Tenant shall indemnify the Landlord, its directors, officers,
employees, agents, and assigns, against, and hold them harmless from, any and
all claims, demands, liabilities, actions, suits, and proceedings of every kind,
including the costs and expenses thereof, caused by, arising out of, or
connected with each item of furniture leased hereunder, including, without
limitation, the manufacture, selection, delivery, possession, use, operation,
and return of such furniture, and any and all bodily injury, death, or property
damage. The Landlord shall not be liable for any loss, damage, or injury to the
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Tenant of any kind and in any manner caused by or connected with any furniture
or the condition, reconditioning, repair, maintenance, possession, or use
thereof.
Additional Furniture
ss.15.13 Additional furniture may be added by amendment to this Lease as
required.
Amendments
ss. 15.14 All such additions shall be shown as an amendment to this Lease and
shall contain, in addition to an itemized listing of all additions, a schedule
of lease payments, if any. All additions made through the month shall be grouped
together and covered by one amendment, effective as of the first of the month
following the installation.
ARTICLE 16
MISCELLANEOUS
Mortgages
ss. 16.01. Tenant accepts this lease subject to any deeds of trust, security
interests, or mortgages that might now or later constitute a lien on the
Building or on improvements in it or on the premises. Tenant must, on demand,
execute any instruments, releases, or other documents required by any lender to
subject and subordinate this lease to the lien of any such deed of trust,
security interest, or mortgage. With respect to any deed of trust, security
interest, or mortgage constituting a lien on the Building or improvements in it
or on the premises, Landlord may waive the application of this section so that
this lease will not be subject and subordinate to any such deed of trust,
security interest, or mortgage.
Notices and Addresses
ss.16.02. (a) All notices required under this lease must be given by certified
or registered mail, addressed to the proper party, at the following addresses:
Landlord: Daycon Investors Associates, Inc., 000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx
Xxxxx, XX 00000
Tenant: Cavit Sciences, Inc., 00 XX 000xx Xxxxxx, Xxxxx, XX 00000
(b) Either party may change the address to which notices are to be sent by
sending written notice of the new address to the other party in accordance with
the terms of this section.
Parties Bound
ss. 16.03. This agreement binds, and inures to the benefit of, the parties to
the lease and their respective heirs, executors, administrators, legal
representatives, successors, and permitted and proper assignees.
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Choice of Law
ss. 16.04. This agreement is to be construed under Florida law, and all
obligations of the parties created by this agreement are performable in
Miami-Dade County, Florida.
Legal Construction
ss. 16.05. If any one or more of the provisions in this agreement are for any
reason held to be invalid, illegal, or unenforceable in any respect, the
invalidity, illegality, or unenforceability will not affect any other provision
of the agreement, which will be construed as if it had not included the invalid,
illegal, or unenforceable provision.
Prior Agreements Superseded
ss. 16.06. This agreement constitutes the parties' sole agreement and supersedes
any prior understandings or written or oral agreements between the parties with
respect to the subject matter.
Amendment
ss. 16.07. No amendment, modification, or alteration of the terms of this
agreement is binding unless in writing, dated subsequent to the date of this
agreement, and duly executed by the parties.
Joint and Several Liability
ss. 16.08. If there is more than one Tenant, the obligations imposed on Tenants
by this lease are joint and several. If there is a guarantor of Tenant's
obligations under this lease, the obligations imposed on Tenant are the joint
and several obligations of Tenant and the guarantor. Landlord need not first
proceed against Tenant before proceeding against the guarantor, nor will any
such guarantor be released from its guaranty for any reason whatsoever.
Rights and Remedies Cumulative
ss. 16.09. The rights and remedies provided by this lease are cumulative, and
either party's using any right or remedy will not preclude or waive its right to
use any other remedy. These rights and remedies are in addition to any other
rights the parties may have by law, statute, ordinance, or otherwise.
Attorney's Fees and Costs
ss. 16.10. If any action is brought to enforce this agreement, the prevailing
party is entitled to recover reasonable attorney's fees from the other party, in
addition to any other relief that may be awarded.
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Force Majeure
ss. 16.11. Neither Landlord nor Tenant is required to perform any term or
covenant of this lease so long as performance is delayed or prevented by FORCE
MAJEURE, which includes acts of God, strikes, lockouts, material or labor
restrictions by any governmental authority, civil riot, floods, and any other
cause not reasonably within Landlord's or Tenant's control and that Landlord or
Tenant cannot, by exercising due diligence, prevent or overcome in whole or
part.
Time of Essence
ss.16.12. Time is of the essence of this agreement.
The undersigned Landlord and Tenant execute this agreement on December 28, 2007,
at Miami, Miami-Dade County, Florida.
LANDLORD
Daycon Investors Associates, Inc.
By /s/ Xxxxxx X. X'Xxxxxx
--------------------------------------
Xx. Xxxxxx X. X'Xxxxxx, President
TENANT
Cavit Sciences, Inc.
By /s/ Xxxx X. Xxxx
--------------------------------------
Xxxx X. Xxxx, President
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