SUBLEASE AGREEMENT
THIS
SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of the
31st
day of
January 31st
2007, by
and between NanoViricides, Inc., a Nevada
corporation (the “Subtenant”), and Kemira Chemicals, Inc., a Georgia corporation
(the “Sublandlord”).
RECITALS
Sublandlord
is the tenant of a certain building and improvements (the “Property”) located at
0 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxx, consisting of 20,000 rentable square
feet, pursuant to that certain Lease dated as of July 20, 1999 between Research
Development of Woodbridge, LLC, as landlord, and Bayer Corporation, as tenant,
as amended by First Amendment to Lease dated May 3, 2002, between such parties.
In accordance with the provisions of that certain Assignment and Assumption
of
Lease dated as of March 31, 2006, LANNESS Corporation, a Delaware corporation,
the successor to all rights and interest of Bayer Corporation under said lease,
assigned to Sublandlord all rights, and Sublandlord assumed all obligations,
as
tenant under said Lease. Hall Investments, Ltd. is the successor to Research
Development of Woodbridge, LLC, and is landlord under the Lease (the
“Landlord”). Copies of the Lease dated July 20, 1999, the First Amendment to
Lease dated May 3, 2002 and the Assignment and Assumption of Lease dated March
3, 2006 are attached hereto as Exhibit
A,
and all
such instruments taken together are herein referred to as the “Lease
Agreement.”
Subtenant
desires to sublease from Sublandlord a portion of the Property consisting of
approximately 5,000 rentable square feet (the “Premises”), together with the
non-exclusive use of certain common areas, all as depicted on Exhibit
B
attached
hereto, and Sublandlord is willing to sublease the Premises to Subtenant on
the
terms and conditions set forth herein.
NOW,
THEREFORE, for and in consideration of the premises as set out in the Recitals
of Fact and the terms and covenants of this Sublease, and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
parties agree as follows:
AGREEMENTS
1. AGREEMENT
TO SUBLEASE.
Sublandlord hereby subleases the Premises to Subtenant, and Subtenant hereby
takes the Premises from Sublandlord, subject to the terms and conditions of
this
Sublease. The effectiveness of this Sublease is conditioned upon the obtaining
of Landlord’s
written consent hereto. Subtenant shall surrender the Premises to Sublandlord
immediately upon the termination of the Term.
2. PURPOSE.
The
Premises shall be used and occupied by Subtenant only for the purposes described
in Exhibit
C,
and for
no other purposes without Sublandlord’s written
consent.
During the term, Subtenant agrees to assume with respect to the Premises any
and
all responsibility previously borne by Sublandlord in its capacity as tenant
under the Lease Agreement regarding compliance by the Premises and the use
thereof with, or violation of, any environmental laws, rules or regulations,
the
Occupational Safety Health Act, the Americans with Disabilities Act that occur
during the Term, and the legal use or adaptability of the Premises and the
compliance thereof to all applicable laws, building codes, and regulations
during the Term. Notwithstanding the above, there shall be no obligation of
the
Subtenant to modify, alter or conform any preexisting conditions of the Premises
to bring the Premises into compliance with the above statutes and acts, except
to the extent that Subtenant’s use or
alteration of the Premises shall require that the Premises be so brought into
compliance. Sublandlord makes no representation or warranty concerning the
compliance of the Premises or Property with any such statutes or acts, but
Sublandlord represents that it has not been advised of any noncompliance with
any such statutes or acts.
3. TERM.
The term
of this Sublease (the Term) shall commence on the later of (a) February 1,
2007,
or (b) the date Landlord consents to this Sublease, and shall run until January
30, 2009 (the last day of the term of the Lease Agreement), unless sooner
terminated by a breach of the terms and conditions of this Sublease, or by
an
earlier termination or expiration of the Lease Agreement.
4. BASE
RENT.
Subtenant agrees to pay Sublandlord as Base Rental for the use of the Premises
the sum of One Hundred Forty Thousand Dollars ($140,000.00) per year, payable
in
equal monthly installments of $11,666.67 each, said Base Rent and all Additional
Rent (hereinafter described) being payable without notice or demand in advance
without offset or deduction on or before the first day of the Term and on
the
first (1st) day of every month thereafter. All rents not received by the
tenth
(10th) day of each month during the term hereof shall be subject to a charge
of
3% of the total amount due. Such rental and all additional sums Subtenant
is
required to pay under the terms of this Sublease, including, but not limited
to,
Additional Rent, shall be deemed rent. Any rent due for a partial month shall
be
prorated. Sublandlord covenants and agrees to pay all Base Rent and Additional
Rent owed under the provisions of the Lease Agreement promptly when due.
Commencing on February 1, 2008, and continuing on the 1st of the month of
every
month thereafter, (and further provided that Subtenant shall not be in default
of any provision under this Sublease), Sublandlord shall have the right to
draw
from the Security Deposit (as defined in Section 26.5 below), the sum of
$4,000.00 as partial payment for the Base Rental, with the remainder monthly
installments of $7,667.67 being due and payable from Subtenant as provided
hereinabove. Subtenant covenants and agrees that if Subtenant defaults under
this Sublease or fails to abide by the covenants and obligations herein,
the
entire sum of each monthly installment of $11,666.67 shall be due as provided
hereinabove and Sublandlord shall not be obligated to offset the Base Rental
from the Security Deposit.
5. ADDITIONAL
RENT.
Subtenant shall pay concurrently with its monthly Base Rent payments Additional
Rent as follows:
5.1 Subtenant
shall pay $500.00 per month for the cost of utility services
provided.
6. ADHERENCE
TO TERMS AND CONDITIONS OF LEASE.
6.1 Subtenant
hereby acknowledges that Sublandlord is now leasing the Premises under the
Lease
Agreement, which Lease Agreement, other than as expressly amended herein,
is
incorporated herein by reference as fully as if the terms and provisions
of that
Lease Agreement were set forth in full in this Sublease. This Sublease is
hereby
expressly made subject and subordinate to the Lease Agreement; provided however,
notwithstanding the incorporation herein of such terms and provisions, or
anything otherwise contained in this Sublease to the contrary,
(a) Sublandlord
shall not be obligated to render or provide any of the services required
to be
provided by Landlord under the Lease Agreement and Sublandlord shall not
be
obligated to satisfy any obligations or liabilities of Landlord thereunder;
and
(b) Sublandlord
shall not have any responsibility or liability to Subtenant (i) on account
of
any act or omission, default, or breach by Landlord of any term, covenant
or
condition of the Lease Agreement, or any failure by Landlord to perform any
of
its obligations under the Lease Agreement, or (ii) by reason of any condition
of
or on the Property or the Premises now or hereafter existing.
However,
upon Subtenant’s
written request and at Subtenant’s expense, Sublandlord shall take commercially
reasonable action to enforce Sublandlord’s rights under the Lease Agreement with
respect to the Premises.
6.2 Except
for the payment of rent, which shall be governed solely by the provisions
this
Sublease, and except as otherwise expressly provided in this Sublease, Subtenant
agrees to assume and be bound by the same duties, conditions, limitations
and
responsibilities with respect to the Premises and Subtenant’s
non-exclusive use of the common areas that Sublandlord has to Landlord and
that
arise during the Term; and Subtenant shall fully indemnify Sublandlord against
any responsibility or liability that Sublandlord may incur under to the Lease
Agreement by virtue of this Sublease or the occupancy by Subtenant of the
Premises.
6.3 Subtenant
shall comply with all the terms and conditions of any mortgage, deed of trust
or
other lien or encumbrance to which this Sublease is subordinate and that
are to
be performed during the Term, provided that Subtenant shall not be obligated
to
pay the interest or principal under any such lien or encumbrance contained
in
the Lease Agreement.
6.4 In
the
event Sublandlord discontinues the payment of rent and/or additional rent
to
Landlord, Subtenant, as its option, may pay the rent due hereunder directly
to
Landlord. If Sublandlord ceases payment of rent to Landlord, then in no event
shall Subtenant be required to pay rent and additional rent to
Sublandlord.
7. INSURANCE.
7.1 Sublandlord
shall have no obligation to Subtenant to provide insurance or perform any
repairs or replacements in the event of any damage to the Premises. During
the
term of the Sublease and for any further time that Subtenant shall hold the
Premises, Subtenant shall keep insurance as is required to be maintained
by the
tenant with respect to the Premises under the Lease Agreement. Notwithstanding
the previous sentence, in no event shall the Subtenant hold any less than
$2,000,000 of commercial general liability, umbrella coverage of not less
than
$1,000,000, worker’s
compensation insurance for the full statutory limits, and automobile coverage
(if and to the extent that Subtenant’s operations involve vehicular
transportation of any kind).
7.2 All
insurance provided by Subtenant, as required by this section, shall be carried
in favor of Landlord, Sublandlord and Subtenant as their respective interests
may appear, naming Sublandlord and Landlord as additional insureds. All
insurance shall be written with companies reasonably satisfactory to Landlord
and Sublandlord and Subtenant shall provide appropriate certificates of
insurance to Landlord and Sublandlord and the holder of any mortgage or other
security interest in the Premises prior to or at the time of the signing
of this
Sublease and, thereafter, upon request.
8. EVENTS
OF DEFAULT.
The
occurrence of any of the following shall constitute an “Event of Default”
hereunder:
8.1 Any
part,
portion or component of the rent, or any other sums payable under this Sublease
are not paid five (5) days after receipt by Subtenant of Sublandlord’s
notice
that same is past due;
8.2 Any
petition is filed by or against Subtenant under any section or chapter of
the
Federal Bankruptcy Code, and, in the case of a petition filed against Subtenant,
such petition is not dismissed within sixty (60) days after the date of such
filing; Subtenant becomes insolvent or transfers property in fraud of creditors;
Subtenant makes an assignment for the benefit of creditors; or a receiver
is
appointed for any of the Subtenant’s assets; or
8.3 Subtenant
breaches or fails to comply with any other term, provision, condition or
covenant of the Lease Agreement or this Sublease, other than the payment
of
rent, which breach is not cured within the lesser of: (i) twenty (20) days,
or
(ii) five (5) days before the expiration of any cure period applicable thereto
pursuant to the Lease Agreement.
9. REMEDIES.
Upon the
occurrence of an Event of Default, Sublandlord may do or perform any
one
or more of the following in addition to, and not in limitation of, any other
remedy or right permitted it by law or by this Sublease:
9.1 Sublandlord
may terminate this Sublease, in which event Subtenant shall immediately
surrender the Premises to Sublandlord; and if Subtenant fails to do so,
Sublandlord may, without prejudice to any other remedy that Sublandlord may
have
either by law or by this Sublease, enter upon the Premises and expel or remove
Subtenant and Subtenant’s personal property with or without force and without
being liable to Subtenant in any manner whatsoever for any damages caused
thereby;
9.2 Sublandlord
may enter the Premises and remove the Subtenant and its personal property
and
may relet the Premises as the agent and receive any such rent. In such event
Subtenant shall be liable to Sublandlord for any deficiency which may arise
by
reason of such reletting during the remainder of the term or the then current
extended term, as applicable, Sublandlord may include, without limitation,
brokerage commissions and attorneys’ fees incurred in reletting the Premises and
any and all costs and expenses incurred in renovating or altering space to
make
it suitable for reletting in computing Sublandlord’s costs, losses or damages
for which Subtenant is liable as set forth above, and the proceeds of such
reletting shall be first applied to such costs and expense, then to the payment
of rent and all other indebtedness of Subtenant to Sublandlord hereunder,
with
the balance, if any, to be held by Sublandlord to be applied in payment of
future rent and all other such indebtedness as same becomes due and payable
throughout the Term; or
9.3 Sublandlord
may pursue any other remedies it may have at law or in equity.
10. INDEMNIFICATION.
10.1 Subtenant
agrees to indemnify, defend and hold harmless Sublandlord from and against
all
liabilities, obligations, damages, penalties, claims, costs, charges and
expenses, including reasonable attorneys’ fees, which may be imposed upon,
incurred by or asserted against Sublandlord by reason of Subtenant’s conduct of
Subtenant’s business or from any activity, work or thing done, permitted or
allowed by Subtenant in or about the Premises or the Property, Subtenant’s
breach or default of this Sublease or the Lease Agreement or any negligence
or
intentional act of Subtenant or Subtenant’s agents, contractors, employees or
business invitees. This section shall survive the termination of this
Sublease.
10.2 Sublandlord
agrees to indemnify, defend and hold harmless Subtenant from and against
all
liabilities, obligations, damages, penalties, claims, costs, charges and
expenses, including reasonable attorneys’ fees, which may be imposed upon,
incurred by or asserted against Subtenant by reason of Sublandlord’s conduct of
Sublandlord’s business or from any activity, work or thing done, permitted or
allowed by Sublandlord in or about the Premises or the Property, Sublandlord’s
breach or default of this Sublease or the Lease Agreement or any negligence
or
intentional act of Sublandlord or Sublandlord’s agents, contractors, employees
or business invitees. This section shall survive the termination of this
Sublease.
11. ENVIRONMENTAL
LAW COMPLIANCE.
Subtenant hereby agrees that Subtenant shall at all times during the Term
comply
with all laws, rules, regulations and ordinances of all Federal, State, County,
regional and/or local authorities having jurisdiction over the Premises
(including but not limited to all environmental laws, rules, regulations
and/or
ordinances of same) and further agrees that Subtenant shall AT NO TIME DURING
THE TERM HEREOF STORE OR USE UPON OR UNDER THE PREMISES ANY POLLUTANTS,
CONTAMINANTS OR ANY OTHER SUBSTANCES WHICH MAY CAUSE ANY INVESTIGATION BY
ANY
AGENCY OR INSTRUMENTALITY OF GOVERNMENT. INCLUDING THE ENVIRONMENTAL PROTECTION
AGENCY, and the presence of which may be in violation of any of said
environmental laws, rules, regulations and/or ordinances or which may be
a
nuisance or health threat to occupants of the Premises or other persons in
the
area; provided, however, that Subtenant may use very small quantities of
organic
chemicals in the normal course of its business operations on the express
condition (a) that such use shall comply with all laws, rules, regulations
and
ordinances, (b) that while on site, such chemicals shall be stored securely
in
separate containers and (c) that at the conclusion of such use, such chemicals
shall be hauled away from the Premises and Property, all in accordance with
all
laws, rules, regulations and ordinances. In the event Subtenant fails to
comply with
the
previsions hereof, is in violation of the above stated laws, rules, regulations
and ordinances, and fails to cure such non-compliance immediately upon discovery
of such non-compliance or as promptly thereafter as practicable (but in any
event within 10 days of written notice from Sublandlord), then, Sublandlord
may
seek injunctive relief and damages and may seek to terminate this Sublease.
Subtenant hereby indemnifies and saves Sublandlord harmless against any and
alt
loss, damages and costs, including reasonable attorneys’ fees and expenses which
Sublandlord may hereafter suffer, incur or lay out by reason of any liability
arising out of environmental Saws, claims or proceedings due solely to the
activities of Subtenant on or about the Premises. This indemnification shall
extend to any liability Sublandlord may suffer or incur in connection with
any
toxic waste clean up ordered by any governmental agency or court and arising
solely from Subtenant’s activities. The Subtenant’s agreement to indemnify shall
not extend to the actions or activities of Landord/owner and Subtenant shall
not
be liable for Sublandlord’s activities. The provisions hereof shall survive the
expiration or termination of this Sublease.
12. [RESERVED]
13. ALTERATIONS.
Subtenant shall not make any alterations to the Premises without the prior
written consent of Sublandlord and of Landlord. Subtenant shall submit plans
and
specifications for all proposed alterations to Sublandlord and Landlord;
following approval thereof, shall require all construction to comply therewith:
shall cause all construction to be performed by general contractors) reasonably
acceptable to Sublandlord and Landlord; shall cause all alterations to be
installed in a good and workmanlike condition, free of all liens and
encumbrances; and, in general, shall comply and cause the general contractor(s)
to comply in all respects with the provisions of the Lease Agreement pertaining
to such alterations. If any improvements or alterations that are made, or
of the
kind or nature that are made, by Subtenant are required under the provisions
of
the Lease Agreement to be removed at the end of the term of the Lease Agreement
or upon Sublandlord’s vacating the Property, then Subtenant shall be required,
at its own expense, to remove such improvements or alterations and to restore
the Premises and Property (in regard to such improvements and the removal
thereof) as required by the provisions of the Lease Agreement.
14. BROKERS.
Subtenant warrants and represents to Sublandlord that it has dealt with no
broker or real estate agent or made no agreement or created any liability
with
respect to this Sublease and/or the Premises or in connection with the payment
of brokerage or other commissions to anyone. Sublandlord warrants and represents
to Subtenant that it has dealt with no broker or real estate agent except
Sublandlord’s Broker, Xxxxx Xxxxxx of Xxxxx, Xxxxxx & Xxxxxx, or made no
agreement or created any liability with respect to this Sublease and/or the
Premises or in connection with the payment of brokerage or other commissions
to
anyone. Further, the parties hereby agree to indemnify, defend and hold the
other harmless from and against all liability, cost, or expense arising out
of
the claims of any other broker or real estate agent claiming by, through
or
under them, a commission in connection with this Sublease and/or the transaction
contemplated by this Sublease, other than Subtenant’s Broker or Sublandlord’s
Broker as the case may be. This section shall survive the termination of
this
Sublease. The parties agree to pay their respective Brokers at their own
cost
and expense.
15. EMINENT
DOMAIN.
In the
event of any condemnation of the Premises, all awards and compensation, or
proceeds payable to Sublandlord pursuant to the Lease Agreement shall be
the
property of Sublandlord. No part of any condemnation awards, compensation
or
proceeds shall be payable to Subtenant.
16. ESTOPPEL
CERTIFICATE.
Subtenant shall, at any time, upon not less than seven (7) days prior written
notice from Sublandlord, execute, acknowledge and deliver to Sublandlord
a
statement in writing certifying to such factually accurate statements as
Sublandlord, Landlord or their respective assignees reasonably request.
Subtenant’s failure to provide such statement within such time period shall be a
default by Subtenant under this Sublease and Subtenant shall be deemed to
have
agreed with the statements contained within such estoppel.
17. ASSIGNMENT.
This
Sublease may not be assigned nor the Premises or common areas sub-sublet
by
Subtenant without the written consent of Sublandlord Any direct or indirect
change of control of Subtenant shall be deemed an assignment. In no event
shall
Subtenant be released from liability in the event of any assignment permitted
by
Sublandlord.
18. BINDING
EFFECT.
This
Sublease shall be binding and shall inure to the benefit of both Sublandlord
and
Subtenant, as well as their respective successors and permitted
assigns.
19. AMENDMENTS.
No
Amendments or variations of the terms and conditions of this Sublease shall
be
valid unless in writing and signed by each of Sublandlord and
Subtenant.
20. GOVERNING
LAW.
This
Sublease shall be construed in accordance with the laws of the State in which
the Property is located.
21. PRIOR
AGREEMENTS.
This
Sublease replaces and supersedes any and all prior agreements heretofore
entered
into by and between Sublandlord and Subtenant for the use of the
Premises.
22. CAPTIONS.
The
captions and other headings in this Sublease are inserted solely as a matter
of
convenience and for reference and shall not be used as a part of this Sublease
or in construing this Sublease.
23. WAIVER
OF BREACH.
The
waiver by either party of a breach of any provisions of this Sublease shall
not
operate or be construed as a waiver of any subsequent breach by either
party.
24. NOTICE.
Any
notices or other communications required or permitted to be given and
instruments referred to herein must be given in writing and delivered by
hand,
overnight delivery or mailed by certified mail, return receipt requested
to the
party to whom such notice of communication is directed, to the address of
such
party, as the same may be modified from time to time, as follows:
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SUBLANDLORD:
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Kemira
Chemicals, Inc.
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Woodbridge
Technology Center
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Woodbridge,
CT 06525-2347
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Attn.:
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Xx.
Xxxxxx X. Proverb
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WITH
A COPY TO:
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Kemira
Chemicals, Inc.
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0000
Xxxxxx Xxxx
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Xxxxxxxx,
XX 00000
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Attn.:
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Carolina
Den Xxxx-Xxxxx,
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Counsel,
North America
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SUBTENANT:
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0
Xxxxxxxx Xxxxx
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Xxxxxxxxxx,
XX 00000
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Attn.:
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Xxxx
X. Xxxxx
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WITH
A COPY TO:
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Xxxxx
Xxxxxxxx, Esq.
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0
Xxxxx Xxxxx,
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Xxxxxxxxxx,
XX 00000
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Notices
shall be deemed to have been given upon the actual receipt (or rejection
of the
delivery) by the addressee.
25. NO
RIGHT TO RELY.
Nothing
stated herein shall give any person other than the parties hereto any right
to
rely on any of the rights or obligations hereunder and likewise no other
person
shall be a third-party beneficiary hereof.
26. SPECIAL
STIPULATIONS.
26.1 At
inception of the Sublease, Sublandlord shall deliver the Premises in
“As-Is”
condition, and Sublandlord makes no representations or warranties of the
suitability of the Premises for Subtenant.
26.2 Subtenant
shall at Subtenant’s own expense maintain the Premises in good repair and in
good working order. Subtenant agrees to surrender the Premises in substantially
similar conditions, normal wear and tear excepted; provided, however, that
Subtenant agrees promptly after execution of this Sublease to provide
Sublandlord a written description or report, together with photographs, showing
any defects, deficiencies, damage or blemishes existing at the commencement
of
this Sublease, such report and photos to serve as a baseline for the condition
at the beginning of the Term.
26.3 Security
locks and cards are to be provided by Sublandlord at Subtenant’s cost. However,
Sublandlord makes no representations or warranties concerning the security
system and shall have no liability for any security breach or
failure.
26.4 Subtenant
shall provide separate telephone and data lines and PBX system at Subtenant’s
cost (installation thereof to be subject to Section 13 hereof). Sublandlord
agrees to assure access to telecommunication lines at a point within the
building on the Property in order that Subtenant may, at Subtenant’s cost,
extend and connect such lines to Subtenant’s PBX equipment and system by such
route and in such manner as is pre-approved by Sublandlord. Each party shall
maintain separate control and access to its utility room or closet in which
its
PBX system is located.
26.5 Within
five (5) days after the signing of this Sublease, Subtenant shall deposit
With
Sublandlord the sum of One Hundred Thousand Dollars ($100,000.00) in cash
as a
security deposit to secure Subtenant’s performance under this Sublease.
Sublandlord agrees to deposit such sum at interest in an account insured
by the
Federal Deposit Insurance Corporation (using Subtenant’s taxpayer identification
number for the reporting of interest). Sublandlord shall have sole signatory
power and authority over withdrawals from said account. At the end of the
Term
and following completion of performance by Subtenant of all of its obligations
hereunder, Sublandlord shall return to Subtenant any balance in said account
(including accrued interest) that remains after satisfaction of Subtenant’s
obligations hereunder.
26.6 Subtenant
acknowledges and agrees that at all times this Sublease shall be subject
to and
governed by the Lease Agreement.
26.7 The
parties agree that this Sublease Agreement may be executed via electronic
form
or via facsimile and that a facsimile counterpart of a party’s signature shall,
for all purposes, be treated as an original signature.
IN
WITNESS WHEREOF, Sublandlord and Subtenant have executed this Sublease on
the
day and year first above written.
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SUBLANDLORD:
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Kemira
Chemicals, Inc.
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By:
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/s/
Xxxxxx Proverb,
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Title:
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Manager
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SUBTENANT:
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By:
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/s/
Xxxxxx Xxxxxxx
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Title:
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C.E.O.
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JOINDER
OF LANDLORD
The
undersigned, Hall Investments, Ltd., as successor to Research Development
of
Woodbridge, LLC and landlord under the Lease Agreement joins herein for the
purpose of consenting, and does hereby consent to the foregoing Sublease,
this
____ day of __________, 2007.
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LANDLORD:
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Hall
Investments, Ltd.
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By:
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Title:
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JOINDER
OF SUBLANDLORD’S BROKER
The
undersigned, Xxxxx Xxxxxx of Xxxxx, Xxxxxx & Xxxxxx, as Sublandlord’s Broker
under this Sublease Agreement, joins herein for the purpose of consenting,
and
does hereby consent, to the foregoing Sublease. Dated this 27
day of
February,
2007.
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SUBLANDLORD’S
BROKER
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Xxxxx,
Xxxxxx & Xxxxxx
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By:
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/s/
Xxxxx Xxxxxx
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Xxxxx
Xxxxxx,
________
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