Exhibit 00.00
XXXXX XX XXXXX XXXXXXXX
XXXXXX XX XXXXXX
LEASE ASSIGNMENT AND MODIFICATION AGREEMENT
THIS LEASE ASSIGNMENT AND MODIFICATION AGREEMENT (the "Agreement") is
made and entered into as of July ____, 2001 by and among BLUE CROSS AND BLUE
SHIELD of NORTH CAROLINA, a North Carolina corporation and a licensee of the
Blue Cross and Blue Shield Association ("Assignor"), TRIMERIS, INC., a Delaware
corporation ("Assignee"), and HAMAD JASSIM ALTHANI ("Landlord").
STATEMENT OF PURPOSE
--------------------
Assignor is the current tenant under that certain Lease Agreement with
Landlord dated as of November 8, 1994 as amended by First Amendment to Lease
dated December 15, 1995 and by Second Amendment to Lease dated February 1, 1999
(the Lease Agreement as amended being hereinafter referred to as the "Existing
Lease") demising approximately 15,658 rentable square feet on the third floor of
the South Park Office Center located at 0000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxxx
Xxxxxxxx and more particularly described in the Lease (the "Premises");
Assignee currently occupies the Premises pursuant to a Sublease
Agreement dated May 12, 1999 (the "Sublease") by and between Assignor as
"Sublandlord" and Assignee as "Subtenant";
Assignor desires to terminate the Sublease and assign to Assignee all
of its right, title and interest in and to the Existing Lease, and Assignee
desires to assume the Assumed Obligations (as hereinafter defined);
Assignor has requested that Landlord consent to the assignment of the
Existing Lease to Assignee and Landlord is willing to consent to same on the
following terms and conditions; and
Landlord, Assignor and Assignee desire to modify certain terms and
conditions of the Existing Lease including, but not limited to, the base rent
payable by Assignee for the remainder of the Lease Term. For purposes hereof,
the Existing Lease as modified by this Agreement is referred to as the "Lease."
All capitalized terms not otherwise defined herein shall have the meanings set
forth in the Existing Lease.
NOW, THEREFORE, in consideration of the agreements contained herein and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
1
AGREEMENT
---------
1. Assignment of Lease. Effective as of December 31, 2001 (the
-------------------
"Assignment Commencement Date"), Assignor does hereby assign, transfer, and set
over unto Assignee all of the right, title and interest of Assignor in, to and
under the Lease, as herein amended. Assignor, simultaneously herewith, assigns
to Assignee, all of Assignor's right, title, and interest in and to the
leasehold improvements and all remaining tangible personal property (if any)
located in the Premises including, without limitation, equipment, office
supplies, furniture and fixtures (collectively, the "Assigned Property").
Assignee hereby assumes and accepts the foregoing assignment on the terms
and conditions set forth herein and effective upon the Assignment Commencement
Date, assumes and agrees to keep, observe and perform all of the terms,
covenants, agreements, conditions and obligations of the Lease on the part of
the Assignor to be kept, observed and performed which accrue on or after the
Assignment Commencement Date, including, without limitation, the payment of all
rent (as modified by Section 5 below), additional costs, payments and charges
which accrue after the Assignment Commencement Date (collectively, the "Assumed
Obligations"), with the same force and effect as if the Assignee instead of
Assignor had originally signed the Lease, and agrees that it shall, from and
after the Assignment Commencement Date, be liable to Landlord and its respective
successors and assigns, for any failure to keep, observe or perform the same.
Assignee shall not be liable to Landlord for any matters accruing under the
Lease prior to the Assignment Commencement Date. Assignor shall not be liable to
Landlord for any matters accruing under the Lease after the Assignment
Commencement Date.
Assignee acknowledges that it currently occupies the Premises under the
Sublease and accepts same in its "as-is, where-is" condition with no obligation
on the part of Assignor or Landlord to make any improvements to the same.
2. Indemnity. Assignee agrees to indemnify, defend and hold harmless
---------
Assignor and all its affiliates, subsidiaries, related corporations, related
partnerships, officers, directors, employees and agents from and against any and
all liabilities, claims, suits, actions, losses, damages, penalties, costs and
expenses (including, without limitation, attorneys' fees and disbursements) due
to or arising out of or related to Assignee's use, possession or occupancy of
the Premises and/or the Assigned Property, the exercise of any rights with
respect to the Lease, the Premises and/or the Assigned Property and/or any
failure to keep, observe and perform the Assumed Obligations with respect to any
period from and after the Assignment Commencement Date.
Assignor agrees to indemnify, defend and hold harmless Assignee and all its
affiliates, subsidiaries, related corporations, related partnerships, officers,
directors, employees and agents from and against any and all liabilities,
claims, suits, actions, losses, damages, penalties, costs and expenses
(including, without limitation, attorneys' fees and disbursements) due to or
arising out of or related to Assignor's use, possession or occupancy of the
Premises and/or the Assigned Property, the exercise of any rights with respect
to the Lease, the Premises and/or the Assigned
2
Property and/or any failure to keep, observe and perform the terms, covenants,
agreements, conditions and obligations of the Lease on the part of the Assignor
to be kept, observed and performed with respect to any period prior to and
including the Assignment Commencement Date.
3. Consent to Assignment. Notwithstanding the provisions of Section 21
---------------------
of the Existing Lease, Landlord does hereby consent to Assignor's assignment of
the Lease to Assignee. Landlord's consent to this assignment does not constitute
a waiver of its right to consent to any subsequent assignment of the Lease.
Assignor, by its execution below, hereby acknowledges its continuing liability
to Landlord under the Lease with respect to all matters accruing prior to the
Assignment Commencement Date and agrees and acknowledges that its liability to
Landlord thereunder is not waived, discharged, modified, released, amended, or
otherwise altered by the assignment described herein. Assignee, by its execution
below, hereby acknowledges its liability to Landlord under the Lease (as herein
modified) with respect to all matters accruing as of and after the Assignment
Commencement Date. Landlord acknowledges that Assignor shall have no liability
with respect to any obligations accruing under the Lease after the Assignment
Commencement Date.
4. Term; Expiration Date: The "Term" of this Lease shall be one (1) year
---------------------
commencing as of the Assignment Commencement Date and expiring on the first
(1st) anniversary of the Assignment Commencement Date. The Renewal Options set
forth in Exhibit E of the Lease and in Section 5 of the First Amendment to Lease
are hereby deleted and shall be of no further force and effect, and Assignee
shall have no rights to renew the Term of this Lease.
5. Modification of Rent. Beginning on the Assignment Commencement Date,
--------------------
Assignee agrees to pay to Landlord, at the address set forth in Section 9
hereinbelow, Annual Rent in the amount of Three Hundred Eighty Three Thousand
Six Hundred Twenty-One and 04/100 Dollars ($383,621.04) for the Lease Term,
payable in monthly installments of Thirty One Thousand Nine Hundred Sixty-Eight
and 42/100 Dollars ($31,968.42) in accordance with the terms and conditions of
the Lease. Assignee shall continue to pay all additional rent and other sums
payable under the Lease accruing from and after the Assignment Commencement Date
pursuant to the terms and conditions of the Lease.
6. Security Deposit: Notwithstanding the provisions of Section 21 of the
----------------
Sublease, the $23,656.53 deposit which Assignor (as Sublandlord) holds will be
transferred to Landlord on the Assignment Commencement Date.
7. Operating Expenses: In addition to the Annual Rent set forth in
------------------
Section 5 of this Agreement, Assignee agrees to pay Landlord its pro-rata share
of the operating expenses (as defined in the Lease) of Landlord for the building
and/or the project of which the Premises is a part, in excess of the sum of Five
and 35/100 Dollars ($5.35) per rentable square foot pursuant to the terms and
conditions of the Lease.
8. Termination of Sublease. Assignor and Assignee agree that effective
-----------------------
as of the Assignment Commencement Date, the Sublease shall be deemed terminated
and of no further force and effect.
3
9. Notice. Any notice required to be given by any party to another shall
------
be in writing and shall be (a) delivered personally, and the giving of such
notice shall be complete on the date of deliver; (b) sent by reputable overnight
delivery service, and the giving of such notice shall be complete on the
immediately succeeding business day after such notice is deposited with such
delivery service, or (c) sent by United States registered or certified mail,
postage prepaid, return receipt requested, and the giving of such notice shall
be complete on the immediately succeeding second business day after such notice
is deposited into the U.S. mail; at the following addresses:
Assignor:
--------
If by Regular Mail:
Blue Cross and Blue Shield of North Carolina
Xxxx Xxxxxx Xxx 0000
Xxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Director of Corporate Services, Xxxxxxx Xxxxxxx
If by Overnight Mail:
Blue Cross and Blue Shield of North Carolina
0000 Xxxxxx Xxxx Xxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Director of Corporate Services, Xxxxxxx Xxxxxxx
Assignee:
--------
Trimeris, Inc.
Xxx Xxxxxxxxxx Xxxxx, Xxxxx 000
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Chief Financial Officer
Landlord:
--------
Hamad Jassim Althani
c/o Tri Properties, Inc.
0000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxx, Xxxxx Xxxxxxxx 00000
10. Miscellaneous.
-------------
a. This Agreement shall bind and inure to the benefit of Landlord,
Assignor, Assignee, and their respective successors and assigns.
b. Landlord and Assignor represent and warrant that the Lease is currently
in full force and effect and constitutes the entire agreement between Landlord
and Assignor. The copy of the
4
Lease attached hereto as Exhibit A is a true and correct copy of the Lease and
---------
all amendments, supplements and modifications thereof. Landlord acknowledges and
agrees that there exists no Event of Default under the Lease or any event which,
with the passage of any applicable notice and/or grace period without remedy,
would constitute an Event of Default.
c. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original hereof and all of which shall be considered
one and the same instrument.
d. Each of Landlord, Assignor and Assignee certifies and represents (each
with respect to itself) that it has the power and authority to enter into this
Agreement and that this Agreement has been duly authorized by all necessary
action of each of them.
e. The parties hereto acknowledge and agree that all terms of the Existing
Lease shall remain in full force and effect without modification except as set
forth herein.
f. This Agreement shall be construed and governed by the laws of the State
of North Carolina.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
ASSIGNOR:
BLUE CROSS AND BLUE SHIELD
of NORTH CAROLINA,
a North Carolina corporation and a licensee
of the Blue Cross and Blue Shield Association
By: /s/ XXXXXX X. XXXXXX
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
Date: 9/23/01
ASSIGNEE:
TRIMERIS, INC.,
a Delaware corporation
By: /s/ XXXX XXXXXXXXX
Name: Xxxx Xxxxxxxxx
Title: CEO
Date: 9/18/01
5
LANDLORD:
HAMAD JASSIM ALTHANI by XXXXX XXXXX
By: /s/ RAJAI ZUMONT
----------------
Name: Xxxxx Xxxxx
Title: Agent
Date: Sept. 27, 2001
6
EXHIBIT A
---------
THE LEASE*
* Previously filed with the Commission and incorporated by reference to
Trimeris' Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
7
