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Exhibit 10.47
SUBLEASE
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CP Clare Corporation, a Massachusetts corporation with a place of business at 00
Xxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx ("Sublessor"), and Implant Sciences
Corporation, a Massachusetts corporation with a place of business at 000 Xxxxxxx
Xxxx, Xxxxxxxxx, Xxxxxxxxxxxxx ("Sublessee"), make this Sublease as of October
1, 1999.
PRELIMINARY STATEMENT
Sublessor is the tenant under a Lease dated as of April 1, 1998 as amended by
First Amendment to Lease dated July 10, 1998 (the "Lease"), by and between
Sublessor and TIAA Realty, Inca Delaware Corporation (the "Lessor"), as
landlord, with respect to premises (the "Premises") consisting of approximately
22,878 rentable square feet in the building commonly known as Xxxxxxxx 0, 000
Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, as more particularly described in the
Lease. A copy of the Lease is attached to this Sublease as Exhibit A.
Capitalized terms used but not defined in this Sublease shall have the meaning
ascribed to such terms in the Lease.
Sublessor wishes to sublet to Sublessee, and Sublessee wishes to accept from
Sublessor, a portion of the Premises consisting of approximately 9,300 rentable
square feet ("Reimbursable Floor Area of the Subleased Premises") shown on the
plan attached to this Lease as Exhibit B (the "Subleased Premises"), on the
terms and conditions set forth in this Sublease.
AGREEMENT
In consideration of the mutual covenants of this Sublease and other valuable
consideration, the receipt and sufficiency of which Sublessee and Sublessor
hereby acknowledge, Sublessor and Sublessee agree as follows:
1. SUBLEASED PREMISES. Sublessor hereby subleases to Sublessee, and
Sublessee hereby subleases from Sublessor, the Subleased Premises,
subject to the terms and conditions of this Sublease. Sublessor shall
deliver the Subleased Premises to Sublessee on the Subtenant Improvement
Completion Date (as hereinafter defined) in broom clean condition, free
of all tenants and occupants other than Sublessee, and with Sublessor's
Work (as hereinafter defined) complete, but otherwise in such condition
as exists as of the date of this Sublease.
2. TERM. The term of this Sublease (the "Sublease Term") shall commence on
the date (the "Commencement Date") Sublessor delivers the Subleased
Premises to Sublessee in the condition required in Paragraph 1 of this
Sublease and shall terminate on March 31, 2003. Subleassee shall have
access to the Subleased Premises prior to Commencement Date to prepare
the Subleased Premises for Sublessee's occupancy including, without
limitation, for the installation of
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cabling for computers and communication systems, and to move in and
install sublessee's trade fixtures
3. MONTHLY BASE RENT. Commencing ninety (90) days after the Commencement
Date, Sublessee shall pay to Sublessor, without notice or demand, rent at
an annual rate of $ 67,425.00 ("Base Rent"), subject to increases as
hereinafter set forth in Exhibit C, in equal monthly installments on the
first day of each calendar month during the Sublease Term. If the term
commences or ends on the first day of a month, then the rent for such
month shall be pro-rated for such fractional period.
4. OPERATING EXPENSES AND TAXES. Sublessee shall pay to Sublessor,
Sublessee's respective share of escalation charges in accordance with
Sections 8.1, 9.1 and 9.2 of the Lease For the purposes of this Sublease,
Sublessee's proportionate share as of the date of this Sublease is 40.65
percent of Sublessor's share. Sublessor shall provide Sublessee with all
calculations of and demands for such additional escalation charges in
writing.
5. SECURITY DEPOSIT. Sublessor acknowledges receiving from Sublessee the sum
of $5,618.00 (the "Security Deposit") as security for the full and timely
payment and performance of Sublessee's obligations under this Sublease.
If Sublessee fails to pay or perform in a full and timely manner any of
its obligations under this sublease, and such failure continues after the
giving of any required notice and the expiration of any applicable grace
period, Sublessor may apply all or a portion of the Security Deposit
toward curing any such failure and compensating Sublessor for any loss,
damage or expenses arising from such failure. If Sublessor so applies any
portion of the Security Deposit, Sublessee shall immediately pay to
Sublessor the amount necessary to restore the Security Deposit to its
original amount. Sublessor shall deposit the Security Deposit in a
segregated, interest-bearing money market account identified as holding
Sublessee's funds and shall pay to Sublessee annually all interest
accruing on such account. All monies due from Security Deposit at end of
Sublease shall be returned to Sublessee thirty (30) days after Sublease
Expiration Date.
6. SUBORDINATION TO LEASE. This sublease is subject and subordinate to the
terms and conditions of the Lease. Except as otherwise specified in this
Sublease, all the terms and conditions of the Lease are incorporated as a
part of this Sublease, but all references in the Lease to "Landlord",
"Tenant", "Premises", "Term", "Annual Fixed Rent", or "Fixed Rent",
"Commencement Date", Reimbursable Floor Area of the Premises",
"Landlord's Work", and "Tenant Improvement completion Date" shall be
deemed to refer, respectively, to Sublessor, Sublessee, Subleased
Premises, Sublease Term, Base Rent, Commencement Date, Reimbursable floor
Area of the Subleased Premises, Sublessor's Work and Subtenant
Improvement Completion Date, as such terms may be defined in this
Sublease.
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7. SUBLESSOR'S WORK. Before September 30, 1999 (the Subtenant Improvement
Completion Date"), Sublessor shall complete the following work in a good
and workmanlike manner and in compliance with all applicable laws: work
as described in Exhibit D.
8. DEFAULT BY SUBLESSEE. In the event of a default by Sublessee in the full
and timely payment and performance of its obligations under the Sublease,
Sublessor shall have all of the rights and remedies in the Lease with
respect to defaults by the tenant under the Lease, including without
limitation the rights and remedies set forth in Article 13 of the Lease.
9. BROKERS. Sublessor and Sublessee each represent and warrant to the other
that it has not dealt with any broker other than Xxxx Xxxxxxx of Xxxxxxx
Associates, LLC (together, the "Broker") and Avalon Partners, Inc. d/b/a
CRESA Partners in connection with the consummation of this Sublease.
Sublessor and Sublessee each shall indemnify and hold harmless the other
against any loss, damage, claims or liabilities arising out of a failure
of its representation or the breach of its warranty set forth in the
previous sentence. Sublessor shall be solely responsible for the payment
of any brokerage commission due to the Broker.
10. NOTICES. The second sentence of Section 14.12 of the Lease
notwithstanding, the addresses of the Sublessor and Sublessee for the
purposes of this sublease are:
If to Sublessee: Implant Sciences Corporation
000 Xxxxxxx Xxxx Xxxxxxxx 0
Xxxxxxxxx, XX 00000-0000
If to Sublessor: CP Clare Corporation
00 Xxxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000-0000
Either party may change its addresses for notice or demands under this
Sublease by notice to the other party.
11. SUBLESSOR'S REPRESENTATION AND WARRANTIES. Sublessor warrants and
represents that:
(i) The copy of the Lease attached to this sublease as Exhibit A is a
complete and accurate copy of the Lease, which is in effect and
has not been amended except as set forth in Exhibit A;
(ii) To the best of Sublessor's knowledge, Lessor is not in default
under the Lease, nor has any event occurred which, after any
applicable notice
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and/or expiration of any grace period, shall constitute a default
by Lessor under the Lease;
(iii) to the best of Sublessor's knowledge, Sublessor is not in default
under the Lease, nor has any event occurred which, after any
applicable notice and/or expiration of any grace period, shall
constitute a default by Sublessor under the Lease; and
(iv) All rent, additional rent and other charges due under the Lease
have been paid as billed or required in the normal course through
July 1999.
12. ENTIRE AGREEMENT. This sublease contains all of the agreements,
conditions, warranties and representations relating to the sublease of
the Subleased Premises and may be amended or modified only by written
instruments executed by both Sublessor and Sublessee.
13. LESSOR'S CONSENT. This sublease, and the rights and obligations of
Sublessor and Sublessee under this Sublease, are subject to the condition
that Lessor consent in writing to this Sublease. If Sublessor and
Sublessee do not receive such written consent from Lessor on or before
October 1,, 1999, Sublessor and Sublessee shall each have the right to
terminate this Sublease by written notice to the other.
14. ADDITIONAL PROVISIONS.
(i) Notwithstanding anything to the contrary herein contained,
Sublessee shall not be required to pay any charges imposed by the
Landlord arising out of the failure of the Sublessor to observe
and comply with any term, provision or obligation of the Lease.
(ii) Sublessor agrees to perform all of the obligations of Tenant under
the Lease so as not to cause a default under the Lease, and
Sublessor further agrees not to consent to any amendment, revision
or alteration to the Lease without the prior written consent of
Sublessee.
(iii) Sublessor shall use reasonable efforts to cause Landlord to
perform any obligations required to be performed by the Landlord
under the lease. If Landlord shall default in any of its
obligations to Sublessor, Sublessor shall cooperate with
Sublessee, upon request by Sublessee, in enforcing Sublessee's
rights against Landlord under the Lease.
(iv) Sublessor will indemnify, save harmless and defend Sublessee from
and against any loss, liability or damage of any kind arising out
of or in connection with a breach by Sublessor of the Lease unless
caused solely by Sublessee's negligence.
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(v) If this Sublease is terminated by reason of Sublessor's default
under the Lease, including failure by Sublessor to pay all rent
due under the Lease (unless due to Sublessee's acts or failure to
pay rent to Sublessor), Sublessee shall retain any claim it may
otherwise have in law or in equity against Sublessor for breach of
Sublessor's obligations under this Sublease. If Sublessor fails to
pay rent under the Lease and Sublessee is notified of such failure
by Landlord, Sublessee may pay rent directly to Landlord,
including any differential in rent due under this Sublease
compared to rent due under the Lease, and in such event Sublessor
shall be liable to Sublessee for such differential plus ten (10%)
percent interest per annum until paid.
IN WITNESS WHEREOF, Sublessor and Sublessee execute this sublease as of
the date first written above.
Sublessor: Sublessee:
CP Clare Implant Sciences Corporation
/s/ X.X. Xxxxxx
By: /s/ [illegible] By: X.X. Xxxxxx
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Its: CFO Its: President and CEO
------------------------------- 9-23-99
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EXHIBIT C
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RENTAL INCREASES
TERM RENTAL RATE
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October 1, 1999 - December 31, 1999 $0
January 1, 1999 - March 31, 2000 $ 7.25 NNN
April 1, 2000 - March 31, 2001 $ 7.50 NNN
April 1,2001 - March 31, 2002 $ 7.75 NNN
April 1, 2002 - March 31, 2003 $ 8.00 NNN
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EXHIBIT D
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SUBLESSOR'S WORK
Sublessor is responsible for the following Tenant Improvements:
1. Demise space and remove walls as per agreed upon plan ( to be initialed
by both parties and become an addendum to lease);
2. Construct three openings from Sublessee's existing space into Sublease
Premises;
3. Replace ceiling tiles where needed;
4. Floor tiles and carpet replaced/repaired/installed where needed and
cleaned throughout;
5. Replace single and double doors where doorframes currently exist;
6. Repatch and paint all walls including main office, hallway and cafeteria;
7. Replace all vinyl base strips;
8. Remove back room and replace with window and install floor tiles;
9. Sublessor shall warrant and provide written document from appropriate
expert that no environmental issues exist with the entire demised
premises upon occupancy;
10. All mechanical systems will be in good, working order;
11. All code requirements are met;
