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EXHIBIT 10.14
FACILITIES LEASE
This Facilities Lease is made and entered into on this ______ day of
October, 1996, by and between Epoch Pharmaceuticals, Inc., a Delaware
corporation ("Epoch"), and Saigene, a Delaware corporation ("Saigene").
RECITALS
A. Saigene desires to utilize certain Epoch facilities located at
0000 000xx Xxxxxx, X.X., Xxxxxxx, Xxxxxxxxxx 00000.
B. Epoch desires to provide the facilities to Saigene for a _____
month period, to commence on September 20, 1996.
AGREEMENT
NOW, THEREFORE, in consideration of the recitals stated above and the
mutual covenants herein contained, and for other good and valuable consideration
the receipt and sufficiency of which hereby is acknowledged, Epoch and Saigene
hereby agree as follows:
1. Grant of Right to Use Epoch Facilities. Epoch hereby grants to
Saigene a non-exclusive right to enter and use the following portions of Epoch's
premises during Epoch's normal working hours, for a period of ______ months,
commencing on September 20, 1996:
________________________________________________________________________________
________________________________________________________________________________
(the "Facilities").
2. Restrictions on Use. Saigene shall use the Facilities only for the
purpose of the design and development of _______________. Saigene shall conduct
its operations in the Facilities in accordance with all applicable laws and
regulations, including, without limitation, any such laws and regulations
governing the use and disposal of hazardous substances. Saigene shall also
comply with all reasonable rules and regulations regarding the use of the
Facilities that Epoch may from time to time impose. Saigene acknowledges that
employees and agents of Epoch may, from time to time, inspect the Facilities
being used for compliance with these restrictions or for any other reason.
Saigene acknowledges that the right to use the Epoch Facilities granted
hereunder is personal to it and it shall not invite any other person into the
Facilities without the prior written consent of Epoch. Saigene also acknowledges
that Epoch may restrict access to certain portions of its premises.
3. Condition and Maintenance of Facilities. Saigene accepts the use
of the Facilities on an "as is" condition. Epoch expressly disclaims any
warranty or representation with regard to the condition, safety, security or
suitability of the Facilities for Saigene's intended use. Saigene shall maintain
the portion of the Facilities used hereunder in a neat, clean, orderly and safe
condition and shall be responsible for any damage done in or to these Facilities
caused by Saigene. Upon
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termination of its use of the Facilities, Saigene shall peaceably surrender and
quit the Facilities in good order, condition and repair, reasonable wear and
tear accepted, and shall remove all of its personal property from the
Facilities.
4. Indemnification. Saigene shall indemnify, hold harmless, and
defend Epoch and Epoch's subsidiaries, affiliates, directors, officers,
employees, agents and independent contractors from and against any loss, cost,
liability or expense (including but not limited to any award, any settlement
amount, court costs and reasonable fees of attorneys and other professionals)
arising out of or resulting from any use of the Facilities by Saigene.
5. No Liability. Epoch shall not be responsible for any loss or theft
of any of Saigene's personal property in the Facilities or any injury to Saigene
or any of its employees or agents while in the Facility. Saigene waives all
claims it may have for any such loss, damage or injury. EPOCH SHALL NOT BE
LIABLE TO SAIGENE, ITS EMPLOYEES OR AFFILIATES, FOR ANY INDIRECT, SPECIAL,
CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES ARISING OUT OF THIS FACILITIES
LICENSE, SAIGENE'S UTILIZATION OF THE FACILITIES, WHETHER SUCH CLAIM ARISES IN
TORT OR CONTRACT, EVEN IF EPOCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
6. Insurance. Prior to using the Facilities and at all times during
the term hereof, Saigene, at its sole expense, shall maintain comprehensive
liability insurance in an amount not less than __________ Dollars ($_________)
in such form and with a reputable insurance company reasonably acceptable to
Epoch.
7. Termination. Either party hereto shall have the right to terminate
this Facilities License immediately upon the material breach of any of its terms
by the other party, or, for any reason on ____________ (____) days notice to
the other party.
8. Assignment or Sublicense. Neither this Facilities License nor any
of the rights granted hereby, in whole or in part, shall be assignable or
transferable or sublicensed by Saigene without the prior written consent of
Epoch, which may be withheld for any reason, and any attempted assignment,
transfer or sublicense in violation hereof shall be void.
9. Relationship. Nothing in this Facilities License or to be done
pursuant to its terms and conditions is intended to, or shall, create a
partnership, joint venture or principal-agent relationship, between the parties
hereto. Neither party hereto shall have any right or authority to create any
obligation, warranty, representation or responsibility, express or implied, on
behalf of the other party, nor to bind the other party in any manner whatsoever,
insofar as third parties are concerned. Unless otherwise provided in a separate
agreement, Epoch shall have no interest in the result, of Saigene's activities
in the Facilities.
10. Costs of Enforcement. If it is necessary for either party to
undertake legal action to enforce any of the provisions of this Facilities
License, the non-prevailing party agrees to pay all costs of such action
including, but not limited to, court costs and reasonable attorneys' fees.
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11. Confidentiality. Saigene acknowledges that during the course of
its use of the Facilities, it may learn of certain information concerning
inventions, trade secrets, proprietary know-how and other proprietary and
confidential information of Epoch (the "Proprietary Information"). Saigene
agrees to hold all such Proprietary Information in confidence, not disclose it
to others and not use the Proprietary Information commercially, or for any other
purpose, except with the explicit written consent of Epoch.
12. Entire Agreement. This Facilities License constitutes the entire
agreement of the parties hereto and supersedes all prior written and all prior
and contemporaneous oral agreements, understandings and negotiations between the
parties with respect to the subject matter hereof. This Facilities License is
intended by the parties hereto to be the final expression of their agreement
with respect to the matters contained herein.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the
day of September, 1996.
EPOCH PHARMACEUTICALS, INC.
By: _________________________________________
Xxxxxxx X. Xxxxxxxx
Its: President and Chief Financial Officer
SAIGENE
By: _________________________________________
Its: _________________________________________
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