Exhibit 10.24
STATE OF NORTH CAROLINA
COUNTY OF DURHAM
1. SUBLEASE
THIS AGREEMENT OF SUBLEASE ("Sublease"), dated as of the 14/th/ day of
December, 2001, by and between TRIANGLE PHARMACEUTICALS, INC., a Delaware
corporation ("Sublandlord"), and TRIMERIS, INC., a Delaware corporation
("Subtenant").
RECITALS:
A. University Place IV Associates Limited Partnership, a North Carolina
limited partnership, as Landlord, entered into that certain Build to Suit Lease
with Sphinx Pharmaceuticals Corporation, as Tenant, dated the 4th day of
September, 1992 (the "Primary Lease"), demising property described therein (the
"Primary Property"), including the property commonly known as Xxxxxxxx 0, 0000
Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxx Xxxxxxxx.
B. By deed dated the 25th day of January 1995, and recorded in Book 2054,
commencing at page 000, Xxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxx Place IV Associates
Limited Partnership conveyed the Property to GRA Durham Associates Limited LLC
("GRA"), and GRA is now the Landlord under the Lease ("Primary Landlord").
C. Sphinx Pharmaceuticals Corporation, by virtue of its merger into Xxx
Xxxxx and Company, an Indiana corporation ("Triangle's Sublandlord"), in effect
assigned all of its interest in the Primary Lease to the Triangle's Sublandlord,
and Triangle's Sublandlord thereby became the tenant under the Primary Lease.
D. Pursuant to the Sublease (the "Primary Sublease"), dated January 18,
1996, executed by Triangle's Sublandlord as sublandlord and Sublandlord as
subtenant, Triangle's Sublandlord subleased to Sublandlord the property
described therein (the "Primary Sublease Premises").
E. Subtenant desires to sublease from Sublandlord approximately 18,903
rentable square feet of space in the building located on the Primary Property,
which space is more particularly described on Exhibit A attached hereto together
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with the nonexclusive right of ingress and egress on and across (a) the hallway
designated as Hallway A on Exhibit A, attached hereto, to and for the rooms
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marked on Exhibit A, attached hereto, as Rooms 5201, 5200, and the bathroom; and
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(b) the hallway designated as Hallway B on Exhibit A, attached hereto, to and
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from the rooms marked on Exhibit A, attached hereto, as rooms 5501, 5502, and
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5503 (collectively, the "Sublease Space"). The Sublease Space shall also include
access to and from Building 5, and, to the extent available to Sublandlord under
the Primary
Sublease, unrestricted use of the parking areas adjacent to Building 5 with no
substantial reduction in the number of spaces to be utilized by Subtenant.
F. Sublandlord warrants and represents to Subtenant that the Primary
Lease and the Primary Sublease are in full force and effect, that there are no
defaults under the terms of the Primary Lease (but only to the knowledge of
Sublandlord) and the Primary Sublease and that Sublandlord has the right,
subject to the consent of Primary Landlord and Triangle's Sublandlord, to
sublease the Sublease Space to Subtenant for the term provided herein, subject
however to all applicable terms and provisions of the Primary Lease and the
Primary Sublease and any matters of record to which the Primary Lease and the
Primary Sublease are subordinate.
NOW, THEREFORE, for and in consideration of the rents, covenants and
agreements hereinafter contained on the part of the Subtenant to be paid, kept
and performed, Sublandlord does hereby sublet and demise unto Subtenant, and
Subtenant hereby leases from the Sublandlord, the Sublease Space for the periods
hereinafter set forth.
TO HAVE AND TO HOLD the same unto the Subtenant, its successors and
assigns, subject to the Primary Lease and the Primary Sublease and upon the
rentals, terms, covenants, conditions and provisions hereinafter set forth.
AND Sublandlord and Subtenant hereby contract and agree each with the other
as follows:
1. RECITALS: The Recitals as set forth above are incorporated herein.
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2. TERM: The term of this Sublease ("Term") shall commence the later of
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December 31, 2001, or the date the consents, which shall be satisfactory to
Subtenant and Sublandlord in all material respects, are obtained from the
Primary Landlord and Triangle's Sublandlord and the Sublease Space is available
for occupancy by Subtenant (the "Commencement Date") and shall expire September
30, 2003.
3. BASE RENT: The annual minimum rental (the "Base Rent") for the
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Sublease Space shall be the total number of rentable square feet in the Sublease
Space, which is 16,155 rentable square feet, multiplied by $21.24, which annual
amount equals $343,132.20. The Base Rent shall be payable in monthly
installments of $28,594.35, in advance, commencing the later of January 1, 2002
or the Commencement Date, and continuing on the first day of each successive
calendar month until December 31, 2002. Commencing January 1, 2003, the Base
Rent shall be increased to the annual sum of $348,948.00, which is $21.60
multiplied by the total number of rentable square feet, payable in monthly
installments of $29,079.00 due on the first day of January, 2003, and the first
day of each month thereafter until the expiration of the Term.
4. OPERATING EXPENSES. Commencing on the Commencement Date, Subtenant
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shall reimburse Sublandlord for Subtenant's pro rata portion of Operating
Expenses (as defined herein) attributable to the Sublease Space, including,
without limitation, utilities, taxes, insurance, maintenance, and other
expenses. Subtenant shall pay such
Operating Expenses on a monthly basis within 15 business days (days when
national banks are open for business) of receipt from Sublandlord of a statement
therefor. Sublandlord shall provide to Subtenant a statement of actual expenses
on or before the 30/th/ day of each month. Operating Expenses shall include,
without limitation, the expenses set forth on Exhibit B, attached hereto and
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incorporated herein by reference (collectively, the "Operating Expenses"). All
Operating Expenses that Subtenant is required to pay hereunder and any other
amount other than Base Rent payable to Sublandlord hereunder are collectively
referred to herein as "Additional Rent". Additional Rent and Base Rent are
collectively referred to herein as "Rent". Subtenant's obligation to pay
Operating Expenses shall continue on a monthly basis through the period ending
September 30, 2003.
5. CONDITION OF THE SUBLEASE SPACE: Subtenant agrees to accept the
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Sublease Space in an "as is" condition. Sublandlord represents that to the best
of its knowledge, the Sublease Space, including fixtures, are in good working
order.
6. NET LEASE: This Sublease is a "net lease", and, subject to the
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qualifications contained in this Section and elsewhere in the Sublease, the Base
Rent is a net rental payment and all costs of maintenance, repairs, utilities,
taxes, and any and all other expenses necessary in connection with the operation
or maintenance of the Sublease Space, as imposed on Sublandlord (including,
without limitation, Additional Rent), or, as Sublandlord is otherwise obligated
to pay (including, without limitation, those expenses set forth on Exhibit B,
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attached hereto), as Subtenant under the Primary Sublease, will be paid solely
by Subtenant during the term of the Sublease but only to the extent such costs
are attributable to the Sublease Space.
7. LEASE:
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(a) This Sublease and the rights of Subtenant herein are subject and
subordinate at all times to the Primary Lease and the Primary Sublease, the
terms thereof and all rights respectively of Primary Landlord and Triangle's
Sublandlord thereunder, including Primary Landlord's right of access under
Sections 16 and 25(D) of the Primary Lease and Triangle's Sublandlord's rights
of access under the Primary Sublease. The terms, provisions, covenants and
conditions of Sections 13 [Tenant's Compliance], 16 [Access to Premises] (except
as provided herein), and 25 [Environmental Compliance] of the Primary Lease are
applicable to this Sublease with the same force and effect as if Subtenant was
the Tenant under the Primary Lease and Sublandlord was the Landlord, except that
any references in the Primary Lease to the Leased Premises or Premises shall be
applicable to Subtenant as if such terms was referring to the premises then
leased to Subtenant pursuant to this Sublease. Subtenant will store and use
hazardous materials in and on the Sublease Space in material compliance with all
applicable laws and regulations and shall comply with all of the provisions of
Section 25 of the Primary Lease applicable to Subtenant through this Section 7.
In addition, Subtenant (i) agrees that it will provide upon request an estoppel
certificate as contemplated by Section 15(B) of the Primary Lease with respect
to the Sublease Space, and (ii) covenants and agrees as provided in Sections
15(D) [Subordination], 15(E) [Amendments] 15(F) [Opportunity to Cure] and
Section 26 [Liability of Landlord] of the Primary Lease with the same force and
effect as if Subtenant were the Tenant under the Primary Lease and Sublandlord
were the landlord thereunder, except that any references in the Primary Lease to
the Leased Premises shall be deemed to refer to the premises then leased by
Subtenant pursuant to this Sublease.
(b) Notwithstanding any provision in the Sublease to the contrary, each
party hereto agrees to comply with the terms, provisions, covenants, and
conditions of the Primary Lease and the Primary Sublease which are applicable to
it and not to do or suffer or permit anything to be done which would result in a
default under or cause the Primary Lease and the Primary Sublease to be
terminated or forfeited, or, except as permitted herein, cause the Sublease to
be terminated or forfeited; provided, however, that the Sublandlord may pursue
all rights and remedies under this Sublease or otherwise available under
applicable law. Except as provided herein, in no event does the Subtenant have
any obligation to pay any of the rents or other sums payable pursuant to the
Primary Lease or Triangle's Sublease, Subtenant's sole obligations in such
respect being to pay the Base Rent and Additional Rent set forth herein, nor
shall the Subtenant have any obligation with any of the property covered by the
Primary Lease or Triangle's Sublease outside the Sublease Space, except as
provided herein.
(c) Subtenant shall enjoy all appurtenant rights granted to Sublandlord as
Subtenant under the Primary Sublease, but only as they relate to the Sublease
Space, and shall comply with all rules and regulations of Primary Landlord
referred to in Section 2 of the Primary Lease.
8. ASSIGNMENT, FURTHER SUBLETTING: Subtenant may not assign this Sublease
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or sublet the Sublease Space without Sublandlord's prior written consent, which
consent shall be not unreasonably withheld, delayed or conditioned. In addition
to Sublandlord's consent being required, the consents in writing of the Primary
Landlord and Triangle's Sublandlord are also required. If Sublandlord does
consent, Sublandlord will use commercially reasonable efforts to assist
Subtenant in obtaining the consents of the Primary Landlord and Triangle's
Sublandlord.
9. SUBTENANT'S DEFAULT: If (a) Subtenant shall default in fulfilling any
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of the terms, conditions or agreements hereof, other than the covenants to pay
Base Rent, Additional Rent, or other Rent, or of the Primary Lease or Primary
Sublease, both as herein incorporated, and such default shall not have been
remedied (or proper corrective measures to cure such default commenced and after
commencement diligently and continuously prosecuted in good faith) within ten
(10) days after written notice from the Sublandlord, Sublandlord may give
Subtenant three (3) days notice of its intention to end the term of this
Sublease, and, at the end of said three (3) days, the term of this Sublease
shall expire with the same effect as if that day were the date hereinabove set
forth for the termination of the term hereof, but Subtenant shall remain liable
to the extent provided under the environmental compliance provisions of Section
25 of the Primary Lease applicable to Subtenant as provided herein and for
payment of the Rent, the entire unpaid amount of which shall thereupon become
immediately due, together with costs of collection (including reasonable
attorneys' fees) and interest thereon at the Interest Rate (as defined in the
Primary Sublease), or (b) Subtenant shall fail to pay the Base Rent, any
Additional Rent, or any other Rent as provided herein, then Sublandlord may,
unless Subtenant shall have cured such default within three (3) business days
after written notice thereof from Sublandlord, in addition to exercising any
other right or remedies available to Sublandlord hereunder or at law or in
equity, exercise all of the remedies of the Primary Landlord set forth in
Section 17 of the Primary Lease applicable to the premises then leased by
Sublandlord to Subtenant pursuant to this Sublease. Any repossession by
Sublandlord in the exercise of Sublandlord's remedies shall not terminate
Subtenant's obligations hereunder, absent a termination notice from Sublandlord.
If this Sublease is terminated by Sublandlord pursuant to the foregoing
provisions of this clause (b), Subtenant shall remain liable to Sublandlord for
(i) any Rent due prior to termination, and (ii) the payment of Rent, the entire
unpaid amount of which shall thereupon become immediately due and payable,
together with costs of collection (including reasonable attorneys' fees) and
interest thereon at the Interest Rate.
Notwithstanding the foregoing, in the event that Sublandlord finds a new
subtenant for the remainder of the Term of the Sublease, Subtenant shall be
refunded any Rent it has otherwise paid in advance under Section 9(a) or (b), to
the extent that the new subtenant leases the Sublease Space for the remainder of
the Term; provided, however, that Sublandlord shall retain any reasonable
amounts incurred by Sublandlord in reletting the Sublease Space including,
without limitation, reasonable attorney's fees, brokerage fees, upfitting costs,
and similar expenses.
10. USE: Subtenant may use the Sublease Space exclusively as a research
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facility and office building for Subtenant and for related uses, but for no
other purpose without the written consent of the Primary Landlord, Triangle's
Sublandlord, and Sublandlord. Notwithstanding the foregoing, the portion of the
Sublease Space shown on Exhibit A and marked as rooms 5501, 5502, 5503 may be
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used as solvent storage spaces and rooms 5200 and 5201 may be used for nuclear
magnetic residence testing purposes. The use of the Sublease Space shall at all
times be in material compliance with (i) all covenants and restrictions of
record affecting the Primary Property, including the Declaration for University
Place referred to in the Primary Lease and (ii) all statutes, ordinances, laws
and rules of all governmental and regulatory bodies and agencies having
authority with respect to the Primary Property.
11. MAINTENANCE: At all times during the Term, and subject to the
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qualifications herein, Subtenant shall, at its sole cost and expense, maintain
the interior of the Sublease Space and all improvements and equipment therein in
good repair and condition, reasonable wear and tear and damage by insured
casualty loss excepted. Subtenant shall be responsible for routine maintenance,
including, without limitation, replacing interior light bulbs. Subtenant shall
not cause or permit any waste of the Sublease Space or any improvement or
equipment therein. Sublandlord shall provide utilities, electrical, heating, air
conditioning, water, sewer, janitorial services, and security and will be
reimbursed by Subtenant for the cost thereof attributable to the Sublease Space
as provided in Sections 4 and 6 hereof. Subtenant will provide telephone service
at its sole cost and expense. Sublandlord shall maintain the heating and air
conditioning system and plumbing system related to the Sublease Space; provided,
however, Subtenant shall pay a maximum annual amount of $10,000 per occurrence
and a maximum total cost of $50,000 per year, excluding maintenance contracts,
for the repair and replacement of such systems.
12. NO MODIFICATION: Sublandlord agrees that it will not modify or amend
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the Primary Sublease or agree to any modifications of the Primary Lease in any
manner that
would affect the Subtenant's rights hereunder without Subtenant's written
consent first had and obtained.
13. [Intentionally Deleted.]
14. SUBLANDLORD DEFAULT: In the event that Sublandlord defaults in
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keeping, observing, or performing any of the terms, provisions, covenants, and
conditions contained in the Sublease, to be kept, observed or performed by
Sublandlord, and such default is not cured (or proper corrective measures to
cure such default commenced) by Sublandlord within thirty (30) days of written
notice thereof from Subtenant to Sublandlord, Subtenant may give Sublandlord
written notice of its intent to cure such default, and, then Subtenant may
remedy such default and offset the cost of such cure against Rent or, if the
default is of a type which materially interferes with Subtenant's normal and
intended use and operation, terminate the Sublease. If Subtenant incurs any
expense in remedying such default, Subtenant shall be entitled to recover
reasonable and necessary expenses so incurred from Sublandlord. Sublandlord
agrees to send promptly to Subtenant any notice of a default by Sublandlord as
Subtenant under the Primary Sublease which Sublandlord receives from the
Triangle's Sublandlord and of the default of Triangle's Sublandlord under the
Primary Lease of which Sublandlord has notice.
15. INSURANCE: Subtenant shall carry throughout the term of this Sublease
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such insurance coverage as it desires on all property that it has, brings to, or
stores on the Sublease Space. Neither Sublandlord nor Primary Landlord or
Triangle's Sublandlord have any obligation to carry insurance on the same. In
addition Subtenant, at its sole cost and expense, throughout the term of this
Sublease shall maintain insurance as required by paragraph A of Section 9 of the
Primary Lease with a company or companies acceptable to Sublandlord and Primary
Landlord, which insurance shall name Sublandlord, Primary Landlord, and
Triangle's Sublandlord as additional insureds. Subtenant, shall observe and
comply with the requirements of paragraphs C and D of Section 9 of the Primary
Lease with the same force and effect as if Subtenant were the Tenant under the
Primary Lease, except that any references in the Primary Lease to the Leased
Premises shall be deemed to refer to the premises then leased by Subtenant
pursuant to this Sublease and in addition shall cause either a certified true
copy of the policy showing such coverages or a certificate evidencing such
coverages in form and substance reasonably acceptable to Sublandlord to be
furnished to Sublandlord, with evidence of payment of premiums required to keep
such insurance in full force and effect throughout the term of this Sublease.
If Sublandlord determines in its reasonable business judgment that
$2,000,000 coverage may be inadequate, then Sublandlord may require that
Subtenant's general public liability insurance be increased to provide what
Sublandlord believes will be adequate coverage. However, in no event may
Sublandlord require an increase greater than ten percent (10%) in any year under
this Sublease.
Sublandlord, for itself and its successors and assigns, releases and waives
unto the Subtenant, and its successors and assigns, and Subtenant, for itself,
and its successors and assigns, releases and waives unto the Sublandlord,
Primary Landlord, and Triangle's Sublandlord and their respective successors and
assigns, all right to claim damages for any
injury, loss, cost or damage to persons or to the Sublease Space or the contents
and property located therein or thereon, which is occasioned by fire, explosion,
accident, occurrence or condition in, on or about such premises or any other
casualty, the amount of which injury, loss, cost or damage has been paid (as
applicable) to Primary Landlord, Sublandlord, Triangle's Sublandlord, and
Subtenant or to any other person, firm or corporation under the terms of any
fire, extended coverage, public liability or other policy of insurance; provided
that said release is effective only with respect to matters covered by insurance
for which waiver(s) of subrogation apply. All policies of insurance carried and
maintained pursuant to this Sublease by Subtenant shall contain, or be endorsed
to contain, a provision whereby the insurer thereunder waives all rights of
subrogation against Primary Landlord, Sublandlord, and Triangle's Sublandlord,
as the case may be.
16. INDEMNITY: Except for loss or damage covered by insurance policies
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carried by Primary Landlord, Triangle's Sublandlord, or Sublandlord containing
waivers of subrogations: (a) Subtenant shall indemnify and hold Sublandlord
harmless against all loss, liability, damage, cost or expense (including
reasonable attorneys' fees and court costs), or any claim therefor, on account
of any actual or alleged injury or damage to persons or property caused in any
way by the act or omission of Subtenant, its agents, employees or contractors,
in, on, or otherwise related to the use or occupancy of any part of the Sublease
Space; the indemnitee shall give the indemnitor prompt notice of any claim of
indemnity and assist in prosecuting and/or settling any claim, and (b)
Sublandlord shall indemnify and hold Subtenant harmless against all loss,
liability, damage, cost or expense (including reasonable attorneys' fees and
court costs), or any claim therefor, on account of any actual or alleged injury
or damage to persons or property (other than the property of Subtenant) caused
in any way by the act or omission of Sublandlord, its agents, employees or
contractors, in, on, or otherwise related to the use or occupancy of any part of
the Sublease Space; the indemnitee shall give the indemnitor prompt notice of
any claim of indemnity and assist in prosecuting and/or settling any claim, and
(c) Subtenant shall protect, indemnify, defend and save harmless the Primary
Landlord, Triangle's Sublandlord, and Sublandlord from and against any and all
expenses, claims, demands, and causes of action of any nature whatsoever,
including legal fees and expenses, for injury to or death of persons, or loss of
or damage to property, as a result of the negligence or other wrongful conduct
of Subtenant.
17. NOTICE: Any notice or demands to be given pursuant to this Sublease
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shall be sent to Sublandlord at:
Triangle Pharmaceuticals, Inc.
0000 Xxxxxxxxxx Xxxxx
0 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
Attn: R. Xxxxxx Xxxxxx, Esq.
with copy to:
Xxxxx X. Xxxxxxxxxx, Esq.
Smith, Anderson, Blount, Dorsett,
Xxxxxxxx & Xxxxxxxx, L.L.P.
P. O. Xxx 0000
Xxxxxxx, Xxxxx Xxxxxxxx 00000-0000
and if to Subtenant:
Trimeris, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx
with a copy to:
Xxxxxx X. Xxxxxxx
Xxxxxx & Xxxxxxx
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
All notices shall be in writing, may be delivered personally to the other
party, or sent by express courier or delivery service, or by registered,
certified or express United States Mail, and shall be deemed delivered or given
when received or on the third business day after the same are deposited postage
prepaid with the United States Postal Service. Changes of address may be given
in the same manner as notices. Notices may be given on behalf of either party by
its respective legal counsel.
18. BROKERS: Sublandlord represents that it has dealt with no brokers in
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connection with this Sublease, and Subtenant represents that the only broker it
has dealt with is Metapartners ("Subtenant's Broker"). Subtenant will pay to
Subtenant's Broker the commission in the amount and at the times set forth in
the separate agreement(s) between Subtenant and Subtenant's Brokers. Each party
shall indemnify and defend the other and Primary Landlord and Triangle's
Sublandlord from and against any claim of any broker claiming a right to a
broker's commission or other compensation through the indemnitor or by reason of
such broker having dealt with or alleging to have dealt with the indemnitor.
19. ALTERATIONS: Provided that Subtenant submits reasonably detailed plans
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therefor to Sublandlord and to Primary Landlord and Triangle's Landlord at least
fifteen (15) business days before the commencement of construction, Subtenant
shall be entitled to make interior, non-structural alterations to the Sublease
Space from time to time, including, without limitation, the removal or
relocation of interior, non-load bearing walls and partitions. Subtenant shall
make no structural or exterior changes or alterations to the Sublease Space
without the prior written consent of Primary Landlord, Triangle's Sublandlord
and Sublandlord. The consent of Sublandlord shall not be unreasonably withheld
or delayed.
Subtenant shall, prior to the expiration or earlier termination of this
Sublease, at its sole expense, restore the Sublease Space to the condition that
existed prior to the making of
any alterations made by Subtenant (ordinary wear and tear and any alterations
consented to by Primary Landlord, Triangle's Sublandlord, and Sublandlord
excepted, unless such restoration was a condition to such consent), if then
requested to do so by Sublandlord, Triangle's Sublandlord, and Primary Landlord.
This obligation of restoration shall expressly survive the expiration or earlier
termination of this Sublease.
Any work performed by Subtenant, or at its instance, in the Sublease Space
shall be done in good and workmanlike manner using materials of the same quality
as used by the Primary Landlord in constructing the building on the Property.
Subtenant shall not, at any time, permit any work to be performed in the
Sublease Space, except by duly licensed contractors or artisans, each of whom
must carry adequate workmen's compensation insurance, general public liability
insurance, and "all-risk" builders risk insurance, certificates of which shall
be furnished to Primary Landlord, Triangle's Sublandlord, and Sublandlord prior
to commencement of any such work.
Subtenant shall keep the Sublease Space free and clear of all mechanic's
liens arising out of any work performed or alleged to be performed for or at the
request of Subtenant or its agents or subtenants. Nothing contained in this
Sublease shall constitute any consent or request by Primary Landlord, Triangle's
Sublandlord, or Sublandlord, express or implied, for the performance of any
labor or services, or the furnishing of any materials or other property in
respect to the Sublease Space, or any part thereof, nor as giving Subtenant any
right, power or authority to contract for, or permit the performance of, any
labor or services, or the furnishing of any materials or other property, in such
fashion as would permit the making of any claim against the Primary Landlord,
Triangle's Sublandlord, Sublandlord or their respective interests in the
Property in respect thereof. In the event such work results in a claim of lien,
Subtenant shall hold Primary Landlord, Triangle's Sublandlord, and Sublandlord
harmless from such lien or claim of lien.
20. DESTRUCTION: In the case of damage or destruction to the Property if
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the Primary Lease is terminated with respect thereto pursuant to Section 11 of
the Primary Lease, then this Sublease shall automatically terminate as of the
date of termination of the Primary Lease. Base Rent shall be prorated to the
date of such termination and the unpaid principal balance of the Additional Rent
shall thereupon be immediately due and payable by Subtenant to Sublandlord.
In the event of the total or partial destruction of the Sublease Space,
Subtenant shall have the same right to terminate this Sublease as the Tenant has
under Section 11 of the Primary Lease to terminate the Primary Lease.
If this Sublease is not terminated in accordance with the foregoing
provisions, Base Rent, but not Additional Rent, shall xxxxx between the date of
destruction and the date of completion of the restoration of the Primary
Property in proportion to the portion of the Sublease Space that is rendered
untenantable by such damage or destruction; provided, however, that the
Additional Rent due shall not be substantially increased as a result of the
completion of the restoration of the Primary Property or Sublease Space.
21. MEMORANDUM OF SUBLEASE: The parties agree to execute and record a
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memorandum of this Sublease, in form mutually satisfactory. The cost of
recording shall be the responsibility of Subtenant.
22. LANDLORD CONSENT: It shall be a condition precedent to Sublandlord's
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and Subtenant's obligation hereunder that Primary Landlord and Triangle's
Sublandlord shall execute a consent to this Sublease, in form and content
satisfactory to Subtenant and Sublandlord. In the event any such party fails to
execute such consent by the Commencement Date, this Sublease shall automatically
terminate.
23. TERMINATION: This Sublease shall terminate at the end of the Term of
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this Sublease, and Sublandlord agrees that Sublandlord shall be entitled to the
benefit of all provisions of law respecting the recovery of possession of the
premises from a tenant holding over without the requirement of giving any notice
to Subtenant to vacate or quit the premises.
24. PAST DUE PAYMENTS: In the event any Base Rent, Additional Rent, or
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other payment owing from Subtenant to Sublandlord pursuant to this Sublease
shall become overdue for a period in excess of three (3) business days, such
unpaid amount shall bear interest from the due date thereof to the date of
payment at the Interest Rate.
25. FUME HOODS. On or before the date hereof, Sublandlord shall deliver to
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Subtenant certifications for all fume hoods located in the Sublease Space
certified by the applicable regulatory authority. The parties hereto acknowledge
that there are 37 fume hoods located in the Sublease Space. Upon the expiration
or termination of the Term, Subtenant shall provide to Sublandlord
certifications of all such fume hoods showing that such fume hoods are still
certified by the applicable regulatory authority and are in the same condition
as existed on the date of the Sublease, reasonable wear and tear and loss by
casualty excepted. If necessary, Subtenant will repair the fume hoods so that
such certifications may be made.
26. ACCESS. Sublandlord's facilities personnel shall have access to the
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Sublease Space at any reasonable time for the purpose of maintaining the
Sublease Space. Sublandlord's personnel with access to the Sublease Space shall
sign a non-disclosure agreement in a form reasonably satisfactory to Subtenant.
Subtenant's solvent storage personnel shall have access to the solvent storage
spaces described above for the purpose of receiving materials and transporting
materials to and from the solvent storage space. Subtenant's personnel with
access to those portions of the building occupied by Sublandlord shall sign a
non-disclosure agreement in a form reasonably satisfactory to Sublandlord.
Inspections performed by Sublandlord shall be conducted by Sublandlord's
facilities personnel or their designated contractors. Notwithstanding the
foregoing, in the event of an emergency, Sublandlord shall have the right to
enter the Sublease Space without notice.
27. ADJOINING SPACE. Sublandlord shall give Subtenant prior written notice
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of any party subleasing space that adjoins the Sublease Space. Sublandlord shall
consult with Subtenant about any security concerns that Subtenant may have
related to such sublease. In the event Sublandlord has a prospective subtenant
engaged in the business of anti-viral
research for any space adjoining the Sublease Space, then Sublandlord shall
inform Subtenant of the amount of the space, the rental amount, and the term of
such sublease. Within seven (7) days of Sublandlord's notification, Subtenant
shall have the right to sublease such space on the terms set forth in
Sublandlord's notification. In the event Subtenant fails to sublease such
property within such seven (7) day period, Sublandlord shall be free to sublease
such space to the third party free and clear of any such right of first refusal
on the same material terms as those set forth in the notice to Subtenant.
28. NON-SOLICITATION. Subtenant agrees that neither it nor its employees,
----------------
contractors, agents, or other representatives shall at any time from the date of
this Sublease until the expiration or termination of the Term, solicit for
employment by Subtenant any employee of Sublandlord. Sublandlord agrees that
neither it nor its employees, contractors, agents, or other representatives
shall at any time from the date of this Sublease until the expiration or
termination of the Term, solicit for employment by Sublandlord any employee of
Subtenant. For purposes of this Sublease, "solicit" shall mean any affirmative
act first initiated by Subtenant or Sublandlord directed specifically toward
employees of the other in an attempt to cause such employee to leave Subtenant
or Sublandlord (as the case may be) and become employed by the other.
29. SUBTENANT PROPERTY. Subtenant will place furniture, fixtures and
------------------
equipment in the Sublease Space, and such property shall remain the sole
property of Subtenant. Subtenant may remove such property at any time prior to
the termination or expiration of the term of this Sublease; provided, however,
that the Sublease Space shall be returned to its original condition as it
existed on the Commencement Date, reasonable wear and tear and damage by insured
casualty excepted. Neither the Sublandlord, Triangle's Sublandlord nor the
Primary Landlord shall have any lien on Subtenant's property.
30. ENVIRONMENTAL WARRANTY. Sublandlord hereby represents that to the best
----------------------
of its knowledge it knows of no facts or circumstances causing a violation of
any environmental law applicable to the Sublease Space.
IN WITNESS WHEREOF, Sublandlord and Subtenant, intending to be legally
bound, and with authority duly given, have executed this Sublease in duplicate
originals, as of the day and year first above written.
SUBLANDLORD:
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TRIANGLE PHARMACEUTICALS, INC., a
Delaware corporation
By: /s/ Xxxxxx Xxxxxxxx, Xx.
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Its: Executive VP/CFO
SUBTENANT:
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TRIMERIS, INC., a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxx
Its: Chief Financial Officer and
General Counsel
EXHIBIT A
[FLOOR PLAN NOT INCLUDED]
EXHIBIT B
[LIST OF ADDITIONAL RENT ASSOCIATED WITH ROUTINE MONTHLY CHARGES NOT INCLUDED]
