EXHIBIT 10.16
University City Science Center
LICENSE AGREEMENT
This LICENSE AGREEMENT (this "Agreement"), dated as of this 30 day of
July, 2001, by and between UNIVERSITY CITY SCIENCE CENTER (the "Licensor")
having an office at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 and CARESCIENCE,
INC., (the "Licensee") whose present address is 6th Floor, 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
WITNESSETH:
WHEREAS, Licensor is the owner of a building located at 0000 Xxxxxx
Xxxxxx, Xxxxxxxxxxxx, XX 00000 (the "Building"); and
WHEREAS, Licensor desires to grant to Licensee and Licensee desires to
obtain from Licensor a license to enter the portion of the Building located on
the second floor consisting of 831 rentable square feet as shown on Exhibit A
attached hereto and made a part hereof (the "Premises").
NOW, THEREFORE, in consideration of the mutual promises contained
herein, Licensor and Licensee agree as follows:
1. Licensed Area. Licensor grants to Licensee and Licensee accepts from
Licensor a revocable license (the "License") to use the Premises, subject to the
terms and conditions contained herein.
2. Term. The term of the License granted hereby shall commence on the
same date as the Lease between the Licensor and Licensee for premises located at
0xx Xxxxx, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX (the "Commencement Date") and
shall expire on midnight of the last day of the five (5) year period following
the Commencement Date.
3. License Fee. The fee for the use of the Premises by Licensee (the
"License Fee") shall be payable in advance, in equal monthly installments of
$1,073.38 with the payment for the first month (or portion thereof) due upon
execution of this Agreement and thereafter on the first day of each month. If
the Commencement Date is not the first day of a calendar month, or if this
License should terminate at any time other than the last day of a calendar
month, the amount of License Fee due from Licensee for the portion of such
month shall be proportionately adjusted based on that portion of the month that
this License is in effect. If Licensee fails to pay an installment of the
License Fee within five days after the date when due, a late fee equal to 5% of
the past due installment may be assessed at the option of the Licensor. The
parties hereto agree that such License fee includes all charges to Licensee for
utilities, operating expenses and similar changes, except for any utilities such
as telephone service for which Licensee contracts independently.
4. Intentionally omitted.
5 . Permitted Use. The Premises shall only be used for office use,
research and development and laboratory use in a manner consistent with the
purposes of the University City Science Center as of the date hereof, which are
to stimulate scientific research and development primarily in the Middle
Atlantic region of the United States; to promote the economic growth and health
of that region by promoting the establishment and expansion in the region of
business and industry oriented towards science and research; and to encourage
the private sector to participate in these endeavors and for no other purpose.
6. Condition of Premises. Licensor has made no representations to the
condition of the Premises or the fitness or availability of the Premises for any
particular use, and Licensee shall accept the Premises in the configuration
shown on Exhibit A.
7. Right to Enter. Licensee shall have the right at Licensee's expense
to secure the Premises with appropriate locks and security devices consistent
with building standard elements. Notwithstanding the foregoing, Licensor, its
agents (including, without limitation, Licensor's building manager) or employees
shall be given the keys (and/or security information) necessary in order for
Licensor to enter the Premises, and Licensor, its agents (including, without
limitation, Licensor's building manager) and employees may enter the Premises at
reasonable times including normal business hours upon reasonable advance notice,
and at any time in the event of an emergency, to: (a) exhibit the Premises to
prospective purchasers or Licensees of the Building or the Premises; (b) inspect
the Premises to see that Licensee is complying with its obligations hereunder;
(c) make repairs, alterations, improvements and additions required of Licensor
under the terms hereof, or that are advisable in Licensor's determination to
preserve the integrity, safety and good order of all or any part of the Premises
or the Building, including any systems serving the Building which run through
the Premises, or which may be necessary to comply with applicable laws,
ordinances or other requirements of any governmental entity or agency having
jurisdiction; (d) provide any services required under this License; and (e)
remove any alterations, additions or improvements made by Licensee in violation
of this Agreement.
8. Insurance and Indeminity. Licensee agrees that, at Licensee's own
cost and expense, Licensee will procure and continue in force the following
insurance coverage during the term of this Agreement: general liability
insurance on an occurrence basis covering any and all claims for injuries to
persons occurring in, upon, or about the Premises, including any period during
which Licensee is engaged in making any repairs or alterations to the Premises,
and including all damage to or from signs, glass, awnings, fixtures, or other
appurtenances now or hereafter erected by Licensee or erected on Licensee's
behalf, on or about the Premises during the term of this Agreement, with minimum
limits of $3,000,000 for personal and bodily injury to, or death of, any one
person; $3,000,000 for personal and bodily injury to, or death of, more than one
than one person in one occurrence; and $3,000,000.00 for property damage; and
such insurance shall also include contractual liability coverage. Such insurance
shall be written with a company or companies of recognized responsibility
authorized to engage in the business of general liability insurance in the
Commonwealth of Pennsylvania. There shall be delivered to Licensor: (i) at least
10 days prior to the day upon which this Agreement shall commence, a certificate
of such insurance, and (ii) at least 10 days prior to the expiration of any
policy, a renewal or replacement of such insurance, with proof satisfactory to
Licensor of the payments of premiums therefore. All such policies shall name
Licensor (and any other party designated by Licensor) as an additional insured,
and shall contain a provision that such policies may not be
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canceled or changed without at least 10 days' prior written notice to Licensor.
In the event Licensee fails to furnish such policies, Licensor may obtain such
insurance, the cost of which shall be deemed additional rent to be paid by
Licensee to Licensor upon demand. Licensor covenants that it will maintain
insurance on the Premises for the full replacement value thereof, and liability
insurance in amounts equal to those required of the Licensee herein.
Notwithstanding any other provision of this Agreement,
Licensor shall not be liable or responsible for, and Licensee hereby releases
Licensor and its partners, officers, directors, agents and employees from, any
and all liability or responsibility to Licensee or any Person claiming by,
through, or under Licensee, by way of subrogation or otherwise, for any injury,
loss or damage to Licensee's property covered by a valid and collectible fire
insurance policy with extended coverage endorsement, and Licensee shall require
its insurer(s) to include in all of Licensee's insurance policies which could
give rise to a right of subrogation against Licensor a clause or endorsement
whereby the insurer(s) shall waive any rights of subrogation against Licensor.
Notwithstanding any other provision of this Agreement,
Licensee shall not be liable or responsible for, and Licensor hereby releases
Licensee and its partners, officers, directors, agents and employees from, any
and all liability or responsibility to Licensor or any Person claiming by,
through, or under Licensor, by way of subrogation or otherwise, for any injury,
loss or damage to Licensor's property covered by a valid and collectible fire
insurance policy with extended coverage endorsement, and Licensor shall require
its insurer(s) to include in all of Licensor's insurance policies which could
give rise to a right of subrogation against Licensee a clause or endorsement
whereby the insurer(s) shall waive any rights of subrogation against Licensee.
9 . Compliance with Law. Licensee agrees to comply promptly with all
laws and ordinances and other notices, requirements, orders, regulations and
recommendations (whatever the nature thereof may be) of any and all the Federal,
State, County or Municipal authorities or of the Board of Fire Underwriters or
any insurance organizations, associations or companies, with respect to
Licensee's use of the Premises and any property appurtenant thereto. Licensor
warrants that the Premises are now in compliance with all applicable laws and
ordinances.
10. Indemnification and Release. Licensor shall not be held responsible
for, and is hereby expressly relieved from, any and all liability by reason of
any injury, loss or damage to any person or property in or about the Premises or
the Building whether the same be due to fire, breakage, leakage, water flow,
stream, gas, use, misuse, abuse of elevators or defects therein, hatches,
openings, defective construction or condition anywhere in the Building, failure
of water supply, or light or power, defects in electric wiring, plumbing or
other equipment or mechanism, wind, lightning, storm or any other cause whatever
whether the loss, injury or damage be to the person or property of Licensee or
any other person, unless due to any oversight, neglect or negligence of
Licensor, occurring before or after the execution of this Agreement. Licensee
further agrees to indemnify, defend and save Licensor harmless from and against
all claims by any employee or invitee of Licensee made on account of such
injury, loss or damage, including but not limited to reasonable attorneys' fees
and other legal expenses. Except for the willful or negligent acts or omissions
of Licensee or its agents or employees, invitees or licensees, Licensor
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hereby agrees to indemnify and hold harmless Licensee from and against any and
all claims, losses, actions, damages, liabilities and expenses (including
reasonable attorneys' fees) that arise from or are in connection with the common
areas of the Building, any spaces occupied by other tenants of the Building, or
any default by Licensor hereunder.
11. Licensee's Risk. Licensee shall, at all times during the Term
hereof and for such further time as Licensee shall occupy the Premises or any
part thereof, keep all effects and property of every kind, nature and
description of Licensee and of all persons claiming by, through or under
Licensee which, during the continuance of this Agreement or any occupancy of the
Premises by Licensee or anyone claiming under Licensee, may be in the Premises
or in the Building, at the sole risk and hazard of Licensee, and if the same
shall be lost or damaged by any cause, no part of said loss or damage is to be
charged to or to be borne by Licensor, except that Licensor shall in no event be
indemnified or held harmless or exonerated from any liability to Licensee or to
any other person, for any injury, loss, damage or liability to the extent
prohibited by law.
12. Yield Up: Holdover. No later than the last day of the Term or
earlier termination as provided herein, Licensee will remove all Licensee's
personal property and, if requested by Licensor, the locks and security devices
permitted pursuant to Paragraph 7 hereof, and repair all injury done by or in
connection with installation or removal of said property and surrender the
Premises (together with all keys, access cards or entrance passes to the
Premises and/or Building) in as good a condition as it was at the beginning of
the Term, reasonable wear and tear, unrepaired casualty not caused by Licensee
and condemnation excepted. All property of Licensee remaining in the Premises
without Licensor's consent after expiration or earlier termination of the Term
shall be deemed conclusively abandoned and may be removed by Licensor, and
Licensee shall reimburse Licensor for the cost of removing the same and for any
repair to the Premises or the Building as a result of such removal, subject,
however, to Licensor's right to require Licensee to remove any improvements or
additions made to the Premises by Licensee pursuant to the terms of this
License. If Licensee shall not immediately surrender possession of the Premises
at the expiration or termination of this Agreement, or if property of Licensee
remains in the Premises after the expiration or termination of this Agreement
without Licensor's consent, unless otherwise agreed to in writing by Licensor,
during such holdover period the License Fee shall increase to an amount equal to
150% of the License Fee payable hereunder immediately prior to the expiration or
termination of this Agreement. Nothing in the provisions of this Paragraph 12
shall constitute Licensor's consent to any holdover by Licensee or shall impair
Licensor's right to evict Licensee or exercise Licensor's other rights and
remedies under this Agreement or under applicable law on account of any
holdover.
13. Assignment. Licensee shall not assign, pledge or otherwise transfer
its rights under this Agreement in whole or in part, whether voluntarily,
involuntarily or by operation of law.
14. Alterations. Licensee shall not make any installations, alterations
or additions in, to or on the Premises without on each occasion obtaining the
prior written consent of Licensor. If Licensor shall consent to any such
alterations, Licensee will use only contractors or workers consented to by
Licensor in writing prior to the time such work is commenced. Licensor may
condition its consent upon its receipt of acceptable lien waivers and
certificates of insurance
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from such contractors or workmen. Licensee shall promptly satisfy any lien or
claim of lien for material or labor claimed against the Premises or Building, or
both, by such contractors or workmen if such claim should arise, and hereby
indemnifies and holds Licensor harmless from and against any and all losses,
costs, damages, expenses or liabilities including, but not limited to,
attorney's fees, incurred by Licensor, as a result of or in any way related to
such claims or such liens.
15. Casualtv or Condemnation. In the event of a casualty or
condemnation which renders all or a part of the Premises unusable by Licensee;
either Licensee or Licensor may elect to terminate this Agreement by giving 10
days' written notice to the other of such termination.
16. Maintenance: Nuisance. Etc. Licensee shall keep and maintain the
Premises in good and safe order and repair. Licensee shall not injure, deface or
otherwise harm the Premises or the Building; nor commit any nuisance; nor make,
allow or suffer any waste; nor interfere with or disturb the quiet enjoyment of
the use of the Building or any portion thereof by any other licensees or
Licensees in the Building; nor make any use of the Premises which is improper,
offensive or contrary to any law or ordinance or which will invalidate or
increase the premiums for any of Licensor's insurance.
17. Signage Licensee shall have a listing on the building directory and
a building standard sign mounted outside its suite entry.
18. Hazardous Materials.
(a) "Hazardous Substance" shall mean any hazardous or toxic
substance, material or waste which is or becomes regulated by any local, state
or federal governmental authority having jurisdiction. The term "Hazardous
Substance" includes, without limitation, any material or substance which is (i)
designated as a "hazardous substance" pursuant to Section 311 of the Federal
Water Pollution Control Act (33 U.S.C. Section 1317), (ii) defined as a
"hazardous waste" pursuant to Section 1004 of the Resource Conservation and
Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), (iii)
defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601
et seq. (42 U.S.C. Section 9601), (iv) petroleum or (v) asbestos or
asbestos-containing materials.
(b) Licensee shall not cause or suffer or allow any Hazardous
Substances to be brought upon, kept, used, discharged, deposited or leaked in or
about the Premises or the Property by Licensee or any of Licensee's contractors,
employees or invitees or by anyone in the Premises (other than Licensor or its
agents, employees or contractors), except to the extent such Hazardous
Substances are customarily kept or used by typical office Licensees. If the
obligations imposed by the preceding sentence are breached, or if the presence
of any Hazardous Substance on the Premises or the Property caused or suffered or
permitted by Licensee or any of Licensee's contractors, employees or invitees or
by anyone in the Premises (other than Licensor or its agents, employees or
contractors) results in contamination of the Premises or the Property, then
Licensee shall indemnify, defend and hold Licensor harmless from any and all
claims, judgments, damages, penalties, fines, costs, liabilities, expenses and
losses (including, without limitation, diminution in value of the Property,
damages for the loss or restriction on use of
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leasable space or of any amenity of the Building, damages arising from any
adverse impact on marketing of space and sums paid in settlement of claims,
attorneys' fees, consultant fees and expert fees) which arise during or after
the Term as a result of such contamination. This indemnification shall include,
without limitation, costs incurred in connection with any investigation of site
conditions or any clean-up, remedial, removal or restoration work required by
any federal, state or local governmental agency or political subdivision because
of any Hazardous Substance present in the soil or groundwater on or under the
Property.
19. Default. Licensee's failure to observe or perform any covenant or
agreement contained herein on Licensee's part to be observed or performed, after
Licensor shall have given Licensee ten (10) days' written notice of such
non-observance or non-performance, shall constitute a default hereunder. In the
event of a default hereunder, in addition to all other remedies available at law
or in equity, Licensor shall be entitled to immediately revoke the license
granted herein. In such event Licensor may, without further notice and without
prejudice to any other remedy Licensor may have, enter upon the Premises and
expel or remove Licensee and Licensee's effects without being liable for any
claim for trespass or damages therefor. Licensee shall be liable for the License
Fee for a period of 30 days following Licensor's termination under this
Paragraph.
20. No Estate Conveyed. This Agreement does not and shall not be deemed
to (a) constitute a lease or a conveyance of personal or real property by
Licensor to Licensee or (b) confer upon Licensee any right, title, estate or
interest in the Premises. This Agreement grants to Licensee only a personal
privilege revocable by Licensor on the terms set forth herein.
21. Notices. Notices hereunder shall be in writing and shall be
delivered by hand or national overnight delivery service or sent by registered
or certified mail, postage prepaid, return receipt requested:
If intended for Licensor, addressed to:
UNIVERSITY CITY SCIENCE CENTER
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx Lobrun
(or to such other address or addresses as may from time to time hereafter be
designed by Licensor by written notice to the Licensee in the manner set forth
herein).
If intended for Licensee, at the Premises, or addressed to:
-----------------------------
-----------------------------
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(or to such other address or addresses as may from time to time hereafter be
designated by Licensee by written notice to the Licensor in the manner set forth
herein).
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All such notices shall be effective when delivered in hand (provided
the party delivering the same shall prepare and present to the recipient for
signature, a suitable receipt evidencing such delivery) by national overnight
delivery service, or when deposited in the United States mail within the
continental United States.
22. Exculpation of Licensor. Licensor's liability to Licensee with
respect to this License shall be limited solely to Licensor's interest in the
Building. Neither Licensor, nor any partner, officer, director, member, employee
or shareholder of Licensor, shall have any personal liability whatsoever with
respect to this Agreement and the License granted herein.
23. Entire Agreement; No Waiver. This Agreement contains the entire
agreement of the parties hereto and no representations, inducements, promises or
agreements, oral or otherwise, between the parties not embodied herein shall be
of any force and effect. The failure of either party to insist in any instance
on strict performance of any covenant or condition hereof, or to exercise any
option herein contained, shall not be construed as a waiver of such covenant,
condition or option in any other instance. This Agreement cannot be changed or
terminated orally, and can be modified only in writing, executed by each party
hereto.
24. Governing Law. This Agreement has been made under and shall be
construed and interpreted under and in accordance with the laws of the
Commonwealth of Pennsylvania.
25. Authority. Licensee represents and warrants to Licensor that the
individual executing this Agreement has the requisite authority to legally bind
Licensee to this Agreement and all of the terms hereof.
26. Subordination. This Agreement is and shall be subject and
subordinate to all ground leases, deeds of trust and mortgages (collectively,
"Mortgages") which may now or hereafter affect the Premises and also to all
renewals, modifications, consolidations, replacements, and extensions of such
Mortgages. This provision is self-executing and no further instrument shall be
required to establish such subordination. If any foreclosure proceedings are
brought which affect the Premises, or if the power of sale under a Mortgage is
exercised, then Licensee shall attorn to the purchaser upon any such foreclosure
or sale and recognize such purchaser as the Licensor under this Agreement.
27. Intentionally omitted.
28. Termination Option. Provided Licensee is not in default in its
obligations under this Agreement, Licensee shall have the right to terminate
this Agreement, such right to continue until the expiration of the Term of this
Agreement, by Licensee providing Licensor with ninety (90) days' written notice
before the date on which Licensee wishes to terminate this Agreement.
29. Termination of Existing Lease. As of the Commencement Date, the
existing lease between the parties hereto for space on the second floor of the
Building dated April 15, 1997 shall terminate and be of no further force and
effect, the same as if that date were the date set forth in the lease for
termination.
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IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement,
as a sealed instrument, as of the day and year first above written.
LICENSOR:
UNIVERSITY CITY SCIENCE CENTER
By: /s/ XXXX XXXXX
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Printed Name: Xxxx Xxxxx
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Title: President & CEO
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LICENSEE:
CARESCIENCE, INC.
By: /s/ XXXXXX XXXX
-------------------------------------
Printed Name: Xxxxxx Xxxx
---------------------------
Title: CFO
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EXHIBIT A
(3550 MARKET - 2ND FLOOR PLAN)
