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SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT made this 10 day of February, 1997 is entered
into by and between Global Mail, Ltd. a Delaware Corporation (hereafter
"Sublandlord") and Fuisz Technologies, Ltd., a Delaware Corporation (hereafter
"Subtenant").
WITNESSETH:
WHEREAS, Sublandlord desires to sublease to Subtenant, and Subtenant
wishes to sublease from Sublandlord all of the space under the Building Lease
and the Sublease Agreement, attached hereto (hereinafter the "Lease"), in
accordance with the terms hereof (hereinafter the space under the lease shall
be referred to as the "Sublease Premises"); and
WHEREAS, Article 8 of the Lease requires the consent of Xxxx Road
Business Park, L.L.C., the successor to The Traveler Insurance Company (the
"Landlord") prior to the sublease of the Sublease Premises and the Sublandlord
and the Subtenant desire to obtain the Landlord's consent to such sublease and
to set forth their understandings with respect to the terms of the sublease as
more particularly described herein.
NOW THEREFORE, the parties hereto agree as follows;
1. SUBLEASE
(a) Sublandlord agrees to sublease to Subtenant, and Subtenant agrees
to sublease from Sublandlord the Sublease Premises in accordance with all the
terms and conditions contained in the Lease, except as otherwise specifically
provided for herein; and such terms and conditions are hereby incorporated
herein as terms and conditions of this Sublease, with each reference to
Landlord and Tenant in such Lease to be deemed to refer to Sublandlord and
Subtenant; and, together with all the following paragraphs set forth in this
Sublease Agreement, shall constitute the complete terms and conditions of this
Sublease Agreement. In the event of any conflict between the Sublease and the
Lease, the specific provisions of the Sublease Agreement shall govern.
(b) Sublandlord acknowledges and agrees to the right of Landlord to
demand that Subtenant pay all rents due under the Lease directly to Landlord in
the event that Sublandlord defaults under the Lease.
2. SUBLEASED PREMISES
For purposes of this Agreement, the "Sublease Premises" consists of
approximately 16,909 rentable square feet at 00000 Xxxx Xxxx, Xxxxx X000,
Xxxxxxxx, Xxxxxxxx, as Exhibit A, incorporated herein.
3. USE
Subtenant shall use and shall be permitted to use the Subleased Premises for
the following: (a) general office and distribution, (b) storage of food
production equipment and materials, which may include the storage of flavor
oils, which may be considered to be flammable materials, but which will be
stored in such a manner as to minimize the potential of any fire hazard from
such materials and will be stored in compliance with all laws, ordinances and
regulations pertaining to the storage and use of potentially flammable
materials, (c) food product development laboratory, and (d) production of
intermediate ingredients to be used by clients in their food products.
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4. TERM
The term of this Sublease Agreement shall be for a period commencing
February 1, 1997 (the "Commencement Date") and terminating on December 31, 1998
(the "Termination Date").
5. BASE RENT
Subtenant agrees to pay to Sublandlord each and every month of the
lease term the triple net (NNN) base monthly rent as follows:
Months 1 -12 $8,806.77 per month
Months 13-23 $9,070.97 per month
Subtenant shall also pay to Sublandlord, as additional rent on a monthly basis,
the estimated or actual cost of real estate taxes, insurance and common area
expense applicable to the property as described in Article III of the Prime
Lease. These estimated charges until further notice or reconciliation is
$2,480.00 per month.
Upon execution of this Sublease agreement, Subtenant shall pay to Sublandlord
$11,286.77 for the first month's base rent and additional rent due hereunder.
6. CONDITION OF SPACE AT OCCUPANCY
(a) At the commencement of the term of this Sublease, Sublandlord
shall deliver the Subleased Premises to Subtenant in the same condition as
Sublandlord is required, under the terms of the Lease, to return the Subleased
Premises to Landlord at the termination of the Lease.
(b) Sublandlord shall perform the following repairs to the
Subleased Premises prior to the commencement of the term of this Sublease: (i)
repair the hole in the wall in the first floor hallway, and (ii) replace the
missing ceiling tile in the room used by Sublandlord as a dispatch room.
7. SUBTENANT ALTERATIONS
Sublandlord acknowledges that Subtenant intends to make certain alterations to
the Subleased Premises, including, without limitation, the following: (a)
replacing the carpet in the first floor with washable vinyl flooring; (b)
installing a vented hood in one large room on the first floor; (c) upgrading
the electrical capacity of the Leased Premises to support laboratory equipment;
(d) removing the wall marked "Wall Number 1" on Exhibit A of the Sublease, and
(e) replacing Sublandlord's exterior signage with Subtenant's signage.
Subtenant shall make all such alterations in compliance with the terms of the
Lease. Sublandlord hereby consents to Subtenant making such alterations.
8. CONDITION OF SPACE AT TERMINATION
Upon the expiration or termination of the term of this Sublease Agreement,
Subtenant shall deliver possession of the Sublease Premises to Sublandlord in
the same general condition as of the Commencement Date of the Sublease, subject
to ordinary wear and tear.
9. COVENANTS OF SUBLANDLORD AND SUBTENANT
The parties agree that the Lease attached thereto is incorporated
herein by reference. Subtenant agrees that it shall, at all times, keep,
observe, and perform the obligations to be performed by Sublandlord as Tenant
under the Lease with respect to the Sublease Premises and Sublandlord shall
keep and perform or cause to be performed all the obligations of Landlord under
the Lease.
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10. ASSIGNMENT AND SUBLETTING
Subtenant shall not sublet or assign this Sublease Agreement or any
portion thereof without the prior written consent of Landlord and Sublandlord,
which consent shall not be unreasonably withheld.
11. BROKERS
Sublandlord and Subtenant both represent and warrant that they have
not employed any brokers in carrying on the negotiations of this Sublease
Agreement except The Xxxx Xxxx Company and Smithy Braedon/Oncor International.
The Sublandlord shall be responsible for the payment of any broker's
commissions generated by the subleasing of its facility per a separate
agreement.
12. SECURITY PAYMENT
Subtenant shall pay to Sublandlord concurrently with the execution of
this sublease and held as security for the time period described below, an
amount equal to $15,000.00. Said amount shall not bear interest and be in the
form of an irrevocable Letter of Credit (in a form reasonably satisfactory to
Sublandlord). Within thirty (30) days after the expiration of the term hereof,
the Sublandlord shall (provided the Subtenant is not in default under the terms
hereof) refund the security deposit to the Subtenant, less such portion thereof
as the Sublandlord shall have applied to make good any default by the Subtenant
with respect to any of the Subtenant's obligations, covenants, conditions or
agreements under this Sublease or the attached Prime Lease. In the event
Sublandlord must utilize all or any portion of Security Deposit to cure a
default on the part of Subtenant, Subtenant shall, within three (3) days of
notice by Sublandlord, replace the Security Deposit to its original amount.
13. OPTION NOT CONVEYED
Subtenant shall not have the Sublandlord's right to extend the term of
the Sublease as stated in Exhibit "E", First Amendment, of the Lease.
14. NOTICES
After Sublease commencement, all notices, demands, or requests between
Sublandlord and Subtenant shall be in writing and sent by messenger, recognized
overnight carrier or certified mail, addressed as follows:
Global Mail, Ltd.
00000 Xxxxx Xxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Attn.: Xxxxx Xxxxxx
Fuisz Technologies, Ltd.
0000 Xxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attn.: Xxxxxx Xxxxx
15. CONSENT
The effectiveness of this Sublease is conditioned upon the consent of
the Landlord. All fees and expenses payable or reimbursable to Landlord under
the Lease in connection with Landlord's review and approval of this Sublease
shall be paid by Sublandlord.
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16. ENTIRE AGREEMENT
This Agreement embodies the entire agreement of the Sublandlord and the
Subtenant with respect to the subject matter of this Agreement, and it
supersedes any prior agreements, whether written or oral, with respect to the
subject matter of this Agreement. There are no agreements or understandings
with respect to the subject matter of this Agreement which are not set forth in
this Agreement. This Agreement may be modified only by a written instrument
duly executed by the Sublandlord and the Subtenant.
17. BINDING EFFECT
The terms and provisions of this Agreement will inure to the benefit
of, and will be binding upon, the successors, assigns, personal representatives,
heirs, devisees and legatees of the Sublandlord and the Subtenant.
18. SEVERABILITY
If any term, provision, covenant or condition of this Agreement is held
by a court of competent jurisdiction to be invalid, void or unenforceable, then,
such term, provision, covenant or condition shall be interpreted so as to be
enforceable to the fullest extent permitted by law, and the remaining terms,
provisions, covenants and conditions contained herein shall not be affected
thereby.
19. HEADINGS
The headings of the sections and subsections used in this Agreement are
inserted for the convenience of reference only and are not intended to affect
the meaning or interpretation of this Agreement.
20. WAIVER
No waiver whatsoever shall be valid unless in writing and signed by the
party so waiving and then only to the extent in such writing specifically set
forth. No failure or delay on the part of any party hereto in exercising any
right, power or remedy hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right, power or remedy preclude any
other or further exercise hereunder.
21. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia.
22. SUBLANDLORD'S REPRESENTATIONS AND WARRANTIES
Sublandlord represents and warrants to Subtenant that: (a) the Lease
attached hereto is a true, correct and complete copy of the lease that exists
between Sublandlord and Landlord for the Sublease Premises, and includes all
amendments and modifications thereto; (b) the Lease is in full force and effect
in accordance with its terms; (c) neither Sublandlord nor, to Sublandlord's
knowledge, Landlord is in default under the terms of the Lease; (d) the Sublease
Premises are free and clear of any previous assignments or subleases; and (e)
Basic Rent, Additional Rent and all other sums due under the Lease have been
paid through the Sublease Commencement Date.
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IN WITNESS WHEREOF, the parties have executed this Sublease Agreement as of the
day and year first above written.
WITNESS/ATTEST SUBTENANT
FUISZ TECHNOLOGIES, LTD.
/s/ XXXXXX X. XXXX Signature: [SIG]
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Title: Executive Vice President
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WITNESS/ATTEST SUBLANDLORD
GLOBAL MAIL, LTD.
[SIG] Signature: [SIG]
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Title: President
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