Exhibit 10.07
ADDENDUM TO SUBLEASE AGREEMENT
This ADDENDUM TO SUBLEASE AGREEMENT ("Addendum") is made as of JUNE 1, 2006
by and between Xxxxxxx Laboratories, Inc., a Minnesota corporation, having its
principal office at 0000 Xxxxxxxxxx Xxx. Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxx 00000
("Sublessor") and Heartware, Inc., a Florida corporation, having its principal
office at 0000 Xxxxxxxxx Xxx, Xxxxxxx, Xxxxxxx 00000 ("Sublessee"), individually
as a "Party" and collectively as the "Parties."
1. Purpose of Addendum. The parties previously entered into a Sublease
Agreement dated June 1, 2006 ("Sublease"). The purpose of this
Addendum is to modify the Sublease to reflect new terms and conditions
to which the Parties agree relative to the subletting of the Premises
referenced in the Sublease. All other terms and conditions of the
Sublease remain in effect. Capitalized terms used herein and not
otherwise defined have the meanings given to them in the Sublease.
2. Commencement Date of Sublease. The parties agree that the Commencement
Date of the Sublease shall begin on JULY 1, 2006 rather than JUNE 1,
2006.
3. Possession of Premises. The parties agree that Sublessor will not
deliver possession of the entire Premises (approximately 14,617
rentable square feet) on July 1, 2006. Instead, the Parties agree that
Sublessor will deliver approximately 12,942 RENTABLE SQUARE FEET to
Sublessee for the Term beginning JULY 1, 2006 THROUGH DECEMBER 1, 2006
as set forth on the diagram of the Premises attached to this Addendum
as Exhibit A (the "Delivered Portion"). On December 1, 2006, or
earlier by mutual agreement of the Parties, Sublessor will deliver the
entire Premises to Sublessee per the original terms and conditions of
the Sublease. The portion of the Premises not delivered on July 1,
2006 is referred to herein as the "Retained Portion". Until the
Retained Portion is delivered to Sublessee, Sublessee grants to
Sublessor the right to use the kitchen and bathrooms in the Delivered
Portion and the corridors needed for access thereto and to the
Retained Portion (collectively, "Common Areas"). Sublessor may not
enter the Delivered Portion except for the Common Areas and as
provided under Section 18 of the Sublease and shall so advise its
employees, consultants, contractors, customers, suppliers,
representatives and agents.
4. Risk Allocations and Insurance. Until Sublessor delivers the Retained
Portion to Sublessee, (a) Sublessor shall retain all casualty and
liability risk on the Retained Portion and all liability risk with
respect to the use ("Sublessor Use") of Common Areas by Sublessor and
its employees, consultants, contractors, customers, suppliers,
representatives and agents, (b) Sublessor shall maintain liability
insurance with respect to the Retained Portion and Sublessor Use in an
amount no less than is required under the Lease with respect to the
Premises, (c) Sublessor shall maintain casualty insurances on the
Retained Portion in an amount no less that 14.5% (the approximate
pro-rata portion based on the ratio of the square footage of the
Retained Portion to the square footage of the Premises) of that
required on the whole Premises under the Lease, (d) Sublessor shall
name Sublessee as an additional insured under all the insurance
coverage referred to in clauses (b) and (c), and (e) Sublessee may
reduce the amount of casualty insurance it is required to maintain on
the Premises by the amount Sublessor maintains under clause (c).
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5. Rent Payment July 1, 2006 - December 1, 2006. Consistent with
Paragraph 3 above, the total Rent due to Sublessor by Sublessee from
July 1, 2006 to December 1, 2006 shall be reduced to $12,000 PER MONTH
plus applicable sales tax. Beginning on December 1, 2006, Sublessee
will pay Base Rent and Additional Rent as set forth in Section 2,
"Rent" of the original Sublease.
IN WITNESS WHEREOF, the parties have hereto executed this Addendum on the date
referenced above.
SUBLESSOR (XXXXXXX LABORATORIES, INC.):
/s/ Xxxxx X. Xxxxxx
-------------------------------------
BY: XXXXX X. XXXXXX, VICE PRESIDENT
OF FINANCE
SUBLESSEE (HEARTWARE, INC.):
BY: /s/ Xxxxx XxXxxxxx
---------------------------------
TITLE: Chief Financial Officer
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