SUBLEASE AGREEMENT
Exhibit 10.43
THIS
SUBLEASE AGREEMENT made and entered into this 1st day of April, 2009, by and
between BIOWA, INC.,
having a principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter referred to as “Company”)
and DOR BioPHARMA, Inc.,
having a principal place of business at 000 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxx,
Xxx Xxxxxx 00000 (hereinafter referred to as “Sublessee”);
WHEREAS,
Company desires to sublet the Premises, as hereinafter defined, and Sublessee
agrees to accept a sublease thereof.
NOW
THEREFORE, it is mutually agreed as follows:
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1.
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DEMISE
OF PREMISES
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1.1. In
consideration of the rent and other sums to be paid by Sublessee, and of the
other terms, covenants and conditions on Sublessee's part to be kept and
performed, Company hereby subleases to Sublessee, and Sublessee hereby takes and
hires from Company the
Premises described 00 Xxxxxx Xxxxx, Xxxx Xxxxxxx Township, Xxxxxx County, New
Jersey, and further identified on the official tax map of West Windsor Township
as Xxx 0, Xxxxx 0.00, Xxxxx X-00, said premises being approximately 5,250
rentable square feet (herein referred to as the “Premises”).
Company is possessed of the Premises pursuant to a Lease from Xxxxxxx Properties
Partners, L.P., as successor in interest to COMMERCE CENTER AT PRINCETON, LLC
(hereinafter collectively referred to as the Prime Lessor) to Company, the current Lessee,
dated August 15 2006 (hereinafter referred to as the Prime Lease), attached
hereto and incorporated herein by reference as EXHIBIT A.
1.2 This
Sublease is contingent upon the Company obtaining written approval of this
Sublease from the Prime Lessor. In the event the Company fails to
obtain same prior to April 15, 2009, Sublessee may terminate this Sublease upon
delivery of written notice to Company and upon such termination Company shall
promptly refund the Rent (as defined herein) and Security Deposit (as defined
herein) to Sublessee.
2. TERM
AND EXTENSIONS OF TERM
2.1. The
primary term of this Sublease will commence on the later of April 1, 2009 or the
day that Sublessee receives written approval of this Sublease Agreement from
Prime Lessor (hereinafter referred to as the Commencement Date) to March 31,
2012 (hereinafter referred to as the Term).
2.2. Notwithstanding
anything herein to the contrary, in no event shall the Term of this Sublease
extend beyond the term of the Prime Lease.
3. TITLE
AND CONDITIONS PRECEDENT
3.1. The
Premises are demised and sublet subject to (a) the existing state of title to
the Premises as of the date hereof; (b) any state of facts which an accurate
survey or physical inspection of the Premises might show; and (c) all zoning
regulations, restrictions and other laws and regulations now in effect or
hereafter adopted by any governmental authority having jurisdiction over the
Premises. The buildings, structures and other improvements comprising a part of
the Premises are subleased subject to their condition as of the date hereof,
and, except as otherwise provided in this Sublease Agreement, Company does not
make any representation or warranty, either express or implied, as to the
condition of the Premises or as to the adequacy or suitability of the Premises
for the purposes or needs of Sublessee. The Company shall have
fifteen (15) days from the date that Sublessee notifies Company that (a) all
Conditions Precedent have been satisfied or waived pursuant to Section 3.3
herein, and (b) Sublessee requests vacant possession of the Premises, within
which (i) the Company may remove any equipment on the Premises belonging to the
Company and (ii) the Company shall deliver vacant possession of the Premises to
Tenant. Company hereby agrees to repair any damage to the Premises by
so removing said equipment. Any remaining equipment and/or furniture
situated on the Premises belonging to Company shall be turned over to Sublessee
upon delivery of vacant possession of Premises to
Sublessee. Notwithstanding the foregoing, it is the
understanding of both the Company and Sublessee that, at a minimum, the
equipment and/or furniture as outlined in EXHIBIT B shall remain on the
Premises for use by the Sublessee for the duration of the sublease Term, and
shall be returned to Company at the end of the sublease Term in the same
condition as at the beginning of the sublease Term, reasonable wear and tear
excepted and damage caused by casualty (to the extent Company receives proceeds
of insurance proceeds) or Company excepted.
3.2. Except
as provided to the contrary in this Sublease Agreement, the Prime Lease and for
Company’s obligation to provide for repairs and maintenance to HVAC, plumbing
and electrical systems and equipment, and except for maintenance or repairs
needed due to Sublessor’s actions, Sublessee agrees that Company shall have no
further responsibility or obligation for expenses with respect to the care,
maintenance or operation and conduct of business on the Premises regardless of
the nature of the expense.
3.3. Sublessee
proposes to use the premises for general office use.
3.4 Sublessee
warrants and represents to Company that Sublessee has examined the
condition of the Premises prior to the execution and delivery of this Sublease
and has found same to be satisfactory for all Sublessee's purposes and accepts
same in "as is" condition, with the exception of damages caused by the moving of
Company’s Property from the premises, which shall be promptly
repaired to its original form.
4. USE
OF PREMISES
4.1. The
Premises shall be used and occupied by the Sublessee for the Permitted Use
defined in the Prime Lease, general office purposes, as amended and for no other
purpose.
5. RENT
5.1. Sublessee
agrees to pay and Company agrees to accept, in equal monthly installments, in
advance, on the 1st day of each and every calendar month during said term, or at
such other time and date as directed by the terms of the Prime Lease, base rent
(“Rent”) as follows:
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a.
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From
April 1, 2009 to October 31, 2009 (eighteen (18) months) at the rate of
$17.00 s.f. the sum of $133,875.00 or $7,437.50 per
month;
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b.
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From
November 1, 2009 to March 31, 2012 (eighteen (18) months at the rate of
$17.50 s.f. the sum of $137,812.50 or $7,656.25 per
month;
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c.
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Total
rent for
term: $271,687.50;
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5.2. All
rental payments due from Sublessee under this Article 5 shall be prorated on the
basis of the number of days or months of such calendar month or fiscal year, if
less than the whole, during which Sublessee subleases the subject premises from
and after the Commencement Date as defined below. The provisions of this Section
5.2. shall survive the expiration of this Sublease.
5.3. Rent
shall be due and payable beginning April 1, 2009.
5.4. Except
as expressly provided in this Article 5 and for Utilities and cleaning of the
Premises, as further described in Article 7 herein, Sublessee shall not be
responsible for the payment of any other portion of “Rent”, “Additional Rent” or
“Operating Expenses” which are the responsibility of the Company under and
defined in the Prime Lease, such expenses and charges are the responsibility of
and shall be timely paid by the Company to Prime Lessor.
6. ACCEPTANCE
OF PAYMENTS BY COMPANY
6.1 No
payment by Sublessee, or acceptance by Company, of a lesser amount than shall be
due from Sublessee to Company shall be treated otherwise than as a payment on
account. The acceptance by Company of a check for a lesser amount with an
endorsement or statement thereon, or upon any letter accompanying such check
that such lesser amount shall constitute payment in full, shall be given no
effect and Company may accept such payment without prejudice to any other rights
or remedies which Company may have against Sublessee. Any payment, however
designated, may be accepted by Company and applied against any part of
Sublessee's then existing and then due Rent or other obligations owed
Company.
7. UTILITIES
AND COMMON MAINTENANCE CHARGES
7.1. Sublessee
shall contract directly, and pay promptly when due, directly to the appropriate
utility company, for all utilities (hereinafter collectively referred to as the
“Utilities”) used or consumed in or at the Premises.
7.2. Sublessee
shall be responsible for any services associated with general cleaning of the
Premises.
8. SECURITY
DEPOSIT
8.1 Sublessee
has delivered to Company a Security Deposit of Twenty-Nine Thousand Seven
Hundred Fifty ($29,750.00) Dollars representing four (4) months rent at
$7,437.50 per month as set forth in Section 5.1 herein. Upon the
Commencement of the Term of this Sublease Agreement, Company shall hold said
Security Deposit for the duration of the Term of this Sublease. The
Security Deposit shall be held by the Company as security for the full and
faithful performance by Sublessee of all the Sublessee's terms, covenants and
conditions of this Sublease Agreement, which Deposit shall be returned to
Sublessee upon the expiration of this Sublease Agreement, provided Sublessee has
faithfully performed all of the Sublessee's terms, covenants and conditions set
forth in this Sublease Agreement and the Prime Lease. The Security
Deposit shall be transferable to the benefit of any successor or assignee of
Sublessee or the Company. In the event of Sublessee's default or
failure to perform the terms, covenants or conditions of this Sublease Agreement
or Prime Lease, the Company may draw upon the Security Deposit to recover any
costs, liabilities or other amounts due and owing by the
Sublessee. In the event Company draws upon the Security Deposit for
any such purpose, Sublessee shall replenish the full amount of the Security
Deposit within ten (10) days of Sublessee’s receipt of written notice from
Company. The Security Deposit shall be segregated from Company funds
in a separate interest bearing account and Sublessee and Company shall split the
interest 50/50 at the end of the term. Within thirty (30) days from
the end of the Term, any amount of the security deposit not used to pay sums due
and owing by Sublessee or used to make necessary repairs to the leased
premises, should be returned to the Sublessee.
9. INSURANCE
ON PREMISES
9.1 During
the term of this Sublease, Sublessee shall provide and maintain at Sublessee's
sole expense:
a. General
public liability insurance against claims for bodily injury, death or property
damage occurring on, in or about the Premises, and the adjoining streets,
sidewalks and passageways, with primary limits of not less than FIVE HUNDRED
THOUSAND DOLLARS ($500,000.00) with respect to bodily injury or death to any one
person, not less than ONE MILLION DOLLARS ($1,000,000.00) with respect to any
one accident, and not less than TWO HUNDRED THOUSAND DOLLARS ($200,000.00) with
respect to property, damage, with combined limits a d excess
(umbrella) liability of not less than ONE MILLION DOLLARS ($1,000,000.00) with
respect to any one accident; and
b. Workmen's
compensation insurance or comparable insurance under applicable laws covering
all persons employed in connection with any work done on or about the Premises
with respect to which claims for death or bodily injury could be asserted
against the Prime Lessor, Company, Sublessee or the Premises; and
c. Such
other insurance upon or with respect to the Premises or the operation thereof in
such amounts and against such other insurable hazards as are at the time
commonly obtained in the case of property similar to the Premises;
and
d. In
the event and to the extent that the Prime Lease shall require any insurance
coverage not hereinbefore described and/or insurance coverage in limits higher
than those hereinbefore described, Sublessee, at Sublessee's sole cost and
expense, shall keep and maintain in force during and with respect to the Term of
this Sublease all such insurance (both as to types of coverage and limits) as
may be required under the Prime Lease.
9.2. All
such insurance shall be written by companies of recognized financial standing
which are authorized to do insurance business in the state in which the Premises
are located, and such insurance shall name as the insured parties Company,
Sublessee and the Prime Lessor (as their respective interests may appear).
Company shall not be required to prosecute any claim against or to contest any
settlement proposed by, any insurer; provided, that Sublessee may, at its
expense, prosecute any such claim or contest any such settlement, and in such
event Sublessee may bring such prosecution or contest in the name of Sublessee,
and Company will join therein at Sublessee's expense and written request upon
the receipt by Company of an indemnity from Sublessee in form and substance
satisfactory to Company against any and all costs, liabilities and expenses in
connection with such prosecution or contest.
9.3. In
the event any damage to or destruction of the Premises shall occur, the
provisions of the Prime Lease with respect to damage or destruction shall apply.
In the event the Prime Lease is silent in this respect, then insurance claims by
reason of damage to or destruction of any portion of the Premises, shall be
adjusted by Sublessee at the election of Company, but Company shall, at its
expense, have the right to join with Sublessee in adjusting any such loss. The
entire amount of any proceeds paid pursuant to a claim shall be payable to
Company. The entire amount of any proceeds paid to Company shall be delivered to
Sublessee from time to time as the work of rebuilding, replacing and repairing
the damage or destruction progresses and evidence is furnished by Sublessee of
such rebuilding, replacement and repair of an amount at least equal to the
proceeds to be paid to Sublessee. If any proceeds of such insurance remain after
final payment has been made to Sublessee for such rebuilding, replacement and
repair, such remaining proceeds shall be retained by Company.
9.4. Every
policy required by this Section 11 shall contain an agreement by the insurer
that it will not cancel or modify such policy except after sixty (60) days'
prior written notice sent by registered mail to Company, and that any loss
otherwise payable thereunder shall be payable notwithstanding any change in
title or other ownership of the Premises. Sublessee shall submit to Company a
letter or binder for all the insurance coverage required hereunder at the time
it executes this Sublease and shall submit to Company copies of insurance
policies or certificates of insurance demonstrating Sublessee's full performance
of its insurance obligations under this Sublease, together with proof of premium
payment, within thirty (30) days following the execution of this Sublease or as
soon as reasonably possible if such thirty day time period cannot be achieved.
Thereafter, Sublessee shall submit to Company copies of renewal policies or
renewal certificates with proof of premium payment at least fifteen (15) days
before the expiration of such policies. Company's receipt of information whether
or not evidence of coverage, shall not affect the respective rights and duties
of Company and Sublessee as they are stated herein.
10. INDEMNIFICATION
10.1. Except
in the event of Company’s negligence or willful misconduct, Sublessee agrees to
pay, and to protect, indemnify and save harmless Company from and against any
and all liabilities, losses, damages, costs, expenses (including, without
implied limitation, all reasonable attorneys' fees and expenses of Company),
causes of action, suits, claims, demands or judgments of any nature whatsoever,
arising from (a) any injury to, or the death of, any persons or any damage to
property on the Premises or upon adjoining sidewalks, streets, or ways, or in
any manner growing out of or connected with the use, condition or occupation of
the Premises or any part thereof by Sublessee, or resulting from the condition
thereof caused by Sublessee or of adjoining sidewalks; and (b) violation by
Sublessee of any term or provision of this Sublease; (c) violation by Sublessee
of any term or provision of the Prime Lease made applicable to Sublessee
pursuant to this Sublease Agreement; and (d) violation by Sublessee of any
contract or agreement to which Sublessee is a party; and (e) violation by
Sublessee of any restriction, statute, law, ordinance or regulation, affecting
the Premises or any part thereof or the ownership, occupancy or use thereof. The
obligations of Sublessee under this Section 10 relating to events occurring
during the term of this Sublease shall survive the expiration or other
termination of this Sublease.
10.2 Except
in the event of Sublessee’s negligence or willful misconduct, Company agrees to
pay, and to protect, indemnify and save harmless Sublessee from and against any
and all liabilities, losses, Damages, costs, expenses (including without implied
limitation, all reasonable attorneys’ fees and expenses of Sublessee), causes of
action, suits, claims, demands or judgments of any nature whatsoever, arising
from (a) any injury to, or death of any persons or any damage to property on the
Premises or upon adjoining sidewalks, streets , or ways, resulting from a
condition caused by Company; (b) violation by Company of any term or provision
of this Sublease Agreement; or (c) violation by Company of any term or provision
of the Prime Lease which is applicable to Company.
11. MAINTENANCE
11.1. Except
as otherwise provided herein, Sublessee shall at all times maintain the Premises
in the condition as set forth in the Prime Lease.
12. ALTERATIONS
AND/OR REMODELS
12.1. Sublessee
shall have the right to make alterations or additions to the Premises as set
forth in the Prime Lease, pending approval from Prime Lessor as provided in the
Prime Lease.
13. CONDEMNATION
13.1. In
the event of any condemnation involving the Premises, the provisions of the
Prime Lease shall govern.
14. DUTIES
AND RIGHTS UNDER PRIME LEASE
14.1. Sublessee
shall not do or allow to be done any act or omission, on its part or on the part
of any of its officers, directors, agents, servants or employees which would
adversely affect Company's rights, privileges, powers and immunities under the
Prime Lease or which would be contrary to the requirements of the Prime Lease.
Any and all rights held by Prime Lessor under the Prime Lease shall be deemed to
be held by and to enure to the benefit of Company for purposes of this Sublease,
and Company may exercise any or all such rights as if Company were the Prime
Lessor.
15. ASSIGNMENT
AND SUBLETTING
15.1. Upon
satisfaction of the conditions stated in the Prime Lease, Sublessee shall have
the right from time to time without consent of Company to sublet, assign or
transfer any interest in all or any part of the Premises to a parent,
subsidiary, or affiliate or franchisee of Sublessee or franchisee of Sublessee's
parent, subsidiary or affiliate or to a corporation resulting from consolidation
or merger or in connection with the sale or substantially all of the assets of
Sublessee including this Sublease, provided that Sublessee is current in all
obligations under the Prime Lease. Subject to the terms and
conditions of the Prime Lease, Sublessee shall have the right to enter into any
other assignment, sub-sublease, or transfer of Sublessee's interest in all or
any part of the Premises with Company's prior written consent, which consent
shall not be unreasonably withheld. No assignment, sub-sublease, or transfer
made shall affect or reduce any of the obligations of Sublessee hereunder, and
all such obligations shall continue in full effect.
16. REMOVAL
OF SUBLESSEE'S PROPERTY
16.1. On
or before the last day of this Sublease, Sublessee may remove from the Premises
all furniture, trade fixtures, equipment and other property belonging to
Sublessee (hereinafter referred to as Sublessee's Property). Any
damage to the Premises caused by such removal of Sublessee's Property shall be
repaired to the Company's reasonable satisfaction; in no event shall Sublessee's
Property which has become permanently affixed to the Premises be
removed.
16.2. At
the termination of this Sublease, Sublessee shall remove Sublessee's Property
from the Premises. If Sublessee has not removed Sublessee's Property,
Company may, solely as its option, either (a) retain Sublessee's Property at its
own without liability therefor and without compensating Sublessee therefor; or
(b) remove Sublessee's Property from the Premises, the costs and expense for
such to be for Sublessee's account, which shall be paid in full by Sublessee
immediately upon demand by Company, offset against the Security Deposit, or
both, to the extent necessary to fully pay said costs and expense. If this
Sublease is terminated by reason of default by Sublessee, then Company shall
have the option with respect to Sublessee's Property as set forth in the
immediately preceding sentence.
17. ACCESS
TO PREMISES
17.1. Company,
its agents, servants and employees may enter the Premises upon reasonable notice
to Sublessee, which may be oral, for the purpose of inspecting the Premises or
for the purpose of exercising Company's rights and remedies under this Sublease
or under law provided Company does not interfere with Sublessee’s use and
enjoyment of the Premises.
17.2. Any
access to the Premises by Company shall be during normal business hours (except
in case of emergency) and Company shall use its best efforts not to interfere
with Sublessee's business.
18. DEFAULT,
TERMINATION AND REMEDIES OF SUBLESSOR.
18.1. Sublessee
shall be in default of this Sublease if at any time there shall occur any of the
events of default defined in the Prime Lease provided such event of default was
caused by the action or inaction of the Sublessee, or if Sublease shall fail to
perform any of the covenants, conditions or obligations of this Sublease and
such failure continues for ten (10) days after Sublessee receives written notice
of such default for monetary obligations and thirty (30) days after Sublessee
receives written notice of such default for all other
obligations. However, if said default shall be of such a
nature that it cannot reasonably be cured or remedied within said 30-day period, same shall not be deemed a
default if Sublessee shall have commenced in good faith the curing or remedying
of such default within such 30 day period and shall thereafter
continuously and diligently proceed therewith to completion.
In the event any such default, Company shall be entitled to the same remedies as
Prime Lessor under the Prime Lease.
19. SURRENDER
OF POSSESSION BY SUBLESSEE
19.1. Upon
either the expiration of the term of the Prime Lease, or upon the earlier
termination of this Sublease, at any time and for any reason, Sublessee promptly
and peaceably shall surrender to the Company the Premises, in the same condition
as at the Commencement Date, ordinary wear and tear and damage by casualty (to
the extent Company receives proceeds of insurance proceeds)
excepted.
20. COMPANY'S
WAIVER
20.1. Company's
failure at any time or from time to time to require strict compliance by
Sublessee with this Sublease shall neither waive nor prejudice Company's
continued right to insist upon the due and timely performance of this Sublease
and to avail itself of all remedies provided by law or by this
Sublease.
21. GOVERNING
LAW
21.1. The
law applicable to the performance of this Sublease shall be the Law of the State
of New Jersey.
22. RECORDING
OF NOTICE
22.1. The
Sublessee shall not record this Sublessee.
23. REPRESENTATIONS AND WARRANTIES OF THE
COMPANY
23.1 The
Company is not in default under the Prime Lease and all sums due and owing the
Prime Lessor have been paid;
23.2. There
is no continuing uncured event of default by the landlord under the Prime
Lease;
23.3. The
Company shall timely pay all sums due and owing to the Prime Lessor under the
Prime Lease throughout the term of the Sublease; and
23.4. That
the Company owns the personal property it is leasing to the Sublessee and that
such personal property is free of liens and claims by other
parties.
24. SUBLESSEE'S
INSPECTION
24.1. Sublessee
warrants and covenants that Sublessee has made all necessary or desirable
examinations, inspections and inquiries regarding the Premises and has consulted
with such professional advisors as Sublessee deems necessary or desirable to
satisfy Sublessee at Sublessee's discretion and on Sublessee's own initiative,
that the Premises are acceptable to Sublessee, that this Sublease is lawful in
substance and in form, and that Sublessee is financially prepared to assume any
and all risks and obligations of any kind that may be involved in becoming
Sublessee. EXCEPT AS OTHEREWISE PROVIDED HEREIN, SUBLESSEE HEREBY ACCEPTS THE
PREMISES AS IS WITH NO REPRESENTATION OR WARRANTY OF COMPANY AS TO THE CONDITION
THEREOF, PURSUANT TO SUBLESSEE’S WALK-THROUGH. The Company warrants
that the security system is in good working order prior to Sublessee’s
walk-through.
25. NO
OTHER ASSURANCES
25.1. Sublessee
makes this Sublease in reliance upon its provisions and upon the provisions of
the Prime Lease, including any amendments, supplements and extensions, and not
in reliance upon any alleged assurances, representations and warranties made by
Company, its officers, directors, agents, servants or employees.
26. BROKERS
26.1. The
Company shall pay for all real estate brokerage commissions in connection with
this transaction and indemnify and hold Sublessee harmless from any claims of
brokers or other parties claiming a commission or compensation in connection
with this Sublease Agreement.
27. NOTICES
27.1. Where
this Sublease requires notices to be given, except where it expressly provides
to the contrary, all such notices shall be in writing and (except for those that
are delivered by hand) shall be deemed given the next day when mailed by
certified mail, postage prepaid or sent by nationally recognized overnight
courier (such as Federal Express or UPS) with a delivery receipt, or when sent
by telefax or telegram, addressed to the party entitled to receive the notice at
his or its address stated below, or at such other address as the party to
receive the notice last may have designated for such purpose by notice given to
the other party. Any notice given by telefax or telegraph shall be confirmed by
certified mail.
COMPANY
BioWa,
Inc.
Xxxxx
000
000
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
Attn: President
and CEO
SUBLESSEE
DOR
BioPharma, Inc.
000 Xxxx
Xxxxxx Xxxx
Xxxxx, XX 00000
Attn:
President and CEO
28. MISCELLANEOUS
28.1. When
the sense so requires, words of any gender used in this Sublease shall be held
to include any other gender and words in the singular shall be held to include
the plural. Sublessee shall include the heirs, executors,
administrators and personal representatives of any individual Sublessee as well
as Sublessee's assigns (subject to Company's prior written consent) and the
successor of any incorporated Sublessee unless the context precludes such
construction. The captions or headings of particular paragraphs or parts of this
Sublease are inserted for convenience only and shall not affect the meaning of
this Sublease as a whole, or any paragraph or any part of it.
28.2. No
alleged modifications, termination or waiver of this Sublease shall be binding
unless it is set out in writing and signed by the party against whom or which it
is sought to be enforced. Any document or writing to be binding on Company,
whether this Sublease or any amendment, supplement or extension, must be signed
by both Sublessee and Company, the latter acting through its President or a Vice
President.
28.3. If
any term or provision of this Sublease or the application hereof to any person
or circumstance shall, to any extent, be invalid or unenforceable, the remainder
of this Sublease shall not be affected thereby, nor shall the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable be affected thereby.
29. SOLE
UNDERSTANDING OF PARTIES
29.1. This
Sublease contains the entire understanding between the parties with respect to
its subject matter, the Premises, and all aspects of the relationship between
Sublessee and Company.
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30.
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DEFAULTS
BY COMPANY
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30.1. If
Company should be in default in the performance of any of its obligations under
this Sublease, or the Prime Lease, which default continues for a period of more
than fifteen (15) days after receipt of written from Sublessee for a monetary
default and thirty (30) days after receipt of written notice from Sublessee for
a non-monetary default which notice specifies such default, or in the
case of a non-monetary default if such default is of a nature to require more
than thirty (30) days for remedy and continues beyond the time reasonably
necessary to cure (and Company has not undertaken procedures to cure the default
within such thirty (30) day period and diligently pursued such efforts to
complete such cure), Sublessee may, in addition to any other remedy available at
law or in equity at its option, upon written notice, incur any reasonable
expense necessary to perform the obligation of Company specified in such notice
and deduct such expense from the Rent or other charges next becoming
due. Notwithstanding the foregoing, if Sublessee’s possession of the
Premises is threatened due to the Prime Lessor filing an eviction or similar
proceeding against the Company or similar proceeding and the filing of such
proceeding was not caused by the Sublessee’s default under this Sublease
Agreement, then Sublessee may, in addition to any other remedy available to it
at law or in equity, terminate this Sublease Agreement upon delivering written
notice to Company.
IN
WITNESS WHEREOF, Company and Sublessee have caused this Agreement to be executed
as of the day and year first above written.
COMPANY:
BioWa,
Inc.
By:/s/ Xxxxxxxxx Xxxxx
Xxxxxxxxx
Xxxxx, Ph.D.
President
and CEO
Witness: _________________________
Name: __________________________
SUBLESSEE:
DOR
BioPHARMA, INC.
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By:
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Xxxxxxxxxxx
X. Xxxxxxx
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Xxxxxxxxxxx
X. Xxxxxxx, Ph.D.
President
and CEO
Witness: _________________________
Name: __________________________
EXHIBIT
A
Exhibit
B
OFFICE
INVENTORY - 00 Xxxxxx Xxxxx, Xxxxxxxxx, XX
A. All
window blinds will remain in every room and they are all in good working
order
B. The
Ultra-Pur xxxxxx filtration system will remain if the subleesee would like
to pick up the cost. I will provide this info this
afternoon.
C. Keys
will be provided wherever possible.
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Furniture
Staying
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Leaving
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Office
1
L-Shaped
Desk w/ left return
2
Draw lateral file cabinet with top
Open
Hutch (2 shelves)
1
Chair for Guest
Waste
Basket
Standard
Chair
Corkboard
on wall
|
Office
1
Leather
Chair - will be replaced with a Standard desk chair as specified in
Furniture Staying
Heater
Computer
Equipment:
-
Speakers
-
Monitor
-
Printer
|
|
Office
2
L-Shaped
Desk w/ left return
Bookcase
w/ 3 Shelves
2
Chairs for Guest
Whiteboard
on wall
Waste
Basket
Standard
Chair
Corkboard
on wall
|
Office
2
Leather
Chair - will be replaced with a Standard desk chair as specified in
Furniture Staying
Computer
Equipment:
-
Speakers
-
Monitor
-
Printer
|
|
Office
3
U-Shaped
Desk w/ right return and
Top
hutch (4 doors)
3
Shelf Bookcase
2
Chairs for Guest
1
Standard Chair
Waste
Basket
Corkboard
on wall
|
Office
3
Computer
Equipment:
-
Speakers
-
Monitor
-
Printer
|
|
Office
4
L-Shaped
Desk w/ left return and
keyboard
holder
4
Shelf Bookcase
1
Chair for Guest
Waste
Basket
Corkboard
on wall
|
Office
4
Computer
Equipment:
-
Speakers
-
Monitor
-
Printer
|
|
CEO
- Office 5
2
Desks
2
Chairs
2
Drawer lateral file cabinet
Full
Coat Closet
Full
Closet
|
CEO
- Office 5
Computer
Equipment:
-
Speakers
-
Monitor
-
Printer
No
corkboard
|
|
Copy
Station
4
Draw off white cabinet
Floor
Mat
Chair
2
File Cabinets outside the area
1
3-Draw grey cabinet on wheels
Waste
Basket
|
Copy
Station
Copier
No
corkboard
|
|
Office
6
L-Shaped
Desk w/left return
2
Chairs for Guest
2
Shelf top hutch w/2 draw lateral
cabinet
Waste
basket
1
Standard Chair
|
Office
6
Computer
Equipment:
-
Speakers
-
Monitor
-
Printer
No
corkboard
|
|
Office
7
L-Shaped
Desk w/right return
2
Shelf top hutch w/2 draw lateral
Cabinet
Waste
basket
3
Chairs outside Office 7
|
Office
7
Computer
Equipment
-
Speakers
-
Monitor
-
Printer
No
corkboard
|
|
Office
8
L-Shaped
Desk w/right return
Credenza/Bookcase
- 5 Shelf
3
Chairs for Guest
2
Drawer off white file cabinet
Corkboard
on wall
|
Office
8
Computer
Equipment
-
Speakers
-
Monitor
-
Printer
|
|
Office
9
L-Shaped
Desk w/left return
2
5-Shelf bookcases
1
Guest Chair
Corkboard
on wall
2
Door cabinet
|
Office
9
Computer
Equipment
-
Speakers
-
Monitor
-
Printer
|
|
Server
Room
2
Chairs
Circuit
Panels
|
Server
Room
All
computer equipment
Safe
Server
Equipment
|
|
Office
10 - Server Room Office
2
Draw grey cabinet with no top
2
Desks
3
Chairs
|
Office
10 - Server Room Office
Computer
Equipment
-
Speakers
-
Monitor
-
Printer
|
|
Office
11
L-Shaped
Desk w/right return
2
Chairs for Guest
5
Shelf bookcase
Cart
Waste
Basket
Corkboard
on wall
|
Office
11
Computer
Equipment
-
Speakers
-
Monitor
-
Printer
|
|
Office
12
L-Shaped
Desk w/right return
2
Chairs
2
Waste baskets
2
Corkboards on wall
|
Office
12
Computer
Equipment
-
Speakers
-
Monitor
-
Printer
|
|
Closet
#1
Hangers
|
Closet
#1
|
|
Closet
#2
|
Closet
#2
Cleaning
Stuff
|
|
Large
Conference Room
Table
(approx. 3’x8’)
4
Door Credenza
8
Chairs
3
Informal Chairs
Whiteboard
w/ Printer
Drop-down
Screen
|
Large
Conference Room
Speakers
|
|
Small
Conference Room
Table
(approx. 2-1/2’ x 6’)
4
Door Credenza
6
Chairs
Rectangular
Table
Whiteboard
w/ Printer
Round
Table
2
3-Drawer Cabinets outside
Conference
Room #2
|
Small
Conference Room
|
|
Kitchen
Table
4
Chairs
Corkboard
on wall
Clock
Microwave
Keurig
Premium Single Coffee Maker
Fire
Extinguisher
Waste
Basket
|
Kitchen
|
|
3
Work Stations
3
L-Shaped Desks
2
Wall cabinets (1 on each wall)
3
Chairs
Whiteboard
on wall
Sonitrol
Security System on 1 off hiwte cart on wheels, with (1) Monitor (monitor
on wall)
|
3
Work Stations
Computer
Equipment
-
Speakers
-
Monitor
-
Printer
Color
Scanner
|
|
Reception
Area
L-Shaped
Desk w/bar top and keyboard holder
Chair
2
End Tables
2
Chairs
1
Fire Extinguisher on wall
Sonitrol
Security System with (1) Monitor
|
Reception
Area
Computer
Equipment
-
Speakers
-
Monitor
-
Printer
|
|
Storage/File
Area (next to kitchen)
4
Grey Metal Shelves (3 w/7 shelves and 1 w/6 shelves)
|
Storage/File
Area
Footstand
|
|
Middle
Wall
Mail
Slots Off white Cabinet
Library
Stand w/5 draws
2
5-Drawer off white File Cabinets
1
2-Drawer off white File Cabinets
|
Middle
Wall
|
|
2
Black 5-Drawer File Cabinets
1
Tall Cabinet w/6 shelves
1
4-Drawer Short off white File Cabinet
|
