Sublease
Exhibit
10.15
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1.
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PARTIES.
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This
Sublease, dated May 31, 2006 is made between MJ Research Company,
Inc.
(Sublessor"), and Hana Biosciences, Inc.
("Sublessee").
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2.
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MASTER
LEASE.
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Sublessor
is the lessee under a written lease dated November 3, 1999 wherein Mountain
Cove
Tech Center LLC ("Lessor) leased to Sublessor the real property located in
the
City of South San Francisco, County of San Mateo, State of
California, described as7000 Shoreline Court. ("Master Premises"). Said lease
has been amended by
the
following amendments: see Amendment to Lease dated October 1, 2004, by and
between Mountain Cove Tech. Center LLC and MJ Research Incorporated; said
lease
and amendments are herein collectively referred to as the "Master Lease"
and are
attached hereto as Exhibit "A."
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3.
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PREMISES.
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Sublessor
hereby subleases to Sublessee on the terms and conditions set forth in this
Sublease the following portion of the Master Premises ("Premises"): a
portion
of the third floor of 0000 Xxxxxxxxx Xxxxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx
00000, consisting
of 18,788 square feet,
and
shown in more detail on Exhibit A, attached hereto and incorporated herein
by
this reference.
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4.
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WARRANTY
BY SUBLESSOR.
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Sublessor
warrants and represents to Sublessee that the Master Lease has not been amended
or modified except as expressly set forth herein;
that
Sublessor is not now, and as of the commencement of the Term hereof will not
be,
in default or breach of any of the provisions of the Master Lease;
that
Sublessor has no knowledge of any claim by Lessor that Sublessor is in default
or breach of any of the provisions of the Master Lease.
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5.
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TERM.
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The
Term
of this Sublease shall commence on the
later
to occur of: (i) the date that Sublessor delivers possession of the Premises
to
Sublessee together with Lessor’s consent to this Sublease; or (ii) June 1, 2006
("Commencement Date") and this Sublease shall terminate thirty-six
months after June 1, 2006 (“Termination Date"), unless otherwise sooner
terminated in accordance with the provisions of this Sublease. In the event
the
Term commences on a date other than June
1,
2006,
Sublessor and Sublessee shall execute a memorandum setting forth the actual
date
of commencement of the Term. Possession
of the Premises ("Possession") shall be delivered to Sublessee upon
full
execution of, and consent to this Sublease.
If for
any reason Sublessor does not deliver Possession to Sublessee before
June 1, 2006,
Sublessor shall not be subject to any liability for such failure, the
Termination Date shall not be extended by the delay, and the validity of this
Sublease shall not be impaired.
Notwithstanding the foregoing, if Sublessor has not delivered Possession to
Sublessee within thirty (30) days after June
1,
2006,
then at
any time thereafter and before delivery of Possession, Sublessee may give
written notice to Sublessor of Sublessee's intention to cancel this Sublease.
Said notice shall set forth an effective date for such cancellation which shall
be at least ten (10) days after delivery of said notice to Sublessor. If
Sublessor delivers Possession to Sublessee on or before such effective date,
this Sublease shall remain in full force and effect. If Sublessor fails to
deliver Possession to Sublessee on or before such effective date, this Sublease
shall be cancelled, in which case this Sublease shall thereafter be of no
further force or effect, and Sublessor shall have no further liability to
Sublessee on account of such delay or cancellation.
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6.
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RENT.
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6.1 Minimum
Rent. Commencing
on the Commencement Date, Sublessee
shall pay to Sublessor as minimum rent, without deduction, setoff, notice,
or
demand, at such place as Sublessor shall designate from time to time by notice
to Sublessee, the sum of $2.50
Fully Serviced per square foot per month for months 1-12; $2.60 Fully Serviced
per square foot per month for months 13 -24; and $2.70 Fully Serviced per square
foot per month for months 25-36 (or the sum of Forty Six Thousand Nine Hundred
Seventy Dollars; Forty -Eight Thousand Eight Hundred Forty Eight Dollars and
Eighty Cents and Fifty Thousand Seven Hundred Twenty Seven Dollars and Sixty
Cents, respectively ($46,970.00; $48,848.80 & $50,727.60, respectively)) per
month, in advance on the first day of each month of the Term. Sublessee
shall pay to Sublessor upon execution of this Sublease the sum of Forty-Six
Thousand Nine Hundred Seventy Dollars ($46,970.00) as rent for the first month
of the lease term;
provided, that if the Term begins on a day after the first day of the first
month, rent for the first month shall be prorated on a per diem basis. If the
Term ends on a day other than the last day of a month, the rent for the partial
month shall be prorated on a per diem basis. Additional provisions:
6.2
Operating Costs. See Amendment to Sublease Agreement
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7.
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SECURITY
DEPOSIT.
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Sublessee
shall deposit with Sublessor upon execution of this Sublease the sum of One
Hundred Twenty Five Thousand Dollars ($125,000.00) as security for Sublessee’s
faithful performance of Sublessee’s obligations hereunder ("Security Deposit").
If Sublessee falls to pay rent or other charges when due under this Sublease,
or
fails to perform any of its other obligations hereunder, Sublessor may use
or
apply all or any portion of the Security Deposit for the payment of any rent
or
other amount then due hereunder and unpaid, for the payment of any other sum
for
which Sublessor may become obligated by reason of Sublessee's default or breach,
or for any loss or damage sustained by Sublessor as a result of Sublessee's
default or breach. If Sublessor so uses any portion of the Security Deposit,
Sublessee shall, within ten (10) days after written demand by Sublessor, restore
the Security Deposit to the full amount originally deposited, and Sublessee's
failure to do so shall constitute a default under this Sublease. Sublessor
shall
not be required to keep the Security Deposit separate from its general accounts,
and shall have no obligation or liability for payment of interest on the
Security Deposit. In the event Sublessor assigns its interest in this Sublease,
Sublessor shall deliver to its assignee so much of the Security Deposit as
is
then held by Sublessor. Within ten (10) days after the Term has expired, or
Sublessee has vacated the Premises, or any final adjustment pursuant to
Subsection 6.2 hereof has been made, whichever shall last occur,
and
provided Sublessee is not then in default of any of its obligations
hereunder,
the
Security
Deposit, or so much thereof as had not theretofore been applied by Sublessor,
shall be returned to Sublessee or to the last assignee, if any, of Sublessee’s
interest hereunder.
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8.
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USE
OF PREMISES.
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The
Premises shall be used and occupied only for general
office
andadministrative uses
and for
no other use or purpose;
provided, however, that subject to the terms of the Master Lease, in no event
shall Sublessee be required to continuously occupy the Premises or to
continuously operate its business at the Premises,.
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9.
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ASSIGNMENT
AND SUBLETTING.
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Sublessee
shall not assign this Sublease or further sublet all or any part of the Premises
without the prior written consent of Sublessor (and the consent of Lessor,
if
such is required under the terms of the Master Lease),
which
consent from Sublessor shall not be unreasonably withheld, conditioned or
delayed.
In
no
event shall the public sale of stock in Sublessee or its parent or subsidiaries
be deemed to constitute a transfer of this Lease.
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10.
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OTHER
PROVISIONS OF SUBLEASE.
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Except
to
the extent expressly provided for in this Sublease (and any Amendments) to
the
contrary (e.g., Term, Commencement Date, size of Premises, Rent, etc.) and
only
to the extent that such terms and conditions reasonably apply to the Sublessee
and the Premises, all
applicable terms and conditions of the Master Lease are incorporated into and
made a part of this Sublease as if Sublessor were the lessor thereunder,
Sublessee the lessee thereunder, and the Premises the Master
Premises.
Sublessee
assumes and agrees to perform the lessee's obligations under the Master Lease
during the Term to the extent that such obligations are applicable to the
Premises, except that the obligation to pay rent to Lessor under the Master
Lease shall
be
considered performed by Sublessee to the extent and in the amount rent is paid
to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall
not
commit or suffer any act or omission that will violate any of the provisions
of
the Master Lease. Sublessor shall exercise due diligence in attempting to cause
Lessor to perform its obligations under the Master
Lease for the benefit of Sublessee. If the Master Lease terminates,
this
Sublease shall terminate and the parties shall be relieved of any further
liability or obligation under this Sublease, provided however, that if the
Master Lease terminates as
a
result of a default or breach by Sublessor or Sublessee under this Sublease
and/or the Master Lease, then the defaulting party shall be liable to the
nondefaulting party for the damage suffered as a result of such termination.
Notwithstanding the foregoing, if the Master Lease gives Sublessor the
right to
terminate the Master Lease
in the
event of the partial or total damage, destruction, or condemnation of the Master
Premises or the building or project of which the Master Premises are a part,
the
exercise of such right by Sublessor shall not constitute a default or breach
hereunder. THE PARTIES AGREE THAT IN
NO
EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY SPECIAL,
EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING ANY LOST
PROFIT, REVENUE, BUSINESS OR OTHERWISE); REGARDLESS OF THE THEORY OF RECOVERY,
WHETHER ALLEGED AS A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT
LIABILITY), UNJUST ENRICHMENT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES OR BASED ON THE FAILURE OF THE ESSENTIAL
PURPOSE OF ANY REMEDY.
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11.
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ATTORNEYS’
FEES.
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If
Sublessor, Sublessee, or Broker shall commence an action against the other
arising out of or in connection with this Sublease, the prevailing party shall
be entitled to recover its costs of suit and reasonable attorney's
fees.
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12.
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AGENCY
DISCLOSURE:
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Sublessor
and Sublessee each warrant that they have dealt with no other real estate broker
in connection with this transaction except: CB XXXXXXX XXXXX, INC., who
represents Sublessee,
and CB
XXXXXXX XXXXX, INC. who
represents Sublessor.
In the
event CB XXXXXXX XXXXX, INC., represents both Sublessor and Sublessee, Sublessor
and Sublessee hereby confirm that they were timely advised of the dual
representation and that they consent to the same, and that they do
not
expect said broker to disclose to either of them the confidential information
of
the other party.
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13.
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COMMISSION:
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Per
a
separate agreement.
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NOTICES:
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All
notices and demands which may or are to be required or permitted to be given
by
either party on the other hereunder shall be In writing. All notices and demands
by the Sublessor to Sublessee shall be sent by United States Mail, postage
prepaid, or
by a
nationally recognized overnight courier service (e.g., FedEx), addressed
to the Sublessee at the Premises, and to the address herein below, or to such
other place as Sublessee may from time to time designate in a notice to the
Sublessor. All notices and demands by the Sublessee to Sublessor shall be sent
by United States Mail, postage prepaid, or by a nationally recognized overnight
courier service (e.g., FedEx), addressed to the Sublessor at the address set
forth herein, and to such other person or place as the Sublessor may from time
to time designate in a notice to the Sublessee.
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To
Sublessor: MJ Research Company, Inc., 0000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx,
Xxxxxxxxxx 00000, Attention, Office of the General Counsel / copy to Director
of
Real Estate
To
Sublessee:
Copies
of
all notices to Sublessee should be directed to Hana Biosciences, Inc. at 0000
Xxxxxxxxx Xxxxx, Xxxxx Xxx Xxxxxxxxx, XX 00000, attention Xxxx Xxxxxxxxxxxx.
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15.
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CONSENT
BY LESSOR.
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THIS
SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS CONSENTED TO BY LESSOR WITHIN
10
DAYS AFTER EXECUTION HEREOF, IF SUCH CONSENT IS REQUIRED UNDER THE TERMS OF
THE
MASTER LEASE.
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16.
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COMPLIANCE.
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The
parties hereto agree to comply with all applicable federal, state and local
laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the subject matter of this Agreement,
including, but not limited to, the 1964 Civil Rights Act and all amendments
thereto, the Foreign Investment In Real Property Tax Act, the Comprehensive
Environmental Response Compensation and Liability Act, and The Americans With
Disabilities Act.
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Sublessor:
MJ Research Company, Inc.
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Sublessee:
Hana Biosciences, Inc.
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By:
/s/
Xxxxxx
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By:
/s/ Xxxx X. Xxxxxxxxxxxx
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Title:
Vice
President
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Title:
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By:
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Title:
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Date:
6/7/06
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Date:
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4
Amendment
to Sublease Agreement
This
is
an Amendment to the Sublease Agreement (“Sublease”) dated May 31st,
2006
between MJ Research Company, Inc. (“Sublessor”) and Hana Biosciences, Inc.
(“Sublessee”) for the real property described as that portion of 0000 Xxxxxxxxx
Xxxxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx described in further detail in the
Sublease (“Premises”).
Sublessor
and Sublessee hereby agree to amend the Sublease as follows:
1. FULL
SERVICE SUBLEASE
Property
tax, insurance, common area maintenance (CAM’s) and utilities are included
within the Rent set forth in Section 6 of the Sublease. Sublease shall only
be
responsible for its Pro-Rata Share (as defined below) of Sublessor’s operating
expense (that is, the foregoing expenses as well as other “Operating Expenses”
as defined in the Master Lease) increases above a 2006 base year. Sublessee’s
Pro-Rata Share is a fraction, the numerator of which is the rentable area of
the
Premises (averaged for that Lease Year), which is currently 28,820 square feet.
Such additional rent shall be payable as and when such operating expenses are
payable by Sublessor; provided, however, that Sublessor shall be obligated
to
provided, fifteenth (15) days prior notice of its due date.
2. CONFIRMATION
OF TERMINATION DATE
Sublessee shall have a one-time right to confirm the Termination Date as set
forth in Section 5 of the Sublease. Said right shall be exercisable at any
time
on or before the end of the twenty forth (24th)
month
of the Term. In the event Sublessee exercises said confirmation of the
Termination Date, the sublease term shall terminate on May 31, 2009. If
Sublessee doe not exercise its confirmation of the Termination Date, Sublessee
shall have no further right to terminate and the Sublease Term shall be extended
for the remainder of the Master Lease term. Said Term shall be an additional
twenty two (22) months, terminating March 31, 2011. The rental rate for the
additional term shall be:
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Months
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RSF/Month/Full
Service
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37-48:
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$2.80
Fully Serviced
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49-58:
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$2.90
Fully Serviced
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3. CONDITION
OF PREMISES
Sublessor
shall deliver the Premises in its existing condition.
4. OFFICE
FURNISHINGS Sublessee,
at no additional cost, shall have the use for the Term but not the ownership
of
any currently in-place office furnishings excluding the desk/task chairs.
Sublessor makes no representations or warranties on the condition of such
furnishings and Sublessee hereby accepts said furnishings in as-is
condition.
5. DEMISING
OF THE PREMISES
Sublessor’s obligations pursuant to this paragraph are subject to and contingent
upon the cost feasibility (in Sublessor’s sole discretion) of the demising of
the Premises. Sublessor shall not be obligated to demise (separate by wall,
etc.) the Premises from the remainder of the Master Premises unless and until
the remained of the Master Premises on the third floor is subleased to another
tenant(s). Demising, if required, shall be at the sole cost and responsibility
of the Sublessor and completed per governmental codes. A proposed demising
plan
shall be attached to the Sublease upon completion of such plan and Sublease
agrees to accept said plan and any modifications of its Premises required to
provide exits and corridors per governmental codes.
Notwithstanding
the foregoing, if Sublessor elects not to erect such demising walls, Sublessee’s
square footage shall not be modified from that defined in the Sublease. If
Sublessor elects to erect such demising walls, (i) such walls shall be erected
in a good and workmanlike manner, (ii) done in such a manner as to reduce any
unreasonable interference to Sublessee’s business, (ii) they shall be erected,
taped, sanded and painted to match the adjacent walls within Sublessee’s
Premises, (iv) if there is any reduction in the size of the Premises, then
Sublessee’s pro rata share will be reduced accordingly (however, Sublessee’s pro
rata portion of common area will increase commensurately) or (v) if there is
an
increase in the size of the Premises, Sublessee’s Pro-Rata Share will not be
adjusted upward.
Amendment
to Sublease Agreement
6. BUILDING
EXERCISE FACILITY
Sublessee will pay Lessor directly for the use of the exercise facility. The
exercise facility cost is $5.00 per participating employee per month (or such
other amount as may be imposed by Lessor). The parties agree that Sublessor
shall not be responsible for any such payments.
7. SIGNAGE: Sublessee
shall have signage rights provided to Sublessor as provided for under the Master
Lease.
Except
as
expressly set forth in this Amendment, the Sublease shall remain in full force
and effect.
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Sublessor: MJ
Research Company, Inc.
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Sublessee: Hana
Biosciences
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By:
/s/ X. Xxxxxx
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By:
/s/ Xxxx X. Xxxxxxxxxxxx
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Title: Vice
President
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Title:
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By:
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Title:
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Address:
000
Xxxxxxx Xx
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Xxxxxxx:
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Xxxxxxx
XX
00000
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Telephone:
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Telephone:
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