EXHIBIT 10.10
SUBLEASE
This Sublease is by and between ASYMETRIX CORPORATION ("Asymetrix") and
SUPERCEDE, INC. ("SuperCede"). Asymetrix, as tenant, entered into a lease dated
May 24, 1991, and amended pursuant to a First Amendment to Lease dated April 16,
1992, a Second Amendment to Lease dated May 20, 1992, a Third Amendment to Lease
dated September 29, 1992, a Fourth Amendment to Lease dated August 27, 1993, a
Fifth Amendment to Lease dated April 29, 1995, a Sixth Amendment of Lease dated
January 26, 1996, and a Seventh Amendment of Lease dated March 31, 1996
(collectively the "Prime Lease"), with XXXX XXXXXX REALTY INCOME PARTNERSHIP II,
L.P. as landlord ("Prime Landlord"), leasing certain space on the third floor
the building (the "Building") at 000 - 000xx Xxxxxx XX, Xxxxxxxx, Xxxxxxxxxx
00000. The Building is located on the real property described on Exhibit A.
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The parties hereto have agreed that Asymetrix shall sublet approximately
8,562 square feet of such space to SuperCede. The parties agree as follows:
1. PREMISES.
Asymetrix hereby leases to SuperCede the eight thousand five hundred sixty-two
(8,562) square feet of the space on the third floor of the Building ("Premises")
which is identified on Exhibit B attached hereto and made a part hereof. The
costs and expenses of improvements required to configure the Premises as
identified on Exhibit B shall be borne by SuperCede.
2. PARKING SPACES.
Asymetrix hereby assigns to SuperCede for the term of this Sublease, Asymetrix's
right to lease from Prime Landlord, at the rates determined in accordance with
the Prime Lease, twenty-six (26) parking spaces (the "Parking Spaces") within
the parking garage in the Building.
3. TERM AND POSSESSION.
The term of this Sublease shall commence on June 24, 1997 and shall terminate
upon the termination of the Prime Lease, unless earlier terminated as provided
herein. Asymetrix shall deliver possession of the Premises on such date,
together with all rights to use common areas and Parking Spaces as provided to
Asymetrix under the Prime Lease. SuperCede accepts the Premises as being in
good, sanitary order, condition and repair. SuperCede shall, upon expiration or
termination of this Sublease, surrender the Premises to Asymetrix in the same
condition as when received, excepting ordinary wear and tear, damage by fire,
earthquake, act of God, or the elements, special improvements unique to
SuperCede's business and/or operations made by SuperCede or on SuperCede's
behalf, and improvements made to configure the Premises as identified on Exhibit
B. Asymetrix covenants and agrees that if SuperCede performs all of the
covenants and on SuperCede's part to be observed and performed under this
Sublease, SuperCede shall and peaceably quietly have, hold and enjoy the
Premises. If Asymetrix elects to extend the Prime Lease and such extension
includes the Premises, then SuperCede shall have the right, but not the
obligation, to extend the term hereof to continue for the period of any
extension of the Prime Lease by Asymetrix, or, upon the agreement of SuperCede
and Asymetrix, for any
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lesser period thereof. Any such extension shall be on the same terms and
conditions as this Sublease, with the exception of rent, Additional Rent and
other costs payable by Asymetrix under the Prime Lease, which shall be adjusted
in a manner consistent with any adjustment to the foregoing in the extension of
the Prime Lease, and any other conditions which may be agreed to and binding
upon Asymetrix in connection with the extension of the Prime Lease. Asymetrix is
under no obligation to extend the Prime Lease or to include the Premises in any
such extension.
4. RENT.
Commencing with rent due for the period beginning July 1, 1997, SuperCede shall
pay directly to Prime Landlord in accordance with the terms of the Prime Lease
rent at the rate of TWENTY DOLLARS ($20.00) per square foot per annum, plus the
Additional Rent mentioned in paragraph 7 below, plus any amounts due under the
Prime Lease in consideration of the Parking Spaces. SuperCede shall pay the
rent, Additional Rent and amounts due in consideration of the Parking Spaces in
the manner provided for hereunder in monthly installments in accordance with the
Prime Lease. It is hereby agreed between Asymetrix and SuperCede that no
security deposit will be required.
5. USE.
The Premises shall be used for the conduct of SuperCede's business activities
and for no other purpose.
6. ASSIGNMENT.
SuperCede shall not assign this Sublease nor sublet the Premises in whole or in
part and shall not permit SuperCede's interest in this Sublease to be vested in
any third party by operation of law or otherwise without the prior written
consent of Asymetrix and, if required, Prime Landlord.
7. ADDITIONAL CHARGES.
If Asymetrix shall be charged for Additional Rent (as defined in the Prime
Lease) or other sums pursuant to the provisions of the Prime Lease, including
without limitation Article 9 thereof, SuperCede shall be liable for a pro rated
portion of such costs equal to the ratio that the square footage of the space
being subleased hereunder bears to the square footage of all space then being
leased by Asymetrix pursuant to the Prime Lease. Notwithstanding the foregoing,
if any such rent or sums shall be directly allocable to the space being
subleased hereunder or SuperCede's use thereof, or due to additional use by
SuperCede of electrical current in excess of SuperCede's proportionate part of
additional use in the Premises demised under the Prime Lease, then such excess
shall be paid in its entirety by SuperCede. Notwithstanding the foregoing,
SuperCede shall not be liable for such Additional Rent or other sums charged
pursuant to the provisions of the Prime Lease which are directly allocable to
space other than the Premises, due to any special services ordered by a party
other than SuperCede, or due to any additional use by a party other than
SuperCede of electrical current or other utilities. If SuperCede shall procure
any additional services from the Building, such as alterations or after-hour air
conditioning, SuperCede shall pay for such services at the rates charged
therefor by the Prime Landlord and shall make such payment
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directly to the Prime Landlord. Any rent or other sums payable by SuperCede
under this paragraph 7 shall be additional rent and collectable as such. If
Asymetrix receives reimbursement or credit for overpayment of Additional Rent or
charges applicable to the Premises and paid by SuperCede, Asymetrix shall
reimburse SuperCede the portion of such reimbursement or credit applicable to
the Premises and paid by SuperCede.
8. PRIME LEASE.
This Sublease is subject and subordinate to the Prime Lease. Except as may be
inconsistent with the terms hereof, all the terms, covenants and conditions in
the Prime Lease shall be applicable to this Sublease with the same force and
effect as if Asymetrix were the landlord under the Prime Lease and SuperCede
were the tenant thereunder and in case of any breach hereof by SuperCede,
Asymetrix shall have all the rights against SuperCede as would be available to
the landlord against the tenant under the Prime Lease if such breach were by the
tenant thereunder. Asymetrix warrants and represents that all consents required
under the Prime Lease to enter into this Sublease have been obtained. Asymetrix
warrants and represents to SuperCede that the Prime Lease as described herein is
the full and complete agreement between the Prime Landlord and Asymetrix
pertaining to the Premises, that there are no further amendments or
modifications not referenced, and that, to the knowledge of Asymetrix, there is
no default or event of default under the Prime Lease nor any event or occurrence
which, with the passage of time, the giving of notice or both, would ripen into
a default or an event of default thereunder.
9. LIMITATION.
Notwithstanding anything herein contained, the only services or rights to which
SuperCede is entitled hereunder are those to which Landlord is entitled under
the Prime Lease, and for all such services and rights SuperCede will look to the
Prime Landlord.
10. INDEMNITY.
SuperCede shall neither do nor permit anything to be done which would cause the
Prime Lease to be terminated or forfeited by reason of any right of termination
or forfeiture reserved or vested in the Prime Landlord, and SuperCede shall
indemnify and hold Asymetrix harmless from and against all claims of any kind
whatsoever by reason of any breach or default of the Prime Lease on the part of
SuperCede.
11. REPRESENTATION.
SuperCede represents that it has read and is familiar with the terms of the
Prime Lease.
12. ENTIRE AGREEMENT.
All prior understandings and agreements between the parties are merged within
this Sublease, which alone fully and completely sets forth the understanding of
the parties and this Sublease may not be changed or terminated orally or in any
manner other than by an agreement in writing and signed by the party against
whom enforcement of the charge or termination is sought.
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13. NOTICES.
Any notice or demand which either party may or must give to the other hereunder
shall be in writing and delivered personally or sent by registered mail
addressed, if to Asymetrix, as follows:
Asymetrix Corporation
000-000xx Xxx X.X.
Xxxxx 000
Xxxxxxxx XX 00000
Attn: Xxxxxx Xxxx, General Counsel
and if to SuperCede, as follows:
SuperCede, inc.
000-000xx Xxx X.X.
Xxxxx ___
Xxxxxxxx XX 00000
Attn: President
Either party may, by notice in writing, direct that future notices or demands be
sent to a different address. SuperCede agrees to provide promptly to Asymetrix
copies of any notices received from the Prime Landlord or otherwise relating to
the Prime Lease, and Asymetrix agrees to provide any of the foregoing to
SuperCede if they relate to or affect the Premises.
14. SUCCESSORS AND ASSIGNS.
The covenants and agreements herein contained shall bind and inure to the
benefit of Asymetrix, SuperCede, and their respective executors, administrators,
successors and assigns.
15. MODIFICATIONS AND TERMINATION.
Asymetrix reserves the right to terminate or make modifications to the Prime
Lease subject to the terms of this Section. Asymetrix shall make no change or
modification to the Prime Lease that affects SuperCede's rights under this
Sublease or to the use and enjoyment of the Premises, including without
limitation the termination of the Prime Lease, except with 180 days prior notice
to SuperCede.
Exhibit A: Legal Description
Exhibit B: Floor Plan of Sublet Space
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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Dated this 24th day of June, 1997.
ASYMETRIX: Asymetrix Corporation
By /s/ X. Xxxxxxxxx
___________________________________
Xxxxx X. Xxxxxxxxx
President and CEO
SUPERCEDE: SUPERCEDE, INC.
By /s/ Xxxxxxx Xxxxx
_____________________________________
Xxxxxxx Xxxxx
Vice President and General Manager
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EXHIBIT A
LEGAL DESCRIPTION
That portion of the Southwest quarter of the Northeast quarter of Section 32,
Township 25 North, Range 5 East, X.X., in Xxxx County, Washington, described as
follows:
Beginning at the intersection of the East margin of 110th Avenue Northeast, as
now established with a line parallel to and 277.5 feet North of, when measured
at right angles to the East-West centerline of said Section 32; thence Easterly
along said parallel line to a point in line parallel to and 476.8 feet West of,
when measured at right angles, to the East line of said subdivision; thence
Northerly along said parallel line to a point in a line parallel to and 577.5
feet North of, when measured at right angles to, the said center line of said
Section; thence Westerly along said parallel line, 14.09 feet to a point in a
line parallel to and 162.00 feet West of, when measured at right angles to, the
East line of the West three quarters of the South half of said subdivision;
thence Northerly along said parallel line to the South margin of Northeast
Second Street as now established; thence Westerly along said South margin of
Northeast Second Street as to the said East margin of 000xx Xxxxxx Xxxxxxxxx;
thence Southerly along said East margin to the point of beginning.
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that XXXXX X. XXXXXXXXX is
the person who appeared before me, and acknowledged that he signed this
instrument, on oath stated that he is authorized to execute the instrument and
acknowledged it as the President and CEO of ASYMETRIX CORPORATION, to be the
free and voluntary act of such corporation for the uses and purposes mentioned
in the instrument.
Dated this 30th day of September 1997
/s/ Xxxxxxx X. Xxxxxxx
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(Signature of Notary)
XXXXXXX X. XXXXXXX
--------------------------------------
(Legibly Print or Stamp Name of Notary)
Notary public in and for the state of Washington,
residing at Bellevue, Washington
-----------------------------
My appointment expires 9-9-2001
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that XXXXXXX XXXXX is the
person who appeared before me, and acknowledged that he signed this instrument,
on oath stated that he is authorized to execute the instrument and acknowledged
it as the Vice President and General Manager of SUPERCEDE, INC., to be the free
and voluntary act of such corporation for the uses and purposes mentioned in the
instrument.
Dated this 30th day of September, 1997.
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
(Signature of Notary)
XXXXXXX X. XXXXXXX
--------------------------------------
(Legibly Print or Stamp Name of Notary)
Notary public in and for the state of Washington,
residing at Bellevue, Washington
-----------------------------
My appointment expires 9-9-2001
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