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EXHIBIT 10.6
LICENSE AGREEMENT
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THIS LICENSE AGREEMENT ("License") is made on this 12th day of November,
1999, by and between GHA MANAGEMENT CORPORATION, a New York corporation
(hereinafter called "Licensor"), and ANTIGENICS INC., a Delaware corporation and
its affiliates, including but not limited to ANTIGENICS, LLC (hereinafter
collectively referred to as "Licensee").
Reference is made to a Lease dated December 6, 1995, between Licensor, as
Tenant, and Rockefeller Center Properties, as Landlord, as amended pursuant to
that certain First Amendment to Lease dated October 23, 1996 by and between RCPI
Trust as successor to Rockefeller Center Properties (hereinafter called
"Landlord") for space on the 9th floor and 21st floor of the building
(hereinafter "Building") known as 000 Xxxxx Xxxxxx (hereinafter "Premises"), and
comprising a part of Rockefeller Center, in the Borough of Manhattan, New York,
N.Y., as more particularly described in the Lease (the Lease and the First
Amendment thereto are hereinafter collectively referred to as the "Lease").
WHEREAS, the Licensor and Licensee have agreed that Licensor will license
to Licensee the Premises consisting of approximately ninety-six percent (96%) of
the rentable square footage described in the Lease ("Licensed Premises") and
more particularly described in EXHIBIT A attached hereto and made a part hereof;
and
WHEREAS, the Lease provides that Licensor may enter into license agreements
with Licensee, without Landlord's consent, pursuant to which Licensee may occupy
the Licensed Premises for general office use.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and for the mutual covenants
contained herein, the parties agree as follows.
1. LICENSE; COMMENCEMENT DATE. Licensor licenses to Licensee, and
Licensee licenses from Licensor, the Licensed Premises, for the term commencing
at noon on November 12, 1999 ("Commencement Date").
2. EXPIRATION DATE. This License shall expire on the date specified as
the expiration date by the Lease.
3. CONDITION OF THE SUBLEASED PREMISES. The Licensed Premises are
licensed to Licensee in their condition on the date hereof and Licensor has made
no representations, warranties or promises with respect to the Licensed Premises
or the suitability thereof for the uses contemplated by this License. Licensee
agrees to accept possession of the Licensed Premises on the Commencement Date
"as is," in the same condition as it is on the date hereof.
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4. PAYMENT FOR LICENSE. Licensee shall pay Licensor ninety-six percent
(96%) of the total rent payable under the Lease ("License Payment"). The License
Payment shall be drawn on a U.S. bank, payable in advance in equal monthly
installments on the Commencement Date and thereafter on the first day of each
calendar month in advance. The License Payment shall be prorated for any partial
month at the beginning of the License Term. The License Payment shall be payable
without demand, notice, set-off, or counterclaim at Licensor's address set forth
above or at such other places as may be set forth in notices, from time to time,
from Licensor to Licensee.
5. USE. The Licensee shall use the Licensed Premises only for the uses
permitted by the Lease.
6. SUBORDINATE TO LEASE. This License and all of its terms, covenants,
representations, warranties, agreements and conditions are in all respects
subject and subordinate to the Lease, which Lease has been submitted to and
examined by Licensee.
7. LICENSEE OBLIGATIONS UNDER LEASE. For so long as the Lease remains in
full force and effect, Licensee agrees to perform, fulfill, and observe all of
the covenants, agreements, obligations, conditions, representations, warranties,
terms and provisions imposed upon Licensor as Tenant of the Licensed Premises
under the Lease except for the amount of the License Payment which shall be
governed by this License.
8. TERMINATION. This License shall terminate upon the termination of the
Lease for any reason whatsoever, without any liability therefor on the part of
Licensor to Licensee with the same force and effect as if the date of such
termination had been provided expressly in this License as the day of the
expiration hereof. In the event of such termination or expiration of this
License, Licensee shall remove any and all personal property contained in the
Licensed Premises and surrender possession of the Licensed Premises in the same
condition as the condition on the Commencement Date on or before the Expiration
Date.
9. BROKERAGE REPRESENTATIONS. Licensor represents and warrants that it
has not dealt with any broker in connection with this License and will indemnify
and hold harmless Licensee from and against any loss or expense suffered by
Licensee as a result of such dealings with any broker. Licensee represents and
warrants that it has not dealt with any broker in connection with this License
and will indemnify and hold harmless each of Licensor from and against any loss
and expenses suffered by either of them as a result of such dealings with any
broker.
10. NOTICES. Any notice required hereunder shall be deemed to have been
given if delivered Certified Mail, Return Receipt Requested, or by overnight
courier such as Federal Express, to:
If to Landlord: RCPI Trust
c/o Tishman Speyer Properties, L.P.
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
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If to Licensor: GHA Management Corporation
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxx
With a copy to: Xxxxxx & Dodge LLP
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
If to Licensee: Antigenics Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxx
Any party may change its address for notice by notifying the other
parties as aforesaid.
11. ENTIRE AGREEMENT. All prior understandings and agreements between the
parties are merged within this License, which alone fully and completely sets
forth the understanding of the parties, and this License 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 change or termination is
sought.
12. BINDING EFFECT. The covenants and agreements herein contained shall
bind and inure to the benefit of Licensor and Licensee and their respective
successors and assigns.
13. GOVERNING LAW. The License and all rights and remedies thereunder
shall be governed by the law of the State of New York.
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IN WITNESS WHEREOF the parties hereto set their hands and seals this 12th
day of November, 1999.
LICENSOR:
ATTEST: GHA MANAGEMENT CORPORATION
/s/ Xxxxxxx Xxxx By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx, Ph.D.
Chief Executive Officer
LICENSEE:
ATTEST: ANTIGENICS INC.
/s/ Xxxxxxx Xxxx By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx, Ph.D.
Chief Executive Officer
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EXHIBIT A
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LICENSED PREMISES
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