EXHIBIT 10.23
SUBLEASE
By and Between
AUTOIMMUNE INC., as
Sublandlord,
and
ANTIGENICS, LLC,
as Subtenant.
TABLE OF CONTENTS
1. Xxxxxxxxx
2. Sublease
3. Obligations of Parties
4. Term; Delivery of Subleased Premises
5. Annual Rent; Financed Allowance Amount
6. Escalation and Other Charges
7. Improvements
8. Notice
9. Assignment and Subletting
10. Broker
11. Parties
12. Security Deposit
13. Sublease Subject To Overlandlord's Consent
14. Sublandlord's Indemnity
15. Signage
16. Parking
17. Financial Statements
SUBLEASE
Effective as of November 1, 1997, AutoImmune Inc., a Delaware corporation
("Sublandlord"), and Antigenics, LLC, a Delaware limited liability company
("Subtenant"), hereby agree as follows:
1. Xxxxxxxxx. As used herein, the term "Xxxxxxxxx" shall mean the Lease
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dated December 3, 1992, as amended to date, from Ledgemont Realty Trust, as
Landlord, to Sublandlord, as Tenant, of premises (the "Xxxxxxxxx Premises") on
the 400, 500 and 600 levels in the building known as Building B of One Ledgemont
Center and on the 500 level in the building known as Building C of One Ledgemont
Center located at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx. A copy of the
Xxxxxxxxx, including all amendments, is attached hereto as Exhibit B.
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2. Sublease. Sublandlord hereby subleases to Subtenant the portion of the
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Xxxxxxxxx Premises shown on Exhibit A hereto, consisting of approximately 21,627
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square feet on the 400, 500 and 600 levels of Building B of One Ledgemont Center
(the "Subleased Premises"), subject to the terms and conditions hereof. This
Sublease is a sublease under the Xxxxxxxxx and is subject to all of the terms
and provisions thereof. To the extent applicable to the Subleased Premises and
subject to the provisions hereof, this Sublease shall be deemed to contain all
of the same covenants, agreements, conditions, terms and provisions as contained
in the Xxxxxxxxx, mutatis mutandis (the necessary changes being made to reflect
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the fact that Sublandlord is the Landlord, Subtenant is the Tenant and the
Premises include
only the Subleased Premises) except to the extent otherwise provided herein and
except that the following provisions of the Xxxxxxxxx shall not apply hereto:
The reference to "Extension Term" in Section 1.1, the second paragraph of
Section 2.2, the last sentence of Section 2.3, Section 2.5, Section 2.6, Section
2.7, Section 2.8, Section 2.9, Section 2.10, Section 3.1.1, Section 3.1.2,
Section 3.1.3 (except for the second sentence of the second paragraph), the last
paragraph of Section 3.2.1, the last paragraph of Section 3.2.2, Section 4.1.2,
the second paragraph of Section 5.1.5, Section 7.11, Section 8.1, Section 9.1,
Section 8.10 of Original Lease dated December 3, 1992 (the "Original Lease");
the entire Third Amendment of Lease dated October 23, 1996; Section 6 of Second
Amendment of Lease dated February 1, 1996; and Sections 6, 7, 9, 12 and 13 of
First Amendment of Lease dated October 31, 1993.
For the purpose of Section 6.2 of the Xxxxxxxxx, references to "other,"
"other party" and "each party" shall be deemed to mean any of Overlandlord,
Sublandlord and Subtenant, or each of them, as appropriate.
3. Obligations of Parties. Subtenant hereby agrees to perform all of the
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obligations applicable to the Subleased Premises imposed on Sublandlord as
Tenant under the Xxxxxxxxx except for the payment of rent and other charges to
Overlandlord, subject to Sections 5 and 6 hereof and except as expressly
provided for herein. Sublandlord shall have no obligations or liabilities under
this Sublease
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except as provided in the following sentence and in the following Sections of
this Sublease. Provided that Subtenant is not in default hereunder, Sublandlord
hereby agrees to:
(a) pay all rent and other charges due to the Overlandlord under the
Xxxxxxxxx;
(b) perform all of its obligations under the Xxxxxxxxx except to the extent
that Subtenant has agreed to perform such obligations in connection with
the Subleased Premises; and
(c) use reasonable efforts to cause the Overlandlord to perform all of the
obligations imposed upon the Overlandlord under the Xxxxxxxxx which are
applicable to this Sublease.
This Sublease is subject and subordinate to the Xxxxxxxxx and shall
terminate upon the expiration or earlier termination of the Xxxxxxxxx.
Subtenant agrees to indemnify and hold Sublandlord harmless from and against
any and all claims, suits, damages, liabilities and expenses, including
reasonable attorneys' fees, arising out of Subtenant's use and occupancy of the
Subleased Premises.
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The insurance maintained by Subtenant pursuant to Section 6.1.1 of the
Xxxxxxxxx shall name Subtenant, Sublandlord, Overlandlord and any other parties
required by such Section as insureds.
4. Term; Delivery of Subleased Premises. The term of this Sublease shall begin
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on the date that Overlandlord issues its consent to this Sublease (the
"Commencement Date") and shall expire on December 2, 1999, unless sooner
terminated pursuant to the terms hereof. Sublandlord shall deliver possession of
the Subleased Premises to Subtenant in "as is" condition on the Commencement
Date. Subtenant agrees to accept the Subleased Premises in its "as is" condition
on the Commencement Date, without any obligation on the part of Sublandlord to
construct any improvements or perform any work therein whatsoever. Sublandlord
makes no representation or warranty with respect to the condition thereof.
5. Annual Rent; Financed Allowance Amount. Subtenant shall pay to
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Sublandlord Annual Rent (in lieu of the Annual Rent set forth in the Xxxxxxxxx)
at the following rates per annum payable by equal monthly installments in
advance on or before the first of each month (or prorated amounts of such
installments, in the case of partial months):
(a) For the period commencing on the Commencement Date and ending on December
2, 1997: $302,778.00 per annum ($14.00 per rentable square foot);
$25,231.50 per month; and
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(b) For the period commencing on December 3, 1997 and ending on December
2, 1999: $324,405.00 per annum ($15.00 per rentable square foot);
$27,033.75 per month.
During the term of this Sublease, Subtenant shall also pay monthly to
Sublandlord as additional rent the $1,512.76 monthly payment (or the prorated
amount of such installment, in the case of partial months) that Tenant is
obligated to pay to Landlord for the Financed Allowance Amount (plus interest)
under Section 3.1.3 of the Original Lease.
6. Escalation and Other Charges. During the term of this Sublease, Subtenant
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shall pay to Sublandlord the real estate tax, operating expense and other
charges due to Overlandlord under Article IV of the Xxxxxxxxx in accordance with
the "Real Estate Tax", "Operating" and "EUA Complex" percentages listed under
the heading "Sublease" on Exhibit C hereto at least five (5) days prior to the
dates that such charges are due to Overlandlord under the Xxxxxxxxx.
With respect to utilities, other additional rent and other charges under the
Xxxxxxxxx, Subtenant shall pay to Sublandlord its proportionate share (21,627/
22,527 = 96%) of such charges allocable to the portion of the Xxxxxxxxx Premises
located within Building B of One Ledgemont Center, which payments shall be due
within ten (10) days of Sublandlord's billing therefor.
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7. Improvements. Subtenant shall obtain the consent of Overlandlord to any
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improvements or alterations Subtenant shall desire to make in the Subleased
Premises, and Sublandlord agrees that it will not unreasonably withhold its
consent to any alterations or improvements consented to by Overlandlord.
Notwithstanding any terms or provisions of the Xxxxxxxxx to the contrary, in no
event shall Sublandlord be obligated to provide Subtenant with any allowance or
reimbursement for Subtenant's costs of performing any such alterations or
improvements. In the event Subtenant shall make any improvements or alterations
in the Subleased Premises and Overlandlord shall require the removal thereof,
Subtenant shall remove the same and repair all damage caused thereby prior to
the expiration of the term of this Sublease.
8. Notice. All notices or communications authorized or required hereunder shall
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be given to Sublandlord at One Ledgemont Center, 000 Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx, Attention: President, and to Subtenant at 000 Xxxxx Xxxxxx, Xxxxx
0000, Xxx Xxxx, Xxx Xxxx 00000, by certified or registered mail, return receipt
requested, or by a national overnight delivery service which maintains delivery
records. Either party may by written notice to the other designate another
address of such party for the purposes of this Section 8.
9. Assignment and Subletting. Notwithstanding any term or provision of the
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Xxxxxxxxx to the contrary, Subtenant shall not assign this Sublease or sublet
all or any part of the Subleased Premises without Sublandlord's consent, which
consent
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shall not be unreasonably withheld or delayed. Notwithstanding the foregoing,
Sublandlord's consent shall not be required with respect to an assignment or
subletting to an entity which controls, is controlled by or is under common
control with Sublandlord, provided that any such transfer complies with the
terms and provisions of the last paragraph of Section 5.1.11 of the Xxxxxxxxx as
if Sublandlord were the "Landlord" and Subtenant were the "Tenant" under such
last paragraph of Section 5.1.11.
10. Broker. Subtenant represents and warrants to Sublandlord that it has not
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directly or indirectly dealt with any broker or agent with respect to the
Subleased Premises, or had its attention called to the Subleased Premises by any
broker or agent. Subtenant agrees to save harmless and indemnity Sublandlord
against any claims for a commission arising out of a breach of Subtenant's
representations and warranties in this Section 10.
11. Parties. The terms "Sublandlord" and "Subtenant" were used herein shall
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include their respective successors and assigns where the context so requires or
permits and this Sublease shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
12. Security Deposit. Simultaneously with Subtenant's execution hereof,
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Subtenant shall pay one month of the Annual Rent due hereunder to Sublandlord as
the Security Deposit (the "Security Deposit"). The Security Deposit will be held
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by Sublandlord (without interest) as security for and during the Term, which
deposit shall be returned to Subtenant within twenty (20) days after the
expiration or termination of this Lease, provided there exists no breach of any
undertaking of Subtenant. If all or any part of the Security Deposit is applied
to an obligation of Subtenant hereunder, Subtenant shall within twenty (20) days
of demand by Sublandlord restore the Security Deposit to its original amount;
provided, however, that Subtenant shall have no right to direct Sublandlord to
so apply the Security Deposit and Sublandlord shall be under no obligation to do
so. Upon any conveyance by Sublandlord of its interest under this Lease, the
Security Deposit shall be delivered by Sublandlord to Sublandlord's grantee or
transferee.
13. Sublease Subject to Overlandlord's Consent. Notwithstanding the parties'
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execution and delivery of this Sublease, this Sublease shall not be deemed to be
effective unless and until Overlandlord has consented to the same.
14. Sublandlord's Indemnity. Sublandlord hereby indemnifies and holds harmless
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Subtenant from and against any and all claims, suits, damages (except for
consequential damages), liabilities and expenses to the extent the same are
caused by (i) Sublandlord's breach of its obligations under this Sublease and
(ii) Sublandlord's negligence or willful misconduct relating to the Subleased
Premises.
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15. Signage. Sublandlord agrees that Subtenant shall be entitled to install
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signage for the Subleased Premises provided that Overlandlord has consented to
the installation of the same.
16. Parking. So long as Subtenant is not in default hereunder beyond the
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expiration of applicable notice and cure periods, Subtenant shall have the right
to use 51 of the 71 spaces currently allotted to Tenant under the Xxxxxxxxx.
17. Financial Statements. Subtenant shall furnish to Sublandlord financial
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statements of Subtenant not later than 45 days after following the close of
Subtenant's fiscal year and each quarter thereof. Financial statements for each
fiscal year and quarter shall be prepared and certified by Subtenant's
comptroller. All financial statements delivered pursuant hereto shall be
received by Sublandlord in confidence and neither such statements nor the
contents thereof shall be disclosed to third parties except to Overlandlord and
to Sublandlord's mortgagee(s) if and as required by the terms of any agreements
with such mortgagee(s) and except to Sublandlord's accountants or attorneys;
provided that if Sublandlord delivers such statements to any of such parties, it
shall only do so if the same is accompanied by a written notice directing such
parties to hold such statements in confidence.
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Witness the execution hereof under seal as of the date first above written.
SUBTENANT:
ANTIGENICS, LLC
By: [SIGNATURE APPEARS HERE]
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Its: CHAIRMAN & CEO
SUBLANDLORD:
AUTOIMMUNE INC.
By: [SIGNATURE APPEARS HERE]
--------------------------------
Its: PRESIDENT & CEO
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EXHIBIT C
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AutoImmune Inc.
Sub Lease Summary
October 2, 1997
Total
%
Square -----------------------------------------
Building Floor Feet Real Estate Tax Operating EUA Cogenex Parking
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B-Annex 400 8,088 4.4362% 6.1540% 4.5212% 71
B 400 6,111 7.6894% 10.6700% 7.8367%
B 500 7,908
B 600 8,508 4.6666% 6.4800% 4.7560%
C 500 2,694 1.4766% 2.0500% 1.5060%
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33.309
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Sublease
%
Square ------------------------------------------
Building Floor Feet Real Estate Tax Operating EUA Cogenex Parking
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B-Annex 400 0 0.0000% 0.0000% 0.0000% 51
B 400 5,211 6.5569% 9.0986% 6.6825%
B 500 7,908
B 600 8.508 4.6666% 6.4800% 4.7560%
C 500 0 0.0000% 0.0000% 0.0000%
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21.627
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