Exhibit 10.8.1
STATE OF NORTH CAROLINA
WAKE COUNTY SUBLEASE TERMINATION AGREEMENT
THIS SUBLEASE TERMINATION AGREEMENT (the "Agreement") is made and entered
into this 19 day of August, 2002 (the "Execution Date"), by and among Lake
Partners, LLC, a North Carolina limited liability company ("Lessor"), Virata
(USA), Inc., a California corporation authorized to conduct business in the
State of North Carolina, successor in interest to RSA Communications, Inc.
("Sublessor") and LipoScience, Inc., a Delaware corporation formerly known as
LipoMed, Inc. ("Sublessee").
WITNESSETH:
WHEREAS, Lessor and Sublessor, as the lessee thereunder, entered into that
certain Lease Agreement dated July 1, 1998, as such has been amended pursuant to
that certain Acceptance of Leased Premises Memorandum dated July 9, 1999
(collectively, the "Lease"), for the leasing of approximately 12,944 square feet
of space contained in Suite 100 (the "Leased Premises") in that certain building
located at Springfield Place, formerly known as Lake Plaza West, 000 Xxxxxx
Xxxxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxxxx 00000 (the "Building"). (The Lease is
incorporated herein by reference in its entirety. Terms used and not otherwise
defined herein shall have the meaning ascribed to them in the Lease.); and
WHEREAS, Sublessor and Sublessee entered into that certain Agreement of
Sublease dated February 5, 2001 (the "Sublease Agreement"), pursuant to which
Sublessee subleased from Sublessor the Leased Premises, which hereinafter shall
be deemed the "Subleased Premises"; and
WHEREAS, Lessor, Sublessor, as the lessee thereunder, and Sublessee entered
into that certain Consent to Sublease Agreement dated February 6, 2001 (the
"Sublease Consent"), pursuant to which Lessor consented to the Sublease
Agreement. (The Sublease Agreement and the Sublease Consent are incorporated
herein by reference in their entirety and hereinafter collectively referred to
as the "Sublease". Terms used and not hereinafter defined shall have the meaning
ascribed to them in the Sublease.); and
WHEREAS, the term of the Sublease expires on December 31, 2002; and
WHEREAS, Sublessor and Sublessee desire to terminate the term of the
Sublease effective 12:00 midnight on August 31, 2002, upon the terms and
conditions contained herein; and
WHEREAS, Lessor desires to consent to such Sublease termination, upon the
terms and conditions contained herein.
NOW, THEREFORE, in consideration of the premises, rent, mutual covenants
and conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Lessor, Sublessor and
Sublessee hereby agree as follows:
1. Contingencies. Lessor, Sublessor and Sublessee hereby agree that the
effectiveness of this Agreement shall be contingent upon (i) the execution of a
new lease agreement by and between Lessor and a replacement tenant for the
Subleased Premises (the "Replacement Lease"), on or before August 31, 2002, and
(ii) Sublessee's payment of a fee to Lessor in the amount of Sixty-seven
Thousand Nine Hundred Fifty-six Dollars ($67,956.00) (the
"Fee"), concurrently with the execution of this Agreement by Sublessee. If (i)
the Replacement Lease is not executed on or before August 31, 2002, and (ii)
Sublessee does not pay the Fee to Lessor concurrently with the execution of this
Agreement, then this Agreement shall automatically be terminated and shall be of
no force or effect.
2. Termination of Sublease. Subject to the conditions set forth in this
Agreement, Sublessor and Sublessee hereby agree to terminate the Sublease and
all future Sublease obligations, except as set forth below, of both Sublessor
and Sublessee for the Subleased Premises as of 12:00 midnight on August 31, 2002
(the "Termination Date"). Subject to the conditions set forth in this Agreement,
Lessor hereby consents to the termination of the Sublease and all future
Sublease obligations, except as set forth below, of both Sublessor and Sublessee
for the Subleased Premises as of the Termination Date. Notwithstanding the
foregoing, Sublessee shall continue to be liable to Sublessor for any Operating
Expense Adjustment for the Subleased Premises, including any amounts billed
subsequent to the end of the 2002 calendar year on a pro rata basis for that
period of 2002 during which Sublessee occupied the Subleased Premises, up to and
including the Termination Date.
3. Vacation of the Premises. As of the Termination Date, Sublessee shall
relinquish any and all rights or claims to use or occupancy of the Subleased
Premises, and shall have removed all of its personal property from the Subleased
Premises, and shall leave the Subleased Premises in the condition required under
the Lease and Sublease.
4. Security Deposit. On or before thirty (30) days after the Termination
Date, Sublessor shall deliver to the Sublessee the security deposit in the
amount of Twenty One Thousand Five Hundred and Seventy Three Dollars and Thirty
Three Cents ($ 21, 573.33)
5. Binding Agreement. This Agreement shall be binding upon the parties,
their representatives, heirs, successors and assigns.
6. Counterparts. This Agreement may be executed in any number of
counterparts, each of6which shall be an original, but all of which taken
together shall constitute one and the same instrument.
(Signatures appear on the following page.)
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized representatives, as of the day and year first
above written.
LESSOR: Lake Partners, L.L.C., a North Carolina
limited liability company (SEAL)
By: Capital Associates Limited Partnership, a
North Carolina limited partnership, its
Manager (SEAL)
By: /s/ Xxxx X. Xxxxxx (SEAL)
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Xxxx X. Xxxxxx, General Partner
LESSEE: Virata (USA), Inc., a California
corporation
By: /s/ Xxxxx Xxxxxxxxxx
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(Corporate Seal) Name: Xxxxx Xxxxxxxxxx
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ATTEST:
Title: Vice President
By: -----------------------------------------
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Secretary
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SUBLESSEE: LipoScience, Inc., a Delaware
corporation
By: /s/ Xxxx X. Xxxxxxxxxx
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(Corporate Seal)
Name: Xxxx X. Xxxxxxxxxx
ATTEST: -----------------------------------------
By: /s/ Xxxxx Xxxxx Title: Executive Vice President and Chief
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Xxxxx Xxxxx Secretary Financial Officer
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