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EXHIBIT 10.9
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered effective the 1st day of August,
1998, by and between XXXXXX XXXXXX (hereinafter "Owner") and NUTRACEUTIX, INC.,
a Delaware corporation (hereinafter "Tenant");
For and in consideration of the covenants, terms, conditions, agreements
and payments as set forth in this Lease Agreement, the parties hereto agree as
follows:
1.0 PROPERTY - LEASE PREMISES:
Owner hereby leases to Tenant upon the terms and conditions hereof the
real property consisting of approximately 28,800 square feet in Owner's
buildings located at 1400 and 0000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx, which
shall hereinafter be referred to as the "Premises".
2.0 TERM:
The term of this Lease shall commence at 12:01 A.M. August 1, 1998 and
unless terminated earlier as provided for herein, shall end at 12:00 midnight
July 31, 2001.
3.0 RENT:
Tenant shall pay to Owner, at the address of Owner set forth below, the
following as rent for the Premises:
3.01 BASE RENT:
Tenant shall pay to Owner, at the address of Owner set forth below,
the following as rent for the Premises:
3.01 BASE RENT:
The base rental for the full term hereof shall be Five Hundred
Seventy Five Thousand Seven Hundred and Fifty Seven and 00/100 Dollars
($575,757.00). Said rental shall be payable in monthly installments (basic
monthly rental) per the following schedule;
YEAR RATE/SF/YEAR MONTHLY INSTALLMENT YEAR TOTAL
---- ------------ ------------------- ----------
1 $6.50 $15,600.00 $187,200.00
2 $6.6625 $15,990.00 $191,880.00
3 $6.8291 $16,389.75 $196,677.00
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Full term total $575,757.00
in advance on the first day of each month commencing on the Commencement Date
and continuing monthly for the term hereof.
3.02 ADDITIONAL RENT:
3.02.01 REAL ESTATE TAXES:
Tenant agrees to pay Owner, as additional rent, its
prorata share of the real estate and advalorem taxes including
any and all special assessments which may be levied or assessed
by any lawful authority for each calendar year during the lease
term.
3.02.02 INSURANCE:
Tenant agrees to pay Owner, as additional rent, its
prorata share of the cost of insurance for fire and extended
perils coverage, public liability and property damage in
reasonable amounts as determined by Owner.
3.02.03 REPAIRS AND MAINTENANCE:
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(a) Owner, at Owner's sole cost, agrees to maintain, repair and
replace, when necessary or appropriate, the interior structural
portions and the exterior of the Premises, including, but not by way
of limitation, the roof; foundation; walls and floor of the Premises.
Owner shall further pay the cost of replacement of any heating, air
conditioning and ventilation units serving the Premises.
(b) Owner shall be responsible for repairs and maintenance of
the heating, air conditioning, ventilator, electrical and plumbing
facilities provided such shall be done at the sole cost and expense of
Tenant. Owner shall further maintain and repair the exterior and
grounds of the Premises, including lawn maintenance and snow and ice
removal from sidewalks and parking lots, all at the sole cost and
expense of Tenant.
(c) Except as provided hereinabove, Tenant shall be responsible,
at its sole cost and expense, for all other repair and maintenance of
the Premises. Tenant shall, at the end of the term hereof, return the
Premises to Owner in substantially as good condition as when received
except for usual or ordinary wear and tear.
3.02.04 PRORATA SHARE:
Owner shall notify Tenant from time to time of the amount which
Owner estimates will be Tenant's monthly prorata share of the taxes as
provided in 3.02.01 above, insurance as provided in 3.02.02 above, and
repairs and maintenance as provided in 3.02.03(b) above for the
calendar year or portion thereof and Tenant shall pay to Owner such
amount monthly in advance on or before the first day of each month for
the calendar year. Owner shall submit to Tenant annually a statement
showing the taxes, insurance, repairs and maintenance to be paid by
Tenant during the preceding calendar year, the amount thereof paid by
Tenant during the preceding calendar year, and the amount of the
resulting balance due thereon, or overpayment thereof, as the case may
be. Any overpayment or underpayment shall be considered by the Owner
in setting the estimate of the Tenant's prorata share of said costs
for the succeeding calendar year.
"Tenant's prorata share" means that fraction, the numerator of
which is the gross leasable area of the demised premises agreed to be
28,800 square feet and denominator of which is the gross leasable area
of the Owner's building (including the demised premises) which is
agreed to be 28,800 square feet.
4.0 SECURITY DEPOSIT:
The Tenant shall tender upon the execution of this Lease and keep on
deposit with the Owner at all times during the term of this Lease, the sum of
Fourteen Thousand Two Hundred Eighty Three and 34/100 Dollars ($14,283.34) as
security for the payments by the Tenant of the rent and any other sums due
under this lease and for the faithful performance of all the terms, conditions
and covenants of this Lease. If at any time during the term of this Lease the
Tenant shall be in default in the performance of any provision of this Lease,
the Owner may (but shall not be required to) use any such deposit, or so much
thereof as necessary, in payment of any rent or
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any other sums due under this Lease in default, in reimbursement of any expense
incurred by the Owner and in payment of the damages incurred by the Owner by
reason of the Tenant's default, or at the option of the Owner, the same may be
retained by the Owner as liquidated damages. In such event, the Tenant shall,
on written demand of the Owner, forthwith remit to the Owner a sufficient
amount in cash to restore such deposit to its original amount. If such deposit
has not been utilized as aforesaid, such deposit, or as much thereof as has not
been utilized for such purposes, shall be refunded to the Tenant upon full
performance of this Lease by the Tenant. Owner shall have the right to
commingle such deposit with other funds of the Owner, Owner shall deliver the
funds deposited herein by the Tenant to any purchaser of the Owner's interest
in the Premises in the event such interest be sold, and thereupon, the Owner
shall be discharged from further liability with respect to such deposit.
Notwithstanding the above provisions of this section, if claims of the Owner
exceed the deposit provided for therein, the Tenant shall remain liable for the
balance of such claims.
5.0 PERSONAL PROPERTY TAXES:
Tenant shall be responsible and pay for any and all taxes and assessments
levied on Tenant's furniture, fixtures, equipment and items of a similar nature
located on the Premises.
6.0 UTILITIES:
Tenant shall be solely responsible for and promptly pay all charges for
heat, gas, electric, sewer service and any other utility service used or
consumed by Tenant on the leased Premises. In no event shall Owner be liable
for any interruption or failure in the supply of any such utility to the leased
Premises.
7.0 ALTERATION -- CHANGES AND ADDITIONS -- RESPONSIBILITY:
7.01 The Owner agrees to provide the Tenant, at its sole expense, the
shell for the demised premises.
7.02 Subject to Owner's prior written approval, Tenant may, during the
term of this Lease, at Tenant's sole expense make other changes or alterations
as Tenant may desire. At the end of this Lease, all such fixtures, equipment,
additions and/or alterations (except trade fixtures installed by Tenant) shall
be and remain the property of Owner; provided, however, Owner shall have the
option to require Tenant to remove any or all such fixtures, equipment,
additions and/or alterations and restore the leased Premises to the condition
existing immediately prior to such change and/or installation, normal wear and
tear excepted, all at Tenant's cost and expense.
7.03 All work shall be done in a good and workmanlike manner and shall
consist of new materials unless agreed to otherwise by Owner. Any and all
repairs, changes and/or modifications thereto shall be the responsibility and
at the sole cost of Tenant. Owner may require adequate security from Tenant
assuring no mechanic's liens on account of work done on the Premises by Tenant.
8.0 SIGN APPROVAL:
Tenant shall not install, paint, display, inscribe, place or affix,
or otherwise attach, any sign, picture, advertisement, notice, lettering or
direction on the outside of the Premises for exterior view without the written
consent of the Owner, which consent shall not be unreasonably withheld.
9.0 OBSERVANCE OF LAW:
Tenant shall comply with all provisions of law, including without
limitation, federal, state, county and city laws, ordinances and regulations
and any other governmental, quasi-governmental
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or municipal regulations which relate to the partitioning, equipment operation,
alteration, occupancy and use of the Premises, and the making of any repairs,
replacements, alterations, additions, changes, substitutions or improvements of
or to the Premises. Moreover, Tenant shall comply with all police, fire, and
sanitary regulations imposed by any federal, state, county or municipal
authorities, or made by insurance underwriters, and to observe and obey all
governmental and municipal regulations and other requirements governing the
conduct of any business conducted in the Premises.
10.0 WASTE AND NUISANCE:
Tenant shall not commit, suffer or permit any waste or damage or
disfiguration or injury to the Premises or the fixtures and equipment located
therein or thereon, or permit or suffer any overloading of the floors,
sidewalks or paved areas on the Premises.
11.0 GLASS AND DOOR RESPONSIBILITY - TENANT:
All glass and doors on the leased Premises shall be the responsibility
of the Tenant. Any replacement or repair shall be promptly completed at the
expense of the Tenant.
12.0 USE OF PREMISES:
Tenants shall use lease Premises for processing, manufacturing,
blending, and packaging of health supplements, pharmaceuticals, nutraceuticals,
feed additives, natural materials, microbials, herbs and phytochemicals,
vitamins, organic and in-organic chemicals, amino acids, and extracts of
various origins. This list is not all inclusive in that the natural products
industry is rapidly developing new products, materials and processes. Any other
use requires written consent. Owners approval will not be unreasonably withheld.
13.0 INSURANCE:
13.01 RESPONSIBILITY OF TENANT:
Tenant shall procure, pay for and maintain comprehensive public
liability insurance and property damage insurance providing coverage from any
loss or damage occasioned by an accident or casualty, arising from use of the
Premises by Tenant, its employees, agents, guests and invitees in amounts not
less than One Million Dollars ($1,000,000) for bodily injury and One Million
Dollars ($1,000,000) for property damage. Certificates of such insurance naming
Owner as an additional insured shall be delivered to Owner and shall provide
that said coverage shall not be changed, modified, reduced or cancelled except
upon thirty (30) days prior written notice to Owner.
13.02 RESPONSIBILITY OF OWNER:
Owner agrees to maintain throughout the term of this Lease
Agreement, one or more policies of fire and standard extended coverage
insurance that shall include the demised premises (excluding Tenant's
leasehold improvements, fixtures, equipment, merchandise and other personal
property from time to time located on the demised premises) providing
protection against perils included within the standard form of all-risk
insurance policy issued by insurance companies in the State of Colorado. Upon
request, the Owner shall provide the Tenant with a Certificate of Insurance as
required herein.
14.0 DAMAGE TO LEASED PREMISES:
In the event the leased Premises and/or the improvements of which the
leased Premises are a part shall be totally destroyed by fire or other casualty
or so badly damaged that, in the opinion of the Owner or Tenant, it is not
feasible to repair or rebuild same, Owner or Tenant shall have
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the right to terminate this Lease upon written notice to the other. If the
leased Premises shall be partially untenantable thereby, as determined by
Owner, and appropriate reduction of the rent shall be allowed for the
unoccupied portion of the leased Premises until repair thereof shall be
substantially completed. If the leased Premises are rendered untenantable
thereby, except if caused by Tenant's negligence, Tenant may, at its election,
terminate this Lease as of the date of the damage. If Tenant elects not to
terminate the Lease, the rent shall xxxxx in proportion to the loss of use of
the Premises by Tenant during such untenantability.
15.0 HAZARDOUS MATERIALS:
15.01 Tenant shall not cause or permit any Hazardous Material to be
brought upon, kept, or used in or about the Premises by Tenant, its agents,
employees, contractors, or invitees, except for such hazardous material as is
necessary or useful to Tenant's business.
15.02 Any Hazardous Material permitted on the Premises as provided herein
and all containers therefor, shall be used, kept, stored, and disposed of in a
manner that complies with all federal, state, and local laws or regulations
applicable to any such Hazardous Material.
15.03 Tenant shall not discharge, leak, or emit, or permit to be
discharged, leaked, or emitted, any material into the atmosphere, ground, sewer
system, or any body of water, if such material (as determined by the Owner or
any governmental authority) does or may pollute or contaminate the same, or may
adversely affect (a) the health, welfare, or safety of persons, whether located
on the Premises or elsewhere; or (b) the condition, use, or enjoyment of the
Premises.
15.04 As used herein, the term "Hazardous Material" means:
15.04.01 Any "hazardous waste" as defined by the Resource
Conservation and Recovery Act of 1976, as amended from time to time,
and regulations promulgated thereunder; and
15.04.02 Any "hazardous substance" as defined by the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as
amended from time to time, and regulations promulgated thereunder;
and
15.04.03 Any oil, petroleum products and their byproducts; and
15.04.04 Any substance which is or becomes regulated by any federal,
state, or local governmental authority.
15.05 Tenant agrees that it shall be fully liable for all costs and
expenses related to the use, storage, and disposal of Hazardous Material kept on
the Premises by the Tenant. Tenant shall defend, indemnify, and hold harmless
Owner and its agents from and against any claims, demands, penalties, fines,
liabilities, settlements, damages, costs, or expenses (including, without
limitation, attorneys' and consultant fees, court costs, and litigation
expenses) of whatever kind or nature, known or unknown, contingent or otherwise,
arising out of or in any way related to:
15.05.01 The presence, disposal, release, or threatened release of
any such Hazardous Material which affects soil, water, vegetation,
buildings, personal property, persons, animals, or otherwise;
15.05.02 Any personal injury (including wrongful death) or property
damage (real or personal) arising out of or related to such Hazardous
Material;
15.05.03 Any lawsuit brought or threatened, settlement reached, or
government order relating to such Hazardous Material; or
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15.05.04 Any violation of any laws applicable thereto. The
provisions of this paragraph shall be in addition to any other
obligations and liabilities Tenant may have to Owner at law or at
equity and shall survive the transactions contemplated herein and
shall survive the termination of this Lease.
16.0 INSPECTION AND RIGHT OF ENTRY TO PREMISES:
Owner and its agents shall have the right to enter the Premises at all
reasonable times for the purpose of examining or inspecting the same, to
supply any services to be provided by Owner to Tenant hereunder, to show the
same to prospective purchasers or tenants and to make such alterations,
repairs, improvements or additions, whether structural or otherwise, to the
Premises as Owner may deem necessary or desirable. Owner may enter by means of
a master key without liability to Tenant except for any failure to exercise due
care for Tenant's property and without affecting this Lease. Owner shall use
reasonable efforts on any such entry not to unreasonably interrupt or interfere
with Tenant's use and occupancy of the Premises and Owner shall notify Tenant
prior to entry except in cases of an emergency.
17.0 DEFAULT -- REMEDIES OF OWNER:
17.01 In an event of default in the terms hereof by Tenant and failure
of Tenant to cure such default within five (5) working days after written
notice of default from Owner, the Owner shall have the following rights and
remedies, in addition to all other remedies at law or equity, and none of the
following, whether or not exercised by the Owner, shall preclude the exercise
of any other right or remedy whether herein set forth or existing at law or
equity:
17.01.01 Owner shall have the right to terminate this Lease
by giving the Tenant notice in writing, and upon the giving of
such notice, this Lease and the term hereof as well as all the
right, title and interest of the Tenant under this Lease shall
wholly cease and expire in the same manner and with the same force
and effect on the date specified in such notice as if such date
were the expiration date of the term of this Lease, without the
necessity of re-entry or any other act on the Owner's part. Upon
termination, the Tenant shall quit and surrender to Owner the
Premises. If this Lease is so terminated by the Owner, the Owner
shall be entitled to recover from the Tenant as damages, in
addition to other costs, damages, charges or obligations under
this Lease, the worth at the time of such termination of the
excess, if any, of the amount of rent reserved in this Lease for
the balance of the term of this Lease (which shall be calculated
on the then current rent under this Lease) in excess of the then
reasonable rental value of the Premises for the same period plus
all costs and expenses of Owner caused by the Tenant's default.
17.01.02 Owner may, without demand, or notice, re-enter and
take possession of the Premises or any part thereof, repossess the
same and expel the Tenant and those claiming through or under the
Tenant, and remove the effect of any and all such persons
(forcibly, if necessary) without being deemed guilty of any manner
of trespass and without prejudice to any remedies for arrears of
rent or preceding breach of covenants. Should the Owner elect to
re-enter as provided in this Section 17.01, or should the Owner
take possession pursuant to legal proceedings or pursuant to any
notice provided for by the law, the Owner may, from time to time,
without terminating this Lease, relet the Premises or any part
thereof for such other conditions as the Owner may deem advisable,
with the right to make alterations and repairs to Premises. No
such re-entry or repossession of
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the Premises shall be construed as an election on the Owner's part
to terminate this Lease unless a written notice of termination is
given to the Tenant by the Owner. No such re-entry or repossession
of the Premises shall relieve the Tenant of its liability and
obligation under this Lease, all which shall survive such re-entry
or repossession. Upon the occurrence of such re-entry or
repossession, Owner shall be entitled to damages in the amount of
the monthly rent, and any other sums, which would be payable
hereunder if such re-entry or repossession had not occurred, less
the net proceeds, if any, of reletting of the Premises after
deducting all the Owner's expenses in connection with such
reletting, including, but without limitation, all repossession
costs, brokerage commissions, legal expenses, attorney's fees,
expenses of employees, alteration costs, and expenses of
preparation for such reletting. Tenant shall pay such liquidated
damages to the Owner on the days on which the rent or any other
sums due hereunder would have been payable if possession had not
been retaken. In no event shall the Tenant be entitled to receive
any excess, if any, of net rent collected by the Owner as a result
of such reletting over the sums payable by the Tenant to the Owner
hereunder.
17.01.03 No remedy herein or otherwise conferred upon or
reserved to Owner shall be considered exclusive of any other
remedy but shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law
or in equity or by Statute. Further, all powers and remedies
given by this Lease to Owner may be exercised, from time to time,
and as often as occasion may arise or as may be deemed expedient.
No delay or omission of Owner to exercise any right or power
arising from any default shall impair any such right or power or
shall be considered to be a waiver of such default or
acquiescence thereof. The acceptance of rental by Owner shall not
be deemed to be a waiver of any breach of any of the covenants
herein contained or of any of the rights of Owner to any remedies
herein given.
18.0 INDEMNIFICATION OF OWNER:
Tenant shall indemnify the Owner and save it harmless from and against
any and all loss (including loss of rentals payable by the Tenant in the event
of loss either directly or indirectly caused by commission or omission of
Tenant), claims, actions, damages, liability and expenses in connection with
loss of life, personal injury and damage to property arising from any
occurrence in, upon or at the Premises or any party thereof, or occasioned
wholly or in part by any act or omission of the Tenant, its agents,
contractors, employees, servants, licensees, or concessionaires or invitees or
by anyone permitted to be on the Premises by the Tenant. In case the Owner
shall, without fault on its part, be made a party to any litigation commenced
by or against the Tenant, then the Tenant shall protect and hold the Owner
harmless and shall pay all cost, expenses and reasonable attorneys' fees
incurred or paid by the Owner in connection with such litigation. All personal
property on the Premises shall be at the Tenant's sole risk, and Owner shall
not be liable for any damage done to or loss of such personal property, or for
damage or loss suffered by Tenant.
19.0 ASSIGNMENT OR SUBLETTING:
Tenant may not assign the Lease or sublet the leased Premises without
the consent of the Owner which consent shall not be unreasonably withheld.
20.0 QUIET ENJOYMENT:
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Owner agrees to warrant and defend Tenant in the quiet enjoyment and
possession of the Premises during the term of this Lease so long as Tenant is
not in default hereunder.
21.0 CONDEMNATION:
If more than twenty percent (20%) of the structural portion of the
Premises shall be taken by eminent domain, or by conveyance in lieu thereof,
and if such taking interferes substantially with the Tenant's use of the
Premises, then this Lease, at the option of either party evidenced by notice to
the other given within thirty (30) days from the taking or conveyance, shall
forthwith cease and terminate entirely. In the event of such termination of
this Lease, then rental shall be due and payable to the actual date of such
termination. If less than twenty percent (20%) of the Rentable Area of the
structural portion upon which the Premises is located, shall be taken, or if
more than twenty percent (20%) of the Premises is taken and neither party
terminates this Lease, this Lease shall cease and terminate as to that portion
of the Premises so taken as of the date of taking, and the rental thereafter
payable under this Lease shall be abated prorata from the date of such taking
in an amount by which that portion of the structural portion of the Premises so
taken shall bear to the structural portion of the Premises prior to such
taking. If any part of the building or real property shall be taken by eminent
domain, or by conveyance in lieu thereof, and if such taking substantially
interferes with the Owner's ownership or use of the building, the Owner, at its
option, may, upon thirty (30) days' notice to the Tenant, terminate this Lease
as of such taking. In any event, the Owner shall receive the entire award for
the land and improvements taken by condemnation.
22.0 SUBORDINATION:
This Lease shall be and is hereby made subordinate to any mortgage or
deed of trust which may now or hereafter encumber the building, and to all
renewals, modifications, consolidations, replacements and extensions thereof.
This clause shall be self-operative and no further instrument or subordination
need be required by any mortgagee. In confirmation of such subordination,
however, Tenant shall, at Owner's request, execute promptly any appropriate
certificate, subordination agreement or instrument that Owner may request.
23.0 OPTIONS:
23.01 OPTION TO EXTEND:
Upon full and complete performance of all the terms, covenants and
conditions herein contained by Tenant and payment of all rental due under the
terms hereof, Tenant shall be given the option to extend this Lease for an
additional two (2) year term. In the event Tenant desires to exercise said
option, Tenant shall give written notice of such fact to Owner not less than one
hundred twenty (120) days nor more than one hundred eighty (180) days prior to
the expiration of the then current term of this Lease. Upon the Owner's receipt
of the Tenant's notice of intent to exercise the option, the parties shall,
within thirty (30) days, negotiate the rental rate for the additional period.
If, within the thirty (30) days the parties are unable to agree on a rental rate
for the additional period, this Lease shall terminate upon its terms. If the
parties agree to a rental rate, this Lease Agreement shall be deemed to be
extended for the additional period.
25.0 INTEREST ON PAST DUE OBLIGATIONS:
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Any amount due to Owner not paid when due shall bear interest at one and
one-half percent (1 1/2%) per month from due date until paid. Payment of such
interest shall not excuse or cure any default by Tenant under this Lease.
26.0 LATE CHARGE:
The Owner shall have the right to collect from Tenant, in addition to
any amounts due above, a monthly collection service charge equal to five percent
(5%) of the payment for any payment due to Owner hereunder which is delinquent
ten days or longer.
27.0 MEMORANDUM OF LEASE-RECORDING:
The parties hereto agree this Lease shall not be recorded in the office
of the Clerk and Recorder of the county in which the leased Premises are
located. In order to effect public recordation, the parties hereto may, at the
time this Lease is executed, agree to execute a Memorandum of Lease
incorporating therein by reference the terms of this Lease, but deleting
therefrom any expressed statement or mention of the amount of rent herein
reserved, which instrument may be recorded by either party in the office of the
Clerk and Recorder of the court in which the leased Premises are located.
28.0 NOTICE:
All notices, demands, and requests which may or are required to be given
by either party to the other shall be in writing and shall be deemed to have
been properly given if served on Tenant or Owner by registered or certified
mail, postage prepaid, return receipt requested, addressed:
If to Tenant: NUTRACEUTIX, INC.
0000 000xx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxxxxx 00000
If to Owner: Xxxxxx Xxxxxx
0000 Xxxxx 000xx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
or at such other place as Tenant or Owner may from time to time designate in a
written notice to the other. Any notice given by mailing shall be effective as
of the second business day after mailing as shown by the receipt given therefor.
29.0 HOLDING OVER:
If after expiration of the term of this Lease, Tenant shall remain in
possession of the leased Premises and continue to pay rent without a written
agreement as to such possession, then Tenant shall be deemed a month-to-month
Tenant and the rental rate during such holdover tenancy shall be equivalent to
one hundred twenty five percent (125%) of the monthly rental paid for the last
month of tenancy under this Lease. No holding over by Tenant shall operate to
renew or extend this Lease without the written consent of Owner to such renewal
or extension having been first obtained.
30.0 MODIFICATIONS OR EXTENSIONS:
No modification or extension of this Lease shall be binding unless in
writing, signed by all parties hereto.
31.0 CONTROLLING LAW:
The Lease, and all terms hereof, shall be construed in accordance with
the laws of the State of Colorado.
32.0 BINDING UPON SUCCESSORS:
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The covenants and agreements herein contained shall bind and inure to the
benefit of Owner and Tenant and their respective successors. This Lease shall
be signed by the parties in duplicate, each of which shall be complete and
effective original Lease.
33.0 PARTIAL INVALIDITY:
If any term, covenant or condition of this Lease or the application
thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Lease or the application of such term,
covenant or condition to persons and circumstances other than those to which it
has been held invalid or unenforceable, shall not be affected thereby, and each
term, covenant and condition of this Lease shall be valid and shall be enforced
to the fullest permitted by law.
IN WITNESS WHEREOF, the parties have executed this Lease as of the date
hereof.
OWNER: XXXXXX XXXXXX
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XXXXXX XXXXXX
TENANT: NUTRACEUTIX, INC., a Delaware
corporation
By: /s/ XXXXXXXX X. ST. XXXX
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LEASE TERMINATION AND RELEASE
For and in consideration of the parties execution of the Lease described
in Exhibit A hereto the undersigned hereby terminate the Lease(s) described in
Exhibit B hereto effective the 1st day of August, 1998 and mutually release
each other from any further rights or obligations under said Lease(s).
Nutraceutix, Inc.
/s/ XXXXXXXX X. ST. XXXX 8/4/98
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By: Date
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Xxxxxx Xxxxxx Date
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EXHIBIT A
LEASE DATE: August 1, 1998
PARTIES: Xxxxxx Xxxxxx (Owner) and Nutraceutix, Inc. (Tenant)
PREMISES: 28,800 square feet in buildings located at 1400 and 0000
Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx.
TERM: Primary term commences at 12:01 A.M. August 1, 1998 and shall
end at 12:00 midnight on July 31, 2001.
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EXHIBIT B
LEASE #1
LEASE DATE: September 1, 1995
PARTIES: Xxxxxx Xxxxxx (Owner) and Nutraceutix, Inc. (Tenant)
PREMISES: 8,000 square feet in building located at 0000 Xxxxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxx.
TERM: Primary term commences at 12:01 A.M. December 1, 1995 and shall
end at 12:00 midnight on November 30, 1998.
LEASE #2
LEASE DATE: December 1, 1995
PARTIES: Xxxxxx Xxxxxx (Owner) and Nutraceutix, Inc. (Tenant)
PREMISES: 6,400 square feet in building located at 0000 Xxxxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxx.
TERM: Primary term commences at 12:01 A.M. February 1, 1996 and shall
end at 12:00 midnight on January 31, 1999.
LEASE #3
LEASE DATE: January 1, 1998
PARTIES: Xxxxxx Xxxxxx (Owner) and Nutraceutix, Inc. (Tenant)
PREMISES: 7,200 square feet in building located at 0000 Xxxxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxx.
TERM: Primary term commences at 12:01 A.M. January 1, 1998 and shall
end at 12:00 midnight on January 31, 1999.
