EXHIBIT 10.18
SUBLEASE
THIS SUBLEASE (the "Sublease") is made as of the 29th day of September,
1998, between HEALTHDESK CORPORATION, a California corporation, having its
principal place of business at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxxxxxx 00000 ("Sublandlord") and PATIENT INFOSYSTEMS ACQUISITION CORP., a
Delaware corporation, having its principal place of business at 00 Xxxxxx
Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 ("Subtenant").
RECITALS:
A. Sublandlord is tenant under an Office Lease (the "Prime Lease," a
complete copy of which is annexed hereto as Schedule A) dated September 11, 1995
with Xxxxxx Associates, a California limited partnership (the "Prime Lessor"),
relating to property identified as Suite 220 in Xxxxxx Plaza, 0000 Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxx, more particularly described in the Prime Lease, and
referred to herein as the "Premises."
B. Sublandlord desires to sublet to Subtenant, and Subtenant desires to
sublet from Sublandlord, all of the Premises.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereby agree:
1........Sublease. Sublandlord hereby subleases the Premises to
Subtenant, and Subtenant hereby subleases the Premises from Sublandlord, on the
terms and conditions hereinafter set forth.
2........Term of Sublease. The Sublease shall commence on the date
hereof (the "Commencement Date") and shall be a month-to-month tenancy
terminable upon 10 business days advance written notice by either party.
3........Rent. Subtenant shall pay Sublandlord the Rent at the office
of Sublandlord first above appearing, or at such other place as Sublandlord may
designate in writing. Rent shall be payable in equal monthly installments in
advance on the first day of each calendar month during the Term.
4........Occupancy. Subject to the terms and provisions hereinafter set
forth, Subtenant shall be permitted to enter into occupancy of the Premises on
the Commencement Date.
5........Prime Lease; Inapplicable Provisions. This Sublease is subject
to and subordinate to the Prime Lease, and all defined terms used herein, unless
otherwise indicated, shall have the meanings given to them in the Prime Lease.
The term "Landlord" as used in the Prime Lease shall refer to Sublandlord
hereunder, "Tenant" as used in the Prime Lease shall refer to Subtenant
hereunder, "Commencement Date" shall refer to the Commencement Date of this
Sublease and "Term" shall refer to the Term of this Sublease, except as
otherwise expressly provided in this Sublease. The obligations of Sublandlord in
the Prime Lease shall be the obligations of Subtenant hereunder, and Subtenant
assumes and shall perform all of the terms of the Prime Lease to be performed by
Sublandlord as tenant thereunder with respect to the Premises for the term of
this Sublease, except to the extent the provisions of the Prime Lease are
inconsistent with or are superseded or supplemented by specific terms and
provisions of this Sublease. The following provisions of the Prime Lease shall
not apply to this Sublease:
.........(a) The Term (paragraph 3(a));
.........(b) Security Deposit (paragraph 15);
.........(c) Rental Adjustment (paragraph 29);
.........(d) Taxes Payable by Tenant (paragraph 30); and
.........(e) Basic Operating Costs (Paragraph 38).
6. Prime Lease Indemnity. Subtenant 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 Lessor under the Prime Lease, and Subtenant shall indemnify and
hold Sublandlord harmless from and against all claims of any kind whatsoever by
reason of any breach or default on the part of Subtenant by reason of which the
Prime Lease may be terminated or forfeited.
7. "As Is" Condition. Subtenant has inspected the Premises and accepts
the same from Sublandlord in its present condition "as is." Subtenant
acknowledges and agrees with Sublandlord that neither Sublandlord, nor any
employee of Sublandlord, nor other party claiming to act on Sublandlord's behalf
has made any representation, warranty, estimation, or promise of any kind or
nature whatsoever relating to the physical condition of the Premises.
8. Prime Lessor Consent. The Sublease shall be of no force and effect,
and the parties shall have no rights or liabilities hereunder, until the terms
hereof are approved in writing by Prime Lessor. Either party can terminate this
Sublease if the contingency in the prior sentence has not been satisfied or
waived by September 30, 1998.
9........Miscellaneous.
.........(a) Each party warrants that it is authorized to enter into
the Sublease, that the person signing on its behalf is duly authorized to
execute the Sublease, and that no other signatures are necessary.
.........(b) All prior understandings and agreements between the parties
with respect to the subject matter hereof are merged within this Sublease, which
alone fully and completely sets forth the understanding of the parties. This
Sublease shall not be modified, altered or amended in any way except by
agreement in writing, signed by the parties hereto.
.........(c) The terms, covenants and conditions contained in this Sublease
shall be binding on and inure to the benefit of the parties hereto and their
respective permitted successors and permitted assigns.
.........(d) If any provision of the Sublease is invalid or unenforceable
to any extent, then that provision and the remainder of this Sublease shall
continue in effect and be enforceable to the fullest extent permitted by law.
.........(e) The parties chose this Sublease document because it is fair to
both parties. Therefore, the parties agree that it shall be construed as if both
parties were equally responsible for drafting the Sublease and the rule of
construction of construing against the drafter shall not apply.
.........(f) This Sublease shall be governed by the laws of the State of
California.
.........(g) This Sublease shall not be binding unless signed by both
parties and an originally signed counterpart is delivered to Subtenant.
.........(h) Subtenant warrants and represents to Sublandlord that this
Sublease and the transaction contemplated hereby is legally binding on, and
enforceable against Subtenant in accordance with its terms.
.........(i) Notices shall be sent and deemed to have been given as
provided in Paragraph 28 of the Prime Lease, to Sublandlord and Subtenant at
their addresses in the first paragraph of this Sublease.
INTENDING TO BE LEGALLY BOUND, this instrument has been executed as of
the day and year first appearing.
......... SUBLANDLORD:
......... EALTHDESK CORPORATION
......... By: /s/ Xxxxx X. Xxxxxx
--------------------
......... Name: Xxxxx X. Xxxxxx
......... Title: Chief Technical Officer
......... SUBTENANT:
......... PATIENT INFOSYSTEMS
......... ACQUISITION CORP.
......... By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
......... Name: Xxxxxx X. Xxxxxxxx
......... Title: President
