SUBLEASE AGREEMENT
DCN
EXHIBIT
10.11
This
Sublease Agreement (this "Sublease") is made effective as of September 29, 2010,
by and between CompleGen, Inc. ("Tenant"), and Atossa Genetics, Inc.
("Subtenant"). The Tenant has previously entered into a lease
agreement with Alexandria Real Estate Equities, Inc. (the "Landlord"), said
lease agreement dated June 26, 2006 (the "Prime Lease") with a First amendment
dated October 1, 2009, which is incorporated by reference and has been provided
to Subtenant. Tenant now desires to sublet the leased property to the
Subtenant and the Subtenant desires to sublet the leased property from the
Tenant. Therefore, the parties agree as follows:
PREMISES. Tenant,
in consideration of the payments provided in the Sublease, subleases to the
Subtenant laboratory rooms 622 and 621, located on the 6th floor
of the Seattle Life Sciences Building, at 0000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX
00000-0000 (the "Premises"). Subtenant shall share CompleGen’s leased
cold room (laboratory room 647), lunch room (Room 644) and conference room (Room
644A). A sketch of the Premises subject to this Sublease is attached
as Exhibit A.
TERM AND
POSSESSION. The term of this Sublease shall commence on
September 30, 2010, and unless terminated sooner pursuant to the terms of this
Sublease, it shall terminate in six months on March 31,
2011. Sublease will continue on a month to month basis at the
expiration of the original sublease term provided that either party may
terminate the option by giving two (2) months written notice. The
Subtenant shall be entitled to possession on the first day of the term of this
Sublease, and shall yield possession to the Tenant on the last day of the term
of this Sublease, unless otherwise agreed by both parties in writing, or sooner
if this Sublease is terminated pursuant to the terms of the Sublease by either
party.
SUBLEASE
PAYMENTS. The Subtenant shall pay to the Tenant monthly
payments of $3,657.05 per month, payable in advance on the first day of each
month. Sublease payments shall be made to the Tenant at 0000 Xxxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000-0000, which may be changed from time to
time by the Tenant upon providing written notice.
ADDITIONAL RENT. In
addition to Sublease payments, Subtenant agrees to pay to Tenant as additional
rent: (i) Subtenant’s share, equal to 13.25%, of “Net Operating
Expenses” as defined in the Prime Lease, which share is based on a formula of
1,296 square feet divided by 9,778 square feet, and (ii) any and all other
amounts Subtenant expressly assumes or agrees to pay under the provisions of
this Sublease, including, without limitation, any and all other sums that may
become due by reason of any default of Subtenant or failure to comply with the
agreements, terms, covenants and conditions of this Sublease to be performed by
Subtenant, after any applicable notice and cure period.
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SERVICES. The
Subtenant will arrange and pay separately to third parties for all Subtenant’s
communication needs, including but not limited to telephone, facsimile, copier
and internet access expenses. Charges for janitorial service will be
the responsibility of Subtenant.
SECURITY DEPOSIT. A
security deposit of $3,657.05 is due on signing of this agreement, provided that
this amount shall be refunded in full within 2 business days if the Tenant does
not obtain Landlord approval for this Sublease as contemplated below under the
caption “Landlord’s Consent.”
TENANT
IMPROVEMENTS. The passage way in the northwest corner of Room
622 to 625 shall be closed by a wall or other substantial structure to prevent
unauthorized access to 622 at a cost of up to $200.00 to the
Subtenant. Otherwise, the Subtenant shall accept the space in “as is”
condition. Subtenant shall be permitted to install security keypads,
at Subtenant’s expense, on its dedicated space in laboratory rooms 622 and
625. Upon request the Subtenant shall return the premises to its
original condition and configuration.
NOTICE. Notices
under this Sublease shall not be deemed valid unless given or served in writing
and forwarded by mail, postage prepaid, addressed as follows and sent to every
interested party:
TENANT:
Name: CompleGen,
Inc.
Address:
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx, PhD,
President & CEO
SUBTENANT:
Name: Atossa
Genetics, Inc.
Address: 0000
X Xxxxxxx Xx, Xxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxx, MD, PhD,
Chairman, President & CEO
LANDLORD:
Name: Alexandria
Real Estate Equities, Inc.
Address: 000
Xxxx Xxxxxxxx Xxxx, Xxxxx #000
Xxxxxxxx, XX 00000
Attention: General
Counsel
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Such
addresses may be changed from time to time by any party by providing notice to
the other interested party(ies) as described above.
GOVERNING LAW. This
Lease shall be construed in accordance with the laws of the State of
Washington.
LANDLORD'S
CONSENT. The Prime Lease requires the prior written consent of
the Landlord to any sublease of the Premises. The terms and
conditions of this Sublease are conditional upon the Landlord's written consent
to this Sublease. The Tenant agrees to use the Tenant's best efforts
to obtain such consent within 20 days of signing of the sublease, however this
must be obtained before the Subtenant may take possession. Should the
Landlord refuse to consent to this Sublease, this Sublease shall be null and
void and neither party shall have any further obligations or liabilities under
its terms.
INCORPORATION OF PRIME
LEASE. This Sublease Agreement is subject to all of the terms
of the Prime Lease with the same force and effect as if each provision of the
Prime Lease were included in this Sublease, excepting as otherwise provided
herein. Tenant covenants that it has provided Subtenant a full and complete copy
of the Prime Lease. All of the terms which Tenant is bound to comply
with under the Prime Lease shall, to the extent only that they apply to the
Premises and except as otherwise provided herein, be binding upon
Subtenant. All of the obligations of Landlord set forth in the Prime
Lease shall, to the extent that they apply to the Premises, inure to Subtenant's
benefit provided, however, that this shall not be construed to establish any
direct obligations on the part of the Landlord to Subtenant under the terms of
the Prime Lease, nor any direct obligation on the part of Subtenant to
Landlord. It is the intention of the parties that, except as
otherwise provided in this Sublease, the relationship between Tenant and
Subtenant shall be governed by the language of the various sections and the
covenants of the Prime Lease as if those sections were included in this Sublease
in full, and the words "Landlord", "Tenant" and "Lease" as used in the Prime
Lease, shall refer to, respectively, "Tenant", "Subtenant" and
"Sublease". To the extent that action is required by the Landlord to
effect the terms of the Prime Lease or Sublease, Tenant agrees to assist
Subtenant and use its best efforts to effect such action on the part of Landlord
in a commercially reasonable manner.
REPRESENTATION. Tenant
hereby represents to Subtenant that Tenant is using commercially reasonable best
efforts to comply with the terms of the Prime Lease and covenants that it will
use commercially reasonable best efforts to continue to comply with the terms of
the Prime Lease during the term of this Sublease.
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INDEMNIFICATION. (a)
Except to the extent caused by the negligence or willful misconduct of Tenant,
its agents, employees, contractors or invitees, Subtenant shall indemnify,
defend with counsel reasonably acceptable to Tenant and hold Tenant harmless
from and against any and all claims, liabilities, judgments, causes of action,
damages, costs and expenses (including reasonable attorneys' and experts' fees)
caused by or arising in connection with: (i) the use, occupancy or condition of
the Premises by Subtenant; (ii) the negligence or willful misconduct of
Subtenant or its agents, employees, contractors, or invitees; or (iii) a breach
of Subtenant's obligations under this Sublease or the provisions of the Prime
Lease assumed by Subtenant hereunder. Subtenant's indemnification of
Tenant shall survive termination of this Sublease. (b) Except to the
extent caused by the negligence or willful misconduct of Subtenant, its agents,
employees, contractors or invitees, Tenant shall indemnify, defend with counsel
reasonably
acceptable to Subtenant and hold Subtenant harmless from and against any and all
claims, liabilities, judgments, causes of action, damages, costs and expenses
(including reasonable attorneys' and experts' fees) caused by or arising in
connection with: (i) a breach of Tenant's representations or
obligations under this Sublease; (ii) a breach of Tenant's representations or
obligations under the Prime Lease to the extent
those obligations are not assumed by Subtenant under this Sublease; or (iii) the
negligence or willful misconduct of Tenant, its agents, employees, contractors
or invitees occurring on the Subleased Premises. Tenant's
indemnification of Subtenant shall survive termination of this
Sublease.
INSURANCE. The
Subtenant, at its sole cost and expense shall maintain during the Term of the
Sublease, risk property insurance in an amount reasonably expected to cover the
full replacement cost of all property and improvements installed or placed in
the Premises by the Subtenant at the Subtenant’s expense. The
Subtenant must have workers’ compensation insurance with no less than the
minimum limits required by law, employer’s liability insurance with such limits
as required by law and commercial general liability insurance with a minimum
limit of $2,000,000 per occurrence for bodily injury and property damage with
respect to the Premises. The commercial general liability insurance
policy shall name CompleGen and the Landlord Parties, Alexandria Real Estate
Equities, Inc., including its employees and agents as additional
insureds. A Certificate of Insurance consistent with the foregoing
terms must be submitted to the Landlord before taking possession of the
premises.
Dated: September
29, 2010
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TENANT
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SUBTENANT
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/s/ Xxxx Xxxxxxx
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/s/ Xxxxxx X. Xxxx
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CompleGen,
Inc.
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Atossa
Genetics, Inc.
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President
& CEO
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Chairman,
President & CEO
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DCN
Exhibit
A:
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