Exhibit 10.109
AGREEMENT OF SUBLEASE
---------------------
This Agreement of Sublease ("Sublease") is made and entered into as of
this ___ day of January, 2002, by and between Nexell of California, Inc., a
Delaware corporation, having an office at 0 Xxxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxxxx ("Sublessor") and Kadmus Pharmaceuticals, Inc., a California
corporation, having an office at 9 Parker, Suite ____, Irvine, California
("Sublessee").
W I T N E S S E T H
WHEREAS, an Industrial Lease (the "Lease") was entered into as of the
11th day of October, 1994 between The Irvine Company, a Michigan corporation
("Landlord"), and Xxxxxx Healthcare Corporation, a Delaware corporation,
("Xxxxxx") as Tenant, for that certain building located at 9 Parker, Irvine,
Orange County, California (the "Building"), with approximately fifty-nine
thousand six hundred (59,600) rentable square feet of space, for a term
commencing on January 23, 1997 and expiring on November 30, 2004 (the "Term") a
true, correct and complete copy of which Lease is attached hereto as Exhibit A;
---------
and
WHEREAS, Baxter assigned the Lease to Sublessor, formerly known as BIT
Acquisition Corp., a Delaware corporation ("BAC"), pursuant to the terms of that
certain Asset Purchase Agreement between Baxter and BAC, dated October 10, 1997;
WHEREAS, Sublessor desires to sublease to Sublessee and Sublessee
desires to sublease from Sublessor that certain rentable space designated as
Suite 150 of the Building, as described in Exhibit B, attached hereto and by
---------
this reference made a part hereof, with a stipulated size of eight thousand nine
hundred and four (8,904) rentable square feet of space (the "Sublease Premises")
approximately one thousand one hundred and one (1,101) square feet of which is
Building common space, for a term (the "Sublease Term") commencing on
_____________, 2002 (the "Sublease Commencement Date") and expiring on November
29, 2004 (the "Sublease Expiration Date"); and
WHEREAS, terms defined in the Lease and used herein shall have the same
meaning herein as so defined unless the same shall be redefined herein;
NOW, THEREFORE, for and in consideration of the above recitals, which
are hereby incorporated by reference, together with the mutual covenants and
conditions herein contained, and the sum of Ten Dollars ($10.00) in hand paid to
Sublessor, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby covenant
and agree as follows:
1. Demise of Premises. Subject to all the terms and conditions of this
------------------
Sublease, including without limitation, the condition precedent that Landlord
shall timely consent to this Sublease in accordance with the requirements of the
Lease and Section 28 hereof, Sublessor hereby leases to Sublessee and Sublessee
hereby hires from Sublessor the Sublease Premises for the Sublease Term. Should
Landlord not consent to this Sublease in accordance with the requirements of the
Lease and Section 28 hereof by the Sublease Commencement Date,
this Sublease shall be null and void. Sublessee covenants and agrees to accept
possession of the Sublease Premises on the Sublease Commencement Date broom
clean and otherwise in their present "as is" condition, it being understood and
agreed that neither Landlord nor Sublessor shall have any duty to alter,
remodel, improve, reconfigure or otherwise perform any work for the benefit of
Sublessee in the Sublease Premises as a condition to Sublessee's acceptance of
the Sublease Premises. Sublessee further acknowledges that neither Landlord nor
Sublessor has made any representation or provided any warranty to Sublessee
regarding the condition of the Building or the Sublease Premises or their
suitability for Sublessee's intended use, not expressly set forth in this
Sublease or otherwise expressly incorporated herein by reference to the Lease,
that Sublessee is accepting the Sublease Premises in its "as is" condition and
that Sublessee is relying solely on Sublessee's own inspections and evaluations
in making any such determinations and entering into this Sublease.
Notwithstanding the foregoing, Sublessee may provide written notice to Sublessor
of any repairs, reasonably required to the fume hoods, HVAC, electrical,
plumbing, and lighting systems and the roof within 30 days of entering the
Sublease Premises. Sublessor shall repair the items listed in such written
notice which it deems reasonably necessary to ensure that the fume hoods, HVAC,
electrical, plumbing, and lighting systems and roof are in good working
condition, at its sole cost and expense, provided that such repairs are not
required because of damage caused by the acts or omissions of Sublessee, its
agents, contractors, servants, employees, invitees or licensees. Sublessee may
enter the Sublease Premises on or after ___________, 2002 to install its
equipment, furniture and trade fixtures in the Sublease Premises, provided,
however, that the Landlord's consent to the Sublease shall have been obtained
and further provided that Sublessee shall comply with all the terms and
conditions of this Sublease.
2. Environmental. As required by Section 13 of this Sublease,
-------------
Sublessee shall fully comply with the terms and conditions of Section 5.3 of the
Lease, and prior to entering the Sublease Premises, Sublessee shall complete,
execute and deliver to Sublessor the Environmental Questionnaire referred to in
Section 5.3(c) of the Lease (a copy of the form of which is attached hereto as
Exhibit C). The completed Environmental Questionnaire shall be deemed
---------
incorporated into this Sublease for all purposes, and Sublessor shall be
entitled to rely fully on the information contained therein. Sublessor makes no
representations or warranties of any kind regarding Hazardous Materials, except
that it has complied with the terms of the Lease.
3. Sublease Rent. As base annual rent for the Sublease Premises ("Base
-------------
Rent"), Sublessee shall pay to Sublessor, commencing on the Sublease
Commencement Date and continuing through the Sublease Expiration Date, One
Hundred Ninety-Seven Thousand, Six Hundred and Sixty-Four Dollars ($197,664.00)
per annum, payable in monthly installments of Sixteen Thousand Four Hundred
Seventy-Two Dollars ($16,472.00) per month, each on the first day of each
calendar month during the Sublease Term. The applicable Base Rent for any
partial month shall be prorated and paid on the first day of such partial month.
4. Sublease Operating Expenses. In addition to Base Rent, Sublessee
---------------------------
shall pay to Sublessor, commencing on the Sublease Commencement Date and
continuing through the Sublease Expiration Date, fourteen and one tenth percent
(14.1%) of the Operating Expenses (as that term is defined in the Lease) payable
by Sublessor to Landlord (the "Sublease Operating Expenses"). Sublease Operating
Expenses payments shall be due and payable as and when the
2
Base Rent shall be due and payable to Sublessor. Attached hereto as Exhibit D is
---------
a written estimate of the Sublease Operating Expenses for the current Expense
Recovery Period (as defined in the Lease). Sublessor shall provide Sublessee
with a written estimate of the amount of the Sublease Operating Expenses prior
to the commencement of each subsequent Expense Recovery Period, provided that
Landlord has provided such a written estimate to Sublessor. If Sublessor has not
furnished its written estimate for any Expense Recovery Period, Sublessee shall
continue to pay Sublease Operating Expenses at the rates established for the
prior Expense Recovery Period; provided that when the new estimate is delivered
to Sublessee, Sublessee shall, at the next monthly payment date, pay any accrued
Sublease Operating Expenses based on the new estimate. Within thirty (30) days
after Sublessor's receipt of a statement of actual or prorated Operating
Expenses from Landlord, Sublessor shall provide a copy thereof to Sublessee and
the parties hereto shall within thirty (30) days thereafter make any payment or
allowance necessary to adjust Sublessee's estimated payments of Sublease
Operating Expenses, if any, to Sublessee's actual owed amounts as calculated
from the annual statement of Operating Expenses. Any delay or failure by
Sublessor in delivering any statement hereunder shall not constitute a waiver of
Sublessor's right to require Sublessee to pay Sublease Operating Expenses
pursuant hereto. Any amount due Sublessee shall be credited against installments
next coming due under this Section, and any deficiency shall be paid by
Sublessee together with the next installment; provided that if the amount due to
Sublessee is in excess of three months of Sublease Operating Expenses, Sublessor
shall refund the excess directly to Sublessee. Should Sublessee fail to object
in writing to Sublessor's determination of actual Sublease Operating Expenses
within Forty Five (45) days following delivery of Sublessor's expense statement,
Sublessor's determination of actual Sublease Operating Expenses for the
applicable Expense Recovery Period shall be conclusive and binding on the
parties and any future claims to the contrary shall be barred. Even though the
Sublease has terminated and the Sublessee has vacated the Sublease Premises,
when the final determination is made of Sublease Operating Expenses for the
Expense Recovery Period in which the Lease terminates, Sublessee shall upon
notice pay the entire increase due over the estimated expenses paid. Conversely,
any overpayment made in the event Sublease Operating Expenses decrease shall be
rebated by Sublessor to Sublessee. Notwithstanding the foregoing or anything
else to the contrary, Sublessee shall pay any and all maintenance and repair
costs for the package HVAC units and air handlers listed on Exhibit E, attached
---------
hereto, which HVAC Units and air handlers serve the Sublease Premises
exclusively.
5. Shared Building Expenses. In addition to Base Rent and Sublease
------------------------
Operating Expenses, Sublessee should pay Sublessor, commencing on the Sublease
Commencement Date and continuing through the Sublease Expiration Date, fourteen
and one tenth percent (14.1%) of the expenses (the "Shared Building Expenses")
for the shared building services (the "Shared Building Services") which are
listed on Exhibit F attached hereto. Shared Building Expenses should be due and
---------
payable as and when the Base Rent shall be due and payable to Sublessor.
Sublessee shall also pay, as part of Shared Building Expenses, Four Thousand
Four Hundred Dollars ($4,400.00) per year, for the use and maintenance of the
existing telephone system, due and payable in twelve (12) monthly installments
per year of Three Hundred Sixty Six Dollars and Sixty Seven Cents ($366.67)
each. The cost of ordinary maintenance for the DI/RO water treatment system
shall not be included in the Shared Building Expenses, and shall be borne solely
by the Sublessor provided, however, that Sublessee shall pay
3
fourteen and one tenth percent (14.1%) of all repair costs and the costs of the
regular bi-annual DI/RO water treatment system sanitation as part of the Shared
Building Expenses. Sublessee shall also pay fourteen and one tenth percent
(14.1%) of any and all costs for the glass wash/autoclave which are not covered
by Sublessor's service contract for the glass wash/autoclave, as part of the
Shared Building Expenses. Sublessor covenants and agrees to pay for the Shared
Building Services listed in Exhibit F in the ordinary course of business during
the Sublease Term, provided that Sublessee is not in default beyond any
opportunity to cure provided for in this Sublease. Except with respect to
damages (not including damages to Sublessor's business or consequential damages)
proximately caused by the gross negligence or willful misconduct of Sublessor,
Sublessor shall not be liable for damages or otherwise for any failure or
interruption of any of the aforementioned shared building services furnished to
the Sublease Premises and no such failure or interruption shall be deemed an
eviction or entitle Sublessee to terminate this Sublease or withhold or xxxxx
any rent due hereunder; provided, however, that notwithstanding the foregoing,
if the Sublease Premises should become unsuitable for Sublessee's use as a
consequence of a cessation of Shared Building Services which is due to events
within Sublessor's reasonable control (other than an interruption resulting from
a fire or other casualty, which shall be governed by the provisions of Section
19) (excluding, however, acts or omissions of Sublessee or Sublessee's agents,
contractors, servants, employees, invitees or licensees) (an "Interfering
Event"), then Tenant shall be entitled to an equitable abatement of Sublease
Rent, Sublease Operating Expenses and Shared Building Services to the extent of
the interference with Sublessee's use of the Sublease Premises occasioned
thereby from the date of the Interfering Event until the date the Shared
Building Services are restored to the Sublease Premises. If Sublessee continues
to use any part of the Sublease Premises to conduct its business, the Sublease
Rent, Sublease Operating Expenses and Shared Building Services will only xxxxx
for the untenantable part not used.
6. Security Deposit. Sublessee shall upon the execution of this
----------------
Sublease pay to Sublessor a security deposit in the amount of Sixteen Thousand
Four Hundred Seventy-Two Dollars ($16,472.00), equal to one month's Base Rent,
which sum shall be retained by Sublessor as security for the full, faithful and
timely performance of every provision of this Sublease to be performed by
Sublessee. If Sublessee defaults with respect to any provision of this Sublease,
including but not limited to the provisions relating to the payment of Base
Rent, Sublease Operating Expenses, or Shared Building Expenses, Sublessor may
use, apply or retain all or any part of the Security Deposit for the payment of
any Base Rent, Sublease Operating Expenses, or Shared Building Expenses or any
other sum in default, or for the payment of any other amount which Sublessor may
spend or become obligated to spend by reason of Sublessee's default, or to
compensate Sublessor for any other loss or damage which Sublessor may suffer by
reason of Sublessee's default. If any portion of the Security Deposit is so
used, applied or retained Sublessee will within ten (10) days after written
demand deposit cash with Sublessor in an amount sufficient to restore the
Security Deposit to its original amount. Sublessor will not be required to keep
the Security Deposit separate from its general funds and Sublessee will not be
entitled to interest on the Security Deposit. The Security Deposit will not be
deemed a limitation on Sublessor's damages or a payment of liquidated damages or
a payment of the Base Rent, Sublease Operating Expenses, or Shared Building
Expenses for the last month of the Sublease Term. If Sublessee fully, faithfully
and in a timely manner performs every provision of this Sublease to be performed
by it, the Security
4
Deposit or any balance of the Security Deposit will be returned to Sublessee
within sixty (60) days after the Sublease Expiration Date.
7. Payments Generally. All payments due Sublessor under this Sublease,
------------------
including without limitation, Base Rent, Sublease Operating Expenses and Shared
Building Expenses, shall be paid without setoff, demand, withholding or
counterclaim, in lawful money of the United States of America, at the office of
the Sublessor or at such other place as Sublessor may designate in writing. The
parties agree that Base Rent is based on the stipulated rentable square footage
of the Sublease Premises multiplied by the rental rate of One Dollar and
Eight-Five Cents ($1.85) per square foot per month. Sublessee's obligation to
pay accrued rent shall survive the expiration or any earlier termination of the
Sublease Term.
8. Signage. Without Sublessor's and Landlord's prior written
-------
permission, Sublessee will not attach any sign on any part of the outside of the
Building or the Subleased Premises, or in the halls, lobbies, windows or
elevator banks of the Building. Permitted signs will comply with requirements of
the governmental authorities having jurisdiction over the building. At its
expense, Sublessee will maintain all permitted signs and will, at the end of
this Sublease, and at its expense, remove all such permitted signs and repair
any damage caused by such removal. Sublessor may remove all unpermitted signs
without notice to Sublessee and at the expense of Sublessee. Sublessee shall be
permitted to install a sign on the primary glass entry door to the building, at
"eyebrow height", provided that such sign complies with the requirements of this
Section, is approved by Sublessor (whose approval shall not be unreasonably
withheld) and is approved by Landlord.
9. Parking. Sublessee shall be entitled to twenty five (25) of the
-------
Building parking spaces to which Sublessor is entitled under the Lease (in
accordance with the terms and conditions set forth in Section 6.4 of the Lease),
which spaces shall be unreserved and unassigned.
10. Additional Facilities. Sublessor shall, on a reasonable efforts
---------------------
basis and subject to all the terms and conditions of this Section 10, arrange
for the following facilities (the "Facilities") to be available to Sublessee
during the Sublease Term:
(a) access to the glass wash/autoclave; and
(b) access to the DI/RO water system.
Sublessee acknowledges that Sublessor is not guaranteeing the full-time,
unrestricted use and availability of the Facilities. Sublessee shall fully
cooperate with Sublessor and any other Subtenant of Sublessor regarding the use
of the Facilities and coordination thereof, such that Sublessee's use of the
Facilities shall not interfere with or disrupt Sublessor's use of the
Facilities. Sublessee agrees to fully abide by Sublessor's overall rules,
policies and regulations covering the use of the Facilities. Sublessee shall use
the Facilities at Sublessee's own risk and Sublessor shall not be responsible
for any loss or damage incurred by Sublessee in using the Facilities, unless
caused by Sublessor's gross negligence or willful misconduct (but in no event
5
shall Sublessor be responsible for damages to Sublessee's business or
consequential damages). Sublessor, in its sole and absolute discretion, may deny
Sublessee access to the Facilities if Sublessee unreasonably interferes with or
disrupts Sublessor's use of the Facilities, fails to observe, or disregards
Sublessor's rules, policies and regulations governing the use of the Facilities
or if Sublessee is in default, beyond any opportunity to cure provided for under
this Sublease, with respect to any of its obligations under this Sublease.
11. Representations and Warranties.
------------------------------
(a) Sublessor hereby represents and warrants that:
(1) Sublessor's is not in default under any of the terms,
covenants or conditions of the Lease and to the best of
Seller's knowledge no event has occurred or condition
exists which, with the giving of notice or lapse of time,
or both, would constitute a default under the Lease.
Sublessor has not received any written notice of any such
default from Landlord.
(2) Sublessor's interest in the Sublease Premises is not
encumbered by any prior transfer, assignment, mortgage or
other encumbrance. Sublessor has full and lawful authority
to sublease the Sublease Premises upon the terms and
conditions set forth in this Sublease.
(3) The execution, delivery and performance of this Sublease by
Sublessor has been duly authorized by all requisite
corporate action of Sublessor, and this Sublease is the
lawful, valid and binding obligation of Sublessor.
(b) Sublessee hereby represents and warrants that:
(1) Sublessee has full and lawful authority and financial
capacity to sublease the Sublease Premises upon the terms
and conditions set forth in this Sublease.
(2) The execution, delivery and performance of this Sublease by
Sublessee has been duly authorized by all requisite
corporate action of Sublessee, and this Sublease is the
lawful, valid and binding obligation of Sublessee.
12. Use. Sublessee shall use and occupy the Sublease Premises for
---
research laboratory and general office usage only, subject to the terms and
conditions of Article V of the Lease, and for no other purpose.
13. Subordination. The parties agree that this Sublease is in all
-------------
respects subject and subordinate to the Lease, and to all of the terms and
conditions thereof, and to anything to which the Lease is or becomes subject and
subordinate. Sublessee shall duly and fully keep, observe and perform each and
every term, provision, covenant and condition on
6
Sublessor's part to be kept, observed and performed pursuant to the Lease and in
connection with Sublessee's use and occupancy of the Sublease Premises.
Sublessor shall (a) pay, as and when due all rent and other charges due to the
Landlord under the Lease, and (b) duly and fully keep, observe and perform each
and every term, provision, covenant and condition on Sublessor's part to be
kept, observed and performed pursuant to the Lease.
In furtherance of the foregoing, Sublessee shall not take any action or
do or permit to be done anything which is or may be prohibited, a breach or
default under the Lease, or any other instrument to which this Sublease is
subordinate, or would result in any additional cost or other liability to
Sublessor. Sublessee shall execute promptly any certificate confirming such
subordination that Sublessor may request.
In the event of any inconsistency between this Sublease and the Lease,
such inconsistency shall be resolved in favor of that obligation or restriction
which is more restrictive of Sublessee, as the case may be.
Sublessee shall not make any claim against Sublessor for any damage
which may result from, nor shall Sublessee's obligations hereunder (including
Sublessee's obligation to pay Base Rent, Sublease Operating Expenses, Shared
Building Expenses or any other amount payable by Sublessee under this Sublease
when due) be impaired by reason of, (a) the failure of Landlord to keep, observe
or perform any of its obligations under the Lease or (b) the acts or omissions
of Landlord or any of its agents, contractors, servants, employees, invitees or
licensees.
14. Default.
-------
(a) The occurrence of any one or more of the following events (the "Events
of Default") shall constitute a default and breach of this Sublease by
Sublessee:
(1) Failure by Sublessee to make any payment of Base Rent, Sublease
Operating Expenses, Shared Building Expenses or any other payment
required to be made by Sublessee under this Sublease when due,
where the failure continues for a period of two (2) business days
after written notice from Sublessor to Sublessee; provided
however, that any such notice shall be in lieu of, and not in
addition to, any notice required under California Code of Civil
Procedure Section 1161 and 1161(a) as amended;
(2) The failure by Sublessee to observe or perform any of the
covenants, conditions or provisions of this Sublease or the Lease
to be observed or performed by Sublessee, other than as described
in Subsection (a)(1) above, where such failure continues for a
period which is the lesser of (a) ten (10) days after written
notice is given by Sublessor to Sublessee or (b) where such
failure relates to a covenant, condition or provision of the
Lease, the period of grace, if any, set forth therein as reduced
by the terms of Section 21(d) of this Sublease;
7
(3) This Sublease or the Sublease Premises or any part of the Sublease
Premises are taken upon execution or by other process of law
directed against Sublessee, or are taken upon or subjected to any
attachments by any creditor of Sublessee or claimant against
Sublessee, and such attachment is not discharged within fifteen
(15) days after its levy;
(4) Sublessee files a petition in bankruptcy or insolvency or for
reorganization or arrangement under the bankruptcy laws of the
United States or under any insolvency act of any state, or its
dissolved, or makes an assignment for the benefit of creditors;
(5) Involuntary proceedings under any such bankruptcy laws or
insolvency act or for the dissolution of Sublessee are instituted
against Sublessee, or a receiver or trustee is appointed for all
or substantially all of Sublessee's property, and such proceeding
is not dismissed or such receivership or trusteeship is not
vacated within sixty (60) days after such institution or
appointment;
(6) Sublessee fails to take possession of the Sublease Premises on the
Sublease Commencement Date;
(7) A mechanic's or other lien is filed against the Sublease Premises
or the Building in respect of any labor or materials performed or
supplied for Sublessee or in respect of any indebtedness of
Sublessee, which lien is not removed within ten (10) days after
the filing thereof.
(b) If an Event of Default occurs, at any time after the occurrence, with
or without additional notice or demand and without limiting Sublessor's
rights or remedies as a result of the Event of Default, Sublessor may
do any one or more of the following:
(1) Terminate Sublessee's right to possession of the Sublease Premises
by any lawful means, in which case this Sublease shall terminate
and Sublessee shall immediately surrender possession of the
Sublease Premises to Sublessor. In such event, Sublessor shall be
entitled to recover from Sublessee all damages incurred by
Sublessor by reason of the Event of Default by Sublessee including
but not limited to the reasonable cost of recovering possession of
the Sublease Premises, expenses of reletting, the cost to remove,
store and dispose of any of Sublessee's trade fixtures or other
property within the Sublease Premises, the cost of any repairs to
or of the Sublease Premises occasioned thereby or to put the
Sublease Premises in the same condition as Sublessee would be
required to do upon any surrender of same hereunder, reasonable
attorneys' fees, real estate commissions actually paid, and the
worth at the time of award by a court having jurisdiction of the
amount by which the unpaid rent for the balance of the Sublease
8
Term exceeds the amount of Base Rent for the same period which
Sublessee proves could be reasonably avoided by reletting of the
Sublease Premises or otherwise;
(2) Maintain Sublessee's right to possession, in which case this
Sublease shall continue in effect whether or not Sublessee shall
have abandoned the Sublease Premises. In such event, Sublessor
shall be entitled to enforce all of its rights and remedies under
this Sublease, including the right to recover Base Rent, Sublease
Operating Expenses and Shared Building Expenses as they become
due; and
(3) Take all available legal actions to recover any other amount
necessary to compensate Sublessor for all the detriment
proximately caused by Sublessee's failure to perform its
obligations under this Sublease or which in the ordinary course of
things would be likely to result from such failure; and
(4) Without demand or notice, re-enter and take possession of the
Sublease Premises or any part of the Sublease Premises; repossess
the Sublease Premises; expel the Sublessee from the Sublease
Premises and those claiming through or under Sublessee; and remove
the effects of both or either, without being deemed guilty of any
manner of trespass and without prejudice to any remedies for
arrears of rent or preceding breach of covenants or conditions. If
Sublessee elects to re-enter as provided in this paragraph or if
Sublessor takes possession of the Sublease Premises pursuant to
legal proceedings or pursuant to any notice provided by law,
Sublessor may, from time to time, without terminating this
Sublease, relet the Sublease Premises or any part of the Sublease
Premises, either alone or in conjunction with other portions of
the Building, in Sublessor's or Sublessee's name but for the
account of Sublessee, for such term or terms (which may be greater
or less than the period which would otherwise have constituted the
balance of the Sublease Term) and on such terms and conditions
(which may include concession of free rent, and the alteration and
repair of the premises) as Sublessor, in its sole and absolute
discretion, may determine. Sublessor may collect and receive the
rents for the Sublease Premises. Sublessor will not be responsible
or liable for any failure to relet the Sublease Premises, or any
part of the Sublease Premises, or for any failure to collect any
rent due upon such reletting. No such re-entry or taking
possession of the Sublease Premises by Sublessor will be construed
as an election on Sublessor's part to terminate this lease unless
a written notice of such intention is given to Sublessee. No
notice from Sublessor under this Sublease or under a forcible
entry and detainer statute or similar law will constitute an
election by Sublessor to terminate this Sublease unless such
notice specifically says so. Sublessor reserves the right
following any
9
such re-entry or reletting, or both, to exercise its right to
terminate this Sublease by giving Sublessee such written notice,
and in that event the Sublease will terminate as specified in such
notice; and
(5) Pursue any other remedy available to Sublessor under the Lease or
the laws of the State of California.
(c) If Sublessor elects to take possession of the Sublease Premises,
without terminating the Sublease, Sublessee will pay Sublessor the Base
Rent, Sublease Operating Expenses, Shared Building Expenses and other
sums which would be payable under this Sublease if such repossession
had not occurred, less the net proceeds, if any, of any reletting of
the Sublease Premises after deducting all of Sublessor's expenses
incurred in connection with such reletting, including without
limitation all repossession costs, brokerage commissions, legal
expenses, attorneys' fees, expenses of employees, alteration,
remodeling and repair costs, and expenses of preparation for such
reletting. If, in connection with any reletting, the new sublease term
extends beyond the existing term or the premises covered by such
reletting include areas which are not part of the Sublease Premises, a
fair apportionment of the rent received from such reletting and the
expenses incurred in connection with such reletting will be made in
determining the net proceeds received from such reletting. In addition,
in determining the net proceeds from such reletting, any rent
concessions will be apportioned over the term of the new sublease.
Sublessee will pay such amounts to Sublessor monthly on the days on
which the Base Rent, Sublease Operating Expenses, Shared Building
Expenses and all other amounts owing under this Sublease would have
been payable if possession had not been retaken and Sublessee will be
entitled to receive the Base Rent, Sublease Operating Expenses, Shared
Building Expenses and other amounts from Sublessee on each such day.
15. Incorporation of Terms. The terms, provisions, covenants,
----------------------
stipulations, conditions, rights, obligations, remedies and agreements contained
in the Lease, to the full extent that they apply to Sublessee's use and
occupancy of the Sublease Premises, are incorporated in this Sublease by
reference and are made a part hereof as if herein set forth at length, and such
terms, provisions, covenants, stipulations, conditions, rights, obligations,
remedies and agreements are hereby accepted and agreed and assumed by and
imposed upon the parties hereto, Sublessor being substituted for Landlord under
the Lease, and Sublessee being substituted for Tenant under the Lease, except as
may be otherwise expressly provided for in this Sublease. Without limiting the
generality of the foregoing, Sublessee shall have the obligations to provide
insurance required by this Sublease and the Lease (which insurance shall name
Sublessor as a loss payee (in addition to any other required loss payees,
additional insureds or named insureds) and shall provide a "waiver of
subrogation" for the benefit of Sublessor in addition to Landlord), to maintain
and make repairs to the Sublease Premises (except as provided in Section 1 of
this Sublease), to indemnify (to the extent that a claim for indemnification is
not caused solely by the negligent acts, omissions or willful misconduct of
10
Sublessor), to comply with applicable laws, regulations and other legal and
insurance company requirements, including, without limitation and whether or not
specified in the Lease, applicable federal, state or local laws, ordinances and
regulations relating to the environment, hazardous materials, hazardous
substances, hazardous waste, infectious waste, toxic materials, regulated
materials and substances and the like, health and safety laws, the Americans
with Disabilities Act, zoning regulations, fire and building codes, occupancy
and permit requirements required for Sublessee's intended use, and applicable
life safety codes (provided that Sublessee shall not be obligated to correct or
remediate any noncompliance with applicable laws, regulations and other legal
and insurance company requirements which existed before the Sublease
Commencement Date and which are not caused by, attributable to, or contributed
to by Sublessee, its agents, contractors, servants, employees, invitees or
licensees) and to perform all such other obligations with respect to the
Sublease Premises as are required to be performed by Sublessee under the terms
of the Lease and Sublessor shall be afforded all of the rights, remedies and
benefits afforded to Landlord under the Lease. Any event which shall constitute
a basis for default by any tenant or subtenant under the Lease shall also be an
event constituting a default by Sublessee hereunder. In no event shall Sublessor
have any obligation to construct any tenant improvements to the Sublease
Premises. In no event shall Sublessee have the right to any rent offsets or
abatements provided for in the Lease (except as provided in Sections 5 and 19,
and Sublessee shall also have the right to xxxxx Sublease Operating Expenses in
proportion to any abatement of Sublessor's Operating Expenses by Landlord and in
proportion to how such abatement of Operating Expenses affects the Sublease
Premised) or the right to assign or sublet the Subleased Premises (except as
provided in Section 18), to make alterations to the Subleased Premises or to
exercise any options, including, without limitation, any options to expand the
Subleased Premises, to lease additional space or to extend the term of this
Sublease or the Lease. The following Articles, Sections and Exhibits of the
Lease are not incorporated by reference into this Sublease and are not
applicable to Sublessor, by substitution of Sublessor for Landlord, or to
Sublessee, by substitution of Sublessee for Tenant, as the case may be: Articles
I, II, III, XI, XII, XIV, XV, XVI, XVIII, Sections 4.1, 4.3, 5.3(f), 6.1, 7.3,
9.1, 9.2, 9.3, 13.1, 14.8, 22.8, 22.9 and Exhibits B, X and X-1.
11
16. Indemnification. Sublessee shall indemnify and hold harmless
---------------
Sublessor from and against any and all loss, costs, damages, expenses and
liabilities (including but not limited to reasonable attorneys' fees) which
Sublessor may incur or pay out by reason of (i) any injuries to persons or
damage to property occurring in, on or about the Sublease Premises, except to
the extent attributable solely and directly to acts or omissions of Sublessor or
any of Sublessor's agents, contractors, servants, employees, invitees or
licensees (ii) any breach or default hereunder on Sublessee's part, (iii) any
work done in or to the Sublease Premises by Sublessee or (iv) any act or
negligence on the part of Sublessee, Sublessee's agents, contractors, servants,
employees, invitees or licensees. Sublessee shall indemnify Sublessor against,
and hold Sublessor harmless from, all liabilities, damages, penalties, claims
and expenses (including, without limitation, attorneys' fees and other costs)
which are paid or incurred by Sublessor as a result of the nonperformance or
non-observance of the obligations by Sublessee under this Sublease. Sublessor
shall indemnify and hold harmless Sublessee from and against any and all actual
damages which Sublessee may incur or pay out, solely and directly by reason of
Sublessor's breach of this Sublease.
17. Contractor Insurance.
--------------------
(a) In addition to the insurance required of Sublessee under the
Lease, Sublessee shall require any contractor of Sublessee
performing work on the Sublease Premises to carry and maintain, at
no expense to Sublessor,
(i) comprehensive general liability insurance, including
contractor's liability coverage, contractual liability
coverage, completed operations coverage, broad form property
damage endorsement and contractor's protective liability
coverage, to afford protection with limits, for each
occurrence, of not less than Five Million Dollars
($5,000,000.00) with respect to personal injury, death,
property damage; and
(ii) worker's compensation or similar insurance in form and
amounts required by law.
18. Assignment or Subletting.
------------------------
(a) Sublessee expressly covenants that it shall not assign (whether by
operation of law or otherwise), pledge or otherwise encumber this
Sublease, or sublet all or any portion of the Sublease Premises,
except that Sublessee may assign or sublet the Sublease Premises
to its affiliate, Pharmdell, Inc., a California corporation,
("Pharmdell"), or as provided in Subsection (c) of hereof, with
the prior written consent of Sublessor and Landlord (as required
in the Lease) and on the terms and conditions set forth in this
Section 18 and further provided that Sublessee shall not be
released or discharged from any obligation under this Sublease by
such an assignment or sublease and that it shall remain jointly
and
12
severally liable under this Sublease. This Section shall in no way
be construed or interpreted to allow Sublessee to assign, sublease
or to otherwise transfer an interest in this Sublease to any
entity or person other than Pharmdell and as provided in
Subsection (c) hereof. Sublessor reserves the right to transfer
and assign its interest in and to this Sublease to any entity or
person who shall succeed to Sublessor's interest in and to the
Lease. Any transfer of an equity interest in Sublessee resulting
in a change of control shall be deemed to be an assignment of this
Sublease.
(b) In the event Sublessee wishes to transfer an interest in this
Sublease to Pharmdell, it shall first notify Sublessor of its
desire and shall submit in writing to Sublessor: (1) the nature of
Pharmdell's business to be carried on in the Sublease Premises;
(2) the terms and provisions of any proposed sublease or
assignment, including a copy of the proposed sublease or
assignment form; (3) evidence of insurance of Pharmdell complying
with the terms of this Sublease and the Lease; (4) a completed
Environmental Questionnaire from Pharmdell; and (5) any other
information requested by Sublessor and reasonably related to the
transfer, including without limitation, any information required
by Landlord under the Lease. Sublessor shall not unreasonably
withhold its consent, provided: (1) the use of the Sublease
Premises will be consistent with the provisions of this Sublease
and the Lease; (2) Pharmdell continues to be an affiliate of
Sublessee; (3) Pharmdell has not been required by any prior
landlord, lender or governmental authority to take remedial action
in connection with Hazardous Materials contaminating a property
arising out of Pharmdell's actions or use of the property in
question and is not subject to any enforcement order issued by any
governmental authority in connection with the use, disposal or
storage of a Hazardous Material; (4) at Sublessor's election,
insurance requirements shall be brought into conformity with
Landlord's then current leasing practice; (5) Pharmdell
demonstrates that it is financially responsible by submission to
Sublessor of all reasonable information as Sublessor may request
concerning Pharmdell. including but not limited to, a balance
sheet of Pharmdell as of a date within ninety (90) days of the
request for Sublessor consent and statements of income or profit
and loss of Pharmdell for the two year period preceding the
request for Sublessor's consent; (6) the proposed assignment or
sublease will not impose additional burdens or adverse tax effects
on Sublessor; (7) Pharmdell is not a competitor of, and does not
compete in any way with Sublessor or any of its affiliated
entities; (8) Pharmdell is acceptable as a subtenant or assignee
to Landlord under the terms of the Lease and Landlord's consent
has been obtained (any and all costs and expenses of obtaining
such consent shall be borne by Sublessee); and (9) Sublessee is
not in default under the terms of this Sublease. Sublessee
acknowledges that if Sublessee has any exterior sign rights
13
under this Lease, such rights are personal to Sublessee and may
not be assigned or transferred without Sublessor's prior written
consent.
(c) In the event Sublessee wishes to transfer an equity interest in
Sublessee resulting in a change of control, which transfer would
constitute an assignment of this Sublease, it shall first notify
Sublessor of its desire and shall submit in writing to Sublessor:
(1) the nature of the business to be carried on in the Sublease
Premises after the change in control; (2) that any and all
transferees have not been required by any prior landlord, lender
or governmental authority to take remedial action in connection
with Hazardous Materials contaminating a property arising out of
its actions or use of the property in question and it is not
subject to any enforcement order issued by any governmental
authority in connection with the use, disposal or storage of a
Hazardous Material; (3) evidence of continuing insurance of
Sublessee complying with the terms of this Sublease and the Lease;
(4) a new Environmental Questionnaire from Sublessee; and (5) any
other information requested by Sublessor and reasonably related to
the change of control, including without limitation, any
information required by Landlord under the Lease. Sublessor shall
not unreasonably withhold its consent, provided: (1) the use of
the Sublease Premises will be consistent with the provisions of
this Sublease and the Lease; (2) any and all transferees have not
been required by any prior landlord, lender or governmental
authority to take remedial action in connection with Hazardous
Materials contaminating a property arising out of any transferee's
actions or use of the property in question and is not subject to
any enforcement order issued by any governmental authority in
connection with the use, disposal or storage of a Hazardous
Material; (3) at Sublessor's election, insurance requirements
shall be brought into conformity with Landlord's then current
leasing practice; (4) Sublessee demonstrates that it shall
continue to be financially responsible by submission to Sublessor
of all reasonable information as Sublessor may request concerning
Sublessee and the transferees, including but not limited to, a
balance sheet as of a date within ninety (90) days of the request
for Sublessor consent and statements of income or profit and loss
of Sublessee and any and all transferees for the two year period
preceding the request for Sublessor's consent; (5) the proposed
change in control will not impose additional burdens or adverse
tax effects on Sublessor; (6) any and all transferees are not
competitors of, and do not compete in any way with Sublessor or
any of its affiliated entities; (7) any and all transferees are
acceptable to Landlord under the terms of the Lease and Landlord's
consent has been obtained (any and all costs and expenses of
obtaining such consent shall be borne by Sublessee); and (8)
Sublessee is not in default under the terms of this Sublease.
Sublessee acknowledges that if Sublessee has any exterior sign
rights under this Lease, such rights are
14
personal to Sublessee and may not be assigned or transferred
without Sublessor's prior written consent.
19. Casualty and Eminent Domain. If the whole or any part of the
---------------------------
Sublease Premises shall be damaged by fire or other casualty or taken in an
eminent domain proceeding and the Lease is not terminated on account thereof by
Landlord or Sublessor, then this Sublease shall remain in full force and effect
and Sublessee's obligation to pay Base Rent, Sublease Operating Expenses and
Shared Building Expenses shall xxxxx only proportionate to the extent that the
Basic Rent and Operating Expenses for the Sublease Premises shall xxxxx under
the terms of the Lease.
20. Sublessor's Right of Access. Landlord, Sublessor, and their
---------------------------
agents, employees and contractors may enter the Sublease Premises at (a) any
time in response to an emergency; and (b) at reasonable hours upon notice to
Sublessee and when accompanied by a representative of Sublessee to (i) inspect
the Sublease Premises, (ii) exhibit the Sublease Premises to prospective
purchasers, lenders, or sublessees, (iii) determine whether Sublessee is
complying with its obligations under this Sublease, (iv) supply any other
service which this Sublease requires Sublessor or Landlord to provide, (v) post
notices of nonresponsibility or similar notices, or (vi) make repairs which this
Sublease requires Sublessor or Landlord to make; however, all such work will be
done as promptly as reasonably possible and so as to cause as little
interference to Sublessee as reasonably possible. Sublessee waives any claim on
account of any injury or inconvenience to Sublessee's business, interference
with Sublessee's business, loss of occupancy or quiet enjoyment of the Sublease
Premises, or any other loss occasioned by such entry, unless caused by the gross
negligence or willful misconduct of Sublessor. Sublessor and Landlord will at
all times have a key with which to unlock all of the doors in the Sublease
Premises (excluding Sublessee's computer server area, vaults, safes and similar
areas designated in writing by Sublessee in advance). Sublessor and Landlord
will have the right to use means which Sublessor may deem proper to open doors
in the Sublease Premises in an emergency in order to enter the Sublease
Premises. No entry to the Sublease Premises by Sublessor, Landlord or their
agents, employees and contractors, by any means will be a forcible or unlawful
entry into the Sublease Premises or a detainer of the premises or an eviction,
actual or constructive, of Sublessee from the Sublease Premises, or any part of
the Sublease Premises, nor will any such entry entitle Sublessee to damages or
an abatement of rent or other charges which this Sublease requires Sublessee to
pay.
21. Miscellaneous. Notwithstanding anything to the contrary contained
-------------
herein or in the Lease, the parties hereto agree as follows:
(a) Sublessee shall look solely to the Landlord under the Lease for the
performance of all services required to be performed by Landlord
thereunder, and shall not seek nor require Sublessor to perform any of
such services, nor shall Sublessee make any claim upon Sublessor for
any damages which may arise by reason of the breach or negligence,
whether by omission or commission, by the Landlord. Upon written
request from Sublessee, Sublessor agrees to take such reasonable action
as Sublessee shall reasonably request in order to cause Landlord to
15
comply with its obligations under the Lease for the benefit of
Sublessee and for such other relief to which Sublessee shall be
entitled by reason of Landlord's failure to so comply, provided that
Sublessor shall not be required to incur any costs or expenses
(including, without limitation, attorneys' fees) or initiate litigation
or other proceedings in connection therewith and that any course of
action or suit or proceeding which is brought at Sublessee's request
shall be at Sublessee's sole cost and expense with counsel selected by
Sublessee. Sublessor acknowledges and agrees that Sublessee shall have
no rights under this Sublease greater than or in addition to those
afforded Sublessor, as Tenant, under the Lease.
(b) In all provisions of the Lease requiring the approval or consent of the
Landlord, Sublessee shall be required to obtain the express written
approval or consent of Sublessor, which consent shall be subject to the
approval or consent of the Landlord, pursuant to the Lease. In addition
to any and all other bases upon which consent may be withheld,
Sublessor's refusal to consent to or approve any matter or thing under
this Sublease shall be deemed reasonable if the Landlord has refused to
give such consent or approval to or of the matter for which consent is
requested by Sublessee.
(c) Notices and other communications hereunder shall be in writing and
shall be given or made by guaranteed overnight delivery, certified mail
addressed to the parties at the following addresses, or at any other
address which either party may hereafter designate for such purpose by
a written notice:
If to the Sublessor: Xx. Xxxxxxxx Xxxxxx
Nexell of California, Inc.
9 Parker
Xxxxxx, XX 00000
with copy to: Xxxx Xxxxx, Esq.
Xxxxx Xxxx LLP
000 00xx Xxxxxx X.X.
Xxxxxxxxxx, XX 00000
If to the Sublessee: Mr. Xxx Xxxxxxxxx
Kadmus Pharmaceuticals, Inc.
0 Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000
(d) Except as otherwise provided in this Sublease, the time limits set
forth in the Lease for the giving of notices, making demands, payment
of any sum, performance of any act, or exercise of any right by
Sublessee with respect to this Sublease shall be shortened by three (3)
business days. The time limits set
16
forth in the Lease for the giving of notices, payment of any sum,
performance of any act or exercise of any right by Sublessor with
respect to this Sublease shall be lengthened by five (5) business days.
Sublessee shall be required to perform in a manner which affords
Sublessor a minimum period of five business (5) days to perform its
obligations and exercise its rights, as the case may be, under the
Lease, if the preceding two sentences results in a lesser period.
Sublessor shall within a reasonable period after receipt thereof, give
to Sublessee a copy of each notice and demand received from Landlord
under the Lease.
(e) Sublessor covenants that without the prior written consent of
Sublessee, (1) Sublessor shall not do, permit to be done or fail to do
anything that would cause the Sublease to be terminated or canceled;
and (2) Sublessor shall not enter into any amendment of the Lease which
prevents or adversely affects the use by Sublessee of the Sublease
Premises in accordance with this Sublease, increases the obligations of
Sublessee or decreases Sublessee's rights hereunder or in any other way
materially and adversely affects Sublessee.
22. Possession. If Sublessor is unable to give possession of the
----------
Sublease Premises on the date of the Sublease Commencement Date for any reason,
Sublessor shall not be subject to any liability for failure to give possession
on said date and the validity of this Sublease shall not be impaired under such
circumstances, nor shall the same be construed in any way to extend the Sublease
Term, but the Base Rent payable hereunder shall be abated for a period of time
equal to the length of the delay in giving possession to Sublessee (provided
Sublessee is not responsible for the inability to give possession).
23. Alterations. Sublessee shall not make any alterations in or
-----------
additions to the Sublease Premises ("Alterations") whether or not the same would
constitute a default under the Lease unless such Alterations have been expressly
approved in writing by the Sublessor, which approval Sublessor may grant or deny
in its sole and absolute discretion, and further subject to the approval of
Landlord. Without limiting the foregoing restriction, Sublessee shall indemnify,
defend and hold harmless Sublessor against liability, loss, cost, damage, liens
and expense imposed on Sublessor arising out of the performance of Alterations
by Sublessee.
24. Surrender. Sublessee shall quit and surrender to Sublessor, the
---------
Sublease Premises in the same condition as received by Sublessee, but broom
clean, in good order and condition, ordinary wear and tear, loss by casualty or
condemnation excepted. Sublessee's obligation to perform or observe this
covenant shall survive the expiration or sooner termination of this Sublease.
Sublessor shall have the right to enter upon the Sublease Premises and verify
Sublessee's compliance with the provisions of this Section and the other
provisions of this Sublease and to conduct an inventory with respect to the
Sublease Premises. In the event of any holdover by Sublessee following the
Sublease Term (or any earlier termination of this Sublease), Sublessee shall pay
Base Rent at a holdover rental rate of one hundred fifty percent (150%) of the
monthly Base Rent rate in effect during the Sublease Term, but the foregoing
shall not be deemed to constitute a consent to such holdover by Sublessor or
diminish any remedies of Sublessor in respect of any such holdover.
17
25. Removal of Sublessee's Property. Upon the expiration or any
-------------------------------
earlier termination of this Sublease, Sublessee shall remove Sublessee's
articles of personal property incident to Sublessee's business ("Trade
Fixtures"); provided, however, that Sublessee shall repair any injury or damage
to the Sublease Premises which may result from such removal, and shall restore
the Sublease Premises to the same condition as prior to the installation
thereof. If Sublessee does not remove Sublessee's Trade Fixtures from the
Sublease Premises upon the expiration or earlier termination of the Sublease
Term, Sublessor may, at its option, remove the same (and repair any damage
occasioned thereby and restore the Sublease Premises as aforesaid) and dispose
thereof or deliver the same to any other place of business of Sublessee, or
warehouse the same, and Sublessee shall pay the cost of such removal, repair,
restoration, delivery or warehousing to Sublessor on demand, or Sublessor may
treat said Trade Fixtures as having been conveyed to Sublessor with this
Sublease as a Xxxx of Sale, without further payment or credit by Sublessor to
Sublessee.
26. Brokers. The parties hereby represent each to the other that
-------
neither party has dealt with any broker other than CB Xxxxxxx Xxxxx, Inc. in
connection with this Sublease. Each party agrees to indemnify and hold harmless
the other party from and against any damage or expense arising out of any claim
by any brokers or other persons other than CB Xxxxxxx Xxxxx, Inc. for a
commission or other compensation in connection with this transaction based upon
or arising out of any action by such party or anyone acting on its behalf.
27. Acknowledgment of Receipt. Sublessee acknowledges that it has
-------------------------
received a true and complete copy of the Lease with all amendments thereto
(except only that rental and financial information has been redacted).
28. Landlord's Consent. This Sublease shall only be effective upon
------------------
obtaining the written consent of Landlord, or its duly authorized agent, and it
is hereby acknowledged and agreed by Sublessor and Sublessee that Landlord's
consent to this Sublease shall not make Landlord or its agent a party to this
Sublease, shall not create any contractual liability or duty on the part of
Landlord or its agent to Sublessee, and shall not in any manner increase,
decrease or otherwise affect the rights and obligations of Landlord and
Sublessor, as Tenant, under the Lease between Landlord and Sublessor dated
October 11, 1994. Sublessee acknowledges that Landlord may request that
Sublessor and Sublessee enter into an agreement regarding the payment of a
portion of the Base Rent directly to Landlord, as provided in Section 9.1(d) of
the Lease, and Sublessee shall enter into any such agreement reasonably
requested by Landlord and Sublessor.
29. Termination of Sublessor's Lease. If for any reason the term of
--------------------------------
Sublessor's Lease shall terminate prior to the expiration date of this Sublease
or any renewal of this Sublease, this Sublease shall be terminated and Sublessor
shall not be liable to Sublessee by reason of such termination, unless such
termination is caused by Sublessor's default under the Lease and such default is
not caused by Sublessee. Sublessor shall notify Sublessee of such termination at
the earliest practical time.
18
IN WITNESS WHEREOF, Sublessor and Sublessee have executed and delivered this
Sublease as of the day and year first above written.
SUBLESSEE SUBLESSOR
--------- ---------
KADMUS PHARMACEUTICALS, INC. NEXELL OF CALIFORNIA, INC.
By: _________________________________ By:____________________________________
Its: ________________________________ Its: __________________________________
19
_______________________)
________________________)
________________________)
I, ______________, a Notary Public in and for the jurisdiction
aforesaid, do hereby certify that _____________________________________, who is
personally well known to me to be the person who executed the foregoing and
annexed Agreement of Sublease dated the ____ day of _ 2002, on behalf of
Sublessor, to acknowledge the same, personally appeared before me in said
jurisdiction and acknowledged said Agreement to be the act and deed of Nexell of
California, Inc., and delivered the same as such.
GIVEN under my hand and seal this ____ day of _____________, 2002.
____________________
Notary Public
My Commission expires:
________________________)
________________________)
________________________)
I, ________________, a Notary Public in and for the jurisdiction
aforesaid, do hereby certify that _____________________________________, who is
personally well known to me to be the person who executed the foregoing and
annexed Agreement of Sublease, dated the __ day of _ 2002, on behalf of
Sublessee, to acknowledge the same, personally appeared before me in said
jurisdiction and acknowledged said Agreement to be the act and deed of Kadmus
Pharmaceuticals, Inc., and delivered the same as such.
GIVEN under my hand and seal this _____ day of ____________, 2002.
____________________
Notary Public
My Commission expires:
EXHIBIT A
---------
[Description or diagram of the Sublease Premises]
EXHIBIT B
---------
EXHIBIT C
---------
EXHIBIT D
---------
EXHIBIT E
---------
EXHIBIT F
---------
EXHIBIT G
---------
