EXHIBIT 10.8
SUBLEASE
This sublease (the "Sublease") is entered into as of this 1st day of August by
and between Ancile Pharmaceuticals, Inc. ("Ancile") and Mera Pharmaceuticals,
Inc. ("Mera").
WHEREAS, Ancile is a subtenant of certain office and laboratory space located at
0000 Xxxxxxxx Xxxxx, Xxx Xxxxx, XX (the "Premises"), which is more completely
and specifically described in the sublease dated April 10, 2002 between Ancile
and Triad Therapeutics, Inc. ("Triad"), a copy of which is attached hereto as
APPENDIX A (together with the Operating Services Agreement between Ancile and
Triad dated April 10, 2002, the "Triad Sublease"); and
WHEREAS, Triad is the prime tenant of the Premises (plus additional space at the
same location) under a lease between Triad and University Center East, LLC (the
"Prime Lease"), a copy of which is attached hereto as APPENDIX B;
WHEREAS, Ancile wishes to sublet to Mera, and Mera wishes to sublet from Ancile,
a portion of the Premises, which is shown on the floor plan attached hereto as
APPENDIX C (the "Mera Premises") on the terms and conditions set forth in this
Sublease;
NOW, THEREFORE, Ancile and Mera agree as follows:
1. SUBLEASE. Ancile hereby sublets to Mera and Mera hereby sublets from
Ancile the Mera Premises, consisting of approximately 3414 square
feet, 1860 square feet of which is laboratory, 1045 square feet of
which is the Initial Office Area and 509 square feet of which
constitutes a pro rata portion of common areas and shared space. Mera
may restrict access by Ancile to any portion of the Mera Premises that
is not designated shared space on APPENDIX C (the "Mera Space") to
Mera personnel only, and Ancile may restrict access to any portion of
the Premises that is not the Mera Premises (the "Ancile Space") to
Ancile personnel only, in each case the use of connecting corridors or
passageways to move between the Mera Space and shared space on the one
hand and the Ancile Space and shared space on the other is not to be
restricted at any time. The use of the main ground floor conference
room shall be on a reservation basis. Ancile and Mera shall cooperate
to resolve any scheduling conflicts for the conference room.
2. MOVE TO THE LONG-TERM OFFICE SPACE. Mera may, upon not less than 30
days prior notice, elect to move from the Initial Office Area into the
Long-Term Office Area, or on such lesser notice, as Ancile may accept.
Upon the move into the Long-Term Office Area, the total area of the
Mera premises shall be increased to 4977 square feet, and the rent
payable under paragraph 3, below, shall be adjusted accordingly. Each
party shall bear its own expenses associated with Mera's move from the
Initial Office Area into the Long-Term Office Area.
3. RENT. Subject to the adjustment provide for in paragraph 2, above,
Mera shall pay to Ancile rent equal to $3.00 per square foot, or a
monthly rent of $10,578, NNN. The rent shall increase by 3.5% (to
$3.105 per square foot) on June 1, 2003, and by an additional 3.5%
each year thereafter, for as long as Mera continues to occupy the Mera
Premises. Rent shall be due and payable in advance on the first day of
each month during the term of this Sublease.
4. OPERATING EXPENSES AND UTILITIES. In addition to the rent, Mera shall
be responsible for the per square foot charges for operating expenses
and utilities, as assessed against Ancile under the Triad sublease,
pursuant to the Operating Services Agreement attached as part of
APPENDIX A. Any separate additional charges incurred by either Ancile
or Mera shall be the responsibility of that party alone.
5. USE OF THE MERA PREMISES. Mera shall be entitled to use the Mera
Premise for the purposes set forth in the Triad Sublease and for no
other purpose.
6. TERM. The term of this Sublease shall commence on June 1, 2002 and
continue for a period of not less than twelve (12) months thereafter.
Mera shall have the right to continue occupying the Mera Premises
month-to-month commencing June 1, 2003 provided Ancile continues to
occupy the Premises under the Triad Sublease. After May 31, 2003, Mera
shall have the right to give Ancile not less than 60 days notice of
Mera's intention to terminate the Sublease and vacate the Mera
Premises. Beginning March 31, 2004, Ancile shall have the right to
terminate the Sublease with not less than 60 days notice to Mera.
[Note: this provides Mera with 2 years total guaranteed occupancy, if
so desired.]
7. NOTIFICATION OF INTENT TO TERMINATE. In the event Ancile elects to
terminate the Triad Sublease for any reason, Ancile will provide Mera
with written notice of its intent to terminate no later than 60 days
prior to termination of the Triad Sublease.
8. SECURITY DEPOSIT. Upon its occupancy of the Mera Premises, Mera will
deliver to Ancile a refundable security deposit of $30,000, to be held
in a trust account identifying Mera as the beneficiary. So much of the
security deposit as is needed shall be credited toward the payment by
Mera of the last month of rent due from it under this Sublease. The
remainder shall be held as security for the repair of any damages
caused by Mera to the Premises during its occupancy of the Mera
Premises under this Sublease, and it shall be refunded to Mera on the
same terms as Ancile is entitled to receive a refund of its security
deposit under the Triad Sublease. In the event that the Triad Sublease
terminates prior to May 31, 2003 for any reason, Ancile shall return
the entire security deposit then remaining to Mera upon the effective
date of termination, less any amount necessary to restore the Mera
Premises to suitable condition.
9. SIGNAGE. Mera shall be entitled to affix a sign at the entrance to the
Premises indicating its occupancy of the Mera Premises, subject to any
consents required under the Triad Sublease. Such sign shall be of a
size and in a style that complies with the requirements and
limitations therefor applicable under the Triad Sublease.
10. SUBLETTING. Mera may not assign this Sublease or further sublet all or
any part of the Mera Premises without the prior written consent of
Ancile and, if required under the Triad Sublease, the prior written
consent of Triad and Master Landlord (as defined in the Triad
Sublease).
11. APPLICABILITY OF TRIAD SUBLEASE. All of the terms and provisions of
the Triad Sublease are incorporated into and made a part of this
Sublease, with Ancile substituted for Triad in the Triad Sublease, and
Mera substituted for Ancile in the Triad Sublease. Notwithstanding the
foregoing, in the event of any conflict between the terms of this
Sublease and the terms of the Triad Sublease, then as between Ancile
and Mera, the terms of this Sublease shall control.
12. AGENCY DISCLOSURE. Ancile and Mera each warrants that it has not dealt
with any real estate broker or agent in connection with this Sublease
and that none of them is obligated to pay any commission to any third
party by virtue of this transaction.
13. INDEMNIFICATION. Mera and Ancile each shall hold the other harmless
from any loss, cost, damage, claim or liability resulting from their
respective use of the Premises.
14. INSURANCE. Mera shall be responsible for compliance with the insurance
provisions of the Triad Sublease. Mera shall name Ancile, Triad and
Master Landlord (as such term is defined in the Triad Sublease) as
additional insureds on such policy(ies).
15. NOTICES. All notices required or permitted to be given to any party
under this Sublease shall be in writing, and shall be delivered either
by hand delivery, facsimile, overnight delivery service or via First
Class U.S. Mail, postage prepaid, to the addresses set forth below or
to such other address as any party may, in writing, specify by notice
to the other parties:
If to Ancile:
Ancile Pharmaceuticals, Inc.
0000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Attn: Chief Executive Officer
Facsimile:000 000 0000
If to Mera:
000 Xxxxx Xxxxxxx 000, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx, MD
Facsimile:858 847 9090
ANCILE PHARMACEUTICALS, INC. MERA PHARMACEUTICALS, INC.
By: By:
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Name: Name:
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Its: Its:
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