LEASING AGREEMENT
Exhibit
10.3
The
agreement, dated May18, 2005 is by and between Washington Biotechnology
(“Washington”), a Washington Corporation having a place of business in Seattle,
WA, and AOB Biotech (“Tenant”) a Corporation having a place of business in
Seattle, WA.
BACKGROUND
Washington
occupies leased space including the Sixth and Seventh floors of 000 Xxxxx
Xxx.
X. Xxxxxxx, XX 00000 (the “Building”) as a result of a “master” lease agreement,
the terms of which are incorporated into this agreement by this reference,
between Washington and FB&P Partnership. Tenants desire to acquire use of a
proportion of that space (the “Leased Space”), and the use of equipment residing
in the Leased Space.
AGREEMENT
| 1. |
TERM:
This Agreement shall have a twelve month term, beginning May 23,
2005.
|
| 2. |
LEASED
SPACE: The Leased Space covered under this Agreement is described
as
approximately one-half of the usable bench space in the laboratory
facility known as 000 Xxxxx Xxx. X. #000, Xxxxxxx, XX 00000. Provision
for
the location of a desk and other floor-mounted items, including equipment,
not to exceed one half of the available usable floor space will be
made
for Tenant’s use. Tenant will have exclusive use of this space which may
be leased and secured against entry by third parties except for other
Tenants repairing use of the space within #704 not leased by Tenant,
repairs or maintenance on a scheduled or unscheduled in the case
of
emergency basis. Also included is shared use, on a “sign up” basis, is the
tissue culture facility, the radioactive materials room, the
autoclave/cleanup room, all on the 6th
floor adjacent to the vivarium area, and the conference room on the
7th
floor and all other shared facilities on the Sixth and Seventh
floors.
|
| 3. |
CO-OCCUPANCY:
The Sixth and Seventh floors of the building will be available for
the use
of both Tenant and Washington with the exception of space dedicated
to the
sole use of either party or Sublessors. Tenant’s reasonable incidental use
of shared areas of the Sixth and Seventh floors of the Building exclusive
of the Leased Space will not be so as to interfere with reasonable
business requirements of Washington or other
Sublessors.
|
| 4. |
EQUIPMENT:
Scientific equipment belonging to Washington, including HPLC, will
be
available for the reasonable use of Tenant Exceptions to this are
equipment dedicated to the sole use of the owner of that equipment
for
regulatory or other statutory reasons. This clause does not apply
to the
use of small items of personal-type equipment such as micropipers
and the
like, and does not cover disposable, expendable, or single-use items,
or
reagents, except by subsequent agreement between the Parties. No
guarantee
is made regarding any specific type of equipment, nor does Washington
warrant the rendition or usability of any equipment available for
the use
of Tenant, Maintenance and or repair of such equipment is the
responsibility of the user, and not Washington. Prior reservation
for the
use of individual items of equipment either verbal or written (e.g.
a
“Sign-up” sheet), may be required by the owner of the item of equipment.
Equipment shall be used consistent with uses for which it is required
by
the owner (e.g. for FDA “GMP” purposes). Damage caused to equipment
through negligence or other actions of Tenant will be remedied by
the
responsible party without delay, Equipment requiring service or repair
arising through routine use will be serviced and paid for in proportion
to
the use of that equipment as a result of this agreement, or by subsequent
agreement between the Parties.
|
| 5. |
CONFIDENTIALITY,
ETC: The Parties to this Agreement recognize the essentially confidential
and proprietary nature of elements of each other’s business. Reasonable
efforts will be made by the parties to this agreement to observe
and
protect the confidential and proprietary nature of other’s business. This
Agreement may only be modified in writing. This represents the entire
agreement between (LESSON) and
Washington.
|
| 6. |
PAYMENTS:
Tenant will pay to Washington the sum of $800 per month during the
first
year of the term of this agreement, due on the first day of the month
covered under this Agreement (Tenant will also pay to Washington
a sum
equal to the final month’s rent which will be held by Washington on behalf
of Tenant and will be applied to Tenant’s final month’s occupancy, or if
claims arise from the interpretation of Item 7 below, for the satisfaction
or partial satisfaction of those claims. Tenant also agrees to promptly
reimburse Washington for any accidental damage caused by Tenant accepting
normal wear and tear on the facility. Garbage collection, water,
and
electricity (but not telephone, internet, or other communications
services) are provided under this lease, however, Tenant agrees to
reimburse Washington under this agreement for a proportion of the
cost of
electrical service to the facility, prorated according to the square
footage occupied by Tenant on either an exclusive or shared basis.
Reimbursement for electrical charges will be invoiced and payable
with the
subsequent month’s rent. Tenant also agrees to reimburse Washington for a
pro-rata share of common area charges, which include water usage,
garbage
collection, insurance, and other charges that are paid by all tenants
of
the building on a pro-rata basis.
|
| 7. |
HOLD
HARMLESS, ETC.: Tenant agrees to hold harmless Washington against
claims
arising out of Tenant’s course of business or use of Space or Equipment as
provided for under this Agreement or otherwise. Washington agrees
to hold
harmless Tenant against claims arising out of Washington’s course of
business or use of Space or Equipment as provided by this Agreement
or
otherwise. Tenant agrees to follow regulatory and safety guidelines
applicable to the nature of the Tenant business. Washington agrees
to lend
reasonable assistance to Tenant to support Tenant business purposes.
Tenant will obtain liability insurance or will reimburse Washington
for
its proportional share of insurance if named “additional insured” on
Washington’s insurance. Washington will not be liable for performance
under this Agreement where non-performance is caused by “Acts of God” or
Force Majeure or other actions of third parties that may impair
Washington’s performance under this lease. No warranties or guarantees,
implicit or explicit, are extended by this Agreement in addition
to those
specifically stated herein. In the case of a dispute arising between
the
parties, excepting non-payment of rent or reimbursements called for
by
this lease, the parties agree to settle such dispute under the auspices
of
an accredited arbitration service agreeable to both. If agreement
is not
reached between the parties on an arbitration service, such dispute
will
be settled by binding arbitration by the American Arbitration Association
in Seattle, WA. Costs of arbitration will be borne by the party
substantially not prevailing in a proportion to be decided by the
arbitrator. Reasonable and customary collection costs will be borne
by
debtor in the case of default under the terms of this Agreement or
any
arbitrated settlement of dispute will be borne by debtor and will
be
collected as part of such collection. Washington agrees to work with
Tenant to maintain cleanliness of the Leased Space and the facility
in
general, and agrees to share reasonable costs of cleaning and maintenance
of the facility.
|
For
Washington Biotechnology
|
/s/
Xxxxxx Xxxxxxx
|
17
May 2005
|
|
Xxxxxx
Xxxxxxx, President
|
|
|
|
|
For
AOB
Biotech
|
/s/
Eva Aw
|
17
May 2005
|
|
Eva
Aw, President, Research
|
|
|
|
|
