EXHIBIT 10.20
SUBLEASE AGREEMENT
This Sublease Agreement ("Sublease") is made as of December 16, 2002 by
and between Centagenetix, Inc., a Delaware corporation (hereinafter referred to
as "Sublessor"), and Critical Therapeutics, Inc., a Delaware corporation
(hereinafter referred to as "Sublessee").
W I T N E S S E T H:
WHEREAS, pursuant to a Lease dated as of January 16, 2002, between
Sublessor and Massachusetts Institute of Technology, a Massachusetts educational
corporation ("Landlord"), Landlord leased certain space to Sublessor (such Lease
is referred to herein as the "Lease") at the property commonly known as x0 Xxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx (the "Building"); and
WHEREAS, Sublessee desires to sublet from Sublessor approximately 4,500
square feet (the "Sublet Premises") of the Premises referred to in the Lease and
described therein, of which approximately 1,500 square feet will be space shared
with Sublessor or another subtenant to be designated by Sublessor (the "Shared
Space"), located on the first floor of the Premises and outlined on the diagram
attached hereto as "Exhibit A", which shall be deemed to include any common
areas set forth in the Lease.
NOW, THEREFORE, the parties hereto, for themselves, their successors
and assigns, mutually covenant and agree as follows:
1. Sublet Premises. Sublessor does hereby sublease to Sublessee and
Sublessee does hereby sublease from Sublessor, for the term and upon the
conditions hereinafter provided, the Sublet Premises, being an area located on
the first floor of the Premises, and outlined on the diagram attached hereto as
"Exhibit A".
2. Term. (a) The term ("Term") of this Sublease shall commence on the
later to occur of (i) the date upon which Sublessor delivers possession of the
Sublet Premises to Sublessee, or (ii) the date upon which Landlord's written
consent to the Sublease and to Sublessee's Work is obtained (the "Commencement
Date"); provided, however, that in the event Landlord does not give its written
consent to this Sublease on or before December 20, 2002, or the Sublessor fails
to deliver possession of the Sublet Premises to Sublessee on or before December
20, 2002, then, at the option of Sublessee, all amounts paid by Sublessee
hereunder shall be refunded forthwith and, thereupon, this Sublease shall be
void and without further recourse to the parties. The term of this Sublease
shall terminate at 11:59 p.m. on May 20, 2007, or on such earlier date upon
which said term may expire or be terminated pursuant to a termination of the
Lease or any of the conditions or limitations or other provisions of this
Sublease or pursuant to law ("Termination Date"). Notwithstanding the foregoing,
Sublessee may notify Sublessor in writing, given on or before the date which is
six (6) months prior to the Termination Date hereof, indicating Sublessee's
preference to remain in the Sublease Premises beyond the Sublease Termination
Date. Sublessor shall, within five (5) business days following receipt of
Sublessee's notice, notify Sublessee in writing whether Sublessor desires to
extend the Sublease Term for a period not to exceed the last day of Lease Term
(as such may have been extended pursuant to the terms of the Lease) and on such
other terms acceptable to Sublessor. Sublessor and Sublessee shall, within five
(5) business days (the "Negotiation Period") following
the date of Sublessor's notice to Sublessee, negotiate in good faith toward
mutually acceptable terms. Following the expiration of said Negotiation Period,
Sublessee shall then notify Sublessor in writing, within five (5) business days
following the date of Sublessor's notice, whether Sublessee has elected to
extend the term of this Sublease on the terms set forth in Sublessor's notice or
as may have been mutually agreed upon by Sublessor and Sublessee during the
Negotiation Period. If the parties mutually agree to an extension of the
Sublease Term and the terms of such extension, the parties shall promptly
execute an Amendment to Sublease reflecting the terms of the parties' agreement.
3. Annual Basic Rent and Monthly Basic Rent. Commencing on the later to
occur of (the "Rent Commencement Date") the (i) Commencement Date, and (ii) date
upon which Sublessee commences Sublessee's Work, provided, however, that in no
event shall the Rent Commencement Date occur later than January 1, 2003, annual
Basic Rent shall be One Hundred Eighty Thousand and No/100 Dollars
($180,000.00). Monthly Basic Rent ("Basic Rent") shall be the sum of Fifteen
Thousand and No/100 Dollars ($15,000.00). Basic Rent shall be payable on the
first day of each and every calendar month during the term of this Sublease. All
payments of Basic Rent shall be paid to Sublessor in advance of each month for
which such rent is due. Upon execution of this Sublease, Sublessee shall pay to
Sublessor the first installment of Basic Rent which shall be applied by
Sublessor against the first month of the Sublease term.
If the obligation of Sublessee to pay rent hereunder begins on a day
other than on the first day of a calendar month, rent from such date until the
first day of the following calendar month shall be prorated at the rate of
one-thirtieth (1/30th) of the monthly installment for each day payable in
advance. The monthly Basic Rent, Additional Rent (as defined herein) and any
other charges herein reserved or payable shall be paid to Sublessor at the
address specified in Section 18 hereof, or at such other place as Sublessor may
designate in writing, in lawful money of the United States of America without
demand therefor and without any deduction, set-off or abatement whatever.
Sublessor covenants and agrees that it shall pay to Landlord all rent and other
amounts due under the Lease in a timely manner pursuant to all applicable
provisions of the Lease.
4. Operating Expenses. Sublessee agrees to pay Sublessor, as
"Additional Rent" under this Sublease, (i) Operating Expenses payable pursuant
to Section 6 of the Lease applicable to the Sublet Premises, (ii) Taxes payable
pursuant to Section 6 of the Lease applicable to the Sublet Premises, (iii) any
other Additional Rent payable pursuant to Section 4.1 (b) of the Lease
applicable to the Sublet Premises, and (iii) all other charges payable pursuant
to the Lease and applicable to the Sublet Premises, which shall be payable in
advance each month (pursuant to Sublessor's written estimate of such "Additional
Rent" delivered to Sublessee) or in arrears if not billed sooner. Sublessee
shall be responsible for paying all utility charges in respect of the Sublet
Premises, including without limitation any charges for electricity, gas and
HVAC. Sublessee shall also pay to Sublessor, as Additional Rent, all charges for
any additional services requested by and provided to Sublessee. Any Additional
Rent which may be payable to Sublessor shall be apportioned during the year in
which the term of this Sublease commences and during the year in which such term
shall end, such that Sublessee shall be obligated to pay a proportionate share
of such Additional Rent which is attributable to the number of days of their
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term hereof which are included in the period for which such Additional Rent is
payable by Sublessor under the Lease. Sublessee shall pay Additional Rent within
fifteen (15) days of receipt of a statement therefor from either Sublessor or
Landlord. Sublessee's obligations to pay Additional Rent during the Sublease
Term shall survive the termination of this Sublease.
5. Security Deposit. Upon the execution of this Sublease, Sublessee
shall pay to Sublessor the sum of $60,000.00 as security (the "Security
Deposit") for the faithful performance by Sublessee of its obligations
hereunder. In the event of an Event of Default (as defined in Section 14
hereof), Sublessee hereby authorizes Sublessor, at Sublessor's election (with
notice to Sublessee) and with or without terminating this Sublease and without
prejudice to any other right or remedy Sublessor may have, to apply all or any
portion of the Security Deposit necessary to remedy such default. If said
Security Deposit or portion thereof is so applied, Sublessee, upon demand by
Sublessor, shall immediately deposit with Sublessor an amount equal to the
amount of the Security Deposit so applied. Any unapplied cash portion of the
Security Deposit shall be held by Sublessor in a non-segregated account and no
interest shall be paid thereon. Any portion of the Security Deposit remaining at
the end of the term of this Sublease shall be refunded to Sublessee within sixty
(60) days of the Sublease Termination Date.
6. Use. Sublessee will use and occupy the Sublet Premises solely for
animal holding and tissue laboratory purposes for mice and rats only. Without
the prior written consent of Landlord and Sublessor, the Sublet Premises will
not be used for any other purposes or for any other types of animals. Sublessor
shall, at Sublessee's sole cost and expense, cooperate with Sublessee in
obtaining any necessary permits or approvals from the City of Cambridge in
connection with Sublessee's occupancy of the Sublet Premises. Sublessee will
cause all deliveries of animals to the Sublet Premises to be made as
inconspicuously as reasonably possible and will not cause any disagreeable odors
to emanate from the Building at any time. In particular, Sublessee will not
sanitize any feed for animals on the Sublet Premises or in the Building.
7. Condition of Sublet Premises. Sublessee hereby acknowledges that the
Sublet Premises are hereby subleased in "as is" condition. To the best of
Sublessor's knowledge, as of the date hereof, the Building systems are in
operational condition.
8. Alterations/Sublessee's Work/Sublessor's Work. (a) Subject to the
terms hereof and to the provisions of Section 11.1(f) and Exhibit F (Work
Letter) of the Lease, Sublessee shall not make any alterations, improvements or
additions to the Sublet Premises (the "Sublessee Alterations"). All such
Sublessee Alterations are subject to Sublessor's and Landlord's prior written
consent in accordance with the terms of the Lease. Sublessor's consent to any
such Alterations shall not be unreasonably withheld or delayed.
(b) Sublessee's Plans. Sublessee intends to build-out the Sublet
Premises (excluding the Shared Space) to include laboratory space as described
on the preliminary plan attached hereto as Exhibit B ("Sublessee's Work"). In
connection with the performance of Sublessee's Work, Sublessee shall meet with
Sublessor and Sublessee's architect, Xxxxx Xxxxx of Xxxxx, Xxxxx & Xxxxx
("Architect"), to enable Architect to prepare (x) a Space Plan (as defined in
the Lease) sufficient for Landlord and Sublessor to approve Sublessee's proposed
design of the
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Sublet Premises, and (z) architectural Working Drawings (as defined in the
Lease) for Sublessee's Work, all of which shall be subject to the consent of
Sublessor and Landlord as provided in the Lease ("Sublessee's Plans"). Sublessee
and Sublessor agree to use diligent efforts to cooperate in order to expedite
finalization of Sublessee's Plans as soon as possible. Landlord's and
Sublessor's approval of Sublessee's Plans is solely given for such parties own
benefit under this section and neither Sublessee nor any third party shall have
the right to rely upon Landlord's or Sublessor's approval of Sublessee's Plans
for any other purpose whatsoever. Without limiting the foregoing, Sublessee
shall be responsible for all elements of the design of Sublessee's Plans
(including, without limitation, compliance with Legal Requirements,
functionality of design, the structural integrity of the design, the
configuration of the Sublet Premises and the placement of Sublessee's furniture,
appliances and equipment), and Landlord's and Sublessor's approval of
Sublessee's Plans shall in no event relieve Sublessee of the responsibility
therefor. Prior to commencing Sublessee's Work, Sublessee shall first obtain (a)
all necessary permits and approvals with the City of Cambridge, and (b) the
prior written approval of Landlord and Sublessor to Sublessee's Work and, once
approved, to any modifications to Sublessee's Work. Sublessee shall complete and
pay for Sublessee's Work using first-grade materials and workmanship, and shall,
prior to occupying the Sublet Premises, deliver to Landlord and Sublessor (i)
final lien waivers and affidavits from its contractor and all sub-contractors,
certifying that all amounts due in connection with the completion of Sublessee's
Work have been paid in full and that Sublessee's Work is substantially complete,
subject only to the completion of minor items of decoration or adjustment, (ii)
an Architect's certificate certifying that Sublessee's Work has been completed
in accordance with Sublessee's Plans, and (iii) a final and unconditional
certificate of occupancy for the Sublet Premises issued by the City of
Cambridge. In no event shall Sublessee permit any liens to attach to the
Premises. Sublessee's Work shall become part of the Sublet Premises and shall
not be removed upon the expiration of the Sublease term, except upon the written
direction of Landlord. Subject to Sublessor's receipt of Lessor's Contribution
(as defined in the Lease), Sublessor shall be responsible for building out the
Shared Space. Notwithstanding anything to the contrary contained herein or in
the Lease, Sublessee shall be permitted, upon the expiration or earlier
termination of this Sublease, to remove from the Sublet Premises the items shown
on attached Exhibit C; provided however, that Sublessee shall repair and be
responsible for any or all damage caused by such removal.
(c) Completion of Sublessee's Work. Sublessee shall substantially
complete Sublessee's Work and obtain a final certificate of occupancy for the
Sublet Premises by the City of Cambridge on or before March 15, 2003.
(d) Cost of Sublessee's Work. All of Sublessee's Work shall be
performed at Sublessee's sole cost and expense (the "Cost of Sublessee's Work").
(e) Sublessee's and Sublessor's Construction Representatives. For all
matters relating to Sublessee's Work or any other construction matters under
this Sublease, including but not limited to Sublessee approvals for all purposes
hereunder, Sublessee's construction representative is Xxxxxx Xxxxxx
("Sublessee's Construction Representative"), or such other person as designated
by Sublessee in writing to Sublessor. For all matters relating to Sublessee's
Work or any other construction matters under this Sublease, including but not
limited to
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Sublessor approvals for all purposes hereunder, Sublessor's construction
representative is Xxxx Xxxxxxxx ("Sublessor's Construction Representative"), or
such other person as designated by Sublessor in writing to Sublessee. Sublessor
agrees that Sublessor shall permit Sublessee to attend any and all meetings
attended by Sublessor involving Landlord and Sublessor shall promptly notify
Sublessee (which notice maybe oral) as soon as practicable prior to any meetings
with Landlord relating to Sublessee's Work. Each of Sublessor and Sublessee
shall cooperate with the other in obtaining approvals from the other, as such
approvals relate to Sublessee's Work.
(f) All allowed Sublessee Alterations, including Sublessee's Work,
shall be performed in compliance with all Legal Requirements and in a good and
workmanlike manner, and free of all liens. Without limitation of the foregoing,
Sublessee agrees that its general contractor shall be licensed, insured and
bonded in the Commonwealth of Massachusetts and shall be subject to the review
and approval of Landlord and Sublessor. If any Sublessee Alterations are made
without having first obtained the required consents, Landlord or Sublessor may
remove the same, and may correct, repair and restore the Sublet Premises and any
damage arising from such removal, and Sublessee shall be liable for any and all
costs and expenses incurred by the removing party in the performance of such
work.
9. Sublessee's Personal Property. Upon the expiration or earlier
termination of this Sublease, Sublessee shall remove all of its goods and
effects from the Sublet Premises (including, without limitation, all signs and
lettering affixed or painted by the Sublessee on the Sublet Premises), shall
repair all damage resulting from such removal or its use of the Sublet Premises,
and shall surrender the Sublet Premises, as so required, in good condition,
subject only to reasonable wear and tear and to damage, if any, by fire or other
casualty. The obligations of Sublessee as provided in this Section 9 shall
survive the termination of this Sublease.
10. Terms of Lease. All of the terms, provisions, covenants and
conditions of the Lease, as amended, are incorporated herein by reference and
hereby made a part of and, except as herein otherwise expressly provided
(Sections 3.2, 3.3, 4.2, 4.3, 12.0, 15.0, 20.0 and the definitions of "Lessee's
Work" and "Lessor's Work" found in Section 1 of Exhibit F (the Work Letter) and
Sections 7 and 8 of Exhibit F (the Work Letter) are hereby excluded), are
superior to this Sublease and as between the parties hereto, Sublessee hereby
assumes all of the obligations (except as expressly modified herein) and shall
have all the rights of Sublessor as "Tenant" under the covenants, agreements,
terms and provisions set forth in the Lease, but only to the extent they are
applicable to the Sublet Premises. Sublessor shall have all of the rights of the
Landlord under the Lease as against Sublessee and, as between the parties
hereto, Sublessor agrees to observe and perform the terms, covenants and
conditions on its part to be observed and performed hereunder and to use
commercially reasonable efforts to cause Landlord to observe and perform those
applicable terms, covenants and conditions to be observed and performed by
Landlord under the Lease with respect to the Sublet Premises. Notwithstanding
the foregoing, Sublessor shall not be required to furnish those services or
perform those obligations under the Lease which are to be furnished or performed
by Landlord under the Lease and Sublessor shall have no liability for Landlord's
failure thereof.
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11. Sublessee's and Sublessor's Covenants. Sublessee covenants and
agrees that Sublessee will not do anything which would constitute a default
under the Lease or omit to do anything which Sublessee is obligated to do under
the terms of this Sublease and which would constitute a default under the Lease.
Sublessor covenants and agrees (a) to pay the rent and any Additional Rent
payable as required under the Lease and will not do anything which would
constitute a default under the Lease; (b) not to agree to a voluntary surrender
or early termination of the Lease, (c) to the best of Sublessor's knowledge, no
Event of Default under the Lease has been caused by either Landlord or Sublessor
and there is no condition, the existence of which would give rise to an Event of
Default following the giving of notice or expiration of grace periods, and (d)
Sublessor shall promptly deliver to Sublessee a copy of any notice of default
received from Landlord.
12. Indemnification. (a) To the fullest extent permitted by law,
Sublessee shall and hereby does indemnify and hold Sublessor and Landlord
harmless from and against any and all actions, claims, demands, damages,
liabilities, expenses and judgments (including, without limitation, reasonable
attorneys' fees) asserted against, imposed upon or incurred by Sublessor by
reason of (a) any violation caused, suffered or permitted by Sublessee, its
agents, servants, employees or invitees, of any of the terms, covenants or
conditions of the Lease or this Sublease, and (b) any damage or injury to
persons or property occurring upon or in connection with the use or occupancy of
the Sublet Premises, except as a result of the intentional or grossly negligent
acts or omissions of Landlord or Sublessor, or their respective agents,
employees or invitees.
(b) To the fullest extent permitted by law, Sublessor shall and hereby
does indemnify and hold Sublessee harmless from and against any and all actions,
claims, demands, damages, liabilities, expenses and judgments (including,
without limitation, reasonable attorneys' fees) asserted against, imposed upon
or incurred by Sublessee by reason of (a) any violation caused, suffered or
permitted by Sublessor, its agents, servants, employees or invitees, of any of
the terms, covenants or conditions of the Lease or this Sublease, and (b) any
damage or injury to persons or property occurring upon or in connection with
Sublessor's use or occupancy of the Premises, excepting the acts or omissions of
Landlord or Sublessee, or their respective agents, employees or invitees.
13. Brokers. Sublessee represents and warrants to Sublessor that it has
not directly or indirectly dealt with any broker or agent with respect to the
Sublet Premises other than Xxxxx Xxxxxxx of Xxxxxxx Xxxxx Xxxxx & Partners, LLC
("Broker"). Sublessor shall be responsible for the payment of any broker
commission due Broker in connection with this Sublease. Sublessee agrees to
indemnify and hold harmless Sublessor against any claim by any other broker or
agent arising out of a breach of Sublessee's representations and warranties in
this Section 13. Sublessor represents and warrants to Sublessee that it has not
directly or indirectly dealt with any broker or agent with respect to the Sublet
Premises with the exception of Broker. Sublessor agrees to indemnify and hold
harmless Sublessee against any claim by any other broker or agent arising out a
breach of Sublessor's representations and warranties in this Section 13.
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14. Defaults and Remedies.
The following shall constitute an event of default (each, an "Event of
Default") under this Sublease:
(i) Sublessee shall fail to pay rent or other sums payable under
this Sublease within five (5) days after written notice to
Sublessee that the same is due and payable; provided that in
no event shall Sublessor be obligated to provide notice more
than twice in any 12 month period;
(ii) Sublessee shall fail to cure any other default under this
Sublease within twenty (20) days (or such further time as may
be required to diligently cure the same) from written notice
thereof from Sublessor to Sublessee;
(iii) a lien or other encumbrance shall be filed against Sublessee's
leasehold interest and not be discharged within ten (10) days
after Sublessee receives written notice thereof; or
(iv) any other default by Sublessee shall occur under the Lease.
Upon the occurrence of an Event of Default, Sublessor may, in addition
to and not in derogation of any remedies for any preceding breach of covenant,
immediately or at any time thereafter and without demand or notice, enter into
and upon the Sublet Premises or any part thereof in the name of the whole, or
mail a notice of termination addressed to Sublessee, and repossess the same as
of Sublessee's former estate and expel Sublessee and those claiming through or
under Sublessee and remove its and their effects without being deemed guilty of
any manner of trespass and without prejudice to any remedies which might
otherwise be used for arrears of rent or prior breach of covenant, and upon such
entry or mailing as aforesaid this Sublease shall terminate, Sublessee hereby
waiving all statutory rights to the extent such rights may be lawfully waived.
Sublessor, without notice to Sublessee, may store Sublessee's effects and those
of any person claiming through or under Sublessee at the expense and risk of
Sublessee, and, if Sublessor so elects, may sell such effects at public auction
or private sale and apply the net proceeds to the payment of all sums due to
Sublessor from Sublessee, if any, and pay over the balance, if any to Sublessee.
Sublessee covenants and agrees that upon the occurrence of an Event of
Default, notwithstanding any termination of this Sublease under any of the
provisions of this Section 14 or any entry or re-entry by Sublessor, whether by
summary proceedings, termination or otherwise, to pay and be liable for on the
days originally fixed herein for the payment thereof, amounts equal to the
several installments of rent and other charges reserved as they would, under the
terms of this Sublease, become due if this Sublease had not been terminated or
if Sublessor had not entered or re-entered as aforesaid and whether the Sublet
Premises be relet or remain vacant, in whole or in part, or for a period less
than the remainder of the term, or for the whole thereof, provided that in the
event the Sublet Premises be relet by Sublessor, Sublessee shall be entitled to
a credit equal to the net amount of rent received by Sublessor in reletting,
after
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deduction of all expenses incurred in reletting the Sublet Premises (including
but not limited to remodeling costs, brokerage fees, and the like) and in
collecting rent in connection therewith.
In the event that Basic Rent or other payments are not made by the date
when such payments are due, then in addition to all other remedies otherwise
available to Sublessor, said past due payments shall carry a late charge equal
to one percent (1%) of the amount of such overdue payment. Sublessee
specifically agrees to pay any such late charge to Sublessor along with the
payment of Basic Rent and other charges.
15. Parking. Sublessee shall be entitled to use one (1) parking space
in the lot adjacent to the Building and four (4) parking spaces in the 000
Xxxxxx Xxxxxx lot. Sublessee will be responsible for the fair market rent of
such parking spaces, which fair market rent is currently $135.00 per parking
space per month. Upon at least thirty (30) days' prior written notice to
Sublessor Sublessee may request additional parking spaces (not to exceed four
(4) additional parking spaces) on Landlord's parking area at the then fair
market rent, which additional parking spaces Sublessor shall make available to
Sublessee if such additional parking spaces are not then presently being used by
Sublessor and Sublessor is entitled to use such additional parking spaces under
the Lease; provided, however, that, upon not less than thirty (30) days' prior
written notice to Sublessee, Sublessor shall have the right to recapture any
such additional parking spaces for Sublessor's use, which recapture shall be
effective as of the date set forth in Sublessor's notice to Sublessee.
16. Entire Agreement. This Sublease, together with those provisions of
the Lease applicable hereto, contains all of the covenants, agreements, terms,
provisions, conditions, warranties and understandings relating to the leasing of
the Sublet Premises and Sublessor's obligations in connection therewith, and
neither Sublessor nor any agent or representative of Sublessor has made or is
making, and Sublessee in executing and delivering this Sublease is not relying
upon, any warranties, representations, promises or statements whatsoever, except
to the extent expressly set forth in this Sublease. The failure of Sublessee or
Sublessor to insist in any instance upon the strict keeping, observance or
performance of any covenant, agreement, term, provision or condition of this
Sublease or to exercise any election herein contained shall not be construed as
a waiver or relinquishment for the future of such covenant, agreement, term,
provision, condition or election, but the same shall continue and remain in full
force and effect. No waiver or modification of any covenant, agreement, term,
provision or condition of this Sublease shall be deemed to have been made unless
expressed in writing and signed by Landlord, Sublessee and Sublessor. No
surrender of possession of the Sublet Premises or of any part thereof or of any
remainder of the term of this Sublease shall release Sublessee from any of its
obligations hereunder unless accepted by Sublessor in writing. The receipt and
retention by Sublessor of monthly Basic Rent or Additional Rent from anyone
other than Sublessee shall not be deemed a waiver of the breach by Sublessee of
any covenant, agreement, term or provision of this Sublease, or as the
acceptance of such other person as a tenant, or as a release of Sublessee from
the further keeping, observance or performance by Sublessee of the covenants,
agreements, terms, provisions and conditions herein contained. The receipt and
retention by Sublessor of monthly Basic Rent or Additional Rent with knowledge
of the breach of any covenant,
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agreement, term, provision or condition herein contained shall not be deemed a
waiver of such breach.
17. Successors and Assigns. The obligations of this Sublease shall bind
and benefit the successors and permitted assigns of the parties with the same
effect as if mentioned in each instance where a party hereto is named or
referred to.
18 Notices. Any and all communications delivered hereunder shall be
sent by first-class mail or overnight courier: if to Landlord, at the addresses
specified in Section 16 of the Lease; if to Sublessee, at 000 Xxxxxxxxxxxxx
Xxxxxx, Xxxxxxxxx, XX 00000, Attn: Xxxxxx Xxxxxx, with a copy to Xxxx & Xxxx
LLP, 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000, Attn: Xxxxxxx X. XxxXxxxx, Esq., and if
to Sublessor, at 00 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000, Attn: President, with a
copy to Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx & Xxxxx, P.C., Xxx Xxxxxxxxx Xxxxxx,
Xxxxxx, XX 00000, Attn: Xxxxxx Xxxxxx, Esq., or to such other address and
attention as any of the above shall notify the others in writing. Sublessor
shall promptly deliver to Sublessee copies of any default or delinquency notice
received by Sublessor from Landlord.
19. Insurance. Sublessee shall maintain the insurance coverages
required to be maintained by Sublessor pursuant to Section 7 of the Lease and
shall provide Sublessor, upon execution of this Sublease, with a certificate of
insurance naming Sublessor and Landlord as additional insureds. Sublessor shall
use commercially reasonable efforts to obtain from Landlord a waiver of
Landlord's and Landlord's insurer's subrogation rights benefiting Sublessee.
20. Early Entry. [Intentionally deleted.]
21. Incorporation of Lease Terms. All of the terms and provisions of
the Lease are hereby incorporated within the Sublease except as specifically
excluded or modified hereby. For purposes of this Sublease, Sublessee shall
perform all of the obligations of "Tenant" under the Lease, provided, however,
that Sublessor shall not be required to perform any obligations specifically
required of Landlord.
22. Landlord's Consent. This Sublease and the obligations of the
parties hereunder are expressly conditioned upon Sublessor's obtaining prior
written consent hereto by Landlord.
23. Counterparts. This Sublease may be executed in counterparts, and
such counterparts when taken together shall constitute one and the same
Sublease, valid and binding upon all the parties.
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IN WITNESS WHEREOF, Sublessee and Sublessor have duly executed this
Sublease as of the day and year first above written.
Sublessor:
Centagenetix, Inc., a Delaware corporation
By: /s/ Xxxxxxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxxxxxx Xxxxxx
Title: Treasurer
Sublessee:
Critical Therapeutics, Inc.
By: /s/ Xxxx Xxxxx
----------------------------------------
Name: Xxxx Xxxxx
Title: CEO
Landlord hereby consents to the within Sublease Agreement on the terms
and conditions set forth therein. By this consent Landlord shall not be deemed:
(i) to have become a party to the Sublease or to have consented to any further
assignment or sublease of the Premises or (ii ) to have modified, waived or
affected (a) any of the provisions, covenants or conditions in the Lease, (b)
any of the obligations of the "Lessee" under the Lease or (c) any rights or
remedies of the "Lessor" under the Lease.
Landlord:
Massachusetts Institute of Technology
By: /s/ Xxxxxx X. March
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Xxxxxxx X. Xxxxx
Its: Managing Director, Real Estate
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EXHIBIT A
[FLOOR PLAN OF SUBLET PREMISES]
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EXHIBIT B
PLAN OF SUBLESSEE'S WORK
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EXHIBIT C
ITEMS TO BE REMOVED BY SUBLESSEE FROM SUBLET PREMISES
Cage Washer
Autoclave
Steam Generator
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