SUBLEASE
Exhibit
10.55
This Sublease made and entered into as of this 1st day of October, 2009 (the “Effective Date”)
by and between UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION, a Tennessee nonprofit corporation
(“SUBLESSOR”) and GTx Inc., a Delaware corporation (“SUBLESSEE”).
RECITALS
WHEREAS, the SUBLESSOR and The University of Tennessee (the “LESSOR”) have entered into a
Lease dated March 7, 2001 and last amended on July 20, 2009 (the “Lease”). A copy of the Lease, as
amended, is attached hereto as Exhibit A;
WHEREAS, the SUBLESSEE desires to sublease the majority of the premises leased to the
SUBLESSOR pursuant to the Lease.
NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration set
forth herein, the parties agree as follows:
1. DESCRIPTION: Subject to the terms of the Lease, the SUBLESSOR hereby subleases unto
the SUBLESSEE, and SUBLESSEE accepts from SUBLESSOR, the Premises (as defined below) situated in
the State of Tennessee, County of Shelby, and City of Memphis, located at 0 Xxxxx Xxxxxx Xxxxxx.
Premises is defined as the Van Vleet Building, including the “Old Van Vleet Building” but excluding
the 1st and 2nd floors in the “Old Van Vleet Building”, as shown in the floor
plans attached as Exhibit B.
2. RENT: The SUBLESSEE shall pay annual rent equal to 98% of LESSOR’S actual cost of
operation of the Van Vleet Building, including utilities of the Van Vleet Building, as shown on
Exhibit C hereto. “Actual cost of operation” shall mean all the costs and expenses paid or
incurred by or on behalf of LESSOR in owning, maintaining, operating and repairing the Premises and
the building in which the Premises are located, including but not limited to the costs of capital
improvements to the building, depreciation charges, custodial services, if any, utilities, elevator
maintenance, pest control services, steam boiler inspection, hot water boiler inspection, chiller
maintenance, trash disposal, lighting and other building maintenance and repair costs. At the
beginning of each month during the term, SUBLESSOR shall submit (or cause to be submitted) to
SUBLESSEE a xxxx for rent due, which shall be equal to 98% of the LESSOR’S actual costs of
operation incurred during the immediately preceding month, and shall include a statement detailing
such costs. After the last month of the term, SUBLESSOR shall submit (or cause to be submitted) to
SUBLESSEE a xxxx for final rent due, which shall be equal to 98% of the LESSOR’S actual costs of
operation incurred during that last month of the term, and shall include a statement detailing such
costs. SUBLESSEE shall remit payment to SUBLESSOR no later than 30 days after receipt of such
bills and required statements.
3. TERM: Subject to and upon the conditions set forth herein, the term of the Sublease
shall commence on October 1, 2009 and shall terminate December 31, 2012, unless SUBLESSEE renews
the Sublease in accordance with this Section 3. SUBLESSEE shall have
1
the option to extend this Sublease for an additional two-year period terminating on December
31, 2014. SUBLESSEE shall notify SUBLESSOR in writing ninety (90) days prior to the expiration of
the Sublease, if exercise of the option is desired. Such writing shall also describe to SUBLESSOR
the plans of SUBLESSEE to vacate the Premises and move its operations to another location. Upon
execution of this Sublease, the sublease between SUBLESSOR and SUBLESSEE dated April 1, 2005, as
amended, shall terminate and be of no further force and effect.
4. CREDIT FOR TENANT IMPROVEMENTS: SUBLESSEE will be granted credit against monthly
installments of rent for Tenant Improvements (hereinafter defined) made to the Premises by
SUBLESSEE, upon compliance with this Section 4. Tenant Improvements shall mean reconfigurations of
and other improvements to office and laboratory spaces within the Premises that are permanent in
nature and which will remain in the Premises upon termination of the Sublease and vacation of the
Premises by SUBLESSEE.
SUBLESSEE shall submit construction documents, plans and specifications, including expense
estimates, covering all phases of the proposed Tenant Improvements to SUBLESSOR for approval prior
to the commencement of any Tenant Improvements in the Premises.
All credit for Tenant Improvements will be dollar for dollar and will be distributed over a
12-month period starting with the submission of a statement of completed work to SUBLESSOR;
provided, however, that credit shall not be granted for those expenses which exceed the estimate
provided to SUBLESSOR unless consented to by SUBLESSOR. Total credit for Tenant Improvements is
not currently expected to exceed $500,000.00.
5. PARKING: SUBLESSEE shall arrange for parking directly with the LESSOR. LESSOR will
make all efforts to meet the needs of the SUBLESSEE, which currently entail at least 80 parking
spaces in the “R” Lot directly north of the Van Vleet Building and 40 spaces in the “G” parking
garage.
6. RELATIONSHIP TO LEASE. This Sublease and all of SUBLESSEE’S rights hereunder are
expressly subject to and subordinate to all of the terms and provisions of the Lease, as modified
or amended from time to time. SUBLESSEE hereby acknowledges that it has received a copy of the
Lease and has read all of the terms and conditions thereof. SUBLESSOR warrants and represents that
the Lease is in full force and effect. SUBLESSEE acknowledges that any termination of the Lease
will result in a termination of this Sublease. SUBLESSEE further acknowledges that in the event
that LESSOR exercises the remedy of re-entry or repossession of the Premises, without terminating
the Lease, this Sublease shall terminate, provided that LESSOR agrees that if the Sublease shall be
terminated by LESSOR at any time prior to SUBLESSEE receiving full credit for its Tenant
Improvements, SUBLESSOR and/or LESSOR shall immediately pay to SUBLESSEE the amount of such
difference. Also, LESSOR and SUBLESSEE agree to use their respective best efforts to give SUBLESSEE
at least a full years advance notice of LESSOR’S intent to exercise its rights to terminate the
Lease at any time prior to the expiration of the Term hereunder.
2
7. ENTRY BY SUBLESSOR. SUBLESSEE agrees that SUBLESSOR’s and LESSOR’s representatives
shall have the right to enter all parts of the Premises at all reasonable hours to inspect, test,
clean, make repairs, alterations and additions to the Premises that SUBLESSOR or LESSOR, as
applicable, may deem necessary or desirable or to provide any service which it or LESSOR, as
applicable, is obligated to furnish to the Premises.
8. COMPLIANCE WITH LEASE. Except as set forth herein, SUBLESSEE hereby assumes all
obligations of SUBLESSOR, as tenant or lessee under the Lease, with respect to the Premises and
agrees to be bound by the terms of the Lease as fully and to the same extent as if SUBLESSEE were
tenant or lessee of the Premises under the Lease. SUBLESSOR covenants that it will pay all Rent
(as such term is defined in the Lease) due under the Lease to the LESSOR, provided that LESSOR and
SUBLESSOR agree that payment of the rent hereunder to SUBLESSOR shall be deemed to be payment of
the Rent to LESSOR and the credits to be applied against the rent to be paid by SUBLESSEE on
account of Tenant Improvements shall be deemed to be credits of Rent under the Lease.
9. PERFORMANCE OF LESSOR’S OBLIGATIONS UNDER LEASE. SUBLESSEE hereby acknowledges
that it shall look solely to LESSOR for the performance of all the LESSOR’s obligations under the
Lease with respect to the Premises. SUBLESSOR agrees that it shall, when necessary and when
requested by SUBLESSEE, endeavor to cause LESSOR to perform its obligations under the Lease and
this Sublease, but shall not be liable to SUBLESSEE for LESSOR’s failure to do so. SUBLESSEE
agrees to notify SUBLESSOR in writing of the need for repairs to the Premises that are the LESSOR’s
responsibility pursuant to Paragraph 6 of the Lease.
10. QUIET ENJOYMENT AND COVENANT OF TITLE. Subject to Section 12 below, SUBLESSOR
covenants that it has full right, power and authority to execute this Sublease and to grant the
estate demised herein, and that SUBLESSEE, upon payment of the rent herein reserved and performance
of the terms, conditions and covenants herein contained with respect to SUBLESSEE, shall peacefully
and quietly have, hold, and enjoy the Premises during the full term, and any extension hereof, from
the adverse claims by all persons, parties, or entities claiming through or as a result of
SUBLESSOR.
11. INSURANCE: SUBLESSEE will maintain commercial general liability insurance against
claims for bodily injury and death, personal injury, and/or property damage that occur in or about
the Premises which names SUBLESSOR as an additional insured. Such insurance will provide at least
$1,000,000.00 coverage with respect to any one occurrence and will include fire legal liability
endorsement. SUBLESSEE will provide proof of such insurance to SUBLESSOR within 30 days after the
Effective Date. Such insurance shall be maintained with insurance companies licensed to do business
in Tennessee and reasonably acceptable to SUBLESSOR. SUBLESSEE will submit to SUBLESSOR on the
policy renewal date each year a Certificate of Insurance to confirm the required coverage. Such
Certificate shall include a statement that SUBLESSOR will be given a 30-day written notice of
cancellation or reduction in coverage. Such insurance shall also comply with Paragraph 11 of the
Lease. SUBLESSEE will maintain throughout the term of this Sublease statutory worker’s compensation
insurance including employer’s liability for all employees as required by applicable state and
federal regulations.
3
12. DELIVERY AND RETURN OF PREMISES.
(a) SUBLESSOR will deliver the Premises to SUBLESSEE in an “as is” condition. SUBLESSEE shall
have the right to make alterations to the Premises, subject to Section 4 of this Sublease, all at
SUBLESSEE’s sole cost and expense.
(b) At the termination of SUBLESSEE’s right to possession hereunder, SUBLESSEE shall surrender
possession of the Premises to SUBLESSOR and deliver all keys and security access instruments to the
Premises to SUBLESSOR, and shall subject to the provisions of Sections 12(c) and (d) hereunder
return to SUBLESSOR the Premises and all equipment and fixtures of SUBLESSOR broom clean, with all
rubbish removed, in at least as good condition and state of repair as when SUBLESSEE originally
took possession, ordinary wear and tear excepted and loss or damage by fire, or other insured
casualty excepted, failing which SUBLESSOR may restore the Premises, equipment and fixtures to such
condition and state of repair and SUBLESSEE shall, upon demand, pay to SUBLESSOR the cost thereof.
(c) All installations, additions, fixed partitions, hardware, light fixtures, supplementary
heating or air conditioning units, non-trade fixtures and improvements temporary or permanent,
except movable furniture and equipment belonging to SUBLESSEE, in or upon the Premises, whether
placed there by SUBLESSEE or SUBLESSOR, shall be SUBLESSOR’s property and shall remain upon the
Premises upon expiration of SUBLESSEE’s possession hereunder, all without compensation, allowance
or credit to SUBLESSEE, except as provided in Sections 4 and 6 hereof. However, if required by
SUBLESSOR in writing prior to SUBLESSEE making such improvements, SUBLESSEE, at SUBLESSEE’s sole
cost and expense, shall promptly remove the installations, additions, partitions, hardware, light
fixtures, supplementary heating or air conditioning units, non-trade fixtures and improvements
placed in or upon the Premises by SUBLESSEE, and repair any damage to the Premises caused by such
removal, failing which SUBLESSOR may remove the same and SUBLESSEE shall, upon demand, pay to
SUBLESSOR the cost of such removal and of any necessary restoration of the Premises. All fixtures,
installations and personal property belonging to SUBLESSEE not removed from the Premises upon
termination of this Sublease and not required by SUBLESSOR to have been removed as provided herein
shall be conclusively presumed to have been abandoned by SUBLESSEE and title thereto shall pass to
SUBLESSOR under this Sublease as by a xxxx of sale.
(d) SUBLESSEE shall remove SUBLESSEE’s furniture, machinery, equipment, safes, trade fixtures
and other items of movable personal property of every kind and description from the Premises and
restore any damage to the Premises caused thereby, such removal and restoration to be performed
prior to the expiration of the term of this Sublease, failing which SUBLESSOR may do so and
SUBLESSEE shall, upon demand, pay to SUBLESSOR the cost thereof.
13. INDEMNITY. SUBLESSEE agrees to indemnify, defend, and hold harmless SUBLESSOR
from and against any and all liabilities, losses, damages, expenses, demands, suits, judgments or
claims, including attorneys fees and other expenses in connection therewith, incurred by SUBLESSOR
and in any way related to SUBLESSEE, this Sublease or the Premises. This indemnity provision shall
survive the expiration or earlier termination of this Sublease.
4
14. DEFAULT; REMEDIES. Any action or omission by the SUBLESSEE that results in a
default under the Lease shall be a default under this Sublease. In the event of SUBLESSEE’s
failure to pay rent according to the terms of this Sublease, or any other default under this
Sublease, the SUBLESSOR is entitled to exercise each and every remedy against SUBLESSEE to which it
is entitled by law or in equity, including, without limitation, any right or remedy against
SUBLESSEE to which the LESSOR is entitled under the Lease.
15. COLLECTION COSTS; ATTORNEY’S FEES. In the event of any default by SUBLESSEE and
should it become necessary for SUBLESSOR to bring an action against SUBLESSEE to enforce this
Sublease or to xxx for its default, SUBLESSOR shall be entitled to recover all costs of enforcement
of suit, including, but not limited to, court costs and reasonable attorney’s fees.
16. BROKERAGE COMMISSIONS. SUBLESSEE warrants that it has had no dealings with any
broker or agent in connection with the negotiation and execution of this Sublease, and SUBLESSEE
agrees to indemnify SUBLESSOR and LESSOR and hold SUBLESSOR and LESSOR harmless from and against
any and all costs, expenses, or liability for commissions or other compensation or charges claimed
by or awarded to any broker or agent with respect to this Sublease.
17. HOLDING OVER. In the event of holding over by SUBLESSEE after the expiration or
other termination of this Sublease, SUBLESSEE shall be a tenant at sufferance. No holding over by
SUBLESSEE after the expiration of the term of this Sublease shall be construed so as to extend or
renew the term of this Sublease.
18. TERMINATION. SUBLESSEE shall have the right to terminate this Sublease in the
event of a casualty to the Premises effective as of the date of such casualty.
19. BINDING AGREEMENT. This Sublease shall be binding upon and shall inure to the
benefit of the SUBLESSOR and SUBLESSEE, and their respective permitted assigns.
20. ASSIGNMENT. Neither this Sublease nor the rights or obligations of the SUBLESSEE
may be assigned, subleased or transferred (by operation of law or otherwise) by SUBLESSEE without
the express written consent of SUBLESSOR and LESSOR, provided that SUBLESSEE shall have the right
to assign this Sublease to any person or entity which acquires through purchase or otherwise a
controlling interest in SUBLESSEE or any entity into which SUBLESSEE shall be merged or
consolidated. The parties hereto acknowledge that this Sublease will be assigned by SUBLESSOR to
LESSOR immediately following its execution by the parties hereto.
21. INVALIDITY. If any provision of this Sublease shall be held to be invalid,
whether generally or as to specific facts or circumstances, the same shall not affect in any
respect whatsoever the validity of the remainder of this Sublease, which shall continue in full
force and effect. Any provision held invalid as to any particular facts and circumstances shall
remain in full force and effect as to all other facts and circumstances, and any invalid provision,
if invalid because it transcends applicable limits of law shall be deemed ipso facto to be reduced
to such permitted level or limit.
5
22. GOVERNING LAW. This Sublease and the rights of the parties hereunder shall be
interpreted in accordance with the laws of the State of Tennessee, as the same shall exist from
time to time.
23. ENTIRE AGREEMENT; AMENDMENTS. This Sublease embodies the entire agreement of the
parties hereto with respect to the subject matter discussed herein. This Sublease may be modified
or amended only by the mutual written agreement of the parties hereto.
24. COUNTERPART SIGNATURE. This Sublease may be executed in one or more counterparts
and each of which shall constitute one and the same instrument.
25. TIME IS OF THE ESSENCE. Time is of the essence of this Sublease.
26. SMOKING. Smoking is strictly prohibited in all areas within the Van Vleet
Building.
27. APPROVAL: The effectiveness of this Sublease is subject to the written consent of
LESSOR approving this Sublease, as evidenced by LESSOR’s execution hereof.
28. NOTICES: All notices required under this Sublease shall be sent to the following
addresses:
To the SUBLESSOR:
UT Research Foundation
000 Xxxxxxx Xxx., Xxxxx 000
Xxxxxxx, XX 00000
000 Xxxxxxx Xxx., Xxxxx 000
Xxxxxxx, XX 00000
To the SUBLESSEE:
GTx, Inc.
0 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
0 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
To the LESSOR:
UT Health Science Center
Business Contracts Xxxxxx
00 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Business Contracts Xxxxxx
00 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties have executed this Sublease in duplicate on the date written
below.
6
GTx, INC. (SUBLESSEE) | UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION (SUBLESSOR) |
||||||
By:
|
/s/ Xxxxx X. Xxxxxxxx | By: | /s/ Xxxxxxx Xxxxx | ||||
Name: Xxxxx X. Xxxxxxxx | Name: Xxxxxxx Xxxxx | ||||||
Title: Vice President, General Counsel | Title: Vice President | ||||||
Date: October 28, 2009 | Date: October 20, 0000 |
XXX XXXXXXXXXX XX XXXXXXXXX (LESSOR) |
||||
By: | /s/ Xxxxxxx X. Xxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxx | |||
Title: | Vice Chancellor — Finance & Operations | |||
Date: October 27, 2009
7
EXHIBIT A
LEASE
8
EXHIBIT B
DESCRIPTION OF PREMISES (Floor Plans)
9
EXHIBIT C
DETAILS REGARDING ACTUAL COST OF OPERATION
10