SUBLEASE
Exhibit
10.2
SUBLEASE
This
Sublease Agreement (“Sublease”)
is
effective the 16th day of July, 2007, by and between VioQuest,
Inc., f/k/a Chiral Quest, Inc.
(“Tenant”),
and
Chiral
Quest Acquisition Corp.
(“Subtenant”)
with
reference and respect to the following facts and circumstances:
RECITALS:
A. Princeton
Corporate Plaza, LLC (“Landlord”)
and
Tenant are parties to a Lease dated as of March 28, 2003, as amended on February
10, 2004, June 7, 2004, January 4, 2005, October 6, 2005, January 19, 2006
and
July 16, 2007 (as so amended, the “Lease”)
under
which Landlord leased to Tenant that certain real property commonly known as
0
Xxxx Xxxx Xxxxx, Xxxxx X and 00 Xxxx Xxxx Xxxxx, Xxxxx 000, all in Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000 as more particularly described in the Lease (the
“Premises”).
B. Tenant
desires to sublease the Premises to Subtenant, all upon and subject to all
of
the terms and conditions hereinafter set forth.
AGREEMENT
Now
therefore, in consideration of the foregoing and the terms and conditions
hereinafter, Tenant and Subtenant agree as follows:
1. Premises.
Tenant
hereby leases to Subtenant, and Subtenant hereby leases from Tenant for the
Term
and at the Rent specified below and upon all of the conditions set forth herein,
that certain space containing approximately 8259 (in 0 Xxxx Xxxx Xxxxx) and
741
(in 00 Xxxx Xxxx Xxxxx) square feet of office and laboratory space located
at
the Premises.
2. Delivery
of Premises.
Tenant
will deliver the Premises to Subtenant on the Commencement Date (defined below)
in its current condition, and Subtenant accepts the premises and related
improvements in their existing condition and state of repair.
3. Term.
This
Sublease shall become effective and commence July 16, 2007 and shall expire
on
May 30, 2008 (the “Expiration Date”).
4. Use.
The
Subtenant shall use and occupy the Premises for general office and laboratory
purposes or any other lawful purpose. The Subtenant shall not use the Premises
nor permit it to be used for any unlawful business or other purpose whatsoever.
Tenant shall comply with all applicable laws in the operation of its business
and use of the Premises.
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5. Rent.
(a) Base
Rent.
In
consideration of Tenant’s sublease of the Premises as described in this
Sublease, Subtenant shall pay Tenant base rent of Nineteen Thousand Four Hundred
Thirty Nine and 00/100ths Dollars ($19,439.00) per month (“Base Rent”). Such
Base Rent shall be payable in advance in equal monthly installments commencing
on the first day of the Term and continuing on the first day of each and every
month thereafter for the next succeeding months during the balance of the Term.
If the Term commences on a date other than the first day of a calendar month
or
ends on a date other than the last day of a calendar month, monthly rent for
the
first month of the Term or the last month of the Term, as the case may be,
shall
be prorated based upon the ratio that the number of days in the Term within
such
month bears to the total number of days in such month.
Any
installment of Base Rent or Additional Rent, as defined below, or other charges
or amounts to be paid by Tenant accruing under the provisions of this Sublease
that are not paid within five (5) days following Subtenant's receipt of written
notice by Tenant or Landlord (whichever is sooner), shall be subject to late
fees and bear interest at the rate of set forth in the Lease for Rent or other
payments due thereunder, but if such rate exceeds the maximum interest rate
permitted by law, such rate shall be reduced to the highest rate allowed by
law
under the circumstances. All interest or late fees shall be paid by Subtenant
on
demand from Tenant or Landlord. Except as otherwise provided herein, Subtenant’s
covenants to pay the Base Rent and Additional Rent are independent of any other
covenant, condition, provision or agreement herein contained.
(b) Additional
Rent.
In
addition to the Base Rent, Subtenant shall also pay to Tenant additional rent
at
times and intervals as required by the Lease, which shall be equal to any
additional amounts which may be due by the Tenant to the Landlord (excluding
Base Rent thereunder) (“Additional
Rent”)
during
the term of this Sublease.
(c) Payment
directly to Landlord.
Until
and unless otherwise instructed in writing from Tenant, Subtenant agrees to
make
all payments of Base Rent and Additional Rent directly to Landlord, as and
when
due hereunder.
6. Compliance
with the Lease.
Excluding only the payment of Base Rent and Additional Rent, which shall be
paid
by Subtenant to or on behalf of Tenant under Section 5 above, the Subtenant
agrees that, during the Term of this Sublease, it shall comply with all other
obligations of the Tenant under the Lease and, after notice of Landlord default
under the Lease from Subtenant, the Tenant shall use commercially reasonable
efforts to ensure Landlord’s cure of such default.
7. Utilities.
Subtenant
shall pay all costs of utilities services provided to the Premises. Tenant
shall
not be responsible for any damages caused by loss of utilities for any period
of
time.
8. Repair
and Maintenance.
Subtenant
shall, at its sole expense, keep and maintain the Premises as required by the
Lease. If Subtenant shall fail to so keep and maintain, Tenant may, after notice
to Subtenant and opportunity to cure (which cure period shall no less than
thirty (30) days or such longer period as may be reasonably necessary to effect
a cure), make such repairs, maintenance or cleaning or take other necessary
action for Subtenant’s account, and the reasonable expense thereof shall be
payable by Subtenant to Tenant within ten (10) days after written notice
thereof. Any damage caused or repairs or maintenance necessary with respect
to
the Premises by excessive wear and tear resulting from the operation of the
business of the Subtenant, or from willful or negligent acts on the part of
the
Subtenant, its employees, agents, invitees, or contractors, shall be the
responsibility of Subtenant and Subtenant shall reimburse Tenant for any expense
incurred in connection therewith.
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9. Alterations
and Improvements by Subtenant.
Subtenant may not make any material alterations, additions or improvements
to
the Premises without first obtaining the written consent of Tenant.
10. Use
of Parking Facilities.
The
Subtenant shall comply with all conditions contained in the Lease related to
the
parking area adjacent to the building.
11. Assignment
or Subletting.
The
Subtenant may not assign or hypothecate this Sublease or sublet the Premises
or
any part hereof, whether by voluntary act, operation of law, or otherwise,
without the prior written consent of the Tenant in each instance. No assignment
shall release the Subtenant of any of its obligations under this Sublease.
12. Compliance
with Laws:
In
the
event of any approved construction or remodeling, Subtenant
shall ensure that any such activities and the Premises and its business
operations thereon are done in a manner that complies with all applicable laws,
ordinances, rules and regulations of the city, county, state and federal
government and any department thereof. Subtenant will not permit the Premises
to
be used for any unlawful purpose, and will protect the Tenant and save Tenant
and the Premises harmless from any and all fines and penalties that may result
from or be due to any infractions of or non-compliance with such laws,
ordinances, rules and regulations.
13. Personal
Property at Risk of Subtenant.
All
personal property in the Premises shall be located thereon at the risk of the
Subtenant. The Tenant shall not be or become liable for any damages to such
personal property, to the Premises or to Subtenant or any other persons or
property as a result of any cause whatsoever, or for any damage arising from
any
act or neglect of any other person or caused in any other manner
whatsoever.
14. Insurance
Provided by Subtenant.
At all
times while Subtenant is using or occupying any part of the Premises under
this
Sublease or any extension hereof, Subtenant will carry and maintain all
insurance required to be carried by Tenant under the Lease, and shall name
Tenant as an additional insured thereunder. Tenant shall not be responsible
or
liable to the Subtenant for any loss or damage that may be occasioned or caused
by the acts or omissions of any persons whatsoever. Subtenant will furnish
to
Tenant an insurance certificate showing compliance with the above requirements.
Any such coverage shall be deemed primary to any insurance coverage secured
by
Tenant.
15. Indemnification.
Subtenant agrees to indemnify and save Tenant harmless against and from any
and
all claims, loss, damage and expense by or on behalf of any person or persons,
firm or firms, corporation or corporations, arising from any breach or default
on the part of Subtenant in the performance of any covenant or agreement on
the
part of Subtenant to be performed pursuant to the terms of this Sublease or
the
Lease, or arising from any act or negligence on the part of Subtenant or its
agents, contractors, servants, employees or licensees, or arising from any
accident, injury or damage to the extent caused by Subtenant, its agents and
employees to any person, firm or corporation occurring during the Term of this
Sublease, in or about the Premises, and from and against all loss, reasonable
attorney’s fees, expenses and liabilities incurred in or about any such claim or
action or proceeding brought thereon; and in case any action or proceeding
be
brought against Tenant by reason of any such claim, Subtenant, upon notice
from
Tenant, covenants to resist or defend such action or proceeding by counsel
reasonably satisfactory to Landlord and Tenant.
3
16. Default
by Subtenant.
The
occurrence of any of the following during the Term of this Sublease will be
an
event of default:
a. Subtenant
fails to pay any installment of Base Rent, or Additional Rent or any other
allowed charge, when the same is due and it remains unpaid for a period of
five
(5) days following receipt of written notice by Subtenant from Tenant;
or
b. Subtenant
fails to comply with any other provision of this Sublease, and does not cure
such noncompliance within thirty (30) days of Tenant’s written notice to
Subtenant of such noncompliance, or such longer period as may be reasonably
necessary to effect a cure given the nature of such noncompliance, but in no
event more than sixty (60) days; or
c. Subtenant
files or has filed against it or any guarantor of this Sublease any bankruptcy
or other creditor’s action, or makes an assignment for the benefit of its
creditors.
Upon
the
occurrence of an event of default beyond any applicable notice and cure periods,
Tenant may elect, upon ten (10 days’ written notice to Subtenant, either (i) to
cancel and terminate this Sublease, or (ii) to terminate Subtenant's right
to
possession only without canceling and terminating this Sublease. Notwithstanding
the fact that initially Tenant elects under (ii) above to terminate Subtenant's
right to possession only, Tenant will have the continuing right to cancel and
terminate this Sublease upon five (5) days notice to Subtenant of such further
election, and will have the right to pursue any remedy of law or in equity
that
may be available to Tenant. In the event of election under (ii) above to
terminate Subtenant's right to possession only, Tenant, at its option, may
enter
into and take possession of the Premises without such entry and possession
terminating this Sublease, or releasing Subtenant, in whole or in part, from
Subtenant's obligations to pay the Rent and any other charges provided for
herein. Upon and after entering into possession without termination of the
Sublease, Tenant may remove all persons and property from the Premises, and
such
property may be stored in a public warehouse or elsewhere at the cost and for
the account of Subtenant, without Tenant becoming liable for any loss or damage
which may be occasioned thereby. Upon such re-entry, Subtenant will be liable
to
Tenant:
a. For
the
immediate payment of all unpaid installments of Rent and other unpaid sums
that
were due prior to such re-entry;
b. For
the
installments of Rent and other sums due pursuant to the provisions of this
Sublease for the periods after re-entry, less any rents paid to Tenant
thereafter, if any; and
4
c. For
all
reasonable expenses, including advertising expenses, brokerage fees, attorneys'
fees, and costs of repairs, which will be payable as they are
incurred.
No
re-entry or taking possession of the Premises by Tenant will be construed as
an
election on its part to terminate this Sublease unless a written notice of
such
intention be given to Subtenant, or unless the termination thereof be decreed
by
a court of competent jurisdiction.
Except
as
provided by law, all rights and remedies of the parties herein enumerated shall
be cumulative and are not intended to be exclusive of any other remedies or
means of redress to which such party may be lawfully entitled in case of any
breach or threatened breach of the other party of any provision of this
Sublease. The failure of either party to insist in any one or more cases upon
the strict performance of any of the covenants of this Sublease or to exercise
any option herein contained shall not be construed as a waiver or relinquishment
for the future of such covenant or option. A receipt by Tenant of rent with
knowledge of the breach of any covenant hereof (other than breach of the
obligation to pay the portion of such rent paid) shall not be deemed a waiver
of
such breach, and no waiver by either party of any provisions of this Sublease
shall be deemed to have been made unless expressed in writing and signed by
such
party. In addition to other remedies in this Sublease provided, the parties
shall be entitled to all other remedies available at law or in equity, including
but not limited to the restraint by injunction of the violation or attempted
or
threatened violation of the covenants, conditions and provisions of this
Sublease.
17. Eminent
Domain. If
the
whole or any portion of the Premises is taken by eminent domain, or conveyance
in lieu thereof is made (a “Taking”), the terms of the Lease shall control as to
Subtenant’s continuing rights in the Premises and any adjustment to the Rent due
hereunder, and Tenant hereby assigns to Subtenant any of its rights thereunder
relating to issues of eminent domain of the Premises.
18. Mechanic’s
Liens.
The
Subtenant hereby covenants and agrees that the Subtenant will not permit or
allow any mechanic's or materialman's liens to be placed on the Tenant's
interest in the Premises during the term hereof.
19. Tenant’s
Access.
Tenant,
its employees, and its agents shall have the right to enter the Premises at
all
reasonable times with reasonable advance notice for the purpose of inspecting,
repairing, altering, or improving the Premises or the building or, in the last
three months of this Sublease, to exhibit the Premises to prospective tenants,
purchasers, or others.
20. Notices.
All
communications, demands, notices, or objections permitted or required to be
given or served under this Sublease shall be in writing and shall be deemed
to
have been duly given or served if delivered in person to the other party or
its
duly authorized agent or three (3) days after deposited in the United States
mail, postage prepaid, first class mail, and addressed to the other party to
this Sublease, to the address set forth below or as subsequently designated
by a
party in writing:
5
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If
to Sublessee:
Chiral
Quest Acquisition Corp.
0
Xxxx Xxxx Xxxxx
Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attn:
Xumu Zhang
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If
to Tenant:
000
Xxxxx Xxxx Xxxx
Xxxxx
000
Xxxxxxx
Xxxxx, Xxx Xxxxxx 00000
Attn:
Xxxxx Xxxx
|
21.
Successors
and Assigns.
This
Sublease shall be binding on and shall inure to the benefit of the parties
hereto and their respective assigns, executors, heirs, personal representatives,
and successors. Tenant shall have the right to assign this
Sublease.
22. Amendment,
Modification or
Waiver.
No
amendment, modification, or waiver of any condition, provision, or term of
this
Sublease shall be valid or of any effect unless made in writing, signed by
the
party or parties to be bound, or its duly authorized representative, and
specifying with particularity the extent and nature of such amendment,
modification, or waiver. Any waiver by any party of any default of another
party
shall not affect or impair any right arising from any subsequent
default.
23. Quiet
Enjoyment and Surrender.
Notwithstanding anything to the contrary in this Lease, Tenant covenants
that, upon Subtenant's timely payment of the rent required under this sublease
and subtenant’s timely performance of all of the other terms and conditions of
this sublease to be performed by subtenant, Subtenant's peaceful and quiet
enjoyment of the Premises shall not be disturbed by Tenant. At the expiration
of
the term hereunder (as the same may be extended hereby), whether by lapse of
time or otherwise, Subtenant shall surrender the Premises in the condition
required by the Lease at the time of surrender of the Premises thereunder.
In
the event Subtenant remains in possession of the Premises after the expiration
of the tenancy created hereunder, and without the execution of a new lease,
it
shall be deemed to be occupying the Premises as a tenant from month-to-month
basis, subject to all the other conditions, provisions and obligations of this
Lease insofar as the same are applicable to a month-to-month tenancy and
Subtenant shall be liable to Tenant for all costs and expenses as may be
incurred by Tenant under the Lease or otherwise as a result of such holdover.
24. Entire
Agreement.
This
Sublease and the Exhibits hereto contain the entire understanding of the parties
hereto with respect to the transactions contemplated hereby and supersedes
all
prior agreements and understandings between the parties with respect to the
subject matter.
25. New
Jersey Law.
This
Sublease shall be construed and enforced in accordance with the laws of the
state of New Jersey.
26. Counterparts.
This
Sublease may be executed in any number of counterparts, all of which shall
be
considered one and the same Sublease notwithstanding that all parties hereto
have not signed the same counterpart.
27. Landlord’s
Consent and Nondisturbance.
The
parties hereto acknowledge that this Sublease is subject to Landlord’s consent
as set forth herein as Exhibit A.
6
The
parties hereto have duly executed this Sublease Agreement effective as of the
date and year first above-written.
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SUBTENANT:
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Chiral
Quest Acquisition Corp..
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f/k/a
Chiral Quest, Inc.
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/s/
Xxxxx Xxxx
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By:
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/s/
Xumu Zhang
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Its:
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CFO
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Its:
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Chairman
of the Board
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7
EXHIBIT
A
LANDLORD
CONSENT
THIS
CONSENT is made this 16th day of July, 2007 by Princeton
Corporate Plaza, LLC (the
"Landlord").
RECITALS:
A. Princeton
Corporate Plaza, LLC (“Landlord”)
and
Tenant are parties to a Lease dated as of March 28, 2003, as amended on February
10, 2004, June 7, 2004, January 4, 2005, October 6, 2005, January 19, 2006,
and
July 16, 2007 (as so amended, the “Lease”)
under
which Landlord leased to Tenant that certain real property commonly known as
0
Xxxx Xxxx Xxxxx, Xxxxx X, Xxxxxxxx Xxxxxxxx, Xxx Xxxxxx, as more particularly
described in the Lease (the “Premises”).
B. Tenant
desires to sublease the Premises to Chiral Quest Acquisition, Inc. ("Sublessee")
pursuant to the terms of a Sublease Agreement, dated July 16, 2007 (the
"Sublease"),
a
complete copy of which this Consent is attached, all
upon
and subject to all of the terms and conditions hereinafter set forth.
.
AGREEMENT
NOW,
THEREFORE, Landlord hereby consents to the subletting of the Premises by Tenant
to Sublessee pursuant to the Sublease, subject to the following terms and
conditions, and the parties executing this Consent hereby agree as
follows:
1. Neither
this Consent nor the Sublease shall relieve Tenant of any of Tenant's
obligations under the Lease, and Tenant shall remain fully liable for the
faithful performance of all covenants, terms and conditions of the Lease on
the
Tenant's part to be performed. Except as set forth in the Sublease, neither
this
Consent nor any term or provision in the Sublease shall be deemed to (i) expand
or otherwise alter Landlord's obligations under the Lease, (ii) diminish
Landlord's rights under the Lease, or (iii) otherwise modify the terms and
conditions of the Lease.
2. This
Consent by Landlord to the Sublease shall not constitute Landlord's consent
to
any other or subsequent sublease or assignment by the Sublessee or Tenant.
3. Landlord
certifies that as of the date hereof, (i) the Lease is in full force and effect
and has not been modified or amended in any respect, (ii) the Lease represents
the entire agreement between Landlord and Tenant with respect to the Premises,
(iii) to Landlord's knowledge, there are no defaults existing on the part of
Tenant, and (iv) to Landlord's knowledge, there is no existing basis for
Landlord to cancel or terminate the Lease.
4. The
terms
and conditions of this Consent may only be modified by a written instrument
signed by Landlord which expressly states that it is a modification of this
Consent.
8
5. Landlord
agrees to deliver a copy to Subtenant of all notices of default and all other
notices to Tenant under the Lease. All copies of any such notices shall be
delivered personally or sent either by recognized national overnight courier
service or by United States registered or certified mail, postage prepaid,
return receipt requested to the addresses set forth in the Sublease or the
Lease, as applicable.
6. Landlord
agrees to give Sublessee the same notice of default and cure rights which are
provided to Tenant under the Lease, with such cure periods to run concurrently.
7. This
Consent shall be construed, interpreted and applied in accordance with, and
shall be governed by, the laws applicable to the state in which the Premises
are
located.
8. This
Consent is conditioned on Tenant reimbursing Landlord for Landlord’s
out-of-pocket attorney fees incurred in execution of this Consent, which
attorney fees shall not exceed $2000.00.
IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals as of
the
day, month and year first above written.
LANDLORD:
Princeton
Corporate Plaza, LLC (the
"Landlord").
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By:
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/s/
Xxxxxx Xxxx
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(print
or type name)
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Its:
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