Exhibit 10.19
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
SUBLEASE
1100 Island Drive, Suite 101, Redwood City, CA 94065
This Sublease (“Sublease”), dated March 16, 2023 ( “Execution Date”), is entered into by and between Kriya Therapeutics, Inc., a Delaware corporation (“Sublandlord”), and Talis Biomedical Corporation, a Delaware corporation (“Subtenant”).
Months | Monthly Rent/RSF | Monthly Rent | Annual Rent |
1-2* | Abated | $0.00 | N/A |
3-10 | $7.95 | $104,661.75 | N/A |
11-22 | $8.23 | $108,324.91 | $1,299,898.92 |
23-34 | $8.52 | $112,116.28 | $1,345,395.36 |
35-46 | $8.81 | $116,040.35 | $1,392,484.20 |
47-58 | $9.12 | $120,101.77 | $1,441,221.24 |
59-70 | $9.44 | $124,305.33 | $1,491,663.96 |
71-82 | $9.77 | $128,656.01 | $1,543,872.12 |
83-Expiration Date | $10.11 | $133,158.97 | $1,597,907.64 |
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*Base Rent for the first two (2) calendar months of the Sublease Term shall be abated, subject to the remaining provisions of this paragraph. For the avoidance of doubt, Subtenant shall pay all Additional Rent and Other Charges (as defined in Sections 4.3 and 4.4 below) due in connection with this Sublease during such abatement period. Notwithstanding anything set forth in this paragraph to the contrary, if Subtenant Defaults, and such Default results in the termination of the Sublease, then Sublandlord shall be entitled to recover, in addition to any other amounts due from Subtenant, the unamortized amount of the abated Base Rent, amortized on a straight-line basis over the Sublease Term.
Prior to the Sublease Commencement Date:
3400 Bridge Parkway Redwood City, CA 94065 Attention: Legal Department
With a copy to:
1375 West Fulton Market, Suite 700
Chicago, IL 60607 Attention: CEO
After the Sublease Commencement Date:
The Sublease Premises Attn: Office Manager
With copy to:
3400 Bridge Parkway Redwood City, CA 94065 Attention: Legal Department
and:
1375 West Fulton Market, Suite 700
Chicago, IL 60607 Attention: CEO
Kriya Therapeutics, Inc.
3790 El Camino Real, Unit #614 Palo Alto, CA 94306
With an email copy to: legal@kriyatx.com
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For Subtenant: Cornish & Carey Commercial dba Newmark Knight Frank
execution.
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waived.
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repair, dis-assemble, re-assemble, move or install the Existing Furniture. Subtenant shall be responsible for any tax assessed upon the transfer of ownership of the Existing Furniture from Sublandlord to Subtenant.
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In the event that Sublandlord audits the books and records, or any of them, of the Master Landlord with respect to any payment of Master Landlord’s Operating Expenses and/or Taxes with respect to the Subleased Premises, subject to Master Landlord’s prior written consent in each instance, Sublandlord agrees to provide Subtenant with copies of any such books and records, provided that Subtenant in all cases agrees to sign any confidentiality agreement (“NDA”) required by Master Landlord and Sublandlord; and provided further, that, subject to Master Landlord’s prior written consent in each instance, Sublandlord shall, upon the reasonable written request of Subtenant and consistent with any express rights accorded to Sublandlord under the Master Lease, at Subtenant’s sole cost and expense, request an audit of Master Landlord’s books and records in which Subtenant may participate, so long as Subtenant first signs any NDA required by Master Landlord and Sublandlord. If Sublandlord obtains a refund allocable to Master Landlord’s Operating Expenses and/or Master Landlord’s Taxes relating to the Subleased Premises after Subtenant makes a payment on account of such Master Landlord Operating Expenses and/or Master Landlord’s Taxes (as applicable), Sublandlord shall, based upon Sublandlord’s equitable determination, refund Subtenant an amount corresponding to Subtenant’s proportionate share of such refund.
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consumption. Subtenant shall be responsible for obtaining and paying directly all telecommunications, including phone and internet services, through direct contract with commercial providers of such services, as well as any security services or other services Subtenant elects to obtain as part of its business.
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cost, damage, expense or liability to the extent caused by the negligence or willful misconduct of Sublandlord or Sublandlord Parties or of Master Landlord or any of its members, managers, officers, directors, shareholders, partners, agents, employees, contractors or other representatives.
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the proposed effective date of the proposed assignment or subletting set forth in Subtenant’s notice. Such option to terminate shall be exercised, if at all, by Sublandlord giving Subtenant written notice thereof within fifteen (15) days following Sublandlord’s receipt of Subtenant’s written request. Time is of the essence with respect to such notice of exercise of Sublandlord’s option to terminate. In the event of such termination by Sublandlord, from and after the effective date of such termination, Sublandlord and Subtenant shall have no further obligations or liabilities to each other with respect to the affected portion of the Sublease Premises, except with respect to obligations or liabilities which have accrued as of, or survive, such termination (in the same manner as if such termination date were the date originally fixed for the expiration of the Sublease Term). Without in any manner limiting the rights of Sublandlord, following any such termination by Sublandlord, Sublandlord may sublease or assign the affected portion of the Sublease Premises to the prospective assignee or sublessee proposed by Subtenant, without liability to the Subtenant. In the event Sublandlord terminates the Sublease as to a portion of the Sublease Premises, as opposed to the entire Sublease Premises, Rent under the Sublease shall be proportionately abated on the per rentable square foot basis. Sublandlord’s failure to exercise such termination right as herein provided shall not be construed as Sublandlord’s consent to the proposed assignment or subletting.
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supervision fee charged by Master Landlord pursuant to the terms of the Master Lease, and any removal or restoration costs necessary or incurred pursuant to the provisions of the Master Lease. In addition to any fees payable to Master Landlord with respect to Alterations under the Master Lease, Subtenant shall reimburse Sublandlord for the reasonable review fees, if any, incurred by Sublandlord by third-party consultants and for the review of plans or any inspections that Sublandlord reasonably deems necessary with regards to the requested Alterations.
In the event of any damage, destruction, casualty or condemnation affecting the Sublease Premises, Rent payable hereunder shall be abated but only to the extent that Rent is abated under the Master Lease with respect to the Sublease Premises. Subtenant shall have no right to terminate this Sublease in connection with any damage, destruction, casualty, condemnation or threat of condemnation except to the extent the Master Lease is also terminated as to the Master Premises or any material portion thereof.
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Holding over by Subtenant is specifically prohibited, and Subtenant shall have no right to retain possession of the Sublease Premises following the expiration or earlier termination of the Sublease Term (“Holding Over”). If Subtenant fails to vacate the Sublease Premises or any portion thereof and deliver the Sublease Premises to Sublandlord in the condition required by this Sublease on or prior to the expiration or earlier termination of this Sublease, then, in addition to any other right or remedy of Sublandlord under this Sublease, at law or in equity, Subtenant shall pay to Sublandlord, in addition to Additional Rent and Other Charges, an amount equal to the greater of (a) [***] percent ([***]%) of the monthly Base Rent in effect immediately prior to the expiration or earlier termination of this Sublease for each month (or portion thereof) that such failure(s) continue(s), and (b) the holdover rent Sublandlord is required to pay to Master Landlord under the Master Lease due to Subtenant’s Holding Over. In addition, Subtenant shall be liable to Sublandlord for all damages incurred by Sublandlord as a result of such Holding Over (including, but not limited to, attorneys' fees and expenses and any rent payable by Sublandlord to Master Landlord under the Master Lease) (including consequential damages) incurred by Sublandlord as a result of such holding over. Notwithstanding the foregoing, Subtenant shall not be liable to Sublandlord for any consequential damages suffered or incurred by Sublandlord as a result of Subtenant Holding Over (other than consequential damages due from Sublandlord to Master Landlord under the Master Lease as a result of Subtenant’s holding over) unless Sublandlord gives Subtenant written notice that Sublandlord has entered into a written lease with a third party covering the Sublease Premises, such written notice states the date that such third party is entitled to take possession of the Sublease Premises following the expiration or earlier termination of this Sublease and Subtenant fails to vacate the Sublease Premises within thirty (30) days following the date of Subtenant’s receipt of Sublandlord’s written notice; however, in no event shall Subtenant be obligated to vacate the Sublease Premises prior to the expiration or earlier termination of this Sublease. No Holding Over by Subtenant or payment by Subtenant after the expiration or earlier termination of this Sublease shall be construed to extend the Sublease Term or prevent Sublandlord from immediately recovering possession of the Sublease Premises by summary proceedings or otherwise.
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(60) days from the date of the entry or granting thereof; or
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harmless provision in the Master Lease for the benefit of Master Landlord that is incorporated herein by reference shall be deemed to apply under this Sublease and inure to the benefit of both Sublandlord and Master Landlord; provided, however, that Sublandlord acknowledges and agrees that despite the provisions of Section 29.1 of the Master Lease, Sublandlord’s liability under this Sublease shall not be limited to Sublandlord’s interest in the Premises, Building or Project.
(B) the entire First Amendment, except Sections 1 (as to the definitions of Relocation Amendment and Relocation Space), 2, 3 (as to Sections 58.1.5 (this Section is incorporated to the extent that Sublandlord agrees only to use commercially reasonable efforts to enforce any rights that Sublandlord has against Master Landlord under this Section of the First Amendment), 58.1.6 (this this Section is incorporated to the extent only that Sublandlord agrees to use commercially reasonable efforts to enforce any obligations that
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Master Landlord has to Sublandlord under this Section of the First Amendment), 58.1.8 (except that such Section 58.1.8 shall be deemed modified to provide that all other terms and conditions of the Master Lease incorporated into this Sublease shall, except to the extent inconsistent with Article 58 of the First Amendment, apply to the Sublease Premises, and further provided that Subtenant shall not be entitled to any allowance)), 4 (only as to 4.1 and 4.4), 7 (and Sublandlord acknowledges and agrees that Subtenant shall not be obligated to remove from the Sublease Premises any of the Relocation Improvements), 8, 13, 14, 16.1, 16.2, 16.3, 16.5, 16.6, 16.7, 16.10, 16.11, Exhibit B-1 and Exhibit C (Sections 1.1 (second sentence to the extent only that Sublandlord agrees to use commercially reasonable efforts to enforce any obligations that Master Landlord has to Sublandlord under this Section of the First Amendment), 4.1 (first sentence to the extent only that Sublandlord agrees to use commercially reasonable efforts to enforce any obligations that Master Landlord has to Sublandlord under this Section of the First Amendment), 4.3.2 (from the beginning of the first sentence and ending with the words “”Landlord shall supervise the construction by Contractor”, to the extent only that Sublandlord agrees to use commercially reasonable efforts to enforce any obligations that Master Landlord has to Sublandlord under this Section of the First Amendment ), and
4.3.3. Furthermore, notwithstanding the foregoing, in the following provisions on the Master Lease which are incorporated herein, all references to “Landlord” shall refer only to “Master Landlord”: Original Lease in the following Sections: Section 1.3 (fifth and sixth sentences only), 6.1, 6.3, 6.5, 6.6, 6.7, 6.8, 7.1, 13.1
(except the second sentence), 13.3, the second and third sentence of Section 29.1, 30.2, 30.4, 30.5,32.1 (last sentence), 32.3 (subject to the express signage rights granted to Subtenant in this Sublease), 34.2, 34.3, 40.2, 44.2, and 57.4; and First Amendment: Sections 58.1.5 (provided that Sublandlord shall similarly have no liability for repairs or replacements necessitated by the negligent acts or omissions of Tenant and/or Tenant’s representatives, agents, contractors and/or employees), 58.1.6 and Exhibit C (Sections 1.1 (second sentence), 4.1 (first sentence), 4.3.2 (from the beginning of the first sentence and ending with the words “Landlord shall supervise the construction by Contractor”), 4.3.3.
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Environmental Laws.
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confirmed) by a financial institution reasonably acceptable to Sublandlord (the “Issuing Bank”), permitting multiple and partial draws thereon from a location in San Francisco (or, alternatively, permitting draws via overnight courier or facsimile in a manner acceptable to Sublandlord), and otherwise in form acceptable to Sublandlord in its reasonable discretion. Sublandlord hereby pre-approves [***] as an Issuing Bank; however, Sublandlord acknowledges and agrees that Subtenant shall not be required to use [***] as the Issuing Bank; it being understood and agreed that if [***] is not the Issuing Bank selected by Subtenant, then the Issuing Bank shall be a financial institution reasonably acceptable to Sublandlord.
(60) days’ prior written notice of non-renewal is provided by the Issuing Bank to Sublandlord; provided, however, that the final expiration date identified in the Letter of Credit, beyond which the Letter of Credit shall not automatically renew, shall not be earlier than the Final LC Expiration Date. Subtenant shall neither assign nor encumber the Letter of Credit or any part thereof. Neither Sublandlord nor its successors or assigns will be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance by Subtenant in violation of this Article 17. If the Letter of Credit held by Sublandlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the Issuing Bank), Subtenant shall deliver a new or amended Letter of Credit or certificate of renewal or extension to Sublandlord not later than thirty (30) days prior to the expiration or termination of the Letter of Credit then held by Sublandlord. Any renewal, amended or replacement Letter of Credit shall comply with all of the provisions of this Sublease.
(60) days or (vi) the Issuing Bank has notified Sublandlord that the Letter of Credit will not be renewed or extended through the Final LC Expiration Date and Subtenant fails to provide Sublandlord with a new or amended Letter of Credit or certificate of renewal or extension on or before the date thirty (30) days prior to the expiration or termination of the Letter of Credit then held by Sublandlord or (vii) Subtenant fails to timely provide a replacement Letter of Credit as required by the terms of this Article 17 (the events described in clauses (ii), (iii), (iv), and (v) above, collectively, being referred to herein as an “Insolvency
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Event”). Upon any such draw, Sublandlord may use all or any part of the proceeds only (a) to cure any Event of Default by Subtenant; (b) to pay any other sum to which Sublandlord becomes obligated by reason of an Event of Default by Subtenant; or (c) to compensate Sublandlord for any monetary loss or damage which Sublandlord suffers thereby arising from an Event of Default by Subtenant. In addition, if the Draw Event is the failure of Subtenant to renew the Letter of Credit as required hereunder, then Sublandlord shall be entitled to draw the entire Letter of Credit as a cash security deposit, held as a pledge under the California Uniform Commercial Code to secure Subtenant's obligations under the Sublease. Among other things, it is expressly understood that the draw proceeds will not be considered an advance payment of Base Rent or Additional Rent or a measure of Sublandlord's damages resulting from any Event of Default by Subtenant hereunder (past, present or future). Further, immediately upon the occurrence and during the continuance of any one or more Draw Events, Sublandlord may, from time to time and without prejudice to any other remedy, use the draw proceeds (whether from a contemporaneous or prior draw on the Letter of Credit) to the extent necessary to make good any arrearages of Base Rent or Additional Rent which Subtenant has failed to pay within any applicable notice and cure periods, to pay to Sublandlord any and all amounts to which Sublandlord is entitled in connection with the pursuit of any one or more of its remedies hereunder due to an Event of Default by Subtenant, and to compensate Sublandlord for any and all other damage, injury, expense or liability caused to Sublandlord by any and all such Events of Default by Subtenant.
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All notices which may or are required to be given by either party to the other shall be in writing and shall be deemed given when received or refused if personally delivered, or if sent by United States registered or certified mail, postage prepaid, return receipt requested, or if sent by a nationally recognized overnight commercial courier service providing receipted delivery, in any such case (a) if to Subtenant, addressed to Subtenant at the addresses specified in the Basic Sublease Provisions or at such other place as Subtenant may from time to time designate by notice in writing to Sublandlord (provided, however, if Subtenant has abandoned the Sublease Premises, any such notice may be properly sent to Subtenant’s agent for service of process), or (b) if for Sublandlord, addressed to Sublandlord at the address specified in the Basic Sublease Provisions or at such other place as Sublandlord may from time to time designate by notice in writing to Subtenant. Each party agrees promptly to deliver a copy of any notice, demand, request, consent or approval received from Master Landlord. Any notice delivered by Sublandlord in connection with, or as a precondition to, a Default by Subtenant shall be in lieu of and not in addition to any notice to pay rent or notice to perform any covenant required under law.
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deliver this Sublease and to perform its obligations hereunder; (c) the person or persons executing this Sublease for Subtenant are fully authorized to so act and no other action is required to bind Subtenant to this Sublease; and (d) Subtenant is duly organized and in good standing in its state of formation and is authorized to conduct business in the state where the Sublease Premises are located.
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in connection with the condition of the Sublease Premises or suitability of the Sublease Premises for Subtenant’s intended use, and (b) no personal liability shall at any time be asserted or enforceable against Sublandlord’s partners, members, shareholders, directors, officers or agents or any of their assets on account of any action or inaction by Sublandlord or Sublandlord’s partners, members, shareholders, directors, agents, officers, employees or contractors under this Sublease.
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the party(ies) making such delivery shall constitute a valid execution and delivery of this Sublease for all purposes as if such party had delivered an original counterpart. Signatures may also be transmitted using electronic signature technology. The party’s further consent and agree that (a) to the extent a party signs this document using electronic signature technology, by clicking “sign”, such party is signing this Sublease electronically and (b) the electronic signatures appearing on this Sublease shall be treated, for purposes of validity, enforceability and admissibility, the same as hand-written signatures.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Sublease as of the Execution Date.
| SUBLANDLORD: |
| SUBTENANT: |
| KRIYA THERAPEUTICS, INC., a Delaware corporation
|
| TALIS BIOMEDICAL CORPORATION, a Delaware corporation
|
By | /s/ Curt Herberts | By | /s/ Roger Moody |
Name | Curt Herberts | Name | Roger Moody |
Title | President & COO | Title | CFO |