Exhibit 10.20
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.
CONSENT TO SUBLEASE
This Consent to Sublease (the "Consent") is entered into as of March 16, 2023 (“Effective Date”), by and among WESTPORT OFFICE PARK, LLC, a Delaware limited liability company (formerly a California limited liability company) ("Landlord"), KRIYA THERAPEUTICS, INC., a Delaware corporation ("Tenant"), and TALIS BIOMEDICAL CORPORATION, a Delaware corporation ("Subtenant"), with respect to the following facts and circumstances:
Now, therefore, in consideration of the mutual covenants contained in this Consent, and for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord hereby consents to the Sublease subject to the following terms and conditions, all of which are hereby acknowledged and agreed to by Landlord, Tenant and Subtenant:
1
2
(b) be a waiver by Landlord of any provision of the Lease; or (c) release Tenant from any liability under the terms, agreements, or conditions of the Lease. Notwithstanding the foregoing,
3
Exhibit 10.20
no payment of rent from Subtenant directly to Landlord, regardless of the circumstances or reasons therefor, shall in any manner whatsoever be deemed an attornment by Landlord to Subtenant or by Subtenant to Landlord in the absence of a specific written agreement signed by Landlord to such an effect.
(a) all bills rendered by Landlord for charges incurred by Subtenant for services and materials supplied to the Sublet Premises, including without limitation, any services and materials supplied beyond that which is required by the terms of the Lease and (b) any additional costs incurred by Landlord for maintenance and repair of the Sublet Premises as the result of Subtenant (rather than Tenant) occupying the Sublet Premises (including but not limited to any excess cost to Landlord of services furnished to or for the Sublet Premises resulting from the extent to which Subtenant uses them for purposes other than as set forth in the Lease).
4
Exhibit 10.20
(b) liable for any act or omission of Tenant under the Lease, Sublease or any other agreement between Tenant and Subtenant or for any default of Tenant under any such documents which occurred prior to the effective date of the attornment, provided that Landlord shall be obligated to perform all of its obligations under the Lease; (c) subject to any defenses or offsets that Subtenant may have against Tenant which arose prior to the effective date of the attornment, provided that Landlord shall be obligated to perform all of its obligations under the Lease; (d) bound by any changes or modifications made to the Sublease without the written consent of Landlord;
(e) obligated in any manner with respect to the transfer, delivery, use or condition of any furniture, equipment or other personal property in the Sublet Premises which Tenant agreed would be transferred to Subtenant or which Tenant agreed could be used by Subtenant during the term of the Sublease; or (f) liable for the payment of any improvement allowance, or any other payment, credit, offset or amount due from Tenant to Subtenant under the Sublease. If Landlord does not elect to have Subtenant attorn to Landlord as described above, the term of the Sublease, and the estate thereby granted, shall expire and come to an end, regardless of any provision of the Sublease to the contrary, upon the earlier of (i) its natural expiration date or (ii) concurrently with any premature termination or earlier expiration of the Lease (whether by consent, agreement or other right, now or hereafter agreed to by Landlord or Tenant, or both, or by operation of law or, at Landlord's option, in the event of default by Tenant). Any failure of Subtenant to vacate the Sublet Premises by that date shall be deemed a failure of Tenant to vacate the Premises and a continuing occupancy of the Premises by Tenant. The terms of this Section 14 supersede any contrary provisions in the Sublease.
5
3790 El Camino Real, Unit #614 Palo Alto, CA 94306
With an email copy to: legal@kriyatx.com
Notices shall otherwise be sent in accordance with the terms of, the Lease. Any notice from Landlord to Subtenant may be given to the Sublet Premises in the manner provided for in the Lease with a copy of such notice also given to Subtenant at 1375 West Fulton Market, Suite 700, Chicago, Illinois 60607 in the manner provided for in the Lease.
6
7
Exhibit 10.20
the benefit of their respective heirs, representatives, successors and assigns. The terms and provisions of this Consent will be construed in accordance with, and will be governed by, the laws of the State of California. If any party commences litigation against any other party for the specific performance of this Consent, for damages for the breach hereof or otherwise for enforcement of any remedy hereunder, the parties waive any right to a trial by jury and, in the event of any commencement of litigation or arbitration, the prevailing party or parties shall be entitled to recover from the non-prevailing party or parties such costs and reasonable attorneys' fees as may have been incurred. This Consent may be executed in counterparts and shall constitute an agreement binding on all parties notwithstanding that all parties are not signatories to the original or the same counterpart provided that all parties are furnished a copy or copies thereof reflecting the signature of all parties. Delivery via facsimile or PDF transmission of a counterpart of this Consent executed by the party(ies) making such delivery shall constitute a valid execution and delivery of this Consent 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 Consent electronically and (b) the electronic signatures appearing on this Consent shall be treated, for purposes of validity, enforceability and admissibility, the same as hand-written signatures.
[Signatures are on following pages]
8
Exhibit 10.20
IN WITNESS WHEREOF, this Consent is executed as of the date first-above written.
"LANDLORD"
WESTPORT OFFICE PARK, LLC, a Delaware
limited liability company (formerly a California limited liability company)
By: | /s/ Jessica Brock |
Its: | Authorized Signatory |
9
Exhibit 10.20
"TENANT"
KRIYA THERAPEUTICS, INC., a Delaware
corporation
By: | /s/ Curt Herberts |
Its: | President & COO |
By: | /s/ Dana B. Johnson |
Its: | Secretary & CLO |
If this entity is a corporation, this instrument must be executed by BOTH the chairman of the board, the president or any vice president AND the secretary, any assistant secretary, the chief financial officer or any assistant financial officer or any assistant treasurer of such corporation, unless the bylaws or a resolution of the board of directors shall otherwise provide, in which case the bylaws or a certified copy of the resolution, as the case may be, must be attached to this instrument.
10
Exhibit 10.20
"SUBTENANT"
TALIS BIOMEDICAL CORPORATION, a
Delaware corporation
By: | /s/ J. Roger Moody |
Its: | CFO |
By: | /s/ Gillian Green |
Its: | SVP Legal, Corporate Secretary |
If this entity is a corporation, this instrument must be executed by BOTH the chairman of the board, the president or any vice president AND the secretary, any assistant secretary, the chief financial officer or any assistant financial officer or any assistant treasurer of such corporation, unless the bylaws or a resolution of the board of directors shall otherwise provide, in which case the bylaws or a certified copy of the resolution, as the case may be, must be attached to this instrument.
11