EXHIBIT 10.32
AGREEMENT OF LEASE
MADE AND ENTERED INTO IN THE CITY OF MONTREAL, PROVINCE OF QUEBEC, THIS 1st DAY OF JANUARY 2023.
BY AND BETWEEN: | NEOMED INSTITUTE, a corporation governed by the Canada Not-for-profit Corporations Act, having its principal place of business at 7171, Frederick-Banting, City of Montreal, Province of Quebec, H4S 1Z9, herein acting and represented by Matthew Carlyle, CFO, duly authorized as he so declares; |
| LESSOR |
AND: | REPARE THERAPEUTICS INC., Business Corporations Act (Québec), with its head office at 7210, Frederick-Banting, Suite #100, in the City of Montreal, judicial district of Montreal, Province of Quebec, Canada H4S 2A1 herein acting and represented by Christopher Kendall, VP Finance and FP&A, duly authorized as he so declares; |
| LESSEE |
WHICH HAVE ENTERED INTO THE FOLLOWING LEASE AGREEMENT:
DEFINITIONS
The following expressions wherever used herein shall have the following meanings:
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The following costs shall be excluded or deducted, as the case may be, from the Operating Expenses and the Lessee shall not be required to pay:
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A certain emplacement fronting on Frederick-Banting Street in the Borough of Saint-Laurent, City of Montreal, Province of Quebec, known and designated as being Lot ONE MILLION ONE HUNDRED SIXTY-THREE THOUSAND SEVEN HUNDRED NINETY-SIX (1 163 796) of the Cadastre of Quebec, Registration Division of Montreal, together with the Building (as defined above) and any other improvements thereon erected and the parking facilities serving the Building and any other improvements and bearing Civic Number 7171, Frederick-Banting, Borough of Saint-Laurent, City of Montreal, Quebec, H4S 1Z9, as same may be modified from time to time.
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GRANT AND NET LEASE INTENT
RENT
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The Additional Rent for the First (1st), Second (2nd) & Third (3rd) years of the Term is currently estimated at twenty-nine Dollars and eleven cents ($29,11) per square foot for rooms ##1208, 1210 & 2116, including the management fee equal to Fifteen percent (15%) of the applicable annual Base Rent.
The Additional Rent for the First (1st), Second (2nd) & Third (3rd) years of the Term is currently estimated at thirty-eight Dollars and nineteen Cents ($38,19) per square foot for rooms #2232, 2233, 2251, 2232A, 2243AL & 2243L, including the management fee equal to Fifteen percent (15%) of the applicable annual Base Rent.
The Additional Rent for the First (1st), Second (2nd) & Third (3rd) years of the Term is currently estimated at fifty-six Dollars and fifty-nine cents ($56.59) per square foot for rooms #2217, 2272, 2208A & 2208B, including the management fee equal to Fifteen percent (15%) of the applicable annual Base Rent.
The Additional Rent for the First (1st) year of the Term is currently estimated at fifty Dollars ($50,00) per square foot for rooms #2215, 2216, 2218, 2219, 2220A & 2220B, including the management fee equal to Fifteen percent (15%) of the applicable annual Base Rent.
The Additional Rent for the Second (2nd) year of the Term is currently estimated at fifty-four Dollars ($54,00) per square foot for rooms #2215, 2216, 2218, 2219, 2220A & 2220B, including the management fee equal to Fifteen percent (15%) of the applicable annual Base Rent.
The Additional Rent for the Third (3rd) year of the Term is currently estimated at fifty-six Dollars and fifty-nine cents ($56.59) per square foot for rooms #2215, 2216, 2218, 2219, 2220A & 2220B, including the management fee equal to Fifteen percent (15%) of the applicable annual Base Rent.
The foregoing estimate is provided to the Lessee for indicative purposes only and shall in no way limit, affect or otherwise circumscribe the provisions of this Lease concerning the calculation and payment of Additional Rent, and for greater certainty, it is understood that while the aforesaid
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management fee, which is based on applicable annual Base Rent, is determinable in advance, the other elements of Additional Rent are only known as on an ex post facto basis.
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ACCEPTANCE OF LEASED PREMISES
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PLACE OF PAYMENT AND ELECTION OF DOMICILE
HEATING, AIR-CONDITIONING AND UTILITIES
USE
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SUB-LEASE AND ASSIGNMENT
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The Lessor will not have the right, in the circumstances of such assignment or sublet to a Permitted Transferee, to (i) recapture any portion of the Leased Premises; (ii) to delay the Lessee's subleasing efforts; (iii) sublease the Leased Premises for the Lessee; or (iv) set any other conditions that may serve to interfere with the Lessee's rights to mitigate damages, or otherwise unreasonably inhibit the Lessee's ability to sublease or assign the Lease to such Permitted Transferee.
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If this Lease is repudiated, disclaimed, disavowed, resiliated or otherwise terminated by whomsoever in connection with or as a result of the bankruptcy or insolvency of the original Lessee or any assignee or sublessee, the original Lessee and any assignee or sublessee, other than the bankrupt or insolvent person or entity, will enter into a lease upon notice from the Lessor given within sixty (60) days of the Lessor’s knowledge of such repudiation, disclaimer, disavowal, resiliation or other termination, for a term expiring on the date this Lease would have expired but for the repudiation, disclaimer, disavowal, resiliation or other termination and upon the terms and conditions which would have applied during the remainder of the Term had this Lease not been repudiated, disclaimed, disavowed, resiliated or otherwise terminated.
MAINTENANCE, REPAIRS AND ALTERATIONS
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GARBAGE REMOVAL AND EXTERMINATORS
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ENVIRONMENTAL CONCERNS
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PARKING AREA
This policy shall be taken out for an inclusive limit of no less than two million dollars ($2,000,000) for each claim involving bodily injury, death or property damage, or for a higher amount, which amount the Lessor may reasonably require, from time to time.
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DAMAGE OR DESTRUCTION
Provided, and it is hereby expressly agreed that if and whenever during the Term hereby leased, or any renewal thereof, the Property or the Leased Premises shall be destroyed or damaged by fire, lightning or tempest, or any of the other perils required to be insured against under the provisions of this Lease, then and in every such event:
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SIGNS
INTEREST
NO TACIT RENEWAL
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OVERLOADING
GLASS AND WINDOW PANES
NO ABATEMENT OR REDUCTION OF RENT
NON-RESPONSIBILITY OF LESSOR
ENTRY INTO THE LEASED PREMISES
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DEFAULT PROVISIONS
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this Lease, may be terminated forthwith at the option of the Lessor upon written notice to the Lessee. It is expressly agreed that such right of termination is without prejudice to Lessor’s other rights and recourses in the circumstances. In such event, the Lease shall expire and be at an end, and anything herein before to the contrary notwithstanding, as of the date set forth in the Lessor’s aforementioned written notice, and the then current month’s Base Rent and Additional Rent, plus the next ensuing twelve (12) months’ Base Rent and Additional Rent shall thereupon immediately become due and payable, without prejudice to the Lessor’s other rights and recourses in the circumstances, including without limitation, the Lessor’s right to obtain greater damages. Furthermore, in such event, the Lessor without any further formality or judgment, may re-enter and take possession of the Leased Premises as though the Lessee or its employees, agents or representatives, or such other occupant or occupants of the Leased Premises were over-holding lessees and, to remove therefrom any persons or property occupying the Leased Premises, and to bolt the Leased Premises and change the locks thereof. The Lessor shall have the right to re-let the Leased Premises to whomsoever it may choose without further notice or demand being necessary, and may recover from the Lessee all expenses of such re-letting (including any repairs or improvements necessitated thereby), in addition to the amounts mentioned above.
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EXPROPRIATION
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SECURITY
RULES AND REGULATIONS
MORTGAGES AND SUBORDINATION
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RELEASE OF LESSOR
AMENDMENT OF LEASE
NO REPRESENTATIONS OR WARRANTIES
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SEVERABILITY
SUCCESSORS AND ASSIGNS
FORCE MAJEURE
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APPROVAL OF LESSOR
TIME TO BE OF THE ESSENCE
PUBLICATION OF LEASE
SCHEDULES
INTERPRETATION
GOVERNING LAW
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LEGAL COSTS AND BROKERAGE COMMISSIONS
CIVIL CODE WAIVERS
CONTESTATION OF TAXES
CONFIDENTIALITY
Confidential Information may be released (i) to the parties’ employees, partners, legal counsel, consultants and lenders who have a reasonable need for such Confidential Information, provided that such individuals agree to maintain the confidential nature of the information; (ii) as may
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otherwise be required by law; or (iii) as may be necessary for a party to give effect to or otherwise enforce its rights under the present Lease. This provision will be binding upon execution of this Lease or the Lease is terminated.
AUDIT RIGHTS
LANGUAGE DECLARATION
50.1 The Parties hereto have requested that the present Agreement of Lease be drawn up in the English language. Les Parties aux présentes ont exigé que la présente Convention de Bail soit rédigée dans la langue anglaise.
IN WITNESS WHEREOF, the Parties hereto have signed these presents at Montreal , Province of Quebec, on the 1st day of January 2023.
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NEOMED INSTITUTE |
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(LESSOR) |
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PER: | /s/ Matthew Carlyle |
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Name: | Matthew Carlyle |
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Title: | EVP & CFO |
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REPARE THERAPEUTICS INC |
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(LESSEE) |
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PER: | /s/ Christopher Kendall |
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Name: | Christopher Kendall |
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Title: | VP Finance & FP&A |
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SCHEDULE “A”
AUTOMATIC WITHDRAWAL INFORMATION
N/A – already on file
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SCHEDULE “B”
PLAN OF LEASED PREMISES
Basement
SCHEDULE “B”
PLAN OF LEASED PREMISES
Ground Floor
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SCHEDULE “C”
PLAN OF PARKING AREAS
SCHEDULE “D”
LESSOR’S WORK
NA
SCHEDULE “E”
Rules and Regulations
See attached document
SCHEDULE “F”
Square Footage of Leased Premises
Room # | Room Type | Square feet |
1208 | Office | 237 |
1210 | Office | 331 |
2116 | Office | 83 |
2215 | Office in lab suite | 97 |
2216 | Office in lab suite | 97 |
2217 | Biology lab | 321 |
2218 | Office in lab suite | 97 |
2219 | Office in lab suite | 97 |
2232 | Vivarium | 156 |
2233 | Vivarium | 156 |
2251 | Vivarium | 212 |
2272 | Biology lab | 530 |
2208A | Biology lab | 159 |
2208B | Biology lab | 195 |
2220A | Office in lab suite | 78 |
2220B | Office in lab suite | 180 |
2232A | Vivarium | 149 |
2243AL | Vivarium | 119 |
2243L | Vivarium | 151 |
| Total | 3445 |