Exhibit 10.1
SUBLEASE
THIS SUBLEASE (this "Sublease") is dated for reference purposes as of April 16, 2024, and is made by and between Surrozen Operating, Inc., a Delaware corporation ("Sublessor"), and Nura Bio, Inc., a Delaware corporation ("Sublessee"). Sublessor and Sublessee hereby agree as follows:
l. Recitals: This Sublease is made with reference to the fact that HCP Oyster Point III LLC, as landlord ("Master Lessor"), and Sublessor, as tenant, entered into that certain lease, dated as of August 4, 2016 (the "Master Lease"), with respect to premises consisting of approximately 32,813 rentable square feet of space, located on the fourth floor (the "Premises") of a building located at 171 Oyster Point Boulevard, South San Francisco, California (the "Building"). A copy of the Master Lease is attached hereto as Exhibit A.
later of (a) receipt of Master Lessor's written consent to this Sublease or (b) delivery of the Subleased Premises to Sublessee with the lab portions of the Subleased Premises fully decommissioned (the "Commencement Date"), and shall continue on a month-to-month basis subject to Section 3.A(ii) below, unless the Sublease is sooner terminated pursuant to its terms or the Master Lease is sooner terminated pursuant to its terms.
insurance required under this Sublease. Such occupancy shall be subject to all of the provisions of this Sublease, except for the obligation to pay Rent and shall not advance the expiration of this Sublease.
Beginning Month: | Base Rent |
Commencement Date | $35,086.50 |
12Month Anniversary of Commencement Date (if applicable) | $36,139.09 |
Base Rent shall be subject to a three percent (3%) annual increase, commencing on the 12- month anniversary of the Commencement Date as reflected on the table above, and on each 12- month anniversary thereafter, provided that the parties continue to renew the Sublease on a month- to-month basis through such time.
Base Rent and Additional Rent, as defined in Paragraph 4.B below, shall be paid on or before the first (1st) day of each month. If an increase in Base Rent becomes effective on a date other than the first day of a calendar month, the Base Rent for that month shall be the sum of the two applicable rates, each prorated for the portion of the month during which the rate is in effect. Base Rent and Additional Rent shall be payable without notice or demand and without any deduction, offset, or abatement, in lawful money of the United States of America. Base Rent and Additional Rent shall be paid directly to Sublessor at the applicable address set forth below Sublessor' s signature to this Sublease or such other address as may be designated in writing by Sublessor.
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All monies other than Base Rent required to be paid by Sublessor under the Master Lease, as incorporated herein, as to the Subleased Premises, including, without limitation, Sublessee’s pro rata share based on the square footage of the Subleased Premises to the square footage of the Premises ("Pro Rata Share") of any amounts payable by Sublessor to Master Lessor as "Direct Expenses" (as defined in Section 4.2.2 of the Master Lease) and costs of utilities under Section 6.2 of the Master Lease, as incorporated herein, with respect to the Subleased Premises, and costs of janitorial services as to the Subleased Premises, shall be paid by Sublessee to Sublessor hereunder as and when such amounts are due under the Master Lease, as incorporated herein. Estimates thereof shall be paid by Sublessee to Sublessor on or before the first (1st) day of each month in the amount set forth on Exhibit C, subject to reconciliation. Sublessee shall be entitled to all credits, if any, given by Master Lessor to Sublessor for Sublessor's overpayment of such expenses.
Sublessee shall also pay Sublessor, within thirty (30) days of receipt of invoice therefor: (i) a Pro Rata Share of the cost of Sublessor maintaining, operating and performing any repairs (but excluding any capital improvements, expenditures or replacements) ("Services Expenses"), and shall pay the entire cost of such amounts to the extent due to the misuse or excess use or negligence, willful misconduct or violation of this Sublease by Sublessee or its agent, employee, or contractor; and (ii) for the cost of certain “Common Services” (as defined in Exhibit E below) to the extent expressly set forth on Exhibit E as being payable by Sublessee.
All amounts referenced in this Section 4.B. shall be deemed additional rent ("Additional Rent"). Base Rent and Additional Rent hereinafter collectively shall be referred to as "Rent".
Notwithstanding anything to the contrary in the Sublease, (i) Sublessee shall not be required to pay any Rent or perform any obligation that is required as a result of a default by Sublessor of any of its obligations under the Master Lease (except to the extent such default was due to the negligence, willful misconduct or violation of this Sublease by Sublessee) or the misuse, negligence or willful misconduct of or by Sublessor or its agents, contractors or invitees or the violation of law by Sublessor, and (ii) in no event shall Sublessee be required to pay for any portion of the cost of the Tenant Improvements under the Master Lease (including, without limitation, any First Additional TI Allowance Payment or Second Additional TI Payment).
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stated above. Upon the expiration of this Sublease, Sublessor shall return to Sublessee so much of the Security Deposit as has not been applied by Sublessor pursuant to this paragraph, or which is not otherwise required to cure Sublessee's defaults.
Sublessee shall be responsible for any damage to the Building due to the installation, removal or use of its equipment.
5.3 of the Master Lease, as incorporated herein. Subject to Master Lessor's consent, Sublessor approves of Sublessee's use in accordance with the Master Lease of the Hazardous Materials listed in the questionnaire provided to Sublessor concurrently herewith in the form attached as Exhibit F.
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Sublessee shall comply with all reasonable rules and regulations promulgated from time to time by Sublessor and Master Lessor.
19.2 of the Master Lease and by applicable law.
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forth in this paragraph, the address of each party for all purposes connected with this Sublease shall be the applicable address set forth below its signature at the end of this Sublease. All notices, demands or communications in connection with this Sublease shall be (a) personally delivered; or (b) properly addressed and (i) submitted to an overnight courier service, charges prepaid, or (ii) deposited in the mail (certified, return receipt requested, and postage prepaid). Notices shall be deemed delivered upon receipt, if personally delivered, one (1) business day after being submitted to an overnight courier service and three (3) business days after mailing, if mailed as set forth above.
All notices given to Master Lessor under the Master Lease shall be considered received only when delivered in accordance with the Master Lease.
(vii) with respect to any approval required to be obtained from the "Landlord" under the Master Lease, such consent must be obtained from both Master Lessor and Sublessor, and the approval of Sublessor may be withheld if Master Lessor's consent is not obtained; (viii) in any case where the "Landlord" reserves or is granted the right to manage, supervise, control, repair, alter, regulate the use of, enter or use the Premises or any areas beneath, above or adjacent thereto, perform any actions or cure any failures, such reservation or right shall be deemed to be for the benefit of both Master Lessor and Sublessor; (ix) in any case where "Tenant" is to indemnify, release or waive claims against "Landlord", such indemnity, release or waiver shall be deemed to run from Sublessee to both Master Lessor and Sublessor; (x) in any case where "Tenant" is to execute and deliver certain
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documents or notices to "Landlord", such obligation shall be deemed to run from Sublessee to both Master Lessor and Sublessor; (xi) all payments shall be made to Sublessor; (xii) Sublessee shall not have the right to terminate this Sublease due to casualty or condemnation unless Sublessor has such right under the Master Lease; and (xiii) Sublessee shall pay all consent and review fees set forth in the Master Lease (with respect to a further sub-subleasing of the Subleased Premises, an assignment of the Sublease or alterations constructed by Sublessee or other requests made by Sublessee) to both Master Lessor and Sublessor and any caps shall apply separately to Master Lessor and Sublessor.
Notwithstanding the foregoing, (a) the following provisions of the Master Lease shall not be incorporated herein: Summary of Basic Lease Information, Sections 1.1.1 (the first two sentences), 1.1.2 (the first sentence), 2.1 (except the fourth sentence), 2.2, 4.6, 5.3.1.1 (the last sentence), 5.3.1.4.3 (except with respect to the indemnity for Hazardous Materials Released by Sublessor and the nonliability provisions with respect to Hazardous Materials that exist in, on or about the Project as of the date hereof or Hazardous Materials Released by Master Lessor or any "Landlord Parties" under the Master Lease), 6.2 (the last sentence), 7.3, 8.1 (the second and third sentences), 8.5 (the last four sentences), 10.7, 10.8, 18 (first and third sentences), 21, 23.1 (subparts
(i) and (ii) and the last two sentences), 29.13 (the first sentence), 29.18, 29.24 and 29.29.2 (the last sentence) and Exhibits B and F-H; (b) references in the following provisions to "Landlord" shall mean Master Lessor only: Sections 1.1.1 (the last two sentences, except the second reference), l.1.2(iv), 1.1.3, 1.2 (except the last sentence), 4.2.4, 4.3, 6.1 (the first and last sentences), 6.5 (the first two sentences), 6.6 (the first two sentences), 7.2, 8.4 (the last reference in the first sentence), 10.2, 11.1 (the second and third sentences), 11.2 (except the last reference), 13 (the first sentence), 23.1 (the last sentence), 29.26 (the first sentence) and 29.29.1; (c) references in the following provisions to "Landlord" shall mean Master Lessor and Sublessor: Sections 4.5, 5.3.1.2-4, 5.3.2, 6.4, 10.4, 17, 24 (the third sentence) and 26.2; (d) references to the "Permitted Use" shall mean the use permitted under Section 10 above; (e) the number of parking spaces in Section 9 of the Summary of Basic Lease Information (as referenced in Section 28 of the Master Lease) shall be 17; (f) Tenant's Share shall mean 4.59% as to the Building and 18.60% as to the Premises; (g) subject to Master Lessor's approval, Sublessor agrees that Nura Bio, Inc. and Nura Bio are not Objectionable Names; and (h) in Section 14.3, Sublessee shall pay Sublessor the entire premium payable to Master Lessor under the Master Lease, plus fifty percent (50%) of any remaining Transfer Premium. For clarification purposes, Sublessor at its sole cost shall be responsible for any Transfer Premium, if any, payable under the Master Lease for the subleasing of the Subleased Premises to Sublessee hereunder.
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reasonably determined by Sublessor to be normal for office use in the office areas, and (b) at Sublessee's sole cost and upon reasonable advance notice to Sublessor, at such other times as Sublessee may request. Sublessee acknowledges that HVAC service to the office areas of the Subleased Premises outside of normal business hours it requests may include service to portions of the Premises outside the Subleased Premises and Sublessee shall be responsible for the full cost of all such service to the extent requested by Sublessee.
Signature Page to Follow
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IN WITNESS WHEREOF, the parties have executed this Sublease as of the day and year first above written.
SUBLESSOR: | SUBLESSEE: | ||
By: | /s/ Charles Williams | By: | /s/ Shilpa Sambashivan |
Name: | Charles Williams | Name: | Shilpa Sambashivan |
Its: | CFO | Its: | Chief Scientific Officer |
Address for Payments and Notice:
171 Oyster Point Blvd., Ste 400 South San Francisco, CA94080 Attention: Chief Financial Officer |
| Address for Notice:
161 Oyster Point Blvd., Ste 200 South San Francisco, CA 94080 Attention: Chief Executive Officer
From and After the Commencement Date: 171 Oyster Point Blvd., Ste 400 South San Francisco, CA 94080 Attention: Chief Executive Officer |
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EXHIBIT A MASTER LEASE
As previously provided to Subtenant by Sublessor
EXHIBIT B
SUBLEASED PREMISES
EXHIBIT C
Estimated Operating Expenses
EXHIBIT D EQUIPMENT AND FURNITURE
EXHIBIT E
COMMON SERVICES
ALL COMMON SERVICES MUST BE COORDINATED THROUGH SUBLESSOR'S FACILITIES MANAGER ONLY BY A SINGLE POINT OF CONTACT AT SUBLESSEE, PLUS A BACK-UP TO ACT WHEN THE PRIMARY CONTACT IS NOT AVAILABLE, EACH IDENTIFIED TO SUBLESSOR IN ADVANCE.
EXHIBIT F ENVIRONMENTAL QUESTIONNAIRE