EXHIBIT 10.13
SUB-SUBLEASE AGREEMENT
THIS SUB-SUBLEASE AGREEMENT (the "Sub-Sublease"), made as of this 3rd
day of July, 2001, by and between Parson Group, LLC, having an office at 190
South LaSalle Street, Chicago, Illinois ("Sub-Sublessor") and Endeavor
Pharmaceuticals,Inc., a Delaware corporation having an office at 127 Racine
Drive, Wilmington, North Carolina ("Sub-Sublessee").
WITNESSETH:
WHEREAS, Sub-Sublessor as "Sublessee" entered into a sublease with The
Ayco Company, L.P., dated April 10, 2000 (the "Sublease"); and
WHEREAS, The Ayco Company, L.P., as "Tenant," (herein "Tenant"
or "Sublessor") had entered into a lease with Mack-Cali Campus Realty, LLC,
(the "Prime Landlord"), as "Landlord", dated September 30, 1998 which lease
was amended two (2) times, with the most-recent amendment dated April 4, 2000,
(the lease and all amendments thereto are collectively referred to as the
"Prime Lease") leasing certain space on the 3rd floor of that certain building
located at 8 Campus Drive, Parsippany, New Jersey (the "Building"). Said Prime
Lease to which reference is made above is incorporated herein by reference; and,
WHEREAS, Sub-Sublessor and Sub-Sublessee have agreed that
Sub-Sublessor shall sublet approximately 4,258 rentable square feet of such
space as rented under the Prime Lease and the Sublease to Sub-Sublessee, as
such space is shown on Exhibit "A" attached hereto and by this reference
incorporated herein upon the terms and conditions as herein described.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto hereby covenant and agree
as follows:
1. PREMISES, RENT AND TERM. (a) Sub-Sublessor hereby
leases to Sub-Sublessee approximately 4,258 rentable square
feet, more or less, of space on the 3rd floor of the Building,
shown on Exhibit "A" (the "Sublease Premises") commencing
on June 25, 2001, (the "Commencement Date") and ending on
March 31, 2004 (the "Term").
(b) The base rent for such Sublease Premises shall be
$10,112.75 calendar month during the Term. The base rent shall
be paid beginning August 1, 2001 (the "Rent Commencement
Date").
(c) Sub-Sublessee shall pay the base rent and Additional Rent
as defined in Section 3 below (collectively the "Rent")
provided for hereunder in advance on the first day of every
month during the Term. If Rent is not received within ten
(10) days after the due date, Sub-Sublessee agrees to pay a
late payment to Sub-Sublessor equal to 10% of the installment
of the Rent.
(d) Notwithstanding anything to the contrary contained
herein, Sub-Sublessee shall pay the Rent directly to the
Sub-Sublessor, Sublessor, or Prime Landlord, as
Sublessor shall direct.
(e) Sub-Sublessee shall have the use of Sub-Sublessor's
parking under the Sublease.
2. ASSIGNMENT. Sub-Sublessee shall not have the
right to assign this Sub-Sublease or further sublet the
Sublease Premises, in whole or in part, nor shall Sub-
Sublessee permit Sub-Sublessee's interest in this Sub-
Sublease to be vested in any third-party by operation
of law or otherwise, without the prior written approval
from Sub-Sublessor, Sublessor, and the Prime Landlord.
3. OTHER CHARGES. Sub-Sublessee shall be liable for
100% of electricity charges relating to the Sublease Premises.
Sub-Sublessee shall pay, on the first of every month during
the Term beginning August 1, 2001, one-twelfth (1/12) of
annual estimated electricity charges of $1.50 a square foot of
the Sublease Premises. At the end of each calendar year during
the Term hereof, Sub-Sublessor shall prorate the actual
electricity charges allocable to the Sublease Premises based
upon the electricity charges presented to Sub-Sublessor by
Sublessor, or by the Prime Landlord. In the event the
estimated electricity charges paid by Sub-Sublessee do not
equal or exceed the prorated actual electricity charges,
Sub-Sublessee shall immediately pay the difference to
Sub-Sublessor. In the event Sub-Sublessee is entitled to a
credit, it shall be applied to the next installment of Rent.
If Sub-Sublessee shall procure any additional services from
the Building, such as after-hour HVAC, Sub-Sublessee shall
pay for same at the rates charged therefore by the Prime
Landlord and shall make such payment to the Sub-Sublessor,
Sublessor, or Prime Landlord, as Sublessor shall direct. Any
Rent or other sums payable by Sub-Sublessee under this
Paragraph 3 shall be Additional Rent and collectible by
Sub-Sublessor as such. If Sub-Sublessor shall receive any
refund from Prime Landlord, or Sublessor, Sub-Sublessee shall
be entitled to the return of so much thereof as shall be
attributable to prior payments by Sub-Sublessee.
4. SUBORDINATE TO PRIME LEASE AND SUBLEASE. This Sub-
Sublease is subject and subordinate in all instances and under
all circumstances to the Prime Lease and the Sublease. In case
of any breach hereof by Sub-Sublessee, Sub-Sublessor shall
have all the rights against Sub-Sublessee as would be
available to Prime Landlord against "Tenant" under the Prime
Lease.
5. USE. Sub-Sublessee shall use the Sublease Premises in
accordance with and subject to the Prime Lease, and in a
manner which does not interfere with Tenant or Sub-Sublessor,
or create any disturbance or nuisance to any other party.
6. SERVICES. Not withstanding anything to the contrary
contained herein, the only services or rights to which Sub-
Sublessee is entitled hereunder are those to which
Sub-Sublessor is entitled to as a Sublessee under the Sublease
and that for all such services and rights Sub-Sublessee will
look to Prime Landlord under the Prime Lease. In the event
Sub-Sublessor is in default as Sublessee under the Sublease,
Sub-Sublessee shall have the right to cure Sub-Sublessor's
default and pay any Rent payable hereunder directly to the
Prime Landlord or Sublessor.
7. NO ACTS; INDEMNITY. (a) Sub-Sublessee shall neither
do nor permit anything to be done which would cause the Prime
Lease or Sublease to be terminated or forfeited or any claims
to accrue to the benefit of the Prime Landlord by reason of
any right of termination or forfeiture reserved or vested
in Prime Landlord under the Prime Lease, or any rights to
damages accruing to or for the benefit of Prime Landlord
under the Prime Lease.
(b) Sub-Sublessee hereby indemnifies and holds Sub-Sublessor
and Sublessor harmless from and against all loss, cost, damage
or expense, including, but not limited to, attorneys' fees and
court costs, incurred by Sub-Sublessor or Sublessor by reason
of any default on the part of Sub-Sublessee by reason of which
the Prime Lease or Sublease may be terminated or forfeited, or
any claims shall accrue to the benefit of or for Prime
Landlord under the Prime Lease, and against any and all other
loss, cost, damage or expense incurred or suffered by
Sub-Sublessor or Sublessor as a result of or arising out of
the negligence of Sub-Sublessee or the failure of
Sub-Sublessee to act in accordance with this Sub-Sublease.
8. PAYMENTS TO SUB-SUBLESSOR BY SUB-SUBLESSEE.
Sub-Sublessee shall pay Sub-Sublessor, upon the execution
and delivery of this Sub-Sublease, the sum of Ten Thousand
One Hundred Twelve Dollars and Twenty-Five Cents ($10,112.75)
as a security deposit. Such security deposit shall be returned
to Sub-Sublessee within ten days of the end of the
Sub-Sublease Term unless Sub-Sublessor notifies Sub-Sublessee
within such ten-day period of a default or breach that
justifies not returning any such security deposit. If security
deposit is not returned in a timely manner Sub-Sublessor shall
pay Sub-Sublessee interest on any portion not returned at a
rate of one and one-half percent (1-1/2%) per month.
9. SUBLEASE PREMISES; REVIEW BY SUB-SUBLESSEE:
(a) Sub-Sublessee shall take the Sublease Premises
"as is, where is", and Sub-Sublessor makes and has made no
representations or warranties whatsoever with respect to
the Sublease Premises or the fitness thereof for
Sub-Sublessee's intended purpose.
(b) Sub-Sublessee hereby acknowledges and agrees that
Sub-Sublessee has had the opportunity to and has reviewed the
Prime Lease and the Sublease. Sub-Sublessor makes no
representations or warranties about said Prime Lease and
Sublease.
(c) Sub-Sublessee shall not alter the Sublease Premises in
any manner without the prior written consent of Sub-Sublessor,
Sublessor and Prime Landlord.
10. BROKERAGE. Sub-Sublessor and Sublessee (individually
hereafter, "Indemnitor") each represent and warrant to the
other party ("Indemnitee") that neither it nor its officers
or agents nor anyone acting on its behalf has death with any
real estate broker other than Newmark JGT of New Jersey, LLC,
and Peter Elliott, New Jersey, LLC, and Indemnitor agrees to
indemnify and hold Indemnitee, its agents, employees,
partners, directors, shareholders and independent contractors
harmless from all liabilities, costs, demands,judgments,
settlements, claims, and losses, including reasonable
attorneys fees and costs, incurred by Indemnitee in
conjunction with any such claim or claims of any broker or
brokers claiming to have interested Sub-Sublessee in the
Building or Sublease Premises on behalf of Indemnitor or
claiming to have cause Sub-Sublessee to enter into this
Sub-Sublease on behalf of Indemnitor. Sub-Sublessor shall pay
the fees of Newmark JGT of New Jersey, LLC, and Peter Elliott,
New Jersey, LLC.
11. INSURANCE. Sub-Sublessee shall obtain and maintain
continuously during the Term of this Sub-Sublease all
insurance identified on Exhibit B, attached hereto.
12. CONSENT OF PRIME LANDLORD AND SUBLESSOR. This
Sub-Sublease is contingent upon the written consent of the
Prime Landlord and Sublessor to the same. If such consent is
not granted within thirty (30) days of the date hereof, this
Sublease shall automatically terminate, Rent shall be
prorated to the date of termination and neither party shall
have any liability to the other as a result of such
termination.
13. FURNITURE: WIRING. Sub-Sublessor shall transfer to
Sub-Sublessee all of its right, title and interest in the
furniture located at the Sublease Premises, listed on
Exhibit C, attached hereto, and in the data/communications
wiring and "rack" located at the Sublease Premises, at no
additional cost. Sub-Sublessee accepts all such furniture,
wiring and "rack" "as is" and "where is".
14. NO OTHER AGREEMENTS. All prior understandings and
agreements between Sub-Sublessor and Sub-Sublessee are
merged within this Sub-Sublease, which alone fully and
completely sets forth the understanding of the parties hereto.
This Sub-Sublease may not be changed or terminated in any
manner other than by an agreement in writing, executed by
the party against whom enforcement of the change or
termination is sought.
15. NOTICE. Any notice of demand which either party may or must
give to the other hereunder shall be in writing and delivered
personally or sent by certified mail, return receipt requested,
addressed as follows:
If to Sublease: Endeavor Pharmaceuticals, Inc.
8 Campus Drive
Parsippany, NJ 07054
ATTN: Kathleen M. Milligan
With a copy to: Endeavor Pharmaceuticals, Inc.
127 Racine Drive, Suite 202
Wilmington, NC 28403
ATTN: Stephen F. Rizzo
If to Sublessor: Parson Group, LLC
190 South LaSalle Street
Fifth Floor
Chicago, Illinois 60606
ATTN: Dan Weinfurter
With a copy to: Charles J. Corrigan
The Collins Law Firm, P.C.
1770 North Park Street
Suite 200
Naperville, Illinois 60563
Either party may, by notice in writing, direct that future notices
or demands be sent to a different address.
16. BINDING. The covenants and agreements herein contained shall
bind and inure to the benefit of Sub-Sublessor, Sub-lessee, and
their respective executors, administrators, successors and
assigns.
IN WITNESS WHEREOF, the undersigned have caused this Sub-Sublease to be
executed on the day and year first above-written.
"SUB-SUBLESSOR"
Parson Group, LLC
By: /s/
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"SUB-SUBLESSEE"
Endeavor Pharmaceuticals, Inc.
By: Steven F. Rizzo
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Steven F. Rizzo
Vice President
EXHIBIT A
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[FLOOR PLAN]
EXHIBIT B
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Sub-Sublessee shall be required to maintain the following insurance
coverage during the Term of the Sub-Sublease:
1. Commercial General Liability Insurance with respect to the
Sublease Premises and the business of the Sub-Sublessee, under
limits of liability of not less than Two Million Dollars
($2,000,000.00) combined single limit per occurrence for
bodily or personal injury (including death) and property
damage. Such insurance may be carried: (a) under a blanket
policy covering the Sublease Premises and other locations of
Sub-Sublessee; or (b) under a primary liability policy of not
less than One Million Dollars ($1,000,000.00) and the balance
under an umbrella policy.
2. Fire and Extended Coverage in an amount adequate to cover the
cost of replacement of all personal property, trade fixtures,
furnishings, equipment and all contents in the Sublease
Premises.
3. Workers' Compensation Insurance in the minimum statutory
amount covering all persons employed by Sub-Sublessee.
All insurance shall name the Prime Landlord, Sublessor, and
Sub-Sublessor as additional named insureds.
EXHIBIT C
FURNITURE INVENTORY
Reception Area Desk
4 tables, long narrow
3 file cabinets - 4 drawer
2 desks
3 round tables
1 large table
Refrigerator (small)
Microwave
Cabinet
19 Maroon Deskside Chairs
17 Black Desk Chairs
2 easels
1 whiteboard