Exhibit 10.10
SUBLEASE AGREEMENT
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AGREEMENT OF SUBLEASE made as of the1st day of September, 2000, by and between
InteCardia, Inc., a Delaware corporation ("Sublessor"), and Pozen Inc., a
Delaware corporation ("Sublessee").
W I T N E S S E T H:
WHEREAS, "Sublessor" is the Lessee under a certain Lease Agreement dated
September 18, 1996, as amended by the First Lease Amendment dated July 14, 1998
(collectively, the "Lease") with Property Reserve, Inc. (successor-in-interest
to I-40 Properties) ("Lessor") as Lessor, pertaining to approximately 6,266
square feet of office space located at 6330 Quadrangle Drive, Five Quadrangle
Building, The Quadrangle Office Park, Durham, North Carolina (the "Premises"), a
copy of which is attached hereto as Exhibit "A" and made a part hereof; and
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WHEREAS, Sublessee desires to Sublease approximately 1286 square feet of
the Premises (the "Subleased Premises") from Sublessor and Sublessor desires to
sublease the Subleased Premises to Sublessee, subject to the terms and
conditions of this Sublease Agreement.
NOW, THEREFORE, in consideration of the premises, which are incorporated
herein by reference, and of the terms, conditions and covenants set forth herein
and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Subleased Premises. Sublessor hereby sublets to Sublessee, and
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Sublessee hereby subleases from Sublessor, the Subleased Premises, shown as
Exhibit "B" attached hereto and made a part hereof, and consisting of
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approximately 1286 rentable square feet of office space, situated at Suite 110,
6330 Quadrangle Drive, Durham County, North Carolina.
2. Term of Sublease. The term (the "Term") of this Sublease shall
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commence on the later of: (i) receipt of written consent from Lessor and (ii)
the 1/st/ day of September, 2000 (the "Commencement Date"), and shall end on the
31/st/ day of December, 2002 (or until such term shall sooner cease or expire as
hereinafter provided) (the "Termination Date"). If the Term commences on a date
other than the Commencement Date, Sublessor and Sublessee shall execute a
memorandum setting forth the actual date of commencement of the Term. Possession
of the Premises shall be delivered to Sublessee on the commencement of the Term.
3. The Lease.
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(a) Sublessor represents and warrants that it has full right, power
and authority under the Lease to enter into this Sublease subject to Lessor's
consent as provided therein. Sublessor further represents and warrants that, to
its knowledge, the Lease is in full force and effect and that it is not in
default under any of the terms of the Lease.
(b) Sublessee acknowledges that it has reviewed and is familiar with
all of the terms, covenants and conditions of the Lease that are incorporated
herein and made a part hereof. Sublessee assumes and agrees to perform, observe
and comply with all of the terms, covenants and conditions on the Lessee's part
to be performed, observed and complied with under the Lease as the same may or
shall be related to the occupancy of the Subleased Premises. This Sublease is
expressly made subject to all of the terms, covenants and conditions of the
Lease. In the event of a conflict between the terms of the Lease and this
Agreement of Sublease, the terms of the Lease shall control.
4. Occupancy.
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(a) Sublessee shall use and occupy the Subleased Premises solely for
general office purposes. Sublessee has conducted an inspection, or been
afforded the opportunity to inspect, the Subleased Premises and shall accept the
Subleased Premises "as is," "where is," and "with all faults." Sublessor is not
required to make any repairs or alterations to prepare the Subleased Premises
for Sublessee's occupancy.
(b) Sublessee covenants that it will occupy the Subleased Premises in
accordance with the terms of the Lease and will not suffer to be done or omit to
do any act that may result in a violation of or a default under any of the terms
and conditions of the Lease, or render Sublessor liable for any charge or
expense arising out of, by reason of, or resulting from, Sublessee's failure to
perform or observe any of the terms and conditions of the Lease pertaining to
Subleased Premises.
5. Rent.
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Sublessee shall pay to Sublessor base rent as specified below:
Rent Rate Square
Per Square Foot of Annual Monthly
Period Foot Premises Rent Rent
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Sept. 2000-Dec. 31, 2000 $19.50 1286 $25,077 $ 2089.75
Jan. 2001-Dec. 2001 $20.00 1286 $25,720 $2,143.33
Jan. 2002-Dec. 31, 2002 $20.50 1286 $26,363 $2,196.92
In addition, Sublessee shall be obligated to pay to Sublessor all amounts
the Sublessor shall be obligated to pay to Landlord under Section 5 of the Lease
based on the
amount of square footage contained in the Subleased Premises. The amount of the
operating expense pass-through for the period from the Commencement Date until
December 31, 2000 shall be $0.096298 per square foot. (the "additional rent")
The amount of the additional rent shall be added to the base rent each month.
Base rent and additional rent shall be paid five (5) days in advance of the
first day of each month. If all rent payable hereunder has been paid in full,
any excess shall be refunded to Sublessee. As soon as Sublessor is advised by
Landlord of the amount of the operating expense pass through for the next fiscal
year, Sublessor shall notify Sublessee of Sublessee's pro rata portion of such
operating expense pass through and Sublessee shall include such amount as
additional rent. If Sublessor receives notice from Landlord that Sublessor is
responsible for any additional charges for operating expense pass throughs after
Landlord's final calculation of operating expenses for any fiscal year,
Sublessee shall be obligated to pay its proportionate share of such amount
within twenty-five days after notice thereof. In addition, if there has been any
excess payments of operating expense pass throughs, Sublessee shall be entitled
to its proportionate share of any such excess.
6. Casualty, Condemnation and/or Termination. If the whole or any part
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of the Subleased Premises shall be taken or condemned in any manner by any
competent authority for any public or quasi-public use, or if the Lessor under
the Lease shall terminate the Lease as provided in the Lease by reason of
Casualty or otherwise as permitted therein, in any such event, the term of this
Agreement of Sublease shall cease and terminate as of the date of vesting of
title or such condemnation or termination as the case may be.
7. Quiet Enjoyment. Sublessor covenants and agrees with Sublessee that,
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provided Sublessee pays and performs all of its covenants, agreements and
obligations under this Sublease, Sublessee may peaceably and quietly enjoy the
Subleased Premises, subject, nevertheless, to the terms and conditions of this
Agreement of Sublease and the Lease.
8. Sublessor. The term "Sublessor" as used in this Agreement of Sublease
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refers to the Lessee under the Lease at the time in question, so that if the
Lease shall be assigned, such covenants, conditions and agreements shall be
binding upon each successor assignee.
9. Indemnity. Each party hereto does hereby agree to indemnify the other
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and hold the other harmless, of and from any claim, damage, liability, cost or
expense, including reasonable attorney's fees, which either may suffer or incur
by reason of the failure of the other to perform, observe and comply with any of
the terms, covenants and conditions of this Agreement of Sublease or the Lease,
as such terms, covenants and conditions may affect the Subleased Premises.
10. Attorney's Fees. If Sublessor, Sublessee, or Broker shall commence an
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action against the other arising out of or in connection with this Sublease, the
prevailing party shall be entitled to recover its costs of suit and reasonable
attorney's fees.
11. Consent of Lessor Under Lease. This Agreement of Sublease is executed
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subject to the written consent of the Lessor.
12. Notices. Any and all notices that are or may be required to be given
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pursuant to the terms of this Agreement of Sublease or the Lease shall be sent
by Certified Mail, Return Receipt Requested, to the parties hereto at their
respective addresses set forth below:
SUBLESSOR: SUBLESSEE:
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InteCardia, Inc. Pozen, Inc.
6330 Quadrangle Drive 6330 Quadrangle Drive
Suite 180 Suite 240
Chapel Hill, NC 27514 Chapel Hill, NC 27514
13. Binding Effect. The covenants, conditions and agreements contained
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herein shall be binding upon and inure to the benefit of Sublessor and Sublessee
and their respective heirs, executors, administrators, successors and permitted
assigns.
14. Governing Law. This Agreement of Sublease is entered into in the
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State of North Carolina, and its validity and interpretation shall be construed
in accordance with the laws of that State.
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IN WITNESS WHEREOF, Sublessor and Sublessee have each caused this Agreement of
Sublease to be executed by its duly authorized partner of officer and the
appropriate corporate seals have been hereunto affixed all as of the day and
year first written.
ATTEST: INTECARDIA, INC.
By: /s/ John F. Forbis [Corporate Seal] By: /s/ William J. Kane, M.D.(Seal)
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Its: Secretary Its: President and CEO
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ATTEST: POZEN, INC.
By: /s/ Helga L. Leftwich [Corporate Seal] By: /s/ John R. Plachetka (Seal)
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Its: Assistant Secretary Its: President and CEO
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