EXHIBIT 10.9
GREENERY E'XECUTIVE SUITES LEASE
This lease is made and entered into on 1/30/02 and between the GREENERY
EXECUTIVE SUITES, (herein after referred to as "Lessor"), and Amerimmune
Pharmaceuticals, Inc. (herein after referred to as "Lessee").
1. DESCRIPTION OF PREMISES. Premises shall consist of Suite Number A-40
at 920 Hampshire Road, Westlake Village, CA 91361-2815. (Designated
suite(s) is outlined on the attached floor plan as Exhibit A). In
addition, Lessee shall have use of the common areas including the
lobby and conference rooms to be shared with all other tenants. The
Greenery Executive Suites building is a non-smoking building.
Smoking is Permitted outside in the atrium areas.
2. TERM. The term of this Lease is 12 Months, commencing 2/1/02 and
3/31/03 unless terminated sooner as herein provided.
3. RENEWAL. Lessee agrees that it shall give Lessor thirty (30) days
written notice, return receipt requested, of Lessee's intention to
vacate this premises at the expiration of the aforementioned term.
In the event Lessor does not receive said notice prior to thirty
(30) days as provided herein, Lease shall be renewed for an
additional period equal to the original term subject to the same
covenants and conditions as contained herein. In addition to the
right of Lessor to terminate this Lease Agreement as otherwise
provided herein, Lessor shall also have the right, irrespective of
Lessee's rights, to terminate this Lease Agreement at the end of the
original term or any renewal term as provided herein by giving
written notice of such intention to terminate Lease, return receipt
requested, at least thirty (30) days prior to the ending date of the
original term or any renewal tenn as provided herein.
4. USE. Lessee shall use the premises for the following specific
purpose of general office business, and shall not use or permit the
premises to be used for any other purpose without prior written
collsent of Lessor. For so long as Lessee shall comply with the
provisions, conditions and covenants of this Lease, Lessor also
warrants and guarantees that Lessee shall have full enjoyment and
peaceable possession of the Premises for the use stated herin
without hindrance or interruption at all times during the term of
this leas.
5. RENT. Lessee agrees to pay to lessor, without prior noticc or
demand, for the premises, the sum, $ 1,450. 00 on or before the
first (1st) day of each and every successive calendar month
thereafter during the term hereof, except that the first
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month's rent shall be paid upon the execution hereof. Rent for any
period during the term hereof which is for less that one (1) month
shall be prorated portion of the monthly installment herein based
upon a thirty (30) day month. Said rent shall be paid directly to
Lessor without deduction or offset, in lawful money of the United
States of America. If the rent is not received by the Lessor within
ten (10) days from when the rent is due and payable as provided
herein, Lessee shall pay to Lessor, a late fee in the amount of
twenty-five dollars ($25.00) payable immediately thereafter. The
late fee is payable without prejudice to Lessor to exercise any
other rights or Remedies if Lessee fails to pay his rent. In the
event rental is not paid in a timely fashion, landlord may deny use
of common areas until payent is made pursuant to this lease.
This is a gross lease. The Lessor pays for utilities including gas,
electrical and water. The Lessee pays for his/her own telephone
bill. Lessor shall provide building standard janitorial services
five times per week (unless national holiday occurs).
Upon execution of Lease, Lessee shall pay to Lessor $ 2, 900. 00
representing rent for first and last months.
If the specified term of this Lease is for more than (1) year, rent
for the second year and each succeeding year of this Lease shall be
increased by the Consumer Price Index (CAP.) percent. The Consumer
Price Index will be the All Urban Consumers, All Items, Los
Angeles-Long Beach-Anaheim Metropolitan Areas, compiled by the
Department of Labor. Said Consumer Price Index compiled for the
month which is two months prior to the month of commencement date,
shall be the basic index. The adjustment will be make for the prior
twelve (12) month period.
6. SECURITY DEPOSIT. An additional deposit of $200.00 for any expenses
caused by Lessee, including but not limiited to damages, cleaning,
painting and unpaid rent or other fees, shall be deposited with
Lessor upon execution of Lease. Total monies due upon execution of
Lease (security deposit plus advance rent) S3,JDQ,0o , plus any
pro-rata due. The Security Deposit is fully refundable, ifno
expenses are incurred by the Lessor. Lessor shall be held
responsible for damages it causes and Lessor shall leave the
premises in similar condition as they are at lease inspection, less
ordinary wear and tear, repairs and/or cleanup from casualty.
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RECEPTION AREA AND RECEPTIONIST. A furnished Commoll area shall be
provided for the purpose of receiving clients, customers, and guests
of Lessee whoare awaiting appointments or meetings with Lessee,
Lessor shall provide a receptionist *in said area from 8:30 a.m. to
5:00 p.m., Mondays through Fridays, Holidays excluded, for the
purpose of greeting such clients~. customers and guests and to
promptly inform Lessee or its agents of their presence.
b) ANSWERING SERVICE AND VOICE MAIL. Lessor shall provide one person
to answer, incoming telephone calls of Lessee during, office hours
as stated above in subparagraph (a) and to promptly forward messages
to the Lessee, its agents, or voice mail box. Lessee will pay for
all fees necessary for the installation of telephone
communications in Lessor's Suite for the purpose of receiving
outsidt calls. It is necessary to have a telephone that is
compatible with Lessor's telephone system. GTE will bill each tenant
for their lines installed and bill each tenant for their monthly
phone charges.
c) SECRETARIAL SERVICE. - The Greenery Executive Suites will ensure
that a secretarial support service is maintained on the premises.
This service shall provide word processing, copying, and faxing for
a fee, on a first come basis. Fees will be negotiated directly with
the secretarial service. Each user of the secretarial service shall
be solely liable for the accuracy of their corrununications and/or
coiTespondence and shall hold Greenery Executive suites and the
secretarial service harmless from any dainages as a result of
inaccuracy Or errors.
d) CONFERENCE ROOM. Lessor shall provide one or more conference
rooms for the purpose of handling conferences or meetings staged by
Lessee. Said conference room(s) will be available on a first-come,
first-served basis through prior arrangement with the Lessor's
receptionist or designated agent Lessor reserves the right, from
time to time, to institute and/or change the rules and regulations
relating to the use of the conference room(s). The rules and
regulations established, from time to time, are hereto incorporated
into this Lease and the breach of such rules and regulations shall
be deemed a breach of this Lease.
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8 PROHBITIVE USES: Lessee shall not Commit or permit the commission
of any acts on said premises in any way that:
a) Will increase the existing rates or cause cancellation of any
fire, casualtly, liability, or . other insurance poli cy insuring
the building or its contents;
b) Violates or conflicts with any law, statute, ordinance or
government rule or regulation, whether now in force or hereinafter
enacted, governing said premises or the building,
c) Obstructs or interferes with the rights of other tenants or
occupants of the building or injures or annoys them;
d) Constitutes the commission of waste on said premises or the
conunission or maintenance of a nuisance as defined by the laws of
the State of California;
e) Violates the rules and regulations established, from
time-to-time, by Lessor to govern the use of the common areas of the
Greenery Executive Suites, including, but not limited to, the lobby
and conference room(s).
f) Interfere with the operation of the suite by the Lessor or
interferes, with the business of the other tenants of the suite.
g) Any commission of the foregoing prohibited acts as set forth
above shall be considered a material breach of this Agreement.
9. ALTERATIONS, IMPROVEMENTS OR ADDITIONS/CARE OF PREMISES.
Lessee shall not make any alterations, improvements or additions to
the premises without obtaining the written permission of the Lessor
such as shelving, wall covering or locks. Lessee shall take good
care not to cause damage to the premises and, at the expiration of
this Lease, shall deliver the premises to Lessor in as good
condition as when received by Lessee, repairs that are the
responsibility of Lessor, damage from casualty, and reasonable use
and wear expected.
10. MAINTENANCE AND REPAIRS. Lessor shall deliver possession of the
premises in good sanitary order, condition and repair. Lessee shall
exercise due care not to cause damage to the premises and every part
thereof, damage thereto from causes beyond the reasonable control of
lessee and ordinary wear and tear excepted. Lessee shall, upon the
expiration or sooner termination of this Lease
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hereof surrender the premises, to the Lessor in good Condition,
ordingry wear and tear, repairs Which are thc responsibility of
lessor, damages from casualty,a nd damage from causes beyond the
resonable control of lessee excepted. Lessee shall not be
responsible for any repairs to the structure, mechanical,
electrical, plumbing, sprinklers, and the like systems. If Lessee
has given notice to terminate or Lessee is in default of rental
payments, Lessor's receptionist or authorized agent may show the
premises, with advance notice, to prospective tenants between the
hours of 9:00 a.m. and 5:00 p.m., Monday through Friday. Lessor
agrees to keep the building of which the premises are a part, the
premises and the cormnon areas in clean order, first-class operating
condition and in good repair at all times during this Lease.
11. ASSIGNMENT AND-SUBLETTING. Lessee shall not either voluntarily or
by operati on of law, assign, transfer, mortgage, pledge,
hypotliecate or encumber this Lease or any interest therein, and
shall not sublet the said premises or any part thereof, or any right
or privilege appurtenant thereto or suffer any other person (the
employees, agents, servants and invites of Lessee excepted) to
occupy or use the said premises, or any portion thereof, without the
written consent of Lessor first liand and obtained, which consent
shall not be uru-easonably withheld, and a consent to one
assignment, subletting, occupation or use by another person. Any
such assignment or subletting without such consent shall be void,
and shall, at the option of the Lessor, constitute a default under
this Lease.
12. ATTORNEY'S FEES. If either party commences litigation in connection
with the enforcing the terms of this Lease or in the event suit is
brought for recovery of any rent due under this Lease or damages by
the breach of any covenant or condition of this Lease, then the
prevailing party shall be entitled to recover reasonable attorney's
fees and court costs from the. other party.
13. INSURANCE INDEMINTY. Lessor shall not be liable for any damage to
property or injury to persons sustained by Lessee or others caused
by conditions or activities on the premises, unless such conditions
or activities are proximately caused by Lessor's action or
negligence. Lessee shall indemnify and hold Lessor harmless against
any and all claims and damages arising out of Lessee"s use of the
premises including attorney fees, and shall carry liability
insurance miuring Lessor and Lessee against any claims in an amount
of not less than $1,000,000. per occurrence of bodily injury and
property damage combined. Lessee shall furnish Lessor with
certificate of insurance naming the Lessor as an additional named
insured and shall notify Lessor that such policy is in full force
and effect within thirty (30) days of the commencement of the lease.
Lessor will not carry insurance on Lessee's personal property.
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14. RULES AND REGULATIONS. Lessee shall faithfully observe and comply
with the rules and regulations of the building or those that the
Lessor shall from time to time, promulgate. Lessor reserves the
right, from time to time, to make all resonable modifications to
said rules. The addlitions to those rules shall be binding upon
Lessee upon delivery of a copy of them to Lessee. Lessor shall not
be responsible to Lessee for the non-performance of any said rules
by and other tenants or occupants but shall proceed with due
diligence to enforce same.
15. INABILITY TO DELIVER POSSESSION. If, as a result of causes beyond
the Lessor's reasonable control, Lessor is unable to deliver
possession of the premises by the commencement date, Lessor shall
not be liable for any damage caused to Lessee thereby. Such delay
shall not extend the term of this Lease nor shall it make the Lease
void or violable. Lessee, however, shall not be liable for rent
until Lessee obtains possession of the Premises. Lessee may elect to
terminate this Lease immediately upon giving notice in such count or
at anytime prior to Lessor effecting Possession.
16. DEFAULTS/REMEDY. If Lessee defaults or neglects to perform any of
its obligations under this Lease, then Lessor after reasonable
notice in writing as set forth, may terminate this Lease, if such
conditions are not cured within that time. Time is of the essence
hereof. If any rent or any part thereof shall be and remain unpaid
when due, or if Lessee violates or defaults in any of the provisions
of this Lease, then Lessor may terminate this Lease after ten (10)
days' notice, and re-enter the premises. Notwithstanding any
re-entry and retaking of possession, Lessee's liability for the rent
provided herein shall not be extinguished for the balance of the
term of the Lease.
17. BINDING ON HEIRS AND SUCCESSORS. This lease shall be binding on and
shall insure to the benefit of the heirs, executors, administrators,
successors, and assigns of the parties, Lessor And Lessee, hereto,
but nothing in this paragraph shall be construed as a consent by
Lessor to any assignment of Us lease.
18. WAIVER OF BREACH.The waiver of any breach provision of tbis Lease by
a party shall not constitute a continuing waiver or a waiver of any
subsequent breach by the party either of the same or of another
provision of this Lease.
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19. ACCESS TO PREMISE . Lessee shall permit Lessor access to the
premises at all reasonable times for the purpose of inspecting or
making repairs. Additions or alterations to the premises..
20. PARKING Executive suite tenants are requested. at no charge, to
park in the lot conveniently located on the west side of the
complex. Greenery Executive Suites can also provide covered parking
at no additional charge.
21. SIGNAGE. All signs will be provided by the Lessor to identify each
suite. No additional signs or other forms of advertising will be
permitted on the doors or windows of the building.
22. DESTRUCTION OR DAMAGE OF PREMISES. In the event the premises are
destroyed or damaged by fire, earthquake, or any other Act of God,
then this Lease shall terminate without liability, by either Lessor
or Lessee. Lessor shall, however, promptly make all other repairs to
the structure and its various systems, so as to maintain the
habitability of the premises. Failure to do so, is a material breach
of this Lease entitling Lessee to terminate the lease immediately
upon written notice with no liability for rent beyond the date of
occurrence rendering the premises reasonably uninhabitable or fit
for their purpose as an executive suite.
23. NOTICES. Except where otherwise required by statute, all notices
given pursuant to the provisions hereof may be sent by registered or
certified mail, postage paid to the last known mailing address of
the party for whom the notice is intended.
24. INSOLVENCY OR BANKRUPTCY. If Lessee becomes insolvent; voluntarily
or involuntarily bankrupt, or if a receiver or other liquidating
officer is appointed for the business of Lessee which will
constitute default herein, then Lessor may terminate this Lease.
25. ESTOPPEL CERTIFICATE. Lessee agrees to execute any such estoppel
certificates as Lessor may, from time, to time, request detailing
the status of Lessee's rental under this lease agreement
26. ENTIRE AGREEMENT. It is understood and agreed by Lessor and Lessee
that there are no promises, agreemeents, conditions, understandings,
warranties oral or written, expressed or implied, between them,
other than
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as herin set forth and that this Lease shall not be modified except
in writing acknowledged by all parties.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease on the day
and year first mentioned.
LESSOR: LESSES:
GREENERY EXECUTIVE SUITES AMERIMMUNE PHARMACEUTICALS, INC.
BY:Sandy Abblett BY: Pamela M. Kapustay
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TITLE: Office Manager TITLE: V.P. of Operations
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DATE: 1/30/02 DATE: 1/30/02
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[Blueprint sketch of office space]
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