EXHIBIT 10.5.1
SUBLEASE
This Sublease ("SUBLEASE"), dated as of October 10, 1997, is made
between Artisan Components, Inc. (formerly VLSI Libraries Incorporated)
("SUBLANDLORD") and Unison Software, Inc. ("SUBTENANT").
RECITALS
A. Sublandlord is the tenant under that certain lease dated as of
December 13, 1995 ("ORIGINAL MASTER LEASE"), pursuant to which ▇▇▇▇▇▇▇
Properties, L.P., a California limited partnership ("MASTER LANDLORD") leased to
Sublandlord certain real property located in the City of San ▇▇▇▇, County of
Santa ▇▇▇▇▇, State of California, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, as more
fully described in the Original Master Lease ("MASTER PREMISES").
B. The Original Master Lease, together with any amendments, are
collectively referred to as the Master Lease.
C. A copy of the Master Lease is attached and incorporated in this
Sublease as Exhibit A.
SECTION 1. SUBLEASE.
Sublandlord subleases to Subtenant on the terms and conditions in this
Sublease the following portion of the Master Premises ("PREMISES"):
approximately 16,797 square feet located in ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.
SECTION 2. WARRANTY BY SUBLANDLORD.
Sublandlord warrants to Subtenant that the Master Lease has not been
amended or modified except as expressly set forth in this Sublease; that
Sublandlord is not now, and as of the commencement of the Term (defined in this
Sublease) of this Sublease will not be, in default or breach of any of the
provisions of the Master Lease; and that Sublandlord has no knowledge of any
claim by Master Landlord that Sublandlord is in default or breach of any of the
provisions of the Master Lease.
SECTION 3. TERM.
The term of this Sublease will commence on the latter of November 3,
1997 ("COMMENCEMENT DATE"), or when Master Landlord consents to this Sublease
(if consent is required under the Master Lease), whichever occurs later, and end
on February 28, 2001 ("TERMINATION DATE") ("TERM"), unless terminated sooner in
accordance with the provisions of this Sublease. If the Term commences on a
date other than the Commencement Date, Sublandlord and Subtenant will execute a
memorandum setting forth the actual date of commencement of the Term.
Possession of the Premises ("POSSESSION") will be delivered to Subtenant on the
commencement of the Term. If for any reason Sublandlord does not deliver
Possession to Subtenant on the Commencement of the Term, Sublandlord will not be
subject to any liability for this failure, the Termination Date will not be
extended by the delay, and the validity of this Sublease will not be impaired.
Rent will be abated until delivery of Possession. However, if Sublandlord has
not delivered Possession to Subtenant within thirty (30) days after the
Commencement Date, at any time after that and before delivery of Possession,
Subtenant may give written notice to Sublandlord of Subtenant's intention to
cancel this Sublease. The notice will set forth an effective date for the
cancellation, which will be at least ten (10) days after delivery of notice to
Sublandlord. If Sublandlord delivers Possession to Subtenant on or before this
effective date, this Sublease will remain in full force. If Sublandlord fails
to deliver Possession to Subtenant on or before this effective date, this
Sublease will be canceled. Upon cancellation, all consideration previously paid
by Subtenant to Sublandlord on account of this Sublease will be returned to
Subtenant, this Sublease will have no further force, and Sublandlord will have
no further liability to Subtenant because of this delay or cancellation. If
Sublandlord permits Subtenant to take Possession prior to the commencement of
the Term, the early Possession will not advance the Termination Date and will be
subject to the provisions of this Sublease, including, without limitation, the
payment of rent.
SECTION 4. RENT (AND OPERATING EXPENSES).
Subtenant will pay to Sublandlord on a monthly basis as rent, without
deduction, setoff, notice, or demand, at Sublandlord's address noted below or at
any other place Sublandlord designates by notice to Subtenant, the rent amount
plus operating expenses as specified in Addendum 1 of the Master Lease years 2 -
5 per month, in advance of the first day of each month of the Term. Subtenant
will pay to Sublandlord prior to November 3, 1997 the sum of Thirty Two Thousand
Two Hundred Ninety-Six Dollars and thirteen cents ($32,296.13) as rent for
November 1997. (This $32,296.13 amount is the per diem prorated amount (28 of
30 days because of the Commencement Date of November 3rd) of the current full
month's rent of $34,603.00, which amount includes the current base rent of
$25,363.00 plus the current operating expenses calculated under the Master
Lease, Paragraph 29, at $9,240.00 per month. Subtenant acknowledges that the
base rent will increase and the
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operating expenses are subject to adjustment per Addendum 1 and Paragraph 29 of
the Master Lease and Subtenant is responsible for paying such base rent and
operating expenses to Sublandlord hereunder.) If the Term begins or ends on a
day other than the first or last day of a month, the rent for the partial months
will be prorated on a per diem basis.
SECTION 5. SECURITY DEPOSIT.
Subtenant will deposit with Sublandlord on execution of this Sublease
the sum of Thirty Eight Thousand Two Hundred Ninety Seven Dollars ($38,297.00)
as security for Subtenant's faithful performance of Subtenant's obligations
under this Sublease ("SECURITY DEPOSIT"). If Subtenant fails to pay rent or
other charges when due under this Sublease, or fails to perform any obligations
under this Sublease, Sublandlord may use any portion of the Security Deposit for
the payment of any rent or other amount then due and unpaid, for the payment of
any other sum for which Sublandlord may become obligated because of Subtenant's
default or breach, or for any loss sustained by Sublandlord as a result of
Subtenant's default or breach. If Sublandlord uses any portion of the Security
Deposit, Subtenant will, within ten (10) days after written demand by
Sublandlord, restore the Security Deposit to the full amount originally
deposited. Subtenant's failure to do so will constitute a default under this
Sublease. Sublandlord will not be required to keep the Security Deposit
separate from its general accounts, and will have no obligation or liability for
payment of interest on the Security Deposit. If Sublandlord assigns its
interest in this Sublease, Sublandlord will deliver to its assignee as much of
the Security Deposit as Sublandlord then holds. Within ten (10) days after the
Term has expired or Subtenant has vacated the Premises, whichever occurs last,
the Security Deposit, or as much as remains that has not been applied by
Sublandlord, will be returned to Subtenant or to the last assignee, if any, of
Subtenant's interest under this Sublease.
SECTION 6. USE OF PREMISES.
The Premises will be used and occupied only as permitted under the
Master Lease and for no other use or purpose.
SECTION 7. CONDITION OF PREMISES.
Subtenant accepts the Premises in their condition existing as of the
date of execution hereof. Subtenant acknowledges that neither Sublandlord nor
its agents have made any representation or warranty as to suitability of the
premises for the conduct of Subtenant's business.
SECTION 8. ASSIGNMENT AND SUBLETTING.
Subtenant will not assign this Sublease or further sublet all or any
part of the Premises without the prior written consent of Sublandlord (and the
consent of Master Landlord, if this is required under the terms of the Master
Lease).
SECTION 9. OTHER PROVISIONS OF SUBLEASE.
All applicable terms and conditions of the Master Lease are
incorporated into and made a part of this Sublease as if Sublandlord were the
landlord, Subtenant the lessee, and the Premises the Master Premises, except for
the following: None. As between Sublandlord and Subtenant, Subtenant agrees to
perform the lessee's obligations under the Master Lease during the Term to the
extent that these obligations are applicable to the Premises and this Sublease.
However, the obligation to pay rent and operating expenses to Master Landlord
under the Master Lease will be considered performed by Subtenant to the extent
and in the amount rent and operating expenses are paid to Sublandlord in
accordance with Section 4 of this Sublease. Subtenant will not commit any act
or omission that will violate any of the provisions of the Master Lease.
Sublandlord will exercise due diligence in attempting to cause Master Landlord
to perform its obligations under the Master Lease for the benefit of Subtenant.
If the Master Lease terminates, at the option of Master Landlord, this Sublease
will terminate and the parties will be relieved of any further liability or
obligation under this Sublease. However, if the Master Lease terminates as a
result of a default or breach by Sublandlord or Subtenant under this Sublease or
the Master Lease, the defaulting party will be liable to the nondefaulting party
for the damage suffered as a result of the termination. Regardless, if the
Master Lease gives Master Landlord any right to terminate the Master Lease in
the event of the partial or total damage, destruction, or condemnation of the
Master Premises or the building or project of which the Master Premises are a
part, the exercise of this right by Master Landlord will not constitute a
default or breach by Sublandlord.
SECTION 10. ATTORNEY FEES.
If either party commences an action against the other in connection
with this Sublease, the prevailing party will be entitled to recover costs of
suit and reasonable attorney fees.
SECTION 11. NO BROKER FEES.
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There are no fees or commissions to be paid to any broker in
connection this transaction. Sublandlord and Subtenant each warrant that they
have not dealt with any real estate broker in connection with this transaction.
SECTION 12. NOTICES.
All notices and demands that may be required or permitted by either
party to the other will be in writing. All notices and demands by the
Sublandlord to Subtenant will be sent by United States Mail, postage prepaid,
addressed to the Subtenant at the Premises, and to the address in this Sublease
below, or to any other place that Subtenant may from time to time designate in a
notice to the Sublandlord. All notices and demands by the Subtenant to
Sublandlord will be sent by United States Mail, postage prepaid, addressed to
the Sublandlord at the address in this Sublease, and to any other person or
place that the Sublandlord may from time to time designate in a notice to the
Subtenant.
To Sublandlord: Artisan Components, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇
To Subtenant: Unison Software, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇
SECTION 13. SUCCESSORS AND ASSIGNS.
This Sublease will be binding on and inure to the benefit of the
parties to it, their heirs, executors, administrators, successors in interest,
and assigns.
SECTION 14. ATTORNMENT.
If the Master Lease terminates, Subtenant will, if requested, attorn
to Master Landlord and recognize Master Landlord as Sublandlord under this
Sublease.
SECTION 15. ENTRY.
Sublandlord reserves the right to enter the Premises on reasonable
notice to Subtenant to inspect the Premises or the performance by Subtenant of
the terms and conditions of this Sublease. In an emergency, no notice will be
required for entry.
SECTION 16. LATE CHARGE AND INTEREST.
The late payment of any Rent will cause Sublandlord to incur
additional costs, including the cost to maintain in full force the Master Lease,
administration and collection costs, and processing and accounting expenses. If
Sublandlord has not received any installment of Rent within five (5) days after
that amount is due, Subtenant will pay five percent (5%) of the delinquent
amount, which is agreed to represent a reasonable estimate of the cost incurred
by Sublandlord. In addition, all delinquent amounts will bear interest from the
date the amount was due until paid in full at a rate per annum ("APPLICABLE
INTEREST RATE") equal to the greater of (a) five percent (5%) per annum plus the
then federal discount rate on advances to member banks in effect at the Federal
Reserve Bank of San Francisco on the 25th day of the month preceding the date of
this Sublease or (b) ten percent (10%). However, in no event will the
Applicable Interest Rate exceed the maximum interest rate permitted by law that
may be charged under these circumstances. Sublandlord and Subtenant recognize
that the damage Sublandlord will suffer in the event of Subtenant's failure to
pay this amount is difficult to ascertain and that the late charge and interest
are the best estimate of the damage that Sublandlord will suffer. If a late
charge becomes payable for any three (3) installments or Rent within any twelve
(12) month period, the Rent will automatically become payable quarterly in
advance.
SECTION 17. ENTIRE AGREEMENT.
This Sublease sets forth all the agreements between Sublandlord and
Subtenant concerning the Premises, and there are no other agreements either oral
or written other than as set forth in this Sublease.
SECTION 18. GENERAL.
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Time is of the essence in this Sublease. This Sublease will be
governed by and construed in accordance with California law. THIS SUBLEASE WILL
HAVE NO EFFECT UNLESS CONSENTED TO BY MASTER LANDLORD WITHIN 15 DAYS AFTER
EXECUTION IF CONSENT IS REQUIRED UNDER THE TERMS OF THE MASTER LEASE.
SECTION 19. INSURANCE.
Without limiting Subtenant's other obligations under the Master Lease,
Subtenant agrees to purchase and maintain in force during the Term of this
Sublease all of the insurance, and in the amounts, as specified in Paragraph
11(e) of the Master Lease; provided, however, that Subtenant shall name both the
Master Landlord and Sublandlord as insureds under such policies.
In Witness Whereof, the parties have executed this Sublease as of the
date first above written.
Subtenant: UNISON SOFTWARE, INC. Sublandlord: ARTISAN COMPONENTS, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- ---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇
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Title: Title: Controller
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EXHIBIT A
MASTER LEASE
[See Exhibit 10.5 to Registrant's Registration Statement on Form S-1]
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