EXHIBIT 10(F)
SUBLEASE
THIS SUBLEASE is made and entered into this 29th day of March, 1995 by and
between Xxxx Xxxxx Life Insurance Company (hereinafter referred to as
:Sublessor") and Innovex, Inc. (Hereinafter referred to as "Sublessee");
WITNESSETH
WHEREAS, Sublessor has entered into that certain lease agreement
(hereinafter referred to as the "Lease") dated January 31, 1992, by and between
Sublessor, as Tenant, and Xxxxxx-Minnesota Limited Partnership, as Landlord,
(hereinafter referred to as "Landlord"), a true and correct copy of which, as
amended, is attached hereto as Exhibit A; and
WHEREAS, the Lease as amended demises certain premises located at 0000
Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx (hereinafter referred to as the
"Building") which premises comprise a total floor area of approximately 7,300
square feet (the "Premises");
WHEREAS, the Sublessee desires to sublease from the Sublessor, subject
to the said Landlord's approval, the entire Premises (the space which is subject
to the terms of this Sublease is hereinafter referred to as the "Sublease
Premises" and defined in Section 1.1);
NOW THEREFORE, in consideration of the following mutual convenants and
conditions, the Sublessor and Sublessee hereby agree as follows:
SECTION 1. SUBLEASE PREMISES; USE
1.1 Subject to the terms and conditions set forth herein, Sublessor
hereby subleases unto Sublessee and Sublessee hereby hires and takes from
Sublessor the entire premises including all future expansion space and or
options, referred to on Exhibit B attached hereto.
1.2 The Sublease Premises shall be occupied by Sublessee as an office,
and for no other use or purpose whatsoever. Sublessee shall comply with and not
commit or permit to be committed upon the Sublessee Premises any act which shall
violate any provision of the Lease.
SECTION 2. TERM
2.1. The term of this Sublease shall commence on April 1, 1995 and
shall terminate on April 7, 1997 (hereinafter "Termination Date"), including any
and all exercised options.
SECTION 3. RENT
3.1 The Sublessee shall pay to Sublessor all and any amounts of rent or
additional rent set forth:
April 1, 1995 - March 31, 1996 $92,000. Annually
April 1, 1996 - April 7, 1997 $92,000. Annually
In addition, Sublessee shall be responsible to pay any increases in the
operating expenses and real estate taxes over the 1995 actual expenses.
Sublessee shall be responsible to pay in monthly installments of $7,666.67
during the term of this Sublease.
Monthly installments shall be in default if not paid within five calendar days
when due. In the event Sublessee fails to pay any installment of rent,
additional rent, or any other sum due hereunder, and such failure continues
beyond five calendar days, Sublessee shall also be obligated to pay interest on
such overdue amount at the highest lawful rate computed from the date when due
until the date upon which Sublessor has received payment.
3.2 In addition to the obligation set forth above, Sublessee shall be
obligated to pay any amounts imposed and billed by Landlord under the terms of
Lease, including but not limited to the payment of additional rent insofar as
such amounts relate to the Sublease Premises over and above the 1995 actual
operating expenses and real estate taxes. Without limiting the generality of the
foregoing, if any actions or obligations of Sublessee result in any additional
charges or liability being imposed upon Sublessor over and above the rental
obligations set forth in the Lease, Sublessee shall be responsible for paying,
or reimbursing Sublessor for all such amounts.
3.3 Simultaneously with each monthly installment or rent, additional
rent or any other payments, Sublessee shall additionally pay to Sublessor all
increases in taxes above the 1995 actual taxes levied by any governmental
authority on the payment or receipt of rent, including, without limitation, any
sales tax imposed by the State of Minnesota.
3.4 All installments of rent and other sums due hereunder shall be paid
to Sublessor at its offices at 0000 Xxxxxxxxx Xxxxxx Xxxxx.
3.5 Security deposit: One month of rent.
SECTION 4.
4.1 The Sublessee agrees that this Sublease is subject and subordinate
to all of the terms and provisions of the Lease.
4.2 Sublessee hereby assumes and agrees to perform all of the
Sublessor's obligations under the Lease during the term of this Sublease of the
same extent that Sublessor would be obligated to perform such obligations if
this sublease did not exist; except, however, that Sublessee shall not be
obligated to pay the Landlord the rental required pursuant to paragraph 3 of the
Lease. Any failure of Sublessee to comply with and abide by all terms and
provisions of the Lease shall constitute a default hereunder. Sublessee shall
look solely to the Sublessor for the performance of any obligations under the
Lease.
4.3 Sublessor hereby represents that the Lease is current and in good
standing on the date hereof.
4.4 Nothing contained in the Sublease shall in any way relieve the
Sublessor of its obligations to Landlord under the above-referenced Lease.
SECTION 5. INSURANCE
During the period of this Sublease, Sublessee shall maintain all
insurance required by the Lease reflecting Landlord and Sublessor and their
agents, servants, and employees, as additional insured parties. Upon
commencement of the term of this Sublease, Sublessee shall provide Landlord and
Sublessor with certificates of such coverage, together with copies of the
applicable policies. Not less than thirty days prior to the expiration of such
policies, Sublessee shall provide Landlord and Sublessor with certificates
evidencing renewal of the required coverage. Sublessee may satisfy the foregoing
obligation by an umbrella policy or separate policies (but not by a
self-insurance program.
SECTION 6. INDEMNIFICATION
6.1 Sublessee shall at all times indemnify and keep harmless Sublessor
from all losses, damages, liabilities and expenses which may arise or be claimed
against Sublessor for any injuries or damages to person or property consequent
upon or arising from the use or occupancy of the Sublease Premises by Sublessee,
or consequent upon or arising from any acts, omissions, neglect or fault of
Sublessee, its agents, servants, employees, licensees, visitors, customers,
patrons or invitees, or consequent upon arising from Sublessee's failure to
comply with the Lease, this Sublease, or any laws, statutes, ordinances, codes
or regulations. Sublessor shall not be liable to Sublessee for any damages,
losses or injuries to the persons or property of Sublessee or its agents,
servants, employees, licensees, visitors, customers, or patrons, which may be
caused by the acts, neglect, omissions or faults of any persons, firms or
corporations, except when such injury, loss or damage results from negligence of
Sublessor, its agents, or employees. All personal property placed or moved into
the Sublease Premises shall be at the risk of Sublessee or the owner thereof,
and Sublessor shall not be liable to Sublessee for any damage to said personal
property.
6.2 In case Sublessor shall be made a party to any litigation commenced
against Sublessee, Sublessee shall protect and hold Sublessor harmless and shall
also pay all costs, expenses and reasonable attorney's fees incurred by
Sublessor as a result thereof.
SECTION 7. DEFAULT
7.1 If the rent or other monies due under this Sublease shall not be
paid when due, or if Sublessee shall fail to perform any of the conditions,
covenants, provisions and agreements contained herein, or if Sublessee shall be
adjudged bankrupt or insolvent by any court, or if a Receiver or Trustee in
Bankruptcy or a Receiver of any property of Sublessee shall be appointed in a
suit, action or proceeding, or if Sublessee shall make an assignment for the
benefit of creditors, or if Sublessee shall commit any default under the Lease,
then, in each and every such instance, Sublessor may, at its option:
a. Retake and recover possession of the Sublease Premises and terminate
this Sublease;
b. Retake and recover possession of the Sublease Premises without
terminating this Sublease, in which event Sublessor may, subject to Landlord's
consent as provided in the Lease, re-rent the premises so retaken as agent for
and for the account of Sublessee and recover from Sublessee the difference
between the rental herein specified and the rent provided in such re-rental;
c. Permit the Premises to remain vacant in which event Sublessee shall
continue to be responsible for all rental and other payments hereunder;
d. Retake and recover possession of the Sublease Premises, and
accelerate and collect all rentals due hereunder for the balance of the term of
this Sublease;
c. Take such other action as may be permitted under applicable law.
SECTION 8. SURRENDER AND HOLDOVER
8.1 On the Termination Date or upon the termination hereof upon a day
other than the Termination Date, Sublessee shall peaceably surrender the
Sublease Premises broom-clean in good order, condition and repair, reasonable
wear and tear only expected. On or before the Termination Date, Sublessee shall
, at its expense, remove all trade fixtures, personal property and equipment and
signs from the Sublease Premises and any property not removed shall be deemed to
have been abandoned. Any damage caused in the removal of such items shall be
repaired by Sublessee and at its expense. All alterations, additions,
improvements and fixtures (other than trade fixtures) which shall have been made
or installed by Sublessor or Sublessee upon the Sublease Premises and all floor
covering so installed shall remain upon and be surrendered with the Sublease
Premises as a part thereof, without disturbance, molestation or injury, and
without charge, at the expiration or termination of this Sublease. If the
Sublease Premises are not surrendered on the Termination date or the date of
termination, Sublessees shall indemnify Sublessor against loss or liability,
claims, without limitation, made by any succeeding Sublessee founded on such
delay. Sublessee shall promptly surrender all keys for the Sublease Premises to
Sublessor at the place then fixed for payment of rent.
8.2 In the event of a holding over by Sublessee after expiration or
termination of this Sublease without the consent in writing of Sublessor,
Sublessee shall be deemed a lessee at sufferance and shall pay rent for such
occupancy at the rate of twice the last current aggregate Base and Additional
Rent, prorated for the entire holdover period, plus all attorney's fees and
expenses incurred by Sublessor in enforcing its rights hereunder, plus any other
damages occasioned by such holding over. Except as otherwise agreed, any holding
over with the written consent of Sublessor shall constitute a month-to-month
lease.
SECTION 9. SPECIAL STIPULATIONS
9.1 This Sublease comprises the entire agreement between the parties
hereto with respect to the Sublease Premises, neither party having made any
representation or promises except as contained herein. No modification or
amendment to this Sublease shall be binding unless it is in writing signed by
both Sublessor and Sublessee.
9.2 Sublessee shall neither assign nor sublet nor allow any other party
to occupy or use the Sublease Premises, or any portion thereof except for
related companies of Sublessee, without prior written consent of Sublessor and
Landlord.
9.3 Sublessee shall have neither an option to renew this Sublease nor
an option to expand the Sublease Premises hereunder.
9.4 Sublessee accepts possession of the sublease Premises in "as-is"
condition. Sublessee shall not cause any additions or alterations to be made to
the Sublease Premises without Sublessor's and Landlord's prior written consent.
All additions or alterations shall remain upon the sublease Premises and become
the property of Landlord upon termination of this Sublease (exception only
movable trade fixtures which may be removed without damage to the Sublease
Premises); provided, however, if Sublessor so requests, Sublessee shall remove
any such additions or alterations and repair all damage occasioned thereby.
9.5 All costs and expenses which Sublessee assumes or agrees to pay
Sublessor pursuant to this Sublease shall be deemed additional rent, and in the
event of non-payment thereof, Sublessor shall have the same right and remedies
provided herein and by law for nonpayment of rent.
9.6 Sublease shall at all times maintain the Sublease premises in good
and safe condition and shall make all necessary repairs and perform all
necessary maintenance.
9.7 In the event that either party hereto files an action in the courts
to enforce this Sublease, the prevailing part in that action shall receive from
the non-prevailing party a reasonable attorney's fee plus all costs incurred as
a result of such litigation, including fees and costs related to appellate
proceedings.
9.8 This Sublease shall be governed by the laws of the State of
Minnesota.
9.9 Sublessee represents and warrants that no broker with the exception
of the Shelard Group as Sublessor representative, and Welsh Companies as
Sublessee representative, is involved in this transaction, and Sublessee agrees
to indemnify and hold Sublessor harmless as to claims for commissions (and all
attorney's fees and costs incurred by Sublessor) resulting or arising from any
breach of this warranty.
9.10 Al notices, demands, requests, consents or approvals which may be
or are required to be given by the terms of this Sublease shall be in writing
and shall be deemed to have been given when delivered to the other party at
their respective addresses set forth below. Either party may change its address
at any time, and from time to time, by notice to the other in conformance with
this provision.
Sublessor: Xxxx Xxxxx Life Insurance Company
0000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxxx, XX 00000
Sublessee: Attn: Xxxxxx Xxxxxxxx
Innovex, Inc.
0000 0xx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
(000) 000-0000
9.11 It shall be a condition precedent to performance of this Sublease
by the parties hereto that written consent to this Sublease be obtained from
Landlord under the Lease.
IN WITNESS WHEREOF, Sublessor and Sublessee have executed these
presents as of the date and year first above written.
Witness as to Sublessor
_____________________________ By: \s\ Xxxx X. Xxxxx
Witness as to Sublessee
\s\Xxxxxx Xxxxxxxx By:\s\Xxxxxx Xxxxxxx
LANDLORD'S CONSENT
The undersigned, a duly authorized representative of the current
Landlord under the Lease, hereby consents to the foregoing sublease, which
consent is effective from the commencement of the term thereof, this 3rd day of
April 1995
\s\Xxxxx X. Koweclke By:\s\ Xxxxx X. Xxxxxx
Witness