EXHIBIT 10.11
SUBLEASE AGREEMENT
This Sublease Agreement ("Sublease") dated this 22 day of September 1997, by and
between ICAgen, Inc., as sublessor ("Sublessor") and Inspire Pharmaceuticals,
Inc., as sublessee ("Sublessee").
WITNESETH:
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WHEREAS, pursuant to a Lease Agreement dated December 17, 1992, and amended
by First Amendment of Lease dated August 26, 1996 between Sublessor as Tenant,
and Imperial Center Partnership and Petula Associates, Ltd., as tenants in
common operating as a joint venture, as Landlord, (the "Lease"), attached hereto
as Exhibit A and made a part hereof, Sublessor has leased from Landlord certain
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building space located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇ containing approximately 2,372 square feet, such premises being shown
on the floor plan attached hereto as Exhibit B (the "Premises"); and
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WHEREAS, Sublessee desires to sublease from Sublessor the Premises on the
terms and conditions set forth herein; and
WHEREAS, Landlord has consented to the sublease of the Premises and all of
the terms and conditions of this Sublease as indicated by Landlord's Certificate
to be delivered within ten (10) days of the execution of this Sublease.
NOW THEREFORE, for and in consideration of the payments referenced herein,
and other mutual good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Sublease Term: Sublessor hereby subleases the Premises to Sublessee for a
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period of approximately three (3) years commencing Sept 22, 1997 and
terminating on the Sublessor's initial lease termination date of August 31,
2000. Sublessee may extend this Sublease for one (1) additional term of
three (3) years (the "Renewal Term") pursuant to the provisions of this
Section 1. Sublessee shall give Sublessor written notice ("Sublessee's
Notice") of its desire to extend to Sublease at least one hundred and
eighty (180) days prior to the expiration of the original term, provided
Sublessee is not in default beyond any applicable cure period set forth in
this Sublease on the date of such notice. Within 30 days from the receipt
of the Sublessee's Notice, Sublessor shall give Sublessee written
("Sublessor's Notice") of the amount of the increase, if any, as determined
by the Landlord under paragraph 36A of the Lease, to the base Rent as
defined herein for such Renewal Term. Any such increase shall represent
Sublessor's increased costs under the Lease associated with the Premises.
Within 10 days from the receipt of Sublessor's Notice, Sublessee shall give
Sublessor written notice of its intention to extend the Sublease. In the
event Sublessee does not respond within 10 days to Sublessor's Notice, the
Sublease shall extend on the terms of the Sublessor's Notice. Such Renewal
Term
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shall be upon all of the terms and conditions hereof. The parties agree
that this Sublease shall terminate upon the termination of the Lease, for
whatever reason. As used herein, the "Term" of this Sublease shall include
the original term and any Renewal Term.
2. Base Rent: During the Term of this Sublease, Sublessee shall pay to
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Sublessor as Base Rent the monthly sum of $1,680.17 for the rent of the
Premises, which amount may be increased during any Renewal Term, provided,
however, that Base Rent for any partial month shall be prorated. East
installment of Base Rent shall be due and payable for each month during the
Term of this Sublease on or before the twentieth day of the previous month,
at the address shown for Sublessor in Article 12 hereof, or at such other
address as Sublessor may direct in writing.
3. Additional Rent: In addition to the Base Rent, Sublessee shall pay to
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Sublessor, at the same time as monthly installment payments to rent are
made, a sum which represents Sublessor's proportionate share of insurance
costs, taxes and operating expense charges owed by Sublessor under the
terms of the Lease for the Premises. For the purposes of this Sublease, the
Sublessor's proportionate share of such pass through expenses paid by the
Sublessor under the Lease for the Premises is 5.77% (2,372 square feet of
the Premises divided by 41,094 square feet of the Building) and the initial
monthly estimated amount of such payment shall be $398.02. The actual
amount of additional rent due from Sublessee shall be adjusted when the
actual amount of Sublessor's proportionate share of insurance costs, taxes
and operating expense charges are determined under the Lease for the
Premises. Upon request of Sublessee, Sublessor shall provide Sublessee
evidence supporting any and all amounts allocated to the Premises.
4. Compliance with Lease: With respect to the Premises, Sublessee shall comply
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with all of the provisions of the Lease, except those provisions which
conflict with or are different from the terms of this Sublease in which
event the terms of this Sublease shall control, and all rules and
regulations of Landlord or Sublessor therein promulgated thereunder.
Notwithstanding anything to the contrary in this Sublease, Sublessee shall
not take any action or omit to take any action which would cause Sublessor
to be in default under the Lease.
5. Utilities: During the Term, Sublessee shall establish its own account and
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shall pay for all Utilities for the Premises. For purpose of this Section
5, "Utilities" shall mean costs with respect to the Premises for water,
electricity, gas, sewage and any other utilities used by the Sublessee at
the Premises.
6. Indemnity and Insurance: Sublessee agrees to indemnify and hold harmless
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Sublessor, from any liability for damages to any person or property in, on
or about the Premises from any cause, unless caused by the negligence or
willful act of Sublessor or it agents. If such damages are caused by the
negligence or willful act of Sublessor or its agents, Sublessor shall
indemnify and hold harmless Sublessee from any resulting liability.
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Sublessee shall procure and keep in effect during the Term public liability
and property damage insurance coverage of at least $1,000,000 per
occurrence, $2,000,000 aggregate limit with excess $2,000,000 and workers'
compensation insurance of at least $100,000 per employee and $500,000 per
occurrence with the Sublessor named as an additional insured thereunder.
Such policies shall contain language that the policies may not be canceled
or changed except after thirty (30) days notice to Sublessor. Sublessee
shall deliver copies of original policies or satisfactory certificates
thereof.
7. Condition of Premises: Sublessee acknowledges it has examined the Premises
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and accepts the same "as is". All improvements or alterations proposed for
the Premises must be approved by the Sublessor and the Landlord prior to
construction and shall be Sublessee's sole expense.
8. Assignment or Subletting: Sublessee may not assign its interest in the
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Sublease or sublet the Premises.
9. Management Fee: Sublessee shall pay Sublessor an annual management fee of
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$1,000 on the commencement of the Term and on each anniversary date of the
Term to reimburse the Sublessor for management of the Sublease.
10. Default: If at any time there shall occur any of the following events:
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a. If Sublessee shall default a payment of rent or any other sum of money
becoming due hereunder and such default shall continue for fifteen
(15) days after the due date; or
b. If Sublessee shall default on the performance of any other agreement,
covenant or stipulation set forth in this Sublease and such default
shall continue for thirty (30) days after a written notice thereof; or
c. If sublessee shall be adjudicated bankrupt or insolvent under any
federal or state law; or
d. If Sublessee shall file or have against it a petition for the
appointment of a receiver or trustee for all or essentially all of the
assets of Sublessee and such appointment shall not be vacated or set
aside within thirty (60) days
then and in any such event after the expiration of any applicable cure periods,
Sublessor, without excluding other rights or remedies that it may have, shall
have the right of reentry and may remove all persons and property from the
Premises and dispose of such property pursuant to summary or other legal process
and without being deemed guilty of trespass or becoming liable for any loss or
damage which may be occasioned hereby. If Sublessor should elect to reenter as
herein provided and take possession pursuant to legal proceedings, it may either
terminate this Sublease, or it may from time to time without terminating this
Sublease make such alterations or
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repairs as may be necessary in order to relet the Premises and relet the
Premises for any such term and at such rentals and upon such other terms and
conditions as Sublessor may deem advisable. No such reentry or taking possession
of the Premises by Sublessor shall be construed as an election to terminate this
Sublease unless a written notice of intention be given to Sublessee by Sublessor
at the time of such reentry, but, notwithstanding such reentry and reletting
without termination, Sublessor may at any time thereafter elect to terminate
this Sublease for such previous breach. In the event of any termination by
Sublessor, whether before or after reentry, Sublessee shall remain obliged
through the term of the Lease to continue to make monthly payments of Base Rent
and any additional rent pursuant to Section 3 hereof (except that the amount of
such continuing payments shall be reduced by the amount of any rental payments
received by Sublessor from a new subtenant in connection with the reletting of
the Premises), and Sublessor may recover from Sublessee damages incurred by
reason of such breach. Notwithstanding the foregoing, such damages shall not
include the cost of any upfitting of the Premises required to relet the Premises
to the extent that such costs are paid by the new subtenant. Sublessor agrees to
use its reasonable and good faith efforts to have such costs of upfitting paid
by such new subtenant. As a remedy upon occurrence of any default only in the
event that Sublessee fails to make timely and continued monthly payments,
Sublessor may accelerate the Base Rent to accrue during the remainder of the
Term and declare the same immediately due and payable. No remedy herein or
otherwise conferred upon or reserved to Sublessor shall be considered exclusive
of any other remedy but the same shall be distinct, separate and commutative and
shall be in addition to any other remedy given by Sublessor by this Sublease and
may be exercised from time to time as often as occasion may arise or may be
deemed expedient. No delay or omission of Sublessor to exercise any right or
power arising from any delay on the part of Sublessee shall impair any right or
power or shall be construed to be a waiver of any such default or any
acquisition thereto. Sublessee shall pay all costs, expenses and reasonable
attorney"s fees that may be incurred or paid by Sublessor in enforcing the
covenants, conditions and agreements of this Sublease with the remedies provided
hereunder whether incurred as a result of litigation or otherwise.
11. Authorization and Warranty: The parties warrant that they are fully
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authorized and empowered to enter into this Agreement. Sublessor further
warrants that the Lease is not currently in default and will not be in
default at any time prior to the date of delivery of the Premises to
Sublessee. In the event Sublessor becomes aware or receives notice from the
Landlord of a default by Sublessor under the Lease, Sublessor shall
promptly notify Sublessee of the same, and Sublessee shall have such rights
as Sublessor has under the Lease to cure such default and sublessor
indemnifies Sublessee from and against the losses, costs and damages
arising out of Sublessee's curing such default.
12. Covenant of Quiet Enjoyment: Sublessor covenants that, provided Sublessee
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is not in default hereunder beyond any applicable cure periods, Sublessee
shall have and enjoy the quiet and peaceful possession of the Premises
without interference from Sublessor.
13. Miscellaneous:
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(a) The headings of the various articles of this Agreement are intended
only for convenience and are not intended to limit, define or construe
the scope of any article of this Agreement, nor offset the provisions
thereof.
(b) Neither the method of computation of rent nor any other provision of
this Agreement shall be deemed to create any relationship between the
parties hereto other than that of Sublessor and Sublessee.
(c) This Agreement shall be governed by and construed in accordance with
the laws of North Carolina.
(d) This Agreement may be modified or amended only by written agreement of
both parties hereto.
(e) If any provision of this Agreement shall be deemed to be in
contravention of any law, then the court rendering such determination
shall have the authority to strike the contravening provision from
this Agreement, with the remaining provisions of this Agreement
remaining in full force and effect.
(f) This Agreement, and the covenants, conditions, warranties and
agreements made and entered into by the parties hereto are declared
binding on their respective heirs, successors, representatives and
assigns.
(g) Whenever under this Agreement a provision is made for notice of any
kind, it shall be deemed sufficient service thereof if such notice is
in writing addressed to the respective parties at the address shown
below and delivered via hand delivery or overnight courier, with proof
of delivery thereof.
(h) Sublessor and Sublessee respectively represent and warrant to each
other that neither of them has consulted or negotiated with any broker
or finder with regard to the Premises or otherwise in connection with
this transaction. Each such party shall indemnify the other against
and hold the other harmless from and against all liabilities, costs
and expenses (including reasonable attorneys' fees) for any claims for
fees or commissions from anyone arising out of their respective
actions in connection with this Sublease.
(i) If requested by Sublessee, Sublessor shall execute a recordable
Memorandum of Sublease, prepared by and at Sublessee's expense,
specifying the exact term of this Sublease and such other terms as the
parties shall mutually determine and agree.
14. Landlord's Consent: The execution and delivery, within ten (10) days of the
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execution of this Sublease, of a Landlord's Certificate in form reasonably
acceptable to both Sublessor and Sublessee shall be a condition precedent
to the effectiveness of this Sublease.
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If to Sublessor:
ICAgen, Inc.
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If to Sublessee:
Inspire Pharmaceuticals, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
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[Signature Page Attached and Incorporated herein by Reference]
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IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals
as of the day and year first written above.
SUBLESSOR:
ICAgen, Inc.
By: /s/ P. ▇▇▇ ▇▇▇▇▇▇▇
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Its: President and CEO
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ATTEST:
/s/
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Secretary/Assistant Secretary
[CORPORATE SEAL]
SUBLESSEE:
Inspire Pharmaceuticals, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Its: President and CEO
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ATTEST:
___________________________________
Secretary/Assistant Secretary
[CORPORATE SEAL]
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INSPIRE
PHARMACEUTICALS, INC.
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February 14, 2000
ICAgen, Inc.
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RE: Extension of Sublease Agreement
This letter serves as notice that, in accordance with Section 1. Sublease Term
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of the Sublease Agreement ("Sublease") between ICAgen, Inc. ("Sublessor") and
Inspire Pharmaceuticals, Inc. ("Subleasee") dated September 22, 1997, Inspire
Pharmaceuticals, Inc. wishes to extend the Sublease for one (1) additional term
of three (3) years.
Please contact our Director of Finance, ▇▇▇▇▇ ▇▇▇▇▇▇▇, should you have any
questions or need additional information.
Best Regards
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and CEO
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Telephone ▇▇▇.▇▇▇.▇▇▇▇ Fax ▇▇▇.▇▇▇.▇▇▇▇
