SUBLEASE AGREEMENT
EXHIBIT
10.14
THIS
SUBLEASE AGREEMENT
(this
“Agreement”),
made as
of this 1st day of February, 2007, is by and between Century Capital Associates
LLC, having an office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
(herein referred to as “Century Capital”), and Scivanta Medical Corporation,
having an office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (herein
referred to as “Scivanta”).
WITNESSETH:
WHEREAS,
Century
Capital leases from Trillium Partners LLC (herein referred to as “Prime
Landlord”), those certain premises (herein referred to as the “Premises”)
described in that certain Lease Agreement (herein referred to as the “Prime
Lease”) dated November 1, 2005 between Trillium Partners LLC, as the “Landlord”
therein, and Century Capital, as the “Tenant” therein;
WHEREAS,
the term
of the Prime Lease commenced on November 1, 2005 and expires on October 31,
2010, unless earlier terminated as provided in the Prime Lease;
WHEREAS,
Century
Capital is permitted to sublease and otherwise share the Premises under the
Prime Lease;
WHEREAS,
Scivanta
and Century Capital entered into a Shared Services Agreement on May 1, 2004
(the
“Shared Services Agreement”), pursuant to which Scivanta subleased a portion of
the Premises (340 square feet plus access to common areas) and otherwise
utilized Century Capital’s offices and equipment to conduct
business;
WHEREAS,
Scivanta desires to expand its use of the Century Capital office and occupy
approximately 2,000 square feet and otherwise utilize Century Capital’s offices
and equipment to conduct business in accordance with and pursuant to the terms
and conditions set forth in this Agreement; and
WHEREAS,
the
parties desire to terminate the Shared Services Agreement and replace it with
this Agreement.
NOW,
THEREFORE,
in
consideration of the mutual covenants set forth herein, Century Capital and
Scivanta agree as follows:
1. Termination
of Shares Services Agreement.
Century
Capital and Scivanta hereby terminate the Shared Services Agreement and replace
it with this Agreement.
2. Representations
of Century Capital.
Century
Capital represents and warrants to Scivanta as follows:
| 2.1 |
Century
Capital has delivered to Scivanta a true, correct and complete copy
of the
Prime Lease as amended through the date
hereof.
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| 2.2 |
The
Prime Lease is presently in full force and effect and Century Capital
is
not in default under the Prime
Lease.
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| 2.3 |
The
Prime Landlord has consented to the terms of this
Agreement.
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3. Term.
The term
of this Agreement (herein referred to as the “Agreement Term”) shall commence on
February 1, 2007 (herein referred to as the “Commencement Date”), and shall
continue until terminated by either party, with or without cause, upon sixty
(60) days prior written notice, but in no event shall the Agreement Term
continue past the term of the Prime Lease.
4. Subleased
Premises and Equipment.
Century
Capital hereby agrees to allow Scivanta to occupy office space approximating
2,000 square feet (herein referred to as the “Subleased Premises”). Century
Capital also agrees to allow Scivanta to use certain equipment and services
as
an “all-inclusive” arrangement for the Monthly Retainer Fee defined and
described in Paragraph 5 hereof. The equipment shall include telephones and
telephone system (including voicemail), photo copier, computer network, office
furniture and two desktop computers (herein referred to as the “Subleased
Equipment”). The Subleased Premises and the Subleased Equipment, collectively,
shall be referred to herein as the “Subleased Premises and
Equipment.”
5. Rental.
The
monthly rental for the Subleased Premises and Equipment shall be Five Thousand
Dollars ($5,000.00) (herein referred to as the “Monthly Rental Fee”), which
shall be paid by Scivanta to Century Capital as follows:
| 5.1 |
Commencing
February 1, 2007, Scivanta shall pay to Century Capital the Monthly
Service Fee in the sum of Five Thousand Dollars ($5,000.00), with
such
rental fee being payable on the first (1st)
day of the month for which the rental fee is being
paid.
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| 5.2 | In addition to the Monthly Service Fee, Scivanta shall be responsible for all utilities, maintenance, condominium association maintenance fees and assessments and property taxes associated with the Premises. |
| 5.3 | Scivanta shall pay all fees as herein provided promptly at the times and in the manner herein specified. If any amount is not paid within five (5) days after its due date, Scivanta shall pay interest on such amount from the date on which it was due until the date on which it is actually paid at the rate of ten percent (10%) per annum. |
| 5.4 | If, under any provision of the Prime Lease, any additional rent shall be payable by Century Capital to Prime Landlord directly attributable to services ordered by or activities undertaken by or on behalf of Scivanta in connection with this Agreement or on account of Scivanta’s default hereunder, then Scivanta shall pay such additional rent on demand by Century Capital. Scivanta may be directed by Century Capital to pay such additional rent directly to Prime Landlord. |
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6. Prime
Lease; Covenants of the Parties. Except
to
the extent not otherwise inconsistent with the agreements and understandings
expressed in this Agreement or applicable only to the original parties to the
Prime Lease, the terms, provisions, covenants, and conditions of the Prime
Lease
are hereby incorporated herein by reference subject to the following
understandings:
| 6.1 |
To
the extent that any of the Prime Lease sections conflict or are
inconsistent with the provisions of this Agreement, whether or not
such
inconsistency is expressly noted herein, the provisions of this Agreement
shall in all instances prevail over the Prime
Lease.
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| 6.2 |
Century
Capital agrees to perform all of its obligations under the Prime
Lease.
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| 6.3 |
Should
Century Capital receive a notice of default or any other notice from
the
Prime Landlord, Century Capital shall provide prompt notice and forward
a
copy of such notice to Scivanta.
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| 6.4 |
Upon
the termination of this Agreement, Scivanta shall surrender the Subleased
Premises and Equipment to Century Capital in the condition in which
the
Subleased Premises and Equipment were received from Century Capital
on the
Commencement Date, except for ordinary wear and tear and damage by
casualty or condemnation not the result of the negligent or intentional
act or omission of Scivanta or its officers, agents, employees and
invitees. Century Capital shall remain liable to Prime Landlord for
any
restoration required under the terms and conditions of the Prime
Lease.
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| 6.5 |
If
the Prime Lease terminates, this Agreement shall terminate and the
parties
hereto shall be relieved of any further liability or obligation under
this
Agreement.
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7. Brokers.
Century
Capital and Scivanta each warrants to the other that no broker, agent, salesman
or any other person is entitled to a commission or similar fee in connection
with this Agreement.
8. Use
of Premises.
The
Subleased Premises shall be used and occupied only for office space and for
no
other use or purpose.
9. Warranty
of Quiet Enjoyment.
So long
as Scivanta shall observe and perform the covenants and agreements applicable
to
it hereunder, Scivanta shall, at all times during the Agreement Term, peacefully
and quietly have and enjoy the possession of the Subleased
Premises.
10. Assignment
and Subletting.
Scivanta
shall not assign this Agreement or further sublease, rent or share all or any
part of the Subleased Premises without the prior written consent of both the
Prime Landlord and Century Capital.
11. Governing
Law.
This
Agreement shall be governed and construed in accordance with the laws of the
State of New Jersey.
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12. Notices.
All
notices which may or are to be required to be given by either party on the
other
hereunder shall be in writing. All notices shall be sent by hand delivery,
overnight delivery service or United States mail, to the address hereinbelow
set
forth for such party, or to such other place as a party may from time to time
designate in a written notice to the other.
To
Century Capital:
Century
Capital Associates LLC
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▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
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To
Scivanta:
Scivanta
Medical Corporation
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▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇ ▇. ▇▇▇▇▇
with
a
copy to:
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C.
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▇▇▇▇ ▇▇▇▇
▇.▇.
▇▇▇
▇▇▇
Middletown,
New Jersey 07748
Attention:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
13. Entire
Agreement. This
Agreement is intended to be the sole and complete statement of the obligations
of the parties as to the Subleased Premises and Equipment and supersedes, as
of
the Commencement Date, all previous understandings, negotiations and proposals,
including the Shares Services Agreement, and may not be altered, amended or
modified, except in writing, signed by the duly authorized representatives
of
the parties.
IN
WITNESS WHEREOF,
the
undersigned representatives of the parties hereto have executed this Agreement
on behalf of the parties as of the day and year first above
written.
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CENTURY
CAPITAL ASSOCIATES LLC
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| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
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Name: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Title: Managing
Member and Vice
President
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SCIVANTA
MEDICAL CORPORATION
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| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Controlle
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