Full Press Release Details
SUBLEASE AGREEMENT (this "Sublease") is made and entered into as of the
and between NanoViricides, Inc., a Nevada
corporation (the "Subtenant"), and Kemira Chemicals, Inc., a Georgia corporation
(the "Sublandlord").
is the tenant of a certain building and improvements (the "Property") located at
4 Research Drive, Woodbridge, Connecticut, consisting of 20,000 rentable square
feet, pursuant to that certain Lease dated as of July 20, 1999 between Research
Development of Woodbridge, LLC, as landlord, and Bayer Corporation, as tenant,
as amended by First Amendment to Lease dated May 3, 2002, between such parties.
In accordance with the provisions of that certain Assignment and Assumption
Lease dated as of March 31, 2006, LANNESS Corporation, a Delaware corporation,
the successor to all rights and interest of Bayer Corporation under said lease,
assigned to Sublandlord all rights, and Sublandlord assumed all obligations,
tenant under said Lease. Hall Investments, Ltd. is the successor to Research
Development of Woodbridge, LLC, and is landlord under the Lease (the
"Landlord"). Copies of the Lease dated July 20, 1999, the First Amendment to
Lease dated May 3, 2002 and the Assignment and Assumption of Lease dated March
3, 2006 are attached hereto as Exhibit
such instruments taken together are herein referred to as the "Lease
desires to sublease from Sublandlord a portion of the Property consisting of
approximately 5,000 rentable square feet (the "Premises"), together with the
non-exclusive use of certain common areas, all as depicted on Exhibit
hereto, and Sublandlord is willing to sublease the Premises to Subtenant on
terms and conditions set forth herein.
THEREFORE, for and in consideration of the premises as set out in the Recitals
of Fact and the terms and covenants of this Sublease, and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
parties agree as follows:
Sublandlord hereby subleases the Premises to Subtenant, and Subtenant hereby
takes the Premises from Sublandlord, subject to the terms and conditions of
Sublease. The effectiveness of this Sublease is conditioned upon the obtaining
written consent hereto. Subtenant shall surrender the Premises to Sublandlord
immediately upon the termination of the Term.
Premises shall be used and occupied by Subtenant only for the purposes described
no other purposes without Sublandlord's written
During the term, Subtenant agrees to assume with respect to the Premises any
all responsibility previously borne by Sublandlord in its capacity as tenant
under the Lease Agreement regarding compliance by the Premises and the use
thereof with, or violation of, any environmental laws, rules or regulations,
Occupational Safety Health Act, the Americans with Disabilities Act that occur
during the Term, and the legal use or adaptability of the Premises and the
compliance thereof to all applicable laws, building codes, and regulations
during the Term. Notwithstanding the above, there shall be no obligation of
Subtenant to modify, alter or conform any preexisting conditions of the Premises
to bring the Premises into compliance with the above statutes and acts, except
to the extent that Subtenant's use or
alteration of the Premises shall require that the Premises be so brought into
compliance. Sublandlord makes no representation or warranty concerning the
compliance of the Premises or Property with any such statutes or acts, but
Sublandlord represents that it has not been advised of any noncompliance with
any such statutes or acts.
of this Sublease (the Term) shall commence on the later of (a) February 1,
or (b) the date Landlord consents to this Sublease, and shall run until January
30, 2009 (the last day of the term of the Lease Agreement), unless sooner
terminated by a breach of the terms and conditions of this Sublease, or by
earlier termination or expiration of the Lease Agreement.
Subtenant agrees to pay Sublandlord as Base Rental for the use of the Premises
the sum of One Hundred Forty Thousand Dollars ($140,000.00) per year, payable
equal monthly installments of $11,666.67 each, said Base Rent and all Additional
Rent (hereinafter described) being payable without notice or demand in advance
without offset or deduction on or before the first day of the Term and on
first (1st) day of every month thereafter. All rents not received by the
(10th) day of each month during the term hereof shall be subject to a charge
3% of the total amount due. Such rental and all additional sums Subtenant
required to pay under the terms of this Sublease, including, but not limited
Additional Rent, shall be deemed rent. Any rent due for a partial month shall
prorated. Sublandlord covenants and agrees to pay all Base Rent and Additional
Rent owed under the provisions of the Lease Agreement promptly when due.
Commencing on February 1, 2008, and continuing on the 1st of the month of
month thereafter, (and further provided that Subtenant shall not be in default
of any provision under this Sublease), Sublandlord shall have the right to
from the Security Deposit (as defined in Section 26.5 below), the sum of
$4,000.00 as partial payment for the Base Rental, with the remainder monthly
installments of $7,667.67 being due and payable from Subtenant as provided
hereinabove. Subtenant covenants and agrees that if Subtenant defaults under
this Sublease or fails to abide by the covenants and obligations herein,
entire sum of each monthly installment of $11,666.67 shall be due as provided
hereinabove and Sublandlord shall not be obligated to offset the Base Rental
from the Security Deposit.
Subtenant shall pay concurrently with its monthly Base Rent payments Additional
shall pay $500.00 per month for the cost of utility services
TO TERMS AND CONDITIONS OF LEASE.
hereby acknowledges that Sublandlord is now leasing the Premises under the
Agreement, which Lease Agreement, other than as expressly amended herein,
incorporated herein by reference as fully as if the terms and provisions
Lease Agreement were set forth in full in this Sublease. This Sublease is
expressly made subject and subordinate to the Lease Agreement; provided however,
notwithstanding the incorporation herein of such terms and provisions, or
anything otherwise contained in this Sublease to the contrary,
shall not be obligated to render or provide any of the services required
provided by Landlord under the Lease Agreement and Sublandlord shall not
obligated to satisfy any obligations or liabilities of Landlord thereunder;
shall not have any responsibility or liability to Subtenant (i) on account
any act or omission, default, or breach by Landlord of any term, covenant
condition of the Lease Agreement, or any failure by Landlord to perform any
its obligations under the Lease Agreement, or (ii) by reason of any condition
or on the Property or the Premises now or hereafter existing.
written request and at Subtenant's expense, Sublandlord shall take commercially
reasonable action to enforce Sublandlord's rights under the Lease Agreement with
respect to the Premises.