Exhibit 10.1
ELEVENTH
AMENDMENT
THIS ELEVENTH AMENDMENT (the "
Amendment
") is made and entered into as of January 31, 2017
]
, by and between
LJ GATEWAY OFFICE LLC,
a Delaware limited liability company
(“
Landlord
”), and
NEOTHETICS, INC.
,
a
Delaware
corporation
(“
Tenant
”).
RECITALS
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A.
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Landlord (as successor in interest to California Diversified LLC, a Delaware limited liability company and as successor in interest to WW&LJ Gateways, LTD., a California limited partnership) and Tenant (formerly known as Lithera, Inc., a Delaware corporation and Lipothera, Inc., a Delaware corporation) are parties to that certain lease dated July 3, 2008, which lease has been previously amended by a First Amendment dated February 6, 2009, a Second Amendment dated February 16, 2010, a Third Amendment dated February 1, 2011, a Fourth Amendment dated April 20, 2011, a Fifth Amendment dated April 10, 2012, a Sixth Amendment dated October 31, 2012, a Seventh Amendment dated April 30, 2013, an Eighth Amendment dated November 8, 2013, a Ninth Amendment dated April 21, 2014 and a Tenth Amendment dated January 20, 2015 (collectively, the "
Lease
"). Pursuant to the Lease, Landlord has leased to Tenant space currently containing approximately
11,107
rentable square feet (the “
Original Premises
”) described as Suite No. 270 on the 2
nd
floor of the building located at 9171 Towne Centre Drive, San Diego, California (the "
Building
").
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B.
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Tenant has requested that additional space containing approximately
3,580
rentable square feet described as Suite No. 250 on the 2
nd
floor of the Building shown on
Exhibit A
hereto (the “
Suite 250
Expansion Space
”) be added to the Original Premises and that the Lease be appropriately amended and Landlord is willing to do the same on the following terms and conditions.
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NOW, THEREFORE
,
in consideration of the above recitals which by this reference are incorporated herein, the mutual covenants and conditions contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:
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I.
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Expansion and Effective Date.
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A.
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The Term for the Suite 250 Expansion Space shall commence (“
Suite 250
Expansion Effective Date
”) on the earlier of (a) the date the Suite 250 Expansion Space is deemed ready for occupancy pursuant to Section I.B below, or (b) the date Tenant commences its business activities within the Suite 250 Expansion Space, and shall expire on December 31, 2017 (the “
Suite 250 Expiration Date
”). The Suite 250 Expansion Effective Date is estimated to be February 15, 2017 (“
Suite 250
Estimated Expansion Effective Date
”). Promptly following request by Landlord, the parties shall memorialize on a form provided by Landlord (the "
Suite 250
Expansion Effective Date Memorandum
") the actual Suite 250 Expansion Effective Date; should Tenant fail to execute and return the Suite 250 Expansion Effective Date Memorandum to Landlord within 5 business days (or provide specific written objections thereto within that period), then Landlord's determination of the Suite 250 Expansion Effective Date as set forth in the Suite 250 Expansion Effective Date Memorandum shall be conclusive. Effective as of the Suite 250 Expansion Effective Date, the Premises, as defined in the Lease, shall be increased from 11,107 rentable square feet to
14,687
rentable square feet by the addition of the Suite 250 Expansion Space.
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B.
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If Landlord, for any reason whatsoever, cannot deliver possession of Suite 250 Expansion Space to Tenant on or before the Suite 250 Expansion Effective Date set forth in Section I.A above, this Amendment shall not be void or voidable nor shall Landlord be liable to Tenant for any resulting loss or damage. However, Tenant shall not be liable for any rent for the Suite 250 Expansion Space and the Suite 250 Expansion Effective Date shall not occur until Landlord delivers possession of the Suite 250 Expansion Space and the Suite 250 Expansion Space is in fact ready for occupancy as defined below, except that if Landlord’s failure to so deliver possession is attributable to any action or inaction by Tenant, then the Suite 250 Expansion Space shall be deemed ready for occupancy, and Landlord shall be entitled to full performance by Tenant (including the payment of rent), as of the date Landlord would have been able to deliver the Suite 250 Expansion Space to Tenant but for Tenant’s delay(s). Subject to the foregoing, the Suite 250 Expansion Space shall be deemed ready for occupancy if and when Landlord, to the extent applicable, (a) has put into operation all building services essential for the use of the Suite 250 Expansion Space by Tenant, (b) has provided reasonable access to the Suite 250 Expansion Space for Tenant so that it may be used without unnecessary interference, (c) has substantially completed all the work required to be done by Landlord in this Amendment, and (d) has obtained requisite governmental approvals to Tenant’s occupancy.
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IOPLEGAL-4-44
- Lease 214908, Amendment 246209 - 0.2
1
Exhibit 10.1
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II.
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Basic Rent.
In addition to Tenant’s obligation to pay Basic Rent for the Original Premises, Tenant shall pay Landlord Basic Rent for the Suite 250 Expansion Space as follows:
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Months of Term
or Period
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Monthly Rate Per
Square Foot
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Monthly Basic Rent
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Suite 250 Expansion Effective Date to 12/31/17
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$2.85
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$10,203.00
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All such Basic Rent shall be payable by Tenant in accordance with the terms of the Lease.
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III.
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Building Costs and Property Taxes
. Effective as of the
Suite 250
Expansion Effective Date, Item 7 of Article I (Basic Lease Provisions) of the Lease shall be amended to add the following for the
Suite 250
Expansion Space:
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“7. Property Tax Base: The Property Taxes per rentable square foot incurred by Landlord and attributable to the twelve month period ending June 30, 2017 (the “
Base Year
”).
Building Cost Base: The Building Costs per rentable square foot incurred by Landlord and attributable to the twelve month period ending June 30, 2017.
Expense Recovery Period: Every twelve month period during the Term (or portion thereof during the first and last Lease years) ending June 30.”
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IV.
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Additional Security Deposit
.
No additional security deposit shall be required in connection with this Amendment.
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V.
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Improvements to Expansion Space
.
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A.
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Condition of Suite 250 Expansion Space
. Tenant has inspected the Suite 250 Expansion Space and agrees to accept the same "as is" without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, except as may be expressly provided otherwise in this Amendment.
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Landlord warrants to Tenant that the fire sprinkler system, lighting, heating, ventilation and air conditioning systems and electrical systems serving the Suite 250 Expansion Space shall be in good operating condition as of the day the Suite 250 Expansion Space is delivered to Tenant.
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B.
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Alterations
. Any construction, alterations or improvements to the Suite 250 Expansion Space shall be performed by Tenant at its sole cost and expense using contractors selected by Tenant and approved by Landlord and shall be governed in all respects by the provisions of Section 7.3 of the Lease.
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VI.
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Parking
.
Notwithstanding any contrary provision in Exhibit C to the Lease, “Parking,” effective as of the Suite 250 Expansion Effective Date, Landlord shall lease to Tenant, and Tenant shall lease from Landlord, a minimum of 9, but no more than 12 additional unreserved parking passes with respect to the Suite 250 Expansion Space at the rate of $45.00 per pass utilized, per month through the Suite 250 Expiration Date. Thereafter, the parking charge shall be at Landlord’s scheduled parking rates from time to time.
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VII.
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SDN List
. Tenant hereby represents and warrants that neither Tenant nor any officer, director, employee, partner, member or other principal of Tenant (collectively, "
Tenant Parties
") is listed as a Specially Designated National and Blocked Person ("
SDN
") on the list of such persons and entities issued by the U.S. Treasury Office of Foreign Assets Control (OFAC). In the event Tenant or any Tenant Party is or becomes listed as an SDN, Tenant shall be deemed in breach of this Lease and Landlord shall have the right to terminate the Lease immediately upon written notice to Tenant.
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VIII.
GENERAL
.
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A.
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Effect of Amendments
. The Lease shall remain in full force and effect except to the extent that it is modified by this Amendment.
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B.
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Entire Agreement
. This Amendment embodies the entire understanding between Landlord and Tenant and can be changed only by a writing signed by Landlord and Tenant. There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant be entitled to any rent abatement, improvement allowance, leasehold improvements, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Amendment.
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C.
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Counterparts; Digital Signatures
. If this Amendment is executed in counterparts, each is hereby declared to be an original; all, however, shall constitute but one and the same amendment. In any action or proceeding, any photographic, photostatic, or other copy of
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IOPLEGAL-4-44
- Lease 214908, Amendment 246209 - 0.2
2
Exhibit 10.1
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this Amendment may be introduced into evidence without foundation. The parties agree to accept a digital image (including but not limited to an image in the form of a PDF, JPEG, GIF file
,
or other e-signature) of this Amendment, if applicable,
reflecting the execution of one or both of the parties, as a true and correct original.
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D.
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Defined Terms
. All words commencing with initial capital letters in this Amendment and defined in the Lease shall have the same meaning in this Amendment as in the Lease, unless they are otherwise defined in this Amendment.
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E.
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Authority
. If Tenant is a corporation, limited liability company or partnership, or is comprised of any of them, each individual executing this Amendment for the corporation, limited liability company or partnership represents that he or she is duly authorized to execute and deliver this Amendment on behalf of such entity and that this Amendment is binding upon such entity in accordance with its terms.
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F.
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California Certified Access Specialist Inspection
. Pursuant to California Civil Code § 1938, Landlord hereby states that the Premises have not undergone inspection by a Certified Access Specialist (CASp) (defined in California Civil Code § 55.52(a)(3)). Pursuant to Section 1938 of the California Civil Code, Landlord hereby provides the following notification to Tenant: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction related accessibility standards within the premises." If Tenant requests to perform a CASp inspection of the Premises, Tenant shall, at its cost, retain a CASp approved by Landlord (provided that Landlord may designate the CASp, at Landlord’s option) to perform the inspection of the Premises at a time agreed upon by the parties. Tenant shall provide Landlord with a copy of any report or certificate issued by the CASp (the "
CASp Report
") and Tenant shall, at its cost, promptly complete any modifications necessary to correct violations of construction related accessibility standards identified in the CASp Report, notwithstanding anything to the contrary in this Lease. Tenant agrees to keep the information in the CASp Report confidential except as necessary for the Tenant to complete such modifications.
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G.
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Attorneys' Fees
. The provisions of the Lease respecting payment of attorneys' fees shall also apply to this Amendment.
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H.
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Brokers
. Article XVIII of the Lease is amended to provide that the parties recognize the following parties as the brokers who negotiated this Amendment, and agree that Landlord shall be responsible for payment of brokerage commissions to such brokers pursuant to its separate agreements with such brokers: Irvine Realty Company (“
Landlord’s Broker
”) is the agent of Landlord exclusively and Hughes Marino, Inc. / San Diego (“
Tenant’s Broker
”) is the agent of Tenant exclusively. By the execution of this Amendment, each of Landlord and Tenant hereby acknowledge and confirm (a) receipt of a copy of a Disclosure Regarding Real Estate Agency Relationship conforming to the requirements of California Civil Code 2079.16, and (b) the agency relationships specified herein, which acknowledgement and confirmation is expressly made for the benefit of Tenant’s Broker. By the execution of this Amendment, Landlord and Tenant are executing the confirmation of the agency relationships set forth herein. The warranty and indemnity provisions of Article XVIII of the Lease, as amended hereby, shall be binding and enforceable in connection with the negotiation of this Amendment.
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I.
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Execution of Amendment
. Submission of this Amendment by Landlord is not an offer to enter into this Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this Amendment until Landlord has executed and delivered the same to Tenant.
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J.
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Nondisclosure of Terms
. Tenant agrees that neither Tenant nor its agents or any other parties acting on behalf of Tenant shall disclose any matters set forth in this Amendment or disseminate or distribute any information concerning the terms, details or conditions hereof to any person, firm or entity without obtaining the express written consent of Landlord.
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IOPLEGAL-4-44
- Lease 214908, Amendment 246209 - 0.2
3
Exhibit 10.1
IN WITNESS WHEREOF
, Landlord and Tenant have duly executed this Amendment as of the day and year first above written.
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LANDLORD:
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TENANT:
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LJ GATEWAY OFFICE LLC
a Delaware limited liability company
By
/s/ Steven M. Case
Executive Vice President
Office Properties
EX E eWcutor 1 Name]]
[[Executor 1 Title Line 1]]
[[Executor 1 Title Line 2]]
By
/s/ Michael T. Bennett
Senior Vice President, Operations
Office Properties
[[Executor 2 Signature]]
[[Executor 2 Name]]
[[Executor 2 Title Line 1]]
[[Executor 2 Title Line 2]]
[[ReviewerInitial1]]
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NEOTHETICS, INC.
a Delaware corporation
By
/s/ Susan A. Knudson
[[Tenant 1 Signature]]
Chief Financial Officer
(Principal Executive Officer and Principal
Financial Officer)
Tenant 1 Title]]
By
[[Tenant 2 Signature]]
Printed Name
[[Tenant 2 Name]]
Title
[[Tenant 2 Title]]
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IOPLEGAL-4-44
- Lease 214908, Amendment 246209 - 0.2
4
Exhibit 10.1
EXHIBIT A
OUTLINE AND LOCATION OF EXPANSION SPACE
IOPLEGAL-4-44
- Lease 214908, Amendment 246209 - 0.2
5
Exhibit 10.2
SUBLEASE
This Sublease, dated as of January 27, 2017, is made between Neothetics, Inc., a Delaware corporation (“
Sublessor
”), and Abacus Data Systems, Inc., a California corporation (“
Sublessee
”).
Sublessor is the lessee under a written lease dated July 3, 2008, which has 10 subsequent amendments (as amended, the “
Master Lease
”), wherein LJ Gateway Office, LLC, a Delaware limited liability company (“
Lessor
”) (as successor-in-interest to WW&LJ Gateways, LTD., a California limited partnership) leased to Sublessor (as successor-in-interest to Lipothera, Inc., a Delaware corporation) the real property located in the City of San Diego, County of San Diego, State of California, described as: 9171 Towne Centre Drive, Suite 270, San Diego, California, 92122 (“
Master Premises
”).
Sublessor hereby subleases to Sublessee on the terms and conditions set forth in this Sublease the entire Master Premises of 11,107 rentable square feet in Suite 270 at 9171 Towne Centre Drive (the “
Premises
”).
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4.
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WARRANTY BY SUBLESSOR.
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Sublessor warrants and represents to Sublessee that, as of the date hereof, to Sublessor’s actual knowledge, Sublessor is not in material default or material breach of any of the provisions of the Master Lease, and that, as of the date hereof, Sublessor has no actual knowledge of any claim by Lessor that Sublessor is in material default or material breach of any of the provisions of the Master Lease.
The Sublease term shall expire March 31, 2020, coterminous with the Master Lease, subject to any earlier termination thereof in accordance with the Master Lease. The term of this Sublease (“
Term
”) shall commence upon the occurrence of both of the following events: (a) possession of the Premises, in its existing AS-IS condition, without any obligation on the part of Sublessor to construct any improvements for Sublessee or to perform any work therein (“
Possession
”), has been given to Sublessee by Sublessor; and (b) the parties have received Lessor’s written consent (“
Consent
”) to this Sublease. The date upon the occurrence of (a) and (b) in the preceding sentence is defined herein as the “
Commencement Date
”, which is estimated to occur on approximately February 15, 2017. The Sublease Base Rent payments shall commence thirty (30) days after the Commencement Date. This thirty (30) day period after the Commencement Date (“
Move-In Period
”) is intended to help Sublessee to offset its costs to construct its improvements and fit out the Premises for its needs, and also to grow into the Premises. Sublessee shall have full use of and access to the Premises during the Move-In Period in compliance with the terms of this Sublease, even though Base Rent is abated during such time. The 31
st
day after the Commencement Date shall be the “
Rent Commencement Date
.” Sublessor shall send Sublessee notice of the Commencement Date and Rent Commencement Date, which notice Sublessee shall acknowledge by executing a copy of same and returning it to Sublessor. If for any reason the Commencement Date shall not have occurred by February 15, 2017, the validity of this Sublease shall not be impaired (subject to the termination rights set forth in the last paragraph of
Section 6
below). Notwithstanding the foregoing, and subject to the termination rights set forth in the last paragraph of
Section 6
below, if the Commencement Date has not occurred by February 15, 2017, then Sublessee may give written notice to Sublessor, delivered no later than February 28, 2017, of Sublessee’s intention to cancel this Sublease, provided that the Commencement Date shall not have occurred prior to delivery of such notice. Said notice shall set forth an effective date for such cancellation which shall be at least five (5) days after delivery of said notice to Sublessor and no more than ten (10) days after delivery of said notice (the “
Cancellation Date
”). If the Commencement Date shall occur on or before the Cancellation Date, this Sublease shall remain in full force and effect, subject to the termination rights in the last paragraph of
Section 6
below. If the Commencement Date shall not have occurred on or before the Cancellation Date, subject to the
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Exhibit 10.2
termination rights in the last paragraph of
Section 6
below, this Sublease shall be cancelable by Sublessee by written notice t
o Sublessor delivered no later than that date which is ten (10) days following the Cancellation Date, in which case any security deposit or rent previously paid by Sublessee to Sublessor on account of this Sublease shall be returned to Sublessee, this Subl
ease shall thereafter be of no further force or effect, and Sublessor shall have no further liability to Sublessee on account of such delay or cancellation.
Sublessee shall pay to Sublessor the rent payable by Sublessee hereunder (“
Rent
”), without deduction, setoff, notice or demand, by electronic fund transfer or Automatic Clearing House transfer pursuant to wire instructions provided by Sublessor from time to time, or by check to the rent payment address provided by Sublessor from time to time, in advance on the first day of each month. Sublessee shall pay to Sublessor upon execution of this Sublease $27,768 as Base Rent for the second (2nd) month of the Term (the first (1st) month’s Base Rent being abated during the Move-In Period) and an additional $30,317 as a Security Deposit to be treated in the same manner as is outlined in the Master Lease. If the Term begins on a day other than the first day of a month, the Base Rent for the partial months shall be prorated on a per diem basis based on the actual number of days in the month in which the Sublease commences.
Additional provisions:
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BASE RENT SCHEDULE
: As of the Rent Commencement Date, the first year’s Base Rent shall be $2.50 per rentable square foot per month and shall increase by three percent (3%) on each annual anniversary of the Sublease Commencement Date. The Base Rent shall be for a full service gross rate.
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ADDITIONAL RENT
: In addition to Base Rent, throughout the Term, Sublessee shall pay to Sublessor “Tenant’s proportionate share of Building Costs and Property Taxes” in connection with the Premises in accordance with the terms of the Master Lease; provided that, Sublessee shall have a fiscal Base Year from 7-1-17 to 6-30-18 for calculating Tenant’s proportionate share of Building Costs and Property Taxes. Additionally, throughout the Term, Sublessee shall pay to Sublessor as additional rent for this subletting all other building charges incurred at the request of, or on behalf of, Sublessee, or with respect to the Premises and all other additional expenses, costs and charges payable to Lessor in connection with Sublessee’s use of the Premises, including parking costs. All amounts due under this paragraph as additional rent shall be payable with monthly Base Rent in the same manner, time and place as Base Rent (irrespective of any abatement of Base Rent hereunder).
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RENT ABATEMENT:
Provided that Sublessee shall faithfully perform all of the terms and conditions of this Sublease, Sublessee shall not be required to pay Base Rent for months one (1) (i.e., the “Move-In Period”), three (3) and four (4) of the Term after the Commencement Date. In addition, Sublessee shall receive five (5) months of 50% Base Rent abatement for months 5 (five) through nine (9) of the Term after the Commencement Date.
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BUILDING CONDITION
: The taking of Possession of the Premises by Sublessee shall be conclusive evidence that Sublessee accepts the same “AS IS” and that the Premises are suited for the use intended by Sublessee and were in good and satisfactory condition at the time such Possession was taken. Neither Sublessor nor Sublessor’s agents has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Sublessee’s business.
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This Sublease is expressly conditioned upon the parties obtaining the Consent. In the event the Consent has not been obtained within thirty (30) days after the execution hereof, then this Sublease may be terminated by either party hereto upon notice to the other, and upon such termination neither party hereto shall have any further rights against or obligations to the other party hereto.
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Exhibit 10.2
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7.
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OTHER PROVISIONS OF SUBLEASE.
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This Sublease is subject and subordinate to the Master Lease.
All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following:
any renewal or expansion rights set forth in the Master Lease
. Sublessee assumes and agrees to perform the lessee’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with
Section 6
of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessee shall indemnify Sublessor, and hold it harmless, from and against any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys’ fees) incurred as a result of the non-performance, non-observance or non-payment of any of Sublessor’s obligations under the Master Lease which, as a result of this Sublease, became an obligation of Sublessee. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. In the event Sublessee shall be in default of any covenant of, or shall fail to honor any obligation under this Sublease, Sublessor shall have available to it against Sublessee all of the remedies available (a) to Lessor under the Master Lease in the event of a similar default on the part of Sublessor thereunder or (b) at law or in equity. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease. Notwithstanding the foregoing, if the Master Lease gives Sublessor 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 such right by Sublessor shall not constitute a default or breach hereunder.
If Sublessor or Sublessee shall commence legal action against the other arising out of or in connection with this Sublease, the prevailing party shall be entitled to recover its costs of suit and reasonable attorneys’ fees.
Sublessor and Sublessee each warrant that they have dealt with no other real estate broker in connection with this transaction except Hughes Marino, who represents both Sublessor and Sublessee. Sublessor and Sublessee hereby confirm that they were timely advised of the dual representation and that they consent to the same, and that they do not expect Hughes Marino to disclose to either of them the confidential information of the other party.
Sublessor shall pay a leasing commission to Hughes Marino of four percent (4%) of the aggregate Full Service Gross Rent. Such commission shall be paid by the Sublessor fifty percent (50%) upon mutual execution of this Sublease and the Consent and fifty percent (50%) upon the Commencement Date.
All notices and demands which may or are to be required or permitted to be given by either party on the other hereunder shall be in writing. All notices and demands by the Sublessor to Sublessee shall be mailed to the Sublessee at the Premises, or to such other place as Sublessee may from time to time designate in a notice to the Sublessor. All notices and demands by the Sublessee to Sublessor shall be mailed to the Sublessor at the address designated in writing by Sublessor from time to time, and to such other person or place as the Sublessor may from time to time designate in a notice to the Sublessee.
For purposes of Section 1938(a) of the California Civil Code, Sublessor hereby discloses to Sublessee, and Sublessee hereby acknowledges, that the Premises has not undergone inspection by a Certified Access Specialist (CASp) (defined by California Civil Code Section 55.52). Pursuant to California Civil Code Section
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Exhibit 10.2
1938, Sublessee is hereby notified that a CASp can inspect the Premises and d
etermine whether the Premises complies with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the Premises, Sublessor may not prohibit Sublessee from obtaining a CA
Sp inspection of the Premises for the occupancy of the Sublessee, if requested by Sublessee. Sublessor and Sublessee shall mutually agree on the arrangements for the time and manner of any CASp inspection, the payment of the fee for the CASp inspection an
d the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises.
Sublessee hereby represents and warrants that neither Sublessee nor any officer, director, employee, partner, member or other principal of Sublessee (collectively, “
Sublessee Parties
”) is listed as a Specially Designated National and Blocked Person (“
SDN
”) on the list of such person and entities issued by the U.S. Treasury Office of Foreign Assets Control (OFAC). In the event Sublessee or any Sublessee Party is or becomes listed as an SDN, Sublessee shall be deemed in breach of this Sublease and Sublessor shall have the right to terminate this Sublease immediately upon written notice to Sublessee.
Each person signing on behalf of a party hereto hereby represents and warrants that such person has the capacity set forth on the signature pages hereof and has full power and authority to bind such party to the terms hereof. It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Sublease and this Sublease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Sublessor to Sublessee with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Sublease. If this Sublease is executed in counterparts, each is hereby declared to be an original; all, however, shall constitute but one and the same Sublease. Submission of this Sublease by Sublessor is not an offer to enter into this Sublease but rather is a solicitation for such an offer by Sublessee. Sublessor shall not be bound by this Sublease until Sublessor has executed and delivered the same to Sublessee.
[signatures on next page]
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Exhibit 10.2
Neothetics, Inc.,
Abacus Data Systems, Inc.,
a Delaware corporation
a California corporation
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By:
/s/ Susan A. Knudson
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By:
/s/ Alessandra Lezama
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Title:
Chief Financial Officer
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Title:
Chief Executive Officer
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Date:
January 31, 2017
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Date:
January 27, 2017
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By:
/s/ Major Horton
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Title:
Chief Financial Officer
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