Exhibit 10.10
RETAIL LEASE AGREEMENT
BY AND BETWEEN
SKIN HEALTH PROPERTIES, INC.,
AS LANDLORD
AND
OMP, INC.,
AS TENANT
DATED AS OF JUNE 29, 2006
RETAIL LEASE
AGREEMENT
THIS RETAIL LEASE AGREEMENT (this
“ Lease ”) is entered into as of June 29, 2006,
by and between SKIN HEALTH PROPERTIES, INC., a California
corporation (“ Landlord ”), and OMP, INC., a
Delaware corporation (“ Tenant ”).
|
Landlord and Tenant agree:
|
|
|
|
|
|
|
|
|
1.
|
BASIC LEASE
INFORMATION.
|
|
|
|
|
|
|
|
|
1.1
|
Tenant’s Address for Notice
.
|
|
|
|
|
|
|
|
|
|
|
|
|
OMP, Inc.
|
|
|
|
|
|
310 Golden Shore
|
|
|
|
|
|
Suite 100
|
|
|
|
|
|
Long Beach, California 90802
|
|
|
|
|
|
Attention: Steve Garcia, CFO
|
|
|
|
|
|
|
|
|
|
1.2
|
Landlord’s Address for Notice
.
|
|
|
|
|
|
|
|
|
|
|
|
Skin Health Properties, Inc.
|
|
|
|
|
|
270 North Canon Drive
|
|
|
|
|
|
Beverly Hills, California 90210
|
|
|
|
|
|
Attention: Zein E. Obagi
|
|
|
|
|
|
|
|
|
|
|
With a copy to:
|
Valensi, Rose, Magaram, Morris & Murphy,
PLC
|
|
|
|
|
2029 Century Park East, Suite 2050
|
|
|
|
|
Los Angeles, California 90067-3031
|
|
|
|
|
Attention: Michael R. Morris, Esq.
|
|
|
|
|
|
|
|
|
1.3
|
Premises .
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximately 2,063 useable square feet located
on the ground floor of the Building as shown on the Site Plan
attached hereto as Exhibit A and appurtenant
basement.
|
|
|
|
|
|
|
|
|
1.4
|
Building .
|
|
|
|
|
|
|
|
|
|
|
|
|
The building with an address of 270 North Canon
Drive, Beverly Hills, California 90210 (the “ Building
”).
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
1.5
|
Land .
|
|
|
|
|
|
|
|
|
|
|
|
|
The real property on which the Building is
located.
|
|
|
|
|
|
|
|
|
1.6
|
Term .
|
Five (5) years, commencing on August 1, 2006
(the “ Commencement Date ”), and terminating on
July 31, 2011 (the “ Termination Date ”), as the
same may be extended or sooner terminated as provided
herein.
|
|
|
|
|
|
|
|
|
1.7
|
Extension Options .
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant shall have the right to extend the Term
of this Lease for one (1) additional period of five (5) years (the
“ Extension Term ”).
|
|
|
|
|
|
|
|
|
1.8
|
Base Rent .
|
Base Rent shall initially be payable at the rate
of $86,646.00 per annum, or Seven Thousand Two Hundred Twenty and
50/100 Dollars ($7,220.50) per month. Effective as of the first
anniversary of the Commencement Date, and as of each anniversary of
the Commencement Date thereafter, the Base Rent shall escalate by
three and one-half percent (3.5%) per annum, as follows:
|
|
Lease Year:
|
|
Annual Base Rent:
|
|
Monthly Base Rent:
|
|
|
|
|
|
|
|
|
|
1
|
|
$
|
86,646.00
|
|
$
|
7,220.50
|
|
|
2
|
|
$
|
89,678.61
|
|
$
|
7,473.22
|
|
|
3
|
|
$
|
92,817.36
|
|
$
|
7,734.78
|
|
|
4
|
|
$
|
96,065.97
|
|
$
|
8,005.50
|
|
|
5
|
|
$
|
99,428.28
|
|
$
|
8,285.69
|
|
|
|
1.9
|
Security Deposit .
|
None
|
|
|
|
|
|
|
|
|
|
1.10
|
Useable Square Feet in the Premises
.
|
|
|
|
|
|
|
|
|
|
|
|
Approximately 2,063 useable square
feet.
|
|
|
|
|
|
|
|
|
1.11
|
Use .
|
|
|
|
|
|
|
|
|
|
|
|
|
The display and marketing of skin health care
products.
|
2
|
Exhibit A:
|
|
Site Plan
|
|
Exhibit B:
|
|
Leasehold Improvements
|
|
Exhibit C:
|
|
Schedule of Costs
|
|
Exhibit D.
|
|
Master Lease
|
Any reference in this Lease to the
above terms shall mean and refer to the information and terms set
forth in the above Basic Lease Information. In the event of any
conflict between the Basic Lease Information and the terms of this
Lease, the terms of this Lease shall control.
2.
PARTIES
. This Lease is
made by and between Landlord and Tenant as specified in Article 1.
The exhibits as may be referred to herein are attached hereto and
incorporated as a part of this Lease.
3.
INCORPORATION
OF MASTER LEASE . Notwithstanding that this
document is called a Retail Lease Agreement and the parties hereto
are referred to as Landlord and Tenant, this document is actually a
sublease and is subject to the provisions of the certain Standard
Multi-Tenant Office Lease - Gross dated May 15, 2006 attached
hereto as Exhibit D (the “Master Lease”) by and
between ZSO, LP, a California limited partnership as the lessor
thereunder (“Master Landlord”), and Zein E. Obagi,
M.D., Inc., a California corporation, and Landlord, collectively as
the lessee thereunder. This Lease is and shall be at all times
subject and subordinate to the Master Lease. If and to the extent
that terms of the Master Lease and this Lease shall conflict, the
terms of this Lease shall prevail. Provided, however,
notwithstanding the foregoing or anything to the contrary contained
in the Master Lease or herein, Landlord acknowledges and agrees
that (a) Tenant shall not have any repair, maintenance,
restoration, compliance or other obligations hereunder with respect
to the Premises except as expressly set forth in this Lease, nor
any monetary or payment obligations under this Lease other than the
Rent and insurance obligations set forth in Sections 7 and 8
hereof, and (b) the following provisions of the Master Lease shall
not be applicable to this Lease: Sections 1.2(b), 1.6, 1.9,
1.13, 2.2, 2.3, 2.5, 2.6, 2.9, 2.10, 3.3, 4.2, 6.2, 6.3, 7.1, 7.4,
8.3(c), 8.4, 8.7, 10.1, 10.2, 10.3, 10.4, 11.2, the second and
third sentences of Section 11.4, 13.1(d), 17, the second sentence
of Section 40, Section 41, Section 43(a) and the second sentence of
Section 49 of the Master Lease. The second sentence of Section 36
of the Master Lease shall not apply to the Leasehold Improvements.
Landlord agrees to keep the Master Lease in effect during the Term
of this Sublease and to make commercially reasonable efforts to
enforce its rights thereunder for the benefit of Tenant, subject,
however, to any earlier termination of the Master Lease without the
fault of Landlord, and to enforce all of Landlord’s rights
under the Master Lease for the benefit of Tenant. In the event that
the Master Lease shall terminate during the Term of this Lease,
then Master Landlord shall assume the obligations of Landlord under
this Lease and recognize Tenant as its tenant under all of the
terms of this Lease, allowing Tenant, at its option, to remain in
possession of the Premises upon all the terms of this Lease through
the Termination Date, unless sooner terminated pursuant to the
terms and conditions hereof.
3
4.
PREMISES/LEASEHOLD
IMPROVEMENTS .
4.1
Lease of
Premises .
Landlord hereby leases the Premises to Tenant
and Tenant leases the Premises from Landlord for the Term, at the
rental, and upon all the conditions set forth herein. The Premises
are located in the Building. Use of any mezzanine, basement or
storage space shall be at no additional charge and the area of such
space shall not be included in the area of the Premises.
4.2
Landlord’s Construction
of Leasehold Improvements . Landlord shall use
commercially reasonable efforts to cause the Leasehold Improvements
(as set forth on Exhibit B ) to be completed by September 1,
2006, subject to minor punchlist items. In respect of the
performance by Landlord of the Leasehold Improvements, Tenant has
heretofore paid Legacy Construction, the contrac
|
