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EXHIBIT 10.6
Exhibit "A"
SUBLEASE
This SUBLEASE (the "SUBLEASE") is dated as of the 12th day of
December,
2003 by and between PREDIX PHARMACEUTICALS
HOLDINGS, INC., a Delaware
Corporation, Successor to PHYSIOME
SCIENCES, INC., having a principal place of
business at 10K Gill, Woburn, MA 01801
("SUBLANDLORD"), and NOVO NORDISK
PHARMACEUTICALS, INC., a Delaware
Corporation, having a principal place of
business at 100 College Road West,
Princeton, NJ 08540 ("SUBTENANT").
RECITALS
WHEREAS, pursuant to that certain Lease dated the 21st day of
December,
2000 by and between 150 COLLEGE ROAD, LLC,
a Delaware limited liability company
("PRIME LANDLORD"), as landlord, and
PHYSIOME SCIENCES, INC., a Delaware
corporation ("PHYSIOME"), as tenant, a copy
of which Lease is attached hereto as
EXHIBIT A, Physiome leased from Prime
Landlord certain premises (the "ORIGINAL
PREMISES") consisting of the entire third
floor located at 150 College Road
West, Plainsboro Township (Middlesex
County), New Jersey 08540, which Original
Premises contains 25,338 rentable square
feet of space, as more fully described
in the Prime Lease; and
WHEREAS, Subtenant desires to sublease from Sublandlord the
Original
Premises (the "SUBLEASED PREMISES"), and
Sublandlord is willing to sublease the
Subleased Premises to Subtenant on the
provisions, covenants and conditions
hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of Ten Dollars ($10.00), the
mutual
covenants made herein, and other
consideration, the receipt and sufficiency of
which are hereby acknowledged and agreed,
Sublandlord hereby subleases to
Subtenant, and Subtenant hereby takes and
hires from Sublandlord the Subleased
Premises, on the terms and conditions set
forth below:
1. DEFINED TERMS. All terms defined in the Prime Lease and used
herein
shall, unless otherwise defined herein,
have the meanings ascribed to such terms
in the Prime Lease.
2. TERM. The term of this Sublease shall commence on the later to
occur
of a) December 15, 2003 or b) obtaining of
Prime Landlord's written consent to
the within Sublease pursuant to Paragraph
9.1, ASSIGNMENT OR SUBLEASE BY TENANT,
of the Prime Lease ("SUBLEASE COMMENCEMENT
DATE"), and shall continue through
September 30, 2010, unless sooner
terminated in accordance with the provisions
of this Sublease (the "SUBLEASE TERM").
3. DELIVERY. The Subleased Premises shall be delivered to Subtenant
on
the Sublease Commencement Date,
broom-clean, free of all occupants and free of
all furniture and tangible property but
otherwise "as-is, where-is and with all
faults," without representation or
warranty, express or implied, and Subtenant
hereby waives, disclaims and renounces any
representation or warranty. Neither
Prime Landlord nor Sublandlord shall have
any obligation to make any
improvements in or to the Subleased
Premises nor to obtain any permits, licenses
or
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certificates of occupancy. Subtenant shall
not make any improvements to the
Subleased Premises without first having
obtained Prime Landlord's and
Sublandlord's consent thereto, it being
understood that Prime Landlord and
Sublandlord may, in their sole discretion,
withhold such consents but not
unreasonably.
4. BASIC RENT. Subtenant shall pay to Sublandlord, in advance,
monthly
installments, Base Rent of $46,453.00
beginning on the Sublease Term
Commencement Date (the "RENT COMMENCEMENT
DATE"). The first payment is to be
made concurrent with the execution of the
within Sublease. Base Rent for any
partial calendar months at the beginning or
end of the Sublease Term shall be
prorated on a daily basis. Subtenant
acknowledges that Sublandlord's payments of
Base Rent for the Original Premises are
paid to Prime Landlord on the first day
of each calendar month during the Term and
Subtenant therefore covenants and
agrees that its payments of Base Rent
hereunder shall be paid to Sublandlord at
least five (5) business days prior to the
first of each calendar month.
5. ADDITIONAL RENT. Subtenant acknowledges that pursuant to
Paragraph
2.2, Additional Rental of the Prime Lease,
Sublandlord is obligated to pay to
Prime Landlord additional rent on account
of Operating Expenses and Real Estate
Taxes for the Building, as more
particularly described in such Paragraph.
Subtenant shall pay to Sublandlord, with
its monthly payment of Base Rent from
and after the Rent Commencement Date,
Subtenant's proportionate share of
Sublandlord's additional rent obligations
under the Prime Lease, such
proportionate share being fixed at 35.76%
(referred to hereinafter as
"SUBTENANT'S PROPORTIONATE SHARE") provided
that, for the purpose of this
Sublease, the Subtenant's Base Year shall
be the 2004 calendar year. Sublandlord
shall deliver to Subtenant promptly after
receipt thereof any documentation and
statements of Operating Expenses or Real
Estate Taxes delivered to Sublandlord
by Prime Landlord. Additional Rent payable
hereunder for any partial calendar
month at the beginning or end of the
Sublease Term shall be pro-rated on a daily
basis. Upon Subtenant's written request,
and subject to the terms and conditions
of the Prime Lease, Sublandlord shall cause
an audit to be conducted of Prime
Landlord's books and records. Said audit
shall be conducted at the sole cost and
expense of Subtenant.
6. USE. The Subleased Premises shall be used solely for the use
set
forth in Paragraph 1.5, Use of the Prime
Lease, which use by Subtenant, however,
is and shall be expressly subject to all
applicable zoning ordinances, rules and
regulations of any governmental boards or
bureaus having jurisdiction thereof.
7. PRIME LEASE. Subtenant agrees that it will do nothing in, on
or
about the Subleased Premises which would
result in the breach by Sublandlord of
its undertakings and obligations under the
Prime Lease. Except as expressly set
forth herein, the Sublease shall be subject
to and on all of the terms and
conditions as are contained in the Prime
Lease and the provisions of the Prime
Lease are hereby incorporated into this
Sublease as if Sublandlord were the
landlord thereunder and Subtenant the
tenant thereunder. Where appropriate,
references to "Landlord" in the Prime Lease
shall be deemed to mean
"Sublandlord" hereunder and references to
"Tenant" in the Prime Lease shall be
deemed to mean "Subtenant" hereunder, it
being understood and agreed that
Sublandlord will not be acting as, or
assuming any of the responsibilities of
Prime Landlord, and all references in the
Prime Lease to Landlord-provided
services or Landlord insurance
requirements, and any other references which by
their nature
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relate to the owner or operator of the
Subleased Premises, rather than to a
tenant of the Subleased Premises subleasing
space to a subtenant shall continue
to be references to Prime Landlord and not
to Sublandlord. Without limiting the
foregoing, Subtenant expressly agrees that
it does not have any right to expand
the premises or extend the term under
either the Sublease or the Prime Lease and
that it is not entitled to any expenditure
or allowance by Sublandlord or Prime
Landlord with respect to improvements to
the Subleased Premises, except as
expressly set forth herein.
8. SUBTENANT'S COVENANTS. Subtenant covenants to Sublandlord to
perform
all of the covenants and obligations to be
performed by Sublandlord as Tenant
under the Prime Lease as the same relate to
the Subleased Premises and to comply
with this Sublease and the applicable
provisions of the Prime Lease, as modified
by this Sublease, in all respects
(including, without limitation, complying with
all OSHA, environmental and other
applicable laws, regulations and standards).
If Subtenant shall fail to make any payment
or perform any act required to be
made or performed by Subtenant under the
Prime Lease pursuant to Subtenant's
assumption of Sublandlord's obligations
thereunder as they relate to the
Subleased Premises, and such default is not
cured by Subtenant at least three
(3) business days prior to the expiration
of such Prime Lease cure period,
Sublandlord, without waiving or releasing
any obligation or default hereunder,
may (but shall be under no obligation to)
make such payment or perform such act
for the account and at the expense of
Subtenant, and may take any and all such
actions as Sublandlord in its sole
discretion deems necessary or appropriate to
accomplish such cure. If Sublandlord shall
reasonably incur any expense in
remedying such default, Sublandlord shall
be entitled to recover such sums upon
demand from Subtenant as Additional Rent
under this Sublease.
9. SUBLANDLORD'S COVENANTS. Sublandlord covenants to Subtenant
to
perform all of the terms and provisions
required of it under the Prime Lease and
to promptly pay when due all rents due and
accruing to Prime Landlord.
Sublandlord will use reasonable efforts to
enforce on behalf of Subtenant
Sublandlord's rights under the Prime Lease.
Nothing contained in this Sublease
shall be construed as a guarantee by
Sublandlord of any of the obligations,
covenants, warranties, agreements or
undertakings of Prime Landlord in the Prime
Lease, nor as an undertaking by Sublandlord
to Subtenant on the same or similar
terms as are contained in the Prime
Lease.
10. INDEMNIFICATION AND INSURANCE.
A. Subtenant
shall indemnify Prime Landlord and Sublandlord
and hold them harmless from and against any and all claims,
demands suits, judgments, liabilities, costs and expenses,
including reasonable attorneys fees, arising out of or in
connection with Subtenant's use and possession of the
Subleased Premises, or arising out of the failure of
Subtenant, is agents, contractors or employees to perform
any covenant, term or condition of this Sublease or of the
Prime Lease to be performed by Subtenant hereunder.
Sublandlord shall indemnify Subtenant and hold Subtenant
harmless from and against any and all claims, demands,
suits, judgments, liabilities, costs and expenses,
including reasonable attorneys fees, arising out of the
failure of Sublandlord to perform any covenant, term or
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condition of this Sublease or the Prime Lease to be
performed by Sublandlord hereunder.
B. Subtenant
shall comply with all of the insurance
provisions, as set forth in Paragraphs 7.1 and 7.2 of the
Prime Lease, required of Sublandlord and shall name Prime
Landlord and Sublandlord as additional insureds.
11. ASSIGNMENT AND SUBLETTING. Subtenant shall not be permitted
to
assign this Sublease in whole or in part or
sublet the Subleased Premises in
whole or in part; however, Subtenant shall
be permitted to sub-sublease the
Subleased Premises subject to the terms of
the Prime Lease, the Sublease, and
further providing Subtenant remains
primarily responsible with respect to any
such subletting.
12. SECURITY DEPOSIT. Deleted Prior to Execution.
13. BROKERS. Sublandlord and Subtenant each represents and warrants
to
the other that it has not dealt with any
broker in connection with this
Sublease, except Buschman Partners and each
agrees to indemnify, defend and hold
the other harmless from and against any
breach of said representation and
warranty. Sublandlord shall pay the
commissions of Buschman Partners by separate
agreement. Sublandlord and Subtenant agree
to indemnify and hold Prime Landlord
harmless from and against any and all
claims, demands, lawsuits, judgments,
liabilities, cost and expenses, including
reasonable attorney's fees, which may
be made or asserted by Buschman Partners
against Prime Landlord on account of
any commissions due to Bushman Partners in
connection with this Sublease. This
indemnification shall survive the
termination of this Sublease.
14. UTILITIES.
Subtenant shall be responsible for all utilities
(including, but not limited to, light, plug
and HVAC, electricity) in the
Subleased Premises.
15. PARKING AND SIGNAGE. Subtenant shall be entitled to use
Subtenant's
then applicable Proportionate Share of the
parking spaces allocated to
Sublandlord under the Prime Lease, on a
non-exclusive basis. Sublandlord shall
have no obligation to police the parking
areas or enforce Subtenant's parking
rights hereunder. Subtenant shall be
entitled to its pro-rata share of signage
rights under the Prime Lender.
16. MISCELLANEOUS.
A. COUNTERPARTS. This
instrument may be signed in counterpart
originals, which, taken together, shall constitute a single
original instrument.
B. NOTICES. Notices to
Sublandlord or Subtenant required or permitted
hereunder shall be sent in the manner prescribed in the Prime
Lease
to the respective addresses set forth above.
C. AMENDMENTS. This
Sublease may not be changed or terminated orally
but only by an agreement in writing signed by both Sublandlord
and
Subtenant.
D. ESTOPPEL
CERTIFICATES AND PROOF OF RENT PAYMENT. Sublandlord and
Subtenant each agree to furnish within twenty (20) days after
written request therefor by the
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other, a certificate stating (i) that this Sublease is in full
force and effect and has not been amended or modified (or
describing such amendment or modification, if any); (ii) the
dates
through which Basic Rent and additional rent have been paid
hereunder; and (iii) that there are no defaults under this
Sublease
known to the signer of the certificate (or specifying such
defaults, if known). In addition, Sublandlord shall provide to
Subtenant a copy of each rent payment by the tenth of day of
each
calendar month of the Sublease Term.
E. NO WAIVER. The
failure of either party to insist on strict
performance of any covenant or condition hereof, or to exercise
any
option contained herein, shall not be construed as a waiver of
such
covenant, condition or option in any other instance.
F. MEMORANDUM OF
LEASE. Subtenant shall not record this Sublease or
any memorandum hereof.
G. GOVERNING LAW. The
parties agree that the rights and obligations of
the parties under this Sublease shall be governed and construed
in
accordance with the laws of the State of New Jersey.
H. SEVERABILITY. The
invalidity of any of the provision of this
Sublease will not impair or affect in any manner of the
validity,
enforceability or effect of the rest of this Sublease.
I. ENTIRE AGREEMENT.
All understandings and agreements, oral or
written, heretofore made between the parties hereto are merged
in
this Sublease, which alone fully and completely expresses the
agreement between Sublandlord and Subtenant. Further, Exhibit A
and
all of its rights, duties and obligations of the parties
thereto
shall be incorporated herein.
J. RELATIONSHIP
BETWEEN THE PARTIES. This Sublease does not create the
relationship of principal and agent, nor does it create any
partnership, joint venture, or any association or relationship
between Sublandlord and Subtenant other than as and other than
as
and to the extent specifically provided in this Sublease, the
sole
relationship of Sublandlord and Subtenant being that of
sublandlord
and subtenant as provided in this Sublease. This Sublease shall
not
create any relationship between Prime Landlord and Subtenant.
K. REMEDIES
CUMULATIVE. Except as specifically provided herein, all
rights and remedies of Sublandlord under this Sublease shall be
cumulative and none shall exclude any other rights and remedies
allowed by law.
L. CONDITION
PRECEDENT. The effectiveness of this Sublease is
expressly subject to and conditional upon the conditions set
forth
in Paragraph 9.1 of the Prime Lease. Sublandlord agrees to
promptly
notify the Prime Landlord of this proposed Sublease in
accordance
with
Paragraph 9.1 of the Prime Lease. Sublandlord and Subtenant
shall cooperate in seeking to obtain the required consent of
the
Prime Landlord. The submission by Sublandlord to Subtenant of
this
Sublease shall have no binding force or effect, shall not
constitute an option for the leasing of the
5
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Subleased Premises, nor confer any rights or impose any
obligations
upon either party until the execution thereof by Sublandlord
and
Subtenant and the delivery of an executed original copy thereof
to
Sublandlord.
M. LIMITATION ON
LIABILITY. Notwithstanding any provision of this
Sublease to the contrary, Subtenant's recourse hereunder shall
be
solely to the assets of the Sublandlord, and no partner,
member,
shareholder, joint venture partner, retired and withdrawn
partner,
retired or withdrawn member, retired or withdrawn shareholder,
directly or indirectly, of the Sublandlord (the "EXCULPATED
PARTIES") shall be personally liable for the payment or
performance
of any of Sublandlord's obligations under this Sublease or to
satisfy a monetary judgment for Sublandlord's failure to make
any
such payment or perform any obligation hereunder. Subtenant
shall
not seek any monetary damages against any of the Exculpated
Parties
in
connection with this Sublease.
IN WITNESS WHEREOF, the parties have executed this Sublease as
an
instrument under seal as of the date first
written above.
WITNESS/ATTEST:
SUBLANDLORD:
PREDIX PHARMACEUTICALS HOLDINGS, INC.
Successor to Physiome Sciences, Inc.
/s/ MICHAEL G. KAUFFMAN
---------------------------------------
/s/ NIK HAYES
---------------
Nik Hayes
Secretary
Name: Michael
Kauffman
Title: Chief Executive Officer
SUBTENANT:
NOVO NORDISK PHARMACEUTICALS, INC.
/s/ ILLEGIBLE
_____________________________
---------------------------------------
Secretary
Name:
Title:
6
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FIRST AMENDMENT TO SUBLEASE
THIS FIRST AMENDMENT TO SUBLEASE ("FIRST AMENDMENT") is executed on
the
14th day of January, 2004, by and between
PREDIX PHARMACEUTICALS HOLDINGS, INC.,
a Delaware Corporation, Successor to
PHYSIOME SCIENCES, INC., having a principal
place of business at 10K Gill, Woburn, MA
01801 ("SUBLANDLORD"), and NOVO
NORDISK PHARMACEUTICALS, INC., a Delaware
Corporation, having a principal place
of business at 100 College Road West,
Princeton, NJ 08540 ("SUBTENANT").
RECITALS
WHEREAS, pursuant to that certain Sublease, dated December 12,
2003, by
and between Sublandlord and Subtenant
("SUBLEASE"), Subtenant subleased from
Sublandlord certain premises consisting of
the entire third floor located at 150
College Road West, Plainsboro Township
(Middlesex County), New Jersey 08540,
which premises contains 25,338 rentable
square feet of space ("SUBLEASED
PREMISES").
WHEREAS, Sublandlord and Subtenant are desirous of amending the
Sublease;
NOW THEREFORE, in consideration of Ten Dollars ($10.00), the
mutual
covenants made herein, and other
consideration, the receipt and sufficiency of
which are hereby acknowledged and agreed,
Sublandlord and Subtenant agree the
Sublease shall be amended to provide as
follows:
1.
Paragraph 3, DELIVERY of the Sublease, specifically the last
sentence
shall be qualified as follows.
The Prime Landlord is obligated not to unreasonably withhold
its
consent solely with respect to non-structural alterations.
2.
Notwithstanding anything to the contrary which may be set forth
in
Paragraph 7, PRIME LEASE, of the Sublease, both the Sublease and
all
the rights of the Subtenant thereunder are subject and subordinate
in
all respects to the Prime Lease and all of the terms, covenants
and
conditions contained therein.
3.
Paragraph 7, PRIME LEASE of the Sublease is hereby supplemented
to
confirm that, for purposes of incorporation of the provisions of
the
Prime Lease into the Sublease, the term "Mortgage Documents" shall
be
deemed to include both the Prime Lease and all of the mortgages,
deeds
of trust and security agreements to which the Prime Lease is
subject
and subordinate, and the term "Interest Holder" shall be deemed
to
include both the Prime Landlord and the mortgagees, trustees,
beneficiaries and secured parties under the Mortgage Documents.
4.
Subtenant acknowledges that the terms, covenants and conditions
of
Section 11.1 SUBORDINATION, Subparagraph (c) of the December 21,
2000
Lease between Landlord and Sublandlord specifically and expressly
shall
not apply to the Subtenant and the Prime
<PAGE>
Landlord has no obligation, in the Prime Lease or otherwise to
enter
into any non-disturbance agreement with Subtenant.
5. All
remaining terms, covenants, conditions and provisions of the
Sublease shall remain in full force and effect except as
hereinabove
modified.
WITNESS/ATTEST:
SUBLANDLORD:
PREDIX PHARMACEUTICALS HOLDINGS, INC.
Successor to Physiome Sciences, Inc.
By: /s/ NJG HAYES
_____________________________
------------------------------------
Secretary
Name: NJG Hayes
Title: SVP Finance
SUBTENANT:
NOVO NORDISK PHARMACEUTICALS, INC.
By: /s/ ILLEGIBLE
_____________________________
------------------------------------
Secretary
Name:
Title:
2
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SECOND AMENDMENT TO SUBLEASE
THIS SECOND AMENDMENT TO SUBLEASE ("SECOND AMENDMENT") is executed
on
the ____ day of June, 2004, by and between
PREDIX PHARMACEUTICALS HOLDINGS,
INC., a Delaware Corporation, Successor to
PHYSIOME SCIENCES, INC., having a
principal place of business at 10K Gill,
Woburn, MA 01801 ("SUBLANDLORD"), and
NOVO NORDISK PHARMACEUTICALS, INC., a
Delaware Corporation, having a principal
place of business at 100 College Road West,
Princeton, NJ 08540 ("SUBTENANT").
RECITALS
WHEREAS, pursuant to that certain Sublease, dated December 12,
2003, by
and between Sublandlord and Subtenant
("SUBLEASE"), Subtenant subleased from
Sublandlord certain premises consisting of
the entire third floor located at 150
College Road West, Plainsboro Township
(Middlesex County), New Jersey 08540,
which premises contains 25,338 rentable
square feet of space ("SUBLEASED
PREMISES");
WHEREAS, Sublandlord and Subtenant entered into a First Amendment
to
Sublease on January 14, 2004 ("FIRST
AMENDMENT");
WHEREAS, Sublandlord and Subtenant arc desirous of further amending
the
Sublease;
NOW THEREFORE, in consideration of Ten Dollars ($10.00), the
mutual
covenants made herein, and other
consideration, the receipt and sufficiency of
which are hereby acknowledged and agreed,
Sublandlord and Subtenant agree the
Sublease shall be amended to provide as
follows:
Paragraph 2, TERM, of the Sublease, shall be amended to provide
that
the Sublease Term shall continue through June 30, 2011.
All remaining terms, covenants, conditions and provisions of
the
Sublease and first Amendment shall remain
in full force and effect, except as
hereinabove modified.
SIGNATURES ON FOLLOWING PAGE
<PAGE>
WITNESS/ATTEST:
SUBLANDLORD:
PREDIX PHARMACEUTICALS
HOLDINGS, INC.
Successor to Physiome Sciences, Inc.
/s/ CHEN SCHOR
By: /s/ MICHAEL G. KAUFFMAN
_____________________________
________________________________________
Chen Schor, Secretary
Name: Michael
Kauffman, MD
Title: President and CEO
SUBTENANT:
NOVO NORDISK PHARMACEUTICALS, INC.
By: /s/ ILLEGIBLE
_____________________________
________________________________________
Secretary
Name:
Title: President
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<PAGE>
PREDIX PHARMACEUTICALS HOLDINGS, INC.
10K GILL STREET
WOBURN, MASSACHUSETTS 01801
as of
September 30, 2004
Novo Nordisk Pharmaceuticals, Inc.
100 College Road West
Princeton, New Jersey 08520
Re: Sublease dated as
of December 12, 2003, by and between Predix
Pharmaceuticals Holdings, Inc., as sublandlord, and Novo
Nordisk
Pharmaceuticals, Inc., as subtenant, as amended by a First
Amendment to Sublease dated January 14, 2004 and a Second
Amendment to Sublease dated August, 2004 (collectively, the
"SUBLEASE")
Gentlemen:
Reference is hereby made to the provisions of the Sublease,
pursuant to
which Predix Pharmaceuticals Holdings, Inc.
("SUBLANDLORD") leased to Novo
Nordisk Pharmaceuticals, Inc. ("SUBTENANT")
the entire third (3rd) floor (the
"PREMISES") of the building known as 150
College Road West, Plainsboro Township
(Middlesex County), New Jersey.
Subtenant has requested Sublandlord's consent to a further
subletting
of the entire Premises by Subtenant to ZS
Associates, Inc. ("UNDERTENANT")
pursuant to the provisions contained in a
certain secondary sublease dated
contemporaneously herewith (the "SECONDARY
SUBLEASE"), a copy of which is
attached to this letter as EXHIBIT A.
Subtenant has further requested
Sublandlord's consent to the making of
certain alterations in and to the
Premises by or on behalf of Undertenant in
order to prepare the Premises for
Undertenant's use and occupancy, which
alterations (the "INITIAL ALTERATIONS")
are more particularly described in the
plans and specifications listed on
EXHIBIT B hereto.
Sublandlord hereby consents to the further subletting of the
Premises
by Subtenant to Undertenant pursuant to the
provisions contained in the
Secondary Sublease and the performance of
the Initial Alterations, which
consent, however, is granted subject to
receipt by Sublandlord of a consent to
both the Secondary Sublease and the Initial
Alterations from New Valley
Corporation ("LANDLORD"), the current owner
of the building of which the
Premises form a part. In connection
therewith, the parties agree to the
following terms, covenants and
conditions:
1. Neither the granting of such consents, nor anything contained
in
this letter, shall be deemed or construed
to:
(a) modify, waive, impair, or affect any of the covenants,
agreements, terms, provisions, or conditions contained in the
Sublease
(including, without limitation, the provisions of Paragraph 6
thereof
regarding the permitted use of the Premises);
<PAGE>
(b) waive any breach of any such covenants, agreements, terms,
provisions, or conditions, or any rights or
remedies of Sublandlord against any
person, firm, association, or corporation
liable or responsible for the
performance thereof; or
(c) enlarge or increase Sublandlord's or Subtenant's
obligations, or decrease Sublandlord's or
Subtenant's rights, under the
Sublease,
and all of the covenants, agreements,
terms, provisions and conditions of the
Sublease shall be, and continue to be, in
full force and effect. Without
intention to limit the generality of the
foregoing in any respect, the
provisions of Paragraph 11 of the Sublease
shall continue to apply to any
assignment of the Sublease and/or any
further subletting thereunder, as well as
to any assignment of the Secondary
Sublease. For purposes hereof, any
modification or amendment of the Secondary
Sublease shall be deemed to
constitute a new subletting under the
Sublease, as to which Sublandlord's prior
written consent (not to be unreasonably
withheld, delayed, or conditioned) shall
be required.
2. Subtenant shall be and remain liable and responsible for the
due
keeping, performance and observance of all
of the covenants, agreements, terms,
provisions and conditions set forth in the
Sublease on the part of Subtenant to
be kept, performed and observed, including,
without limitation, the full payment
of the "Base Rent" and "Additional Rental"
(as such terms are defined in the
Sublease) now and/or hereafter becoming
payable under the Sublease (expressly
including as such, without limitation,
adjustments of rent, and any and all
charges for any property, material, labor,
utility, or other similar or
dissimilar services or materials rendered,
supplied, or furnished by Sublandlord
in, or in connection with, the Premises or
any part thereof, whether for, or at
the request pursuant to Paragraph 5 below
of, Undertenant), regardless of
whether the corresponding base rent or
additional rental (if any) paid or
payable by Undertenant to Subtenant under
the Secondary Sublease shall be
greater or less than that payable by
Subtenant to Sublandlord under the
Sublease. Without intention to limit the
generality of the foregoing in any
respect, any breach, default, or violation
of any of such covenants, agreements,
terms, provisions and/or conditions
committed or suffered by Undertenant shall
be deemed to have been also committed or
suffered by Subtenant, for which
breach, default, or violation Sublandlord
shall have all of the same rights and
remedies against Subtenant as Sublandlord
would have had if such breach,
default, or violation had been committed or
suffered by Subtenant directly.
3. Subtenant shall indemnify, defend and hold Sublandlord, its
partners, directors and/or officers and
their affiliates and/or subsidiaries
harmless from and against any claims,
liability, losses, or expenses (including,
without limitation, attorne
