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EXHIBIT 10.27
SUBLEASE
This
Sublease made and entered into as of this 1st day of April, 2005
(the
"Effective Date") by and between TRISTAR
ENTERPRISES, INC., a Tennessee
nonprofit corporation ("SUBLESSOR") and GTx
INC., a Delaware corporation
("SUBLESSEE").
RECITALS
WHEREAS,
the SUBLESSOR and The University of Tennessee (the "LESSOR")
have
entered into a Lease dated October 1, 2000,
as amended on March 30, 2005 (as
amended, the "Lease"). A copy of the Lease
is attached hereto as Exhibit A;
WHEREAS,
the SUBLESSOR desires to sublease a portion of the premises
leased to the SUBLESSEE pursuant to the
Lease.
NOW
THEREFORE, in consideration of the foregoing and other good and
valuable consideration set forth herein,
the parties agree as follows:
1.
DESCRIPTION: Subject to the terms of the Lease, the SUBLESSOR
hereby
subleases unto the SUBLESSEE, and SUBLESSEE
accepts from SUBLESSOR, the Premises
(as defined below) situated in the State of
Tennessee, County of Shelby, and
City of Memphis, located at 3 North Dunlap
Street. Premises is defined as the
Van Vleet Building, not including the "Old
Van Vleet Building", and rooms S208,
S208A, S309, S308, S323, S319, S318 in the
"Old Van Vleet Building", as shown in
the floor plans attached as Exhibit B.
2. RENT:
The SUBLESSEE shall pay annual rent equal to Lessor's actual
cost
of operation of the Van Vleet Building,
including 98% of actual cost of
utilities of the Van Vleet Building, as
shown on Exhibit C hereto. The initial
annual rent shall be estimated and divided
into twelve (12) equal monthly
installments. Such rent shall be payable on
the Effective Date and the first day
of each month thereafter during the term of
this Sublease without demand or
offset, except as stated herein. The rental
amount will be adjusted every
quarter, starting July 1, 2005, in
accordance with this Section 2 to reflect a
rent equal to LESSOR's actual cost of the
operation of the Van Vleet Building
and 98% of the building's utilities, in
accordance with Exhibit C. Within
fifteen (15) days after June 30, 2005 and
each quarter thereafter, SUBLESSOR
shall submit to SUBLESSEE a statement of
actual costs of operation for such
quarter. If the actual costs exceed the
rent paid for such period, then
SUBLESSEE shall remit such difference to
SUBLESSOR within fifteen (15) days
after receipt of the statement. If the rent
paid exceeds the actual costs, then
SUBLESSOR shall apply such difference as a
credit on the next rental payment.
Any remaining rental credits outstanding at
the termination of this Sublease
shall be forfeited to SUBLESSOR unless
LESSOR shall exercise its rights to
terminate the Lease and SUBLESSEE shall
lose any rights afforded it hereunder
prior to the expiration of the Term.
Additionally, after the receipt of the
statement, SUBLESSOR shall adjust the
rental amount to be paid each subsequent
month such that the monthly payment is
equal to one-twelfth (1/12) of the actual
cost of operation on an annualized basis
and Exhibit C shall be amended
accordingly. "Actual cost of operation"
shall mean all the costs and expenses
paid or incurred by or on behalf of LESSOR
in owning, maintaining, operating and
repairing the Premises and the
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building in which the Premises are located,
including but not limited to the
costs of capital improvements to the
building, depreciation charges, custodial
services, if any, utilities, elevator
maintenance, pest control services, steam
boiler inspection, hot water boiler
inspection, chiller maintenance, trash
disposal, lighting and other building
maintenance and repair costs.
3. TERM:
Subject to and upon the conditions set forth herein, the term
of
the Sublease shall commence on the
Effective Date and shall terminate December
31, 2007, unless SUBLESSEE renews the
Sublease in accordance with this Section
3. SUBLESSEE shall have the option to
extend this Sublease for up to three
additional years, in one-year increments.
SUBLESSEE shall notify SUBLESSOR in
writing ninety (90) days prior to the
expiration of the Sublease, if exercise of
the option is desired. Such writing shall
also describe to SUBLESSOR the plans
of SUBLESSEE to vacate the Premises and
move its operations to another location.
Upon execution of this Sublease, the
sublease between SUBLESSOR and SUBLESSEE
dated October 1, 2000, as amended, shall
terminate and be of no further force
and effect.
4. CREDIT
FOR TENANT IMPROVEMENTS: SUBLESSEE will be granted credit
against monthly installments of rent for
Tenant Improvements (hereinafter
defined) made to the Premises by SUBLESSEE,
upon compliance with this Section 4.
Tenant Improvements shall mean
reconfigurations of and other improvements to
office and laboratory spaces within the
Premises that are permanent in nature
and which will remain in the Premises upon
termination of the Sublease and
vacation of the Premises by SUBLESSEE.
SUBLESSEE
shall submit construction documents, plans and specifications,
including expense estimates, covering all
phases of the proposed Tenant
Improvements to SUBLESSOR for approval
prior to the commencement of any Tenant
Improvements in the Premises.
All credit
for Tenant Improvements will be dollar for dollar and will be
distributed over a 12-month period starting
with the submission of a statement
of completed work to SUBLESSOR; provided,
however, that credit shall not be
granted for those expenses which exceed the
estimate provided to SUBLESSOR
unless consented to by SUBLESSOR. Total
credit for Tenant Improvements is not
currently expected to exceed
$500,000.00.
5.
PARKING: SUBLESSOR will use reasonable efforts to make available
to
SUBLESSEE at least 70 parking spaces in the
"R" Lot directly north of the Van
Vleet Building and 40 spaces in the "G"
parking garage. Payment for parking
shall be made to UT Health Science Center
Campus Police.
6.
RELATIONSHIP TO LEASE. This Sublease and all of SUBLESSEE'S
rights
hereunder are expressly subject to and
subordinate to all of the terms and
provisions of the Lease, as modified or
amended from time to time. SUBLESSEE
hereby acknowledges that it has received a
copy of the Lease and has read all of
the terms and conditions thereof. SUBLESSOR
warrants and represents that the
Lease is in full force and effect.
SUBLESSEE acknowledges that any termination
of the Lease will result in a termination
of this Sublease. SUBLESSEE further
acknowledges that in the event that LESSOR
exercises the remedy of re-entry or
repossession of the Premises, without
terminating the Lease, this Sublease shall
terminate, provided that LESSOR agrees that
if the Sublease shall be terminated
by LESSOR at
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any time prior to SUBLESSEE receiving full
credit for its Tenant Improvements,
SUBLESSOR and/or LESSOR shall immediately
pay to SUBLESSEE the amount of such
difference. Also, LESSOR and SUBLESSEE
agree to use their respective best
efforts to give SUBLESSEE at least a full
years advance notice of LESSOR'S
intent to exercise its rights to terminate
the Lease at any time prior to the
expiration of the Term hereunder.
7. ENTRY
BY SUBLESSOR. SUBLESSEE agrees that SUBLESSOR'S and LESSOR'S
representatives shall have the right to
enter all parts of the Premises at all
reasonable hours to inspect, test, clean,
make repairs, alterations and
additions to the Premises that SUBLESSOR or
LESSOR, as applicable, may deem
necessary or desirable or to provide any
service which it or LESSOR, as
applicable, is obligated to furnish to the
Premises.
8.
COMPLIANCE WITH LEASE. Except as set forth herein, SUBLESSEE
hereby
assumes all obligations of SUBLESSOR, as
tenant or lessee under the Lease, with
respect to the Premises and agrees to be
bound by the terms of the Lease as
fully and to the same extent as if
SUBLESSEE were tenant or lessee of the
Premises under the Lease. SUBLESSOR
covenants that it will pay all Rent (as such
term is defined in the Lease) due under the
Lease to the LESSOR, provided that
LESSOR and SUBLESSOR agree that payment of
the rent hereunder to SUBLESSOR shall
be deemed to be payment of the Rent to
LESSOR and the credits to be applied
against the rent to be paid by SUBLESSEE on
account of Tenant Improvements shall
be deemed to be credits of Rent under the
Lease.
9.
PERFORMANCE OF LESSOR'S OBLIGATIONS UNDER LEASE. SUBLESSEE
hereby
acknowledges that it shall look solely to
LESSOR for the performance of all the
LESSOR'S obligations under the Lease with
respect to the Premises. SUBLESSOR
agrees that it shall, when necessary and
when requested by SUBLESSEE, endeavor
to cause LESSOR to perform its obligations
under the Lease, but shall not be
liable to SUBLESSEE for LESSOR'S failure to
do so. SUBLESSEE agrees to notify
SUBLESSOR in writing of the need for
repairs to the Premises that are the
LESSOR'S responsibility pursuant to
Paragraph 6 of the Lease.
10. QUIET
ENJOYMENT AND COVENANT OF TITLE. Subject to Section 12 below,
SUBLESSOR covenants that it has full right,
power and authority to execute this
Sublease and to grant the estate demised
herein, and that SUBLESSEE, upon
payment of the rent herein reserved and
performance of the terms, conditions and
covenants herein contained with respect to
SUBLESSEE, shall peacefully and
quietly have, hold, and enjoy the Premises
during the full term, and any
extension hereof, from the adverse claims
by all persons, parties, or entities
claiming through or as a result of
SUBLESSOR.
11.
INSURANCE: SUBLESSEE will maintain commercial general liability
insurance against claims for bodily injury
and death, personal injury, and/or
property damage that occur in or about the
Premises which names SUBLESSOR as an
additional insured. Such insurance will
provide at least $1,000,000.00 coverage
with respect to any one occurrence and will
include fire legal liability
endorsement. SUBLESSEE will provide proof
of such insurance to SUBLESSOR within
30 days after the Effective Date. Such
insurance shall be maintained with
insurance companies licensed to do business
in Tennessee and reasonably
acceptable to SUBLESSOR. SUBLESSEE will
submit to SUBLESSOR on the policy
renewal date each year a Certificate of
Insurance to confirm the required
coverage. Such Certificate shall include a
statement that
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SUBLESSOR will be given a 30-day written
notice of cancellation or reduction in
coverage. Such insurance shall also comply
with Paragraph 11 of the Lease.
SUBLESSEE will maintain throughout the term
of this Sublease statutory worker's
compensation insurance including employer's
liability for all employees as
required by applicable state and federal
regulations.
12.
DELIVERY AND RETURN OF PREMISES.
(a) SUBLESSOR will deliver the Premises to SUBLESSEE in an "as
is"
condition. SUBLESSEE shall have the right
to make alterations to the Premises,
subject to Section 4 of this Sublease, all
at SUBLESSEE's sole cost and expense.
(b) At the termination of SUBLESSEE's right to possession
hereunder,
SUBLESSEE shall surrender possession of the
Premises to SUBLESSOR and deliver
all keys and security access instruments to
the Premises to SUBLESSOR, and shall
subject to the provisions of Sections 12(c)
and (d) hereunder return to
SUBLESSOR the Premises and all equipment
and fixtures of SUBLESSOR broom clean,
with all rubbish removed, in at least as
good condition and state of repair as
when SUBLESSEE originally took possession,
ordinary wear and tear excepted and
loss or damage by fire, or other insured
casualty excepted, failing which
SUBLESSOR may restore the Premises,
equipment and fixtures to such condition and
state of repair and SUBLESSEE shall, upon
demand, pay to SUBLESSOR the cost
thereof.
(c) All installations, additions, fixed partitions, hardware,
light
fixtures, supplementary heating or air
conditioning units, non-trade fixtures
and improvements temporary or permanent,
except movable furniture and equipment
belonging to SUBLESSEE, in or upon the
Premises, whether placed there by
SUBLESSEE or SUBLESSOR, shall be
SUBLESSOR's property and shall remain upon the
Premises upon expiration of SUBLESSEE's
possession hereunder, all without
compensation, allowance or credit to
SUBLESSEE, except as provided in Sections 4
and 6 hereof. However, if required by
SUBLESSOR in writing prior to SUBLESSEE
making such improvements, SUBLESSEE, at
SUBLESSEE's sole cost and expense, shall
promptly remove the installations,
additions, partitions, hardware, light
fixtures, supplementary heating or air
conditioning units, non-trade fixtures
and improvements placed in or upon the
Premises by SUBLESSEE, and repair any
damage to the Premises caused by such
removal, failing which SUBLESSOR may
remove the same and SUBLESSEE shall, upon
demand, pay to SUBLESSOR the cost of
such removal and of any necessary
restoration of the Premises. All fixtures,
installations and personal property
belonging to SUBLESSEE not removed from the
Premises upon termination of this Sublease
and not required by SUBLESSOR to have
been removed as provided herein shall be
conclusively presumed to have been
abandoned by SUBLESSEE and title thereto
shall pass to SUBLESSOR under this
Sublease as by a bill of sale.
(d) SUBLESSEE shall remove SUBLESSEE's furniture, machinery,
equipment, safes, trade fixtures and other
items of movable personal property of
every kind and description from the
Premises and restore any damage to the
Premises caused thereby, such removal and
restoration to be performed prior to
the expiration of the term of this
Sublease, failing which SUBLESSOR may do so
and SUBLESSEE shall, upon demand, pay to
SUBLESSOR the cost thereof.
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13.
INDEMNITY. SUBLESSEE agrees to indemnify, defend, and hold
harmless
SUBLESSOR from and against any and all
liabilities, losses, damages, expenses,
demands, suits, judgments or claims,
including attorneys fees and other expenses
in connection therewith, incurred by
SUBLESSOR and in any way related to
SUBLESSEE, this Sublease or the Premises.
This indemnity provision shall survive
the expiration or earlier termination of
this Sublease.
14.
DEFAULT; REMEDIES. Any action or omission by the SUBLESSEE that
results in a default under the Lease shall
be a default under this Sublease. In
the event of SUBLESSEE's failure to pay
rent according to the terms of this
Sublease, or any other default under this
Sublease, the SUBLESSOR is entitled to
exercise each and every remedy against
SUBLESSEE to which it is entitled by law
or in equity, including, without
limitation, any right or remedy against
SUBLESSEE to which the LESSOR is entitled
under the Lease.
15.
COLLECTION COSTS; ATTORNEY'S FEES. In the event of any default
by
SUBLESSEE and should it become necessary
for SUBLESSOR to bring an action
against SUBLESSEE to enforce this Sublease
or to sue for its default, SUBLESSOR
shall be entitled to recover all costs of
enforcement of suit, including, but
not limited to, court costs and reasonable
attorney's fees.
16.
BROKERAGE COMMISSIONS. SUBLESSEE warrants that it has had no
dealings
with any broker or agent in connection with
the negotiation and execution of
this Sublease, and SUBLESSEE agrees to
indemnify SUBLESSOR and LESSOR and hold
SUBLESSOR and LESSOR harmless from and
against any and all costs, expenses, or
liability for commissions or other
compensation or charges claimed by or awarded
to any broker or agent with respect to this
Sublease.
17.
HOLDING OVER. In the event of holding over by SUBLESSEE after
the
expiration or other termination of this
Sublease, SUBLESSEE shall be a tenant at
sufferance. No holding over by SUBLESSEE
after the expiration of the term of
this Sublease shall be construed so as to
extend or renew the term of this
Sublease.
18.
TERMINATION. SUBLESSEE shall have the right to terminate this
Sublease
in the event of a casualty to the Premises
effective as of the date of such
casualty.
19.
BINDING AGREEMENT. This Sublease shall be binding upon and shall
inure
to the benefit of the SUBLESSOR and
SUBLESSEE, and their respective permitted
assigns.
20.
ASSIGNMENT. Neither this Sublease nor the rights or obligations of
the
SUBLESSEE may be assigned, subleased or
transferred (by operation of law or
otherwise) by SUBLESSEE without the express
written consent of SUBLESSOR and
LESSOR, provided that SUBLESSEE shall have
the right to assign this Sublease to
any person or entity which acquires through
purchase or otherwise a controlling
interest in SUBLESSEE or any entity into
which SUBLESSEE shall be merged or
consolidated. The parties hereto
acknowledge that this Sublease will be assigned
by SUBLESSOR to LESSOR immediately
following its execution by the parties
hereto.
21.
INVALIDITY. If any provision of this Sublease shall be held to
be
invalid, whether generally or as to
specific facts or circumstances, the same
shall not affect in any respect
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whatsoever the validity of the remainder of
this Sublease, which shall continue
in full force and effect. Any provision
held invalid as to any particular facts
and circumstances shall remain in full
force and effect as to all other facts
and circumstances, and any invalid
provision, if invalid because it transcends
applicable limits of law shall be deemed
ipso facto to be reduced to such
permitted level or limit.
22.
GOVERNING LAW. This Sublease and the rights of the parties
hereunder
shall be interpreted in accordance with the
laws of the State of Tennessee, as
the same shall exist from time to time.
23. ENTIRE
AGREEMENT; AMENDMENTS. This Sublease embodies the entire
agreement of the parties hereto with
respect to the subject matter discussed
herein. This Sublease may be modified or
amended only by the mutual written
agreement of the parties hereto.
24.
COUNTERPART SIGNATURE. This Sublease may be executed in one or
more
counterparts and each of which shall
constitute one and the same instrument.
25. TIME
IS OF THE ESSENCE. Time is of the essence of this Sublease.
