Sublease, dated March 9, 2018, by and between OncoSec Medical Incorporated and Vividion Therapeutics, Inc
GA SUBLEASE
SUBLEASE
| 1. | PARTIES. |
This Sublease, dated as of March 9, 2018 (this “Sublease”) is made between Vividion Therapeutics, Inc., a Delaware corporation (“Sublessor”), and ONCOSEC MEDICAL INCORPORATED, a Nevada corporation (“Sublessee”).
| 2. | MASTER LEASE. |
Sublessor is the lessee under that certain Lease Agreement dated February 22, 2017 (the “Master Lease”) attached as Exhibit ‘C’, wherein ARE-3535/3565 GENERAL ATOMICS COURT, LLC (“Lessor”) leased to Sublessor certain premises containing approximately 12,442 rentable square feet (the “Premises”), depicted on Exhibit ‘A-1’ hereto, in a building located in the City of San Diego, San Diego County, State of California, described as: 3565 General Atomics Court, San Diego, California, 92121 (the “Building”). All capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto pursuant to the Master Lease.
| 3. | PREMISES. |
| (A) | Sublessor hereby subleases the entire Premises to Sublessee, commencing upon the Commencement Date (as defined below), on the terms and conditions set forth in this Sublease. Sublessee’s rights hereunder shall include shared use of the Common Areas (as defined in, and subject to the terms of, the Master Lease). Subject to the terms of Article 41 of the Master Lease and the consent of Lessor, Sublessee’s employees will have the right to use and access the Amenities located in The Alexandria. | |
| (B) | Sublessor shall have the right, following the Commencement Date, to temporarily occupy a portion of the Premises for its exclusive use as shown in Exhibit ‘A-2’ (“Temporary Premises”), and shall have the right to shared use of the remainder of the Premises from the Commencement Date until completion of certain Sublessor’s improvements (the “Phase 2 Work”) in its relocation space at the NR Premises (as defined below), which Sublessor shall exercise good faith efforts to complete not later than one hundred eighty (180) days following the Commencement Date (“Temporary Occupancy Period”). Sublessee and Sublessor shall use commercially reasonable efforts to respect each other’s privacy and work cooperatively during the Temporary Occupancy Period. Prior to the end of the Temporary Occupancy Period, Sublessor will remove its hazardous materials from the Temporary Premises and shall provide a report from an environmental health & safety company confirming that the Temporary Premises are free of any residual Hazardous Materials resulting from Sublessor’s use and occupancy of the Temporary Premises. |
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| (C) | Sublessee has executed a separate confidentiality and non-disclosure agreement contemporaneously with the Commencement Date. |
| 4. | BUILDING CONDITION; ALTERATIONS. |
Sublessor hereby assures Sublessee that all mechanical, electrical, HVAC and plumbing systems will be in good working order and condition as of the Commencement Date, failing which Sublessor shall be responsible for rectifying the same at Sublessor’s cost. Sublessee will have use of all existing infrastructure, including HVAC, water, gas, power, emergency generators and other equipment unique to the Building which has been designed to support the Premises to the extent provided by the Master Lease and subject to the terms and conditions thereof.
Sublessee, at Sublessee’s sole expense subject to the prior consent of Sublessor and Lessor, shall have the right to perform alterations in accordance to the terms of Section 12 of the Master Lease, excluding with respect to the Temporary Premises until expiration of the Temporary Occupancy Period. No such Alterations shall be permitted to interfere with Sublessor’s occupancy of the Temporary Space during the Temporary Occupancy Period. So long as Sublessor approves the Alterations, Sublessor shall use reasonable efforts to assist Sublessee in obtaining Lessor’s approval for the Tenant Improvements, at no cost to Sublessor, but Sublessor will have no liability and this Sublease will not be affected in the event Lessor refuses to consent to any or all of Sublessee’s proposed Alterations. At the expiration of the Term, Sublessee may (to the extent permitted by the Master Lease) and shall (if required by Lessor or Sublessor) remove from the Premises all Removeable Alterations and Tenant’s Property and shall repair any damage and perform any restoration work caused by such removal and shall otherwise comply with the Master Lease requirements for restoration of the Premises.
| 5. | TERM. |
| (A) | This Sublease is a component transaction of a larger transaction between the parties that includes an assignment by Sublessee to Sublessor of a lease of space in a different building at 5820 Nancy Ridge Drive in San Diego, California (the “NR Premises”), pursuant to that certain Assignment of Lease of even date herewith (the “NR Lease Assignment”) and the sublease by Sublessor of the NR Premises back to Sublessee pursuant to the terms of a sublease (the “NR Sublease”) entered into between Sublessor and Sublessee contemporaneously herewith. The Expiration Date of the NR Sublease and contemporaneous Commencement Date pursuant to this Sublease shall be the date of the “Space Swap.” |
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| (B) | This Sublease is being herewith executed by each of Sublessor and Sublessee and delivered into escrow pursuant to an escrow arrangement established pursuant to and described in paragraph 7 of the NR Lease Assignment (the “Escrow”). The term of this Sublease (the “Term”) shall commence, if at all, upon the release of the same, together with the other transaction documents held in Escrow, from said Escrow pursuant to the terms and conditions thereof (the “Commencement Date”) and shall expire on September 29, 2020 (“Expiration Date”), which is the day prior to the expiration date of the Master Lease. |
| 6. | RENT AND ADDITIONAL RENT. |
| (A) | Sublessee shall pay to Sublessor, without deduction, setoff, notice or demand, at Sublessor’s address for payments as set forth below, the sum of $49,768.00 per month (based upon $4.00 per rentable square foot of the Premises) (“Base Rent”) on the first day of each month of the Term. Sublessee shall pay to Sublessor concurrently with the occurrence of the Commencement Date the sum of $80,214.00 as prepayment of the first month of Base Rent and estimated Operating Expenses, Amenities Fees and property management fees due hereunder, which shall be applied to sums due by Sublessee to Sublessor hereunder for the period from the Commencement Date until the last day of the month during which the Commencement Date occurs. Sublessee shall pay any balance owing with respect to first full month following the Commencement Date, remaining owing after the application of the Rent prepayment referred to above, on the first day of such month. Any overpayment of Rent shall be credited to sums hereinafter due from Sublessee to Sublessor. Base Rent shall escalate as provided in the Master Lease. | |
| (B) | Commencing as of the Commencement Date and continuing thereafter throughout the Term of this Sublease, Sublessee shall pay as “Operating Expenses” its Pro Rata Share of all Operating Expenses (which includes utilities used within the Premises), Amenities Fees and Taxes, as defined in Master Lease. Sublessee’s Pro Rata Share is hereby agreed to be 32.83% subject to adjustment in the event of a remeasurement of the Building or Premises pursuant to the Master Lease (“Pro Rata Share”). Sublessee shall pay Operating Expenses based on estimates provided by Sublessor (which shall be based upon the estimates provided by Lessor under the Master Lease), at the same time and in the same manner as the payment of Base Rent. Upon Sublessor’s receipt of an Annual Statement (as defined in the Master Lease), Sublessee will be credited with its Pro Rata Share of any overpayment shown in such Annual Statement, or will pay, within fifteen (15) days after demand, its Pro Rata Share of any underpayment as shown in such Annual Statement. Incorporated into Operating Expenses is a property management fee imposed by Lessor under the Master Lease in an amount equal to three percent (3%) of the Base Rent. All sums payable by Sublessee hereunder, including, without limitation Operating Expenses (which includes the property management fee), may be referred to as “Additional Rent” and all Additional Rent, together with Base Rent may be referred to herein as “Rent.” |
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| (C) | Utilities and Janitorial. Sublessee will be responsible for all janitorial services and utility costs for the Premises commencing on the Commencement Date. Because there is not a separate electric meter in place for Premises, Sublessor may pass through a charge for Sublessee’s utilities based on Sublessee Pro Rata Share of the utility bills for the Building which is already included in the estimated Operating Expenses. | |
| (D) | Abated Rent. Sublessee will not be entitled to the benefit of any rent abatement or reduction provided to Sublessor under the Master Lease. However, Sublessee shall receive abatement of its obligation to pay fifty percent (50%) of the monthly Base Rent, Operating Expenses and property management fees due hereunder during the second (2nd) through sixth (6th) full months of the Term of this Sublease (for instance, if Commencement Date is April 1, 2018 then 50% of Base Rent and Operating Expenses shall be abated for the months of May-September 2018). Sublessee shall be responsible for of all other Rent payable hereunder and for janitorial costs for the Sublease Premises during such Rent abatement period. In the event Sublessee defaults under this Sublease after the expiration of any applicable notice and cure period, Sublessor will be entitled to reimbursement of all Rent abated pursuant to this paragraph. |
| 7. | USE. |
The Sublease Premises may be used for research and development laboratory, related office and other related uses permitted by Applicable Laws, including zoning ordinances, but not in any event in contravention of the limitations and qualifications set forth in the Master Lease. Sublessee covenants that it will occupy the Premises in accordance with the terms of the Master Lease as incorporated herein, and all requirements of applicable law, code or ordinance, and will not suffer to be done or omit to do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease or any law, code or ordinance, or render Sublessor liable for any damage, charge or expense thereunder. Sublessee shall not commit or allow to be committed any waste upon the Premises, or any public or private nuisance or act which is unlawful.
| 8. | SURRENDER UPON EXPIRATION DATE. |
Sublessee shall surrender the Premises to Sublandlord at the expiration or earlier termination of the term of this Sublease and shall be responsible for all costs related to surrendering the Premises on the terms of the Master Lease, as if the term of the Master Lease had expired and the Premises was being surrendered to the Lessor pursuant thereto, including without limitation as respects the Surrender Plan set forth therein.
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| 9. | LANDLORD SOLELY RESPONSIBLE. |
Sublessee agrees that Sublessor shall not be required to perform any of the covenants, agreements and/or obligations of Lessor under the Master Lease and, insofar as any of the covenants, agreements and obligations of Sublessor hereunder are required to be performed under the Master Lease by Lessor thereunder, Sublessee acknowledges and agrees that Sublessee will look solely to Lessor for such performance. Sublessor shall not be responsible for any failure or interruption, for any reason whatsoever, of the services, utilities or facilities that may be appurtenant or supplied to the Premises by Lessor or otherwise and no such failure will in any way excuse Sublessee’s performance under this Sublease or entitle Sublessee to any abatement of rent or other charge. Sublessee shall pay to Sublessor as Rent hereunder any and all sums which Sublessor may be required to pay Lessor arising out of a request by Sublessee for additional building services or for any charges Sublessor incurs for repairs or maintenance of the Premises required due to Sublessee’s use or misuse of the Premises and which are not required to be performed by the Lessor under the Master Lease, and which Lessor bills to Sublessor.
| 10. | ACCESS. |
Subject to the Master Lease, casualty and Force Majeure events, Sublessee shall have 24/7 access to and use of the Premises.
| 11. | GENERATOR. |
Sublessee shall, subject to and in accordance with the Master Lease, have access to any backup generator serving the Building and will pay all costs associated with such generator, including without limitation all repair and maintenance costs, which amounts will be payable as Additional Rent (and are included in the estimated Operating Expenses since Lessor performs such work). Neither Sublessor nor Lessor will have any liability on account of any failure of the generator to function, regardless of the cause of such failure, and Sublessee hereby waives any and all Claims resulting from any failure to function or malfunction of the generator.
| 12. | TRANSFERS. |
Sublessee shall not assign, mortgage, encumber or otherwise transfer this Sublease or sublet the whole or any part of the Premises without the prior written consent of Lessor and Sublessor. Sublessor shall not unreasonably withhold consent to a proposed sublease by Sublessee of the entirety of the Premises. No assignment, subletting or other transfer shall relieve Sublessee of any liability under this Sublease. Consent to any such assignment, subletting or transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting or transfer. In connection with each request for an assignment or subletting, Sublessee shall pay the reasonable cost of processing such assignment or subletting, including attorneys’ fees, and any fees or costs payable under the Master Lease, to each of Lessor and Sublessor within fifteen (15) days after demand by Sublessor.
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| 13. | PARKING. |
Sublessee shall be provided parking per the Master Lease, which includes approximately 2.5 parking spaces per 1,000 square feet of rentable area of the Premises, subject to the terms of Article 10 of the Master Lease. Such parking will be provided free of charge throughout the Term.
| 14. | SIGNAGE. |
Sublessor shall remove, at its expense, Sublessor’s suite entry and directly tablet signage, promptly following the Commencement Date. Subject to the approval and consent of the Lessor, Sublessee may request that Lessor install Sublessee’s suite entry and directory tablet signage and may install its signage on Monument Sign at Sublessee’s sole expense, and in accordance with Section 38 of the Master Lease. Sublessee will be responsible for obtaining all required consents and approvals for such sign. All such signage shall be removed on or prior to the Expiration Date and the costs associated with such removal shall be borne solely by Sublessee.
| 15. | FURNITURE, FIXTURES AND EQUIPMENT. |
Sublessor shall leave the existing furniture, fixtures and equipment in Premises as listed in Exhibit ‘B’ (“FF&E”). Sublessee shall have free use of the FF&E for the Term of the Sublease, provided that from and after the Commencement Date, through and including the Expiration Date, Sublessee shall take good care of all of the foregoing property and their condition, as of the Expiration Date of this Sublease, shall be subject to only reasonable wear and tear. Ownership of the FF&E shall transfer to Sublessee upon Expiration Date so long as Sublessee has fully performed all of its obligations under this Sublease
| 16. | WARRANTIES. |
Sublessor warrants and represents to Sublessee that, to Sublessor’s current actual knowledge, the Master Lease is in full force and effect and Sublessor is not in default or breach of any of the provisions of the Master Lease, and that Sublessor has no knowledge of any claim by Lessor that Sublessor is in default or breach of any of the provisions of the Master Lease.
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| 17. | OTHER PROVISIONS OF SUBLEASE. |
All applicable terms and conditions of the Master Lease are, except as contradicted by the terms and conditions of this Sublease, incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder (provided that under no circumstance shall Sublessor be responsible or liable in any way for the failure of the Lessor to perform any acts required under the Master Lease or to supply any item, including, but not limited to, any utility or service to the subleased Premises and no such failure will in any way excuse Sublessee’s performance under this Sublease or entitle Sublessee to any abatement of rent or other charge, except as may be expressly permitted by the terms of the Master Lease), Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: Section 2, the second paragraph of Section 3(a), Sections 35, 39 and 40 and Exhibits C, F and H of the Master Lease. Sublessee assumes and agrees to perform the lessee’s obligations under the Master Lease during the Term, 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. Sublessor shall use commercially reasonable efforts, at Sublessee sole cost, to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. Sublessor shall not enter into a voluntary termination of the Master Lease as to the Sublease Premises without Sublessee’s prior consent, not to be unreasonably withheld. Notwithstanding the foregoing, Sublessor may assign or transfer the Master Lease without the consent of Sublessee and from and after the effective date of such transfer or assignment, Sublessee will look solely to such transferee or assignee for the performance of the obligation of Sublessor hereunder and Sublessor shall be released on all further obligations under this Sublease. 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 the Master Lease terminates for any reason (other than a default by Sublessor under the Master Lease), this Sublease will terminate on the same date as the Master Lease, and Sublessor will have no liability to Sublessee on account of such termination. In all provisions of the Master Lease requiring tenant to submit, exhibit to, supply or provide Lessor with evidence, certificates, or any other matter or thing, Sublessee shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Lessor and Sublessor.
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| 18. | SECURITY DEPOSIT |
Upon the Commencement Date, Sublessee shall deposit with Sublessor the sum of $49,768.00 as a security deposit (the “Security Deposit”) for the performance by Sublessee of its obligations under this Sublease. If Sublessee is in default, Sublessor may use the Security Deposit, or any portion of it, to cure the default or to compensate Sublessor for all damage sustained by Sublessor resulting from Sublessee’s default. Sublessee shall immediately on demand pay to Sublessor a sum equal to the portion of the Security Deposit expended or applied by Sublessor as provided in this Section so as to maintain the Security Deposit in the sum initially deposited with Sublessor. If Sublessee is not in default at the expiration or termination of this Sublease, or such later date upon fulfillment of all of Sublessee’s obligations can reasonably be confirmed, Sublessor shall return the Security Deposit to Sublessee. Sublessor’s obligations with respect to the Security Deposit are those of a debtor and not a trustee. Sublessor may maintain the Security Deposit separate and apart from Sublessor’s general and other funds or may commingle the Security Deposit with Sublessor’s general and other funds. Sublessor shall not be required to pay Sublessee any interest on the Security Deposit. Sublessee hereby waives the provisions of Section 1950.7 of the California Civil Code and all other provisions of law, now or hereafter in force, which provide that Sublessor may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Sublessee or to clean the Premises.
| 19. | INDEMIFICATION |
In addition to any indemnity obligations set forth in the Master Lease and incorporated by reference herein and not in limitation thereof, Sublessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and Sublessor and their agents, partners and lenders, from and against any and all Claims (as defined in the Master Lease) arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Sublessee or Sublessee’s failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease; provided that nothing in the foregoing will require Sublessee to indemnify Sublessor for any Claims to the extent arising out of the negligence or willful misconduct of Sublessor, its agents or employees. If any action or proceeding is brought against Lessor or Sublessor by reason of any of the foregoing matters, Sublessee shall upon notice defend the same at Sublessee’s expense by counsel reasonably satisfactory to Lessor and Sublessor, and Sublessor shall cooperate with Sublessee in such defense. Sublessor will indemnify Sublessee for Sublessor’s breach of Sublessor’s obligations under the Master Lease to the extent such breach was not caused or contributed to by Sublessee, its agents or employees. Nothing in this Section shall be deemed to affect Sublessor’s right to indemnification for liability or liabilities arising prior to termination of this Sublease for personal injury or property damage under any other indemnification or other provision of this Sublease.
| 20. | INSURANCE. |
Sublessee will be required to obtain all of the types and levels of insurance required pursuant to Article 17 of the Master Lease; provided that Sublessee’s general liability insurance will name Sublessor as an additional insured in addition to naming the Landlord Parties (as defined in the Master Lease). Sublessee shall provide Sublessor with proof of such insurance coverage before the execution of this Sublease and prior to occupancy of the Premises, and the waiver of subrogation contained in Article 17 of the Master Lease shall apply in favor of both Sublessor and Lessor.
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| 21. | ATTORNEYS’ FEES. |
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.
| 22. | AGENCY DISCLOSURE. |
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 (“Broker”) and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Sublease. Each Party agrees to indemnify and defend the other Party against and hold the other Party harmless for, from and against any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including without limitation reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party’s dealings with any real estate broker or agent other than the Broker. The foregoing indemnity shall survive this Sublease. Sublessor will pay a commission to the Broker on account of this Sublease pursuant to a separate agreement.
| 23. | WAIVER & NOTICES. |
No provision of or remedy under this Sublease may be waived or modified by either party unless expressly waived or modified in a writing signed by an officer of both parties. 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 and delivered in accordance with Section 42(a) of the Master Lease. All notices and demands by the Sublessor to Sublessee shall be sent to the Sublessee at the Premises, Attention: Chief Financial Officer 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 set forth for notices in the Master Lease, and to such other person or place as the Sublessor may from time to time designate in a notice to the Sublessee. Copies of all notices and demands by the Lessor to either party alleging any default under the terms of the Master Lease or this Sublease shall be promptly provided to the other party. In all provisions of the Master Lease requiring that the tenant thereunder deliver notice to Lessor, Sublessee shall be required to deliver notice concurrently to Sublessor and Lessor.
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| 24. | CONSENT. |
Whenever the consent of Sublessor is required pursuant to the terms of this Sublease unless this Sublease expressly provides that such consent shall not be unreasonably withheld, conditioned or delayed, then consent may be withheld in Sublessor’s sole discretion. Whenever Lessor’s consent to such request is also required pursuant to this Sublease or the Master Lease, (i) it shall be reasonable for Sublessor to withhold its consent if Lessor withholds its consent, (ii) it shall be reasonable for Sublessor to delay its consent or withholding of such consent until such time as Lessor has given or denied its consent, (iii) it shall be reasonable for Sublessor to condition its consent upon any conditions imposed by Lessor upon Lessor’s consent, and (iv) Sublessor shall not be liable for or subject to a suit for specific performance based on Sublessor’s withholding, conditioning or delaying of consent caused by Lessor withholding, conditioning or delaying its consent to the same request.
| 25. | LESSOR’S CONSENT. |
This Sublease is subject to and contingent upon Lessor’s execution of a Consent to Sublease in a form acceptable to Sublessor in Sublessor’s sole discretion within ten (10) days of the date hereof. In the event Lessor does not so execute such Consent to Sublease within such time, either party may terminate this Sublease upon written notice to the other party, which termination will be effective upon receipt. If this Sublease is terminated pursuant to this Section 25, Sublessor shall return to Sublessee any payment of Security Deposit and first month’s rent previously paid by Sublessee to Sublessor within ten (10) days after the termination date, and neither party shall have any liability to the other on account of this Sublease or any other actions between the parties prior to the termination date. For clarity, in the event of a termination, Sublessee will not be entitled to any reimbursement for costs or expenses incurred by Sublessee and Sublessee agrees that Sublessor shall have no liability or responsibility in connection therewith.
| 26. | COmpliance with laws. |
Sublessee shall promptly comply with all Legal Requirements regulating Sublessee’s particular use, occupancy or improvement of the Premises. Sublessee shall be fully responsible for the cost of complying with all of the foregoing.
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| 27. | HAZARDOUS MATERIALS. |
Sublessee shall not use or allow the use of any substance which constitutes a Hazardous Material under the Master Lease, except in strict accordance with the terms and conditions of the Master Lease and subject to all required consents and approvals of Lessor. Sublessee acknowledges the provisions of the Master Lease disclosing certain Pre-Existing Hazardous Materials and the Contemplated Covenant (both as defined in the Master Lease), and agrees that Lessor shall be solely responsible for such items and Sublessee shall not look to Sublessor in connection with such items. Sublessee hereby waives and releases Sublessor from any and all Claims relating to the Pre-Existing Hazardous Materials and the Contemplated Covenant. If Sublessee knows, or has reasonable cause to believe, that a Hazardous Material has come to be located in, on, under or about the Premises in violation of applicable laws or the Master Lease, Sublessee shall immediately give written notice of such fact to Sublessor, and provide Sublessor with a copy of any report, notice, claim or other documentation which Sublessee has concerning the presence of such Hazardous Material. Upon the expiration of the Term of this Sublease, Sublessee will prepare a Surrender Plan (which will be subject to the approval of Lessor and Sublessor) and return the Premises to Sublessor free of any residual Hazardous Materials resulting from Sublessee’s use and occupancy of the Premises. Nothing in this Section 27 is intended to or will be construed to impose any liability on Sublessee for any violation of the terms of the Master Lease applicable to Hazardous Material which violation is caused solely by Sublessor, its agents or employees.
| 28. | default. |
The occurrence of any of the following events (each, an “Event of Default”) shall constitute a material default and breach of this Sublease by Sublessee: (a) a default under the Master Lease due to Sublessee’s acts or omissions; (b) the breach of any of the provisions of Article 20 of the Master Lease. Upon any Event of Default under this Sublease, Sublessor shall have all of the remedies available to Lessor pursuant to the Master Lease, including without limitation the remedies enumerated in Article 21 of the Master Lease. All rights and remedies of Sublessor herein enumerated or incorporated by reference above shall be cumulative, and none shall exclude any other right or remedy allowed by law or in equity, and all of the following may be exercised with or without legal process as then may be provided or permitted by the laws of the State in which the Premises are situated.
| 29. | HOLDOVER. |
Notwithstanding any provision to the contrary contained in the Master Lease or this Sublease, (i) Sublessor expressly reserves the right to require Sublessee to surrender possession of the Premises upon the expiration of the Term or upon the earlier termination hereof and the right to assert any remedy at law or in equity to evict Sublessee and/or collect damages in connection with any such holding over, and (ii) Sublessee shall indemnify, defend and hold Sublessor harmless from and against any and all claims, demands, actions, losses, damages, obligations, costs and expenses, including, without limitation, attorneys’ fees incurred or suffered by Sublessor by reason of Sublessee’s failure to surrender the Premises on the expiration or earlier termination of this Sublease in accordance with the provisions of this Sublease, including the payment of all holdover rent and penalties chargeable pursuant to the Master Lease.
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| 30. | ENTIRE AGREEMENT |
This Sublease, including the Exhibits and documents referenced herein, contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings. This Sublease shall not be modified except in writing signed by both Sublessor and Sublessee.
| 31. | Governing Law; Jurisdiction. |
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without reference to the conflicts of law principles thereof.
| 32. | COUNTERPARTS. |
This Sublease may be executed in any number of counterparts, which may be delivered electronically, via facsimile or by other means. Each party may rely upon signatures delivered electronically or via facsimile as if such signatures were originals. Each counterpart of this Sublease shall be deemed to be an original, and all such counterparts (including those delivered electronically or via facsimile), when taken together, shall be deemed to constitute one and the same instrument.
[Signature Page Follows]
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In witness whereof, duly authorized representatives of the parties have executed and delivered this Sublease as of the Effective Date.
| SUBLESSOR: | SUBLESSEE: | |||
| VIVIDION THERAPEUTICS, INC., | ONCOSEC MEDICAL INCORPORATED, | |||
| a Delaware corporation | a Nevada corporation | |||
| By: | /s/ Trisha Millican | By: | /s/ Daniel J. O’Connor | |
| Name: | Trisha Millican | Name: | Daniel J. O’Connor | |
| Title: | Chief Financial Officer | Title: | Chief Executive Officer | |
| Date: | March 9, 2018 | Date: | March 9, 2018 | |
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EXHIBIT A-1
Floor Plan of Sublease Premises
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EXHIBIT A-2
Temporary Occupancy Premises (outlined)
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EXHIBIT B
Furniture, Fixtures and Equipment
| Item Description, Office | Quantity | |
| Desk Chairs | 39 | |
| Bullpen cube station 4-pak | 4 | |
| Bench seating station 8-pak | 1 | |
| Manager station 8-pak | 1 | |
| Conference room power supplies | 2 | |
| Conference room polycoms | 3 | |
| Conference room 75” flat screen TV | 2 | |
| Conference room small flat screen TV | 1 | |
| small conference room chairs | 4 | |
| small conference room round table | 1 | |
| Medium conference room 96 x 48” table | 1 | |
| Med and large conference room chairs | 20 | |
| Med conference room glass marker board | 1 | |
| Med conference room mini-frig | 1 | |
| Large conference room credenza | 1 | |
| Large conference room table | 1 | |
| Huddle Room 30” round table | 1 | |
| Huddle room couch | 1 | |
| Huddle room pillows | 2 | |
| Huddle room picture | 1 | |
| Private office guest chairs | 7 | |
| Private office L-shape desks | 9 | |
| Lobby lounge chairs | 2 | |
| Lobby side table | 1 | |
| Lobby console table | 1 | |
| Lobby throw pillows | 2 | |
| Lobby area rug | 1 | |
| File cabinet/storage island | 3 | |
| Integrated intrusion system and process monitoring system | 1 | |
| Two camera HD HikVision surveillance system | 1 | |
| Hosted access control system | 1 | |
| Kitchen Refrigerator | 1 | |
| Kitchen microwave | 1 | |
| Kitchen Dishwasher | 1 |
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| Item Description, Lab | Quantity | |
| 4o refrigerator, full size | 2 | |
| -20o freezer, full size | 3 | |
| 1300 Series A2 Class II 4ft Biosafety Cabinet | 4 | |
| Heidolph 5075ELP autoclave | 1 | |
| Hoshizaki F-300BAH Flaker ice machine | 1 |
| 17 |
EXHIBIT C
Master Lease
