EXHIBIT 10.17
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(▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇)
Agreement made this 30 day of July, 1997, between Lightbridge, Inc.
(hereinafter "Sublessor") and International Business Machines Corporation
(hereinafter "Sublessee").
WITNESSETH
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WHEREAS, on or about August 5, 1994, L&E Investment of Massachusetts One,
Inc., leased certain property (hereinafter the "Premises") in Waltham,
Massachusetts, to Credit Technologies, Inc., pursuant to a written lease, which
was amended by a First Amendment to Lease dated as of May __, 1994; and a Second
Amendment to Lease dated as of August 5, 1994, copies of all of which are
attached hereto as Exhibit A (the lease and all of the amendments thereto are
referred to hereinafter collectively as the "Master Lease");
WHEREAS, SPP Real Estate (Somerset Court) Inc. ("Landlord") is the
successor to the interest of L&E Investment of Massachusetts One, Inc., as
Landlord under the Master Lease;
WHEREAS, Sublessor is the successor to the interest of Credit Technologies,
Inc., as Tenant under the Master Lease; and
WHEREAS, Sublessee desires to sublease a part of the Premises from
Sublessor and Sublessor is willing to sublet a part of the Premises to
Sublessee;
NOW THEREFORE, for valuable consideration each to the other paid, the
receipt and sufficiency of which are hereby acknowledged, Sublessor and
Sublessee hereby agree as follows:
1. Demised Premises and Term.
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A. Sublessor hereby leases to Sublessee and Sublessee hereby sublets from
Sublessor, approximately 12,046 square feet of space on the
second floor of the Premises, which space is shown on Exhibit
B as "A-12,046 s.f." (hereinafter the
"Demised Premises"), for a term (hereinafter the "Term") commencing on
August 4, 1997, and ending November 30, 2001, unless sooner terminated
as herein provided.
B. Sublessee shall have as appurtenant to the Demised Premises the right
to use, in common with Sublessor and others entitled thereto,
the driveways, roadways, hallways, elevators and stairways
necessary for access to the Demised Premises.
C. Sublessee shall have the right to use forty-eight (48) parking spaces
as appurtenant to the Demised Premises in the area shown on
Exhibit B as "Parking Area".
2. Basic Rent. During the Term, Sublessee shall pay to Sublessor, as Basic
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Rent for the Demised Premises, rent as follows: (i) during the first year of the
Term, Basic Rent of Three Hundred One Thousand One Hundred Fifty and 00/100
($301,150) Dollars shall be payable in equal monthly installments of Twenty-five
Thousand Ninety-five and 83/100 ($25,095.83) Dollars per month; (ii) during the
second year of the Term, Basic Rent of Three Hundred Thirteen Thousand One
Hundred Ninety-six and 00/100 ($313,196) Dollars shall be payable in equal
monthly installments of Twenty-six Thousand Ninety-nine and 67/100 ($26,099.67)
Dollars per month; and (iii) for each year of the Term or portion of a year
thereafter, Basic Rent of Three Hundred Twenty-five Thousand Two Hundred
Forty-two and 00/100 ($325,242.00) Dollars shall be payable in equal monthly
installments of Twenty-seven Thousand One Hundred Three and 50/100 ($27,103.50)
per month. All such rent shall be payable in advance on the first day of each
and every month. All payments shall be due without billing or demand and without
deduction, set-off or counterclaim except insofar as may be specifically
provided to the contrary herein. If the Term, with respect to any portion of the
Demised Premises commences or ends
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other than on the first day of a month, then all rent due hereunder for such
month shall be prorated for such fractional period.
3. Additional Rent. In addition to the Basic Rent to be paid by Sublessee,
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Sublessee shall pay to Sublessor, during the Term of this Sublease, as
additional rent (hereinafter "Additional Rent"):
A. One hundred (100%) percent of the Landlord's Tax Costs due
from Sublessor to Landlord under the Master Lease except that
the Base Tax Year shall be the City of Waltham fiscal year
beginning July 1, 1995 and ending June 30, 1996.
B. One hundred (100%) percent of the Landlord's Operating Costs
due from Sublessor to the Landlord under the Master Lease
except that the Base Operating Costs shall be Landlord's
Operating Costs for calendar year 1996.
C. As Additional Rent, $0.85 (85(cent)) per square foot per year for
electricity charges for the Demised Premises.
D. All other rent, additional rent, costs, charges and expenses
which Sublessor is required to pay to Landlord under the
Master Lease with respect to the Demised Premises only. Upon
receipt of Landlord's Statement or Landlord's Tax Statement
from Landlord pursuant to the provisions of Section 4.2 of the
Master Lease, Sublessor shall deliver such Statement to
Sublessee with a detailed description of Sublessee's share of
Additional Rent. Sublessor and Sublessee agree that at the end
of each fiscal year for Operating Costs, and each Tax Year for
Tax Costs, an appropriate payment or refund shall be made
within twenty-five (25) days after Sublessor delivers to
Sublessee Landlord's Statement or Landlord's Tax Statement, as
applicable.
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4. Additional Covenants of Sublessee and Sublessor.
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A. Sublessor represents that the Master Lease, true and complete copy of
which is attached hereto as Exhibit A, is the complete agreement
between Landlord and Sublessor with respect to the Demised Premises and
that Sublessor is the Tenant in the Master Lease. Except as otherwise
expressly provided herein, all of the terms, covenants and conditions
of the Master Lease are incorporated herein by reference and made a
part hereof to the extent that they apply to the Demised Premises with
the same force and effect as if set forth their entirety, provided that
the terms and conditions hereof shall be controlling whenever the terms
and conditions of the Master Lease are contradictory to or inconsistent
with the terms and conditions hereof, and provided further (i) that
those incorporated provisions of the Master Lease which are protective
and for the benefit of Landlord shall in this Sublease be deemed to be
protective and for the benefit of both Landlord and Sublandlord and
that all of the obligations of Landlord, except as otherwise provided
to the contrary herein, set forth in the Master Lease shall, to the
extent that they apply to the Demised Premises, be binding upon
Sublessor and inure to the Sublessee's benefit, (ii) that references
therein to "Landlord" and "Tenant" shall be deemed to refer to
"Sublessor" and "Sublessee", respectively, (iii) that references
therein to "this lease" shall be deemed to refer to "this Sublease" and
(iv) that references therein to the "leased premises" or "Premises"
shall be deemed to refer to the "Demised Premises." Sublessee covenants
and agrees to be bound by the same terms and conditions as Sublessor as
tenant under the Master Lease is now bound or may hereafter be bound
under the Master Lease, and by all
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amendments and modifications thereof, and to observe, keep and perform
all of the terms, covenants, agreements and conditions contained in the
Master Lease to be performed on the part of Sublessor as a tenant
thereunder to the extent that they apply to the Demised Premises,
except: (i) only the Permitted Use and Public Liability Insurance of
Section 1.1 are incorporated herein, this Sublease having already set
forth the definitions therein relevant to this Sublease; (ii) the third
and fourth paragraphs of Section 3.1 are deleted; (iii) the reference to
the"Managing Agent" in Section 4.5 is deleted; (iv) Sections 1.2, 1.3,
2.2., 2.3, 2.4, 2.5 and 10.1 are deleted in their entirety; (v) Section
10.3 is deleted; and (vi) with respect to Sections 5.1.1., 5.1.2 and
5.1.3, the covenants and obligations of Landlord shall remain those of
Landlord and shall not be assumed by Sublessor; in such a manner as will
not cause a breach of the Master Lease and neither to do nor cause to be
done, nor suffer, nor permit any act or thing to be done which would or
might cause the Master Lease or the rights of Sublessor as tenants
thereunder to be canceled, terminated, forfeited or surrendered, or
which would or might make Sublessor liable for any damages, claims or
penalties. The foregoing agreement of Sublessee to observe and be bound
by the covenants and agreements of Tenant under the Master Lease shall
accrue to the benefit of Sublessor as if Sublessor were Landlord under
the Master Lease, and shall include, by way of illustration but not
limitation, Sublessee's agreement to obtain Sublessor's permission for
any and all activities which may, under the Master Lease, be taken only
with the permission of Landlord.
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B. To the maximum extent that this agreement may be made effective
according to law, Sublessee agrees that it will defend, protect and
indemnify Sublessor and save Sublessor harmless from and against all
liabilities, obligations, claims, damages, penalties, causes of action,
costs and expenses (including, without limitation, reasonable
attorneys' fees and expenses but not including special and
consequential damages) imposed upon or incurred by or asserted against
Sublessor by reason of (i) any accident, injury to or death of persons
or damage to or loss of property, by theft or otherwise, occurring on
or about the Demised Premises or any part thereof, unless arising out
of the negligence of Sublessor or Sublessor's agents or employees, and
(ii) any cancellation, forfeiture, or termination of the Master Lease
caused by a failure on the part of Sublessee to perform, fulfill or
observe any of Sublessee's representations, warranties or agreements
set forth in this Sublease. In case any action, suit or proceeding is
brought against Sublessor by reason of any such occurrence, Sublessee,
upon Sublessor's request, shall at Sublessee's expense, cause such
action, suit or proceeding to be resisted and defended by counsel
designated by Sublessee such counsel to be reasonably acceptable to
Sublessor.
C. This Sublease and all of the terms, covenants, representations,
warranties, agreements and conditions hereof are in all respects
subject and subordinate to the Master Lease.
D. Notwithstanding anything contained in this Sublease to the contrary,
Sublessor shall not have any obligation to construct, maintain, alter
or repair the Premises, the Demised Premises, or any parking area or
other facility or improvement
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thereon or appurtenant thereto or to provide Sublessee with any service
of any kind or description whatsoever, nor shall Sublessor be
responsible for the performance of Landlord's obligations under the
Master Lease or be liable in damages or otherwise for any negligence of
Landlord or for any damage or injury suffered by Sublessee as a result
of any act or failure to act by Landlord or any default by Landlord in
fulfilling its obligations under the Master Lease. If Landlord shall
default in any of its obligations to Sublessor, Sublessor shall
cooperate with Sublessee, upon request by Sublessee and at Sublessee's
sole cost and expense, in enforcing Sublessor's rights against Landlord
under the Master Lease. Nothing herein contained shall relieve
Sublessor of any of its obligations to Sublessee specifically included
in this Sublease and Sublessor shall in all events remain liable to
Sublessee for the performance and observance thereof. If Sublessor
fails to pay the rental as required by the Master Lease, or to perform
any of the other obligations to be performed by it as required by the
Master Lease and not specifically assumed hereunder by Sublessee,
Sublessee may, at its option after giving Sublessor three (3) business
days' notice to cure such default (such three (3) day period to precede
by three (3) days the expiration of the grace period granted to
Sublessor under the Master Lease to cure such default) pay said rental
directly to Landlord or cure any other default of Sublessor. In such
event, Sublessee shall receive credit against the rent and additional
rent due Sublessor hereunder for rental payments it makes to Landlord
and for all reasonable costs incurred by Sublessee to cure such
default.
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E. Sublessor shall not incur any liability whatsoever to Sublessee for any
injury, inconvenience, incidental or consequential damages incurred or
suffered by Sublessee as a result of the exercise by Landlord of any of
the rights reserved to Landlord under the Master Lease, nor shall such
exercise constitute a default by Sublessor hereunder.
F. The Demised Premises are being leased in an "as is" condition".
G. Subject to the terms of the Sublease, Sublessee shall use the
Demised Premises only for the Permitted Uses as provided in the Master
Lease.
5. Defaults by Sublessee.
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A. In the event that Sublessee shall default in the payment of Basic Rent
or Additional Rent hereunder, or default in the performance or
observance of any of the terms, conditions and covenants of this
Sublease, Sublessor, in addition to and not in limitation of any rights
otherwise available to it, shall have the same rights and remedies with
respect to such default as are provided to Landlord under the Master
Lease with respect to defaults by Tenant thereunder, with the same
force and effect as though all such provisions relating to any such
default or defaults were herein set forth in full, and Sublessee shall
have all of the obligations of Tenant under the Master Lease with
respect to such default. In addition to and not in limitation of the
aforementioned rights and remedies, upon any material default by
Sublessee, Sublessor may terminate this Sublease by giving a written
notice of termination to Sublessee specifying a date, not less than ten
(10) days from the date of giving such notice, on which this Sublease
shall terminate, if by such date Sublessee has not cured its default
or, if such default cannot be cured within the
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ten day period, Sublessee has not commenced to cure such default and
diligently continues to pursue such cure, and on such date the term of
this Sublease shall expire and terminate by limitation and all rights of
Sublessee under the Sublease shall cease.
B. Sublessor may cure such default for the account of Sublessee, and any
amount paid or incurred by Sublessor in so doing shall be deemed paid
or incurred for the account of Sublessee and Sublessee agrees to
reimburse Sublessor therefor and save Sublessor harmless therefrom;
provided, that Sublessor may cure any such default as aforesaid prior
to the expiration of any waiting period if reasonably necessary to
protect Sublessor's interests under the Master Lease or to prevent
injury or damage to persons or property. If Sublessee shall fail to
reimburse Sublessor upon demand for any amount paid for the account of
Sublessee hereunder, said amount shall be added to and become due as a
part of the next payment of Basic Rent due hereunder.
C. Notwithstanding anything to the contrary herein contained, for the
purpose of determining the occurrence of events of default hereunder,
the periods of ten (10) days and thirty (30) days set forth in Article
IX of the Master Lease shall be seven (7) days and twenty (20) days,
respectively.
6. Termination of Sublease. This Sublease shall terminate upon any
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termination of the Master Lease for any reason whatsoever which deprives Tenant
under the Master Lease of possession of the Premises, without any liability
therefor upon the part of Sublessor to Sublessee and with the same force and
effect as if the date of such termination had expressly been provided in this
Sublease as the date of termination hereof.
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7. Assignment. Sublessee shall not assign this Sublease, nor sublet or
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permit the Demised Premises or any portion thereof to be used by others, except
as otherwise provided in Section 6.1.6 of the Master Lease, provided, however,
that Sublessee shall also obtain the consent of Landlord to any such assignment
or subletting. Sublessor agrees to use reasonable efforts to assist Sublessee in
obtaining Landlord's consent.
8. Warranties and Representations. Sublessee hereby represents and warrants
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that in entering into this Sublease, Sublessee has not relied upon or been
induced by any statements or representations of any person with respect to the
physical condition of the Demised Premises but has relied solely upon such
investigations, examinations and inspections as Sublessee has chosen to make or
have made. Sublessee acknowledges that Sublessee has been afforded the
opportunity for full and complete investigation, examination and inspection.
9. Surrender. Upon the termination of this Sublease, Sublessee shall
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promptly remove from the Demised Premises all of its goods and effects, and
peaceably and quietly surrender possession of the Demised Premises and all
erections and additions made upon or to the same, to Sublessor, in as good
order, condition and repair as when they were entered upon or as they may have
been put during the Term, the results of ordinary wear and deterioration, and
loss caused by Landlord's or Sublessor's negligence against which Sublessee is
not insured, fire or other casualty (unless caused by the neglect, default or
misuse of the Demised Premises by the Sublessee, or its employees or invitees)
excepted; but Sublessor shall have the right, to require Sublessee to remove all
erections or additions made by Sublessee and restore the Demised Premises to the
same condition they were in before such alterations or additions were made, all
at the sole cost and expense of Sublessee provided, however, that Sublessor
has given Sublessee
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notice of such restoration requirement at the time Sublessor gave its consent to
Sublessee's erections and additions.
10. Separate and Independent Activities of Sublessee and Sublessor. Nothing
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contained herein shall be deemed in any way to constitute Sublessee and
Sublessor as partners or joint or co-venturers.
11. Covenant of Quiet Enjoyment. Sublessor covenants and agrees with
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Sublessee, that upon Sublessee's paying the Basic Rent, and all Additional Rent
and other charges herein provided for, and observing and keeping all covenants,
agreements, and conditions of this Sublease on its part to be kept, shall
quietly have and enjoy the Demised Premises during the term of this Sublease
without hindrance by anyone claiming by, through or under Sublessor as such,
subject, however, to the terms of this Sublease. Sublessor agrees that it shall
be a default hereunder and that Sublessee may also pursue its rights and
remedies as permitted by law with respect to losses and damages caused by (i)
defaults by Sublessor beyond any applicable period of cure in the performance of
its obligations under the Master Lease which have not been assumed by Sublessee
under this Sublease; or (ii) entry by Sublessor into any amendment of the Master
Lease after the execution of this Sublease without Sublessee's prior written
consent thereto, which materially adversely affects the rights of Sublessee
hereunder; or (iii) any cancellation, forfeiture or termination of the Master
Lease, as a result of Sublessor's failure to perform the obligations under the
Master Lease except insofar as such failure is caused by Sublessee's failure to
perform its obligations under this Sublease.
12. Subordination, Non-Disturbance and Attornment Agreement. This Sublease
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shall be subject and subordinate to any and all mortgages, deeds of trust, and
other instruments in the nature of a mortgage, which may now or hereafter affect
the Premises, the Demised Premises or
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the real property of which the Demised Premises form a part. Although no
instrument or act on the part of Sublessee shall be necessary to effectuate such
subordination, Sublessee shall, when requested, promptly execute and deliver to
Sublessor such written instruments as shall be necessary to show the
subordination of this Sublease to said mortgages, deeds of trust, or other
instruments in the nature of a mortgage. Sublessor represents that the Master
Lease is in full force and effect and that Sublessor and, to Sublessor's best
knowledge, Landlord have each performed all of their respective obligations set
forth in the Master Lease to the date hereof. Sublessor further agrees to
continue during the term of this Sublease, as it may be extended or renewed, to
perform all of its obligations under the Master Lease, excepting only those
obligations which are to be performed by Sublessee hereunder. Prior to the
commencement of the term hereof and as a condition to the effectiveness of this
Sublease, Sublessor shall deliver to
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Sublessee a written agreement with Landlord substantially in form attached
hereto as Exhibit C. Sublessor shall obtain a non-disturbance agreement from any
subsequent mortgagee of the building of which the Premises are a part who
subordinates the Master Lease to its interest as provided in Section 8.2 of the
Master Lease.
13. Rights Reserved to Sublessor. Sublessor shall have the right to enter
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the Demised Premises at all reasonable times upon prior notice to examine the
Demised Premises, except in case of emergency.
14. Miscellaneous.
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A. Effect. This Sublease shall be binding upon the parties hereto, their
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executors, administrators, heirs, successors and assigns.
B. Applicable Law. This Sublease shall be deemed made and shall be
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governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts.
C. Modification. Neither this Sublease nor any provision thereof may be
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waived, modified, amended, discharged or terminated, except by an
instrument in writing signed by the party against which the enforcement
of such waiver, modification, amendment, discharge or termination is
sought, and then only to the extent set forth in such instrument.
D. Landlord's Approval. The obligations of the parties hereunder are
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subject to the written approval of Landlord under the Master Lease. If,
for any reason whatsoever, Landlord under the Master Lease refuses to
consent to this Sublease within thirty (30) days after the date of
execution hereof, this Sublease shall be void and of no force and
effect and neither party shall have recourse against the
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other hereunder. Whenever Sublessee must obtain the consent of
Landlord, Sublessor agrees to cooperate with Sublessee at Sublessee's
expense in obtaining Landlord's consent. Whenever any right or
privilege is granted to Sublessor under the Master Lease or any
discretion is lodged in Sublessor thereunder with respect to the
Demised Premises, Sublessor agrees not to exercise such right,
privilege or discretion without the prior written consent of Sublessee
which consent shall not be unreasonably withheld. Sublessor shall
promptly forward to Sublessee true copies of all notices, requests,
demands and communications received by Sublessor from Landlord or its
agent that may, in Sublessor's judgment reasonably exercised, affect
the Demised Premises or Sublessee.
E. Severability. If any term or provision of this Sublease or the
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application thereof to any person or circumstance shall to any extent
be held invalid or unenforceable, the remainder of this Sublease or the
application of such term or provision to other persons or circumstances
shall not be affected thereby, and each term and provision of this
Sublease shall be valid and enforceable to the fullest extent permitted
by law.
F. Sublessor's Consent. Sublessor's refusal to consent to or to approve
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any matter or thing, whenever, Sublessor's consent or approval is
required under this Sublease or the Master Lease, shall be deemed
reasonable if Landlord under the Master Lease has refused to give such
consent or approval.
G. No Broker. The parties warrant and represent to each other that no
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individual, partnership, trust, corporation, firm or other entity
("Person") has negotiated or brought about this transaction other than
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ and ▇▇▇▇▇▇▇▇ & Grew
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Incorporated ("Broker"), and Sublessor covenants and agrees to pay a
brokerage commission to Broker in accordance with the provisions of a
separate agreement between them. Sublessee shall defend, indemnify and
save harmless Sublessor from and against any claim which may be
asserted against Sublessor by any Person other than Broker if (a) the
claim is made in connection with this transaction and (b) Sublessee
employed the claiming Person. Sublessee shall reimburse Sublessor for
reasonable expenses, losses, costs and damages (including reasonable
attorneys' fees and court costs if Sublessee fails or refuses to defend
as herein required) incurred by Sublessor in connection with such
claims. Sublessor shall defend, indemnify and save harmless Sublessee
from and against any claim which may be asserted against Sublessee by
any Person (including Broker) if the claim (a) is made in connection
with this transaction and (b) arises out of conversations or dealings
between Sublessor and any claiming Person excluding compensation due
Broker from Sublessee under a separate agreement between them, or (c)
results from a fraud committed or misrepresentation made by Sublessor
or any Person employed by Sublessor. Sublessor shall reimburse
Sublessee for reasonably expenses, losses, costs and damages (including
reasonable attorney's fees and court costs if Sublessor fails or
refuses to defend as herein required) incurred by Sublessee in
connection with such claims. Sublessor and Sublessee agree that
Sublessor's payment to Broker shall not be a release of each party
hereto from its respective obligation to indemnify the other hereunder
or of the rights of each to enforce such indemnity
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against the other. This Article shall survive the expiration or earlier
termination of this Sublease.
H. Cross Default. Sublessee and Sublessor acknowledge that
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contemporaneously herewith they are entering into a separate Sublease
for additional space in the building of which the Demised Premises are
a part and that any default by either party under that separate
Sublease shall be a default under this Sublease.
15. Notice. "Notice" means any notice, demand, request, or other
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communication or document to be provided under this Agreement to a party to this
Sublease.
A. Notice. The Notice shall be in writing and shall be given to the party
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at its address set forth below or such other address as the party may
later specify for that purpose by notice to the other party. Each
Notice shall, for all purposes, be deemed given and received:
(i) [Intentionally deleted.];
(ii) If hand delivered to a party against receipted copy, when the
copy of the notice is receipted;
(iii) If given by a nationally-recognized and reputable overnight
delivery service, the day on which the notice is actually
received by the party; or
(iv) If given by any other means or if given by certified mail, return
receipt requested, postage prepaid, two (2) business days after
it is posted with the United States Postal Service, at the
address of the party specified below:
If to Sublessor: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
Lightbridge, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
With a copy to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire
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▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to Sublessee: International Business Machines Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Program Manager - Real Estate
With a copy to: International Business Machines Corp.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Legal Counsel - Real Estate
B. [Intentionally deleted.]
C. The provisions above governing the date on which Notice is deemed to
have been received by a party to this Sublease shall mean and refer to
the date on which a party to this Sublease, and not its counsel or
other recipient to which a copy of the Notice may be sent, is deemed to
have received the Notice.
D. If Notice is tendered under the provisions of this Sublease and is
refused by the intended recipient of the Notice, the Notice shall
nonetheless be considered to have been given and shall be effective as
of the date provided in this Sublease. The contrary notwithstanding,
any Notice given to a party in a manner other than that provided in
this Sublease, that is actually received by such party, shall be
effective with respect to such party on receipt of the Notice.
16. Binding Effect. This Sublease shall be binding on Sublessor and its
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heirs, executors, and representatives, and on the respective successors and
assigns herein of the parties. This Sublease contains the entire agreement of
the parties with respect to the subject matter herein, and may not be modified
except by instrument in writing which is signed by both parties.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals on the day and year first above written.
SUBLESSOR:
Lightbridge, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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SUBLESSEE:
International Business Machines Corporation
By: /s/ ▇ ▇ ▇▇▇▇▇▇
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AGREEMENT AND CONSENT
Re: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
(August 5, 1994 Lease)
SPP Real Estate (Somerset Court) Inc. (the "Prime Landlord") hereby
consents to the Sublease attached hereto as Exhibit A (the "Sublease") and
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hereby approves all of the terms and conditions contained therein. This Consent
shall not be deemed to limit in any way the obligations of Lightbridge, Inc.
(the "Prime Tenant") under the Master Lease (as defined in the Sublease).
Notwithstanding anything in the Sublease to the contrary, the Sublease shall be
in all respects subject and subordinate to the terms and provisions of the
Master Lease and in the event of any conflict between the terms and provisions
of the Master Lease and the terms and provisions of the Sublease, the terms and
provisions of the Master Lease shall govern and control. International Business
Machines Corporation ("Subtenant") hereby assumes the performance of the terms,
covenants, conditions and obligations of the Prime Tenant contained in the
Master Lease with respect to the Demised Premises (as defined in the Sublease);
provided, however, that nothing contained herein shall limit, relieve or
otherwise alter or affect the continuing primary liability of the Prime Tenant
under the Prime Lease. This Consent shall not constitute a waiver of the
requirement that Landlord consent to any further assignment, sublease or
occupancy, as provided in Section 6.1.6 of the Prime Lease.
Notwithstanding anything to the contrary herein contained, this Agreement
and Consent shall not affect the terms of the Sublease between Prime Tenant and
Subtenant.
This Agreement and Consent is entered into as of July 30, 1997.
PRIME LANDLORD:
SPP REAL ESTATE (SOMERSET COURT) INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ BROM
--------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Brom
------------------------------------
Title: CFO
-----------------------------------
PRIME TENANT: SUBTENANT:
LIGHTBRIDGE, INC. INTERNATIONAL BUSINESS MACHINES
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇ ▇ ▇▇▇▇▇▇
------------------------------ --------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇ ▇ ▇▇▇▇▇▇
---------------------------- ------------------------------------
Title: CFO Title: Program Manager
--------------------------- -----------------------------------
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