Exhibit 10.4
BUSINESS SERVICE CENTER
OF SEATTLE
LEASE AGREEMENT
PARTIES
This lease made this 28TH day of JANUARY, 1999, between Bee-▇▇▇▇, Inc., dba
Business Service Center of Seattle, hereinafter referred to as Landlord, and
AXONYX, INC., hereinafter referred to as Tenant.
TERM
The term of this lease shall be 3 months, commencing on the 8th day of February,
1999, and terminating on the last day of the THIRD month, April, 1999. If Tenant
shall occupy the premises for permitted uses prior to the date set forth herein,
the commencement date for rent purposes shall be prorated and charged
accordingly as part of the first months rent. The termination date shall not be
affected by carry occupancy. If either Landlord or Tenant desires to termination
the lease at the end of the term, the party desiring to shall, 30 days prior to
the expiration date, give the other written notice of its intention to do so.
Should written notice of intention to terminate not be given by either party,
the lease shall be extended under the same terms and conditions for a like
period of time. The lease shall continue to renew itself under the same terms
and conditions until one party notifies the other, as set forth above, of its
intent to terminate.
PREMISES
Premises shall consist of Suite No. 3228 on the thirty-second floor of the ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. In addition to suite No.
3228, Tenant shall have use of the common are of the thirty-second floor,
including the conference room on a reasonable and shared basis with other
thirty-second floor tenants. Tenant agrees to abide by the prevailing rules of
Business Service Center of Seattle as promulgated by Landlord from time to time,
provided said rules are reasonable and are communicated to Tenant. Tenant
further agrees that failure to adhere to said rules shall constitute a breach of
this Lease Agreement.
RENT
The rent amount for the term of this lease shall be $850.00 per month. Tenant
shall pay Landlord the monthly rent, in advance, on the first day of each
calendar month during said term. Rent shall be delivered to the Landlortd's
office in the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Plaza Building. If the monthly rent not paid by
the tenth of the month in which due, a late charge of ten percent of the rent,
including proration, will be payable by the Tenant as a special handling charge.
Tenant agrees to pay Landlord a Twenty Dollar handling fee for any check
returned to Landlord. Acceptance of late rent and forebearance of collection
and/or eviction action on the part of the Landlord shall not constitute a waiver
of any of Landlord's right under the lease. Should Tenant's rent remain unpaid
after the 15th of any month, Landlord shall have the right to terminate services
to Tenant and deny Tenant access to both the exclusive and nonexclusive premises
by charging the locks. Any costs associated with changing the locks shall be at
Tenant's expense. Tenant shall reimburse Landlord for the cost of changing the
locks before any lease default will be considered cured. Should Tenant's rent
remain unpaid after the thirtieth day of any month, Landlord shall have the
right to terminate the lease, remove and store Tenant's property at Tenant's
expense and take whatever steps are necessary to rerent Tenant's premises.
Tenant shall not be relieved of his duty to pay rent under this Lease Agreement
until the premises are rerented or this Lease Agreement expires, whichever
occurs first. In any event, Landlord shall be entitled to recover any and all
reasonable costs incurred by Landlord in mitigating its damages by rerenting or
attempting to rerent
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Tenant's office. Should Tenant's rent become sixty days past due, Landlord shall
have the right to sell whatever of Tenant's property has been seized as an
offset against rent due Landlord. Landlord shall be entitled to deduct the cost
of said sale from the amount credit to Tenant's unpaid rent. *RENT INCLUDES 1
DESK, 1 DESK CHAIR, 2 SIDE CHAIRS AND 1 LATERAL FILE OR 1 CREDENZA.
DEPOSIT
Concurrently with the execution of this Agreement, Tenant shall deliver to
Landlord the sum of ONE THOUSAND, SEVEN HUNDRED Dollars and No/Cents which shall
constitute payment of the first and last month's rent on the Office Suite.
REPALRS AND ALTERATIONS
Tenant agrees by taking possession of premises that premises are then in a
tenantable and good condition; that Tenant will take good care of premises, and
the same will not be altered or changed without written consent of the Landlord.
Tenant shall not make changes to locks on doors or add or in any way change any
shelving, wall covering, or any fixtures without first obtaining written consent
of Landlord. Any wall hangings should be carefully hung with small nails, first
applying scotch tape to the wall so the paint will not chip when the nail is
removed.
Any repairs of the walls necessary because of damage caused by wall decorations
installed by Tenant shall be paid for by Tenant. All damage or injury done to
premises by Tenant or by any persons who may be in or upon premises with the
consent of Tenant, shall be paid for by Tenant and Tenant shall pay for all
damage to the building caused by Tenant's misuse of premises or the
appurtenances thereto. Tenant shall pay for the replacement of doors or windows
of premises which am cracked, broken or damaged by Tenant its employees, agent
or invitees and Tenant shall not put any curtains, draperies, or other hangings
on or beside the windows in premises without first obtaining Landlord's consent.
All floor plants shall sit on floor protectors approved by the building
management to prevent any damage to the carpet.
If damage to the carpet occurs for any reason, i.e., spotting, staining, odors,
discoloration, etc., Tenant will be responsible for all charges incurred for
shampooing, patching, or replacing said carpet. All alterations, additions, and
improvements, except fixtures installed by Tenant and which are removable
without damage to the building, shall become the property of Landlord. Tenant
shall at the termination of this lease by the expiration of time or otherwise,
surrender and deliver up premises to Landlord in as good a. condition as when
received by Tenant from Landlord, and if necessary to restore to that condition,
Landlord shall be entitled to add to Tenant's closing statement the amount
necessary to restore Tenant's office to the condition it was in upon
commencement of this lease.
FIRE RETARDANT/HAZARDOUS MATERIAL
Landlord has been advised by the building owner, JMB Property Management
Corporation, that asbestos has been used in the building as a fire retardant.
The building owner has further advised Landlord that a significant number of
buildings in Seattle use asbestos as fire retardant and that tests conducted by
the Landlord in the building indicate no danger to occupants of the building who
avoid direct contact with the material. The tests are available for inspection
by Tenant at owner's office in the building upon reasonable notice. Tenant
acknowledges Landlord's disclosure of asbestos in the building. Tenant accepts
the premises as is and as consideration in the negotiation of this lease,
releases Landlord from any and all liability for injury caused to Tenant its
employees or guests by the presence of asbestos in the building.
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SIGNS
No sign, picture, sticker, advertisement or notice shall be displayed,
inscribed, painted or affixed to any of the glass, walls, sign plaque, or
woodwork of the office or buildouts without the prior written consent of
Landlord. Tenant agrees that if he decides to have his name displayed on the
office directory, or outside his door, Tenant's name display shall be on a sign
approved, built and installed by Landlord. The total charge for the design,
construction, and installation of Tenant's directory sign and office sign shall
be home by Tenant in accordance with prevailing prices for signs at time of
execution of this lease. Should Tenant decide to order a directory sign or
office sign Tenant will indicate such affirmative decision and specify the exact
wording to appear on the sign at the time of check-in on the Sign Layout Form.
Tenant further agrees did Landlord shall be entitled to ▇▇▇▇ Tenant for said
sign(s) on Tenant's first monthly statement following the installation of the
sign(s), and that Tenant shall pay Landlord for said sign(s) on the same date
his rent is next paid.
ENTRY AND INSPECTION
Tenant will permit Landlord and its agents to enter into and upon premises at
all reasonable times for the purpose of inspecting the same or for the purpose
of cleaning, repairing, altering or improving premises or building. The Landlord
shall have the right to enter premises, at any reasonable time, for the purpose
of showing premises to prospective tenants for a period of 30 days prior to the
expiration of the Lease Agreement term.
ACCIDENTS, INDEMNITY AND WAIVER OF SUBROGATION
Tenant shall defend and indemnify Landlord and save it harmless from and against
any and all liability, damages, costs, or expenses, including attorneys' fees,
arising from any act, emission, or negligence of Tenant, or the officers,
contractors, licensees agents, servants, employees, guests, invitees, or
visitors of Tenant in or about the premises, or arising from any accident,
injury, or damage, howsoever and by whomsoever caused, to any person or
property, occurring in or about the promises. Whether the loss or damage is due
to the negligence of either Tenant or Landlord, their agents or employees, or
any other cause, Landlord and Tenant do each herewith and hereby release and
relieve the other from responsibility for, and waive their entire claim of
recovery from (i) any loss or damage to the real or personal property of either
located anywhere in the building and including the building itself, arising out
of or incident to the occurrence of any of the perils which may be covered by
fire and lightning insurance policy, with extended coverage endorsement in
common use in the Seattle locality, and policies covering any loss by theft or
water damage, and (ii) loss resulting from business interruption at premises
arising out of or incident to the occurrence of any of the perils which may be
covered by the business interruption insurance policy in common use in the
Seattle locality, to the extent that such risks under (i) and (ii) are in fact
covered by insurance, each party shall cause its insurance carriers to consent
to such waiver and to waive all rights or subrogation against the other party.
DEFAULT AND REENTRY
If Tenant fails to perform any covenant under this Lease Agreement within ten
days after written notice from Landlord stating the nature of default Landlord
may cancel this Lease Agreement and reenter and take possession of premises
using all legal means to do so; provided, however, that if the nature of such
default other than for nonpayment of rent is such that the same cannot
reasonably be cured within such ten-day period, Tenant shall not be deemed to be
in default if Tenant shall within such period commence such cure and thereafter
diligently prosecute the same to completion. Notwithstanding such retaking of
possession by Landlord, Tenant's liability for the rent provided herein shall
not be extinguished for the balance of the term of this Lease Agreement.
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UNLAWFUL USE
The Tenant will not disturb other occupants of said floor by making any undue or
unseemly noise or otherwise disturbing or permitting the disturbance of other
occupants of the floor or the visitors thereto, and will not do or permit to be
done in or about the premises anything which is illegal or unlawful or which
will be dangerous to life or limb, or will increase any insurance rates or
jeopardize the insurance coverage of said premises or any of the occupants
thereof, or in any way lessen the commercial or aesthetic value of the building
or surroundings. No food or other products will be stored on premises which emit
or tend to emit noxious or offensive odors and Tenant accepts the responsibility
for maintaining leased premises free from such odors.
SUPPORT SERVICES
Complete administrative support services am provided by Business Service Center
of Seattle at the rates indicated on the price list which will be provided by
Business Service Center of Seattle upon request. These rates arc subject to
change. Services include telephone answering, word processing, personal computer
data entry, secretarial, dictation transcription, telex, facsimiles, copying,
mail handling, and other administrative services.
Secretarial work will be processed by Business Service Center of Seattle as
quickly as possible on a first-come, first served basis. Office equipment is for
the exclusive use of die staff and is not to be used by Tenant, with the
exception of the Kodak copier.
Tenant may employ his/her own secretary, however, Tenant shall not offer for
sale/trade to any other tenants of Business Service Center of Seattle any of the
administrative Support Services offered by Business Service Center of Seattle,
including but not limited to word processing, dictation transcription, personal
computer data entry, etc. Tenant shall also not offer for sale/trade to any
other tenants of Business Service Center of Seattle photocopying or facsimile
transmission services.
KODAK COPIER
Tenant may purchase an access code to the Kodak copier and will thereby have
access to the machine 24 hours a day. Copies will be billed monthly at published
rates.
Tenant may have a photocopier in his office for his personal use; however,
Tenant shall not offer photo-copy service or use of Tenant's photocopier for
sale/trade to any other tenants of Business Service Center of Seattle.
TELEPHONE ANSWERING SERVICE
Telephone answering service is provided by Business Service Center of Seattle
from 6:30 am. to 6:30 p.m., Monday through Friday, at published rates (hours
subject to change at the discretion of Business Service Center of Seattle). The
telephone answering service is closed on those holidays normally observed by the
business community.
MAIL
Incoming mail is delivered to Tenant's mail box twice a day at no additional
charge to Tenant Outgoing mail service will be charged at the rates specified in
the price list. Outgoing mail should be deposited in the mail basket prior to
4:30 p.m. for posting that evening. Outgoing mail is posted and delivered to
Post Office once a day at 4:30 p.m.
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CONFERFENCE ROOM
The conference room on the thirty-second floor may be used by all tenants for up
to ten hours per month at no charge. This conference room will accommodate ten
or more people and may be used on a first-come, first-served basis. Reservations
may be made by Tenant recording his/her name in the Conference Room Schedule
Book located at the Reception Desk.
NON-SOLICITATION OF EMPLOYEES
During the term of this Lease Agreement and for one year thereafter, Tenant
agrees to refrain from soliciting or employing Landlord's support personnel or
staff. In the event of a violation or breach by Tenant of this non-solicitation
covenant, Tenant will pay to Landlord as liquidated damages of such breach a sum
equal to twenty-five percent (25%) of the annual gross compensation paid to such
employee by Business Service Center of Seattle. Tenant acknowledges the
importance of Business Service Center of Seattle's staff and support personnel
to the success of Landlord's business and their necessity to the continued
success of Business Service Center of Seattle that employee turnover be avoided.
ACCESS TO PREMISES
No additional locks shall be placed upon Tenants door beyond those already
provided without Landlord's written consent. Individual keys will be furnished
to each Tenant's office. Tenant agrees not to distribute any key to any person
other than Tenant's employees without landlord's written consent. Landlord shall
provide Tenant with one key to the lock of Tenant's suite at no additional
charge. Extra keys may be purchased at published rates. Said lock and key shall
be different from that of any other suite. Tenant agrees not to allow the use of
said key by anyone other than Tenant or his employees. Tenant acknowledges that
Landlord, the building janitorial service, security personnel and building
manager will have a key to Tenant's office.
Tenant may also purchase an access card to allow the Tenant and Tenant's
employees access to the building and Business Service Center of Seattle floor
after hours, weekends, and holidays. Tenant agrees not to allow the use of said
access card by anyone other than Tenant and his employees. Tenant agrees to
return his key(s) and access card(s) to Landlord upon vacating the premises, and
that should he/she fail to do so, Landlord shall have the right to have the
locks changed and access card(s) altered at Tenant's expense.
Tenant is encouraged to keep his door locked to his suite when he is not in said
suite, and should Tenant fail to do so, any resulting loss of property or
privacy shall be at Tenant's own peril.
SPECIAL IMPROVEMENTS
Any special improvements requested by the Tenant shall be made in writing to the
Landlord. Performance of said special improvements shall be at the discretion of
the Landlord. In the event Landlord makes special improvements on behalf on
Tenant, Tenant shall reimburse Landlord for Landlord's costs of making said
special improvements requested by Tenant within ten days of receipt of statement
from Landlord of special improvements.
NON-INTERFERENCE
Tenant agrees that it will not interfere with the business of Landlord in any
respect, including, without limitation, contracting as broker, consultant,
advisor or otherwise, any other of Landlord's tenants, directly or indirectly,
concerning alternative leased office space.
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COSTS AND ATTORNEY'S FEES
If Tenant or Landlord shall engage the services of an attorney to collect monies
due or to bring any action for any relief against the other, declaratory or
otherwise, arising out of this lease, including any suit by Landlord for
recovery of rent, additional rent or other payments hereunder or possession of
the promises, each party shall, and hereby does, to the extent permitted by law,
waive trial by jury and the losing party shall pay the prevailing Party a
reasonable sum for attorney's fees in such suit, at trial and on appeal and such
attorney's fees shall be deemed to have accrued on the commencement of such
action.
NOTICE
Any notice required to be given by either party to the other pursuant to the
provisions of this lease or any law, present or future, shall be in writing and
shall be deemed to have been duly given or sent if either delivered personally
or deposited in the United States mail, postage prepaid, registered or
certified, return receipt requested, and addressed to the Landlord or Tenant at
their respective office addresses in the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.
LEASE ASSIGNMENT
Tenant shall not assign or sublet this lease or any interest therein, nor let or
sublet the Premises or any part thereof or any right or privilege appurtenant
thereto, nor permit the occupancy or use of any part thereof by any other person
without the prior written consent of the Landlord. If Landlord gives written
consent to such assignment or subletting, the Tenant originally named herein
shall continue to be fully liable for all terms and conditions of this Lease
Agreement during its Lease term.
ENTIRE AGREEMENT
It is expressly understood and agreed by Landlord and Tenant that there are no
promises, agreements, conditions, understandings, induces, warranties or
representations, oral or written, express or implied, between them, other than
as herein set forth and that his lease shall not be modified in any manner
except by an instrument in writing executed by the parties. No consent given or
waiver made by Landlord of any breach of Tenant of any provision of this Lease
Agreement shall operate or be construed in any manner as a waiver of any
subsequent breach, or the same, or of any other provision.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement on the day
and year first above set forth.
LANDLORD: TENANT:
BEE-▇▇▇▇, INC., dba AXONYX, INC.
Business Service Center of Seattle -------------------------------------
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Sales Manager Title: V.P. & Secretary
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