Print Page  Close Window

SEC Filings

MYOKARDIA INC filed this Form 10-K on 03/08/2018
Entire Document


(including reasonable attorneys’ fees) incurred by said Sublandlord as a result of a breach of this representation and warranty by Subtenant.

14.Condition of Premises.  Landlord shall deliver the Sublease Premises in “as is” condition with all building systems, including HVAC, plumbing, roof/roof membrane and electrical systems in good working condition and repair and in compliance with applicable local, state, and federal codes including ADA and environmental requirements upon delivery of the Sublease Premises. Sublandlord, at Sublandlord’s sole cost, shall remove all furniture from the Sublease Premises prior to the Sublease Commencement Date, except as mutually agreed. Subtenant acknowledges that (i) it is subleasing the Sublease Premises in an “as-is” unfurnished condition, (ii) Sublandlord is not obligated to perform any work to prepare the Sublease Premises for Subtenant’s occupancy other than to deliver the Sublease Premises in broom-clean condition, and (iii) Sublandlord is not making any representation or warranty concerning the condition of the Sublease Premises or the Project, or the suitability of the Sublease Premises for the conduct of Subtenant’s business.  In that regard, Subtenant waives any implied warranty that the Sublease Premises are suitable for Subtenant’s intended purposes.  Sublandlord has no obligation for any defects in the Sublease Premises, and Subtenant’s taking possession of the Sublease Premises shall be conclusive evidence that Subtenant accepts the Sublease Premises and that the same were in good condition at the time possession was taken.

15.Consent of Landlord.  Paragraph 22 of the Master Lease requires Sublandlord to obtain the written consent of Landlord to this Sublease.  This Sublease is subject to Sublandlord and Landlord’s approval of all requisite final sublease and consent documents, and the availability of the Sublease Premises.

16.Termination of the Lease.  If for any reason the term of the Master Lease shall terminate prior to the Sublease Expiration Date, this Sublease shall automatically be terminated and Sublandlord shall not be liable to Subtenant by reason thereof unless said termination shall have been caused by the default of Sublandlord under the Master Lease, and said Sublandlord default was not as a result of a Subtenant default hereunder.

17.Limitation of Estate.  Subtenant’s estate shall in all respects be limited to, and be construed in a fashion consistent with, the estate granted to Sublandlord by Landlord.  Subtenant shall stand in the place of Sublandlord and shall defend, indemnify and hold Sublandlord harmless with respect to all covenants, warranties, obligations, and payments made by Sublandlord under or required of Sublandlord by the Master Lease with respect to the Sublease Premises.  In the event Sublandlord is prevented from performing any of its obligations under this Sublease by a breach by Landlord of a term of the Master Lease, then Sublandlord’s sole obligation in regard to its obligation under this Sublease shall be to use reasonable efforts in diligently pursuing the correction or cure by Landlord of Landlord’s breach.

18.Entire Agreement.  It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Sublease and this Sublease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Sublandlord to Subtenant with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Sublease.  This Sublease, and the exhibits and schedules attached hereto, contain all of the terms, covenants, conditions, warranties and agreements of the parties relating in any manner to the rental, use and occupancy of the Sublease Premises and shall be considered to be the only agreements between the parties hereto and their representatives and agents.  None of the terms, covenants, conditions or provisions of this Sublease can be modified, deleted or added to except in writing signed by the parties hereto.  All negotiations and oral agreements acceptable to both parties have been merged into and are included herein.  There are no other representations or warranties between the parties, and all reliance with respect to representations is based totally upon the representations and agreements contained in this Sublease.

19.Disclosure Regarding Accessibility Inspection.  To Sublandlord’s knowledge, the Sublease Premises have not undergone an inspection by a Certified Access Specialist (“CASp”) to determine whether or not the Sublease Premises meets all applicable construction-related accessibility standards pursuant to California Civil Code Section 55.51 et. seq.  Accordingly, pursuant to California Civil Code Section 1938(e), Sublandlord hereby further states as follows:  “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law.  Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant.  The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises”.  Sublandlord shall have the right (but not the obligation) to obtain a report from a CASp, and, in the event that Sublandlord does so, then, as between Sublandlord and Subtenant (regardless of whether the claim is brought by any third party, including a subtenant or invitee of Subtenant) such report, upon delivery to Sublesee shall be conclusive that Sublandlord has complied with any obligation relating specifically to matters covered by the CASp as of delivery (and exclusive of any improvements made by Subtenant) pursuant to California Civil Code Sections 55.52 and 55.53.  Sublandlord and Subtenant agree that if Subtenant requests or performs a CASp inspection of the Premises, 4535 Building or Project, then (i) Subtenant shall pay the fee for such inspection, (ii) if the results of the CASp inspection indicate that modifications or alterations are required to correct violations of construction-related accessibility standards, then Subtenant, at Subtenant’s expense, shall perform such modifications or alterations, subject to all rights of Landlord to approve all such modifications or alterations under the Master