Massachusetts-Bedford-34 Crosby Drive Sublease - RSA Security Inc. and NVIDIA Corp.
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (the "Sublease"), dated as of September 19,
2002 is made between the Sublandlord and Subtenant listed in Article I below.
ARTICLE I: DEFINED TERMS; BACKGROUND
1. Each reference in this Sublease to the capitalized terms set forth
below shall have the meanings given to them in this Article I.
Sublandlord: RSA Security, Inc., a Delaware corporation
Sublandlord's Address 174 Middlesex Turnpike
for Payment of Rent: Bedford, MA 01730
Sublandlord's Notice Address: 174 Middlesex Turnpike
Bedford, MA 01730
Attention: Michael Hare, Director of Real Estate
With a copy to:
Robert Tuchmann, Esq.
Hale and Dorr LLP
60 State Street
Boston, MA 02109
Subtenant: NVIDIA Corporation, a Delaware corporation
Subtenant's Notice Address: Nvidia Corporation
Attn: Stephen Pettigrew
Legal Department
2701 San Tomas Expressway
Santa Clara, CA 95050
Master Lease: Lease dated March 11, 1996 between EOP-Crosby Corporate
Center, L.L.C., as successor in interest to Beacon
Properties, L.P., and RSA Security, Inc., as successor to
Security Dynamics Technologies, Inc., as amended by the First
Amendment to Lease dated May 10, 1997, the Second Amendment
to Lease dated April 8, 1998, and the Third Amendment to
Lease dated May 9, 2000, copies of which are attached hereto
as EXHIBIT A. (The First and Second Amendments merely added
space to the Master Leased Premises which are not included in
the Subleased Premises.)
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Master Landlord: EOP-Crosby Corporate Center, L.L.C., a Delaware limited
liability company
Master Leased Premises: The entirety of 20 Crosby Drive (Building One), the entirety
of 24 Crosby Drive (Building Three), the entirety of 36
Crosby Drive (Building Nine) and 19,859 rentable square feet
("RSF") on the second floor of the building located at 34
Crosby Drive (Building Eight), all located in Bedford,
Massachusetts.
Subleased Premises: The portion of the Master Leased Premises consisting of a
portion of the space (approximately 11,863 RSF) on the
second floor of the building located at 34 Crosby Drive
(Building Eight) and shown on the plan attached hereto as
EXHIBIT B demised to Sublandlord by the Master Lease.
Sublease Commencement Date: From the Commencement Date through June 30, 2005 the
Commencement Date shall be the later of; (i) full execution
of the sublease by both parties, (ii) receipt by Tenant of
Landlord's Consent to Sublease or (iii) Sublandlord's
completion of construction. Both Sublandlord and Tenant's
architect shall mutually agree when Sublandlord's
construction is substantially complete. Tenant and its
agents shall have access to the Premises prior to
Commencement Date for purposes of measuring designing, and
constructing the space so long as Tenant does not interfere
with Sublandlord's work. Early access shall be at no charge
to Tenant, and shall not trigger commencement of the lease.
If Sublandlord does not deliver Master Landlord's consent to
the Sublease within twenty one (21) days following execution
of the Sublease by Subtenant, then Subtenant shall have the
right to terminate the Sublease.
Sublease Term: Commencing on the Sublease Commencement Date and ending on
June 30, 2005.
Rent Commencement Date: Two (2) months following the Sublease Commencement Date.
Yearly Rent: Sixteen and 00/100 Dollars ($16.00) per RSF per
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annum, payable in equal monthly installments, for the Sublease
Term.
Base Year for Expenses and Taxes: Calendar year 2002 for operating expenses and fiscal tax year
2003 for real estate taxes.
Subtenant's Expenses Percentage: 15.5795% (of 34 Crosby Drive)
Subtenant's Tax Percentage: 4.6065 % (of the entire Park, as defined in the Master Lease)
Permitted Uses: General office purposes, research, development, light
manufacturing and any uses ancillary thereto.
Excluded Sections of the Master Lease: Article 4, Sections 17.4(d), 17.4(e), 21.4(b), the last
sentence of Section 26(a), Section 29.3, Exhibits 4, 4-A,
and 12 of the Master Lease, all of First Amendment, all
of Second Amendment, and Paragraphs 1, 2, 4, 5, 9, 11 and
12 of Third Amendment
Parking Spaces Available to Subtenant: Subtenant shall have the non-exclusive use of forty one (41)
parking spaces.
Broker: CRESA Partners. Sublandlord will be responsible for broker
commissions pertaining to this Sublease pursuant to a
separate agreement.
2. Sublandlord is the tenant under the Master Lease. Sublandlord and
Subtenant wish to enter into a sublease of the Subleased
Premises on the terms and conditions set forth herein.
ARTICLE II: AGREEMENTS
NOW, THEREFORE, the parties agree as follows:
1. SUBLEASED PREMISES
Sublandlord hereby subleases to Subtenant, on the terms and conditions
set forth in this Sublease, the Subleased Premises. Sublandlord shall
deliver the Subleased Premises to Subtenant on the Sublease
Commencement Date with all building systems serving the Premises in
good working condition, broom clean, but otherwise in such "AS IS,
WHERE IS" condition as exists as of the date of this Sublease, free of
all occupants other than Subtenant. Subtenant acknowledges that
Sublandlord has made no representations or warranties concerning the
Subleased Premises or the Building or their fitness for Subtenant's
purposes, except as expressly set forth in this Sublease. Sublandlord
has received no notice that any of the common areas or Sublandlord's
equipment is in violation of any
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building code or government agency regulation. The taking of possession
of the Subleased Premises shall be deemed Subtenant's acknowledgement
that the same have been delivered in the condition required hereunder.
All space shall be in accordance with BOMA standard measurements.
2. SUBLEASE TERM
The term of this Sublease shall commence on the Sublease Commencement
Date and continue for the Sublease Term unless terminated prior to such
date pursuant to the terms hereof or pursuant to law. Promptly
following the actual Sublease Commencement Date and upon request of
Sublandlord, Sublandlord and Subtenant shall jointly execute a written
declaration specifying the actual Sublease Commencement Date. Subtenant
will have access upon execution of this Sublease to the Subleased
Premises for measuring and design purposes only.
3. RENT
Subtenant shall pay to Sublandlord the Yearly Rent in twelve (12) equal
monthly installments (pro rated in the case of any partial calendar
month at the beginning or end of the Sublease Term, based upon the
actual number of days in the month), without deduction, offset, notice,
or demand, commencing on the Rent Commencement Date, at Sublandlord's
Address for Payment of Rent, or at such other place as Sublandlord
shall designate from time to time by notice to Subtenant. Yearly Rent,
in equal monthly installments, shall be paid for on the first day of
each calendar month occurring during the Sublease Term to which such
Yearly Rent is attributable. The Rent for the first full calendar month
of the Sublease Term shall be payable on the Sublease Commencement
Date.
All charges, costs, expenses and sums required to be paid or borne by
Subtenant under this Sublease in addition to Yearly Rent shall be
deemed "Additional Rent," and Yearly Rent and Additional Rent shall
hereinafter collectively be referred to as "Rent." Subtenant's covenant
to pay Rent shall be independent of every other covenant in this
Sublease.
4. EXPENSES AND TAXES; ELECTRICITY CHARGES
(a) In addition to Yearly Rent, Subtenant shall pay to
Sublandlord the Tax Excess and Operating Expense Excess (as
those terms are defined in the Master Lease), and all other
additional rent and other charges, however described, payable
under the Master Lease by Sublandlord, as tenant under the
Master Lease, with respect to the Subleased Premises or
Subtenant's use and occupancy thereof. Subtenant shall pay
such amount within twenty-five (25) days of receipt of an
invoice therefore from Sublandlord. Sublandlord shall provide
Subtenant with copies of Master Landlord's statement regarding
Operating Expenses and Taxes and any other charges. With
respect to any portion of the Sublease Term not ending on the
last day of a calendar year or fiscal year, the amount of the
Operating
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Expenses and/or the Taxes payable to Subtenant shall be pro
rated based on a three hundred sixty five (365) day year.
(b) Subtenant shall pay $0.95 per RSF per year for electricity
in the office portion of the Subleased Premises containing
approximately 10,024 RSF. Subtenant shall also pay to
Sublandlord all costs of electricity consumed in the
laboratory portion of the Subleased Premises containing
approximately 1,780 RSF, as measured by a separate check meter
to be installed by Sublandlord.
5. INSURANCE/WAIVER OF CLAIMS AND SUBROGATION
(a) During the Sublease Term, Subtenant shall maintain
insurance of such types, in such policies, with such
endorsements and coverages, in such amounts as are set forth
in the Master Lease. All insurance policies shall name Master
Landlord, Master Landlord's managing agent, Sublandlord and
Sublandlord's managing agent as additional insureds and loss
payees and shall contain an endorsement that such policies may
not be modified or canceled without thirty (30) days prior
written notice to Master Landlord and Sublandlord. Subtenant
shall promptly pay all insurance premiums and shall provide
Sublandlord with policies or certificates thereof that are
acceptable to Sublandlord and Master Landlord evidencing such
insurance upon Subtenant's execution of this Sublease.
(b) In the event Subtenant sustains a loss by reason of fire
or other casualty that is covered by its property insurance
policy (or would have been covered had Subtenant carried the
insurance required hereunder), and regardless of whether such
fire or other casualty is caused in whole or in part by the
acts or omissions of Sublandlord or Master Landlord or their
agents, servants, employees or invitees, then Subtenant agrees
to look first to the coverage provided by its insurance
proceeds, and Subtenant shall have no right of action against
Sublandlord, Master Landlord, or their agents, servants,
employees or invitees, and no third party shall have any right
by way of assignment, subrogation or otherwise against the
party causing such loss; provided, however, in the event of
such claims against Sublandlord, the foregoing release of
claims shall only apply to the extent of insurance proceeds
actually collected by such party (unless such party failed to
maintain the coverage required hereunder, in which event it
shall be deemed to have recovered the entire policy amount
required hereunder). In the event Sublandlord sustains a loss
by reason of fire or other casualty that is covered by its
property insurance policy, and regardless of whether such fire
or other casualty is caused in whole or in party by the acts
or omissions of Subtenant or its agents, servants, employees
or invitees, then Sublandlord agrees to look first to the
coverage provided by its insurance proceeds, and it shall have
no right of actions against Subtenant or its agents, servants,
employees or invitees, and no third party shall have any right
by way of assignment, subrogation
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or otherwise against Subtenant; provided, however, the
foregoing release of claims shall only apply to the extent of
insurance proceeds actually collected by Sublandlord. The
parties hereto agree that each of their policies of property
insurance shall include a waiver of subrogation to effectuate
this provision.
6. USE OF PREMISES
Subtenant shall use and occupy the Subleased Premises only for the
Permitted Uses, and only to the extent permitted by the Master Lease
and all laws governing or affecting Subtenant's use of the Subleased
Premises. Subject to the preceding sentence, Subtenant may use the
Subleased Premises for general office purposes and/or sales, service,
demonstration, development, storage and training of their networking
and/or related products.
7. PROVISION OF SERVICES; ADDITIONAL SERVICES
Those services provided by Master Landlord to Sublandlord under the
Master Lease shall also be provided by Master Landlord to Subtenant,
except those services explicitly excluded by the terms of this
Sublease. No additional services are currently included in Yearly Rent
or Operating Expenses. Subtenant may request Sublandlord to furnish the
Subleased Premises or Subtenant with services not included in the
Master Lease or services explicitly excluded by the terms of this
Sublease ("Additional Services"). If Sublandlord furnishes Subtenant
with any Additional Services, Sublandlord may charge Subtenant a
reasonable charge (if any are incurred) ("Additional Charge") related
solely to the provision of Additional Services. If Sublandlord
estimates that the Additional Charge may be in excess of One-Thousand
Dollars ($1000), Sublandlord shall provide Subtenant a written and
documented estimation of the Additional Costs before commencing or
providing such Additional Services, and thereafter Subtenant shall have
five (5) days with which to indicate whether Subtenant desires to
receive such Additional Services. Upon completion or provision of
Additional Services by Sublandlord, and receipt of the written notice
of the Additional Charge from Sublandlord, Subtenant shall pay
Sublandlord the Additional Charge within ten (10) days of the receipt
of the written notice of the Additional Charge.
8. CONDITION OF PREMISES; TRADE FIXTURES
Subtenant shall have the right to furnish and install any trade
fixtures that are necessary for the conduct of its business; provided,
however, that at the termination of this Sublease, Subtenant shall
remove such trade fixtures and restore the Subleased Premises at
Subtenant's sole cost to the state and condition in which they existed
on the Commencement Date, ordinary wear and tear excepted. If Subtenant
fails to comply with the provisions of this paragraph, Sublandlord may
make such repairs or restoration, and the reasonable cost thereof shall
be additional rent payable by Subtenant on demand. All trade fixtures
shall be and remain the property of Subtenant, provided that any such
trade fixtures
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remaining on the Premises after the expiration or termination of
the term hereof shall be deemed abandoned by Subtenant and shall, at
Sublandlord's option, become the property of Sublandlord without
payment therefor.
9. ALTERATIONS AND IMPROVEMENTS
Prior to the Sublease Commencement Date and at Sublandlord's sole
expense, Sublandlord shall demise the Subleased Premises from the
Master Leased Premises. This shall include relocating thermostats to
control the HVAC and Electrical in the Subleased Premises, installing
tile hung drop ceilings to match the existing conditions, install all
necessary lights, electrical outlets, sprinklers and emergency
lighting. The demising walls shall be built to the deck, finished and
painted on both sides below the ceiling. Demised space to be secure to
the deck from all outside common and tenant areas. Additionally,
Sublandlord shall construct a common vestibule outside of the lab area
in front of the two electrical closets (collectively, "Sublandlord's
Work"). Sublandlord's Work shall be done in compliance with all
governmental regulations including, but not limited to, the 1992
Americans with Disabilities Act, any other law requiring handicapped
accessibility, and any environmental standard including air quality
requirements. Should an additional subtenant take occupancy of the
balance of Master Leased Premises, Sublandlord will, at that time,
relocate power circuits serving the additional subleased space from the
Base Building Electrical Room to the electrical closet in the common
area adjacent to the south side of the lab area. However, the circuits
serving any additional subtenant shall be located on a panel separate
from those circuits serving the lab area in the Subleased Premises.
Circuits for Base Building HVAC and Lighting for both subtenants will
remain fed from the Base Building Electrical Room. Sublandlord shall
segregate all circuits serving the lab area in the Subleased Premises
into one electrical panel to which Subtenant shall have exclusive
access. Subtenant may install, at Subtenant's sole cost and expense, a
security lock system for the lab circuit panel provided that
Sublandlord and Prime Landlord are able to access said circuit panel.
Except for the Sublandlord's Work, Sublandlord shall have no obligation
to make any alterations or improvements to the Premises for Subtenant's
use or occupancy thereof. Notwithstanding any provisions of the Master
Lease to the contrary, Subtenant shall not make any alterations,
additions, improvements or installments in the Subleased Premises
without in each instance obtaining the prior written consent of both
Master Landlord and Sublandlord, which they may grant, withhold or
condition in their respective sole and absolute discretion. If
Sublandlord and Master Landlord consent to any such alterations,
improvements or installations, Subtenant shall perform and complete
such alterations, improvements and installations at its expense, in
compliance with applicable laws and the Master Lease. If Subtenant
performs any alterations, improvements or installations without
obtaining the prior written consent of both Master Landlord and
Sublandlord, Sublandlord (or Master Landlord) may remove such
alterations, improvements or installations, restore the Subleased
Premises and repair any
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damage arising from such removal or restoration, and Subtenant
shall be liable for all costs and expenses incurred in the performance
of such removal, repairs or restoration. All alterations, additions
and improvements (except trade fixtures) shall be and remain the
property of Sublandlord upon installation and shall be surrendered to
Sublandlord upon the termination of this Sublease.
10. ASSIGNMENT AND SUBLETTING
Subject to the provisions of Article 16 of the Master Lease, Subtenant
shall have the right to subsublet or assign all or any part of the
Subleased Premises, subject to the prior written approval of both the
Sublandlord and the Master Landlord, such approval shall not be
unreasonably withheld and which will be approved or denied within ten
(10) days of Subtenant's request to sublet or assign. After deducting
all Subtenant's costs associated with the sublease, Sublandlord and
Subtenant will equally split all sublease profits due to Subtenant
under the subsublease.
11. SUBORDINATION TO MASTER LEASE
This Sublease shall at all times be subject and subordinate to the
terms and provisions of the Master Lease. Except for the Excluded
Sections of the Master Lease and except as otherwise set forth in this
Sublease, all of the terms and conditions contained in the Master Lease
are hereby incorporated herein by this reference as terms and
conditions of this Sublease, except that references in the Master Lease
to the terms listed in Column A below shall be deemed to be references
to the terms set forth in this Sublease listed in the same row in
Column B below:
COLUMN A COLUMN B
-------- --------
Lease Sublease
Landlord Sublandlord
Tenant Subtenant
Term Sublease Term
Premises Subleased Premises
Commencement Date Sublease Commencement Date
Subtenant shall not cause a default under the Master Lease or permit
its employees, agents, contractors or invitees to cause a default under
the Master Lease.
Notwithstanding any other provision of this Sublease, Sublandlord, as
sublandlord under this Sublease, shall have the benefit of all rights,
waivers, remedies and
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limitations of liability enjoyed by Master Landlord, as the
landlord under the Master Lease, but (a) Sublandlord shall have no
obligation under this Sublease to perform the obligations of Master
Landlord, as landlord under the Master Lease, including, without
limitation, any obligation to provide services or maintain insurance;
(b) Sublandlord shall not be bound by any representations or
warranties of the Master Landlord under the Master Lease; (c) in any
instance where the consent of Master Landlord, as the landlord under
the Master Lease, is required under the terms of the Master Lease, the
consent of Sublandlord and Master Landlord shall be required; and (d)
Sublandlord shall not be liable to Subtenant for any failure or delay
in Master Landlord's performance of its obligations, as landlord under
the Master Lease, provided that Sublandlord shall make all reasonable
efforts to assist Subtenant in obtaining Master Landlord's performance
of its obligations under the Master Lease.
Upon the default by Subtenant in the full and timely payment and
performance of its obligations under the Sublease, Sublandlord may
exercise any and all rights and remedies granted to Master Landlord by
the Master Lease with respect to default by the Tenant or Lessee under
the Master Lease. In the event that Subtenant breaches any of the
terms, conditions or covenants of this Sublease or of the Master Lease
and fails to remedy such breach within five (5) days after written
notice for a monetary default and thirty (30) days after written notice
for a non-monetary default, Sublandlord shall have the right, but not
the obligation, to cure such breach and charge Subtenant for the costs
incurred thereby, which costs Subtenant shall pay to Sublandlord upon
demand. Subtenant shall not commit or suffer any act or omission that
will violate any of the provisions of the Master Lease. If the Master
Lease terminates for any reason, this Sublease shall terminate and the
parties shall be relieved of any further liability or obligation under
this Sublease; provided, however, that Subtenant shall pay to
Sublandlord all sums due and accrued under this Sublease as of the
termination date.
Notwithstanding any contrary provision of this Sublease, (i) in any
instances where Master Landlord, as landlord under the Lease, has a
certain period of time in which to notify Sublandlord, as tenant under
the Master Lease, whether Master Landlord will or will not take any
particular action, Sublandlord, as landlord under this Sublease, shall
have an additional ten (10) day period after receiving such notice in
which to notify Subtenant (except in the case of a request by Subtenant
for consent by Sublandlord to a Transfer, in which event Sublandlord
shall so notify Subtenant within fifteen (15) days), (ii) in any
instance where Sublandlord, as tenant under the Master Lease, has a
certain period of time in which to notify Master Landlord as landlord
under the Lease, whether Sublandlord will or will not take any
particular action, Subtenant, as tenant under this Sublease, must
notify Sublandlord, as landlord under this Sublease, at least five (5)
days before the end of such period, but in no event shall Subtenant
have a period of less than five (5) days in which so to notify
Sublandlord unless the relevant period under the Master Lease is five
days or less, in which case the period under this Sublease shall be two
(2) days less than the period provided to Sublandlord under the Lease,
(iii) in any instance where Sublandlord, as tenant
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under the Master Lease, has a certain period of time in which to
pay money to Master Landlord as landlord under the Lease, Subtenant,
as tenant under this Sublease, must, unless otherwise herein provided,
so pay Sublandlord, as landlord under this Sublease, at least five (5)
business days before the end of such period, but in no event shall
Subtenant have a period of less than five (5) days in which so to pay
Sublandlord unless the relevant period under the Master Lease is five
days or less, in which case the period under this Sublease shall be
two (2) days less than the period provided to Sublandlord under the
Lease, and (iv) in any instance where a specific grace period is
granted to Sublandlord, as tenant under the Master Lease, before
Sublandlord is considered in default under the Master Lease,
Subtenant, as tenant under this Sublease, shall be deemed to have a
grace period that is ten (10) days less than Sublandlord before
Subtenant is considered in default under this Sublease, but in no
event shall any grace period be reduced to less than five days unless
the relevant period under the Master Lease is six (6) days or less, in
which case the period under this Sublease shall be two (2) days less
than the period provided to Sublandlord under the Master Lease. In no
event shall Master Landlord or Sublandlord be liable for any
consequential damages suffered by Subtenant in connection with any
breach of this Sublease or otherwise.
12. HAZARDOUS MATERIALS
Subtenant shall use or keep no inflammable, explosive or dangerous
fluids or substances in the Premises or Building, or about the
Property, except for commercially reasonable quantities of cleaning and
office supplies, provided that Subtenant keeps, maintains, stores,
reuses and disposes of such materials in accordance with all applicable
laws and regulations and all manufacturer's directions. Subtenant shall
not use, store, install, spill, remove, release or dispose of, within
or about the Premises or any other portion of the Property, any
asbestos-containing materials or any solid, liquid or gaseous material
now or subsequently considered toxic or hazardous under the provisions
of 42 U.S.C. Section 9601 et seq. or any other applicable environmental
law that may now or later be in effect. Subtenant shall comply with all
laws pertaining to and governing the use of these materials by
Subtenant, and shall remain solely liable for the costs of abatement
and removal. Sublandlord has no knowledge of any hazardous materials in
place at the Subleased Premises and shall indemnify Subtenant for any
damages resulting from the presence of hazardous materials at the
Subleased Premises.
13. HOLDING OVER
If Subtenant remains in possession of the Subleased Premises or any
part thereof after the expiration or other termination of the Sublease
Term hereof, such occupancy shall be as a tenancy at sufferance at a
rental in the amount of one hundred and fifty percent (150%) of the
last installment of Yearly Rent, and upon all the other provisions of
this Sublease pertaining to the obligations of Subtenant.
Notwithstanding anything to the contrary herein, Subtenant shall be
liable to
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Sublandlord for all costs, liabilities, losses and expenses
incurred by Sublandlord as a result of Subtenant's holding over.
14. ATTORNEYS' FEES; OTHER FEES
If Sublandlord or Subtenant shall commence an 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.
15. NOTICES OR DEMANDS
All notices and demands under this Sublease shall be in writing and
shall be effective (except for notices to Master Landlord, which shall
be given in accordance with the provisions of the Master Lease) upon
the earlier of (a) receipt at the Sublandlord's Notice Addresses or the
Subtenant's Notice Addresses, or the notice address of the Master
Landlord set forth in the Master Lease, as the case may be, by the
party being served, or (b) upon delivery being refused. All such
notices or demands shall be sent by United States certified mail,
return receipt requested, postage prepaid, or by a nationally
recognized overnight delivery service that provides tracking and proof
of receipt. Either party may change its address for notices and demands
under this Sublease by ten (10) days' notice to the other party.
16. SIGNAGE
Subtenant shall be listed, at Subtenant's sole cost and expense, on the
alphabetical directory board or other directory device listing tenants
in the main lobby of the Building. Subtenant may also install, at
Subtenant's sole cost and expense, a sign of Subtenant's name and
standard logo on the main entry to the Subleased Premises, subject to
Sublandlord's and Master Landlord's written approval, which approval on
the part of Sublandlord shall not be unreasonably withheld, and in
compliance with all applicable laws and codes. Subtenant shall not
place any other sign in or on the Building or the Subleased Premises
without the prior written consent of Sublandlord and Master Landlord,
which consent may be withheld or conditioned in Sublandlord's and
Master Landlord's sole and absolute discretion.
17. PARKING
Subject to the terms and conditions of the Master Lease, Sublandlord
shall provide Subtenant with the right to use the number of Parking
Spaces listed in Article I hereof as Parking Spaces available to
Subtenant on a non-exclusive basis, at no additional charge.
18. SATELLITE ANTENNA
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Subtenant, at Subtenant's sole cost and expense, shall have the right
to install a satellite antenna on the roof of 34 Crosby Drive (Building
8), subject to Master Landlord's consent and any applicable municipal
ordinances. Subtenant shall insure and maintain the satellite antenna
throughout the Sublease Term and shall remove the satellite antenna
upon the expiration or earlier termination of the Sublease Term.
Sublandlord shall cooperate with Subtenant in obtaining any necessary
governmental approvals with respect to the satellite antenna.
19. MASTER LANDLORD'S CONSENT
This Sublease is expressly conditioned upon the receipt of Master
Landlord's written consent hereto. Subtenant agrees to cooperate with
Sublandlord in providing such information as is necessary to satisfy
such condition and to execute all agreements reasonably requested by
Master Landlord in connection therewith.
20. NON-DISTURBANCE
Subtenant shall use reasonable efforts to secure a non-disturbance
agreement from Master Landlord.
21. CHOICE OF LAW
This Sublease shall be governed by the laws of the Commonwealth of
Massachusetts.
22. ENTIRE AGREEMENT
This Sublease, together with any exhibits and attachments hereto and
the Master Lease, constitutes the entire agreement between Sublandlord
and Subtenant relative to the Subleased Premises, and this Sublease and
the exhibits and attachments may be altered, amended or revoked only by
an instrument in writing signed by both Sublandlord and Subtenant.
Sublandlord and Subtenant agree hereby that all prior or
contemporaneous oral discussions, letters or written documents between
and among themselves and their agents and representatives relative to
the subleasing of the Subleased Premises are merged in or revoked by
this Sublease.
23. SUCCESSORS AND ASSIGNS
This Sublease shall inure to the benefit of and be binding upon the
respective heirs, administrators, executors, successors and assigns of
the parties hereto; provided, however, that this provision shall not be
construed to allow an assignment or subletting that is otherwise
specifically prohibited hereby.
24. SECTION AND PARAGRAPH HEADINGS
The section and paragraph headings are included only for the
convenience of the
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parties and are not part of this Sublease and shall not be used
to interpret the meaning of provisions contained herein or the intent
of the parties hereto.
25. REPRESENTATIONS AND WARRANTIES; AUTHORITY
Sublandlord and Subtenant each represent and warrant to the other that
the individual(s) executing and delivering this Sublease on its behalf
is/are duly authorized to do so and that this Sublease is binding on
Subtenant and Sublandlord in accordance with its terms. Simultaneously
with the execution of this Sublease, Subtenant shall deliver evidence
of such authority to Sublandlord in a form reasonably satisfactory to
Sublandlord.
Sublandlord represents and warrants that (a) to Sublandlord's actual
knowledge, Master Landlord is not in material default under the Master
Lease, nor has any event occurred which, after any applicable notice
and/or the expiration of any grace period, shall constitute a material
default by Master Landlord under the Master Lease; and (b) to
Sublandlord's actual knowledge, Sublandlord is not in material default
under the Master Lease, nor has any event occurred which, after any
applicable notice and/or the expiration of any grace period, shall
constitute a material default by Sublandlord under the Master Lease.
Except as expressly set forth in this Sublease, no representation or
warranty has been given by either party, its agents and
representatives, with respect to the subject matter of this Sublease,
and neither party has relied upon any representations or warranty not
expressly set forth herein.
26. BROKERS
Sublandlord and Subtenant each represent and warrant to the other that
it has not dealt with any broker other than the Brokers identified in
Article I hereof in connection with the consummation of this Sublease.
Sublandlord and Subtenant each shall indemnify and hold harmless the
other against any loss, damage, claims or liabilities arising out of
the inaccuracy of its representation or the breach of its warranty set
forth in the previous sentence. Sublandlord shall be solely responsible
for the payment of the brokerage commission due to the Brokers pursuant
to a separate written agreement.
27. NO OFFER
The submission of this Sublease or some or all of its provisions for
examination does not constitute an option or an offer to enter into
this Sublease, it being understood and agreed that neither Sublandlord
nor Subtenant shall be legally bound hereunder unless and until this
Sublease has been executed and delivered by both Sublandlord and
Subtenant, and then subject to the conditions hereof, including Section
19.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Sublease to be signed by their
duly authorized representatives to be effective on the date first set out above.
SUBLANDLORD: SUBTENANT:
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RSA SECURITY, INC. NVIDIA CORPORATION
By: /s/ Jeffrey D. Glidden By: /s/ Stephan Pettigrew
-------------------------------- ------------------------------
Print Name: Jeffrey D. Glidden Print Name: Stephan Pettigrew
Print Title: Chief Financial Officer Print Title: Legal Counsel
Date: September 19, 2002 Date: September 16, 2002
LIST OF EXHIBITS
Exhibit A - Master Lease and Amendments
Exhibit B - Plan showing Subleased Premises