SEC Filings

10-K
AUDENTES THERAPEUTICS, INC. filed this Form 10-K on 03/13/2017
Entire Document
 

 

some or all of whose Ownership Interests are owned by another Legal Entity, the occurrence of any of the events described in the preceding phrase (ii) with respect to such constituent Legal Entity; (iii) the cumulative transfer of more than thirty-five percent (35%) of the assets belonging to Lessee or more than thirty-five percent (35%) of its issued and outstanding shares; or (v) if any other person or entity (except Lessee's authorized representatives, agents, contractors, employees, invitees or guests) occupies or uses all or any part of the Premises. As used herein, the term Legal Entity means any corporation, partnership, limited liability company, trust, association or other legal entity, and the term Ownership Interest means any share of stock, general or limited partnership interest, membership interest, beneficial interest or other ownership interest therein, as the case may be. A Transfer includes a transfer of any interest in this Lease held by a subtenant, assignee, transferee or other person claiming an interest in the Lessee's interest in this Lease. The provisions of this Paragraph 17 apply fully to any Transfer by any subtenant, assignee or other holder of any interest in Lessee's interest in this Lease.

B. Notwithstanding the foregoing, a Transfer shall not include: (i) if and for so long as Lessee is a Legal Entity whose Ownership Interests are traded on any public securities exchange, the Transfer of any of the Ownership Interests of such Legal Entity on said exchange; or (ii) if Lessee is a corporation, limited liability company or limited partnership, the cumulative transfer up to twenty five percent (25%) of the shares/stock, membership interests or limited partnership interests therein;  (iii) the Transfer of this Lease to a Legal Entity wholly owned or controlled by Lessee, or under common control with Lessee; (iv) any Transfer required after the completion of a public offering of the shares/stock in Lessee or successor entity of Lessee; or (vi), the sublease of no more than a total of 50% of the Premises to persons or companies with whom Lessee regularly does business provided that: (a) no single sublessee occupies more than fifteen percent (15%) of the Premises; and (b) Lessee informs Lessor in writing of the name, address and agent for service of process of each such sublessee; and (v) any other event that results in an immaterial change in the ownership and control of the Lessee or the Lessee's interest in this Lease.

C. Lessee shall not engage in or permit any Transfer of this Lease absent full compliance with all of the terms and provisions of this Paragraph 17. Any Transfer of this Lease occurring without full compliance with all of the terms and conditions of this Paragraph 17 shall be voidable at the option of the Lessor, and shall constitute a material and incurable default on the part of Lessee hereunder.

D. Prior to engaging in or permitting any Transfer other than an Exempt Transfer, Lessee shall give notice of any intended Transfer to Lessor and shall provide Lessor with the following information in writing: (i) the name, address and ownership of the proposed transferee; (ii) the current balance sheet, statement of cash flows, report of any litigation in which the proposed Transferee is a party or is a judgment debtor, aged schedule of accounts receivable and payable, profit and loss statements, statement that all taxes payable by the proposed transferee are current, and all notes, if any, to all financial and profit and loss statements for the proposed transferee or any other person to be liable for the Lessee's obligations under this Lease covering the prior three years (or for such shorter period as the proposed transferee or other person may have been in existence), all certified as true and correct by the proposed transferee, other person or an authorized officer thereof; (iii) a full description of the terms and conditions of the proposed Transfer, including copies of any and all documents and instruments, any purchase and sale agreements, sublease agreements, assignment agreements and all other writings concerning the proposed Transfer; (iv) a description of the proposed use of the Premises by the proposed transferee, including any required or desired alterations or improvements to the Premises that may be undertaken by such transferee in order to facilitate its proposed use; and (v) any other information, documentation or evidence that may be reasonably requested by Lessor. Lessor agrees that it shall hold all such information in confidence if requested to do so by Lessee and shall execute any reasonable confidentiality agreement presented on behalf of and for the benefit of any proposed transferee.

E. In connection with any proposed or requested consent to Transfer, other than an Exempt Transfer , Lessee shall pay to Lessor a transfer fee of $1000.00 (payment of which shall accompany Lessee's request for Transfer), plus all of Lessor's reasonable attorneys’ fees expended in connection with the proposed Transfer, not to exceed $5,000.00.  

F. For non-Exempt Transfers, within ten (10) business days after the submission of all required information described in the preceding sentence, Lessor shall give notice to Lessee of its election under Paragraph