exv10w4



 





Exhibit 10.4




PARTIAL ASSIGNMENT OF SUBLEASE

GERALD McGAVIN BUILDING

UNIVERSITY OF BRITISH COLUMBIA




THIS ASSIGNMENT dated for reference December                     , 2006




AMONG:



GLOBE LABORATORIES INC. 



(“Globe”)




AND:



CHEMOKINE THERAPEUTICS (B.C.) CORP.



(“Chemokine”)




AND:



DISCOVERY PARKS TRUST by its trustee Discovery Parks

Incorporated



(the “Landlord”)




WHEREAS:



A. Pursuant to a Sub-Lease dated June 23, 2000 (the “Sublease”), the Landlord leased to Globe (as
assignee of Chemokine Therapeutics (B.C.) Corp.) Suite 202 and Suite 208 in the Gerald McGavin
Building located at 2386 East Mall, University of British Columbia, Vancouver, BC (the “Building”);



B. Pursuant to an Amendment of Lease dated September 1, 2001, the Landlord leased to Globe
additional premises being Suite 204 of the Building;



C. Pursuant to a Renewal of Lease dated May 1, 2002, the Term was extended until July 31, 2003;




 









 







D. Pursuant to a Renewal of Lease dated July 17, 2003, the Term was extended until July 31, 2004;



E. Pursuant to an Amendment and Extension of Lease dated July 23, 2004, the Term was extended until
July 31, 2005, and the Landlord leased to Globe additional premises being Suite 304 of the
Building;



F. Pursuant to an Amendment and Extension of Lease dated January 3, 2005 (the “Jan 2005
Amendment”), the Term was extended to July 31, 2007, and the Landlord leased to Globe the following
additional premises in the Building:



1. Suite 302 being 1,206 square feet; and



2. Suite 303 being 1,494 square feet;



and Suite 202 (comprising 1,335 square feet) and Suite 204 (comprising 660 square feet) of the
Building were both surrendered by Globe to the Landlord, for a total net additional premises of 705
square feet;



G. Pursuant to the Jan 2005 Amendment, Globe also agreed to surrender to the Landlord its lease of
Suite 208 of the Building being Globe’s then-current office space upon relocating its office space
to the “Technical Enterprise Facility 3” (TEF3) building on the University of British Columbia
campus. Pursuant to a Sub-Lease dated May 6, 2005 between the Landlord and Chemokine Therapeutics
(B.C.) Corp. (an affiliate of Globe), Globe’s office space was relocated to premises on the fourth
floor of the TEF3 building, and accordingly, Globe surrendered to the Landlord its lease of Suite
208 of the Building;



H. Pursuant to an Amendment of Lease dated May 3, 2005, the Landlord leased to Globe additional
premises being Suite 305 of the Building;



I. Pursuant to a Sub-lease Amendment Agreement dated March 24, 2006, the Landlord leased to Globe
additional premises being Suite 307 of the Building;



J. Pursuant to an Extension and Amendment of Sub-lease Agreement dated for reference December 13,
2006, the Term was extended until July 31, 2008. For greater certainty the Landlord currently
leases to Globe the Premises comprised of Suites 302, 303, 304, 305 and 307 of the Building for a
Term expiring on July 31, 2008; and



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K. Globe wishes to assign Globe’s interest in the Sublease with respect to Suites 302, 303, 304 and
305, comprising 5,404 square feet (the “Assigned Premises”) to Chemokine for the balance of the
Term.



KNOW THEREFORE in consideration of the covenants and consent contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the
parties, the parties agree as follows:




1.0 DEFINED TERMS




     Except as otherwise defined herein, capitalized terms used in this Agreement have the meanings
ascribed to those terms in the Sublease. The term “Sublease” shall mean the Sublease and all
amendments and extensions thereto.



2.0 TENANT’S COVENANTS




     In this agreement (the “Agreement”), the expression “Tenant’s Covenants” means all obligations
of Globe as tenant of the Premises under the Sublease or as may be established by law and, without
limiting the generality of the foregoing, includes the obligation to pay Basic Rent, Rent, and all
other payments owing to the Landlord under the Sublease, whether characterized as Rent or not, and
all other obligations of a tenant under the Sublease, whether expressed as conditions, covenants,
provisos, representations, undertakings, or warranties.



3.0 EFFECTIVE DATE




     In this Agreement, the expression “Effective Date” means January 1, 2007.



4.0 ASSIGNMENT




     As of and effective on the Effective Date, Globe assigns to Chemokine all of Globe’s right,
title, and interest in and to the Sublease as it pertains to the Assigned Premises, subject to
payment by Chemokine of Rent reserved in the Sublease and the observance and performance of the
other Tenant’s Covenants with respect to the Assigned Premises only.



5.0 ASSIGNOR’S REPRESENTATIONS AND WARRANTIES




     Globe represents and warrants to Chemokine that:




	 	(a)	 	the Sublease is good, valid, and subsisting and that the Tenant’s Covenants
have been and will to the Effective Date be duly observed and performed by Globe;




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	 	(b)	 	Globe now has absolute authority to assign the Sublease and the interest of
Globe in the Assigned Premises in the manner aforesaid according to the true intent and
meaning of this Agreement; and
	 
	 	(c)	 	subject to payment of the Rent reserved in the Sublease and observance and
performance of the other Tenant’s Covenants by Chemokine with respect to the Assigned
Premises, Chemokine may enter the Assigned Premises for the balance of the Term for its
own use and benefit, without any interruption by Globe or any person, firm, or
corporation claiming under it.




6.0 GLOBE’S INDEMNITIES



6.1 Globe indemnifies and will hold harmless Chemokine from all actions, suits, costs, losses,
damages, charges, and expenses for or in respect of the performance of the Tenant’s Covenants with
respect to the Assigned Premises for the period up to the Effective Date.




7.0 CHEMOKINE’S COVENANTS




     During the balance of the Term and any renewal thereof, Chemokine will:




	 	(a)	 	pay the Rent reserved at the times and in the manner provided in the Sublease
with respect to Assigned Premises;
	 
	 	(b)	 	not assign the Sublease or sublet or part with possession of the Assigned
Premises or any part thereof without the prior written consent of the Landlord,
requested and granted in accordance with the Sublease;
	 
	 	(c)	 	perform all of the other Tenant’s Covenants as if Chemokine was the tenant
originally named in the Sublease with respect to the Assigned Premises; and
	 
	 	(d)	 	indemnify and save harmless Globe from all actions, suits, costs, losses,
damages, charges, and expenses for or in respect of any breach by Chemokine of the
Tenant’s Covenants with respect to the Assigned Premises arising on and after the
Effective Date.





8.0 CONSENT




     The Landlord hereby consents to the assignment contained in this Agreement.



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9.0 LIMITATION OF CONSENT




     The consent of the Landlord contained in this Agreement is restricted to the assignment set
forth in this Agreement and the Landlord’s consent herein will not be deemed to be a consent to or
waiver of the requirement for the Landlord’s consent to any further or other assignment of the
Sublease or subletting or parting with possession of the Premises or any part thereof.



10.0 SURVIVAL OF PROVISIONS




     The provisions of the Sublease will survive the execution and delivery of this Agreement and
will not merge in this Agreement.



11.0 FURTHER ASSURANCES 




     Each party will, at all times hereafter at the request and cost of any other party, execute
such further and other documents as such other party may reasonably require in order to evidence or
give effect to the terms of this Agreement.



12.0 AMENDMENT OF SUBLEASE




     The Sublease will be deemed to be amended hereby with all necessary changes being made to
incorporate and give effect to the provisions hereof. Save as amended hereby, the parties
acknowledge that the Sublease is otherwise unchanged, and that as amended hereby, the Sublease is
in full force and effect, in accordance with its terms.



13.0 ENUREMENT




     This Agreement will enure to the benefit of and be binding upon the parties and their
respective heirs, administrators, personal representatives, successors, and assigns.



     IN WITNESS WHEREOF the parties executed this Agreement as of the date first above written.



	 	 	 	 	 
	DISCOVERY PARKS TRUST, by its Trustee	 	 
	Discovery Parks Incorporated	 	 
	 
	 	 	 	 
	Per:

	 	/s/ Mark Betteridge 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 
	 
	 	 	 	 
	Per:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 






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	GLOBE LABORATORIES INC.	 	 
	 
	 	 	 	 
	Per:

	 	/s/ Hassan Salari 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 
	 
	 	 	 	 
	Per:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 
	 
	 	 	 	 
	CHEMOKINE THERAPEUTICS (B.C.) CORP.	 	 
	 
	 	 	 	 
	Per:

	 	/s/ Hassan Salari 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 
	 
	 	 	 	 
	Per:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 







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