exv10w2



 





Exhibit 10.2




SUB-LEASE




ARTICLE 1 — BASIC TERMS and SPECIFIC TERMS





	 	1.1	 	The Basic Terms of the Sub-Lease are:





	 	 	 	 	 	 	 
	 

	 	(a)
	 	Landlord:
	 	DISCOVERY PARKS INCORPORATED
	 
	 	 	 	 	 	 
	 

	 	(b)
	 	Landlord’s address:
	 	602 -1401 WEST BROADWAY

VANCOUVER, B.C. V6H 11-12
	 
	 	 	 	 	 	 
	 

	 	(c)
	 	Tenant:
	 	CHEMOKINE THERAPEUTICS INC.
	 
	 	 	 	 	 	 
	 

	 	(d)
	 	Tenant’s address:
	 	Room F-328-2211 Westbrook Mall

Vancouver, B.C. V6T 2B5
	 
	 	 	 	 	 	 
	 

	 	(e)
	 	Covenantor:
	 	Not Applicable
	 
	 	 	 	 	 	 
	 

	 	(f)
	 	Covenantor’s address:
	 	Not Applicable
	 
	 	 	 	 	 	 
	 

	 	(g)
	 	Premises:
	 	202 & 208 — 2386 East Mall, Vancouver, B.C.







	 	(h)	 	Rentable Area of Premises: Suite 202 — 1,335 S.F.;
Suite 208 — 660 S.F.
	 
	 	(i)	 	Term: Two (2) years commencing on the Commencement Date
	 
	 	(j)	 	Commencement Date: June 1, 2000 subject to availability of each
premises. The current tenants will vacate at such time as their new premises
in the Donald Rix. Building is available, such dates not to be later than
September 30, 2000;
	 
	 	(k)	 	Fixturing Period: Not applicable.
	 
	 	(l)	 	Basic Rent:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Suite	 	PSF Per Annum	 	Per Annum	 	Per Month
	202

	 	$	17,50	 	 	$	23,362.56	 	 	$	1,946.88	 
	208

	 	$	14.00	 	 	$	9240.00	 	 	$	770.00	 







	 	(m)	 	Research Activity: Biopharmaceuticals work making compounds and
testing on cell systems and related office activities.
	 
	 	(n)	 	Parking Permits: 4 permits at the Commencement Date of the
Term.
	 
	 	(o)	 	Deposit: $8,359.75
	 
	 	(p)	 	Landlord’s Work: The Premises is being leased on an “As-Is”
basis. No Landlord’s Work to be done.
	 
	 	(q)	 	Costs of Changes to Landlord’s Work: N/A
	 
	 	(r)	 	Renewal Term: One (1) Option to Renew for a term of 1 year (the
“Renewal Term”)





 









 










     The Parties, in consideration of the covenants and agreements in this Sub-Lease contained,
covenant and agree each with the other that the Basic Terms, Standard Provisions and schedules
attached hereto shall form the Sub-Lease, and the Parties shall be bound by the same. Each
reference in the Sub-Lease to any of the Basic Terms shall be construed to include the provisions
set forth in Article I as well as all of the Standard Provisions where the Basic Terms are more
fully set forth.



     IN WITNESS WHEREOF the Landlord, the Tenant and the Covenantor have executed this Sub-Lease as
of the 23rd day of June, 2000.



	 	 	 	 	 
	 	Landlord: 



DISCOVERY PARKS INCORPORATED

 	 
	 	/s/ authorized agent
 	 
	 	 	 
	 	 	 
	 
	 	Tenant:



CHEMOKINE THERAPEUTICS INC

 	 
	 	/s/ authorized agent
 	 
	 	 	 
	 	 	 
	 


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STANDARD TERMS




ARTICLE 2 — DEFINITIONS AND SCHEDULES




     2.1 In this Sub-Lease:




	 	(a)	 	“Activities” means the Research Activities as defined in this
Sub-Lease carried on by the Tenant or any subtenant or occupant on or about the
Premises or the Lands and includes all acts, processes and operations comprised
in those activities and all other acts and operations of the Tenant or any
subtenant or occupant performed or carried on by any of them. on or about the
Premises or the Lands;
	 
	 	(b)	 	“Additional Pollution” means Pollution of the Lands or Building
as disclosed by a Further Audit and which is not Existing Pollution or the
result of the migration of Pollution onto the Lands or Building;
	 
	 	(c)	 	“Affiliate” has the meaning ascribed to it in the Company Act
of British Columbia;
	 
	 	(d)	 	“Article” means an Article in this Sub-Lease and includes all
clauses therein;
	 
	 	(e)	 	“Audit” means the environmental investigation of the Lands and
Building performed by E.B.A. Engineering Consultants Ltd. and dated February,
1994;
	 
	 	(f)	 	“Authority” means any government agency, body, corporation,
organization, department or authority responsible for administering or
enforcing any Law;
	 
	 	(g)	 	“Basic Terms” means the terms as described in Article 1, clause
1.1 of this Sub-Lease;
	 
	 	(h)	 	“Building” means the building situate on the Lands within which
the Premises are located and all improvements thereto;
	 
	 	(i)	 	“Business Days” mean Monday to Friday inclusive in each week,
save and except any such day that shall be declared a statutory holiday in
British Columbia;
	 
	 	(j)	 	“Campus” means the lands and premises situate west of the Point
Grey District of Vancouver, British Columbia and shown in heavy outline in
Schedule B attached hereto and forming part hereof;
	 
	 	(k)	 	“Commencement Date of Term” means that date as specified in the
Basic Terms, but subject to the provisions of Article 4 herein;
	 
	 	(l)	 	“Common Areas and Facilities” means those areas and facilities
of the Lands and/or the Building that are designated by the Landlord as common
areas and facilities, which designation may be changed by the Landlord from
time to time, including but not limited to the electrical, mechanical, heating,
ventilating, air-conditioning, plumbing and drainage systems, the




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	 	 	 	roof, exterior walls and entrances, canopies, elevator, lighting, fire
prevention, security and installations and any enclosures therefor;






	 	(m)	 	“Complementary Facilities” means facilities on the Campus such
as roadways, parking areas and other improvements which are to be used in
connection with the operations of the Tenant and others;
	 
	 	(n)	 	“Consultant” means any qualified environmental consultant
designated in writing by the Landlord;
	 
	 	(o)	 	“Development Guidelines” means those guidelines identified from
time to time as such by the Head Landlord for the orderly development and
operation of buildings on the Campus or any improvements thereon;
	 
	 	(p)	 	“Easement Area” means those areas shown in heavy outline and in
cross hatch on plan LMP22687 deposited in the Vancouver Land Title Office on
April 18, 1995, comprising 1.14 ha and 0.202 ha., more or less;
	 
	 	(q)	 	“Environment” has the meaning given to it in the Canadian
Environment Protection Act (Canada) from time to time;
	 
	 	(r)	 	“Exclusive Supplier” means a manufacturer and/or supplier of
products or services with whom the Head Landlord has entered into a Strategic
Alliance for the exclusive advertising, supply and sale of that manufacturer’s
or supplier’s products and/or services throughout the Campus;
	 
	 	(s)	 	“Existing Pollution” means the Pollution of the Lands or
Building, if any, disclosed by the Audit;
	 
	 	(t)	 	“Further Audit” means an environmental audit of the Lands and
Building performed by the Consultant on behalf of the Landlord or the Head
Landlord to determine the existence, nature and extent of any Additional
Pollution and to determine what Remedial Action if any is necessary with
respect to any Additional Pollution and to determine the cost of remediating
that Additional Pollution;
	 
	 	(u)	 	“Head Landlord” means The University of British Columbia;
	 
	 	(v)	 	“Head Lease” means the lease of the Lands between the Head
Landlord as landlord and the Landlord as tenant and dated for reference July
15, 1999, a copy of which is available at the office of the Landlord for the
review of the Tenant;
	 
	 	(w)	 	“Landlord’s Work” means work to be carried out and completed by
the Landlord as described in the Basic Terms;
	 
	 	(x)	 	“Lands” means those lands forming part of the Campus situate at
the north east corner of the Agronomy Road/East Mall intersection of the Campus
comprising 0.139 ha., more or less and shown in heavy outline and dotted on
Reference Plan LMP22687 deposited in the Vancouver Land Title Office on April
18, 1995. The entire parcel of which the Lands form a part is legally
described as:




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Vancouver Assessment Area

Parcel Identifier 015-940-357

DL 4805

Except portions in plan 9301 and

SRW plan 20570;





	 	(y)	 	“Law” means any Federal, Provincial, Municipal and other
governmental laws and regulations relating to protection of the environment or
its Pollution including without limitation, the Canadian Environmental
Protection Act (Canada) and the Waste Management Act (British Columbia) and the
regulations made under them and includes any amendment, revision, re-enactment
or replacement of any such Law, regulation or by-law;
	 
	 	(z)	 	“Lease Year” means after the reference date of this Sub-Lease,
the 12 month period commencing on January 1 and ending on December 31 during
each year of the Term, provided that the first Lease Year shall commence on the
Commencement Date set out in Article 4 and end on the last day of the following
December and the last Lease Year shall end on the last day of the Term and
commence on the preceding first day of January;
	 
	 	(aa)	 	“Main Campus Plan” means The University of British Columbia
Main Campus Plan 1992 as adopted by the UBC Board of Governors and as amended
up to the date of the Head Lease;
	 
	 	(bb)	 	“Medium” means any land, water or air and includes the Lands,
Building and Premises;
	 
	 	(cc)	 	“Normal Business Hours” means the hours on Business Days from
8:00 a.m. to 6:00 p.m.;
	 
	 	(dd)	 	“Notice of Non-Compliance” means any written notice,
requisition, requirement or order made by an authority having jurisdiction
under any Law relating to the Lands or Building, Pollution of the Lands or
Building or the Activities;
	 
	 	(ee)	 	“Occupancy” means the Premises are substantially ready for
occupancy by the Tenant to carry on its permitted uses under this Sub-Lease,
regardless of whether the Tenant actually occupies the Premises;
	 
	 	(ff)	 	“Operating Expenses” means the total of the Landlord’s costs
and expenses for any period of every kind and nature incurred in connection
with the management, operation, maintenance, repair and replacement of the
Lands and Building and every part thereof, such costs and expenses to include
without limitation and without duplication of expense:






	 	(i)	 	The total annual cost incurred by the Landlord
of insuring the Head Landlord, the Landlord, the Lands, the Building,
and the improvements and equipment and other property in the Building
and facilities of the Building against property damage, rental loss,
general liability and such other perils as the Landlord or Head
Landlord may require, acting reasonably, from time to time, in such
manner, with such companies and firms, with such coverage




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	 	 	 	and in such amounts as the Landlord, or its mortgagees or the Head
Landlord may, from time to time, determine;






	 	(ii)	 	costs of janitorial, security services and
devices and patrols, cleaning, snow and ice removal, garbage and waste
collection and disposal, operating and maintaining supply loading and
receiving areas and truck docks;
	 
	 	(iii)	 	costs of lighting, (including ballasts,
starters and tubes but excluding specialty lighting installed by or for
tenants) electricity, telephone, gas, steam, hot and cold water, and
all other utilities, loud-speakers, public address and musical
broadcasting systems, fire prevention and alarm systems and the cost of
any signs;
	 
	 	(iv)	 	salaries and wages of all personnel including
supervisory personnel and head office personnel who perform duties with
respect to the Lands and Building and the operations of the Landlord
with respect to the Lands and Building, including contributions towards
usual fringe benefits, unemployment insurance, pension plan
contributions and similar contributions, provided that if the personnel
are employed in performing duties for properties in addition to the
Lands and Building, then such part of the salaries and wages and other
costs as are attributable to the work done on other properties shall
not be included in Operating Expenses;
	 
	 	(v)	 	the rental and cost of acquisition, provision,
operation, maintenance, repairs and replacement of any equipment
including telephone entry systems, security devices and services;
	 
	 	(vi)	 	the cost of building supplies used by the
Landlord in the cleaning and maintenance of the Lands and Building and
the costs of employee uniforms and drycleaning;
	 
	 	(vii)	 	heating, air-conditioning and ventilation
costs for the Building;
	 
	 	(viii)	 	service contracts with independent contractors for goods and services
supplied to the Lands and Building;
	 
	 	(ix)	 	repair and replacements (except where the cost
of any such replacements are directly attributable to inherent
structural defects) to and maintenance, decoration and operation of the
Lands and surrounding areas and Building including all fixtures, the
cost of gardening and landscaping maintenance and any grade level
improvements and equipment;
	 
	 	(x)	 	depreciation and interest costs with respect to
machinery, equipment, systems, property or facilities installed in or
used in connection with the Lands or Building;
	 
	 	(xi)	 	energy saving expenses for the Building;
	 
	 	(xii)	 	engineering, accounting, legal and other
consulting and professional services, including the cost of preparing
statements of Operating Expenses;










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	 	(xiii)	 	a fee for the management of the Lands and the Building incurred by
the Landlord with third party managers, or if the Landlord manages the
Building, 4% of the total rent for the Building, calculated as if the
Building was fully leased at market terms and occupied;
	 
	 	(xiv)	 	all costs payable by the Landlord pursuant to
the Head Lease, including without limitation and without duplication,
the Service Levy and all charges by the Head Landlord under the Head
Lease except the Minimum Rent and Net Rent as defined in the Head
Lease;
	 
	 	(xv)	 	all other property management costs, expenses
and outlays incurred by the Landlord with respect to the Lands and the
Building, the supply of office space and services attributable to the
Lands and Building and the operation and management thereof;






	 	 	 	and there shall be deducted from such costs and expenses to the extent the
same have been included in costs and expenses:






	 	(xvi)	 	amounts directly chargeable (as distinguished
from shared costs) by the Landlord to the Tenant hereunder or which
would be similarly directly chargeable to another tenant as otherwise
provided herein or in such tenant’s lease, and amounts for marketing,
commissions for leasing premises and expenditures for tenant
inducements;
	 
	 	(xvii)	 	costs for which the Landlord is reimbursed by the proceeds of
insurance claims to the extent of such reimbursement.






	 	 	 	If the Building is not 100% completed or occupied during the whole of any
period for which Operating Expenses are being calculated, the Operating
Expenses shall be calculated by including such additional costs as would
have been incurred if the Building had been 100% completed and occupied
during such period, as reasonably determined by the Landlord;






	 	(gg)	 	“Parties” shall mean the parties to this Sub-Lease;
	 
	 	(hh)	 	“Person” includes a person, firm, corporation, partnership,
group of persons, or any combination of them, and the personal or other legal
representatives of such person to whom the context can apply at law;
	 
	 	(ii)	 	“Pollute” is a verb which means to Release into or unto any
Medium any Substance that:






	 	(i)	 	alters the physical, biological or chemical
nature of that Medium,
	 
	 	(ii)	 	alters the capacity of the Medium to support
any living thing whether animal or plant life,
	 
	 	(iii)	 	injures or is capable of injuring the health
or safety of a person in or near the Medium,










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	 	(iv)	 	injures or is capable of injuring property or
any life form in or near the Medium,
	 
	 	(v)	 	interferes with or is capable of interfering
with visibility or the dispersion of light or any photochemical
activity within the Medium,
	 
	 	(vi)	 	interferes with or is capable of interfering
with normal conduct of business in, on, near or from the Medium,
	 
	 	(vii)	 	causes or is capable of causing physical
discomfort to a person in, on or near the Medium,
	 
	 	(viii)	 	damages or is capable of damaging the Environment, or
	 
	 	(ix)	 	is Special Waste,






	 	 	 	and such Release is prohibited, regulated, controlled or licensed under any
Law and “Polluted” is an adjective and “Pollution” and “Pollutant” are nouns
which have meanings that correspond to the meaning contained in this clause.






	 	(jj)	 	“Premises” means the portion of the Building hereby leased to
the Tenant designated as “Premises” on the sketch attached hereto as Schedule
“C”. The Landlord may make variations to the boundaries of the Premises from
those shown on Schedule C provided that the variations do not materially
adversely affect the use of the Premises for the purpose provided herein;
	 
	 	(kk)	 	“Prime Rate” means the rate of interest per annum (regardless
of how or when calculated) designated from time to time by the Landlord’s
principal banker (the “Bank”) as being the prime commercial lending rate (now
commonly known as the Bank’s prime rate) charged by the Bank for demand loans
in Canadian funds made at the main branch of the Bank in Vancouver, British
Columbia, and if at any time there is more than one prime commercial lending
rate of the Bank then the Prime Rate shall be the highest prime commercial
lending rate of the Bank;
	 
	 	(ll)	 	“Release” includes release, store, manufacture treat, generate,
transport, spill, leak, pump, pour, dump, abandon, emit, empty, discharge,
spray, inoculate, deposit, seep, throw, place, exhaust, inject, escape, leach,
dispose, infuse or introduce;
	 
	 	(mm)	 	“Remedial Action” means any act, measure, work or thing done,
taken, carried out, acquired or constructed that is or may be reasonably
necessary to investigate, assess, control, abate, dissipate, render harmless,
mitigate or remove Pollution in accordance with the requirements of any
Authority having jurisdiction over a Pollutant;
	 
	 	(nn)	 	“Rent” means the Rent set out in clause 5.1 and all other money
payable by the Tenant under this Sub-Lease whether or not designated as “Rent”,
excluding goods and services taxes payable by the Tenant;
	 
	 	(oo)	 	“Rentable Area” means an area which, in the case of the
Building, shall be calculated as if the entire Building were let to tenants
occupying whole




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	 	 	 	floors; in the case of premises occupying a whole floor, shall include the
area occupied, measured from the interior glass line of exterior glazing and
shall include elevator lobbies, washrooms, electric and communication
closets, janitor’s closets, flues, wet stacks, venting and ducting shafts,
vertical ducts and the walls enclosing them and other closets within and
exclusively serving that floor, and a portion of electrical and other
equipment rooms in the Building, main lobbies and meeting rooms available in
the Building for the use of tenants as determined by the Landlord, acting
reasonably; in the case of premises occupying less than a whole floor, shall
include the area occupied measured from the interior glass line of exterior
glazing to the office side of corridor walls and to the centre of partitions
separating the premises from adjoining premises, to which shall be added a
portion as determined by the Landlord, acting reasonably so as to provide
for the Basic Rent payable as if whole floors were rented, of the area of
the corridors, elevator lobbies, washrooms, electric and communication
closets, janitor’s closets, flues, wet stacks, shafts, vertical ducts and
the walls enclosing them, other closets within and exclusively serving that
floor, electrical and other equipment rooms in the Building, main lobbies
and meeting rooms in the Building for the use of tenants; but Rentable Area
shall not include pipe shafts for the air handling unit, stairs (unless
installed for the exclusive benefit of a tenant), or elevator shafts; and no
deductions shall be made for vestibules inside the Building line or for
columns and projections necessary to the Building;






	 	(pp)	 	“Research Activity” means the carrying on or application of
scientific and technological research and development as described in the Basic
Terms in cooperation with governments, business and industry, foundations,
universities and other educational institutions in the application of science
and technology for the development of industry in British Columbia and shall,
subject to the other terms of this Sub-Lease, include the right of the Tenant
to develop and construct prototypes of goods or products, for the purpose of
further research, development and testing as part of the carrying on of the
Research Activity. In the process of developing the scientific and
technological research and development, certain goods and products may be
offered for sale;
	 
	 	(qq)	 	“Sales Taxes” means any and all taxes, fees, charges,
assessments, rates, levies, duties and excises (whether characterized as sales
taxes, purchase taxes, value added taxes, goods and services taxes or any other
form of tax) which are imposed on the Tenant or the Landlord or for which the
Landlord or Tenant is obliged to pay, or to collect from the Tenant, and which
are levied, rated or assessed on the act of entering into this Sub-Lease or
otherwise on account of this Sub-Lease, on the use or the occupancy of the
Lands and Building or any portion of the Lands and Building, on the Rent
payable under this Sub-Lease or any portion of the Rent or in connection with
the business of renting the Lands or Building or any portion thereof and
include all such taxes, fees, charges, assessments, rates, levies, duties and
excises with respect to:






	 	(i)	 	any or all amounts paid or payable by the
Landlord for goods and services, repairs, maintenance, real estate
taxes, insurance, and all other outlays and expenditures (including
capital expenditures) for and in connections with the Lands and the
Building, including




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	 	 	 	without limiting the generality of the foregoing, repairs,
maintenance and replacements in respect of the Building;






	 	(ii)	 	any or all amounts paid or payable by the
Tenant pursuant to this Sub-Lease, including Rents; and
	 
	 	(iii)	 	this Sub-Lease or services or goods supplied
or provided or deemed to have been supplied or provided by the Landlord
or which the Landlord is deemed responsible to provide in accordance
with the terms of this Sub-Lease or the consideration for such goods
and services,






	 	 	 	whether in each case characterized as goods and services tax, sales tax,
multi-stage sales tax, value added tax, consumption tax or any other tax,
levy, duty or assessment. Provided however, Sales Taxes shall exclude
income tax under Part I of the Income Tax Act of Canada, the Tenant’s Taxes
and the Taxes;






	 	(rr)	 	“Service Levy” means the charge levied by the Head Landlord
against the Landlord for the use of certain services, sometimes provided by
municipalities or other public authorities and for the use of the Complementary
Facilities both of which are provided by the Head Landlord to all tenants
located on the Campus;
	 
	 	(ss)	 	“Special Waste” has the meaning given to it in the Waste
Management Act (British Columbia) but if the Waste Management Act (British
Columbia) is repealed, “Special Waste” has the meaning given to it on the day
immediately proceeding the repeal of that Act or if that Act is amended so that
the term “Special Waste” is no longer used in it then “Special Waste” has the
same meaning as the term which replaces it in that Act;
	 
	 	(tt)	 	“Strategic Alliance” means the exclusive sponsorship,
advertising and/or supply arrangements set out in any agreement that the Head
Landlord has entered into in writing with an Exclusive Supplier whereby
restrictions are imposed on the activities of the occupants of premises on the
Campus and pursuant to which the Landlord has an obligation to observe such
restrictions and to have each tenant covenant to observe such restrictions;
	 
	 	(uu)	 	“Sub-Lease” means this Sub-Lease, including all schedules
attached hereto and forming part hereof and any amendments in writing signed by
the Parties;
	 
	 	(vv)	 	“Substance” means any hazardous material or matter, whether in
liquid, solid, gas or other form, that is prohibited, regulated, controlled or
licensed by any Laws;
	 
	 	(ww)	 	“Taxes” means all taxes, fees, levies, charges, assessments,
rates, duties and excises which are or may hereafter be levied, imposed, rated
or assessed upon or with respect to the Lands and Building or any part of the
Lands and Building or any personal property of the Landlord used therefor, by
the Government of Canada, the Government of British Columbia, or any political
subdivision, political corporation, district, municipality, city, aboriginal
group or other political or public entity,










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	 	 	 	whether or not now customary or in the contemplation of the parties on the
date of this Sub-Lease. Without restricting the generality of the
foregoing, Taxes shall include all:






	 	(i)	 	real property taxes, general and special
assessments and capital taxes, and business taxes of the Landlord with
respect to the Lands or Building or the undertaking of the Landlord
thereon,
	 
	 	(ii)	 	taxes, fees, levies, charges, assessments,
rates, duties and excises for transit, housing, schools, police, fire,
sewer or other governmental services or for purported benefits to the
Lands and Building,
	 
	 	(iii)	 	local improvement taxes, service payments in
lieu of taxes, and taxes, fees, levies, charges, assessments, rates,
duties and excises, however described, that may be levied, rated or
assessed as a substitute for, or as an addition to, in whole or in
part, any property taxes or local improvement taxes, and
	 
	 	(iv)	 	costs and expenses including legal fees and
other professional fees and interest and penalties on deferred
payments, incurred by the Landlord in contesting or appealing any
taxes, assessments, rates, levies, duties, excises, charges or other
amounts as aforesaid,






	 	 	 	but Taxes shall exclude income tax under Part I of the Income Tax Act of
Canada, the Tenant’s Taxes and the Sales Taxes. If the Building is not 100%
completed or occupied during the whole of any period for which Taxes are
being calculated, the Taxes shall be calculated by including such additional
amounts as would have been assessed if the Building had been 100% completed
and occupied during such period, as reasonably determined by the Landlord;






	 	(xx)	 	“Tenant’s Proportionate Share” means that proportion, the
numerator of which is the Rentable Area of the Premises and the denominator of
which is the Rentable Area of the Building;
	 
	 	(yy)	 	“Tenant’s Taxes” means all taxes, fees, levies, charges,
assessments, rates, duties and excises which are now or may hereafter be
levied, imposed, rated or assessed by any lawful authority relating to or in
respect of the business of the Tenant or relating to or in respect of personal
property and all business and trade fixtures, machinery and equipment, cabinet
work, furniture and movable partitions owned or installed by the Tenant or
being the property of the Tenant, or relating to or in respect of improvements
to the Lands built, made or installed by the Tenant or on behalf of the Tenant
or at the Tenant’s request whether any such amounts are payable by law by the
Tenant or by the Landlord and whether such amounts are included by the taxing
authority in the Taxes;
	 
	 	(zz)	 	“Term” means the period of time described in Article 4 hereof;
	 
	 	(aaa)	 	“Transferee” means the assignee, subtenant, purchaser,
mortgagee or other party acquiring an interest in this Sub-Lease from the
Tenant;










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	 	(bbb)	 	“Works” means any alteration, improvement, structure, building
or work constructed or to be constructed by or on behalf of the Tenant on the
Lands.





SCHEDULES




     2.2 The following schedules attached hereto form part of this Sub-Lease:



	 	 	 	 	 
	Schedule A.
	 	—
	 	Landlord’s Work
	Schedule 13
	 	—
	 	Plan of Campus
	Schedule C
	 	—
	 	Premises
	Schedule D
	 	—
	 	Exclusive Suppliers






ARTICLE 3 — DEMISE AND EASEMENT




     3.1 In consideration of the Rent prescribed herein and the faithful performance by the Tenant
of the terms, covenants and conditions herein on the part of the Tenant to be kept and performed
the Landlord hereby leases to the Tenant and the Tenant hereby leases from the Landlord the
Premises for the Term.



     3.2 For the Term the Tenant shall be entitled, in common with all others entitled thereto, to
the enjoyment as appurtenant to the Premises, for itself, its invitees and licensees, of the right,
privilege and license over the common roadways on the Campus for the purposes of access and egress
to and from the Premises. The Head Landlord may alter the boundaries or change the location of any
of the roadways and walkways from time to time so long as adequate access to and egress from the
Premises is provided.



     3.3 The Tenant’s entitlement to park on the Campus is subject to the Tenant satisfying the
rules and regulations of the Head Landlord generally adopted for parking on the Campus. The Tenant
and its invitees and licensees shall not park except in the areas designated by the Head Landlord
for parking, and then only with valid parking permits permitting parking in such area properly
displayed in accordance with the rules and regulations adopted by the Head Landlord from time to
time. The Tenant shall pay all fees imposed by the Head Landlord for parking, and all fines and
charges (including without limitation, charges for impounding and towing) imposed on the vehicles
of the Tenant, its invitees and licensees. At the Commencement Date of the Term the Tenant shall
be entitled, at the Tenant’s cost, to the number of parking permits described in the Basic Terms
and provided that the Tenant then acquires such permits, the Tenant shall be responsible for the
costs of such parking permits and the due observance and performance of the rules and regulations
imposed by the Head Landlord from time to time with respect to the same.



     3.4 The Tenant shall not register this Sub-Lease in the appropriate land title office or
elsewhere without the prior written consent of the Landlord, which consent may require the Tenant
to post with the Landlord security for the performance of the Tenant’s obligations and shall
require the Tenant to bear all costs of registration and of preparation and registration of
appropriate plans and of registration of a discharge of this Sub-Lease at the termination of the
same, if registered.




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ARTICLE 4 — TERM OF SUB-LEASE




     4.1 Subject to the provisions of clause 4.2, the Term of this Sub-Lease shall commence on the
date described as the Commencement Date of the Term in the Basic Terms and shall continue for the
Term described in the Basic Terms unless sooner terminated as herein provided.



     4.2 If the Landlord is delayed in completing the Landlord’s Work or providing possession of
the Premises for any reason other than due to a default of the Tenant, the Commencement Date of the
Term shall be extended to the date that is the number of days set out in the Basic Terms as the
fixturing period after the date that the Landlord has notified the Tenant that the Tenant may have
non-exclusive access to the Premises for the purpose of installing the Tenant’s trade fixtures. If
the Landlord is delayed in providing possession of the Premises due to the Tenant’s default, the
Landlord may elect to terminate this Sub-Lease and the deposit described in the Basic Terms and all
amounts payable by the Tenant for the Landlord’s Work shall be immediately due and payable by the
Tenant to the Landlord as an estimate of the damages suffered by the Landlord for the Tenant’s
default, or the Landlord may elect to continue this Sub-Lease and enforce the terms thereof
whereupon the Commencement Date of the Term shall be that date set out in the Basic Terms as the
estimated Commencement Date of the Term.



ARTICLE 5 — RENT AND DEPOSIT




     5.1 The Tenant covenants and agrees to pay to the Landlord, or as the Landlord may in writing
direct, Rent which shall be the aggregate of the sums specified in clauses (a), (b) and (c) of this
clause:




	 	(a)	 	as Basic Rent the sum per square foot of Rentable Area of the
Premises per annum as set out in the Basic Terms;
	 
	 	(b)	 	the Tenant’s Proportionate Share of Operating Expenses and
Taxes charged for each Lease Year; and
	 
	 	(c)	 	all other amounts payable by the Tenant to the Landlord as
provided in this Sub-Lease.





     5.2 The Tenant shall also pay all costs and all utilities referred to in clause 5.6, all
Tenant’s Taxes, and all Sales Taxes. The Landlord shall be entitled to collect any such amount
that is not so paid by the Tenant as rent in arrears.



     5.3 The Tenant shall pay the Basic Rent in equal monthly installments in advance on the first
day of each month in the amounts as set out in the Basic Terms, and the Tenant shall pay the rent
described in clause 5.1(b) and clause 5.2 from time to time in accordance with the provisions of
Article 6.



     5.4 The Tenant shall pay the Deposit as set out in the Basic Terms and the Landlord may apply
the same against amounts due by the Tenant to the Landlord in the Landlord’s sole discretion. If
the Landlord has not applied the said Deposit, it shall be credited against the amounts payable for
the last months’ Rent, with the monies applied firstly against the amount payable for the last
month’s Rent.



     5.5 The Tenant shall deliver to the Landlord at its request receipts for payments of all Taxes
and Tenant’s Taxes payable by the Tenant, notices of assessments for Taxes or Tenant’s Taxes or
other assessments received by the Tenant that relate to the Premises, and whatever other
information relating to Taxes and Tenant’s Taxes that the Landlord reasonably requests from



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time to time. The Tenant shall deliver to the Landlord at least 10 days before the last date
for filing appeals, notice of any appeal or contestation that the Tenant intends to institute with
respect to Taxes or Tenant’s Taxes payable by the Tenant and obtain the prior written consent of
the Landlord for the appeal or contestation, which consent shall not be unreasonably withheld. If
the Tenant obtains the Landlord’s consent and does not pay the Taxes or Tenant’s Taxes before the
appeal or contestation, the Tenant shall deliver to the Landlord whatever security for the payment
of the Taxes or Tenant’s Taxes as the Landlord reasonably requires, and the Tenant shall promptly
and diligently prosecute the appeal or contestation, and keep the Landlord informed on all aspects
of it. The Tenant shall indemnify and save the Landlord harmless from all loss, cost, charges and
expenses arising from Taxes or Tenant’s Taxes as well as any taxes, rates, levies and assessments
that may be levied or imposed in place of Taxes or Tenant’s Taxes, whether against the Landlord or
the Tenant including but not limited to, increases in Taxes or Tenant’s Taxes arising out of an
appeal or contestation by the Tenant. The Tenant shall deliver to the Landlord any security for
such an increase in Taxes or Tenant’s Taxes or any other taxes that the Landlord reasonably
requires.




     5.6 The Landlord and Tenant agree that this Sub-Lease is absolutely net to the Landlord except
as otherwise provided in this Sub-Lease, and that all costs with respect to the Premises, and the
Tenant’s Proportionate Share of all costs with respect to the Lands and Building, without
duplication, shall be paid by the Tenant and without limiting the generality of the foregoing, the
Tenant shall pay promptly as the same become due and indemnify the Landlord against:




	 	(a)	 	the costs of all utilities and other services required by the
Tenant to properly service the Premises;
	 
	 	(b)	 	all rates for electricity, gas, scavenging, sewage, telephone,
water, steam and other utilities and services used upon or furnished to the
Premises during the Term;
	 
	 	(c)	 	all costs of all maintenance, repairs and replacements to the
Premises except as provided in clause 19.4;
	 
	 	(d)	 	every cost with respect to the provision of security services
to the Premises, such services and patrols to be provided by the Landlord or as
the Landlord may otherwise determine;
	 
	 	(e)	 	every cost payable by the Landlord incurred with respect to the
Tenant or the Premises and not otherwise provided for herein.





     5.7 All payments by the Tenant to the Landlord of whatsoever nature required or contemplated
by this Sub-Lease including all payments of Basic Rent shall be:




	 	(a)	 	paid to the Landlord by the Tenant by either post-dated cheques
for such portion of the Term as required by the Landlord from time to time or
by pre-authorized payment permitting the Landlord to withdraw from the bank
account of the Tenant the Rent payable from time to time by the Tenant;
	 
	 	(b)	 	made when due hereunder, without prior demand, without any set
off; compensation or deduction whatsoever, at the office of the Landlord as set
out above or at such place as the Landlord may designate in writing from time
to time to the Tenant;




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	 	(c)	 	applied towards amounts then outstanding hereunder, in such
manner as the Landlord may see fit; and
	 
	 	(d)	 	shall be payable and recoverable as Rent, such that the
Landlord shall have all rights and remedies against the Tenant for default in
making any such payment which may not be expressly designated as Rent as the
Landlord has for default in payment of Rent.





     5.8 All Rent reserved herein shall be deemed to accrue from day to day and if for any reason
it shall become necessary to calculate the same for irregular periods of less than 12 consecutive
months an appropriate pro-rata adjustment shall be made on a daily basis in order to compute for
such irregular period.



     5.9 The Tenant hereby waives and renounces any and all existing and future claims, off sets
and compensation against any Rent or other amounts due hereunder and agrees to pay such Rent and
other amount regardless of any claim, set-off or compensation which may be asserted by the Tenant
or on its behalf.



ARTICLE 6 — OPERATING EXPENSES AND OTHER COSTS




     6.1 As soon as reasonably possible after the Commencement Date and after the commencement of
each Lease Year, and from time to time as the Landlord revises the estimate, the Landlord shall
furnish to the Tenant an estimate of the Operating Expenses, Taxes, and other amounts payable by
the Tenant to the Landlord under this Sub-Lease (excluding Basic Rent) for the period described in
such estimate or revised estimate. The Tenant shall pay to the Landlord on the first day of each
month the estimated monthly amount. If the Landlord has not furnished to the Tenant the estimate
aforesaid, the Tenant shall pay to the Landlord the amount due aforesaid as soon as such estimate
is furnished by the Landlord to the Tenant.



     6.2 If the actual Operating Expenses, Taxes and other amounts payable by the Tenant exceed the
estimated amounts for the period of the Term for which the Landlord has provided the estimate, the
Tenant agrees to pay within ten days of written demand by the Landlord such actual amounts properly
allocated to the Tenant in accordance with the terms of this Sub-lease, subject to credit being
given for the monthly payments made under the provisions of clause 6.1 hereof. The Landlord shall
refund to the Tenant or give credit to the Tenant for the amount of any overpayment made by the
Tenant occasioned by the actual Operating Expenses, Taxes and other amounts payable by the Tenant
for such period being less than the estimate of the same paid by the Tenant for such period. The
certificate of a chartered accountant appointed by the Landlord shall, in the event of dispute, be
conclusive and binding upon the Landlord and the Tenant as to any amounts payable under this clause
6.2.



     6.3 Notwithstanding any other provision in this Sub-Lease, the Landlord may at any time
allocate any particular cost, including a cost forming part of the Operating Expenses or Taxes
amongst the tenants in the Building based on the extent that such tenants benefit from such cost or
such cost is properly allocable to the Lands, the Building or tenants, as determined by the
Landlord acting reasonably, and the Tenant covenants to pay any such cost so allocated to the
Tenant by the Landlord. Any cost allocated by the Landlord under this clause or similar clauses in
other leases of premises in the Building shall not be included in the Operating Expenses, Taxes or
other costs payable by the Tenant under clauses 6.1 and 6.2. Any cost allocated to the Tenant
under this clause shall be paid by the Tenant to the Landlord upon demand or at the option of the
Landlord with respect to any particular cost in the same manner and at the same time the Tenant
pays to the Landlord the Tenant’s Proportionate Share of the Operating Expenses.



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     6.4 The Tenant covenants with the Landlord to cooperate with the Landlord in the conservation
of all forms of energy in the Building, including without limitation the Premises, and to cooperate
with the Landlord with respect to all programs and systems instituted by the Landlord in connection
with reducing the costs of energy consumed in the Building including the Premises. If the Landlord
decides from time to time to install any machinery, equipment, facilities, systems or property
which has the purpose or intention of conserving energy consumed in the Building, including the
Premises, the Tenant agrees with the Landlord to pay the Tenant’s Proportionate Share of the
amortized costs using generally accepted accounting principles, of such machinery, equipment,
facilities, systems and property.



ARTICLE 7 — SALES TAXES AND TENANT’S TAXES




     7.1 It is the intention of the parties that the Landlord shall be fully reimbursed by the
Tenant in respect of any and all Sales Taxes payable by the Landlord. The amount of the Sales
Taxes so payable by the Tenant shall be calculated by the Landlord in accordance with the
applicable legislation and shall be paid to the Landlord at the same time as the amounts to which
such Sales Taxes apply are payable to the Landlord under the terms of this Sub-Lease or upon demand
at such other time or times as the Landlord from time to time determines. Notwithstanding anything
in this Sub-Lease to the contrary, the amounts payable by the Tenant under this clause 7.1 shall be
deemed not to be Rent, but the Landlord shall have all of the same rights and remedies for the
recovery of such amounts as it has for recovery of Rent under this Sub-Lease.



     7.2 Upon written request of the Landlord the Tenant will promptly deliver to the Landlord for
inspection, receipts for payment of all Tenant’s Taxes and all utilities and other costs paid
directly by the Tenant to the appropriate collecting authority.



     7.3 If the Landlord is required by lawful authority or considers it desirable to pay the
Tenant’s Taxes, utilities or other costs which the Tenant fails or neglects to pay, the Tenant
shall pay the amount thereof to the Landlord forthwith after written request therefor.



ARTICLE 8 — INSURANCE




     8.1 The Tenant shall obtain and keep in force throughout the Term All Risk property insurance
including coverage for flood and earthquakes and such, other coverage as the Landlord may
reasonably require, on all tenant’s trade fixtures and any improvements made by or at the cost or
request of the Tenant and all of the Tenant’s equipment located on the Premises. The amount of
such insurance shall be the full replacement value of all trade fixtures, improvements made by the
Tenant and equipment on the Premises.



     8.2 The policies of insurance provided for in clause 8.1 shall name the Landlord and Head
Landlord as insureds and shall be payable to the Landlord, its mortgagees, the Head Landlord and
the Tenant, as their respective interests may appear, and any major loss adjustment shall require
the written consent of each of them with an interest therein. The parties hereto agree that the
proceeds paid by any such insurer shall be applied to reconstruct or replace the improvements made
by the Tenant and the trade fixtures and equipment of the Tenant provided however that if this
Sub-Lease is terminated pursuant to Article 19, the proceeds from the insurance shall be paid to
the Tenant.



     8.3 Throughout the Term the Tenant shall obtain and keep in force general liability insurance
fully insuring against liability of the Tenant with respect to the Premises or arising out of the
maintenance, use or occupation thereof. Such policy shall be in an amount of not less than $5
Million per occurrence at the commencement of the Term, and thereafter in such amounts as the
Landlord may reasonably require. The general liability policy shall name the Landlord and



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Head Landlord, their respective officers, directors, trustees, governors, employees and agents
as additional named insureds, shall contain a cross liability clause and broad form coverage for
contractual liability and such insurance shall be primary in respect of claims and shall not
participate in or be excess over any insurance carried by the Landlord or the Head Landlord. The
Tenant shall obtain and keep in force liability insurance for all motor vehicles, owned and
non-owned, operated on the Campus and such other types of insurance as the Landlord may reasonably
require.




     8.4 All of the insurance provided for in clause 8.1 and 8.3 and all renewals thereof shall be
issued by such reputable and duly qualified insurers and in such form and substance as are approved
by the Landlord, such approval not to be unreasonably withheld. All policies provided for in
clauses 8.1 and 8.3 shall expressly provide that the policy shall not be cancelled or altered
without 60 days, prior written notice to the Landlord and Head Landlord, and that all rights of
subrogation against the Landlord and Head Landlord are waived. Upon the issue and each renewal
thereof, each policy or a certified duplicate thereof or other satisfactory evidence of adequate
insurance shall be delivered to the Landlord. Proof of payment of premiums for insurance shall
also be delivered to the Landlord if requested.



     8.5 The Tenant waives as against the Landlord, the Head Landlord, their respective officers,
directors, governors, employees and agents each claim and demand of every nature whatsoever for
damage, loss or injury to the Premises, the improvements and property of the Tenant, its invitees
and licensees which shall be caused by or result from fire or other perils, events or happenings
which ought to have been covered by insurance, or is covered by insurance pursuant to this
Sub-Lease, whether or not such claim is covered by insurance. The Tenant hereby releases the
Landlord, the Head Landlord, their respective officers, directors, trustees, governors, employees
and agents from all liability with respect to such damage, loss or injury.



ARTICLE 9 — USE OF THE PREMISES




     9.1 The Tenant shall not use the Premises, nor permit them to be used for any purpose other
than for the Research Activity unless the written consent of the Landlord is first obtained.
Provided that the Landlord has not previously consented to such use, the Landlord may prohibit any
use which in the Landlord’s sole and absolute discretion is inconsistent or incompatible with the
definition of Research Activity as is herein contained, or might cause a nuisance, annoyance or
disturbance to the Landlord or its other tenants, its employees, the Head Landlord, faculty or
students, or to the owners or occupiers of property adjoining the Campus or if the Head Landlord,
being so entitled, objects to such use. The Tenant acknowledges that the Head Landlord, if it has
not previously consented to such use, may object to a use if it is inconsistent or incompatible
with the definition of Research Activity or the proposed research activity or other business of the
Tenant or its affiliates might cause public relations problems for the Head Landlord or if the
research activities or other businesses of the Tenant or its affiliates are conducted in a manner
which is contrary to the Head Landlord’s published policies in connection therewith.



     9.2 The Tenant has satisfied itself that the Premises once completed in accordance with the
Landlord’s Work will be suitable for the use permitted herein for which the Premises are leased.
The taking of occupation of the Premises by the Tenant shall be deemed to be acknowledgement by the
Tenant that the Landlord has satisfactorily completed the Landlord’s Work except as detailed in a
list of deficiencies provided by the Tenant to the Landlord on or before the Commencement Date of
the Term.



     9.3 The Tenant shall continuously carry on the Research Activity on the Premises during the
Term. For the purpose of this clause, the Tenant shall be deemed to be continuously carrying on
the Research Activity on the Premises if the Premises are equipped and staffed as



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required to carry out the Research Activity during Normal Business Hours in accordance with
sound business practice. If the Tenant does not continuously use the Premises or any portion
thereof throughout the Term for the Research Activity, then the Landlord may terminate this
Sub-Lease, in addition to all other rights of the Landlord herein.




ARTICLE 10 — COMPLETION OF AND OWNERSHIP OF IMPROVEMENTS AND FIXTURES




     10.1 The Landlord shall complete the Premises to the standard and level of finish described as
the Landlord’s Work in the Basic Terms. The Tenant shall pay the cost of changes requested by the
Tenant to the Landlord’s Work and consented to by the Landlord immediately upon being advised of
the actual costs of the same, with the estimate of such amounts to be paid in advance as set out in
the Basic Terms. The Tenant shall install tenant’s trade fixtures required to carry out the
Research Activity on the Premises and shall complete the same in accordance with the terms of this
Sub-Lease on or before the Commencement Date of the Term. The Landlord shall provide non-exclusive
access to the Premises to the Tenant to permit the Tenant to install the Tenant’s trade fixtures
for the period of days described as the fixturing period in the Basic Terms prior to the
Commencement Date of the Term. During such period the Tenant shall not be required to pay Basic
Rent but shall pay all other expenses related to such occupation, as rent, upon being advised by
the Landlord of the amount of the same.



     10.2 Notwithstanding any other terms or provisions of this Sub-Lease, the Tenant shall at no
time during the currency of this Sub-Lease be entitled to commence the construction of any Works,
nor alteration of the Premises in any manner without the written consent of the Landlord and until
complete drawings, plans and specifications for the construction thereof have been provided to the
Landlord and approved in writing by the Landlord, and the Head Landlord if necessary. Such
drawings, plans and specifications shall specify the location, design, layout, appearance,
materials to be used and any and all other necessary details requested by the Landlord. The
Landlord’s and Head Landlord’s reasonable costs of assessing drawings, plans and specifications
submitted by the Tenant for approval or any other reasonable related costs, including but not
limited to the cost of permits and inspections, shall be payable by the Tenant. The Landlord may
approve or disapprove of any proposed construction of any Works. The Landlord shall have the right
to inspect the Tenant’s construction on reasonable notice.



     10.3 The Tenant shall execute all Works permitted by the Landlord on the Premises in
accordance with any applicable statute, by-law or regulation of any governmental authority,
including without limitation the British Columbia Building Code, the Main Campus Plan and
Development Guidelines and the rules and regulations of the Landlord and the Head Landlord, and pay
all necessary fees, permits, assessments and charges properly payable to such authorities in
relation to any such Works.



     10.4 The Tenant covenants that it shall neither do, nor fail to do, any act which may result
in any builders lien, or any other statutory lien being registered against the Lands or elsewhere,
and if any such lien should be registered against the Lands as a result of any act or failure to
act on the part of the Tenant, the Tenant hereby agrees to indemnify and hold harmless the Landlord
with respect to such lien, and to take all necessary steps to remove such lien from title to the
Campus and or the Lands forthwith upon notice by the Landlord. In the event that the Tenant fails
to take such necessary action within ten days of receipt of notice from the Landlord, the Landlord
may take all necessary action to remove the same in the name of the Tenant and the Tenant agrees to
indemnify the Landlord for any and all costs, charges or expenses with respect to the same
including solicitor’s fees on an indemnity basis and to pay to the Landlord such costs, charges and
expenses within seven days of notice from the Landlord of the same or the Tenant shall be in
default as defined in clause 20.1(a) herein.



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     10.5 If the Tenant bona fide intends to contest any lien or claim of the nature described in
clause 10.4 the Tenant shall notify the Landlord of such intention within 5 days after the Tenant
learns of such lien or claim and, if the Landlord so requires, shall promptly provide security in
favour of either the Landlord and Head Landlord or the claimant for the payment thereof which is
reasonable and satisfactory to the Landlord. The Landlord shall be entitled to take, and to
require the Tenant to take or cause to be taken, all steps available to cause any lien or claim of
lien filed against the title to the Lands or the Campus to be discharged therefrom provided that
such steps do not materially prejudice or unreasonably interfere with the Tenant’s position in the
dispute. If the Tenant complies with the foregoing it shall not be in default hereunder and the
Landlord shall not satisfy, discharge or pay, or cause the Tenant to satisfy, discharge or pay such
lien or claim until the same becomes legally due and payable and is required to be paid by statute
or by order of a court or other competent tribunal, in which case the Tenant shall satisfy and
discharge, or cause to be satisfied or discharged, such lien or claim and all penalties, interest
and costs in connection therewith. The satisfaction and discharge of any such lien or claim shall
be made before execution is had upon any judgment rendered thereon and before commencement of any
proceeding on account thereof subsequent to judgment to dispose of the interest of the Premises
therein or any improvement thereon. In the event of any such contest and without limiting clause
16.2, the Tenant shall protect and indemnify the Landlord against all loss, cost, expense and
damage resulting therefrom.



     10.6 The Tenant shall install only trade fixtures owned by it of a type usual for the
permitted use, in good and sufficient manner but not so as to damage or impair the structure or
heating, ventilating, air-conditioning, plumbing, electrical and mechanical systems of the Premises
or the Building. Upon the termination of this Sub-Lease the Tenant shall have the right, if not in
default, to remove its trade fixtures that are easily removable, and shall remove if required by
the Landlord, all its trade fixtures, furniture and equipment, making good at the Tenant’s expense
any damage caused by such removal, and the Tenant shall vacate and surrender the Premises in the
same condition as the Premises are required to be maintained during the term. The Tenant further
agrees that all leasehold improvements made at any time prior to or after the Commencement Date,
whether by the Tenant or the Landlord, shall immediately upon affixation or installation become the
property of the Landlord and shall remain upon the Premises, provided that at the end of the Term,
if so directed by the Landlord, the Tenant shall remove such of the leasehold improvements as the
Landlord may require, making good at the Tenant’s expense any damage caused by such removal. All
property of the Tenant remaining upon the Premises after the termination of the tenancy shall be
deemed to have been abandoned by the Tenant in favour of the Landlord and may be disposed of by the
Landlord at its discretion without prejudice to the rights of the Landlord to claim damages from
the Tenant for failure to remove the same.



ARTICLE 11 — LANDLORD’S COVENANTS




     11.1 The Landlord covenants that if the Tenant, without default, pays the rent and other
amounts at the times and in the manner herein provided and keeps and performs all the terms,
covenants, agreements and conditions hereof on the Tenant’s part to be kept and performed, the
Tenant may possess and enjoy the Premises for the Term without disturbance or interruption by the
Landlord or by any person claiming by, through or under the Landlord, subject to the terms and
conditions hereof and the rights of the Head Landlord under the Head Lease.



     11.2 The Landlord does not warrant that any service or facility provided by it or others in
accordance with the provisions of this Sub-Lease will be free from interruption caused or required
by any cause including, but without limiting the generality of the foregoing, maintenance, repairs,
modifications, strikes, riots, insurrections, labour disputes, accidents, fuel shortages,
interruption (both intentional and by accident) from the supplier thereof, governmental
intervention, force majeure and acts of God. No such interruption shall be deemed to be a



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disturbance of the Tenant’s enjoyment of the Premises nor render the Landlord liable for
injury to or for any loss, damage or inconvenience to the Tenant nor relieve the Parties from their
obligations under this Sub-Lease. The Landlord shall without delay take all reasonable steps
available to it to advise the Tenant of the interruption and to remove the cause of any such
interruption if within its control. The Landlord shall not be liable for any loss, damage or
inconvenience resulting from the failure or non-supply, reduction or increase in supply of water,
steam, electricity, heat, telecommunications services, sewer services, or any other service or the
escape of water, steam, electricity or any other matter or service.




     11.3 The Landlord agrees with the Tenant that after Normal Business Hours the Tenant shall be
permitted to carry on its operations within the Premises subject to the terms, provisions and
conditions of this Sub-Lease. In the event the Tenant requires any services after Normal Business
Hours which are usually available during Normal Business Hours such as the movement in and out of
freight and supplies, supervising of any work, extra security, maintenance, repairs or cleaning,
heating, ventilating and air-conditioning services and the Landlord provides such services, then
the Landlord shall be entitled to charge the Tenant for these services in accordance with clause
6.3.



ARTICLE 12 — TENANT’S COVENANTS




     12.1 The Tenant covenants with the Landlord:




	 	(a)	 	that, subject to Article 19, the Tenant shall at its own
expense, throughout the Term, whenever necessary or whenever required by the
Landlord to do so, decorate, repair, maintain and keep in a. condition that a
careful owner would do, the Premises and every part thereof including without
limitation leasehold improvements, fixtures, furnishings, whether or not any
such items were installed or furnished by the Tenant; provided, however,
subject to clause 12.1(b), it shall not be the obligation of the Tenant to
repair and maintain the structural components of the Building. The Tenant
covenants to perform such maintenance and to effect such repairs and
replacements and hereby expressly releases the Landlord from performing such
repairs. The Tenant shall not be required to effect those repairs in and to
the Premises which are expressly the obligation of the Landlord under this
Sub-Lease. If the Tenant fails to commence and diligently proceed to make such
repairs, maintenance or replacements which are the obligation of the Tenant
after notice from the Landlord to do so, the Landlord shall have the right, at
its option, to make such repairs, maintenance and replacements, and a fee for
the Landlord’s overhead of 15% of the cost thereof together with such cost
shall be payable forthwith by the Tenant upon demand by the Landlord;
	 
	 	(b)	 	that if any part of the Building including, without limiting
the generality of the foregoing, the Premises, water pipes, drainage pipes,
electric equipment, boilers, engines, any apparatus or equipment which may be
used for the purpose of heating, ventilating or air-conditioning the Building,
the roof, stairways, passageways, entrance halls or outside walls, get out of
repair or become damaged or destroyed through the negligence, carelessness or
misuse of the Tenant, its employees, agents, invitees or anyone permitted by it
to be in the Building, or through it or them in any way stopping up or injuring
any of the aforesaid, the expense of the necessary repairs, replacements or
alterations shall be borne by the Tenant which shall pay the same to the
Landlord forthwith on demand;




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	 	(c)	 	that if the Tenant shall fail to repair in accordance with the
provisions hereof or if the Building otherwise requires repair, the Landlord,
its agents or employees, may forthwith enter the Premises and make the required
repairs and the Landlord will not be liable to the Tenant for any
inconvenience, annoyance or loss of business or any injury or damages suffered
by the Tenant by reason of the Landlord effecting such repairs;
	 
	 	(d)	 	not to place on the Premises any safe, heavy business machine
or other heavy thing which exceeds the specifications for the Building relating
to bearing loads without obtaining the prior written consent of the Landlord;
	 
	 	(e)	 	not to permit the Premises to become untidy, unsightly, unclean
or to permit of waste or refuse to accumulate therein;
	 
	 	(f)	 	not to cause or permit deliveries to be made to or from the
Premises except through the prescribed locations for the Building;
	 
	 	(g)	 	that the Landlord may from time to time conduct fire drills and
emergency procedures, and test fire alarms and other emergency devices without
being in breach of its covenant of quiet enjoyment, and the Tenant shall
participate, and shall cause its employees and invitees to participate in such
drills and procedures without holding the Landlord liable for any damage or
injury caused thereby unless due to the willful neglect of the Landlord;
	 
	 	(h)	 	to give the Landlord immediate notice in case of fire or
accident or malfunctioning of the systems in the Premises or in the Building,
of which it or its employees may be aware;
	 
	 	(i)	 	not to erect on the roof of the Building, on any exterior walls
of the Premises or in any of the common areas of the Building any aerial,
receiving or broadcasting dish or similar telecommunications device without in
each instance, the written consent of the Landlord and such telecommunications
device so installed without such written consent shall be subject to removal
without notice at any time and at the cost of the Tenant;
	 
	 	(j)	 	to be solely responsible and promptly pay to the appropriate
third party all charges for services used or consumed in or provided to the
Premises including, without limitation, janitorial service, telephone and data
communication services, direct metered electricity and gas;
	 
	 	(k)	 	not to install or permit to be installed equipment which will
exceed or overload the capacity of utility facilities servicing the Building
and Premises and if equipment installed or permitted to be installed by the
Tenant requires additional facilities such facilities shall be installed at the
Tenant’s expense in accordance with plans and specifications approved by the
Landlord in writing prior to installation.
	 
	 	(l)	 	to co-operate in all reasonable ways with the security
personnel engaged by the Landlord for the Building;
	 
	 	(m)	 	not to display any sign, picture, advertisement, or notice on
any part of the Lands or Building;






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	 	(n)	 	to use the services of the janitors, security personnel
and others designated by the Landlord from time to time to perform the
obligations of the Tenant under this Sub-Lease;
	 
	 	(o)	 	to pay the cost of installation all utilities or Complementary
Facilities required by the Tenant to properly service the Premises, excluding
the utilities and Complementary Facilities provided at the Commencement Date of
the Term.





ARTICLE 13 — CONDUCT OF TENANT IN OCCUPATION




     13.1 The Tenant shall comply with and abide by all federal, provincial, municipal and other
governmental statutes, ordinances, Laws, other laws and regulations affecting the Campus or the
Lands and Premises or any activity or condition on or in the Campus or the Lands and Premises, and
the rules and regulations of the Landlord and the Head Landlord adopted from time to time. The
Tenant shall obtain and maintain during the Term all licenses, designations, permits and approvals
necessary for the operation of its activities in the Premises.



     13.2 The Tenant shall comply with and abide by all policies of insurance (and the insurers
thereunder and the underwriters thereof) from time to time in force with respect to any improvement
or operation on, or any condition, use or occupation of the Premises.



     13.3 The Tenant will not carry on or perform or suffer or permit to be carried on or performed
or suffered on the Premises, or the Lands or Building, any practice or act or engage in any
activity which is or becomes a nuisance or menace or which in any way adversely affects the Lands
or Building, the Campus or any part thereof or is or becomes a hazard or nuisance to any person
using or occupying the Lands and Building, the Campus or any part thereof.



     13.4 The Tenant will keep the Premises clean and sanitary, and will provide proper and
adequate receptacles for refuse and rubbish of all kinds and will attend to the removal of the same
from the Lands and Premises at regular intervals.



     13.5 The Tenant in the conduct of its business from the Premises shall give due credit to the
Landlord for any assistance provided by the Landlord but shall not use the name of the Head
Landlord nor the Landlord nor any trademark, nor hold itself out as being associated with the Head
Landlord or the Landlord nor use the names of employees of the Head Landlord or Landlord in
advertisements or publications without first obtaining the written consent of the Head Landlord or
the Landlord, as the case may be, to such use.



     13.6 The Tenant acknowledges that the Head Landlord has entered into and will continue to
enter into Strategic Alliances with Exclusive Suppliers. Notwithstanding any other provision of
this Sub-Lease, the Tenant covenants and agrees that, upon the Landlord providing written notice to
the Tenant from time to time that the Head Landlord has concluded a Strategic Alliance with an
Exclusive Supplier in respect of a category of products and/or services, (the “Exclusive
Products/Services Category”), the Tenant shall not, nor permit any of its subtenants or occupants
of the Premises from the date of the notice to, advertise, purchase, sell or display on or from the
Premises, products or services within the Exclusive Products/Services Category other than those of
the Exclusive Supplier and the Tenant and its subtenants and occupants of the Premises will also
otherwise comply with all of the requirements of all such Strategic Alliances which are binding
upon the Landlord pursuant to the Head Lease. Those Exclusive Suppliers of which the Landlord has
given notice to the Tenant as at the date of this Sub-Lease are listed in Schedule D hereto.



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ARTICLE 14 — MORTGAGES, LIENS AND ENCUMBRANCES




     14.1 The Tenant will not create any mortgage, conditional sale agreement or other encumbrance
in respect of any of its interest in this Sub-Lease, its leasehold improvements or any trade
fixtures or permit any such mortgage, conditional sale agreement or other encumbrance to be
attached to the Premises. The Tenant acknowledges that all leasehold improvements in the Premises
are the property of the Landlord.



     14.2 In the event that the Tenant fails to release, discharge or vacate from the title to the
Lands any such lien, mortgage or encumbrance referred to in clause 14.1, the Landlord may in
addition to all of the remedies under this Sub-Lease make any payments required to procure the
discharge or release of any such lien, mortgage or encumbrance and shall be entitled to be
reimbursed by the Tenant as provided for in clause 10.4 of this Sub-Lease. The Landlord’s right to
reimbursement shall not be affected or impaired if the Tenant shall then or subsequently establish
or claim that a lien, charge or encumbrance so discharged and released was without merit or
excessive or subject to any abatement, set off or defence.



ARTICLE 15 — ENVIRONMENTAL CONSIDERATIONS




     15.1 The Landlord, at its cost, has caused the Consultant to perform the Audit.



     15.2 The Tenant hereby releases the Landlord and Head Landlord from and in respect of any
cost, expense, damage, loss or liability which may be incurred or suffered by the Tenant, its
employees or agents in connection with the:




	 	(a)	 	need for the Tenant to take any Remedial Action and the taking
of Remedial Action as a result of Additional Pollution, or
	 
	 	(b)	 	the effect of Additional Pollution on the health or the
property of any Persons,
	 
	 	(c)	 	interference with the Research Activity of the Tenant by any
cause whatsoever,




except to the extent that any such cost, expense, damage, loss or liability was caused or
contributed to by the Landlords’ or Head Landlord’s negligent or willful act or default as the case
may be.




     15.3 The Tenant shall take all necessary precautions so as to ensure that the Lands and
Building and any areas surrounding the Lands and Building do not and are not likely to become
Pollute d by any Additional Pollution by virtue of any action or lack of action by the Tenant and
the Tenant agrees to indemnify and save harmless the Landlord and Head Landlord for any cost,
damage, loss or liability incurred or suffered by either of them, or their respective officers,
directors, trustees, governors, employees or agents in respect of any Additional Pollution of the
Lands and Building and any area or areas surrounding the Lands and Building and also any Pollution
of the same caused or contributed to by the Tenant, its officers, directors, employees, invitees or
licensees. This indemnity shall survive the expiry or earlier termination of this Sub-Lease.



     15.4 The Tenant must use the Premises only as provided under Article 9 and must not at any
time cause or allow any Special Waste to be generated, created, used, stored, treated, transferred,
transported or disposed of on the Lands or Building except in compliance with all Laws.



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     15.5 The Tenant shall conform to the procedures adopted by the Landlord from time to time for
the management of risks associated with environmental contaminants, including without limiting the
generality of the foregoing, conducting or participating in the conduct of inspections and audits
of environmental matters to confirm compliance with the requirements of this Sub-Lease, adopting
and following reasonable plans for the proper handling and storage of contaminants, maintaining
records of storage and use of contaminants, notifying the Landlord of any changes in storage or
handling of contaminants and providing to the Landlord all reports as required from time to time.
In particular, and without limiting the generality of the foregoing, the Tenant shall comply with
the safety and security policies and procedures adopted by the Landlord from time to time with
respect to the use, transport, handling and disposal of Substances. The Tenant shall immediately
remedy any failure of the Tenant to comply with the provisions of this Article 15. If the Tenant
has Substances on the Premises that are required by applicable laws or by the rules and regulations
of the Landlord to be designated as hazardous or to have warnings attached to the same, or to
otherwise be specially handled, the Tenant shall comply with the requirements of all such
applicable laws and the rules and regulations of the Landlord with respect to the storage, use and
handling of such Substances, and the provision of all warning labels.



     15.6 If the Lands or Building are found to be Polluted by any Additional Pollution, or by
Pollution caused or contributed to by the Tenant, and the Landlord is required by any Authority to
determine whether the Lands and Building are Polluted or to take Remedial Action regarding
Pollution the Landlord or Head Landlord may:




	 	(a)	 	cause the Consultant to perform a Further Audit,
	 
	 	(b)	 	notify the Tenant of the nature and extent of the Pollution and
any Remedial Action the Consultant considers reasonably necessary or which any
Authority requires be taken or both or which has already been performed where
an emergency existed and any Authority required the Landlord or Head Landlord
to take Remedial Action immediately,
	 
	 	(c)	 	take any Remedial Action which any Authority requires be taken,
or
	 
	 	(d)	 	require the Tenant to take any Remedial Action which any
Authority requires be taken with regard to such Pollution including Remedial
Action which must be taken immediately where an emergency exists and any
Authority requires Remedial Action to be taken immediately;




and the Tenant must permit the Landlord, the Head Landlord, their respective employees and agents
including the Consultant to have that access to the Premises which is reasonably necessary to
enable the Landlord and Head Landlord to comply with the requirements of any Authority and to take
Remedial Action. After request by the Tenant, the Landlord must provide the Tenant with a copy of
the results of the Further Audit. The Tenant within 10 days, after demand by the Landlord, must
pay the Landlord the amount allocated to the Tenant by the Landlord, acting reasonably, of the
costs of a Further Audit performed under this clause 15.6 and of any Remedial Action which any
Authority required the Landlord or Head Landlord to take to the extent that the Remedial Action was
in respect of Additional Pollution or by Pollution in either case caused or contributed to by the
Tenant, its officers, directors, employees, invitees, licensees, assigns or subtenants.




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     15.7 If the Landlord or Head Landlord is required by any Authority to take Remedial Action
regarding Existing Pollution, the Landlord or Head Landlord or their respective employees and
agents may enter the Premises and may:




	 	(a)	 	perform any audits, investigations and surveys any Authority
considers necessary to determine better the nature and extent of the Existing
Pollution and the necessary Remedial Action, and
	 
	 	(b)	 	take any Remedial Action any Authority requires be taken and
the Tenant must permit the Landlord, its employees and agents including the
Consultant to have that access to the Premises which is reasonably necessary in
the opinion of the Landlord to enable it to comply with the requirements of any
Authority and to take Remedial Action.





     15.8 From time to time during the Term and not less than 90 days before expiry of the Term or
promptly after the sooner termination of this Sub-Lease the Landlord shall cause the Consultant to
perform a Further Audit. The Tenant shall provide access to the Premises as required by the
Landlord or the Consultant for the purpose of all inspections and testing. As part of the Further
Audit the Consultant must be instructed to provide:




	 	(a)	 	a detailed estimate of the cost of Remedial Action to remediate
the Lands and Building which were attributable to any Additional Pollution from
the Premises or the Tenant, its officers, directors, employees, invitees,
licensees, assigns or subtenants; and
	 
	 	(b)	 	a program of Remedial Action necessary to remediate any such
Additional Pollution. The Tenant at its cost, shall be required to undertake
immediately and complete without delay the program of Remedial Action and
failing which the Landlord may remediate any such Additional Pollution in
accordance with that program of Remedial Action and the Tenant shall within 10
days after demand by the Landlord pay the Landlord the amount which is equal to
the actual cost to the Landlord of a Further Audit performed and if the
Landlord remediates, pay to the Landlord the costs of any Remedial Action
carried out pursuant to this clause in respect of such Additional Pollution.





     15.9 The Tenant shall cooperate with the Landlord in the provision of such information at the
times and in the form required by the Landlord (which may include conducting tests, all
investigations and the review of records of the Tenant), acting reasonably, to ensure the proper
monitoring and supervision of the Lands and Building with respect to Pollution.



ARTICLE 16 — INDEMNITY, WARRANTY, ETC.




     16.1 Neither the Head Landlord nor the Landlord nor their respective officers, directors,
trustees, governors, faculty and employees or any of them shall be liable for any death or injury
or damage to property of the Tenant or of others, nor for the loss of or damage to any property of
the Tenant or of others by theft or otherwise, from any cause whatsoever. Without limiting the
generality of the foregoing, the Head Landlord, the Landlord and their respective officers,
directors, trustees, governors, faculty and employees or any of them shall not be liable for any
injury and damage to persons or property resulting from fire, explosion, falling plaster, steam,
gas, electricity, water, rain or snow or leaks from any part of the Building or Lands or from the
pipes, appliances or plumbing works or from the roof, street or sub-surface or from any other place
or by dampness or by any other cause of whatsoever nature nor from the failure to supply or faulty
supply of any utilities or other goods or services; and shall not be liable for any



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such damage caused by other tenants or persons in the Premises, occupants of the Building or
of adjacent property, or the public, or caused by operations in construction or any private, public
or quasi-public work. All property of the Tenant kept or stored on the Lands or in the Building or
the Premises shall be so kept or stored at the risk of the Tenant only and the Tenant shall hold
the Head Landlord and the Landlord harmless from any claims arising out of damage to the same,
including subrogation claims by the Tenant’s insurers.



     16.2 The Tenant will defend, indemnify and save harmless the Head Landlord, the Landlord and
their respective officers, directors, trustees, governors, faculty and employees or any of them
from and against any and all loss (including loss of rentals, claims, actions, damages, liability
and expense in connection with loss of life, personal injury and/or damage to property) arising
from or out of any occurrence in, upon or at the Building or the Premises, or the occupancy or use
by the Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act or
omission of the Tenant, its officers, agents, contractors, employees, invitees, licensees or
concessionaires or by anyone permitted to be on the Premises by the Tenant. Notwithstanding the
provisions of the prior sentence, in case the Head Landlord or the Landlord or their respective
officers, directors, governors, faculty or employees shall, without fault, be made a party to any
litigation commenced by or against the Tenant, then the Tenant shall protect and hold the Head
Landlord and the Landlord or their respective officers, directors, trustees, faculty and employees
harmless and shall pay all costs, expenses and reasonable legal fees incurred or paid by them in
connection with such litigation. The Tenant will also pay all costs, expenses and reasonable legal
fees on an indemnity basis incurred by the Landlord in enforcing this Sub-Lease.



     16.3 Without limiting the generality of the foregoing sections in this Article, the Head
Landlord, the Landlord or their respective officers, directors, trustees, governors, faculty and
employees or any of them, shall not, under any circumstances, including circumstances involving
negligence of any of them, be liable or responsible in any way for:




	 	(a)	 	consequential loss or damage arising from injury to persons or
property, including death resulting therefrom, with respect to the Tenant or
any other person while in or about the Lands, Building or the Premises and with
respect to property belonging to the Tenant or to any other person while such
property is in or about the Lands, Building or Premises;
	 
	 	(b)	 	any loss or damage of any nature whatsoever, however caused, to
books, records, files, money, securities, negotiable instruments, papers or
other valuables of the Tenant; and
	 
	 	(c)	 	any business, economic or indirect loss or damage suffered or
sustained by the Tenant of any nature whatsoever, howsoever caused.





     16.4 Notwithstanding anything to the contrary herein, the Head Landlord, the Landlord, their
respective officers, directors, governors, faculty, and employees, or any of them, shall under no
circumstances, including circumstances involving the negligence of any of them, be liable or
responsible in any way for any loss which the Tenant is obliged to insure against under this
Sub-Lease or has insured against,



     16.5 The indemnities and agreements to indemnify provided in this Sub-Lease by the Tenant
shall survive the expiry or earlier termination of this Sub-Lease.



     16.6 The Tenant waives against the Head Landlord, the Landlord, their respective officers,
directors, trustees, governors, faculty, and employees each claim and demand of every nature
whatsoever for damage, loss or injury to the improvements and equipment upon the



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Premises and to property of the Tenant in, upon or about the Lands and Premises whether or not
such claim or demand is covered by insurance. The Tenant shall cause each policy of insurance
obtained by the Tenant to acknowledge this waiver of subrogation.



     16.7 If during the Term of this Sub-Lease the Tenant is disturbed in its quiet enjoyment of
the Premises or any portion thereof, it will not be entitled to call upon the Landlord to defend or
warrant it against such disturbance unless the disturbance is caused by the negligent act or
omission of the Landlord, its officers, directors, trustees or employees, the default of the
Landlord hereunder, or proceedings involving a defect in title of the Landlord to the Lands or
Building or any portion thereof. In the event of such disturbance the Tenant shall, until evicted
from the Premises, abide by and fulfill each of its obligations hereunder in the same manner as if
such disturbance had not taken place. If the Tenant is evicted the Landlord shall indemnify the
Tenant for each loss, cost and liability it suffers as a result of such eviction but only if such
eviction is caused by reason of the negligent act or omission of the Landlord, its officers,
directors, trustees or employees, the default of the Landlord hereunder or a defect in title of the
Landlord to the Lands or Building or any portion thereof. The Landlord shall not be liable to the
Tenant for any loss or damage, including indirect or consequential loss or damage, resulting from
interference with or interruption of the Tenant’s business caused by any labour dispute in or
around the Building and/or the Lands or any exercise of the rights of the Head Landlord.
Proceedings related to or arising out of any expropriation of the Building or any portion thereof,
shall be deemed not to involve lack of title of the Landlord thereto.



ARTICLE 17 — SUBLETTING AND ASSIGNMENTS




     17.1 The Tenant covenants not to sell, assign, sublet or transfer or part with possession of
this Sub-Lease or any portion of the Term or the Premises or any interest therein except with the
prior consent of the Landlord and except as expressly provided herein, and then only to a party who
covenants with the Landlord in accordance with clause 17.6 and only if such party carries on the
Research Activity or other similar activity consented to by the Landlord in writing prior to such
sale, subletting, assignment or other disposition. The Tenant acknowledges that before the
Landlord gives its consent pursuant to this Article 17, the Landlord is required to obtain the
consent of the Head Landlord, and that the Head Landlord may refuse to consent if the proposed
purchaser, assignee, subtenant, transferee or occupant carries on businesses or research or is
owned by a party who carries on business or research which could, in the Head Landlord’s reasonable
opinion, cause a public relations problem for the Head Landlord or conflict with a Strategic
Alliance that the Head Landlord has entered into.



     17.2 Neither this Sub-Lease nor any sublease or assignment hereof, nor the leasehold estate of
the Tenant or any subtenant or assignee in the Premises or improvements or equipment thereon shall
be subject to involuntary assignment, subletting, transfer or sale, or to assignment, transfer or
sale by operation of law in any manner whatsoever, and any such attempted or purported involuntary
assignment, subletting, transfer or sale shall be ineffective against the Landlord.



     17.3 Any effective change in the present control of the Tenant as a result of any transaction
including, but not limited to, a transfer of shares, a corporation formed as a result of a merger
or amalgamation with the Tenant, a corporate reorganization of the Tenant or any Affiliate which is
in possession of all or part of the Premises shall be deemed, for the purposes hereof, to be an
assignment of this Sub-Lease and thereby subject to this Article 17.



     17.4 The Tenant will not permit a change in the control of the voting shares issued and
outstanding in the capital of the Tenant or any parent corporation of the Tenant, nor will any of
the issued and outstanding shares of the Tenant or any parent corporation of the Tenant be
transferred without the prior written approval of the Landlord, such approval not to be



-27-









 







unreasonably withheld. If there has been a transfer of such shares without the consent first
being obtained, then at the option of the Landlord, this Sub-Lease may be terminated pursuant to
the provisions of Article 19.



     17.5 Any consent of the Landlord to any assignment or subletting under this Article 17 shall
not constitute a waiver of necessity for such consent to any subsequent assignment or subletting.



     17.6 No sublease or assignment or agreement to grant the same shall grant rights to a
Transferee beyond the scope of this Sub-Lease and a Transferee shall have no rights to the Premises
except under the Tenant. Any sublease or assignment shall be expressly subject to this Sub-Lease
and shall contain covenants by the Transferee:




	 	(a)	 	to comply with and fulfill each of the obligations undertaken
by the Tenant in this Sub-Lease, including the termination of this Sub-Lease or
the sublease in the event of default by the Transferee;
	 
	 	(b)	 	not to further sublease, assign, transfer the interest of the
Subtenant (including a deemed assignment under this Sub-Lease) or part with
possession without first obtaining the consent of the Landlord as required for
an assignment or sublease of this Sub-Lease;
	 
	 	(c)	 	not to do or permit upon the Premises anything which is, or
will result in, a contravention of any term of this Sub-Lease;
	 
	 	(d)	 	to carry out the Research Activity continuously during the term
of such sublease, assignment or transfer;
	 
	 	(e)	 	to observe and perform each and every one of the covenants and
agreements on the part of the Tenant under this Sub-Lease to be observed and
performed and to provide the indemnities provided in this Sub-Lease.





     17.7 Upon the termination, forfeiture or acceptance of surrender of this Sub-Lease prior to
the expiry of the Term, any sublease or assignment or other interests created by the Tenant in
respect of the Premises and the rights of all persons claiming thereunder shall be extinguished.



     17.8 If requested by the Landlord, a copy of any or all instruments and documents evidencing
the assignment or subletting, including assignments of lease and sublease, shall be furnished to
the Landlord by the Tenant together with the particulars of registration in the Land Title Office,
if applicable.



     17.9 If there is a permitted assignment or subletting, the Landlord may collect rent from the
Transferee, and apply the net rent collected to the Rent required to be paid pursuant to this
Sub-Lease, but no acceptance by the Landlord of any payment by a Transferee shall be deemed a
waiver of any covenants under this Sub-Lease including this Article on the part of the Tenant to be
observed or performed, or the acceptance of the Transferee as tenant. No assignment, subletting or
other disposition shall release the Tenant from its obligations under this Sub-Lease.



ARTICLE 18 — INSPECTION




     18.1 The Head Landlord, the Landlord, and their respective employees, agents, contractors and
representatives, shall be entitled at all reasonable times (after written notice



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given to the Tenant specifying the purpose) to go upon the Premises for any of the following
purposes:




	 	(a)	 	inspecting the same;
	 
	 	(b)	 	inspecting the performance by the Tenant of the terms,
covenants, agreements and conditions of this Sub-Lease;
	 
	 	(c)	 	posting and keeping posted thereon notices as required or
permitted by any law or regulation;
	 
	 	(d)	 	doing any work to the Premises, the utility facilities and
other improvements, or work to be done in the Premises for the benefit of the
Building or other premises;
	 
	 	(e)	 	any other reasonable purpose.




The Tenant shall not change the locks or install a security system or other method of controlling
access to the Premises without first obtaining the written consent of the Landlord and providing
the Landlord with an access key and any code required to gain access to the Premises at all times.




ARTICLE 19 — DAMAGE AND DESTRUCTION




     19.1 If there is damage to the Lands or Building or damage to the Campus or Complementary
Facilities which prevents access to the Premises or the supply of services essential to the
Premises, and if the damage is such that the Premises or a substantial part of the Premises is
rendered not reasonably capable of use by the Tenant for the purposes contemplated herein for a
period of time exceeding 30 days, then the rent payable hereunder for the period beginning at the
date of occurrence of the damage until at least a substantial part of the Premises is again
reasonably capable of use and occupancy for the purpose aforesaid, will abate in the proportion
that the area of the Premises rendered not reasonably capable of use by the Tenant bears to the
whole of the Premises, and such abatement shall be credited immediately against the Rent payable
hereunder.



     19.2 If the Premises shall be damaged by fire or other casualty and this Sub-Lease is not
terminated then rent will abate until at least a substantial part of the Premises is again
reasonably capable of use and occupancy for the purpose of the Tenant.



     19.3 If the Premises shall be damaged by fire or other casualty, and this Sub-Lease is not
terminated, then the damage to the Premises shall be repaired by the Landlord with reasonable
diligence at its expense, to the extent of any recovery by the Landlord under the insurance
policies of the Landlord, and repairs to alterations, additions or improvements made by the Tenant
shall be performed by the Landlord at the expense of the Tenant and the Tenant shall, at its own
expense, make all repairs and replacements of property which the Tenant is entitled to remove under
the provisions of clause 10.6.



     19.4 Notwithstanding the foregoing, if there is damage to the Building or to the Premises or
to the Campus or the provision of utilities and other services to the Building and the Head Lease
is terminated due to such damage or destruction, this Sub-Lease shall terminate upon notice in
writing given to the Tenant within thirty days of the date of election to terminate the Head Lease
and in such event the Landlord and the Tenant shall have no obligation to repair the Premises and
the Tenant shall immediately surrender this Sub-Lease and vacate the Premises. If



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the Head Lease is not terminated, the Landlord and the Tenant shall diligently proceed to
repair such damage in accordance with their respective obligations as described in clause 19.3
herein.



     19.5 Notwithstanding acceptance of a surrender of this Sub-Lease, the Tenant shall fully
perform each obligation of the Tenant under this Sub-Lease (except the obligation of restoration
and rehabilitation of the damaged or destroyed Premises and improvements thereon) relating to an
event occurring, or circumstance existing, prior to the date of such surrender including the
payment of any rent, taxes, assessments, charges and costs which the Tenant is obliged to pay
hereunder or which may have accrued in respect of, or may be a Lien upon the Premises at the date
of such surrender.



ARTICLE 20 — DEFAULT, TERMINATION, REMEDIES, ETC.




     20.1 If the Tenant:




	 	(a)	 	fails or neglects to make any payment due to the Landlord or
any other person hereunder within five (5) Business Days after the Landlord
gives written notice that the payment is overdue;
	 
	 	(b)	 	operates on the Lands and Premises in a manner contrary to the
terms of Article 9 hereof;
	 
	 	(c)	 	fails or neglects to cure any default of any of the other
terms, covenants, agreements or conditions herein on its part to be observed,
kept or performed, within 30 days after the Landlord gives to the Tenant
written notice of such default or such shorter period as may be appropriate
given the nature of the default;




then in each such event the Landlord may by written notice to the Tenant, forthwith terminate this
Sub-Lease without entry on the Premises and all rights of the Tenant thereto shall then cease.
Such right of termination shall be in addition to any other rights that exist at law or in equity
or pursuant to the terms of this Sub-Lease arising from the failure of the Tenant to comply with
any covenant or condition herein.




     20.2 The Tenant covenants that:




	 	(a)	 	if any proceedings under the Bankruptcy and Insolvency Act of
Canada, the Company Creditors Assistance Act or other statute of similar
purport are commenced against the Tenant, and such proceedings are not
dismissed before an adjudication of bankruptcy, the appointment of a trustee,
or the confirmation of a composition, arrangement or plan or reorganization, or
	 
	 	(b)	 	if the Tenant or the Covenantor is adjudged insolvent or makes
an assignment for the benefit of its Creditors or otherwise takes the benefit
of any statute for the benefit of insolvent debtors, or
	 
	 	(c)	 	if a writ of attachment or execution is levied on the leasehold
estate hereby created or any property of the Tenant upon the Lands and Premises
and is not released or satisfied within 30 days thereafter, or
	 
	 	(d)	 	if a receiver, trustee, sequestrator or liquidator is appointed
in any proceeding or action with authority to take possession or control of the
leasehold interest of the Tenant hereunder, any portion of the Lands and




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	 	 	 	Premises or the business conducted thereon by the Tenant, and such appointee
is not discharged within a period of 45 days after his appointment, or
	 
	 	(e)	 	if the Tenant abandons the Lands and Premises, or
	 
	 	(f)	 	if a creditor of the Tenant, including any Approved Lender,
attempts to execute, realize upon or otherwise enforce any charge or
encumbrance secured against the Sub-Lease,
	 
	 	(g)	 	if any sale, transfer, assignment, sublease or parting with
possession which is contrary to this Sub-Lease occurs or purports to occur, or
	 
	 	(h)	 	if any resolution is passed or other step taken for the
winding-up, liquidation or other termination of the existence of the Tenant or
the Covenantor, if any;




each such event shall be deemed to constitute a default under this Sub-Lease by the Tenant and
shall, at the election of the Landlord by written notice, but without entry or other action of the
Landlord, terminate this Sub-Lease as to all or any portion of the Premises immediately upon the
sending of such notice and in respect of such terminated portion of all rights of the Tenant under
this Sub-Lease and all rights of any persons claiming under the Tenant, shall thereupon cease and
all Rent then due plus Rent for the next following three months shall forthwith become due and be
payable to the Landlord.




     20.3 In the event of termination or expiration of the Sub-Lease pursuant to this Article 20,
the Tenant agrees to deliver the Premises to the Landlord, in good state and condition, free and
clear of all rights, mortgages, privileges and encumbrances placed thereon by or on account of the
Tenant and without indemnity or compensation to the Tenant for any reason whatsoever.



     20.4 Notwithstanding anything in this Sub-Lease, a party shall not be in default with respect
to the performance of any of its obligations within this Sub-Lease excluding payment of monies, if
the default is due to any strike, lockout, labour dispute, civil commotion, invasion, rebellion,
hostilities, sabotage or acts of God beyond the control of the party required to perform.



     20.5 If the Landlord, being entitled so to do, levies distress against the goods and chattels
of the Tenant, such force as may be deemed necessary for the purpose and for gaining admission to
the Premises may be used without the Landlord being liable for any action in respect thereof or for
any loss or damage occasioned thereby and the Tenant hereby expressly releases the Landlord, its
employees and agents from all action, proceedings, claims or demand whatsoever for or on account or
in respect of any such forcible entry or any loss or damage sustained by the Tenant in connection
therewith.



     20.6 Notwithstanding the benefit of any law to the contrary, the Landlord may seize and may
sell all of the Tenant’s goods, chattels and property, whether within the Premises or not, and may
apply the proceeds of such sale upon rental or upon any other amounts outstanding hereunder and
upon the costs of the seizure and sale; in the same manner as might have been done if such law had
not been passed. The Tenant further agrees that if it vacates the Premises, leaving any rental or
other moneys provided to be paid hereunder unpaid, the Landlord, in addition to any remedy
otherwise provided by law, may seize and sell the goods and chattels of the Tenant at any place to
which the Tenant or any other person may have removed them, in the same manner as if such goods and
chattels had remained upon the Premises.




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     20.7 If the Landlord is entitled to re-enter the Premises under any provisions of this
Sub-Lease, then in addition to all other rights it may have, the Landlord shall have the right as
agent of the Tenant and without terminating this Sub-Lease to enter the Premises as agent of the
Tenant and re-let them and to receive the rent therefor and apply the same firstly to the costs of
re-letting, including the costs of commissions and alterations required and then on account of the
rent due and to become due under this Sub-Lease and the Tenant shall be liable to the Landlord for
the deficiency, if any.



     20.8 If the Tenant fails to make any payment to the Landlord or otherwise under this Sub-Lease
when due, the Tenant shall pay to the Landlord a fee of $200.00 for each such late or missed
payment, and interest calculated from the date that the payment was due until the date payment is
actually made to the Landlord, at the Prime Rate plus 5% per annum, calculated daily, not in
advance. Acceptance of any late payment without the fee or interest shall not constitute a waiver
of the Landlord’s right to require the fee and interest. The Tenant shall be deemed to have failed
to make a payment on, and the fee and interest shall be due from, the date such payment is first
payable, and not the date after the expiry of notice of non-payment, if any notice is required to
be given or is given.



ARTICLE 21 — HEAD LEASE




     21.1 The Parties acknowledge that this Sub-Lease is a “Sub-Lease”, that the Tenant is a
“Sub-Tenant”, and that the Premises form a portion of the “Subleased Lands” within the meaning and
definitions of the Head Lease, and the Parties agree that the definitions in the Head Lease shall
apply to this Sub-Lease so far as the same are necessary, but not inconsistent with the terms of
this Sub-Lease, to interpret the Tenant’s responsibilities and covenants under clause 21.2.



     21.2 This Sub-Lease is expressly subject to the Head Lease and the Tenant covenants with the
Landlord:




	 	(a)	 	not to do or permit upon the Premises anything which is, or
will result in, a contravention of any term of the Head Lease;
	 
	 	(b)	 	to provide to the Landlord upon request by the Landlord
therefor from time to time any certificate required to be provided pursuant to
the Head Lease;
	 
	 	(c)	 	to permit this Sub-Lease to be terminated by the Landlord in
the event of a default by the Tenant after notice reasonably approximating the
length of notice provided for in the Head Lease for a similar default;
	 
	 	(d)	 	that the Head Landlord has the right to manage and control the
Campus and the Complementary Facilities and the Tenant will abide by all rules
and regulations of the Head Landlord with respect to the same;
	 
	 	(e)	 	that the Head Landlord has the rights reserved in the Head
Lease and this Sub-Lease is subject to such rights, including without
limitation, the rights described in Article 17 thereof.





     21.3 The Tenant acknowledges that the Landlord is required to obtain the consent of the Head
Landlord to the grant of this Sub-Lease on the terms herein contained and that prior to granting
its consent, the Head Landlord requires covenants in favour of the Head Landlord from
the Tenant as provided in this Sub-Lease. The Tenant acknowledges the receipt of valuable



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consideration for such covenants made by the Tenant in favour of the Head Landlord by the giving of
the consent of the Head Landlord to this Sub-Lease.




ARTICLE 22 — OVERHOLDING




     22.1 If the Tenant shall continue to occupy the Premises after the expiration or earlier
termination of the Term granted hereby and the Landlord shall accept Rent, the new tenancy thereby
created shall not be yearly but shall be deemed to be a monthly tenancy and shall be subject to the
covenants and conditions save and except those relating to the Term in this Sub-Lease insofar as
the same are applicable to a tenancy from month to month.



ARTICLE 23 — ARBITRATION




     23.1 Any dispute required to be determined by arbitration in accordance with the provisions of
this Sub-Lease shall be determined by a single arbitrator if the Landlord and Tenant can agree on a
single arbitrator within 7 days of receipt of notice to arbitrate given by one party hereto to the
other (the “Arbitration Notice”) and if the Landlord and the Tenant cannot agree on a single
arbitrator within such period such dispute shall be determined by the decision of the majority of
three arbitrators, one to be appointed by each of the parties within fourteen (14) days of the
receipt of the Arbitration Notice and the third to be appointed by such two arbitrators within 28
days of receipt of the Arbitration Notice. The third arbitrator shall be the chairman of the
arbitration. The arbitration shall be initiated and conducted in accordance with the provisions of
the Commercial Arbitration Act of British Columbia as amended from time to time. The determination
or award of the arbitration shall be in writing, shall be binding upon the Parties and may contain
an order as to the costs of the arbitration. If there is no order as to the costs of the
arbitration, each party shall bear its own costs and one half of the common costs of the
arbitration. The costs of the arbitration shall not be limited to those set out in the tariff or
schedule to the Commercial Arbitration Act as amended from time to time referred to and determined
by arbitration in Vancouver, British Columbia at an office or place of business selected by the
sole arbitrator or the chairman of the arbitration hereinafter appointed, as the case may be, and
the reasonable fees and disbursements of the single arbitrator or the third arbitrator for his or
her professional time shall be considered costs of the arbitration.



ARTICLE 24 — NOTICES




     24.1 All notices, demands and other writings (hereinafter called a “Notice”) contemplated to
be given, made or sent, by any party to any of the others pursuant to this Sub-Lease shall be in
writing addressed to the other or others at its address hereinbefore given, or if any party has
notified the others in writing of a change of its address, at the last address of which notice has
been given pursuant to this clause. Any Notice shall be deemed to have been received on the date
of actual delivery if delivered, or the date of receipt at such address if mailed, or the date of
confirmation of transmission if sent by facsimile transmission. No other method of delivery or
giving of written notice or demand is precluded by this clause.



ARTICLE 25 — INDEMNITY




     25.1 In consideration of the Landlord entering into this Sub-Lease and in consideration of the
sum of $10.00 now paid by the Landlord and for other good and valuable consideration (the receipt
of which is hereby acknowledged by the Covenantor) the Covenantor hereby makes the following
indemnity and agreements with and in favour of the Landlord that:



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	 	(a)	 	the Covenantor covenants with the Landlord:






	 	(i)	 	to make the due and punctual payment of all
Rent, money and charges expressed to be payable under this Sub-Lease by
the tenant during the Term and renewals, extensions and continuations
of the Term and overholding after the Term,
	 
	 	(ii)	 	to effect prompt and complete performance of
each of the terms contained in this Sub-Lease on the part of the Tenant
to be kept observed or performed during the Term and any renewals,
extensions and continuations of the Term and overholding after the
Term,
	 
	 	(iii)	 	to indemnify and save harmless the Landlord
from all losses, costs and damages arising out of any failure to pay
the Rent, money and charges or the failure by the Tenant to perform any
of the terms of this Sub-Lease;






	 	(b)	 	the Covenantor expressly waives notice of acceptance of this
indemnity and all notices of non-performance, non-payment, and non-observance
on the part of the Tenant of the terms, covenants, conditions and provisions of
this Sub-Lease;
	 
	 	(c)	 	any notice waived by the Tenant or given or deemed to have been
given by the Landlord to the Tenant shall be deemed to have been waived by or
given simultaneously to the Covenantor;
	 
	 	(d)	 	the Covenantor is jointly and severally bound with the Tenant
for the fulfillment of all obligations of the Tenant under this Sub-Lease as
though the Covenantor had been named with the Tenant in the Sub-Lease as the
“Tenant”, and in the enforcement of its rights under this Sub-Lease, the
Landlord may proceed against the Covenantor as if the Covenantor were so named
and had so executed this Sub-Lease,
	 
	 	(e)	 	without limiting the generality of the foregoing, the liability
of the Covenantor under this indemnity shall not be deemed to have been waived,
released, discharged, impaired or affected by reason of the release or
discharge of the Tenant in any receivership, bankruptcy, winding-up or other
creditor’s or debtor’s proceeding in respect of the Tenant, or any release or
discharge therefrom, and such liability shall continue with respect to the
periods prior thereto. The liability of the Covenantor shall not be affected
by any repossession of the Lands and Premises or any portion of the Lands and
Premises by the Landlord or by the recognition of any subtenant or Tenant; s
mortgagee;
	 
	 	(f)	 	in the event of a default by the Tenant or the Covenantor under
this Sub-Lease, the Covenantor waives any right to require the Landlord to:






	 	(i)	 	proceed against the Tenant or other obligor or
pursue any rights or remedies with respect to this Sub-Lease,
	 
	 	(ii)	 	proceed against or exhaust any security held by
the Landlord of the Tenant or other person, or




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	 	(iii)	 	pursue any other remedy whatsoever in the
Landlord’s power, before proceeding against the Covenantor;






	 	(g)	 	the Landlord shall have the right to enforce this indemnity
regardless of the acceptance of additional security from the Tenant or any
other person and regardless of the release or discharge of the Tenant or any
other obligor in respect of the Sub-Lease, whether granted by the Landlord or
by others or by operation of any law; and
	 
	 	(h)	 	no action or proceeding brought or instituted under this
indemnity and no recovery in pursuance of this indemnity shall be a bar or
defence to any further action or proceeding which may be brought under this
indemnity by reason of any further default in the performance or observance of
any of the terms, covenants, conditions or provisions in this Sub-Lease or this
indemnity.





     25.2 The Indemnity and agreements in clause 25.1 are absolute and unconditional and the
obligation of the Covenantor shall not be released, discharged, mitigated, impaired or affected by:




	 	(a)	 	any extensions of time, indulgences or modifications which the
Landlord may extend or make with the Tenant in respect of the observance or
performance of any of the obligations of the Tenant under this Sub-Lease;
	 
	 	(b)	 	any waiver by the Landlord of, or neglect or failure of the
Landlord to enforce, any of the terms, covenants, conditions or provisions of
this Sub-Lease.





     25.3 No modification of this indemnity shall be effective unless it is in writing and signed
by the Covenantor and two authorized representatives of the Landlord.



     25.4 The Covenantor shall do all such acts and execute all such deeds and assurances as the
Landlord may reasonably require to give effect to the intent of this indemnity.



     25.5 If any other person at any time joins in the covenants of the Covenantor under this
Sub-Lease, the obligations and liabilities of each such person and the Covenantor shall be joint
and several.



ARTICLE 26 — RIGHT TO RELOCATE TENANT




     26.1 If the Landlord requires the Premises during the Term, the Landlord may by written notice
to the Tenant relocate the Tenant to other premises sufficient for the use permitted under this
Sub-Lease for the Premises. Such notice shall state the effective date of such relocation, which
shall not be less than one month after the date of the notice. If the Tenant so relocates, the
Landlord shall pay the reasonable moving costs of relocating the Tenant to such substitute
premises. If the unexpired portion of the Term which would exist after the effective date of such
relocation is less than two years, the Tenant may elect by notice to the Landlord given within 15
days of the date of such notice to relocate, to terminate this Sub-Lease on the effective date of
such relocation, in lieu of relocating, whereupon this Sub-Lease shall expire on the date that the
Tenant would have been required to relocate.



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ARTICLE 27 — OPTION TO RENEW




     27.1 Provided that the Tenant pays Rent and performs each and every one of the covenants,
provisos and agreements herein contained on the part of the Tenant to be paid and performed
punctually and in accordance with the provisions of this Sub-Lease, and provided that the Tenant
has interacted with the faculty and staff of the Head Landlord and used the services of the Head
Landlord such as the library, computing, networking, security, athletic services of the Head
Landlord, all in a manner and to an extent satisfactory to the Head Landlord, the Landlord shall
grant to the Tenant one option of renewal for a period described in the Basic Terms (the “Renewal
Term”). This option of renewal shall be exercised by the Tenant by giving written notice to the
Landlord not less than six (6) months prior to the end of the Term electing to renew the Term for
the Renewal Term on the same terms and conditions set forth in this Sub-Lease, save and except this
option of renewal shall not form part of the Sub-Lease of the Renewal Term, the Landlord shall have
no obligation to do any work described as Landlord’s Work, there shall be no fixturing period, and
no rent forgiveness or tenant inducements, and the Rent. The Rent for the Renewal Term shall be
determined as hereinafter provided.



     27.2 Rent payable with respect to the Renewal Term shall be the greater, per month, of:




	 	(a)	 	the Rent paid per month during the last twelve (12) month
period of the preceding Term; or
	 
	 	(b)	 	the fair market rental value for space of comparable size,
quality and location to that of the Premises as at the commencement date of the
Renewal Term.





     27.3 The Parties shall make bona fide efforts to agree as to the fair market rental value with
respect to the Premises for the Renewal Term. If however, the Parties have not agreed as to the
amount of Rent by the sixtieth (60th) clay prior to the commencement of the Renewal Term, then such
Rent shall be determined by arbitration as referred to in Article 23.



     27.4 If the Tenant fails to exercise the option of renewal within the prescribed time period
referred to in clause 27.1, such option of renewal will be null and void and the Tenant shall have
no further options of renewal in respect of this Sub-Lease.



     27.5 Provided that the Tenant, being entitled to do so, renews the Term of the Sub-Lease and
pays Rent and performs each and every one of the covenants, provisos and agreements herein
contained on the part of the Tenant to be paid and performed punctually and in accordance with the
provisions of this Sub-Lease, and provided that the Tenant has interacted with the faculty and
staff of the Head Landlord and used the services of the Head Landlord such as the library,
computing, networking, security, athletic services of the Head Landlord, all in a manner and to an
extent satisfactory to the Head Landlord, the Landlord shall grant to the Tenant one option of
renewal for a period described in the Basic Terms as the Second Renewal Term. This option of
renewal shall be exercised by the Tenant by giving written notice to the Landlord not less than six
(6) months prior to the end of the immediately preceding Term electing to renew the Term for the
Second Renewal Term on the same terms and conditions set forth in this Sub-Lease, save and except
there shall be no further option of renewal, the Landlord shall have no obligations to do any work
described as Landlord’s Work, there shall be no fixturing period, and no rent forgiveness or tenant
inducements, and the Rent. The Rent for the Second Renewal Term shall be determined as hereinafter
provided. There shall be no further options of renewal of the Renewal Term.



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     27.6 Rent payable with respect to the Second Renewal Term shall be the greater, per month, of:




	 	(a)	 	the Rent paid per month during the last twelve (12) month
period of the immediately preceding Term; or
	 
	 	(b)	 	the fair market rental value for space of comparable size,
quality and location to that of the Premises as at the commencement date of the
Second Renewal Term.





     27.7 The Parties shall make bona fide efforts to agree as to the fair market rental value with
respect to the Premises for the Second Renewal Tenn. If however, the Parties have not agreed as to
the amount of Rent by the sixtieth (60th) day prior to the commencement of the Second Renewal Term,
then such Rent shall be determined by arbitration as referred to in Article 23.



     27.8 If the Tenant fails to exercise the second option of renewal within the prescribed time
period referred to in clause 27.5, such option of renewal will be null and void and the Tenant
shall have no further options of renewal in respect of this Sub-Lease.



ARTICLE 28 — GENERAL TERMS




     28.1 Subject to the terms of this Sub-Lease, the Tenant shall observe and cause its employees,
invitees and others over whom the Tenant can reasonably be expected to exercise control, to observe
such rules and regulations and amendments and changes therein, not inconsistent with the permitted
use of the Premises and the terms of this Sub-Lease, as may hereinafter be made by the Head
Landlord or the Landlord of which notice in writing shall be given to the Tenant and all such rules
and regulations shall be deemed to be incorporated into and form part of this Sub-Lease.



     28.2 No condoning, excusing or overlooking by the Landlord of any default, breach or
non-observance at any time or times in respect of any covenant, proviso or condition herein
contained shall operate as a waiver of the Landlord’s rights hereunder with respect to any
continuing or subsequent default, breach or non-observance, or so as to defeat in any way the
rights of the Landlord in respect of any such continuing or subsequent default or breach, and no
waiver shall be inferred from or implied by anything done or omitted by the Landlord save only an
express waiver in writing.



     28.3 The Tenant shall comply with all unemployment insurance and workers compensation
legislation and regulations applicable to it and the occupation and conduct of its business in the
Premises and shall require all of its agents and contractors to similarly comply.



     28.4 The Landlord and the Tenant covenant to cooperate with each other in minimizing the
effect of any labour dispute which either party may have upon the operations of the other party.
The Landlord and the Tenant each covenant that in the event of a labour dispute the party hereto
involved in such dispute shall take all appropriate steps to protect the party hereto not involved
in the dispute from the interference with its operations caused by the dispute and without limiting
the generality of the foregoing to eliminate picketing which may cause such interference. Such
steps shall be taken at the expense of the party involved in the dispute and the non-involved party
shall have the right to retain counsel at its own expense to recommend to the party involved in the
dispute appropriate action to protect the party not involved. In the event of such recommendation,
the party involved shall give due consideration to the recommendation of counsel for the party not
involved. This clause shall not be construed to require a party involved in a dispute to meet the
demands of any party with whom it has the dispute. Neither the



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Landlord nor the Tenant shall bring action against, or claim damages or compensation from the
other for any loss, cost, expense or liability suffered as a result of a labour dispute other than
in respect of a breach of the covenant contained in this clause 28.4.




     28.5 No exercise of a specific right or remedy by the Landlord precludes it from or prejudices
it in exercising another right or pursuing another remedy or maintaining an action to which it may
otherwise be entitled either at law or in equity.



     28.6 In the event the Landlord sells, transfers, or assigns its interest in the Building, then
so long as the purchaser, transferee or assignee agrees to assume, observe and perform, as
landlord, the covenants, conditions and agreements on the part of the Landlord to be observed and
performed in this Sub-Lease, the Landlord shall no longer have any duties and obligations under
this Sub-Lease, and consequently, shall not be liable to the Tenant for the performance of any such
duties and obligations.



     28.7 At any time and from time to time upon not less than seven (7) days prior notice, the
Tenant shall execute and deliver to the Landlord and, if required by the Landlord, to the Head
Landlord or to any mortgagee or prospective purchaser of the Landlord’s interest a statement in
writing certifying that this Sub-Lease is unmodified and in full force and effect (or, if modified,
stating the modifications and that the same is in full force and effect as modified), the amount of
the Rent then being paid hereunder, the dates to which the same and other charges hereunder have
been paid, by installments or otherwise, and whether or not there is any existing default on the
part of the Landlord of which the Tenant is aware or has notice and any other matters pertaining to
this Sub-Lease as to which the Landlord shall request.



     28.8 If the Premises or any part thereof are expropriated or condemned at any time during the
Term, the Landlord shall have no liability to the Tenant for the Landlord’s inability to fulfill
any of its covenants herein, but in each such event the Landlord and the Tenant may seek
compensation separately from the expropriating authority but shall co-operate in seeking such
compensation, and if a joint award of compensation is made, it shall be divided as agreed between
the Landlord and the Tenant and failing agreement within 90 days of the award, as determined by
arbitration pursuant to Article 23,



     28.9 Whenever the Landlord’s consent is required under this Sub-Lease, the same shall not be
deemed to have been given unless in writing, and the Landlord may refuse to consent to any matter
or thing if the Landlord is required pursuant to the terms of the Head Lease to obtain the consent
of the Head Landlord to such matter or thing and the Head Landlord does not consent or if the
granting of the consent of the Landlord may result in the Landlord being in default of its
obligations under any other covenants or agreements of the Landlord.



     28.10 Time is expressly declared to be of the essence of this Sub-Lease and of each and every
term, covenant, agreement, condition and provision hereof and observance and performance thereof.



     28.11 This Sub-Lease is made in accordance with the laws of the Province of British Columbia
and is to be construed and interpreted in accordance therewith. Any action or proceeding arising
concerning this Sub-Lease shall be brought in the courts of the said Province and the parties
attorn exclusively to the said courts.



     28.12 The index and Article headings in this Sub-Lease are for convenience only and are not to
be considered in the construction of this Sub-Lease or as in any way limiting or amplifying the
provisions hereof.



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     28.13 This Sub-Lease and the schedules and riders, if any, attached hereto and forming a part
hereof and the Agreement to Lease described in the Basic Terms set forth all the covenants,
promises, agreements, conditions and understandings between the Landlord and the Tenant concerning
the Premises and there are no representations, covenants, agreements, conditions or understandings,
either oral or written, between them other than which are herein set forth. Except as herein
otherwise provided, no subsequent alteration, amendment, change or addition to this Sub-Lease shall
be binding upon the Landlord or the Tenant unless in writing and signed by each of them,



     28.14 If any term, covenant or condition of this Sub-Lease or the application thereof to any
person or circumstance shall, to any extent, be held or rendered invalid, void unenforceable or
illegal, it or its application shall be considered separate and severable from this Sub-Lease to
such extent and the remainder of this Sub-Lease, or the application of such term, covenant or
condition to persons or circumstances other than those as to which it is held invalid, void, or
unenforceable or illegal, shall not be affected thereby and each term, covenant or condition of
this Sub-Lease shall be valid and enforceable to the fullest extent permitted by law.



     28.15 The language in all parts of this Sub-Lease shall in all cases be construed as a whole
and not strictly for nor against either the Landlord or the Tenant.



     28.16 Whenever the context so requires, the neuter gender shall include the masculine and the
feminine, and the singular number shall include the plural, and vice versa.



     28.17 Each of the Parties agrees to do all acts and sign such documents as may be requested by
any of the other Parties in order to give effect to the terms and intentions expressed herein.



     28.18 This Sub-Lease shall enure to the benefit of, and be binding upon and apply to the
successors and assigns of the Landlord and the successors, permitted assigns, and permitted
subtenants of the Tenant.



     IN WITNESS WHEREOF the Parties hereto have executed this Sub-Lease by signing the same after
the Basic Terms hereof.



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SCHEDULE “A” — LANDLORD’S WORK




     The work to be done to the Premises and described as Landlord’s Work is as follows:



     The Landlord shall construct a demising wall to create the Suite 208 Premises, such wall to be
dry-walled and painted a colour that reasonably matches the existing wall colour. The Tenant
accepts the Premises on an “As-Is” basis, unreasonable wear and tear excepted and no further
Landlord’s Work shall be required unless such work is requested by the Tenant at the Tenant’s cost
and the Landlord agrees to complete such work.



     The Tenant shall not be entitled to make any changes to the work without the Landlord’s prior
written consent, and any such changes shall be made at the sole cost of the Tenant, such cost to be
paid in advance of the Landlord commencing the Landlord’s Work and prior to such changes being
undertaken or any cost incurred with respect to the same, if the Tenant requests changes to the
Landlord’s Work and the Landlord consents to the same, and the Tenant pays the estimated cost of
the same in advance, the Landlord’s Work shall be amended to include such changes. The Tenant
shall pay the actual costs of the same when known, and the parties shall make the appropriate
adjustments with respect to the payment of the cost of estimated changes. If the Tenant has not
paid the cost of such changes prior to the date that the Landlord commences to construct the
Landlord’s Work, the Landlord may complete the Landlord’s Work without changes, and the Tenant
shall not be entitled to request any changes, or the Landlord may make the changes and in such case
the Tenant shall immediately pay the actual costs of the same which shall be collectable as rent.





SCHEDULE “A”-1









 





SCHEDULE “B” — PLAN OF CAMPUS




LOCATION MAP






SCHEDULE “B”-1









 





SCHEDULE “C” — SKETCH OF PREMISES







SCHEDULE “C”-1









 








SCHEDULE “D” — EXCLUSIVE SUPPLIERS





	1.	 	Coca-Cola Bottling Ltd.
	 
	2.	 	Aramark Canada
	 
	3.	 	Air Canada
	 
	4.	 	Telus
	 






SCHEDULE “D”-1