Exhibit 10.1



 




Exhibit 10.1








SUBLEASE




     THIS AGREEMENT, made as of the 1st day of January, 2004, between RFG
ASSOCIATES, a New York general partnership, having offices at 1250
Pittsford-Victor Road, Building 200, Suite 280, Pittsford, New York 1434
(“Sublandlord”) and eXegenics, Inc. having offices at                     (“Subtenant”).



WITNESSETH:




     WHEREAS, by lease dated January 22, 1997, as amended by First Amendment to
Lease dated May 25, 2000 and Second Amendment to Lease dated February 7, 2002
(the “Prime Lease”), Sublandlord leases from The Uniland Partnership of
Delaware L.P., successor in interest to Mills Associates III (the “Prime
Landlord”) 1,971 square feet of rentable area in the premises located at 1250
Pittsford-Victor Road, Building 200, Suite 280, Pittsford, New York 14534 (the
“Building”); and



     WHEREAS, Subtenant desires to sublease 500 square feet of rentable area
from Sublandlord as outlined on Exhibit A attached hereto and made a part
hereof (the “Premises”).



     NOW, THEREFORE, for and in consideration of the foregoing and for other
good and valuable consideration and of the mutual agreements hereinafter set
forth, Sublandlord and Subtenant stipulate, covenant and agree as follows:


1. Premises; Term




     Sublandlord hereby subleases to Subtenant the Premises for a
month-to-month term This Agreement is terminable by either parry upon thirty
(30) days’ notice.


2. Use




     Subtenant shall use and occupy the Premises for executive and
administrative purposes only and for no other purposes.


3. Rent




     A. Subtenant shall pay Sublandlord the monthly rental of $625.00, payable
in advance on the first day of each month without deduction, setoff or demand.
Rent for any portion of a month shall be prorated on a thirty (30) day basis.
Rent payments shall be payable to and delivered to Sublandlord at the address
set forth above, or such other place as Sublandlord may designate in writing.



     B. Subtenant shall pay as additional rent Subtenant’s pro rata
share(hereinafter defined) of any increases in “building operating costs” (as
defined in the Prime Lease) for which Sublandlord is responsible pursuant to
Article 18 of the Prime Lease. Subtenant’s pro rate share is 24%, which is the
ratio that square feet of rentable areas of the premises bears to square feet
rentable area in the Building. Sublandlord shall furnish Subtenant with a true
copy of the



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Exhibit 10.1



statement of operating expenses, delivered by Prime Lessor to Sublandlord
pursuant to the Prime lease and include thereon a detailed statement of
Subtenant’s pro rata share of any increase in operating expenses. Subtenant
shall reimburse Sublandlord within ten (10) days after the operating expense
statement is furnished to Subtenant.



5. Preparation for Occupancy




     At the commencement of the of this Agreement, Subtenant shall accept the
Premises in its then “as is” condition, “broom clean”, and all of Subtenant’s
furniture, fixtures, equipment and other personal property shall be removed
therefrom at Subtenant’s expense prior to the expiration of the term.
Sublandlord shall not be required to perform work of any kind or nature.


6. Incorporation of Prime Lease




     This Sublease is subject to all of the terms of the Prime Lease with the
same force and effect as if fully set forth herein at length, excepting only as
otherwise specifically provided herein. All of the terms with which Sublandlord
is bound to comply under the Prime Lease shall, to the extent only that they
apply to the Premises and except as otherwise provided herein, be binding upon
Subtenant, and all of the obligations of Prime Lessor set forth in the Prime
Lease shall, to the extent that they apply to the Premises, inure to
Subtenant’s benefit. It is the intention of the parties that, except as
otherwise provided in this Sublease, the relationship between Sublandlord and
Subtenant shall be governed by the language of the various articles of the
Prime lease as if they were typed out in this Sublease in full, and the words
“Landlord”, “Tenant” and “Lease” as used in the Prime Lease, shall read,
respectively. “Sublandlord”, “Subtenant” and “Sublease”.


7. Quiet Enjoyment




     A. Sublandlord covenants and agrees with Subtenant that upon Subtenant
Paying the rent and additional rent reserved in this Sublease and observing and
performing all of the other obligations, terms, covenants and conditions of
this Sublease on Subtenant’s part to be observed and performed, Subtenant may
peaceably and quietly enjoy the Premises; provided, however, that this Sublease
shall automatically terminate upon termination of the Prime Lease and Subtenant
shall have no claim against Sublandlord unless such termination was caused by
the default of Sublandlord in the performance of its obligations under the
Prime lease which have been assumed by Sublandlord under this Sublease and have
not been assumed by Subtenant hereunder.



     B. Subtenant covenants and agrees that Subtenant shall not do or suffer
or permit anything to be done which would constitute a default under the Prime
Lease or would cause the Prime Lease to be cancelled, terminated or forfeited
by virtue of any rights of cancellation, and replacements to the Building and
Premises, compliance with laws, and restoration of the Premises and Building
after casualty or condemnation. Therefore, notwithstanding anything to the
contrary contained in this Sublease, Subtenant agrees that Subtenant shall look
solely to Prime Landlord to furnish all services and maintenance and to perform
all obligation which Prime Landlord has agreed to perform and observe under the
Prime Lease. Sublandlord shall not



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Exhibit 10.1



be liable to Subtenant or be deemed in default hereunder for failure of Prime
Landlord to furnish or perform the same. However, whenever under the terms of
the Prime Lease, Prime Landlord shall fail to perform any of its Prime Lease
obligations pertaining to the Premises, Subtenant may, at its option, enforce
performance thereof if and to the extent authorized by the terms of the Prime
Lease, and Sublandlord shall cooperate with Subtenant in such enforcement.
However, Sublandlord shall not be obligated to initiate any arbitration or
legal proceeding or otherwise to enforce the Prime Lease.



11. Casualty and Condemnation




     Article 16, titled “Eminent Domain” and Article 17, titled “Fire,
Casualty, Etc.” of the Prime lease are modified to provide that if by operation
of either of these two Articles the Prime Lease is not terminated and continues
in full force and effect, this Sublease shall not be terminated but shall also
continue in full force and effect, except that until the Premises are restored
in accordance with these two Articles there shall be a proportionate abatement
of rent and additional rent payable hereunder to the extent of damage to the
Premises as determined by Prime Landlord, Sublandlord and Subtenant; provided,
however, that such abatement shall in no event exceed the abatement granted to
Sublandlord under the Prime Lease for the Premises and, provided further, that
no compensation or claim or reduction will be allowed or paid by Sublandlord by
reason of inconvenience, annoyance or injury to Subtenant’s business arising
from the necessity of effecting repairs to the Premises or any portion of the
Building, whether such repairs are required by operation of these two Articles
or any other provision of the Prime Lease.



12. Binding and Entire Agreement




     This Sublease shall be binding on Subtenant and its heirs and executors,
and on the respective legal representatives, successors and assigns of the
parties. This Sublease contains the entire agreement of the parties with
respect to the subject matter herein and may not be modified except by
instrument in writing which is signed by both parties.



13. Broker




     Subtenant warrants and represents to Sublandlord that no Person has
negotiated or brought about this transaction and covenants and agrees to
defend, indemnify and save harmless Sublandlord from and against any claim
which may be asserted against Sublandlord by any Person other than for brokerage
fees or commissions if (a) the claim is made in connection with this
transaction and (b) Subtenant employed or dealt with the claiming Person.
Subtenant shall reimburse Sublandlord for reasonable expenses, losses, costs and
damages (including reasonable attorneys’ fees and court costs if Subtenant
fails or refuses to defend as herein required) incurred by Sublandlord in
connection with such claims. This Article shall survive the expiration or
earlier termination of this Sublease.



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Exhibit 10.1




14. Relationship to Prime Landlord




     Sublandlord acknowledges and agrees that, as between Sublandlord and Prime
Landlord, Sublandlord shall remain the primary obligor under the Prime Lease.
This acknowledgement is made by Sublandlord so that Sublandlord may execute and
deliver this Agreement without the necessity of acquiring Prime Landlord’s
consent, and shall in no way limit Sublandlord’s rights and remedies against
Subtenant.



     IN WITNESS WHEREOF, duly authorized representatives of the parties hereto have
executed this Sublease as of the day and year first above written.



	 	 	 	 	 
	WTI’NESS:	 	RFG ASSOCIATES
	 
	 	 	 	 
	

	 	By:
	 	/S/
	

	 	 	 	
 
	

	 	 	 	Name: Mark A. Paganelli
	

	 	 	 	Title: Partner
	 
	 	 	 	 
	WITNESS:	 	EXEGENICS, INC.
	 
	 	 	 	 
	

	 	By:
	 	/S/
	

	 	 	 	
 
	

	 	 	 	Name: David Riggs
	

	 	 	 	Title: President








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