EXHIBIT
10.49


 


SUBLEASE


 


THIS
SUBLEASE, dated June 10,
2008, with an effective date of June 1, 2008 (the “Effective Date”) is by
and between VGX PHARMACEUTICALS, INC., a
Delaware corporation “Sublandlord”, and VGXI, INC., a
Delaware corporation, hereinafter referred to as “Subtenant”.


 


W
I T N E SS E T H:


 


WHEREAS, Sublandlord is a tenant of, and leases from Creekstone
Woodlands, LLC; Creekstone Woodlands 1, LLC; Creekstone Woodlands 2, LLC;
Creekstone Woodlands 5, LLC; and Creekstone Woodlands 6, LLC (collectively “Prime
Landlord”), the following described premises: (the “Premises”) approximately
13,185 net rentable square feet of floor space in a building known and referred
to as Venture Technology Center XI Building, located at 2700 Research Forest
Drive, Suite 180, The Woodlands, Texas 77380 as further described in the
attached Exhibit “A” (the “Prime Lease”);


 


WHEREAS, Subtenant desires to sublease from Sublandlord and Sublandlord
desires to sublease to Subtenant approximately 11,537 net rentable square feet
of the Premises as more specifically set forth on Exhibit “B” attached
hereto and made a part hereof (the “Sublease Premises”);


 


WHEREAS, capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Prime Lease;


 


NOW, THEREFORE, for
good and valuable consideration, the Sublandlord and Subtenant hereby covenant
and agree with each other as follows:


 


1. - INCORPORATION OF WHEREAS CLAUSES: 
The “Whereas”
clauses set forth above are hereby incorporated into and made part of this
Sublease.


 


2. - INCORPORATION OF PRIME LEASE: 
Except as modified by this Sublease, the Prime Lease is incorporated
herein by reference and this Sublease is expressly made subject to all the
terms and conditions of the Prime Lease. 
Any conflict between this Sublease and the Prime Lease shall be governed
by this Sublease.  Except as otherwise
provided herein, Subtenant expressly assumes all obligations under the Prime
Lease arising from and after the Sublease Commencement Date and the Subtenant
agrees to use the Sublease Premises in


 


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accordance with the terms of the Prime Lease and not do or omit to do
anything which will breach any of the terms thereof.  Except as specifically provided herein, nothing
in this Sublease shall be construed to create a privity of estate or contract
between Subtenant and the Prime Landlord. This Sublease shall be expressly
subject and subordinate to all of the terms, covenants and conditions contained
in the Prime Lease, except: (a) any and all referenced to and any
obligation on the part of Prime Landlord and/or Sublandlord to perform tenant
work, construction and/or improvements in respect of the Sublease Premises,
except that this Sublease shall be expressly subject to Paragraph 6 of the
First Amendment to Lease Agreement and the Exhibits referenced therein,
regarding the Approved Alterations, as that term is defined in the First
Amendment to Lease Agreement, and the cost of the Approved Alterations and the
benefits of the Allowance and Required Payment, as those terms are defined in
the First Amendment to Lease Agreement, shall be shared equally by Sublandlord
and Subtenant; and (b) all references to any right(s) to surrender
any portion of the Sublease Premises.  If
Prime Landlord under the Prime Lease fails to perform its obligations,
Subtenant shall notify Sublandlord in writing. 
In such event Sublandlord shall use commercially reasonable efforts to
cause said Prime Landlord to perform its obligations, but Sublandlord shall not
be obligated to incur any cost (unless Subtenant agrees to reimburse
Sublandlord for such cost) or liability therefore, nor shall Sublandlord be
responsible or liable for any such failure of the Prime Landlord. Except as
otherwise provided in this Sublease, Subtenant expressly assumes the
Sublandlord’s obligations arising under the Prime Lease from and after the
Sublease Commencement Date.  In the event
of a conflicting termination date in this Sublease, the termination date in the
Prime Lease shall govern.


 


3. -  TERM AND SCHEDULE OF BASE RENT:  Sublandlord
hereby subleases to the Subtenant the Sublease Premises for a term commencing
on the Effective Date (the “Sublease Commencement Date”), and expiring on the
date the Prime Lease expires or is terminated pursuant to the terms of the
Prime Lease (the “Sublease Term”), at the monthly rent (“Base Rent”) pursuant
to the following schedule:


 


(a)                                   June 1, 2008 through October 31,
2008:  $17,786.02 per month; and


 


(b)                                 November 1, 2008 through October 31,
2009:  $18,026.37 per month; and


 


(c)                                  November 1, 2009 through October 31,
2010:  $18,266.72 per month; and


 


(d)                                 November 1, 2010 through October 31,
2011:  $18,507.07 per month; and


 


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(e)                                  November 1, 2011 through October 31,
2012:  $18,747.43 per month; and


 


(f)                                    November 1, 2012 through October 31,
2013:  $18,987.77 per month; and


 


(g)                                 November 1, 2013 through October 31,
2014:  $19,288.13 per month; and


 


(h)                                 November 1, 2014 through October 31,
2015:  $19,468.48 per month; and


 


(i)                                     November 1, 2015 through October 31,
2016:  $19,708.83 per month; and


 


(j)                                     November 1, 2016 through October 31,
2017:  $19,949.18 per month.


 


4. - PAYMENT OF BASE RENT: The Base Rent is payable in advance without any offsets, or
deductions, on the first business day of each and every month during the
Sublease Term. Notwithstanding the foregoing, Subtenant shall pay to
Sublandlord Base Rent for the first full month of the Sublease Term in the
amount of Seventeen Thousand Seven Hundred Eighty Six and 02/100 dollars
($17,786.02) upon Subtenant’s execution of this Sublease.  Subtenant shall pay the Base Rent to
Sublandlord at VGX Pharmaceuticals, 450 Sentry Parkway, Blue Bell, PA 19422
Attention: Gene Kim.  If the Subtenant fails to pay the Base Rent
within 5 business days after it is due, the Subtenant shall also pay a late
charge equal to 5% of the unpaid Base Rent, plus interest at 2% per month or
the maximum allowable by law, whichever is less, on the remaining unpaid
balance, retroactive to the date originally due until paid.  These charges are not penalties but are
designed to reasonably compensate Sublandlord for its administrative,
processing and accounting costs.


 


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5. - ADDITIONAL RENT:  Subtenant shall be responsible for and pay to
Sublandlord, payable in advance
without any offsets, or deductions, on the first business day of each and every
month during the Sublease Term, its pro
rata share of the Additional Rent, including, without limitation, Operating
Expenses and Utilities, as set forth under the Prime Lease.  Subtenant’s pro rata share of Additional Rent
is 87.5% of the Additional Rent owed under the Prime Lease.  If Sublandlord shall make any
expenditure for which Subtenant is responsible, or if Subtenant shall fail to
make any payment which Subtenant is obliged to make hereunder, then the amount
thereof may, at Sublandlord’s option, be added to any installment of Base Rent
then due or thereafter becoming due as Additional Rent, and such amounts shall
be subject to the appropriate charges as set forth in this Sublease.


 


6. - USE OF SUBLEASE PREMISES:  Subtenant shall use the Sublease Premises solely for the intended use as per Section 3
of the First Amendment to Lease.


 


7. - COMPLIANCE WITH LAWS, ORDINANCES, AND ENVIRONMENTAL: Subtenant shall fully comply with all laws,
ordinances, requirements, and regulations of the federal, state, county,
municipal, and other authorities, regulations, codes (including all building
codes, zoning codes, fire, health, air quality, police or sanitary codes) and
any other government requirement, including ADA and OSHA requirements,
environmental requirements and underwriter requirements, as well as any private
restrictions or covenants recorded against the property, which directly or
indirectly impose a duty upon Sublandlord with respect to the use, occupancy,
alteration or condition of the Sublease Premises.  In the event of a violation of any
environmental law by Subtenant, Subtenant represents, covenants and warrants
that it will indemnify and hold Sublandlord harmless from any claim under the
Prime Lease, at law or in equity to which Sublandlord may be subjected.


 


8. - VIEWING SUBLEASE PREMISES: 
Subtenant shall use the Sublease Premises exclusively for the purpose
set forth herein. However, in the event Subtenant does not execute a direct
lease with Landlord prior to or during the last three (3) months of this
Sublease, or any extension thereof, Subtenant shall permit the Landlord to
display the usual “To Let” signs and to show the Sublease Premises to
prospective tenants.  Subtenant further
agrees that at a reasonable time after reasonable notice to Subtenant during
the Sublease Term Sublandlord, Prime Landlord, or their agents, may enter the Sublease
Premises for the purpose of examining the condition thereof, or to make repairs
in any part of the Building, but in making such reservation, Sublandlord does
not assume any liability for the care or supervision of the Sublease Premises
or appurtenances.


 


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9. - ALTERATIONS AND ASSIGNMENT: 
Subtenant will not make or permit to be made any alterations or
additions to said Sublease Premises, nor assign, mortgage, or pledge this
Sublease, nor sublet the whole or any part of the Sublease Premises without
Sublandlord’s written consent, subject to any limitations contained in the
Prime Lease, and such consent shall not be unreasonably withheld, conditioned,
or delayed.  Any consent by Sublandlord
shall apply solely to the particular transaction consented to and shall not
constitute a waiver by Sublandlord of any other provision of this Sublease.


 


10. - INSURANCE:  Subtenant will not by any act of commission
or omission cause an increase in the rate of insurance or the cancellation of
any insurance policy.  In the event of
any increase in the rate of insurance caused by Subtenant’s occupancy,
Subtenant agrees to pay on demand the amount of any such increase, and in
default of such payment, such amount may be added to the next installment of
Base Rent as Additional Rent. Subtenant shall, at its sole cost and expense,
obtain and maintain during the Sublease Term, Commercial General Liability
Insurance, including Contractual Liability coverage, with limits of not less
than One Million Dollars ($1,000,000).  All insurers must be
licensed to do business in Texas and must by rated “A-” or higher under the
most current edition of A.M. Best’s Key Rating Guide, a Lloyds of London
underwriter, or an insurance company 
agreed to by the Prime Landlord. Subtenant shall deliver to Sublandlord prior to taking possession a
certificate evidencing such coverage. 
Such insurance policies shall provide for no cancellation or material
alteration without thirty (30) days prior written notice to Sublandlord.
Sublandlord and Subtenant shall cause each insurance policy carried by it and
insuring the Sublease Premises and its fixtures and contents against loss by
fire and causes covered by standard extended coverage to be written in a manner
so as to provide that the insurance company waives all right of recovery by way
of subrogation against the other in connection with any loss or damage covered
by any such policies.  Neither party
shall be liable to the other for, and each party hereby waives and releases the
other party from any claims and liability for, any loss or damage caused by
fire or any of the risks enumerated in standard extended coverage insurance,
provided such insurance was obtainable at the time of such loss or damage, regardless
of whether such insurance was actually maintained by either party, AND EVEN IF THE LOSS OR DAMAGE WAS CAUSED BY THE NEGLIGENCE OF THE
OTHER PARTY. Each party shall provide a certificate evidencing such
coverage, upon request, and provide for no cancellation or material alteration
without 30 days written notice to the insured and additional insured(s).


 


11. - SIGNS:
Subtenant shall not install any awnings, advertisements, or signs on any part
of the Sublease Premises without Sublandlord’s written consent, subject to any
limitations contained in the Prime Lease.


 


12. - INDEMNIFICATION:  Sublandlord shall not be
responsible for any defect or change of condition in said Sublease Premises,
nor for any damage thereto, nor to any person, nor to


 


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goods
or things contained therein due to any cause whatsoever except for the
negligence or willful misconduct of the Sublandlord, and subject to the waiver
of claims and liability set forth in Section 10 above, Subtenant will
indemnify Sublandlord from and against any claims, demands, and actions arising
in connection with Subtenant’s use of the Sublease Premises, or the use by any
person occupying said Sublease Premises during the Sublease Term, or by reason
of any breach or non-performance of any covenant herein by Subtenant, or the
violation of any law or regulation by Subtenant.  Subtenant’s obligation to indemnify
Sublandlord shall apply to actions and claims for damages or liability only to
the extent that such actions or claims arise out of the use and occupancy of
the Sublease Premises by Subtenant.


 


Sublandlord
shall defend, indemnify and hold Subtenant harmless from and against any and
all claims and/or demands for liability, losses, damages and/or costs and expenses,
including, without limitation, penalties, fines and reasonable attorneys’ fees
and costs (“Claims”) to the extent that such Claims result from or arise out of
(a) Sublandlord’s negligence or failure to perform any of its obligations
under this Sublease or the Prime Lease; (b) breach or default in the
performance of any obligation to be performed by Sublandlord under the terms of
this Sublease or the Prime Lease; or (c) any act or omission of
Sublandlord or of its agents or employees; provided that the provisions of this
paragraph shall not apply to any Claims to the extent arising from or in
connection with any negligent or intentional conduct of the Subtenant or of any
of its related parties or agents.


 


13. - FIRE AND CASUALTY:  If the Sublease Premises shall
be so damaged by fire, other casualty, or act of the public enemy so as to be
substantially destroyed, then this Sublease shall terminate and any unearned
Base Rent or Additional Rent paid in advance by Subtenant shall be apportioned
and refunded to it, but in case the Sublease Premises are not substantially
destroyed, Sublandlord will endeavor to have the Prime Landlord restore the
Sublease Premises and a just proportion of the Base Rent and Additional Rent
shall abate according to the extent to which Sublease Premises have been
rendered untenantable until the Sublease Premises have been restored.  The Subtenant agrees to give the Sublandlord
immediate notice of any damage to the Sublease Premises.


 


14. - DEFAULT:  In the event Subtenant fails to perform or
observe any of the covenants contained herein on its part to be observed and
performed for ten (10) days after written notice by Sublandlord to
Subtenant (provided, however, if such failure cannot reasonably be cured within
ten (10) days, then such failure shall not be a default provided that
Subtenant commences to cure the failure within said ten (10) day period
and thereafter diligently and in good faith continues to cure the failure), (a) Sublandlord
may forthwith terminate or cancel this Sublease by notifying Subtenant as
hereinafter provided, and upon such


 


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termination or cancellation, Subtenant shall be liable to Sublandlord
for the actual damages Sublandlord sustains by reason of Subtenant’s breach of
covenant and of such termination or cancellation, but in no event shall actual
damages exceed the net present value of the difference between the Base Rent
provided for herein and the fair market sublease rental value of the Sublease
Premises for the remainder of the Sublease Term; or (b) Sublandlord may
forthwith re-enter the Sublease Premises without notice and upon re-entry may
let the Sublease Premises or any part thereof as agent for Subtenant and
receive the rent therefor, applying the same first to the payment of such
expense as Sublandlord may be out of pocket by way of entering and letting the
Sublease Premises and then to the payment of the Base Rent and the fulfillment
of Subtenant’s covenants hereunder; and Subtenant agrees to pay and shall be
liable for amounts equal to the several installments of rent as they would,
under the terms of this Sublease, become due if no default had occurred,
whether the Sublease Premises be re-let or remain vacant in whole or in part
for a period less than the remainder of the Sublease Term, or for the whole
thereof, but Subtenant shall be entitled to be credited at the end of each
month with any net amounts actually received by Sublandlord during such months
for the use or occupancy of the Sublease Premises or any part thereof;
provided, however, that all sums paid and liabilities incurred by Sublandlord
for any of the purposes aforesaid (which Subtenant also agrees to pay and shall
be liable for) shall have been first paid in full to Sublandlord, either directly
by Subtenant or out of moneys actually received for renting said Sublease
Premises after Sublandlord shall have received undisputed possession thereof,
and the maintenance of any action or proceeding to recover possession of the
Sublease Premises or any installment or installments of Base Rent, Additional
Rent or any other moneys that may be due or become due from Subtenant to
Sublandlord shall not preclude Sublandlord from thereafter instituting and
maintaining subsequent actions or proceedings for the recovery of possession of
the Sublease Premises or of any subsequent payment or payments of Base Rent,
Additional Rent or any other moneys that may be due or become due from
Subtenant to Sublandlord. A waiver by Sublandlord of any breach or breaches by
Subtenant of any one or more of the covenants or conditions hereof shall not
bar forfeiture or waive any other rights or remedies of Sublandlord for any
subsequent breach of any such or other covenants and conditions. All notices to
quit or vacate being hereby expressly waived, any law, usage or custom to the
contrary notwithstanding.


 


15. - CONDEMNATION: In the event the Sublease Premises or any part thereof are taken or
condemned for a temporary or permanent public or quasi-public use, Sublandlord
may, at its option, terminate this Sublease and in such event any unearned Base
Rent or Additional Rent paid in advance shall be returned to Subtenant.


 


16. - NOTICES:  All notices to be given hereunder by either
party shall be in writing and shall be sent by registered mail addressed to the
party intended to be notified at the address


 


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set
forth herein or as may be from time to time designated in writing to the other
party and giving such notice shall be a sufficient service thereof. Any such
notice shall be sent to the Sublandlord addressed as VGX Pharmaceuticals Inc.,
2700 Research Forest Dr., Suite 180, The Woodlands, Texas 77381, Attn:
Gene Kim; and to the Subtenant addressed as VGXI, Inc., 2700 Research Forest
Dr., Suite 180, The Woodlands, Texas 77381, Attn: Henry Hebel.  Sublandlord and Subtenant each reserve the
right to designate additional persons to whom required copies of notices shall
be sent.


 


17. -
TERMINATION:  If at any time proceedings in bankruptcy, or
pursuant to any other act for the relief of debtors, shall be instituted by or
against Subtenant, or if Subtenant shall assign over Subtenant’s estate or
effects for payment thereof, or if any execution shall issue against Subtenant
or any of Subtenant’s effects whatsoever, or if a receiver or trustee shall be
appointed of Subtenant’s property, or if this Sublease shall by operation of
law, devolve upon or pass to any person or persons other than Subtenant, then
and in each of said cases, Sublandlord may terminate this Sublease forthwith by
notifying Subtenant as herein provided. 
Upon such termination all sums due and payable or to become due and
payable by Subtenant shall at once become due and payable.


 


18. - QUIET POSSESSION:  Sublandlord hereby covenants
that Subtenant, upon paying the Base Rent and Additional Rent and performing
all the covenants and agreements agreed to herein, may quietly enjoy the
Sublease Premises, except as herein otherwise provided, subject, however, to
the terms of the Sublease, and to the terms of any mortgages which may now or
hereafter affect the Sublease Premises.


 


19. - WAIVER OF SUBROGATION:  Sublandlord and Subtenant waive
all rights, each against the other, for damages caused by fire or other perils
where such damages are sustained in connection with the occupancy of the
Sublease Premises.


 


20. - HOLDOVER:  Should Subtenant continue to hold the
Sublease Premises after the Sublease term expires, Subtenant shall be
responsible for any damages suffered by Sublandlord under the Prime Lease and
any and all actual damages incurred by Sublandlord.  This provision shall not be construed,
however, as permission by Sublandlord for Subtenant to holdover.


 


21 - SUBLEASE CONDITIONED ON CONSENT:  This
Sublease is subject to, and conditioned upon, Sublandlord’s obtaining the
written consent of the Prime Landlord under the Prime Lease if such consent is
required by the Prime Lease.  In the
event that such consent is not obtained within fifteen (15) days after the date
of this Sublease, Subtenant shall have the right to terminate this Sublease by
giving written notice thereof to Sublandlord. 
If Prime Landlord’s consent to this Sublease is not required under the
terms of


 


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the
Prime Lease, then the Parties agree to provide Prime Landlord with written
notice, in accordance with the notice provisions of the
Prime Lease, within a period of thirty (30) days following the date
of execution of this Sublease accompanied by a copy of this Sublease and any
other documents necessary to complete this Sublease.


 


22. –
OTHER:  This Sublease is subject to the following
provisions:


 


(A)                            Subtenant shall not be obligated to perform
any obligations of Sublandlord under the Prime Lease that pertain to areas of
the Building or the Premises other than the Sublease Premises.  Subtenant is not to be obligated to make any
improvements or alterations to the Sublease Premises or the Building systems
located therein in order to comply with applicable laws or otherwise.


 


(B)                              Subtenant shall have no obligation to cure a
default under the Prime Lease caused by the acts or omissions of Sublandlord,
its agents, contractors, employees or invitees.


 


(C)                              Subtenant shall not be required to pay any
Base Rent, Additional Rent or other rent owed by Sublandlord under the Prime
Lease to Prime Landlord.  Sublandlord
shall pay all such Base Rent, Additional Rent and other rent as and when the
same are due and payable under the Prime Lease.


 


(D)                             Subtenant shall not be responsible for the
acts and omissions of Sublandlord, its agents, employees, contractors or
invitees nor required to perform Sublandlord’s obligations under the Prime
Lease as a result of such acts or omissions. 
Sublandlord shall indemnify and hold Subtenant harmless from any claims,
liabilities, obligations, losses, costs, or expenses arising out of, the acts
or omissions of Sublandlord, its agent, employees, contractors, licensees or
invitees.


 


(E)                               Subtenant shall not be required to maintain
Sublandlord’s insurance under the Lease (which Sublandlord shall continue to
maintain as required thereunder) but shall maintain the types and amounts of
insurance in its name as required of Sublandlord under the Lease naming
Landlord and Sublandlord as additional insureds.


 


(F)                               Subtenant shall not be responsible for any
representations made by Sublandlord, its agents or employees under the Prime
Lease.


 


(G)                              Subtenant shall not be required to remove any
alterations, additions or improvements existing in the Sublease Premises as of
the Sublease Commencement Date that Sublandlord is required to remove under the
Prime Lease, including, without limitation, the Approved Alterations.


 


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(H)                               Any occupancy of the Sublease Premises by Subtenant
prior to the Sublease Commencement Date shall be subject to all terms and
conditions of this Sublease; however, no Base Rent or Additional Rent shall be
payable with respect to such early occupancy.


 


(I)                                    Sublandlord shall use reasonable efforts to obtain
an agreement from Landlord that the waiver and release of claims set forth in Section 26
of the Prime Lease shall inure to the benefit of Subtenant, its officer,
employees and agents.


 


(J)                                   Sublandlord represents and warrants that (1) the
copy of the Prime Lease and any amendments thereto attached hereto as Exhibit “A”
is a true and complete copy of the Prime Lease and such amendments and the
Prime Lease have not been amended, modified or supplemented except as reflected
on Exhibit “A”, and (2) neither Prime Landlord nor Sublandlord is in
default under the Prime Lease, and no condition or circumstance exists which,
with notice or the passage of time, would be a default by either Prime Landlord
or Sublandlord under the Prime Lease.


 


(K)                               Sublandlord shall not modify or amend the
Prime Lease in any manner that would (1) adversely affect Subtenant’s
rights under this Sublease in any way other than a de minimis manner or (2) increase
Subtenant’s obligations under this Sublease. 
Sublandlord shall not terminate the Prime Lease unless Sublandlord
provides Subtenant with an executed non-disturbance and recognition agreement
from Landlord that permits Subtenant to continue in occupancy of the Sublease
Premises on the terms and conditions of this Sublease for the remainder of the
Sublease Term following any such termination (assuming the Sublease had not
terminated).  If for any reason the term
of the Prime Lease shall terminate prior to October 31, 2017 as a result
of the voluntary termination thereof by Sublandlord or any default by
Sublandlord under the Prime Lease, then Sublandlord shall be liable to
Subtenant for, and Sublandlord shall indemnify Subtenant from and against, all
damages resulting therefrom, provided that such termination was not a result of
a default under the Prime Lease caused by a default by Subtenant hereunder.


 


(L)                                 Notwithstanding anything to the contrary
contained in this Sublease, in no event shall Sublandlord or Subtenant be
liable for any claim for special, indirect, consequential, exemplary, punitive
or incidental damages, including without limitation, any claims for loss of
profits and/or loss of business opportunity, each party to this Sublease
knowingly and voluntarily waiving and releasing any such claims other than for
actual damages.


 


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(M)                            If, as a result of this Sublease, Subtenant
or the Sublease Property is subject to any new requirements under applicable
law (including the Americans with Disabilities Act of 1990), then Sublandlord
and Subtenant shall share equally the costs or expenses to comply with such
requirements.  Similarly, Sublandlord and
Subtenant shall share equally in the maintenance costs and repair costs related
to the HVAC system for the Sublease Premises after the Prime Landlord’s
one-year warranty expires on October 31, 2008 in accordance with Paragraph
7 of the First Amendment to Lease Agreement.


 


(N)                               Subject to the approval and consent of the
Prime Landlord, the following provisions of the First Amendment to Lease
Agreement are expressly made part of this Sublease and shall inure to the
benefit of Sublandlord and Subtenant: (1) The Renewal Option contained in
Paragraph 12 and Exhibit “C”; (2) the Preferential Lease Right
contained in Paragraph 13 and Exhibit “D”; and (3) the Early
Termination Right contained in Paragraph 14 and Exhibit “E.”


 


21. -
BROKERS: Subtenant
and Sublandlord each hereby represents to the other that it has not been
represented by, has not engaged, and has not involved in this transaction any broker,
agent or other commissionable party in connection with or relating to the
transaction described in this Sublease, except Palermo REI, LP d/b/a
PalermoBarr Commercial Real Estate Advisors (“Sublandlord’s Broker”), for which
Subtenant is solely responsible. 
Subtenant and Sublandlord each agree to indemnify, defend and hold
harmless the other party from and against any and all claims, suits, actions,
proceedings, judgments, liabilities, losses, expenses and costs, including
without limitation, costs of court, litigation expense, and reasonable attorney’s
fees, resulting from or arising out of any breach of its foregoing
representation, or by any claim by any broker asserting a claim contrary to its
above representation (or, in the case of the indemnity by Subtenant, any claims
by the broker it has engaged, if any), and any claim by Sublandlord’s Broker
for any commission.


 


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of page left intentionally blank.


 


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The
covenants and agreements contained in the foregoing Sublease are binding upon
the parties hereto and their respective executors, administrators, successors,
legal representatives and assigns.


 


IN WITNESS WHEREOF, the parties have executed this Sublease as of the date first written
above.


 


 


	
   

  	
  SUBLANDLORD:

  
	
   

  	
   

  
	
   

  	
  VGX
  PHARMACEUTICALS, INC., a Delaware 

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/Gene Kim

  
	
   

  	
   

  
	
   

  	
  Name:
  

  	
   

  	
  Gene Kim

  
	
   

  	
   

  
	
   

  	
  Title:
  

  	
   

  	
  CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUBTENANT:

  
	
   

  	
   

  
	
   

  	
  VGXI, Inc., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/Henry
  Hebel

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Henry
  Hebel

  
	
   

  	
   

  
	
   

  	
  Title:
  

  	
   

  	
  V.P.
  Operations

  
									



 


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Exhibit “A”


 


(the “Prime Lease”)


 


Lease
dated August 20, 2001 by and between Woodlands VTO 2000 Land, L.P.,
predecessor in interest to Prime Landlord, and Applied Veterinary Systems, Inc.,
predecessor in interest to Sublandlord and modified by First Amendment to Lease
Agreement, dated November 12, 2007 by and between the Prime Landlord and
Sublandlord.  Copies of the Prime Lease,
as amended by the First Amendment to Lease Agreement are attached hereto.


 


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Exhibit “B”


 


(the “Sublease Premises”)


 


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