Exhibit 10.27

 

	

    	
Online   Office Agreement
    


 

	
Agreement   Date: November 20, 2012
    	
 
    	
Confirmation   No: 4540309
    


 

	
Business   Center Details
    	
 
    	
 
    	
 
    	
Client   Details
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
CA, San Diego – University Town   Center
    	
 
    	
Company   Name
    	
 
    	
Methylgene   Inc.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Address
    	
 
    	
4660   La Jolla Village Dr.
    	
 
    	
Contact   Name
    	
 
    	
Charles   Baum
    
	
 
    	
 
    	
Suite 500
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
San   Diego
    	
 
    	
Address
    	
 
    	
7220   Frederick-Banting
    
	
 
    	
 
    	
California
    	
 
    	
 
    	
 
    	
Suite 200
    
	
 
    	
 
    	
92122
    	
 
    	
 
    	
 
    	
Montreal
    
	
 
    	
 
    	
United   States of America
    	
 
    	
 
    	
 
    	
Quebec
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
H4S2A1
    
	
Sales   Manager
    	
 
    	
Jennifer   Gassaway
    	
 
    	
 
    	
 
    	
Canada
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
Phone
    	
 
    	
+   (858) 229-2906
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
Email
    	
 
    	
cmbaum13@gmail.com
    
									


 

Office payment Details (exc. tax and exc. services)

 

	
Office   Number
    	
 
    	
Number   of people
    	
 
    	
Price   per Office
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
523
    	
 
    	
1
    	
 
    	
 
    	
$ 990.00
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Initial   Payment:
    	
 
    	
 
    	
First month’s fee:
    	
 
    	
$ 990.00
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
Service Retainer:
    	
 
    	
$ 1,485.00
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
Total Initial Payment:
    	
 
    	
$ 2,475.00
    


 

	
Service   Provision:
    	
 
    	
Start   Date:
    	
 
    	
January 01,   2013
    	
 
    	
End   Date
    	
 
    	
March 31,   2013
    


 

All agreements end on the last calendar day of the month.

 

Comments:

 

* Prompt payment discount applied to office fee – Total Savings of $474.96

 

Service Retainer has been reduced from the standard 2x the monthly office fee to 1.5x the monthly office fee.

 

Terms and Conditions

 

We are Regus Management Group, LLC “Regus”.  This Agreement incorporates our terms of business set out on our Terms and Conditions which you confirm you have read and understood.  We both agree to comply with those terms and our obligations as set out in them.  This agreement is binding from the agreement date and may not be terminated once it is made, except in accordance with its terms.  Note that the Agreement does not come to an end automatically.  See “Bringing your Agreement to an end”.

 

x          I accept the terms and conditions.

 











 

Confirm by typing your name in the box below

 

	
Name:
    	
 
    	
Charles   M. Baum, MD, PhD
    	
 
    	
On   behalf of Methylgene Inc.
    


 

	
 
    	
 
    	
Signed on
    
	
I   confirm these details are correct to the best of my knowledge
    	
 
    	
November 21, 2012
    


 

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1.              This Agreement

 

1.1                 Nature of this agreement:  This agreement is the commented equivalent of an agreement for accommodation(s) in a hotel.  The whole of the Center remains in Regus’ possession and control.  THE CLIENT ACCEPTS THAT THIS AGREEMENT CREATES NO TENANCY INTEREST, LEASEHOLD ESTATE OR OTHER REAL PROPERTY INTEREST IN THE CLIENTS FAVOUR WITH RESPECT TO THE ACCOMMODATION(S).  Regus is giving the Client the right to share with Regus the use of the Center on these terms and conditions, as supplemented by the House Rules, so that Regus can provide the services to the Client.  This agreement is personal to the Client and cannot be transferred to anyone else.  This agreement is composed of the front page describing the accommodation(s), the present terms and conditions and the House Rules.

 

1.2                 Comply with House Rules:  The client must comply with any House Rules which Regus imposes generally on users of the Center.  The House Rules vary from country to country and from Center to Center and these can be requested locally.

 

1.3                 Duration:  This agreement lasts for the period stated in it and then will be extended automatically for successive periods equal to the current term but no less than 3 months (unless local renewal term limits apply) until brought to an end by the Client or by Regus.  All periods shall run to the last day of the month in which they would otherwise expire.  The fees on any renewal will be at the then prevailing market rate.

 

1.4                 Bringing this agreement to an end:  Either Regus or the Client can terminate this agreement at the end date stated in it, or at the end of any extension or renewal period, by giving at least three months written notice to the other.  However, if this agreement, extension or renewal is for three months or less and either Regus or the Client wishes to terminate it, the notice period is two months or (if two months or shorter) one week less than the period stated in this agreement.

 

1.5                 Ending the agreement immediately.  To the maximum extent permitted by applicable law, Regus may put an end to this agreement immediately by giving the Client notice and without need to follow any additional procedure if (a) the Client becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fail due, or (b) the Client is in breach of one of its obligations which cannot be put right or which Regus have given the Client notice to put right and which the Client has failed to put right within fourteen (14) days of that notice, or (c) its conduct, or that of someone at the Center with its permission or invitation, is incompatible with ordinary office use.

 

If Regus puts an end to this agreement for any of these reasons, it does not put an end to any outstanding obligations, including additional services used and the monthly office fee for the remainder of the period for which this agreement would have lasted if Regus had not ended it.

 

1.6                 If the Center is no longer available:  In the event that Regus is permanently unable to provide the services and accommodation(s) at the Center stated in this agreement, then this agreement will end and the Client will only have to pay monthly office fees as to the date it ends and for the additional services the Client has used.  Regus will try to find suitable alternative accommodation(s) for the Client at another Regus Center.

 

1.7                 When this agreement ends the Client is to vacate the accommodation(s) immediately, leaving the accommodation(s) in the same condition as it was when the Client took it.  Upon the Client’s departure of if the Client, at is option, chooses to relocate to different rooms within the Center, Regus will charge an Office Restoration Service fee to cover normal cleaning and testing and to return the accommodation(s) to its original state.  This fee will offer by country and is listed in the House Rules.  Regus reserves the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear.  If the Client leaves any property in the Center, Regus may dispose of it at the Client’s cost in any way Regus chooses without owing the Client any responsibility for it or any proceeds of sale.  When a Client vacates its accommodation(s) inevitably Regus continues to receive the Client’s mail, faxes, telephone calls and visitors.  In order to professionally manage the redirection of the Client’s calls, mail, faxes and visitors Regus charges a one time Business Continuity Service.  This service lasts for three months after the end of the date of this agreement.  If in the event that there are no calls, mail, faxes or visitors this service will not be applied.  This fee is located in the house rules.

 

If the Client continues to use the accommodation(s) when this agreement has ended, the Client is responsible for any loss, claim or liability Regus incurs as a result of the Client’s failure to vacate on time.  Regus may, at its discretion, permit the Client an extension subject to a surcharge on the monthly office fee.

 

1.8                 Employees:  While this agreement is in force and for a period of six months after it ends, neither Regus nor the Client may knowingly solicit or offer employment to any of the others staff employed in the Center.  This obligation applies to any employee employed at the Center up to that employee’s termination of employment and for three months thereafter.  It is stipulated that the breaching party shall pay the non-breaching party the equivalent of one year’s salary for any employee concerned.  Nothing in this clause shall prevent either party from employing an individual who responds in good faith and independently to an advertisement which is made to the public at large.

 

1.9                 Client Representation of Regus Employees:  Throughout the duration of the agreement, Client agrees that neither Client, nor any of the Client’s partners, members, officers or employees will represent, or other provide legal counsel to any of Regus current or former employees in any dispute with, or legal proceeding against Regus or any of Regus’ affiliates, members, officers or employees.

 

1.10          Notices:  All formal notices must be in writing to the address first written above.

 

1.11          Confidentiality:  The terms of this agreement are confidential.  Neither Regus nor the Client may disclose them without the other’s consent unless required to do so by law or an official authority.  The obligation continues after this agreement ends.

 

1.12          Applicable law:  This agreement is interpreted and enforced in accordance with the law of the place where the relevant Center is located.  Regus and the Client both accept the exclusive jurisdiction of the courts of such jurisdiction.  If any provision of these terms and conditions is held void or unenforceable under the applicable law, the other provisions shall remain in force.  In the case of Japan as agreements will be interpreted and enforced by the Tokyo District Court, and in the case of France, any dispute regarding this agreement will be settled by the relevant courts of the Paris jurisdiction.

 

1.13          Enforcing this agreement:  The Client must pay any reasonable and proper costs including legal fees that Regus incurs in enforcing this agreement.

 

2.              Services and Obligations

 

2.1                 Furnished office accommodation(s):  Regus is to provide the number of serviced and furnished office accommodation(s) for which the Client has agreed to pay in the Center stated in this agreement.  This agreement lists the accommodation(s) Regus has initially allocated for the Client’s use.  The Client will have a non-exclusive right to the rooms allocated to it.  Occasionally Regus may need to allocate different accommodation(s), but these accommodation(s) will be of reasonably equivalent site and Regus will notify the Client with respect to such different accommodation(s) in advance.

 

2.2                 Office Services:  Regus is to provide during normal opening hours the services, if requested, described in the relevant service description (which is available on request).  If Regus decides that a request for any particular service is excessive, it reserves the right to charge an additional fee.

 

2.3                 RegusNET:  REGUS DOES NOT MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF REGUS’ NETWORK (OR THE INTERNET) OR OF ANY INFORMATION THAT THE CLIENT PLACES ON IT.  The Client should adopt whatever security measures (such as encryption) it believes and appropriate to its circumstances.  Regus cannot guarantee that a particular degree of availability will be attained in connection with the Client’s use of Regus’ networks (or the internet).  The Client’s role and exclusive remedy shall be the remedy of such failure by Regus within a reasonable time after written notice.

 

3.              Providing the Services

 

3.1                 Access to the accommodation(s):  Regus may need to enter the Client’s accommodation(s) and may do so at any time.  However, unless there is an emergency or the Client has given notice to terminate, Regus will attempt to notify the Client verbally or electronically in advance when Regus needs access to carry out testing, repel or works other than routine inspection, cleaning and maintenance.  Regus will also endeavor to respect reasonable security procedures to protect the confidentiality of the Client’s business.

 

3.2                 Availability at the start of this agreement:  If for any reason Regus cannot provide the accommodation(s) stated in this agreement by the date when this agreement is due to start it has no liability to the Client for any loss or damages but the Client may cancel this agreement without penalty.  Regus will not charge the Client the monthly office fee for accommodation(s) the Client cannot use until it becomes available.  Regus may delay the start date of this agreement provided it provided to the Client alternative accommodation(s) that shall be ate least of equivalent size to the accommodation(s) stated in this agreement.

 

4.              Accommodation(s)

 

4.1                 The Client must not alter any part of its accommodation and must take good care of all parts of the Center, its equipment, fixtures, fittings and furnishings which the Client uses.  The Client is liable for any damage caused by it or those in the Center with the Client’s permission or at the Client’s invitation whether express or implied, including but not limited to all employees, contractors, agents or other persons present on the premises.

 

4.2                 Office furniture and equipment:  The Client must not install any cabling, IT or telecom connections without Regus’ consent, which Regus may refuse at its absolute discretion.  As a condition to Regus’ consent, the Client must permit Regus to oversee any installations (for example IT or electrical systems) and to verify that such installations do not interfere with the use of the accommodation(s) by other Clients or Regus or any landlord of the building.

 

4.3                 Insurance:  It is the Client’s responsibility to arrange insurance for its own property which it brings into to the Center and for its own liability to its employees and to third parties.  Regus strongly recommends that the Client put such insurance in place.

 

5.              Use

 

5.1                 The Client must only use the accommodation(s) for office purposes.  Office use of a “retail” or “medical” nature, involving frequent visits by members of the public, is not permitted.

 

5.2                 The Client must not carry a business that competes with Regus’ business of providing serviced office accommodation(s).

 

5.3                 The Client’s name and address:  The Client may only carry to that business in its name or some other name that Regus previously agrees.

 

5.4                 Use of the Center Address:  The Client may use the Center address or its business address.  Any other uses are prohibited without Regus’ prior written consent.

 

6.              Compliance

 

6.1                 Comply with the law.  The Client must comply with all relevant laws and regulations in the conduct of its business.  The Client must do nothing illegal in connection with its use of the Business Center.  The Client must not do anything that may interfere with the use of the Center by Regus or by others, cause any nuisance or annoyance, increase the insurance premiums Regus fees to pay, or cause loss or damage to Regus (including damage to reputation) or to the owner of any interest in the building which contains the Center the client is using.  The Client acknowledges that (a) the terms of the foregoing sentence are a material inducement in Regus’ execution of this agreement and (b) any violation by the Client of the foregoing sentence shall constitute a material default by the Client hereunder, entitling Regus to terminate this agreement without further notice or procedure.

 

6.2                 The Client’s personal data may be transferred outside the European Union where Regus has a Center for the purposes of providing the services herein.  Regus has adopted internal rules to ensure data protection in accordance with European regulations.

 

7.             Regus’ Liability

 

7.1                 The extent of Regus’ liability:  To the maximum extent permitted by applicable law, Regus is not liable to the Client in respect of any loss or damage the Client suffers in connection with this agreement, with the services or with the Client’s accommodation(s) unless Regus has acted deliberately or negligently in cause that loss or damage.  Regus is not liable for any loss as a result of Regus’ failure to provide as serve as a result of mechanical breakdown, strike, termination of Regus’ interest in the building containing the Center or otherwise unless Regus does so deliberately or is negligent.  In no event shall Regus be liable for any loss or damage until the Client provides Regus written notice and gives Regus a reasonable time to put it right.  If Regus is liable for failing to provide the Client with any service under this agreement then subject to the exclusions and limits set out immediately below Regus will pay any actual and reasonable expenses the Client has incurred in obtaining that service from an alternative source.  If the Client believes Regus has failed to deliver a service consistent with these terms and conditions the Client shall provide Regus written notice of such failure and give Regus a reasonable period to put it right.

 

7.2                 EXCLUSION OF CONSEQUENTIAL LOSSES, ETC.:  REGUS WILL NOT IN ANY CIRCUMSTANCES HAVE ANY LIABILITY FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF OR DAMAGE TO DATA, THIRD PARTY CLAIMS OR ANY CONSEQUENTIAL LOSS UNLESS REGUS OTHERWISE AGREES IN WRITING.  REGUS STRONGLY ADVISES THE CLIENT TO INSURE AGAINST ALL SUCH POTENTIAL LOSS, DAMAGE, EXPENSE OR LIABILITY.

 

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7.3                 Financial limits to Regus’ liability:  In all cases, Regus’ liability to the Client is subject to the following limits:

 

·                  Without limit for personal injury or death;

·                  Up to a maximum of £1 million/USD$2 million/€1.3 million (or local equivalent) for any one event or series of connected events for damage to the Client’s personal property except in Turkey where it will be up to a maximum of the monthly office fee over the current term;

·                  Up to a maximum equal to 125% of the total fees paid between the date the Client moved into its accommodation(s) and the date on which the claim in question arises of £50,000/ USD$100,000/ €66,000 (or local equivalent) whichever is the higher, in respect of any other loss or damage except, in Turkey where it will be up to a maximum of the monthly office fee over the current term.

 

8.              Fees

 

8.1                 Terms and duty charges:  The Client agrees to pay promptly (i) all sales, use, excise, consumption and any other taxes and license fees which it is required to pay to any governmental authority (and, at Regus’ request, will provide to Regus evidence of such payment) and (ii) any taxes paid by Regus to any governmental authority that are attributable to the accommodation(s), including, without limitation, any gross receipts, rent and occupancy taxes, tangible persons or property taxes, stamp tax or other documentary taxes and fees.

 

8.2                 Service Retainer/Deposit:  The Client will be required to pay a service retainer/deposit equivalent to two months of the monthly office fee (plus VAT/Tax where applicable) upon entering into this agreement unless a greater amount is specified on the front of this agreement.  This will be held by Regus without generating interest as security for performance of all the Client’s obligations under this agreement.  The service retainer/deposit or any balance after reducing outstanding fees, the Business Continuity and Office Restoration Service and other costs due to Regus, will be returned to the Client after the Client has settled its account with Regus and funds have been cleared.

 

8.3                 Regus may require the Client to pay an increased retainer if outstanding fees exceed the service retainer/deposit field and/or the Client frequently fails to pay Regus when due.

 

8.4                 The Client will be charged an office set up fee per occupant.  Fee amounts are located in the House Rules which can be requested at any time.

 

8.5                 Late payment:  If the Client does not pay fees when due, a fee will be charged on all overdue balances.  This fee will differ by country and is listed in the House Rules.  If the Client disputes any part of an invoice the Client must pay the amount not in dispute by the due date or be subject to late fees.  Regus also reserves the right to withhold services (including for the avoidance of doubt, denying the Client access to its accommodation(s)) while there are any outstanding fees and/or interest or the Client is in breach of this agreement.

 

8.6                 Payment:  Regus is continually striving to reduce its environment impact and supports its clients in doing the same.  Therefore Regus will send all invoices electronically (where allowed by law) and the Client will make payments via an automated method such as Direct Debit or Credit Card, whenever local banking systems permit.

 

8.7                 Insufficient Funds:  The Client will pay a fee for any returned check or any other declined payments due to insufficient funds.  This fee will differ by country and is listed in the House Rules.

 

8.8                 Regus will increase the monthly office fee each and every anniversary of the start date of this agreement by a percentage amount equal to the increase in the All Items Retail Prices Index, or such other broadly equivalent index which Regus substitutes provided that if the foregoing increase is not permitted by applicable law, then the monthly office fee shall be increased as specified in the House Rules.  This will only apply to agreements that have an original start and end date constituting more than 12 month term.  Renewals will be renewed as per clause 1.3 above and only those renewals with a start and end date constituting a term of over 12 months will have the same increase applied.

 

8.9                 Standard services:  The monthly office fee and any recurring services requested by the Client are payable monthly in advance.  Unless otherwise agreed in writing, these recurring services will be provided by Regus at the specified rules for the duration of this Agreement (including any renewal).  Specific due dates will differ by country and are listed in the House Rules.  Where a daily rate applies, the charge for any such month will be 30 times the daily fee.  For a period of less than a month the fee will be applied on a daily basis.

 

8.10          Pay-as-you-use and Additional Variable Services:  Fees for pay-as-you-use services, plus applicable taxes, in accordance with Regus’ published rates which may change from time to time, are invoiced in arrears and payable the month following the calendar month in which the additional services were provided.  Specific due dates will differ by country and are listed in the House Rules.

 

8.11          Discounts, Promotions and Offers:  If the Client benefitted from a special discount, promotion or offer, Regus may discontinue that discount, promotion or offer without notice if the Client breaches these terms and conditions or becomes past due on two or more occasions.

 

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