exv10w3






Exhibit 10.3




SECOND AMENDMENT TO SUBLEASE AGREEMENT



     THIS SECOND AMENDMENT TO SUBLEASE AGREEMENT (this “Second Amendment”), dated this
22nd day of April, 2009 but effective as of November 1, 2008, is executed by and
between Novavax, Inc., a Delaware Corporation (“Sublandlord”) and PuriCore, Inc., a
Delaware Corporation, successor in interest to Sterilox Technologies, Inc. (“Subtenant”).



RECITALS




     WHEREAS, pursuant to a Lease Agreement dated July 15, 2004 (“Prime Lease”) Sublandlord
leased from Liberty Property Limited Partnership, a Pennsylvania limited partnership
(“Prime Landlord”) approximately 32,908 rentable square feet of space on the first and
second floor (the “Premises”) of the building located at 508 Lapp Road, Malvern,
Pennsylvania 19355 (the “Property”); and



     WHEREAS, Prime Landlord and Sublandlord entered into an Amendment to Lease Agreement
and Consent to Sublease dated June 1, 2006; and



     WHEREAS, Sublandlord and Subtenant entered into a Sublease Agreement dated April 28,
2006 (the “Original Sublease”) pursuant to which Subtenant agreed to sublease a portion of
the Premises (the “Sublease Premises”) from Sublandlord; and



     WHEREAS, Sublandlord and Subtenant entered into that certain Amendment to Sublease
dated October 25, 2006 (the “First Amendment to Sublease”), pursuant to which the parties
amended the Original Sublease as more particularly set forth therein;



     WHEREAS, the Original Sublease, as amended by the First Amendment to Sublease, is
hereinafter referred to as the “Sublease”; and



     WHEREAS, Sublandlord and Subtenant now wish to further amend the Sublease as set forth
in this Second Amendment.



     NOW, THEREFORE, for and in consideration of the agreements of the parties set forth
below and intending to be legally bound, Sublandlord, and Subtenant hereby agree as
follows:




	 	1.	 	Incorporation of Recitals. The parties hereto acknowledge and
agree that the
recitals hereinabove set forth are true and correct in all respects and that
the same
are incorporated herein and made a part hereof.
	 
	 	2.	 	Representations.






	 	(a)	 	Sublandlord hereby represents and warrants to
Subtenant the following facts;




 









 












	 	(1)	 	except as modified by this Second Amendment, the Sublease is in full
force and effect and constitutes the entire rental agreement between
Sublandlord and Subtenant for the Sublease Premises;
	 
	 	(2)	 	there are no existing defaults on the part of Sublandlord, or
to Sublandlord’s knowledge, Subtenant under the Sublease;
	 
	 	(3)	 	neither Prime Landlord nor Sublandlord is in default under
the Prime Lease, and to Sublandlord’s knowledge, there exists no state of
facts and no event has occurred which, with the passage of time or the giving of
notice, or both, would constitute a default by either Prime Landlord or
Sublandlord under the Prime Lease; and
	 
	 	(4)	 	Sublandlord has paid to Prime Landlord any and all sums owed
to Prime Landlord under the Prime Lease as of the date of this Second
Amendment;
	 
	 	(5)	 	to Sublandlord’s knowledge, no part of the Security Deposit
has been applied by Prime Landlord to satisfy Sublandlord’s obligations
under the Prime Lease;
	 
	 	(6)	 	Sublandlord has no knowledge of any environmental condition
that affects the use or operation in any way of that portion of the Premises
not currently being occupied by Subtenant.






	 	(b)	 	Subtenant hereby represents and warrants to Sublandlord the following
facts:






	 	(1)	 	except as modified by this Second Amendment, the Sublease is
in full force and effect and constitutes the entire rental agreement between
Sublandlord and Subtenant for the Sublease Premises;
	 
	 	(2)	 	Subtenant is in full and complete possession of the Sublease
Premises; and
	 
	 	(3)	 	there are no existing defaults on the part of Subtenant, or
to Subtenant’s knowledge, Sublandlord under the Sublease.






	 	3.	 	Sublease Premises. As of November 1, 2008, the Sublease Premises is expanded
to include the entire Premises, consisting of approximately 32,908 rentable square feet as
shown on the attached Exhibit “A”.
	 
	 	4.	 	Sublease Term. The Term of the Sublease shall be extended and continue in effect
until September 30, 2011.
	 
	 	5.	 	Option to Renew. Subtenant is hereby granted an option to renew (“Option”) the Term
for an additional three (3) year term (the “Option Term”) provided that: (i) the Sublease has
not been assigned by Subtenant prior to the date of the




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	 	 	 	commencement of the Option Term; (ii) no event has occurred as of the date of the notice
or date of the commencement of the Option Term which with the giving of notice, passage
of time or both would constitute an Event of Default by Subtenant under the Sublease; and
(iii) Subtenant has given written notice to Sublandlord of the exercise of the Option not
less than nine (9) months prior to the expiration of the Term. If Subtenant so exercises
the Option, all references to the Term in this Second Amendment and in the Sublease shall
include the Option Term.






	 	6.	 	Changes to Sublease.






	 	(a)	 	The foregoing provisions of the Prime Lease are hereby now included in
the Sublease: Sections 1(g), 1(h), 2 and 5; and
	 
	 	(b)	 	Sections 6(a), 6(b) and 6(c) shall be deleted from the Sublease Agreement
and replaced with the following subparagraphs:






     “(a) Beginning November 1, 2008, the monthly Subrent shall be $10.00 per
square foot of the Premises. The Subrent will be subject to an annual escalation
of 2.5% effective November 1, 2009, and thereafter on November 1 during each year
of the Sublease Term. If Subtenant exercises the Option and the Term is extended
for the Option Term, the Subrent shall be subject to an annual escalation of 4.0%
effective November 1, 2011, during each year of the Option Term. Subtenant shall
make all payments of Subrent to Sublandlord on the first day of each
month via ACH wire transfer.




     (b) Subtenant shall reimburse Sublandlord for all Operating Expenses and
Utilities under the Prime Lease or otherwise paid by Sublandlord directly to the
utility providers. Subtenant shall make all payments of Operating Expenses on the
first day of each month via AOH wire transfer, based on the estimated Annual
Operating Expenses as described in Section 6 of the Prime Lease, subject to
adjustment as provided therein. Sublandlord shall provide Subtenant any annual
statement for Operating Expenses received from the Prime Landlord; if such
statement shows an underpayment, Subtenant shall pay the difference to Sublandlord
within thirty (30) days after receipt of the same and if such statement shows an
overpayment, Sublandlord shall provide payment of the same to Subtenant within
thirty (30) days after receipt of the same from Prime Landlord. All invoices for
Utilities from Sublandlord shall be paid by Subtenant within five (5) days of
receipt thereof. If the Prime Landlord elects to invoice Operating Expenses and
Utilities directly to Subtenant in lieu of Sublandlord, Subtenant shall pay such
invoices to Prime Landlord directly in accordance with the Prime Lease. In the
event that Subtenant is requested to pay invoices for Operating Expenses and
Utilities to Prime Landlord directly, Sections 6 and 7 of the Prime Lease shall
then be incorporated into the Sublease.




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     (c) Subtenant shall either pay directly or reimburse Sublandlord within five
(5) business days after receipt of an invoice for any services for the premises
not included as Operating Expenses or Utilities.”




	 	(c)	 	Sublandlord shall terminate its contract for third-party janitorial services
effective as of January 1, 2009 and Subtenant shall contract directly for
janitorial services, effective as of January 1, 2009.
	 
	 	(d)	 	On January 1, 2009 and thereafter, as appropriate, Sublandlord shall pay
Subtenant or Subtenant shall pay Sublandlord any overpayment or
underpayment, as applicable, of all amounts due under the Original
Sublease and this Second Amendment, for the month of November, 2008.






	7.	 	Alterations and Furniture.






	 	(a)	 	Notwithstanding anything to the contrary contained in the Original
Sublease, as of November 1, 2008, in consideration for the agreements
contained in this Second Amendment, Sublandlord hereby transfers title to
all furniture in the Premises and Alterations made by or for Sublandlord to
the Premises at no charge.
	 
	 	(b)	 	Sublandlord represents and warrants to Subtenant that pursuant to Section
12 of the Prime Lease, there are no Alterations in the Premises that Prime
Landlord has notified Sublandlord must be removed at the expiration of
the term of the Prime Lease In the event that Prime Landlord requires
removal of any Alterations at the end of the term of the Prime Lease that
were made by or for Sublandlord to the Premises on or before the date
hereof (such Alterations which are identified more specifically on Exhibit B
hereto), Sublandlord shall be responsible for their removal and repair of
any resulting damage in addition to restoration of the area affected by
removal of the applicable Alteration to the condition existing prior to its
installation up to an amount equal to $25,000; provided, however,
Subtenant shall be solely responsible for the removal and repair of any
resulting damage from Alterations made by or for Subtenant and any cost
exceeding the $25,000 described above. Sublandlord shall indemnify and
hold Subtenant harmless from any and all claims of Prime Landlord
regarding removal of Alterations at the end of the term of the Prime Lease
that were made by or for Sublandlord to the Premises on or before the date
hereof.
	 
	 	(c)	 	In the event that Subtenant removes any Alterations made to the Premises
after the date hereof, at the request of Sublandlord or Prime Landlord or
for any other reason, Subtenant shall be solely responsible for their
removal and repair of any resulting damage in addition to restoration of
the area affected by removal of the applicable Alteration to the condition
existing prior to its installation. Subtenant shall indemnify and hold




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	 	 	 	Sublandlord harmless from any and all claims of Prime Landlord regarding removal
of Alterations at the end of the term of the Prime Lease that were made by or for
Subtenant to the Premises after the date hereof.






	8.	 	Surrender of Premises. On or before November 21, 2008, Sublandlord shall quit
and surrender that portion of the Premises not sublet under the Original Sublease
to Subtenant vacant, broom clean and in good order and condition, except for
furniture, and Sublandlord shall remove all of Sublandlord’s trash and other
materials, including, without limitation, lab supplies and chemicals, some of
which may be Hazardous Materials (collectively the “Materials”). To the extent
that Sublandlord fails to remove all or any portion of the Materials on or before
November 15, 2008, Subtenant may remove such Materials and invoice
Sublandlord for the cost thereof, and such costs shall be due and payable by
Sublandlord to Subtenant within thirty (30) days of receipt of an invoice
therefor,
Sublandlord shall be responsible, at its sole expense, for all matters directly or
indirectly based on, or arising or resulting from the presence of Hazardous
Materials and removed either by Sublandlord or Subtenant in accordance with this
Section 8, and Sublandlord hereby indemnifies and holds Subtenant harmless
from any and all claims regarding removal of those Materials. Sublandlord and
Subtenant acknowledge and agree that Sublandlord’s obligations under this
Section 8 have been satisfied as of the date of this Second Amendment.
	 
	9.	 	Brokerage Commissions. Sublandlord and Subtenant represent to each other that
neither party has engaged a broker or other person who may be owed a
commission in connection with the transactions contemplated by this Second
Amendment other than Cresa Partners, which represents Subtenant and will be
paid separately by Subtenant pursuant to a separate written agreement, and no
other broker is entitled to a leasing commission in connection with the transaction
effectuated hereby. Tenant and Subtenant shall indemnify and hold each other
harmless against all claims, damages, costs or expenses, including reasonable
attorney’s fees and litigation costs, resulting directly or indirectly from any claim
by any other party for brokerage of similar fees or commissions arising as a result
of its agreement or actions relating to the transaction effectuated hereby.
	 
	10.	 	Continuing Agreements; Novation. Except as expressly modified hereby, the
parties hereto ratify and confirm each and every provision of the Sublease as if the
same were set forth herein. In the event that any of the terms and conditions in
the Sublease conflict in any way with the terms and provisions hereof, the terms
and provisions hereof shall prevail. The parties hereto covenant and agree that the
execution of this Second Amendment is not intended to and shall not cause or
result in a novation with regard to the Sublease.
	 
	11.	 	ENTIRE AGREEMENT. NO STATEMENTS, AGREEMENTS OR REPRESENTATIONS, ORAL OR WRITTEN, WHICH MAY HAVE BEEN MADE TO
EITHER PARTY OR TO ANY EMPLOYEE OR AGENT OF EITHER PARTY,
EITHER BY SUCH PARTY OR BY ANY EMPLOYEE, AGENT OR BROKER
ACTING ON SUCH PARTY’S BEHALF, WITH RESPECT TO THE




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	 	 	MODIFICATION OF THE SUBLEASE, SHALL BE OF ANY FORCE OR EFFECT, EXCEPT TO THE EXTENT STATED
IN THIS FIRST AMENDMENT, AND ALL PRIOR AGREEMENTS AND REPRESENTATIONS WITH RESPECT TO THE
MODIFICATION OF THE SUBLEASE ARE MERGED HEREIN.






	12.	 	Capitalized Terms. Each capitalized term used herein but not defined shall have
the meaning ascribed to such term in the Sublease.
	 
	13.	 	Captions. The captions herein set forth are for convenience only and shall not be
deemed to define, limit or describe the scope or intent of this Second Amendment.
	 
	14.	 	Governing Law. The provisions of this Second Amendment shall be construed,
interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania
as the same may be in effect from time to time.
	 
	15.	 	Counterparts. This Second Amendment may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original . It shall
not be necessary that the signature of, or on behalf of, each party, or that the
signatures of the persons required to bind any party, appear on more than one
counterpart.
	 
	16.	 	Sublease by Subtenant. If Subtenant desires to sublet the Premises pursuant to
Section 18 of the Prime Lease, Sublandlord shall use commercially reasonable
efforts to assist Subtenant in obtaining the necessary approvals from the Prime
Landlord and shall be reasonable in whether or not to provide its own consent to
any such sublet.





[Signature continue on next page]





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     IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment under seal as of
the date first above written.



	 	 	 	 	 
	WITNESS:	SUBLANDLORD:



Novavax, Inc.

 	 
	 
	By:  	/s/ Rahul Singhvi
 	 
	 	 	Name:  	Rahul Singhvi 	 
	 	 	Title:  	President & CEO 	 
	 
	WITNESS:  	SUBTENANT:




PuriCore, Inc.

 	 
	 
	By:  	/s/ Gregory T. Bosch
 	 
	 	 	Name:  	Gregory T. Bosch 	 
	 	 	Title:  	CEO 	 
	 




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EXHIBIT “A”




Sublease Premises




 









 










 









 













 









 








EXHIBIT “B”




Alterations made by or for Sublandlord to the Premises on or before the date of the

Sublease





	1.	 	Novavax lab space and related alterations on the First Floor
adjacent to PuriCore warehouse, which Novavax occupied before and
during the Sublease Term (“Novavax Lab Space”)
	 
	2.	 	Wall separating the PuriCore warehouse from the Novavax Lab Space
	 
	3.	 	Chain link fencing adjacent to the Novavax Lab Space