Blueprint





 







Exhibit 10.1


 


 


LEASE


(COMMERCIAL)


 


Made as
of the 1st day of January, 2017 (the "Lease Commencement Date")


 



BETWEEN


 


1968160 ONTARIO INC., a Corporation
incorporated pursuant to the laws of the Province of
Ontario,



 


(the
"Landlord")


 


and-


 


EDESA BIOTECH INC., a Corporation
incorporated pursuant to the laws of the Province of
Ontario,


 


(the
"Tenant")


 


In
consideration of the rents, covenants and obligations stipulated
herein the Landlord and the Tenant have agreed to enter into a
lease of certain offices in the building (the "Building") located at 100 Spy Court,
Markham, ON, consisting of approximately 2,800 square feet as more
particularly shown on Schedule "A"

 


(the
"Premises"), subject to the
terms and conditions contained herein.

 




I. 


GRANT OF LEASE





 


The
Landlord leases the Premises to the Tenant:

 



(a) 

at the Rent set
forth in Section 2;






 



(b) 

for the Term set
forth in Section 3; and






 



(c) 

subject to the
conditions and in accordance with the covenants, obligations and
agreements herein.





 




2. 


RENT





 



(1) 

Rent means the
amounts payable by the Tenant to the Landlord pursuant to this
Section.





 



(2) 

The Tenant
covenants to pay to the Landlord, during the term of this Lease, a
fixed annual gross rent plus HST as follows:





 



(a) 

Eight Thousand
Three Hundred Twenty Dollars ($8,320.00) per month, payable by the
Tenant in equal monthly installments, plus harmonized sales taxes
on the 1st
day of each and every month, commencing on the first day of the
month following the Lease Commencement Date. For the period between
the Lease Commencement Date and the first day of the month
following the Lease Commencement Date, the Tenant shall pay a
pro-rated amount of such annual gross rent, on the Lease
Commencement Date












(3) 

Rent payment
increase by $1/sqft every two years, see Schedule B for payment
schedule.





 



(4) 

For greater
certainty, the fixed annual gross rent described above shall
include the Tenant's proportionate share of the costs of
maintaining and repairing common areas and common facilities of the Building, unless
required due to the acts or omissions of the Tenant, the
Tenant's utilities in the Building, Tenant's security, Tenant's
janitorial services and the Tenant's share of insurance and
property taxes for the Building. Such annual gross rent shall not
include those costs associated with the Tenant's obligations of
repair of the Premises as described in this Lease or the Tenant's
insurance obligations as set out in
this Lease, or any cost incurred by the Landlord that is caused as
a result of the Tenant's acts or omissions.













 

1








 






 


 



(5) 

Intentionally
deleted.





 



(6) 

The Tenant shall
have non-exclusive access and use of any common areas located in
the Building including the kitchen, washrooms, lobby areas, parking
areas, staff rooms, waiting rooms
and other common areas of the Building, in common with other
tenants of the Building at no additional cost to the Tenant,
except as set out above. Cleaning staff engaged by the Tenant shall
have access to the Premises at all reasonable times. Employees of
the Tenant shall have full access to the staff room serving the
Premises. Each of the Landlord and the Tenant acknowledge that a
portion of the racking will be used by Edesa Biotech to store its
pharmaceutical products.





 



(7) 

All payments to be
made by the Tenant pursuant to this Lease shall be delivered to the
Landlord at the Landlord's address
for service and notice as set out herein or to such other
place as the Landlord may from time to time direct in
writing.





 



(8) 

All Rent in arrears
and all sums paid by the Landlord for expenses incurred which
should have been paid by the Tenant shall bear interest from the
date payment was due, or made, or
expense incurred until paid at a rate per annum equal to the prime
commercial lending rate of the Landlord's bank.





 



(9) 

The Tenant
acknowledges and agrees that the payments of Rent provided for in
this Lease shall be made without any deductions for any reason
whatsoever unless expressly allowed by the terms of this Lease or
agreed to by the Landlord in writing; and no partial payment by the
Tenant which is accepted by the Landlord shall be considered as
other than a partial payment on account of rent owing and shall not
prejudice the Landlord's right to recover any rent
owing.





 




3. 


TERM AND POSSESSION





 



(1)            

The Tenant shall have possession of the Premises
commencing on the Lease Commencement Date and ending on December
31, 2022, with a two year option. (the "Term").






 



(2)             

Subject to the
Landlord's rights under this Lease, and as long as the Tenant is
not in default, the Landlord covenants that the Tenant shall have
quiet enjoyment of the Premises during the Term of this Lease
without any interruption or disturbance from the Landlord or any
other person or persons lawfully claiming through the
Landlord.





 



(3)            

Notwithstanding any
of the foregoing, the Tenant shall have the right, upon not less
than one (1)
month's prior written notice to the Landlord, to terminate the
Term, following which the parties shall have no further obligations
to each other, save and except for the Tenant's obligations
described in Article 7 of this Lease.





 




4. 


ASSIGNMENT





 



(1) 

The Tenant shall
not assign this Lease or sublet the whole or any part of the
Premises, unless it first obtains the consent of the Landlord in
writing, which consent shall not unreasonably be withheld or
delayed, and the Tenant hereby waives its right to the
benefit of any present or
future Act of the Legislature of Ontario which would allow the
Tenant to assign this Lease or sublet the Premises without the
Landlord's consent.





 









 

2








 
















(2) 

The consent of the
Landlord to any assignment or subletting shall not operate as a
waiver of the necessity
for consent to any subsequent assignment or
subletting.





 



(3) 

Any consent granted
by the Landlord shall be conditional upon the assignee, sublessee
or occupant executing a written agreement directly with the
Landlord agreeing to be bound by all the terms of this Lease as if
the assignee, sublessee or occupant had originally executed
this Lease as
Tenant.





 



(4) 

Any consent given
by the Landlord to any assignment or other disposition of the
Tenant's interest in this Lease
or in
the Premises shall not relieve the
Tenant from its obligations under this Lease, including the
obligation to pay rent as provided for herein.





 



(5) 

Intentionally
deleted.





 




5. 


USE





 



(1)       



During the Term of
this Lease the Premises shall not be used for any purpose other
than a pharmaceutical/distribution office, without the express
consent of the Landlord given in writing.






 



(2) 

The Tenant shall
not do or permit to be done at the Premises anything which
may:





 



(a) 

constitute a
nuisance;





 



(b) 

cause damage to the
Premises;





 



(c) 

cause injury or
annoyance to occupants of neighbouring premises;





 



(d) 

make void or
voidable any insurance upon the Premises; or





 



(e) 

constitute a breach
of any by-law, statute, order or regulation of any municipal,
provincial or other competent authority relating to the
Premises.






 



(3)             

The Tenant shall
conduct all of its operations on the Premises in strict compliance
with all environmental laws and
regulations and shall conduct such operations in accordance with prudent business
practices aimed at preventing any adverse effects, as the same are
defined under the Environmental
Protection Act. Without limiting the generality of the
foregoing, the Tenant shall obtain all required permits issued by
environmental agencies or divisions with respect to its operations
of the Premises.






 



(4)            

The Tenant and the
Premises shall adhere to and shall be responsible for any
infractions of labour laws, municipal laws, and fire codes, and any
other laws pertaining to the Building or the Premises.





 




6. 


REPAIR AND MAINTENANCE





 



(1)       



The Tenant
covenants that during the term of this Lease and any renewal there
of the Tenant shall repair any damage caused to the Premises by
the Tenant, its employees, servants,
agents and invitees.





 



(2) 

The Tenant shall be
responsible for all routine maintenance and repairs to the
Premises.





 



(3)     


The Tenant shall be
responsible for repairs and proportional part of maintenance of the
structural components of the roof, outside walls and foundations of
the Building or any mechanical, electrical, plumbing or HVAC
systems.













 

3








 






 



(4) 

The Tenant shall
permit the Landlord or a person authorized by the Landlord to enter
the Premises to
examine the condition thereof and view the state of repair at
reasonable times.





 



(a) 

If upon such
examination repairs are found to be necessary, written notice of
the repairs required shall be given to the Tenant by or on behalf
of the Landlord and the Tenant shall make the necessary repairs
within the time specified in the notice.





 



(b) 

If the Tenant
refuses or neglects to keep the Premises in good repair the
Landlord may, but shall not be obliged to, make any necessary
repairs, and shall be permitted to enter the Premises, by itself or
its servants or agents, for the purpose of effecting the repairs
without being liable to the Tenant for any loss, damage or
inconvenience to the Tenant in connection with the Landlord's entry
and repairs, and if the Landlord makes repairs the Tenant shall pay
the cost of them immediately as rent in addition to the fixed
annual gross rent.





 



(5) 

Upon the expiry of
the Term or other determination of this Lease the Tenant agrees
to leave the Premises
in a clean broom-swept condition.





 



(6) 

The Tenant shall
immediately give written notice to the Landlord of any
substantial damage that occurs
to the Premises from any cause,





 




7. 


ALTERATIONS AND ADDITIONS





 



(1)       



If the Tenant,
during the Term of this Lease or any renewal of it, desires to make
any alterations or additions to the Premises, including but not
limited to: erecting partitions, attaching equipment, and
installing necessary furnishings or additional equipment of the
Tenant's business, the Tenant may do so at its own expense, at any
time and from time to time, if the following conditions are met:





 



(a) 

before undertaking
any alteration or addition the Tenant shall submit to the Landlord
a plan showing the proposed alterations or additions and items
included in the plan which are regarded by the Tenant as "Tenant's
Trade Fixtures" shall be designated as such on the plan, and the
Tenant shall not proceed to make any alteration or addition unless
the Landlord has approved the plan (including, without limitation,
the right of the Landlord to designate certain such alterations or
additions as "Non-Standard Leasehold Improvements") and agreed to
the designation of the Tenant's Trade Fixtures, and the Landlord
shall not unreasonably or arbitrarily withhold its approval;
and





 



(b) 

any and all
alterations or additions to the Premises made by the Tenant must
comply with all applicable building code standards and by-laws of
the municipality in which the
Premises are located.





 



(2)    


The Tenant shall be
responsible for and pay the cost of any alterations, additions,
installations or improvements that any governing authority,
municipal, provincial or otherwise, may require to be made in, on
or to the Premises.





 



(3)     


All alterations and
additions to the Premises made by or on behalf of the Tenant, other
than the Tenant's Trade Fixtures and the Non-Standard Leasehold
Improvements, shall immediately become the property of the Landlord
without compensation to the Tenant. For greater certainty, the
Tenant shall only be entitled to remove those trade fixtures and
equipment which the Landlord and the Tenant have agreed to
designate as the "Tenant's Trade Fixtures". All other trade
fixtures and equipment shall remain the property of the
Landlord.





 









 

4








 






 



(4)             

The Tenant agrees,
at its own expense and by whatever means may be necessary,
immediately to obtain the release or
discharge of any encumbrance that may be registered against the
Landlord's property in connection with any additions or alterations
to the Premises made by
the Tenant or in connection with any
other activity of the Tenant.





 



(5)             

The Tenant shall
remove the Tenant's Trade Fixtures and Non-Standard Leasehold
Improvements at the end of the Term
or other termination of this Lease and the Tenant covenants
that it will make good and repair or replace as necessary any
damage caused to the Premises by the removal of the Tenant's Trade
Fixtures and Non-Standard Leasehold Improvements.





 



(6)             

Other than as
provided in paragraph 7(5) above, the Tenant shall not, during the
Term of this Lease or anytime thereafter remove from the Premises
any alterations, additions, Trade Fixtures or other goods and
chattels of the Tenant except in the following
circumstances:





 



(a) 

the removal of the
Tenant's Trade Fixture is in the ordinary course of
business;





 



(b) 

the Tenant's Trade
Fixture has become unnecessary for the Tenant's business or is
being replaced by a new or similar Trade Fixture; or





 



(c) 

the Landlord has
consented in writing to the removal;





 


but
in any case
the Tenant shall make good any damage caused to the Premises by the
installation or removal of any Trade Fixtures, equipment,
partitions, furnishings and any other objects whatsoever brought
onto the Premises by the Tenant;

 



(7)            

The Tenant shall
not bring onto the Premises or any part of the Premises any
machinery, equipment or any other thing that might in the
opinion of the Landlord, by reason of its weight, size or use,
damage the Premises or overload the floor of the Premises, and
if the Premises
are damaged or overloaded as a result thereof, the Tenant shall
restore the Premises immediately or pay to the Landlord the cost of
restoring the Premises.





 



(8)            

The Tenant shall
not allow any construction lien to arise or be registered against
the Premises, the leasehold interest of the Tenant, or the
Building.





 

 
(9)

 



(a) 

The Tenant shall be
permitted to place signage in the reception area of the Leased
Premises to identify the Tenant's reception staff and to identify
services offered by the Tenant to patients. Costs of all such
signage shall be borne by the Tenant.






 







(b) 

The Tenant shall be
permitted to place signage near Brock Road, subject to compliance
with applicable municipal by-laws and approval by the Landlord,
such approval not to be unreasonably or arbitrarily withheld. Costs
of all such signage shall be borne by the Tenant.






 






8. 


PROPERTY TAXES





 


The
Tenant shall pay all personal property taxes with respect to the
Tenant's personal property on the Premises that
is not covered in the fixed
annual gross rent.


 




9. 


INSURANCE





 



(1)             

The Landlord shall obtain and maintain insurance
against any risk of physical loss or damage to property respecting
the Premises on a replacement cost basis, naming the Landlord
as an insured and the Tenant as an additional
insured.





 



(2)             

The Tenant shall
obtain and maintain at the Tenant's sole cost and expense all risk
public liability and property damage insurance, including personal
injury, in respect of the Premises and the operations
therein, to the extent of not less than $5,000,000, inclusive of
all injuries and/or death to persons and damage to property of
others arising from any one occurrence. The Tenant shall provide
the Landlord with a copy of the above policies or certificates of
insurance, as applicable, upon request.





 









 

5








 














(3)             

The Tenant
covenants to keep the Landlord indemnified against all claims and
demands whatsoever
by any person, whether in respect of damage to person or prope1iy,
arising out of or occasioned
by the maintenance, use or occupancy of the
Premises or the subletting or assignment of same or any part
thereof. And the Tenant further covenants to indemnify the Landlord
with respect to any encumbrance on
or damage to the Premises occasioned by or
arising from the act, default, or negligence of the Tenant,
its officers, agents, servants, employees, contractors,
customers, invitees or licensees and
the Tenant agrees that the foregoing indemnity shall survive
the termination of this Lease notwithstanding any provisions of
this Lease to the contrary.





 


10. UTILITIES

 


Tenant
shall pay all charges for gas, electricity, telephone and other
services and utilities used by the Tenant in the Premises during
the term of the Lease unless otherwise expressly agreed in writing
by the Landlord. Tenant acknowledges that the Premises are designed
to provide standard office use electrical facilities and standard
office lighting. Tenant shall not use any equipment or devices that
utilize excessive electrical energy or which may, in the Landlord's
reasonable opinion, overload the wiring.


 




11. 


DAMAGE TO THE PREMISES





 



(1)             

If the Premises or
the building in which the Premises are located, are damaged or
destroyed, in whole or in part, by fire or other peril, then the
following provisions shall apply:





 



(a) 


if the damage or
destruction renders the Premises unfit for occupancy and impossible
to repair or rebuild using reasonable diligence within 120 clear
days from the happening of such damage or destruction, then the
Term hereby granted shall cease from the date the damage or
destruction occurred, and the Tenant shall immediately surrender
the remainder of the Term and give possession of the Premises to
the Landlord, and the rent from the time of the surrender shall
abate;





 



(b)


if the Premises can
with reasonable diligence be repaired and rendered fit for
occupancy within one hundred and twenty (120) days from the
happening of the damage or destruction, but the damage renders the
Premises wholly unfit for occupancy, then the rent hereby reserved
shall not accrue after the day that such damage occurred, or while
the process of repair is going on, and the Landlord shall repair
the Premises with all reasonable speed, and the Tenant's obligation
to pay rent shall resume immediately after the necessary repairs
have been, completed;





 



(c)      

if the Premises can
be repaired within one hundred and twenty (120) days as aforesaid,
but the damage is such that the Premises are capable of being
partially used, then until such damage has been repaired, the
Tenant shall continue in possession and the rent shall abate
proportionately.





 



(2)   


Any question as to
the degree of damage or destruction or the period of time required
to repair or rebuild shall be determined by an architect retained
by the Landlord.





 



(3)

Apart from the
provisions of Section 11 (1)(a) there shall be no abatement from or
reduction of the rent payable by the Tenant, nor shall the Tenant
be entitled to claim against the Landlord for any damages, general
or special, caused by fire, water, sprinkler systems, partial or
temporary failure or stoppage of services or utilities which the
Landlord is obliged to provide according to this Lease, from any
cause whatsoever.













 

6








 






 




12. 


ACTS OF DEFAULT AND LANDLORD'S REMEDIES





 



(1) 

An Act of Default
has occurred when:





 



(a) 

the Tenant has
failed to pay rent when due, regardless of whether demand
for payment has been
made or not;










(b) 

The Tenant has
breached its covenants or failed to perform any of its
obligations under this Lease;
and





 






(i) 

the Landlord has
given notice specifying the nature of the default and the
steps
required to correct it; and









(ii) 

the Tenant has
failed to correct the default as required by the
notice;





 



(c) 

the Tenant
has:





 



(i) 

become bankrupt or
insolvent or made an assignment for the benefit of the
Creditors;






 







(ii) 

had its property
seized or attached in satisfaction of a
judgment;






 





(iii) 

had a receiver
appointed;





 






(iv) 

committed any act
or neglected to do anything with the result that a Construction
Lien or other encumbrance is registered against the Landlord's
property;











(v) 

without the consent
of the Landlord, made or entered into an agreement to make a sale
of its assets to which the Bulk
Sales Act applies; or






 



(vi) 

taken action if the
Tenant is a corporation, with a view to winding up, dissolution or
liquidation.











(d) 

any insurance
policy is cancelled or not renewed by reason of the use or
occupation of the Premises,
or by reason of non-payment of
premiums;





 



(e) 

the Premises are
used by any other person or persons, or for any other purpose than
as provided for in this Lease without the written consent of the
Landlord.





 



(2) 

When an Act of
Default on the part of the Tenant has occurred:





 



(a) 

the current month's
rent and the next three (3) months' rent shall become due and
payable immediately; and






 



(b) 

the Landlord shall
have the right to terminate this Lease and to reenter the Premises
and deal with them as he may choose.





 



(3) 

If, because
an Act of Default has occurred, the Landlord exercises its right to
terminate this Lease and re-enter the Premises prior to the end of
the Term, the Tenant shall nevertheless be liable for payment of
rent and all other amounts payable by the Tenant in accordance with
the provisions of this Lease until the Landlord has re-let the
Premises or otherwise dealt with the Premises in such manner that
the cessation of payments by the Tenant will not result in loss to
the Landlord, and the Tenant agrees to be liable to the Landlord,
until the end of the Term of this Lease for payment of any
difference between the amount of rent hereby agreed to be paid for
the Term hereby granted and the rent any new tenant pays to the
Landlord.













 

7








 






 



(4) 

The Tenant
covenants that notwithstanding any present or future Act of the
Legislature of the Province of Ontario, the personal property of
the Tenant during the term of this Lease shall not be exempt from
levy by distress for rent in arrears.





 



(a) 

The Tenant
acknowledges that it is upon the express understanding that there
should be no such exemption that this Lease is entered into, and by
executing this Lease:





 



(i) 

the Tenant waives
the benefit of any such legislative provisions which might
otherwise be available to the Tenant in the absence of this
agreement; and











(ii) 

the Tenant agrees
that the Landlord may plead this covenant as an estoppel against
the Tenant if an action is brought to test the Landlord's right to
levy distress against the Tenant's property.





 



(b) 

The Landlord shall
remit to the Tenant any surplus over the rent in arrears over the
amount received by the Landlord from any levy by distress, less any
costs reasonably incurred by the Landlord in connection therewith
and any amount which the Landlord is required by law to remit to
any governmental authority from such proceeds.





 



(5) 

If, when an Act of Default
has occurred, the Landlord chooses not to terminate the Lease and
re-enter the Premises, the Landlord shall have the right to take
any and all necessary steps to rectify any or all Acts of Default
of the Tenant and to charge the costs of such rectification to the
Tenant and to recover the costs as rent.





 



(6) 

If, when an Act of Default has occurred, the
Landlord chooses to waive its right to exercise the remedies available to it under this
Lease or at law the waiver shall not constitute condonation of the Act of Default, nor
shall the waiver be pleaded as an estoppel against the Landlord to
prevent its exercising its remedies with respect to a subsequent
Act of Default. No covenant, term, or condition of this Lease shall
be deemed to have been waived by the Landlord unless the waiver is
in writing and signed by the Landlord.





 




13. 


TERMINATION UPON NOTICE AND AT END OF TERM





 



(1)             

If the Premises are expropriated or
condemned by any competent authority the Landlord shall have the
right to terminate this Lease by giving ninety (90) clear days'
notice in writing to the Tenant.





 



(2)             

The Tenant agrees
to permit the Landlord, during the last six (6) months of the Term of
this Lease, to display "For Rent" or "For Sale" signs or both at
the Premises and to show the Premises to prospective new tenants or
purchasers and to permit anyone having written authority of the
Landlord to view the Premises at reasonable hours without
disruption to the business of the Tenant and having regard to
patient confidentiality.





 



(3)             

If the Tenant
remains in possession of the Premises after termination of this
Lease as aforesaid and if the Landlord then accepts rent for the
Premises from the Tenant, it is agreed that such overholding by the
Tenant and acceptance of rent by the Landlord shall create a
monthly tenancy only but the tenancy shall remain subject to all
the terms and conditions of this Lease except those regarding the
Term.





 




 

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14. 


SUBORDINATION AND POSTPONEMENT





 



(1)             

This Lease and all the rights of the Tenant under
this Lease are subject and subordinate to any and all charges
against the land, buildings or improvements of which the Premises
form part, whether the charge is in the nature of a mortgage, trust
deed, lien or any other form of charge arising from the financing or re-financing,
including extensions or renewals, from time to time
in existence against the
building.





 



(2)             

Upon request, if a
lender delivers a non-disturbance agreement in favour of the
Tenant, the Tenant will subordinate this Agreement and all rights
hereunder in such form as the Landlord requires to any and all
mortgages, or other instruments of financing, refinancing or
collateral financing as mentioned
above.





 



15. 

INTENTIONALLY DELETED





 




16. 


WAIVER






 


Failure
by either patty to require performance of any term, covenant or
condition herein contained shall not be deemed to be a waiver of
such term, covenant or condition or of any subsequent breach of the
same or of any other term, covenant or condition herein contained.
The subsequent acceptance or payment of rent, hereunder by the
Landlord shall not be deemed to be a waiver of any preceding breach
by the other of any term, covenant or condition of this Lease,
other than the failure of the Tenant to pay the particular rent so
accepted, regardless of the Landlord's knowledge of such preceding breach at the time of
acceptance of such rent. No covenant, term or condition of this Lease shall be
deemed to have been waived by the Landlord or Tenant, unless such
waiver be in writing by the Landlord or Tenant.

 




17. 


ACCORD AND SATISFACTION





 


No payment by the Tenant or receipt by the
Landlord of a lesser amount than the monthly rent herein stipulated
shall be deemed to be other than on account of the earliest
stipulated rent, nor shall any endorsement or statement or any
cheque or any letter accompanying any cheque or notation on any
cheque or payment as rent be deemed an accord and satisfaction, and
the Landlord may accept such cheque or payment without prejudice to
the Landlord's right to recover the balance of such rent or
pursue any other remedy in this Lease provided.

 




18. 


ENTIRE AGREEMENT





 


This
Lease and the schedules if any, attached hereto and forming a part
hereof, set fo1th all the covenants,
promises, agreements, conditions and understandings between the
Landlord and the Tenant concerning the Premises and there are no
covenants, promises, agreements, conditions or representations,
either oral or written, between them other than are herein and in
the said schedules, if any, set forth. Except as herein
otherwise provided, no subsequent alteration, amendment, change or
addition to this Lease shall be binding upon the Landlord or the
Tenant unless reduced to writing and signed by them.

 




19. 


NO SET-OFF





 


Subject
to the other provisions of this Lease all rent required to be paid
by the Tenant hereunder shall be paid without any deduction,
abatement or set-off whatsoever.


 




20. 


NOTICE





 



(1)       



Any notice required
or permitted to be given by one party to the other pursuant to the
terms of this Lease may be given





 


To the
Landlord at: 330 Hwy #7 East, Suite 510, Richmond Hill, ON L4B
3P8


To the
Tenant at the Premises.

 



(2) 

The above addresses
may be changed at any time by giving ten (10) days written
notice.






 



(3)        



Any notice or document so given shall be deemed
to have been received on the third (3rd) business day following the
date of mailing, if sent by registered mail or certified mail, but
shall be deemed to have been received on the next business
day if transmitted by facsimile transmission. Any party may from time to time by notice given
as provided above, change its address for the purpose of this
section.








 

9








 













21. 


COUNTERPARTS OF THIS AGREEMENT





 


This
Agreement may be executed in counterparts, each of which so
executed shall be deemed to be an original, and
such counterparts together shall constitute one and the same
instrument.


 




22. 


DISTRESS





 


The
Tenant waives and renounces the benefit of any present or future
statute taking away or limiting the Landlord's right of distress
and the Tenant covenants and agrees that notwithstanding any such
statute none of the goods and chattels of the Tenant on the Leased
Premises at any time during the Term shall be exempt from levy by
distress for rent in arrears.


 




23. 


ENVIRONMENTAL ISSUES AND CONTAMINANTS





 


The
Tenant shall not do or permit anything to be done on, around or
in relation
to the Premises, or bring or keep
anything thereon which may in any way increase or cause
environmental contamination, adverse environmental effects, or
which may be in
contravention with

The Environmental
Protection Act, R.S.O. 1990, c.E.19 as amended, or any other
federal, provincial or municipal
legislation, regulation, ordinances or rules regarding
environmental protection which are currently existing or
which are enacted during the currency of this Lease. The Tenant
shall not cause, and shall not permit to be caused, the escape,
discharge, leaching, disposal, maintenance and/or the storage of
any contaminants, pollutants, radioactive material, PCB, or other
hazardous material on, around, or in relation to the Premises. The
Tenant shall be solely and totally responsible for the clean-up and
repair of any environmental damage, or adverse effects arising as a
result of the breach of the covenants herein contained. The Tenant
hereby agrees to indemnify, defend and save the Landlord and any
mortgagee harmless from any and all liability, claims, damage,
expense, causes of action, suits or judgments arising from the
Tenant's breach of this covenant, and all payments arising pursuant
to this or the preceding paragraph shall be deemed to be rent in
addition to the fixed annual gross rent and recoverable as such.
The indemnity referred to herein shall
include, but not be limited to, claims made by third parties
arising out of common law. The Tenant herein covenants to provide
immediate notice to the Landlord of any breach of the covenants
contained herein. The Tenant acknowledges that the Landlord, or its
agents, shall be permitted to enter onto the Leased Premises at any
time to inspect the Leased Premises, if it has reason to believe
that the Tenant has breached its covenant contained herein this
Section. The Landlord shall
also be entitled to take corrective action regarding any breach of
the Tenant's covenants
contained herein, at the Tenant's expense.

 




24. 


REGISTRATION





 


The
Tenant shall not at any time register notice of or a copy of this
Lease on title to the property of which the premises form part
without consent of the Landlord.


 




25. 


INTERPRETATION





 



(1)             

The words importing
the singular number only shall include the plural, and vice versa,
and words importing the masculine gender shall include the feminine
gender, and words importing persons shall include firms and
corporations and vice versa.





 



(2)             

Unless the context
otherwise requires, the word "Landlord" and the word "Tenant"
wherever used herein shall be construed to include the executors,
administrators, successors and assigns of the Landlord and Tenant,
respectively.





 



(3)             

When there are two
or more Tenants bound by the same covenants herein contained, their
obligations shall be joint and several.





 


 



[signatures on next page]


 




 

10








 






 




IN WITNESS WHEREOF the
Landlord and the Tenant have signed and scaled this Lease as of the
day and year first above written.

 







SIGNED,
SEALED AND DELIVERED

 


in the
presence of




 


	
 

	


)     


	
 

	
 


	
 

	

      )
    


	


1968160 ONTARIO INC.


	
 

	

)
    


	
 

	
 


	
 

	

)
    


	
 

	
 


	
 

	

)
    


	

/s/
Nidhi Nijhawan    


	
 

	

)
    


	

By:
Nidhi Nijhawan


	
 

	

)
    


	

Its:
President


	
 

	

)
    


	


I have authority to bind the Corporation.


	
 

	

)
    


	
 

	
 


	
 

	

)
    


	
 

	
 


	
 

	

)
    


	


EDESA BIOTECH INC.  
 


	
 

	

)
    


	
 

	
 


	
 

	

)
    


	
 

	
 


	
 

	

)
    


	

/s/
Dr.
Par Nijhawan    


	
 

	

)
    


	

By:
Dr.
Par Nijhawan


	
 

	

)
    


	

Its:
Chief
Medical Officer



	
 

	

)
    


	


I have authority to bind the Corporation.







 


 







 

11








 






 






 






 


 




 

12








 






 


Schedule "B" Rent
Payment Schedule

 


	

Start
Date

	

End
Date

	

Monthly
Rent


	


Jan-17

	


Dec-18

	

$8,320.00
+HST


	


Jan-19

	


Dec-20

	

$8,553.33
+HST


	


Jan-21

	


Dec-22

	

$8,786.67
+HST


	


Jan-23

	


Dec-24

	

$9,020
+HST







 


 


 


 


 




 

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