Exhibit
10.29


 


SUBLEASE


 


THIS SUBLEASE, dated as of the 2nd day of November,
2007, by and between MEDWAVE, INC., a Minnesota corporation (“Sublessor”) and
TRANSOMA MEDICAL, INC., a Delaware corporation (“Sublessee”).


 


W I T N E S S E T H:


 


WHEREAS, Sublessor entered into that certain
Office/Warehouse Lease dated April 10, 1997 with Round Lake LLC, as predecessor
in interest to AMB Property, L.P. (“Landlord”), as amended by Lease
Modification and Extension Agreement dated March 29, 2002 between Landlord and Sublessor,
by Second Lease Modification and Extension Agreement dated April 12, 2004
between Landlord and Sublessor, by Third Lease Modification and Extension
Agreement dated January 26, 2005 between Landlord and Sublessor, and the Lease
Termination and Surrender Agreement dated October 22, 2007 between Landlord and
Sublessor (collectively, the “Master Lease”); and


 


WHEREAS, pursuant to the Master Lease, Landlord leased
to Sublessor certain premises in the building located at 4382-84 Round Lake
Boulevard, Arden Hills, Minnesota, as more particularly described in the Master
Lease; and


 


WHEREAS, a copy of the Master Lease has been
previously delivered to Sublessee, and Sublessee hereby acknowledges receipt of
same; and


 


WHEREAS, Sublessee desires to sublease from Sublessor
approximately 13,037 rentable square feet of Sublessor’s premises (the “Subleased
Premises”), and Sublessor has agreed to sublease the Subleased Premises to
Sublessee upon the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration for Subleased
Premises, the above recitals and the covenants herein contained, the parties
hereto agree as follows:


 


I.              Term.


 


A.            Sublessor
leases to Sublessee and Sublessee hires from Sublessor the Subleased Premises
for a term (“Term”) commencing: (1) with respect to the portion of the
Subleased Premises shown as Bays 5 and 6 on
attached Exhibit “A” (the “Initial Subleased Premises”),  at 12:01 a.m. on November 12, 2007 (the “Initial Premises
Commencement Date”), and with respect to the portion of the Subleased Premises
shown as Bays 7 and 8 (the “Remaining Subleased
Premises”, and together with the Initial Subleased Premises, collectively, the “Subleased
Premises”), at 12:01 a.m. on December 5, 2007 (the “Remaining Premises
Commencement Date,” and together with the Initial Premises Commencement Date
sometimes collectively referred to as the “Commencement Dates”), and expiring
on December 31, 2007 (“Expiration Date”).


 

















 


B.            Sublessor
shall grant to Sublessee the right to enter the premises as necessary at any
time after the execution of this sublease for the purposed of preparing the
Subleased Premises for occupancy.


 


II.            Provisions
Constituting Sublease.


 


A.            Except as
may be inconsistent with the terms of this Sublease, all of the terms,
covenants and conditions of the Master Lease are incorporated herein by
reference as if fully set forth herein, and such terms, covenants and
conditions shall be applicable to this Sublease with the same force and effect
as if Sublessor were Landlord under the Master Lease and Sublessee were Tenant
thereunder. Sublessee shall observe and perform for the benefit of Landlord and
Sublessor each and every term, covenant, condition and agreement of the Master
Lease which Sublessor is required to observe or perform with respect to the
Subleased Premises as Tenant under the Master Lease, except that the following
sections of the Master Lease shall not apply to this Sublease:


 


1, 2, 3, 4, 5, 9, 10 and 33 of original lease; 1 and 2
of first modification and extension agreement; 3, 4, 5 and 6 of second
modification and extension agreement; 1, 2, 3, 4 and 5 of third modification
and extension agreement; the paragraph entitled “Termination Fee” in lease
termination and surrender agreement.


 


B.            Sublessor
agrees that it will not terminate or further amend or modify the Master Lease
without Sublessee’s consent, which may be granted or withheld in Sublessee’s
sole discretion.


 


III.           Rent.      Sublessee shall pay Sublessor the sum
of $20,000.00 upon execution of this Sublease and for the furniture and
equipment described in Article VI below. No other payments shall be due to
Sublessor.


 


IV.                                Condition
of Subleased Premises. Prior to the applicable Commencement Date with
respect to each portion of the Subleased Premises, Sublessor shall remove all
telephone equipment and other personal property located within the applicable
portion of the Subleased Premises being made available to Sublessee. In
addition, as of each of the applicable Commencement Dates, Sublessor shall
leave the applicable portion of the Subleased Premises in broom clean condition
and as otherwise required to be surrendered to Landlord under the terms of the
Master Lease (other than for tenant improvements such as work stations
installed by Sublessor and that Sublessee will use in its occupancy of the
Subleased Premises). Subject to the foregoing, Sublessee accepts each portion
of the Subleased Premises in its then existing condition as of the applicable
Commencement Date.


 


V.            Notices.
All notices, consents, approvals, demands and requests (collectively “Notices”)
which are required or desired to be given by either party to the other
hereunder shall be 


 


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delivered in accordance with the notice provisions of the Master Lease,
except that notices shall be delivered to the following addresses:


 


	
  To Sublessor

  	
   

  	
  Medwave, Inc.

  
	
   

  	
   

  	
  P.O. Box 65

  
	
   

  	
   

  	
  Lakeville,
  Minnesota 55044

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  To Sublessee

  	
   

  	
  Transoma
  Medical, Inc.

  
	
   

  	
   

  	
  4211 Lexington Avenue
  North

  
	
   

  	
   

  	
  Suite 2244

  
	
   

  	
   

  	
  St. Paul, MN 55126

  
	
   

  	
   

  	
  Attn: Vice President
  Manufacturing Operations

  



 


 


or at such other address as Sublessor or Sublessee may
from time to time designate by notifying the other party in accordance
herewith.


 


VI.           Furniture
and Equipment. Simultaneously with the execution of this Sublease, and the
payment of the first payment due hereunder, Sublessor shall execute a Bill of
Sale to Sublessee for the furniture and equipment described on attached Exhibit
“B”.


 


VII.         Access by
Sublessor. Prior to the Remaining Premises Commencement Date, Sublessor
shall have access to the restrooms located in the Initial Subleased Premises,
and shall also have such access through Initial Subleased Premises as is
reasonably necessary to obtain access to the Remaining Subleased Premises. Notwithstanding
the foregoing provisions to the contrary, if deemed necessary by Sublessee to
maintain security within the Initial Subleased Premises, Sublessee reserves the
right at any time to cause locks to be changed within the Subleased Premises,
or any portion thereof, and to deny Sublessor access through the Initial
Subleased Premises for purposes other than use of the restrooms.


 


VIII.        Broker’s
Fees. Sublessee and Sublessor each represents and warrants that no broker,
agent or other person has been instrumental or involved in bringing about this
transaction except for the Keewaydin Group, Inc. who will not get a fee from
either party in connection with this transaction. Sublessee agrees to indemnify
and hold Sublessor harmless from and against any claims by any other broker,
agent or other person claiming a commission or other form of compensation by
virtue of having dealt with Sublessee with regard to this transaction,
including the Keewaydin Group, Inc. Sublessor agrees to indemnify and hold
Sublessee harmless from and against any claims by any other broker, agent or
other person claiming a commission or other form of compensation by virtue of
having dealt with Sublessor with regard to this transaction.


 


IX.           Governing
Law. This Sublease shall be governed by and construed in accordance with
the laws of the State of Minnesota.


 


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X.            Severability.
If the application of any provision of this Sublease, or any paragraph,
sentence, clause, phrase or word in any circumstance is held invalid, the
validity of the remainder of this Sublease shall not be affected thereby, and
the remainder shall be construed as if such invalid part were never included in
the Sublease.


 


XI.           No
Representations or Warranties. Sublessee acknowledges that neither
Sublessor nor Sublessor’s agents have made any representations or warranties as
to the suitability of the Premises for the conduct of Sublessee’s business.


 


XII.         Indemnification.
Sublessee shall defend, indemnify and hold Sublessor harmless from and against
any and all claims, including reasonable attorneys’ fees, arising or alleged to
arise as a result of the use of either portion of the Subleased Premises and
other areas appurtenant to the Subleased Premises, by Sublessee, its employees,
agents, contractors, subcontractors, or guests. Except as otherwise provided in
Article IV, Sublessor shall defend, indemnify and hold Sublessee harmless from
and against any and all claims, including reasonable attorneys’ fees, arising
or alleged to arise as a result of the use of either portion of the Subleased
Premises and other areas appurtenant to the Subleased Premises, by Sublessor,
its employees, agents, contractors, subcontractors, or guests. The
indemnification obligations hereunder shall survive the execution, termination
and/or expiration of this Sublease Agreement and the Master Lease.


 


IN WITNESS WHEREOF, Sublessor and Sublessee have
executed this Sublease as of the day and year first above written.


 


	
  SUBLESSOR:

  	
  MEDWAVE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Donna R. Lunak

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   Donna R.
  Lunak

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
       VP,
  GM

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SUBLESSEE:

  	
  TRANSOMA
  MEDICAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  Charles T. Coggin

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   Charles T.
  Coggin

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
        Chief
  Financial Officer

  	
   

  
								



 


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EXHIBIT “A”


SUBLEASED
PREMISES


 


[Premises Floor
Plan]


 


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EXHIBIT “B”


FURNITURE
AND EQUIPMENT


 


1.             All
work stations (including replacement panels)


 


2.             All
office desks, chairs and work tables and conference room furniture


 


3.             All
lounge room tables, chairs, miscellaneous furniture and all appliances


 


4.             All
filing cabinets in offices


 


5.             All
chairs


 


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