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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER 0-27578
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SUNPHARM CORPORATION
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE F593097048
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
THE VERANDA, SUITE 301
814 HIGHWAY A1A
PONTE VEDRA BEACH, FL 32082
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
ISSUER'S TELEPHONE NUMBER: (904) 394-2800
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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Number of shares of the issuer's Common Stock outstanding as of
November 13 , 1998: 6,621,395
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<PAGE>
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-QSB contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Actual results could differ
materially from those projected in the forward-looking statements as a result of
a number of important factors. For a discussion of important factors that could
affect the Company's results, please refer to the discussions herein and to
those contained in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997 under the caption "Item 1. Description of Business - Risk
Factors."
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The following unaudited financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and notes disclosures, normally included in annual financial
statements prepared in accordance with generally accepted accounting principles,
have been omitted pursuant to these rules and regulations. However, the Company
believes that the disclosures made herein are adequate and, accordingly, that
the information presented is not misleading. These financial statements should
be read in conjunction with the financial statements and notes for the year
ended December 31, 1997, which are included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1997, filed pursuant to the
Securities Exchange Act of 1934.
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<PAGE>
SUNPHARM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
Current Assets:
Cash .................................................................. $ 848,933 $ 356,969
Short-term investments ................................................ 497,354 4,268,566
Receivables ........................................................... 5,648 --
Other current assets .................................................. 54,621 206,024
------------ ------------
Total current assets ............................................. 1,406,556 4,831,559
Receivable from shareholder ................................................ 119,797 106,611
Property and equipment, net ................................................ 49,843 30,319
Other assets ............................................................... 34,814 3,250
------------ ------------
$ 1,611,010 $ 4,971,739
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable ...................................................... $ 217,002 $ 399,996
Accrued liabilities ................................................... 197,756 231,754
Notes payable ......................................................... -- 155,271
------------ ------------
Total current liabilities ........................................ 414,758 787,021
Stockholders' Equity:
Undesignated preferred stock, par value $.0001 per
share; 2,500,000 shares authorized; 0 shares
issued and outstanding ........................................... -- --
Common stock, par value $.0001 per share;
25,000,000 shares authorized; 5,767,830
and 5,737,828 shares issued and
outstanding, respectively ........................................ 577 574
Additional paid-in capital ............................................ 19,704,780 19,687,198
Accumulated deficit during development stage .......................... (18,509,105) (15,503,054)
------------ ------------
Total stockholders' equity ....................................... 1,196,252 4,184,718
------------ ------------
$ 1,611,010 $ 4,971,739
============ ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
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<PAGE>
SUNPHARM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended September 30,
1998 1997
----------- -----------
<S> <C> <C>
REVENUES:
Sponsored research/sublicensing revenue ..................... $ 100,000 --
Interest income ............................................. 32,695 81,444
----------- -----------
Total revenues ......................................... 132,695 81,444
EXPENSES:
Research and development .................................... 687,770 666,450
General and administrative .................................. 362,996 434,637
----------- -----------
Total expenses ......................................... 1,050,766 1,101,087
----------- -----------
NET LOSS ......................................................... $ (918,071) $(1,019,643)
=========== ===========
NET LOSS PER SHARE ............................................... $ (0.16) $ (0.18)
=========== ===========
SHARES USED IN COMPUTING LOSS PER SHARE .......................... 5,767,830 5,712,254
=========== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SUNPHARM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
From Inception
(May 3, 1990)
Nine Months Ended September 30, Through
1998 1997 September 30, 1998
------------ ------------ ------------------
<S> <C> <C>
Revenues:
Sponsored research/sublicensing revenue $ 100,000 -- $ 2,985,000
Interest income ....................... 128,726 200,949 644,033
------------ ------------ ------------
Total revenues ................... 228,726 200,949 3,629,033
Expenses:
Research and development .............. 1,852,568 1,805,826 11,838,808
General and administrative ............ 1,382,209 1,281,885 9,809,330
Royalty expense ....................... -- -- 490,000
------------ ------------ ------------
Total expenses ................... 3,234,777 3,087,711 22,138,138
------------ ------------ ------------
Net loss ................................... $ (3,006,051) $ (2,886,762) $(18,509,105)
============ ============ ============
Net loss per share ......................... $ (0.52) $ (0.57)
============ ============
Shares used in computing loss per share .... 5,760,419 5,040,260
============ ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
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<PAGE>
<TABLE>
SUNPHARM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
<CAPTION>
Redeemable Convertible Preferred Stock: Additional Accumulated
Series A Series B Common Stock: Paid-In Deficit Since
Shares Amount Shares Amount Shares Amount Capital Inception
------------------------------------- --------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997 ......... -- -- -- -- 5,737,828 $ 574 $ 19,687,198 $(15,503,054)
Issuance of Common Stock .............. -- -- -- -- 30,002 3 17,582 --
Net Loss .............................. -- -- -- -- -- -- -- (3,006,051)
------------------------------------- -------------------------------------------------
Balance at September 30, 1998 ........ -- -- -- -- 5,767,830 $ 577 $ 19,704,780 $(18,509,105)
===================================== =================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
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<PAGE>
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FROM INCEPTION
(MAY 3, 1990)
NINE MONTHS ENDED SEPTEMBER 30, THROUGH
1998 1997 SEPTEMBER 30, 1998
------------ ------------ ------------------
<S> <C> <C> <C>
Cash flows from operating activities
Net loss ............................................................ $ (3,006,051) $ (2,886,762) $(18,509,105)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization ................................ 5,544 2,800 82,942
Expense related to issuance of
stock for services ........................................ -- -- 133,770
Compensation expense related to
operations, warrants and stock
appreciation rights ....................................... -- -- 865,246
Amortization of deferred offering costs
incurred in connection with
issuance of Bridge Notes .................................. -- -- 775,000
Write-off of patents ......................................... -- -- 70,120
Increase in receivable from shareholder ...................... (13,186) (93,162) (119,797)
Decrease (increase) in accounts receivable
and other current assets .................................. 145,755 474,686 (61,910)
(Decrease) increase in accounts payable ...................... (182,994) (43,743) 217,002
(Decrease) increase in accrued liabilities ................... (33,998) (438,814) 204,006
Increase in accrued legal fees ............................... -- -- 300,000
------------ ------------ ------------
Total adjustments ......................................... (78,879) (98,233) 2,466,379
------------ ------------ ------------
Net cash used in operating activities .................................. (3,084,930) (2,984,995) (16,042,726)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments ................................. (4,694,296) (6,198,946) (22,629,348)
Sales and maturities of short-term investments ...................... 8,465,508 2,768,028 22,131,994
Purchases of property and equipment ................................. (25,068) (7,485) (69,090)
Increase in other assets ............................................ (31,564) -- (31,564)
Payment of patent costs ............................................. -- -- (67,424)
------------ ------------ ------------
Net cash provided by (used in) investing activities .................... 3,714,580 (3,438,403) (665,432)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of notes payable ......................................... (155,271) (112,201) (100,000)
Increase in deferred offering costs ................................. -- -- (597,348)
Issuance of Series A preferred stock ................................ -- -- 513,525
Issuance of Series B preferred stock ................................ -- -- 450,000
Issuance of common stock ............................................ 17,585 6,522,489 17,290,914
Proceeds from payable to shareholders ............................... -- -- 542,500
Repayment of payable to shareholders ................................ -- -- (542,500)
------------ ------------ ------------
Net cash (used in) provided by financing activities .................... (137,686) 6,410,288 17,557,091
------------ ------------ ------------
Net change in cash ..................................................... 491,964 (13,110) 848,933
Cash at beginning of period ............................................ 356,969 341,145 --
------------ ------------ ------------
Cash at end of period .................................................. $ 848,933 $ 328,035 $ 848,933
============ ============ ============
Supplemental information:
Cash paid for interest .............................................. $ 3,550 $ 2,512 $ 171,002
============ ============ ============
The accompanying notes are an integral part of these fnancial statements.
</TABLE>
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<PAGE>
SUNPHARM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The balance sheet at September 30, 1998, the related statements of
operations for the three- and nine-month periods ended September 30, 1998 and
1997 and the period from inception (May 3, 1990) through September 30, 1998, the
statement of stockholders' equity at September 30, 1998, and the statements of
cash flows for the nine-month periods ended September 30, 1998 and 1997 and the
period from inception through September 30, 1998 are unaudited. These interim
financial statements should be read in conjunction with the financial statements
and related footnotes included in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1997. The unaudited interim financial statements
included herein reflect all adjustments which are, in the opinion of management,
necessary for a fair statement of results for the interim periods presented, and
all such adjustments are of a normal recurring nature. Interim results are not
necessarily indicative of results for a full year.
NET LOSS PER SHARE
Net loss per share is computed based on the weighted-average number of
shares of common stock outstanding for the period.
PATENT COSTS
The Company reimburses the University of Florida Research Foundation,
Inc. ("UFRFI") for direct expenses relating to the Company's patents. Patent
costs consist of legal fees and other direct costs incurred in obtaining
patents. These costs are charged to research and development expense when
incurred.
RESEARCH AND DEVELOPMENT
Sponsored research revenue is recognized as revenue when such payments
are earned or received and the research has been performed. Research and
development expenses are charged to operations when incurred. Research and
development expenses include, among other expenses, consulting fees and cost of
reimbursements to UFRFI.
NEW ACCOUNTING STANDARD
On January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130").
SFAS 130 establishes standards for
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reporting and display of comprehensive income and its components (revenues,
expenses, gains, and losses) in a full set of general-purpose financial
statements. SFAS 130 requires that all items that are required to be recognized
under accounting standards as components of comprehensive income be reported in
a financial statement that is displayed with the same prominence as other
financial statements. SFAS 130 does not require a specific format for that
financial statement but requires that an enterprise display an amount
representing total comprehensive income for the period in that financial
statement. Additionally, SFAS 130 requires that an enterprise (a) classify items
of other comprehensive income by their nature in a financial statement and (b)
display the accumulated balance of other comprehensive income separately from
retained earnings and additional paid-in capital in the equity section of a
statement of financial position. SFAS 130 is effective for fiscal years
beginning after December 15, 1997. Reclassification of financial statements for
earlier periods provided for comparative purposes is required. Adoption of SFAS
130 did not have a material impact on the Company's financial statements.
2. SUBSEQUENT EVENT -- PRIVATE PLACEMENT OF PREFERRED STOCK AND COMMON
STOCK
On November 13, 1998, the Company sold 300,000 shares of Series A
Redeemable Convertible Preferred Stock ("Preferred Stock") and 853,565 shares of
Common Stock to certain institutions and other accredited investors in a Private
Placement pursuant to Regulation D under the Securities Act of 1933. The
purchase price for the Preferred Stock and Common Stock sold in the Private
Placement consisted of $1,200,000 in cash and the surrender by the investors of
redeemable Common Stock Purchase Warrants originally issued in the Company's
March 1997 private placement financing. Shares of Series A Preferred Stock are
initially convertible to Common Stock on a 1-for-1 basis, subject to customary
antidilution adjustments. Dividends shall accrue on the Series A Preferred Stock
at the rate of 8% per annum. In the event of liquidation, dissolution, or
winding up of the Company, or, at the option of the holders of the Preferred
Stock, a consolidation or merger of the Company or a sale of all or
substantially all of its assets, the Preferred Stock will be entitled to receive
in preference to the Company's Common Stock an amount per share equal to the
original purchase price plus any accrued dividends per share.
Redemption of the Preferred Stock is at the request of holders of at
least 33-1/3% of such shares outstanding, which request may be made at any time
two years following closing of the Private Placement. In the event of such
request, the Company shall be required to redeem all of the Series A Preferred
Stock held by the requesting holders at a redemption price equal to $4.00 per
share (subject to adjustment), plus any accrued dividends per share. The
redemption price may be paid, at the Company's option, in cash or in shares of
the Company's Common Stock. The Company's intention is to make such redemption
in Common Stock, and accordingly the Series A Preferred Stock has been included
in Stockholder's Equity. Proceeds to the Company from this Private Placement
were $1,160,000, net of legal fees of $40,000.
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<PAGE>
Following is a condensed pro forma balance sheet of the Company as of
September 30, 1998, after giving effect to the transaction disclosed above.
<TABLE>
<CAPTION>
Pro Forma
September 30, 1998
------------------
<S> <C>
ASSETS
Cash and short-term investments $ 2,506,287
Receivables and other current assets 60,269
Property and equipment, net 49,843
Other assets 154,611
------------
$ 2,771,010
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 414,758
Stockholders' equity:
Undesignated Preferred Stock, par value $.0001 per share; 2,200,000 shares
authorized; 0 shares issued and outstanding
Series A Preferred Stock, par value $.0001 per share; 300,000 shares authorized;
300,000 shares issued and outstanding 30
Common Stock, par value $.0001 per share; 25,000,000 shares authorized;
6,621,395 shares issued and outstanding 662
Additional paid-in capital 20,864,665
Accumulated deficit during development stage (18,509,105
------------
Total Stockholders' Equity 2,356,252
------------
$ 2,771,010
============
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OVERVIEW
Since its inception in May 1990, SunPharm Corporation ("SunPharm" or
the "Company") has devoted substantially all of its efforts and resources to
research and development conducted on its own behalf and through collaborations
with clinical institutions. The Company's drug development strategy emphasizes
conducting most of its research and preclinical activities at the University of
Florida, with clinical investigations conducted at various sites, including the
University of Florida. The Company has incurred cumulative net losses of
$18,509,000 from its inception through September 30, 1998. The Company expects
to incur additional significant operating losses for at least the next two
years, principally as a result of its continuing anticipated research and
development and clinical trial expenditures.
The Company has recently undertaken an assessment of all its financial
and operational systems to ensure Year 2000 compliance and plans to complete the
assessment by December 31, 1998. Year 2000 issues result from the inability of
certain computer programs or computerized equipment to accurately calculate,
store or use a date subsequent to December 31, 1999. Typically, the year 2000
may be represented or interpreted as the year 1900. This could result in a
system failure or miscalculations causing disruptions of operations, including,
among other things, a temporary inability to process transactions, send invoices
or engage in similar normal business.
Based on its review to date and other preliminary information, the
Company does not anticipate that it will incur any significant costs relating to
the assessment and remediation of Year 2000 issues. The Company believes that
the potential impact, if any, of its systems not being Year
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<PAGE>
2000 compliant should not impact the Company's ability to continue its research
and development activities. However, there can be no assurance at this time that
the Company, its research and business partners, vendors or customers will
successfully be able to identify and remedy all potential Year 2000 problems or
that a system failure resulting from a failure to identify any such problems
would not have a material adverse effect on the Company.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
Sponsored research revenue of $100,000 was recorded in the current
period, representing preclinical work contracted with a corporate partner.
Interest income decreased to $33,000 for the three months ended September 30,
1998 from $81,000 for the same period in 1997. This decrease is attributable to
a lower cash balance available for investment during the current quarter.
The Company's research and development expenses totaled $688,000 for
the three months ended September 30, 1998, a slight increase from $666,000
recorded in the same period in 1997. Current period expenses included $100,000
of preclinical work contracted with a corporate partner, as mentioned above,
which more than offset higher clinical monitoring and drug testing expenses in
the third quarter of 1997. Prior-year expenses were related to patient
enrollment and data collection in clinical trials of the Company's lead
compounds, diethylnorspermine (DENSPM) and diethylhomospermine (DEHOP), which
were ongoing at that time.
General and administrative expenses were $363,000 for the three months
ended September 30, 1998, as compared to $435,000 for the same period in 1997.
The 17% decrease resulted principally from a vacant senior management position
in the current period and lower corporate legal expenses.
Net loss for the three months ended September 30, 1998 was $918,000, as
compared to a loss of $1,020,000 for the same period in 1997. The lower loss in
the current quarter was due primarily to funded research revenue and lower
general and administrative expenses as discussed above. Correspondingly, net
loss per share for the three months ended September 30, 1998 was $0.16, compared
to $0.18 for the same period in 1997.
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
Interest income of $129,000 for the nine months ended September 30,
1998 was 36% lower than the $201,000 recorded in the same period in 1997. The
decrease is attributable to a lower average balance of invested cash during the
period, as compared to a year earlier.
Research and development expenses of $1,853,000 for the nine months
ended September 30, 1998 were 3% higher than the $1,806,000 recorded in the same
period a year ago. Higher expenses in the current period, as previously
discussed, were attributable to the inclusion of preclinical expenses contracted
with a corporate partner, as well as to higher patent expenses, offset by
clinical investigator and monitoring activity associated with Phase I and Phase
II clinical trials of the Company's lead compounds in the prior-year period.
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<PAGE>
General and administrative expenses of $1,382,000 for the nine months
ended September 30, 1998 were 8% higher than the $1,282,000 recorded in the same
period a year earlier. The increase is attributable to a greater level of
investor relations activity, the addition of a senior management position in
September 1997, and a higher level of associated administrative expenses. The
Company expects its general and administrative expenses to remain at a
relatively constant level into the first quarter of 1999.
Net loss for the nine months ended September 30, 1998 was $3,006,000,
or $0.52 per share, which compares to a net loss of $2,887,000, or $0.57 per
share, for the comparable period a year ago. Net loss per share in the current
period reflected the greater number of weighted average shares outstanding, as
compared to a year ago, due to a private placement financing which closed on
March 28, 1997.
LIQUIDITY AND CAPITAL RESOURCES
Since its inception, the Company has financed its operations primarily
through collaborative research and sublicense agreements with its strategic
alliance partners and the issuance of debt and equity securities. Through
September 30, 1998, the Company has received $2,985,000 of cumulative sponsored
research and sublicensing revenues and approximately $19,700,000 in
consideration of the issuance of debt and equity securities, including net
proceeds of approximately $7,200,000 related to its initial public offering in
January 1995.
During the nine months ended September 30, 1998, net cash used in
operating activities was $3,085,000, compared with $2,985,000 for the comparable
period in 1997. The greater use of cash in the current period was principally
due to the greater net loss, impacted by revenue and expense factors previously
discussed. At September 30, 1998, the Company had cash and investments totaling
$1,346,000, compared with $4,626,000 at December 31, 1997. The Company's working
capital was $992,000 at September 30, 1998, compared to $4,045,000 at December
31, 1997. These decreases are attributable to the Company's use of cash to fund
its operations over the last nine months.
On November 13, 1998, the Company sold 300,000 shares of Series A
Redeemable Convertible Preferred Stock ("Preferred Stock") and 853,565 shares of
Common Stock to certain institutions and other accredited investors in a Private
Placement pursuant to Regulation D under the Securities Act of 1933. The
purchase price for the Preferred Stock and Common Stock sold in the Private
Placement consisted of $1,200,000 in cash and the surrender by the investors of
redeemable Common Stock Purchase Warrants originally issued in the Company's
March 1997 private placement financing. Shares of Series A Preferred Stock are
initially convertible to Common Stock on a 1-for-1 basis, subject to customary
antidilution adjustments. Dividends shall accrue on the Series A Preferred Stock
at the rate of 8% per annum. In the event of liquidation, dissolution, or
winding up of the Company, or, at the option of the holders of the Preferred
Stock, a consolidation or merger of the Company or a sale of all or
substantially all of its assets, the Preferred Stock will be entitled to receive
in preference to the Company's Common Stock an amount per share equal to the
original purchase price plus any accrued dividends per share.
Redemption of the Preferred Stock is at the request of holders of at
least 33-1/3% of such shares outstanding, which request may be made at any time
two years following closing of the Private
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Placement. In the event of such request, the Company shall be required to redeem
all of the Series A Preferred Stock held by the requesting holders at a
redemption price equal to $4.00 per share (subject to adjustment), plus any
accrued dividends per share. The redemption price may be paid, at the Company's
option, in cash or in shares of the Company's Common Stock. The Company's
intention is to make such redemption in Common Stock, and accordingly the Series
A Preferred Stock has been included in Stockholder's Equity. Proceeds to the
Company from this Private Placement were $1,160,000, net of legal fees of
$40,000.
The Company's future success is affected by a variety of factors,
including the progress of the Company's research and development efforts and
results of preclinical studies and clinical trials, the cost and timing of
regulatory approvals, the Company's ability to obtain patent protection for its
products on a cost-effective and timely basis, the rate of technological
advances, determinations as to the commercial potential of the Company's
products under development, the status of competitive products, the
establishment of manufacturing capacity or third-party manufacturing
arrangements, its reliance on research institutions and corporate partners, the
uncertainty of health care reform, and the competitive environment in which the
Company operates. The Company's existing capital resources will not be
sufficient to fund the Company's operations to the point of introduction of a
commercially successful product, if and when that time should arrive. No
assurance can be given that additional funds will be available on acceptable
terms, if at all. At the present time, the Company estimates that its cash
balance, after completion of the financing transaction described above, will be
sufficient to fund operations through the first quarter of 1999.
The Company expects to incur substantial additional research and
development expenses, including expenses associated with preclinical studies,
clinical trials and drug testing. The Company intends to use a portion of its
cash resources, together with funds from its existing collaborative arrangements
with Warner-Lambert and Nippon Kayaku, for these purposes. The Company's rights
to receive payments from Warner-Lambert and Nippon Kayaku, are dependent upon
the achievement of certain milestones by Warner-Lambert and Nippon Kayaku,
respectively, and are not within the control of the Company. No assurance can be
made that such milestones will be achieved or that such payments will be
received by the Company.
The Company has incurred losses since inception and, therefore, has not
been subject to federal income taxes. As of December 31, 1997, the Company had a
net operating loss ("NOL") and tax credit carry forwards for income tax purposes
of $13,327,000 and $464,000, respectively, which may be available to reduce
future taxable income and future tax liabilities. These carry forwards begin to
expire in 2008. The Tax Reform Act of 1986 provides for an annual limitation on
the use of NOL and credit carry forwards (following certain ownership changes)
that could significantly limit the Company's ability to utilize these carry
forwards. The Company has made no determination concerning whether there has
been such a cumulative change in ownership. It is possible that such change in
ownership occurred following the completion of the Company's initial public
offering in 1995 and private placements in 1996, 1997 and 1998. Accordingly, the
Company's ability to utilize the aforementioned carry forwards to reduce future
taxable income and tax liabilities may be limited. Additionally, because United
States tax laws limit the time during which these carry forwards may be applied
against future taxes, the Company may not be able to take full advantage of
these attributes for federal income tax purposes.
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PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES.
During the first nine months of 1998, the Company issued an aggregate
of 30,002 shares of Common Stock upon the exercise of options granted to former
consultants of the Company in transactions exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2)
thereof or Rule 701 thereunder. The options which were exercised were granted
prior to the Company's 1995 initial public offering.
ITEM 3. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1* Lease Agreement between the Company and Talon
Properties, a Florida General Partnership, dated
February 9, 1998, concerning the lease of 4,788 square
feet at The Veranda,Suite 301, 814 Highway A1A, Ponte
Vedra Beach, Florida 32082, for occupancy commencing in
November 1998
11.1* Statement of computation of weighted average shares
outstanding and net loss per share
27.1* Financial Data Schedule
ITEM 5. OTHER INFORMATION
On October 26, 1998, the Company announced that additional studies
will be required by the U. S. Food and Drug Administration prior to initiating
pivotal trials of DEHOP for the treatment of AIDS-related diarrhea. Based on
discussions with the agency and its review of the Company's pivotal trial
protocol, the Company will be first required to conduct a Phase II study
designed to generate additional safety and pharmacokinetic data. The Company
also plans to generate additional animal data to support further development of
DEHOP.
- ----------------
*Filed herewith.
-14-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
SUNPHARM CORPORATION
Date: November 13, 1998 By: /s/ STEFAN BORG
------------------------------------------
President and Chief Executive Officer
(Principal Executive Officer)
Date: November 13, 1998 By: /s/ PAUL M. HERRON
------------------------------------------
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
-15-
Talon Properties
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into this 9TH day of February 1998 ,by
and between Talon Properties, a Florida General Partnership, hereinafter called
"Lessor", and SUNPHARM CORPORATION hereinafter called "Lessee", on the following
terms and conditions:
1. Leased Premises. The Lessor, for and in consideration of the rents,
covenants, agreements, and stipulations hereinafter mentioned, hereby leases to
the Lessee the following described premises: Space designated as Suite(s) TO BE
DETERMINED comprising approximately 4788 square feet, as shown on Exhibit "A"
(Site Plan) and Exhibit "B" (Suite Location and Suite Build Out) attached
hereto, located at A1A and TPC Boulevard, Ponte Vendra Beach, Florida in a
building known as Building" A "of The Veranda Project. The "standard build out"
of leased space (and any additional improvements, if indicated) are shown on
Exhibit "C" to this Agreement. The Lessor and Lessee have agreed to the square
footage indicated above as being accurate and the sole basis for Base Rent and
Additional Rent calculations in this Lease.
The Lessor agrees to have the Leased Premises completed and ready for possession
on or before the Commencement Date of SEPTEMBER 1 1998 barring strikes,
insurrection, acts of God and other casualties or unforeseen events beyond the
control of the Lessor. If Lessor will be unable to give possession of the Leased
premises on or before the commencement date, Lessor will provide Lessee with no
less than 30 days written notice of any delay in the commencement date and 30
days' written notice of the revised commencement date. If Lessor is unable to
give possession of the Leased Premises within sixty (60) days after the
scheduled commencement date of the initial term of this Lease by reason of the
holding over of any prior Lessee or Lessees, incomplete construction, or for any
other reason, unless the same shall result from causes attributable to the
Lessee, there shall be an abatement of the rent to be paid hereunder for that
period of time, exceeding the 60 day period such abatement to begin with
Lessee's initial possession of Leased Premises and said abatement of rent shall
be the full extent of Lessor's liability to Lessee for any loss or damage to
Lessee on account of said delay in obtaining possession of the Leased Premises.
The amount of rent abatement will be based on the lower of the Base Rent
identified in this Lease or the amount of rent Lessee currently pays immediately
prior to the Date of Commencement of this Lease. If the Leased Premises have not
been tendered within ninety (90) days after the scheduled commencement date,
Lessee shall have the right to terminate this Lease after fifteen (15) days
written notice to the Lessor.
2. TERM OF LEASE. The initial term of this lease shall be for a period of 60
months,
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commencing on SEPTEMBER 1, 1998, and terminating on AUGUST 31.2003, unless
terminated sooner under the terms of this Lease. If Lessee's possession
commences on other than the first day of the month, Lessee shall occupy the
leased premises under the terms and provisions of this Lease and for the prorata
portion of said month rent shall be paid and the term of this Lease shall
commence on the first day of the month following that in which possession is
given.
Upon occupancy, Lessee will sign a statement reflecting the suite (s) occupied
and the date of occupancy (Exhibit "F").
3. RENT. The amount of Base Rent for the term of this Lease shall be in
accordance with the attached Exhibit "D", Paragraph A. Monthly installments are
due on the first day of each calendar month. If the commencement date of this
Lease shall fall on a day other than the first day of a calendar month, the rent
shall be apportioned on a per diem basis between the commencement date and the
first day of the following calendar month and such apportioned sum shall be paid
on such commencement date. If a check tendered by Lessee is returned for
insufficient funds, uncollected funds, or stopped payment, a $25.00 service
charge shall be added. In order to defray the additional expenses involved in
collecting and handling delinquent payments, Lessee shall pay on demand in
addition to any rent due hereunder, a late charge equal to the lesser of 10% of
the base monthly rent or one hundred fifty dollars ($150.00) when any
installment of rent is past due more than ten (10) days after the due date
thereof. Lessee acknowledges that this charge is made to compensate Lessor for
additional costs incurred by Lessor as a result of Lessee's failure to pay when
due and is not a payment for the extension of the rent due date. Failures of
Lessor to insist upon the payment of this late charge, isolated or repeated,
shall not be deemed a waiver of Lessor's right to collect any such charge for
any future delinquencies. In addition, one and one half percent (1-1/2%) per
month on the unpaid installment balance will be added for payments received more
than twenty (20) days after the due date thereof In no event shall Lessee be
charged more than 18% per annum, including all late and other charges.
Lessee shall pay as Additional Rent its pro rata share of any Operating Expenses
(as hereinafter defined) as shown in Exhibit "D", Paragraph C. Should said
Operating Expenses exceed the amount per square foot per annum, shown in Exhibit
"D", Paragraph C, Lessor shall deliver to Lessee each year, on or before March
31 (or within a reasonable time thereafter), a Statement setting forth the
amount of Operating Expenses paid or incurred by Lessor, directly or indirectly,
during the immediately preceding calendar year. The Statement shall delineate
Lessee's actual pro rata share of the demonstrated Operating Expenses for the
preceding calendar year. Within thirty (30) days after delivery of the
Statement, Lessee shall pay to Lessor as Additional Rent, Lessee's share of such
Operating Expenses not previously paid.
Commencing with the rental payment immediately following the receipt of the
Statement of Operating Expenses, Lessee shall remit as Additional Rent
one-twelfth (1/12) of Lessee's pro rata share of the anticipated Operating
Expenses for the following year which exceed those in Exhibit "D" in addition to
the scheduled Base Rent.
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The term Operating Expenses shall be deemed to include, BUT NOT BE LIMITED TO,
the following costs incurred in the normal operating, preventive and corrective
maintenance and repair of the office complex and any parking lot, garage,
landscaping and other common areas used in conjunction therewith, whether paid
to employees of Lessor or to independent suppliers or contractors engaged by
Lessor: Wages and salaries, taxes imposed in respect to wages and salaries,
fringe benefits, worker's compensation and general liability insurance with
respect to such salaries and wages, full costs of fees, expenses and charges
such as management fees, custodial services, grounds maintenance, security
guards, window cleaning, trash removal, elevator preventive and corrective
maintenance, air conditioning and heating maintenance, water treatment,
inspection and maintenance of pumps, pipes, and plumbing, costs of utilities
including electricity and gas consumed in the operating and maintenance of the
Project, water and sewer charges, pressure vessels, sprinkler systems,
electrical systems, water damage, breakdown or malfunction of any machinery and
systems, pest control services, building supplies, insurance premiums, real
estate taxes and any special assessments levied against the Project, all
supplies and taxes incurred in any one or more of the foregoing, and all other
costs of a general maintenance nature. The Operating Expenses shall not include
the cost of any repairs or replacements which by sound accounting practices
should be capitalized. In this connection the decision of Lessor's accountants
shall be final.
4. SECURITY DEPOSIT. Lessee, concurrently with the execution of this Lease,
shall be required to deposit with Lessor a security deposit as outlined in
Exhibit "D", Paragraph D., the receipt of which is hereby acknowledged, which
sum shall be retained by Lessor for the performance by Lessee of Lessee's
covenants and obligations under this Lease. It is expressly understood that such
deposit shall not be considered additional rent or a measure of Lessor's damages
in case of default by Lessee. Upon the event of any default by Lessee, Lessor
may, from time to time, without prejudice to any other remedy, use such deposit
to the extent necessary to make good any arrearage of rent, additional rent, and
any other damage, injury, expense or liability caused to Lessor by such event of
default. Following any such application of this deposit, Lessee shall pay to
Lessor on demand the amount so applied to restore this deposit to its original
amount. Lessor shall not be required to keep the security in a segregated
account and the security may be commingled with other funds of Lessor, and in no
event shall Lessee be entitled to any interest on the deposit. If Lessee is not
in default hereunder, any remaining balance of such deposit shall be returned by
Lessor to Lessee within thirty (30) days of the termination of this lease.
5. USE AND POSSESSION. The Lessor covenants with the Lessee for quiet enjoyment
and to observe and perform all the covenants and obligations of the Lessor
herein.
The Lessee covenants with the Lessor to pay rent and to observe and perform all
the covenants and obligations of the Lessee herein to include:
Not to use the leased premises for any purpose other than an office for the
conduct of the Lessee's business, which is MANAGEMENT OFFICE OF DRUG DEVELOPMENT
COMPANY.
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Not to commit, or permit, injury or damage to the Property to include any
leasehold improvements and any fixtures therein; any loading of the floors
thereof in excess of the maximum degree to loading as determined by the Lessor
acting reasonably; any nuisance therein or manner of use causing annoyance to
other tenants and occupants of the Property or to the Lessor.
Not to do, omit, or permit to be done upon the Property anything which would
cause the Lessor's cost of insurance to be increased or the costs of insurance
of another Lessee of the Property against perils as to which the Lessor or such
other Lessee has insured or which shall cause any policy of insurance on the
Property to be subject to cancellation.
To comply at its own expense with all governmental laws, regulations, and
requirements pertaining to the occupation and use of the leased premises.
To observe and perform, and to cause its employees, invitees and others over
whom the Lessee can reasonably be expected to exercise control to observe and
perform, the Rules and Regulations of the Lessor attached hereto as Exhibit E,
and additions as may hereafter be made by the Lessor, except that no change or
addition may be made that is inconsistent with this Lease.
At the expiration of the term of the Lease, the Lessee shall deliver up the
leased premises in good repair and condition, damages beyond the control of the
Lessee, reasonable use, ordinary wear and tear excepted.
6. WASTE, REPAIRS, AND ALTERATIONS. The Lessee shall not commit or suffer to be
committed any waste upon the leased premises or any public or private nuisance
or other act or thing which may disturb the quiet enjoyment of any other Lessee
in the building.
The Lessee shall maintain the leased premises and every part thereof in good
repair and condition. Lessee shall not make or suffer to be made any
alterations, additions, or improvements to or of the leased premises or any part
thereof, without the prior written consent of the Lessor - all alterations,
additions, or improvements must be coordinated through the Lessor (to include
additional electrical, computer, and phone lines). Any additions to or
alterations of the leased premises, except movable furniture and trade fixtures,
shall become part of the realty and belong to the Lessor; provided, however,
that the Lessor may at its option require the Lessee at the Lessee's expense to
remove any such alterations, additions, or improvements upon the expiration or
sooner termination of the term of this Lease and restore the leased premises to
the condition they were in at the date of the commencement of the term of this
Lease.
The Lessee agrees not to suffer or permit any lien of any mechanic or
materialman to be placed or filed against the leased premises. In case any such
lien shall be filed, Lessee shall immediately satisfy and release such lien of
record. If Lessee shall fail to have such lien immediately satisfied and
released of record, Lessor may, on behalf of Lessee, without being responsible
for making any investigation as to the validity thereof, pay the amount of said
lien and Lessee shall promptly
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Reimburse Lessor thereof.
The interest of the Lessor in the premises shall not be subject to liens for
improvements made by the Lessee.
7. SERVICES AND UTILITIES. The Lessor agrees to provide and maintain (a) heat
and air conditioning, Monday through Friday, during normal business hours (7:30
A.M. to 6:00 P.M.) and Saturday from 8:00 A.M. to 12:00 P.M., and at such other
times as Lessor in its sole discretion deems necessary for normal office
occupancy and for the and 4 occupants of the Project; (b) in common areas, cold
water for toilet and hot water for lavatory purposes only; (c) custodial
services at a level determined by the Lessor; (d) electricity for light and
ordinary office purposes; Lessee must turn off their lights and other equipment
when not in the building; (e) OFFICE TRASH removal services at the Project on a
regularly scheduled basis (note: restaurants will be directly responsible for
the payment of all trash and garbage removal services associated with their
operation); Lessee must remove trash other than normal office trash, to the
dumpster - such trash to include items like large empty boxes (which must be
broken down). Note: Trash generated from the initial move in to the facility
shall not be placed in the dumpster. Lessee must make arrangements to have this
trash otherwise removed.
Lessee agrees to exercise due care and prudence in the use of utilities at all
times, and to comply with all Federal, State and Local guidelines concerning
same. In the event Lessor incurs electrical costs resulting from Lessee's use of
the Leased Premises during periods other than normal business hours, Lessee
agrees to reimburse Lessor for that portion of the costs which are attributable
to the additional use. Lessor shall submit to Lessee a statement itemizing the
additional use and cost thereof, and Lessee shall pay such sums to Lessor with
the next due rental payment. Lessor in furnishing the foregoing services does
not contemplate occupancy involving extraordinary consumption or generation of
heat affecting temperatures otherwise normally maintained by the air
conditioning system.
If Lessee shall require water in the Leased Premises or electric current in
excess of that usually furnished or supplied to the Leased Premises when used as
general office space, including but without limitation thereto, electrical
heating or refrigeration equipment, electronic data processing machines, punch
card machines, machines or equipment using current in excess of 110 volts or
which will in any way increase the amount of water or electricity usually
furnished, Lessee will procure prior written approval from Lessor and make
arrangements to pay periodically for the additional direct expense of utilities
including HVAC during hours other than "normal business hours" as described
herein which will result in additional charges. Lessee agrees to reimburse
Lessor promptly following the rendering of a bill to Lessee for any such charges
incurred.
The Lessor will keep in good condition and reasonable state of repair those
portions of the property consisting of the entrance, lobby, stairways,
corridors, elevators, landscaped areas, parking areas, and other facilities from
time to time provided for use in common by the Lessees of the building. The
Lessor agrees to repair, so far as reasonably feasible, any defects in the
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standard walls, structural elements, exterior walls, ceilings, electrical and
mechanical installations, common plumbing and the like. The Lessor shall in no
event be required to make repairs to the leasehold improvements by the Lessee or
by the Lessor on behalf of the Lessee or another Lessee to make repairs on the
reasonable wear and tear within the leased premises.
The Lessee covenants with the Lessor to repair, maintain and keep at the
Lessee's own cost the improvements made by the Lessee or other property not
covered by the Lessor's obligation to repair. The Lessee agrees that the Lessor
shall have the right to enter the leased premises of the Lessee at all
reasonable times and place to make repairs and/or adjustments to the leased
premises.
Lessee is responsible for the normal replacement of light bulbs in overhead
fixtures - replacement bulbs must be of the type, wattage, and grade specified
by the Lessor.
The Lessee shall be entitled to the use of the passenger elevators for the
carrying of passengers to the various floors. Any USES of the elevators that
require the carrying of equipment, furniture, supplies and the like shall be
coordinated through the Lessor. Any damage done to the elevators, doorways,
building, etc. as a result these USES shall be repaired at the expense of the
Lessee.
8. NON-LIABILITY OF LESSOR. Lessee, as a material part of the consideration
under this Lease, hereby agrees to hold the Lessor harmless from any and all
damages from injury or damage to persons or property in the leased premises from
any cause except Lessor's negligence, arising at any time, and Lessee will hold
Lessor exempt and harmless for and on account of any injuries or damage to
persons or property arising from the use by the Lessee of the leased premises,
or arising from failure of Lessee to keep the leased premises in good condition
as herein provided. Lessor shall not be liable for ally loss of property by
theft 01. burglary from the leased premises or property. Lessee agrees to pay
for all damages to Lessees or occupants thereof caused by misuse or neglect of
said leased premises, its apparatus or appurtenances, by Lessee's servants,
employees, agents, visitors or licensees.
9. DAMAGE OR DESTRUCTION. If the building or leased premises shall be damaged as
a result of fault or neglect of Lessee or Lessee's servants, employees, agents,
visitors or licensees, Lessee shall pay for all damage, and there shall be no
abatement of rent. If the leased premises shall be partially damaged or made
inaccessible by fire, flood, windstorm, the elements or other cause without
neglect of Lessee or Lessee's servants, employees, agents, visitors or
licensees, the damage shall be repaired by and at the expense of the Lessor
within 90 days, and the rent shall be apportioned according to the portion of
the leased premises which is usable by Lessee until the leased premises arc so
repaired. In making such repairs, Lessor shall not be liable for delays which
may arise by reason of adjustment of insurance loss, strikes, labor difficulties
or by reason of their causes beyond Lessor's control.
If the building of which the leased premises are a part is substantially or
totally destroyed or the leased premises are rendered totally untenable by
reason of fire, flood, windstorm, the elements or
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other cause, the rent of the Lessee shall be abated during the period that the
premises is untenable. If Lessor shall decide not to rebuild the same, then and
in such event Lessor may within ninety (90) days after such damage give Lessee
notice of Lessor's intention to terminate the Lease. Lessee shall immediately
notify Lessor in case of any damage by fire, flood, windstorm, the elements or
other cause.
10. LESSOR'S RIGHT TO INSPECT AND ENTER. The Lessor shall have the right, at
reasonable times during the term of this lease, to enter the leased premises for
the purpose of examining or inspecting same and making such repairs or
alterations therein as the Lessor shall deem necessary. The Lessor may also at
anytime within twelve months immediately preceding the expiration of the
specified term of this Lease, show the leased premises to others for the purpose
of rental and may affix to suitable parts of the leased premises a notice of
Lessor's intention to lease the premises.
The Lessor will initially provide three (3) keys to the Leased premises. Any
additional keys to the Leased premises will be provided by the Lessor at the
Lessee's expense. Locks to the leased premises may not be changed without the
prior written approval of the Lessor. Any lock changes will be accomplished by
the Lessor at the Lessee's expense. The Lessor will at all times maintain master
keys to the leased premises.
11. ASSIGNMENT AND SUBLEASE. Lessee shall not mortgage or assign this Lease
Agreement or sublet the leased premises without the prior written consent of the
Lessor, which consent will not be unreasonably withheld. No assignment shall
relieve the Lessee of its obligations under this Lease Agreement.
12. BANKRUPTCY. If a decree or order by a Court having jurisdiction shall be
entered (a) adjudging Lessee bankrupt or insolvent, or (b) approving as properly
filed a petition seeking reorganization of Lessee under any bankruptcy or
insolvency law, or (c) for the winding up or liquidation of Lessee's affairs, or
(d) for the appointment of a receiver or liquidator or a trustee in bankruptcy
or insolvency of Lessee or any of the Lessee's property and such decree or order
shall continue undischarged or unstayed for thirty (30) days, or if Lessee shall
institute or consent to insolvency or bankruptcy proceeding by or against
Lessee, or file a petition, answer or consent seeking a reorganization under any
insolvency or bankruptcy law or consent to the appointment of a receiver or
liquidator or trustee in bankruptcy or insolvency of Lessee or Lessee's
property, or make assignment for the benefit of creditors, or admit in writing
Lessee's inability to pay debts generally as they become due, or take corporate
action in furtherance of any of the aforesaid purposes, then and in that event,
Lessor may, if Lessor so elects, with or without notice of entry or other
action, forthwith terminate this Lease and shall upon such termination be
entitled to reenter and take possession of the leased premises.
In addition to any other rights or remedies Lessor may have by any provision in
this Lease or by any statute or rule, or by law, or Bankruptcy Code, Lessor may
retain as liquidated damages any rent, security deposit or monies received by
Lessor from Lessee or others in behalf of Lessee.
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The Lessee agrees to make all elections and acceptance or rejection of this
Lease within ten (10) days of any filing of Bankruptcy.
13. INDEMNITY AND INSURANCE. Lessee will save Lessor harmless and indemnify
Lessor from and against any and all claims, actions, damages, liability and
expenses in connection with loss of life, personal injury or loss or damage of
whatever nature including property damage (1) caused by or resulting from,
wholly or in part, any act, omission or negligence of Lessee or anyone claiming
under Lessee, no matter where occurring, (2) arising out of the occupancy or use
by the Lessee of the demised premises or any part thereof. This indemnity and
hold harmless agreement shall include indemnity against all costs, expenses, and
liability incurred in connection with any such injury, loss or damage or any
such claim, or any proceeding brought thereon or the defense thereof.
Lessee will maintain a policy or policies of comprehensive general liability
insurance with respect to the leased premises, with a combined single limit of
not less than one million dollars ($1,000,000) on an occurrence basis with
respect to both bodily injury and property damage. Lessee will maintain Worker's
Compensation Insurance as required by the State of Florida and Employer's
Liability Coverage in an amount not less than $500,000. Policies must be
satisfactory to Lessor in all respects, and any policy shall name Lessor as an
additional insured. Lessee shall deliver to Lessor a Certificate of Insurance at
least fifteen (15) days prior to the commencement of the term of this Lease and
a renewal Certificate at least fifteen (15) days prior to the expiration of the
Certificate it renews. Certificates must provide for thirty (30) days notice to
Lessor in event of material change or cancellation. Lessee must also maintain
during the term of the Lease, broad form coverage on Lessee's personal business
property, improvements, and betterments in an amount and form acceptable to
Lessor.
14. DEFAULTS AND REMEDIES. The happening of any one or more of the following
listed events shall constitute a breach of this Lease Agreement on the part of
Lessee and shall result in a default of the Lease:
The failure of Lessee to pay any rent payable under this Lease Agreement on the
due date thereof.
The failure of Lessee to fully and properly perform any act required of it in
the performance of this Lease, or otherwise to comply with any term or provision
thereof.
The filing by or on behalf of Lessee of any petition of pleading to declare
lessee a bankrupt or the adjudication in bankruptcy of Lessee under any
bankruptcy law or act.
The appointment by any court or under any law of a receiver, trustee, or other
custodian of the property, assets, or business of Lessee.
The assignment by Lessee of all or any part of its property or assets for the
benefit of its creditors.
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The appointment by any court or under any law of a receiver, trustee, or other
custodian of the property, assets, or business of Lessee.
The assignment by Lessee of all or any part of its property or assets for the
benefit of its creditors.
The levy, execution, attachment or other of property, assets or of the leasehold
interest of Lessee by process of law or otherwise in satisfaction of any
judgment, debt or claim or the abandonment of the leased premises by the Lessee.
Failure of Lessee to maintain any insurance coverage as provided in this Lease.
Use of the leased premises by parties other than the Lessee.
Use of the leased premises for purposes other than that for which they were
originally intended.
Abandonment or vacated premises without the prior written consent of the Lessor.
REMEDIES: UPON THE OCCURRENCE OF ANY OF THE ABOVE LISTED EVENTS, LESSOR, IF IT
SHALL SO ELECT, MAY PROCEED WITH ANY OF THE FOLLOWING REMEDIES PROVIDED THAT
LESSEE IS GIVEN TEN (10) DAYS PRIOR WRITTEN NOTICE AND FAILS TO CURE ANY
DEFAULT:
Accelerate rents for the remainder of the term of this Lease.
Or, enter the leased premises in accordance with the legal process required by
the State of Florida and terminate Lessee's possession without being liable for
any prosecution thereof, and re-lease the premises to any person, firm, or
corporation, and upon such terms and conditions as Lessor may deem advisable, as
agent of Lessee or otherwise, for whatever rent it can obtain. Lessee shall
remain liable for the rent reserved herein, and all other obligations hereunder.
Lessor shall apply the proceeds of such re-leasing first to the payment of
expenses that Lessor may incur in the entering and re-leasing, and then to the
payment of the rent due by Lessee and the fulfillment of Lessee's covenants and
obligations hereunder. In the case of any deficiency, Lessee shall remain
liable. Lessee hereby waives service of any demand for payment of rent, or
notice to terminate or demand for possession of the leased premises, including
any and all other forms of demand and notice described by law.
ADDITIONAL CONSIDERATIONS:
As additional security for the performance of Lessee's obligations hereunder,
Lessee hereby pledges and assigns to Lessor, all the furniture, fixtures,
equipment, goods, inventory, stock and chattels of Lessee which are now or may
hereafter be brought or put in the leased premises excluding, however, Lessee's
patent rights, proprietary information, books, records, files, personal
computers, and other documents pertaining thereto, and further grants to Lessor,
a security interest therein under the Uniform Commercial Code, Upon
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and the remedies, rights, and privileges of Lessor in the case of default of
Lessee as set forth above shall not be exclusive and in addition thereto Lessor
may also exercise and enforce all its rights at law or equity which it may
otherwise have as a result of Lessee's default hereunder.
Lessor is herein specifically granted all of the rights of a secured creditor
under the Uniform Commercial Code with respect to the property in which Lessor
has been granted a security interest by Lessee.
15. EMINENT DOMAIN. If all or any part of the leased premises shall be taken or
condemned under power of Eminent Domain either before or during the term of this
Lease, then and in that event the term of this Lease shall cease and terminate
from the date which the possession of the part so taken shall be required, and
Lessee shall have no claim or interest in or to any award of damages for such
taking.
16. GOVERNING LAW. This Lease and the performance thereof shall be governed,
interpreted, construed and regulated by the laws of the State of Florida.
17. ATTORNEY'S FEES. The parties hereto agree that in the event either of the
parties are required to institute legal proceedings to enforce any of the terms,
covenants and conditions of this Lease, the prevailing party shall be entitled
to reimbursement from the other party for all legal expenses incurred, including
appellate fees as well as court costs incurred in connection therewith.
18. QUIET ENJOYMENT. The Lessor hereby covenants that the Lessee, paying the
rent and performing the covenants set forth herein, shall peaceably and quietly
hold and enjoy, throughout the term, the premises leased and such rights as the
Lessee may hold hereunder with respect to the remainder of the property.
19. SUBORDINATION. This Lease is and shall be subject and subordinate to any
mortgage, deed of trust or other lien created by Lessor, whether presently
existing or hereafter arising, upon the premises or upon the building, and to
any renewals, refinancing and extensions thereof, but Lessee agrees that any
such mortgagee shall have the right at any time to subordinate such mortgage,
deed of trust or other lien to this Lease on such terms and subject to such
conditions as such mortgagee may deem appropriate in its discretion. Lessee
agrees that it will from time to time, upon request by Lessor, execute and
deliver to such persons as Lessor shall request a statement in recordable form
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as so
modified), stating the dates to which rent and other charges payable under this
Lease have been paid, stating that Lessor is not in default hereunder (or if
Lessee alleges a default stating the nature of such alleged default) and further
stating such other matters as Lessor or its mortgagee shall reasonably require.
20. NOTICES. All notices shall be in writing to the address of record of the
parties (Lessor and Lessee) as indicated on the last page of the Lease, and
shall be given by depositing the same in the United States mail, postpaid and
certified and addressed to the party to be notified, with return
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receipt requested, or by delivering the same in person to an officer of such
party with receipt acknowledged by said officer.
21. COMMISSIONS. Lessee warrants that it has had no dealings with any real
estate agents or brokers in connection with the negotiations of this Lease
except as listed below, and that it knows of no other real estate broker or
agent who is or might be entitled to a commission in connection with this Lease,
and Lessee agrees to indemnify and hold harmless from arid against any and all
claims for any such commissions, except as follows: N/A.
22. SIGNS. The building's standard interior signage identifying Lessee's offices
shall be provided by Lessor, at Lessee's expense. No other signage visible from
outside the premises shall be used by or placed upon the premises or the
building by Lessee without the Lessor's prior written approval. If the Lessor
approves the use of exterior signage by the Lessee, the Lessee will be
responsible for signage installation, maintenance, cost of electricity, and any
damage occurring to the building if the signage is removed for any reason.
23. PARKING. Lessor shall provide parking space for the use of the Lessee, its
officers, employees, agents, and invitees. The Lessor maintains the right to
limit the Lessee's number of parking spaces to four (4) parking spaces per one
thousand usable square feet of leased office space. The actual number of parking
spaces provided will be determined by rounding (based on the amount of leased
space to the closest number of parking spaces). For example, if the Lessee
leases 750 square feet, the Lessee will have three (3) parking spaces (750/1,000
= .75 x 4 = 3 parking spaces); if the Lessee leases 1,400 square feet, the
Lessee will have six (6) parking spaces (1,400/1,000 = 1.4 x 4 = 5.6 or 6
parking spaces). The Lessor maintains the right to assign parking spaces if it
so desires.
24. NOTICE OR TERMINATION NOT REQUIRED. Notwithstanding any provision of law or
any judicial decision to the contrary, no notice shall be required to terminate
the term of this Lease Agreement, or extension thereof, on the date herein
specified, and the term hereof shall expire on the date herein provided without
notice being required from either party.
25. RADON GAS. Radon gas is a naturally occurring radioactive gas that, when it
is accumulated in a building in sufficient quantities, may present health risks
to persons who are exposed to it over time. Levels of radon that exceed Federal
and State guidelines have been found in buildings in Florida. Additional
information regarding radon may be obtained from your County public health unit.
26. HAZARDOUS MATERIALS. Lessee shall not cause or permit the escape, disposal
or release of any biologically or chemically active or other hazardous
substances or materials. Lessee shall not allow the storage or use of such
substances or materials in any manner not sanctioned by law or by the highest
standards prevailing in the industry for the storage and use of such substances
or materials, nor allow to be brought into the premises any such materials or
substances except to use in the ordinary course of Lessee's business, and then
only after written notice is given to
11
<PAGE>
Lessor of the identity of such substances or materials.
27. AMERICANS WITH DISABILITIES ACT. Lessor and Lessee hereby recognize
respective obligations under the Americans With Disabilities Act of 1990, as
amended, hereafter called ADA. Lessor shall be responsible and pay for
reasonable compliance under ADA in the common areas of the premises. Lessee
shall be responsible and pay for compliance in the premises Leased hereunder and
shall comply with the ADA in a manner required by the ADA for the transaction of
Lessee's business.
28. SEVERABILITY. If any term or provision of this Lease, or the application
thereof to any person or circumstance shall, to any extent, be determined to be
invalid by law or unenforceable, the remainder of this Lease, or the application
of such term or provision to persons or circumstances other than those to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Lease shall be valid and enforced to the fullest
extent permitted by law.
29. AMENDMENTS. This Lease Agreement may be amended by mutual agreement between
the Lessor and Lessee. Any amendment will be in writing and signed by both
parties.
30. HOLDOVER. Should the Lessee hold possession thereunder after the expiration
of the term of this Lease, with Lessor's acquiescence and without any express
Agreement of parties, Lessee shall become a Lessee on a month to month basis
upon all of the same terms, covenants and conditions herein specified except,
however, that Lessee shall pay Lessor a monthly rental equal to twice the rental
in effect at the time of the holdover. Possession may be terminated by ten (10)
days written notice from Lessor and Lessee expressly waives any right to
additional notice of termination.
31. SUCCESSORS AND ASSIGNS. This Agreement is binding upon the Lessee, such
person's heirs, personal representatives, successors and assigns, each of whom
have the same obligations, liabilities, rights and privileges as it would have
possessed had it originally executed this Lease as the Lessee; provided that no
such right or privilege shall inure to the benefit of any assignee of the
Lessee, immediate or remote, unless the assignment to such assignee is made in
accordance with the provisions of paragraph 12 of this Agreement.
32. MISCELLANEOUS: It is agreed between the parties that neither Lessor nor
Lessee nor any of their agents have made any statement, promises, or agreements
verbally or in writing in conflict with the terms of this Lease. Any and all
representations by either of the parties or their agents made during
negotiations prior to the execution of this Lease and which representations are
not contained in the provisions hereof shall not be binding upon either of the
parties hereto. It is further agreed that this Lease contains the entire
agreement between the parties, and no rights are to be conferred upon either
party until this Lease has been executed by Lessee and Lessor. It is also agreed
between the parties that all discussions and information provided to the Lessee
concerning the Veranda Project which were made prior to the signing of this
Lease were for illustrative
12
<PAGE>
purposes only, and unless specifically incorporated into this Lease, are subject
to change by the Lessor.
If the space described herein contains less than 2,000 square feet, Lessor
reserves the right on sixty (60) days' notice to remove Lessee to other
similarly improved space in the Project under the terms of this Lease except the
Base Rent and Additional Rent will be adjusted for variation in the square
footage of the new Leased Premises. Lessor agrees to make reasonable efforts to
accommodate Lessee's request regarding the location and size of said relocated
premises. If Lessor and Lessee do not agree in writing within ten (10) days of
Lessor's notice upon the terms and conditions of the relocation, then this Lease
shall become null and void and of no further effect, sixty (60) days from the
date of Lessor's notice. Lessor agrees to pay or credit expenses not exceeding
the amount of Lessee's base rent for two (2) months for moving Lessee to the new
space agreed upon, subject to the adjustment by Lessee's authentication of
Lessee's actual relocation expense.
33. ENTIRE AGREEMENT. This Lease contains the entire Agreement relating to
leased premises between the parties.
13
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
Witnesses As To Lessor: Talon Properties
5000 Sawgrass Village Circle
/s/ DAWN SOLFA Ponte Vedra Beach, Florida 32082
- -------------------------------
Dawn Solfa
- -------------------------------
(Print Name)
By: /s/
--------------------------------
/s/ DANIEL A. NOSFOE
- -------------------------------
Daniel A. Nosfoe
- -------------------------------
Witnesses As To Lessee: Lessee: SunPharm Corporation
/s/ CECILIA BRYAN By: /s/ STEPHEN BORG
- ------------------------------- -------------------------------
Cecilia Bryan Stephen Borg
- -------------------------------
(Print Name) Its: President
-------------------------------
/s/ PAUL M. HERRON
- -------------------------------
Paul M. Herron Address:
- ------------------------------- 4651 SALISBURY RD #205
(Print Name) VP and CFO -----------------------------------
JACKSONVILLE, FL 32246
-----------------------------------
-----------------------------------
14
<PAGE>
EXHIBIT "A"
SITEPLAN
[GRAPHIC MAP OMITTED]
15
<PAGE>
EXHIBIT "B"
SUITE LOCATION AND SUITE BUILDOUT
(INDICATED IN HIGHLIGHTED AREA)
[GRAPHIC MAP OMITTED]
16
<PAGE>
EXHIBIT "C"
STANDARD BUILD OUT OF LEASED PREMISES
The following items are included in the standard build out of the leased
premises (unless stated otherwise in another attachment to the Lease).
Deviations from the standard build out must be approved by the Lessor.
A. SHELL BUILDING IMPROVEMENTS.
Lessor, at its expense, shall make the following improvements to the Leased
Premises:
1. Sprinkler System - Building is fully sprinklered per code with main
distributions lines installed.
2. Heating, Ventilation and Air Conditioning - System consists of roof top
units, main distribution ducts and return ducts to provide cooling,
dehumidification, ventilation and heating during Building Standard hours of
operation. The HVAC system will be controlled and monitored by an energy
management system.
3. Electrical - Building Standard electrical distribution system is provided to
common electrical room for further sub-distribution (lighting and power).
Panel spaces in the electrical closet will be allotted on the basis of square
footage.
B. TENANT IMPROVEMENT ITEMS.
In addition to the Shell improvements, Lessor shall provide Lessee with the
following Tenant improvement items.
1. Demising Partitions - One hour fire rated partitions to deck, consisting of
5/8" sheetrock on both sides of 2-1/2" metal studs with 2" sound insulation
batt. Partitions are taped, floated and ready to receive paint.
2. Interior Partitions - Building standard partitions to ceiling, consisting of
5/8" sheetrock on both sides of 2-1/2" metal studs, taped, floated and
painted. Seventy five (75) linear feet per 1,000 square feet.
3. Suite Entry Door and Hardware - 8'0" X 3'0", eight light, solid core door
with metal frame closer. Doors are double doors off lobby areas and single
eight light doors off main building hallways. Hardware is a medium duty level
style lockset provided in building standard finish. One (1) unit each per
Lessee suite.
4. Interior Doors and Hardware - 7'0" x 3'0", solid core veneer door stained
with painted metal
17
<PAGE>
frame. Hardware is a medium duty lever style latchset provided in building
standard finish. Includes one door bumper per door. One (1) unit per 400 square
feet
5. Painting - Two coats of flat latex paint selected from building standard
colors. Maximum of two colors per Lessee suite as required for building
standard partitions.
6. Light Fixtures - One (1) 3 tube T8 fixture with 18 cell parabolic lens and a
white reflector will be provided for (approximately) each 90 square feet of
office space.
7. Light Switches - 20 amp single pole toggle switch, mounted in wall. One (1)
switch per 350 square feet or as code requires.
8. Electrical receptacles - one (1) standard duplex receptacle per 150 square
feet of office space.
9. Telephone Outlets - Wall telephone outlet stubbed above ceiling with pull
string. One (1) outlet per 200 square feet.
10. Baseboard - 1/8" (thickness), 2 1/2 "(height) vinyl in areas receiving VCT;
areas receiving carpet shall have the carpet wrap up the wall in place of
the base.
11. Carpet - 30 oz. cut pile, plush, solution dyed, glue down. Building standard
carpeting in one style and one color throughout the Leased premises. Floor
slab to be finished to standard industry tolerance and suitable for
installation of floor covering.
12. Ceiling Type - 2x2 fire rated, tegular style ceiling tiles installed in a
white painted aluminum grid.
13. HVAC: Tenant areas are divided into zones, each served by variable air
volume unit including supply diffusers and associated fixtures. Heating will
be supplied by utilizing fan-powered boxes with electric heating elements
located in exterior zones and below roof areas. Each zoned system is
digitally controlled so that perimeter and interior zones are not
intermingled. Each zone will be approximately 1,000 square feet and designed
with the orientation to the sunload. One thermostat per VAV or terminal
unit.
14. Exit lighting, emergency lighting, and fire and safety equipment required by
applicable codes.
Any improvements not listed on this Standard Build Out of Leased Premises are
considered to be upgrades. There will be an additional charge for these items.
50% of the agreed upon additional charge will be deposited with the Lessor prior
to the initiation of the work and the remaining 50% will be due prior to the
Lessee occupying the leased space.
18
<PAGE>
EXHIBIT "D"
BASE RENT AND ADDITIONAL RENT
<TABLE>
<CAPTION>
A. The monthly Base Rent payable in advance on the first day of each month
during the term hereof is:
RENTAL PERIOD MONTHLY BASE RENT* ADDITIONAL RENT (see C.) SALES TAX ** TOTAL
- ------------- ------------------ ------------------------ ------------ -----
<S> <C> <C> <C> <C>
September 1, 1998 - $6,455.82 $2,294.25 $525.00 $9,275.07
August 31, 2003
</TABLE>
*Increase on Monthly Base Rent is 2% per year (1,lus sales tax) for the entire
term of the lease.
**NOTE: THE AMOUNT OF SALES TAX LISTED, ABOVE, IS BASED ON THE CURRENT RATE FOR
THE STATE OF FLORIDA, ST. JOHNS COUNTY. THIS AMOUNT WILL BE ADJUSTED IF THE RATE
IS CHANGED BY GOVERNMENTAL AUTHORITY, FOR ANY REASON.
Any other excise tax hereafter imposed by statute, ordinance, or enactment of
the Federal Government, State of Florida, or any local governmental unit shall
be paid by the Lessee, monthly or annually as required, as Additional Rent.
Lessee is entitled to three (3) months of free base rent in addition to any
rental abatement which may be owed in accordance with Paragraph 3 of Section 1.
B. The building's square footage is 55,955 square feet of which 4,788 square
feet is to be occupied by Lessee. Lessee's "proportionate share" for purposes of
the foregoing Lease is 8.55 Percent.
C. Lessee shall pay as Additional Rent its pro rata share of any Operating
Expenses in excess of an amount above $5.75 per square foot per annum as defined
in Article 3 of the Lease. The initial amount of Additional Rent is $27,531.00
("plus sales tax) per annum, as stated in "A" above.
D. The Security Deposit required by Article 4 of the Lease is $9,275.07.
E. Lessor shall construct improvements to Lessee's Leased Premises in accordance
with Exhibit "C", Standard Build Out of Leased Premises.
F. Any upgrades to the Standard Build out must be paid for by Lessee as
indicated in Exhibit "C". The following items, if any, are considered to be
upgrades to the Leased Premises:
Kitchenette includes 4 feet of cabinets, plywood construction, Nevermar
laminate, SS sink with ADA compliant faucet. Installed with 4" drawer, flush
doors with concealed hinges.
19
<PAGE>
EXHIBIT "E"
RULES AND REGULATIONS
1. The sidewalks, entrances, passages, elevators, stairways, corridors, and
halls in or about the building shall not be obstructed by Lessee or used for any
other purpose other than for ingress and egress to and from the leased premises.
The Lessee will not place or allow to be placed in the building corridors,
public stairways, or outside the building any waste, garbage, paper, refuse or
anything whatsoever.
2. The washroom plumbing fixtures and other water apparatus shall not be used
for any purpose other than for which they were constructed, and no sweepings,
rubbish, rags, ashes or other substances shall be thrown therein. The extent of
any damage resulting from misuse by the Lessee shall be borne by the Lessee.
3. No smoking will be allowed in the building. Designated smoking areas will be
maintained outside the building.
4. No dangerous or explosive materials will be kept in the leased premises.
5. No animals or pets, bicycles, skateboards, or similar type vehicles shall be
permitted to be in the building or kept in or about the premises.
6. Lessee agrees that its use of electrical current shall never exceed the
capacity of existing feeders, risers, or wiring installation in the Leased
premises. Any additional wiring requests shall be directed to the Lessor for
approval. If approved, all work will be coordinated through the Lessor and at
Lessee's expense. This will include the installation of any additional
telephone, computer, or other communications lines.
7. The Lessee shall not place or cause to be placed any additional locks upon
any doors (or the changing of locks on any doors) of the leased premises without
the approval of the Lessor and subject to any conditions imposed by the Lessor.
Additional keys may be obtained from the Lessor at the cost of the Lessee. All
keys must be returned to the Lessor at the termination of the lease.
8. The Lessee shall not bring in or take out, position, construct, install or
move any safe, business machine or other heavy office equipment without first
obtaining the prior written consent of the Lessor. In giving such consent, the
Lessor shall have the right in its sole discretion, to prescribe the weight
permitted an the position thereof, and the use and design of planks, skids, or
platforms to distribute the weight thereof. All damage done to the building by
moving or using such heavy equipment or other office equipment or furniture
shall be repaired at the expense of the Lessee. The moving of all heavy
equipment or other office equipment or furniture shall occur
20
<PAGE>
only at times consented to by the Lessor and the persons employed to move the
same in and out of the building must be acceptable to the Lessor. No freight or
bulky material of any description will be received into the building or carried
in the elevators except during hours approved by the Lessor.
9. Except with the prior written consent of the Lessor, no Lessee shall use or
engage any person or persons other than the janitor(s) or janitorial contractor
of the Lessor for the purpose of any cleaning of the leased premises.
10. The Lessee shall give the Lessor prompt notice of any accident to or any
defect in the plumbing, heating, air conditioning, ventilating, mechanical or
electrical apparatus, or any other part of the building.
11. Lessor reserves the right at all times to exclude newsboys, loiterers;
vendors, solicitors; and peddlers from the building and to require registration,
satisfactory identification, and credentials from all persons seeking access to
any part of the building. Lessor shall exercise its best judgment in executing
such control, but shall not be held liable for granting or refusing such access.
12. Lessee assumes full responsibility for protecting the leased premises from
theft, robbery, and pilferage. Except during normal business hours, Lessee shall
keep all doors to the leased premises locked and other means of entry to the
premises closed and secured, and be liable to any loss caused by negligence
thereto.
13. Lessee and occupants shall observe and obey all parking and traffic
regulations imposed by Lessor on the premises. Lessor in all cases reserves the
right to designate "no parking" zones, traffic right of ways, and general
parking area procedures. Failure of Lessee to comply with parking regulations
will constitute a violation of the lease. Lessor may institute such measures for
proper parking as are necessitated by conditions existing at a particular time;
included but not limited to towing, impounding, and/or tagging of improperly
parked vehicles. Lessor shall not be responsible for damage to or theft of any
car, its accessories or contents whether the same be the result of negligence or
otherwise.
14. Lessee shall not create or maintain a nuisance in the premises nor make or
permit any noise or odor or use or operate any electrical or electronic devices
that emit loud sounds, air waves, or odors, that are objectionable to other
occupants of this or any adjoining building or premises; nor shall the premises
be used for lodging or sleeping nor for any immoral or illegal purpose that will
damage the premises or inure the reputation of the building. No vending machines
will be installed, permitted, or used on any part of the premises.
15. Lessee shall not in any manner deface or damage the building.
16. Lessee shall not waste electricity, water, or air conditioning, and shall
cooperate fully with
21
<PAGE>
Lessor to assure the most effective operation of the building's heating and air
conditioning Systems.
17. Window coverings other than building standard will not be permitted.
18. Lessee shall not use the name of the building for any purpose other than
that of the business address of Lessee, and shall not use any picture or
likeness of the building in any circulars, notices, advertisements or
correspondence, without the Lessor's prior written approval.
19. The Lessor shall have the right to evacuate and/or close the building, in
whole or in part, in the event of fire, flood, storm conditions, riot or
insurrection or other major cause by giving appropriate notice to Lessee of the
evacuation or closing either in writing or verbally if, in Lessor's judgment,
the conditions and/or situation so warrant.
20. Lessor reserves the right to make such further reasonable Rules and
Regulations as in its judgment may from time to time be necessary for the
safety, care, and cleanliness of the premises and for the preservation of good
order therein. Any additional Rules and Regulations promulgated by Lessor shall
be binding upon the parties hereto with the same force and effect as if they had
been inserted herein at the time of execution hereof.
21. The building will be secured after normal business operating hours. Access
will be limited to the occupants of the building who are issued individual
access codes by the Lessor.
22. Nothing shall be visible from the exterior of the building or the Lessee
entrance that is considered objectionable to other building occupants, the
Lessor, or tenants in other nearby buildings.
23. If Lessor incurs any costs in enforcing these Rules and Regulations, the
Lessee will be responsible for the costs incurred by the Lessor. Such costs may
be deducted from the amount of the Lessee's security deposit.
24. Lessee must correct any situation which is in violation of these Rules and
Regulations within twenty four (24) hours of notice by Lessor.
25. Pest control and trash and garbage removal services for restaurants will be
provided at the restaurant's expense and are not part of the services included
in the rent amount. The Lessor must approve the level of services provided.
Lessee shall be responsible for the observance of all of the foregoing Rules and
Regulations by Lessee's employees, agents, clients, customers, invitees, and
guests. Lessor shall not be responsible for any violation of the foregoing Rules
and Regulations by other Lessees of the building and shall have no obligation to
enforce the same against other Lessees.
22
<PAGE>
EXHIBIT "F"
STATEMENT OF OCCUPANCY
Under the terms of this Lease Agreement between Talon Properties and
(THE PARTIES) at Building "________" of the Veranda Project, the commencement
date of the Lease is effective as of the date of occupancy. Accordingly, the
parties are in agreement to the following information:
Lessee:
-------------------------------
Suite(s) Occupied:
--------------------
Date Occupied:
------------------------
AGREED:
- ------------------------------- -------------------------------
Signature of Lessee Signature of Lessor
- ------------------------------- -------------------------------
Date Signed Date Signed
23
EXHIBIT 11.1
SunPharm Corporation
CALCULATION OF WEIGHTED AVERAGE SHARES OUTSTANDING
AND NET LOSS PER SHARE
For nine months ended September 30,1998:
DAYS
TOTAL SHARES OUTSTANDING
------------------- -----------------------
5,737,828 x 7 = 40,164,796
5,745,618 x 56 = 321,754,608
5,748,618 x 15 = 86,229,270
5,758,901 x 13 = 74,865,713
5,760,330 x 22 = 126,727,260
5,767,830 x 160 = 922,852,800
----------------------- ----------------
273 1,572,594,447
Weighted Average Shares = 1,572,594,447 / 273 = 5,760,419
Net Loss Per Share = $ (3,006,051) / 5,760,419 $ (0.52)
For nine months ended September 30,1997:
DAYS
TOTAL SHARES OUTSTANDING
------------------- -----------------------
3,708,879 x 87 = 322,672,473
5,537,165 x 4 = 22,148,660
5,607,471 x 76 = 426,167,796
5,672,471 x 44 = 249,588,724
5,732,471 x 62 = 355,413,202
----------------------- ----------------
273 1,375,990,855
Weighted Average Shares = 1,375,990,855 / 273 = 5,040,260
Net Loss Per Share = $ (2,886,762) / 5,040,260 $ (0.57)
For three months ended September 30,1998:
DAYS
TOTAL SHARES OUTSTANDING
------------------- -----------------------
5,767,830 x 92 = 530,640,360
Weighted Average Shares = 530,640,360 / 92 = 5,767,830
Net Loss Per Share = $ (918,071) / 5,767,830 $ (0.16)
For three months ended September 30,1997:
DAYS
TOTAL SHARES OUTSTANDING
------------------- -----------------------
5,672,471 x 31 = 175,846,601
5,732,471 x 61 = 349,680,731
----------------------- ----------------
92 525,527,332
Weighted Average Shares = 525,527,332 / 92 = 5,712,254
Net Loss Per Share = $ (1,019,643)/ 5,712,254 $ (0.18)
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000884888
<NAME> SunPharm Corporation
<MULTIPLIER> 1
<CURRENCY> USD
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<EXCHANGE-RATE> 1
<CASH> 848,933
<SECURITIES> 497,354
<RECEIVABLES> 5,648
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,406,556
<PP&E> 65,720
<DEPRECIATION> 15,877
<TOTAL-ASSETS> 1,611,010
<CURRENT-LIABILITIES> 414,758
<BONDS> 0
0
0
<COMMON> 577
<OTHER-SE> 1,195,675
<TOTAL-LIABILITY-AND-EQUITY> 1,611,010
<SALES> 0
<TOTAL-REVENUES> 132,695
<CGS> 0
<TOTAL-COSTS> 1,050,766
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (918,071)
<INCOME-TAX> 0
<INCOME-CONTINUING> (918,071)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (918,071)
<EPS-PRIMARY> (0.16)
<EPS-DILUTED> 0
</TABLE>
