Exhibit 10.14
Amendment No. 1 to Service Agreement
This Amendment No. 1 to Service Agreement (“the “Amendment”) is made and entered into effective as of March 21, 2022 (the “Amendment Effective Date”) by and between InCube Labs, LLC, a Delaware limited liability company (“InCube”), and Rani Therapeutics, LLC, a California limited liability company (“Rani”), each a “Party” and collectively the “Parties.”
WHEREAS, the Parties entered into a Service Agreement effective as of January 1, 2021 (the “Service Agreement”) for the purpose of providing and/or receiving certain services between the Parties; and
WHEREAS, the Parties desire to amend the Service Agreement to address the provision and/or receipt of certain occupancy services;
NOW, THEREFORE, in consideration of the mutual promises contained herein, and intending to be bound hereby, the Parties agree as follows:
“1.1 Provider may allow Recipient and/or its affiliates to occupy a portion of one or more of Provider’s facilities (“Occupancy Services”). Herein, the portion of each facility agreed upon with respect to Occupancy Services is referred to as the “Premises”, the portion of each Premises which will be exclusive to Recipient or its affiliates is referred to as the “Exclusive Portion”, and the portion of the Premises which will be shared with Provider or its affiliates or other tenants is referred to as the “Shared Portion”. The following subsections in this Section
1.1 shall apply to each Premises for which Occupancy Services are provided.
Recipient agrees at all times during the Term, at its own expense, to maintain (including repairing) any item installed or provided for the exclusive use or benefit of Recipient, including as applicable and without limitation any equipment, backup generator, HVAC system, special flooring, fiber and other cabling, phone equipment, and data equipment, to the extent Provider is obligated to do so under its lease for the Premises.
“1.2 With respect to each Premises, if specified in the Appendix applicable to such Premises, the Parties shall share certain costs paid by the Parties for the operation of the Premises (“Shared Costs”) as set forth herein for the period that Recipient utilizes the Occupancy Services at the Premises.
1.1.1 Third-party services. Shared Costs will include sums expended for continuing third party services such as (without limitation): security services; janitorial services; and landscape maintenance services.
1.1.2 Office supplies. Shared Costs will include sums expended for office supplies including (without limitation): writing utensils; writing paper and books; printing and copying paper; printer toner and ink; kitchen supplies; restroom supplies; and decorations (including seasonal).
1.1.3 Shared Costs shall not include costs specific to one Party’s business operations, which costs shall be borne solely by that Party.
“- Either Rani or InCube may provide to the other Administrative Services, Personnel Services and/or Special Services upon request and subject to availability of resources.
- For any such Services performed by Provider, Provider can invoice the Recipient for services performed based on a formula: Invoiced Amount = Actual Hours x Hourly Billing Rate based on a formula; or based on an agreed percentage of full-time equivalent (FTE) time.
– For any such Services performed by a Subcontractor of Provider, Provider can invoice Recipient the amount paid to the Subcontractor, without markup.
- For any Out-of-Pocket Costs related to the performance of any such Services, Provider can invoice Recipient the amount of such Out-of-Pocket Costs, without markup.”
“9.3 Recipient (as tenant) will indemnify and hold Provider (as landlord) harmless from any Losses incurred or suffered by Provider arising from the bringing, allowing, using, permitting, generating, creating, emitting or disposing of toxic materials if by Recipient or its invitees or agents during the Term even if discovered after the Term. Recipient’s indemnification and hold harmless obligations include, without limitation, Losses (i) resulting from or based upon administrative, judicial (civil or criminal), or other action, legal or equitable, brought by any private or public person under common law or any federal, state, county or municipal law, ordinance or regulation, and (ii) pertaining to the cleanup or containment of toxic materials, the identification of the pollutants in toxic materials, the identification of the scope of any environmental contamination, the removal of pollutants from soils, riverbeds or aquifers, the provision of an alternative public drinking water source, or the long term monitoring of ground water and surface waters. Recipient will comply, at its sole cost, with all laws pertaining to such toxic materials. Recipient’s hold harmless and indemnity obligations hereunder will survive the expiration or termination of this Agreement.”
“11.2.2 The term of Occupancy Services for each Premises shall be as set forth in the applicable Appendix to Exhibit A for such Premises, and any termination of this Agreement shall not terminate Occupancy Services for a Premises unless termination of this Agreement is for uncured Event of Default regarding Occupancy Services at such Premises, in accordance with Section 11.4.3; otherwise, Occupancy Services shall survive termination of this Agreement until the expiration of the term for the applicable Premises and the terms of this Agreement shall continue to apply thereto during such period. Recipient may terminate any of the other services, but not all services, upon sixty (60) days’ notice to Provider prior to any performance of that service; Recipient will reimburse Provider for actual non-recoverable costs arising prior to termination of that service, which costs arose when, and to the extent that, Provider reasonably obtained or contracted in advance for personnel, resources, supplies, and/or materials reasonably needed to perform that terminated service.”
[signature page immediately follows]
IN WITNESS WHEREOF, each Party hereto has caused this Amendment to be signed by its duly authorized representative.
InCube Labs, LLC |
| Rani Therapeutics, LLC | ||
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By: | /s/ Mir Imran |
| By: | /s/ Svai Sanford |
Name: | Mir Imran |
| Name: | Svai Sanford |
Title: | Chairman and CEO |
| Title: | Chief Financial Officer |
Appendix 1 to Exhibit A – Occupancy Services for 518 Sycamore Dr.
Appendix 2 to Exhibit A – Occupancy Services for 12500 Network Blvd