Lease
HYDROMER, Inc. to BIOSEARCH MEDICAL PRODUCTS, Inc.
Premises-00 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxxx, XX
36 Months
Lease
HYDROMER, Inc. to BIOSEARCH MEDICAL PRODUCTS, Inc.
Premises-00 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxxx, XX
36 Months
THIS LEASE is made as of the ______ day of __________, 1998, between
Hydromer, Inc. (hereinafter referred to as "Landlord") and Biosearch Medical
Products, Inc. (hereinafter referred to as "Tenant").
SECTION 1
DEMISE AND BASIC RENT
Landlord hereby rents to Tenant and Tenant hereby rents from Landlord,
approx. 16,500 sq. ft. in the east side of the building, commonly known as 00
Xxxxxxxxxx Xxxxxxx, Xxxxxxxxxx, XX, the east side being identified as Schedule A
attached hereto, (hereinafter referred to as the "Premises"), in its "As Is"
condition, for the term of beginning on the day of that the real estate
containing the premises is conveyed by Tenant to Landlord and ending on 36
months later, at seven Dollars ($7.00) per sq. ft. per year, the amount of three
hundred and forty six thousand five hundred dollars ($346,500) ("Prepaid Rent")
being acknowledged as received by Landlord from Tenant as part of the sale of
the real estate in which the Premises is part and parcel therein to be utilized
by Tenant at the rate of $9,625 per month (herein the "Basic Rent").
SECTION 2
ADDITIONAL RENT, TAXES, ASSESSMENTS, ETC.
If the premises is separately metered for utilities, Tenant will pay such bills
else Tenant will pay 65% of all utility bills for the entire building. All other
costs of operation (such as but not limited to taxes, building insurance,
grounds upkeep, snow removal and other like costs) are to be shared equally
("Additional rent").
SECTION 3
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AFFIRMATIVE COVENANTS OF TENANT
Tenant, jointly and severally if more than one, hereby covenants with
Landlord as follows:
(A) to pay any Additional Rent within Ten (10) days of date of invoice
therefor;
(B) to keep the Premises in good order; and
(C) to surrender the peaceful and quiet possession of the Premises at the
end of the term or any shorter period, broom clean and in as good condition
as when received (normal wear and tear and damage from insured events
excepted).
SECTION 3A
ADDITIONAL TERMS
1. Landlord shall pay for the cost of construction of interior demising walls
which shall be finished on both sides together with the doors to be located
therein. All other interior modifications shall be the responsibility of the
Tenant.
2. Landlord will reimburse Tenant for any electricity or utilities used by
Landlord on Tenant's meters.
3. Landlord will grant Tenant access to the loading dock to load trucks.
4. Landlord recognizes there is a security system covering the entire premises
and Tenant will disconnect the sensors in the non-leasehold from the system.
5. Tenant has the right to park up to 3 trailers and 2 refuse containers in the
rear parking lot for storage, provided no municipal ordinances are
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violated. At the end of the lease these trailers and containers shall promptly
removed.
SECTION 4
NEGATIVE COVENANTS OF TENANT
Tenant hereby covenants that Tenant will not do, suffer or permit any of
the following:
(A) anything to be done in or about the Premises which will contravene any
policy of insurance against loss by fire;
(B) violate the Certificate of Occupancy for the Premises or use, or permit
to be used, the Premises for the purposes other than those allowed by the
zoning ordinances of the Township of Branchburg;
SECTION 5
QUIET ENJOYMENT
The Landlord covenants that he shall do nothing to affect the Tenant's
right to peaceably and quietly have, hold and enjoy the Premises for the term
herein mentioned, subject to the provisions of this Lease and to any mortgage or
deed of trust to which this Lease shall be subordinate.
SECTION 6
ALTERATIONS
Tenant shall not make any alteration or additions to the Premises without
the prior written consent of Landlord. Any alterations, additions or repairs the
Tenant shall be permitted to make shall be done at Tenant's own expense.
Landlord shall make all alteration to secure the Premises from the other
parts of the building, including installing separate meters to insure
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Tenant does not pay for any part of the non-leasehold.
SECTION 7
EXPIRATION OF LEASE
Upon expiration of this Lease Tenant shall deliver as soon afterwards as a
received from the state of New Jersey, an approval of a negative declaration
regarding the premises pursuant to the Industrial Site Recovery Act (N.J.S.A.
13:1 K-6 et seq.) (hereinafter, ISRA).
In the event Xxxxxx does not surrender the premises to Landlord upon the
expiration of this Lease, Tenant shall pay a holdover rent of $19,250 for each
month of holdover. This is not an election of remedies and Landlord may take any
other action to remove Tenant allowed by law or equity.
SECTION 8
EFFECT OF DESTRUCTION
If the Premises shall be destroyed or rendered untenantable by fire or
unavoidable accident, or if the building in which the Premises are located is so
damaged that Landlord shall elect to demolish it or rebuild it, the tenancy
hereby created shall be thereby terminated, and, provided Tenant is not in
default at the time of such destruction, Landlord shall refund the unused
portion of the Prepaid Rent, payable in 4 equal installments over a 4 month
period. Landlord at its own expense shall purchase insurance if available to
insure this obligation and add it to any insurance policy as a rider if
available. Such refund obligation may be set off against any obligation of
Tenant to Landlord under section 12, below.
SECTION 9
INSURANCE
Tenant shall provide and keep in force during the term of this
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Lease general liability insurance for injury or damage to persons or property in
or upon the Premises during the term of this Lease. The said policy shall be
with limits not less than one million Dollars ($1,000,000) in respect of any
one person, in respect of any one accident and in respect of property damage and
shall also contain an endorsement protecting the Landlord for water damage and
sprinkler damage liability with respect to property other than the Landlord's.
Landlord shall insure the building including the premises as Landlord deems
fit. Tenant shall have the right to purchase any additional insurance to cover
losses of Tenant.
Tenant shall also furnish insurance for such other hazards and in such
amounts as Landlord may reasonably require. Landlord reserves the right at any
time and from time to time to require the limits for any of the insurance under
this Section to be increased to limits which Landlord deems reasonable. Tenant
shall provide a certificate evidencing such insurance to Landlord. Landlord
shall be a named insured on any such policy. No such policy may be canceled
without ten days prior notice to Landlord.
SECTION 10
REPAIRS
Tenant shall keep the Premises in good condition and repair and shall
redecorate, paint and renovate the Premises as may be necessary to keep them in
good condition and repair and good appearance and in compliance with the laws
and regulations applicable to Tenant's business.
SECTION 11
SUBORDINATION
This Lease is and shall be subject and subordinate to all present and
future mortgages, deeds of trust or underlying leases affecting the Premises.
Tenant shall execute any instrument which may be deemed
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necessary or desirable by Xxxxxxxx to further effect or to evidence the
subordination of this Lease to any such mortgage, deed of trust or underlying
lease.
SECTION 12
INDEMNIFICATION
Tenant agrees to indemnify and hold harmless the Landlord, each mortgagee,
ground or underlying lessor of the Premises from and against any and all
liabilities, damages, claims, losses, judgments, causes of action, costs and
expenses (including reasonable counsel fees and legal expenses) which may be
incurred by Landlord or any such mortgagee or underlying lessor relating to or
arising out of any breach by Tenant of (i) its obligations to be performed under
this Lease, or (ii) the carelessness, negligence or improper conduct of Tenant,
its agents, contractors, employees, invitees or licensees, or (iii) arising out
of the use and occupancy of the Premises or any work or thing whatsoever done or
any condition created in or about the Premises during the term of this Lease. In
case any action or proceeding be brought against Landlord by reason of any such
claim, Tenant, upon notice from Landlord, shall resist and defend such action or
proceeding. Tenant shall be entitled to a credit against such indemnification in
the amount of any unused, pre-paid basic rent in the event that the Premises are
destroyed or rendered untenantable by Xxxxxx's act or omission hereunder.
SECTION 13
EXCULPATION
The term "Landlord" as used in this Lease means only the holder, for the
time being, of the Landlord's interest under this Lease so that in the event of
any transfer of title to the Premises, the Landlord shall be and hereby is
entirely free and relieved of all obligations of Landlord hereunder accruing
after such transfer. Tenant acknowledges that there is absolutely no personal
liability on the part of the Landlord, its successor or assigns with respect to
any of the terms, covenants and
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conditions of this Lease, and that Tenant shall look solely to the equity of
Landlord in the Building for the satisfaction of each and every remedy of Tenant
in the event of any breach by Landlord of any of the terms, covenants and
conditions of this Lease to be performed by Landlord.
SECTION 14
BINDING EFFECT
This Lease shall be binding upon and shall inure to the benefit of the
parties hereto and their personal representatives, successors and assigns, and
sub-tenants.
SECTION 15
ASSIGNMENT/SUBLET
Provided Tenant is not in default, Tenant shall have the unrestricted right
to assign this pre-paid lease or sub-let the premises provided the assignee or
sub-tenant as the case may be agrees to be bound by the provisions of this
lease, provided however, Landlord shall have the: (i) option of exercising a
right of first refusal to prevent such sub-lease or assignment by the payment of
a monthly rate of $9,625 times the number of months left in this pre-paid lease,
provided further such right shall be exercised within 10 days of the receipt of
a written notice by Tenant to Landlord. This payment shall be made in 4 equal
installments over a 4 month period or (ii) in the event the Basic Rent paid by
such assignee/subtenant exceeds $7.00/sq. ft. per year, Landlord may elect not
to exercise its option of first refusal in consideration for payment of 50% of
the monthly amount by which assignee/subtenant's Basic Rent exceeds a. rate of
$7.00 per square foot per year. SECTION 16 APPLICABLE LAW
The Lease shall be interpreted and construed in accordance with the laws of
the State of New Jersey (excluding New Jersey conflict of
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laws) and by the state courts of New Jersey.
SECTION 17
CAPTIONS
The captions appearing in this Lease are inserted only as a matter of
convenience and do not define, limit, construe or describe the scope or intent
of the Sections of this Lease nor in any way affect this Lease.
SECTION 18
TENANT'S DEFAULT
A default under this lease by Tenant shall exist if any of the following occurs:
(a) If Tenant fails to pay Additional Rent or any other sum required to be
paid hereunder within ten (10) days of when due; or
(b) If Tenant fails to perform any term, covenant or condition of this
Lease except those requiring the payment of money, and Tenant fails to cure
such breach within thirty (30) days after written notice from Landlord
where such breach could be reasonably cured within such thirty (30) day
period; provided, however, where such failure could not reasonably be cured
within the thirty (30) day period, that Tenant shall not be in default if
it commences such performance within the thirty (30) day period and
diligently thereafter prosecutes the same to completion; or
(c) If Tenant shall have abandoned or vacated the Premises for more than
ten (10) consecutive days except by reason of fire or other casualty
pursuant to Section 8 of this Lease.
SECTION 19
REMEDIES
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Upon a default, Landlord shall have the following remedies, in addition to
all other rights and remedies provided by law or otherwise provided in this
Lease, to which Landlord may resort cumulatively or in the alternative:
(a) Landlord may continue this Lease in full force and effect, and this
Lease shall continue in full force and effect as long as Landlord does not
terminate this Lease, and Landlord shall have the right to collect
Additional Rent and other charges when due or at the Landlord's option to
set off against the Prepaid Rent.
In addition, for the period of any default, any unpaid Additional Rent
shall accrue interest at the annualized rate equal to the Prime Rate in the
Wall Street Journal plus 2% compounded monthly.
(b) Landlord may terminate Xxxxxx's right to possession of the premises at
any time by given written notice to that effect, and relet the Premises or
any part thereof. On giving the notice, all of Tenant's rights in the
Premises, shall terminate. Upon such termination, Tenant shall surrender
and vacate Premises, and Landlord may re-enter and take possession of the
Premises and all remaining improvements or property and eject Tenant or any
of Tenant's sub-tenants, assignees or other person or persons claiming any
right under or through Tenant. This Lease may also be terminated by a
judgement specifically providing for termination. Any termination under
this Article shall not release Tenant from the payment of any sum then due
Landlord or from any claim for damages or Additional Rent or other sum
previously accrued or then accruing against Tenant. Upon such termination
Tenant shall be liable immediately to Landlord for all costs Landlord
incurs in reletting the Premises or any part thereof, including, without
limitation, legal fees and expenses, broker's commissions, expenses of
cleaning and restoration, repair or redecorating the Premises required by
reletting and like costs which at Xxxxxxxx's option may be set off against
the unused
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Prepaid Rent. Provided, however, upon such termination, Tenant shall be
entitled to a credit in the amount of any unused prepaid Basic Rent, which
credit if any shall be paid in 4 equal monthly installments.
Reletting may be for a period shorter or longer then the remaining term of
this Lease. Acts of maintenance, efforts to relet the Premises or the
appointment of a receiver on Xxxxxxxx's initiative to protect Xxxxxxxx's
interest under this Lease shall not constitute a termination or interfere
of or with Xxxxxx's right to possession.
In the event Landlord terminates Tenant's right to possession under this
section and occupies the premises, Tenant shall immediately be entitled to
a credit in the amount of any unused Prepaid Rent, which credit if any
shall be paid in 4 equal monthly installments.
(c) In the event of a breach by Tenant of any of the terms hereof, Landlord
shall have the right of injunction to restrain the same.
(d) Xxxxxxxx and Tenant hereby mutually, knowingly, irrevocably,
voluntarily and intentionally waive trial by jury in any action, proceeding
or counterclaim brought by either party hereto against the other in any way
connected with this Lease. Each party further warrants and represents that
it has reviewed this waiver with legal counsel and that each waived its
jury trial rights following consultation with legal counsel. This waiver
shall apply to any and all subsequent amendments and any other agreements
relating to the subject matter hereof. In the event of litigation, this
lease may be filed as a written consent to a trial by court, sitting
without jury.
SECTION 20
NO WAIVER
The failure of either party to insist, in any one instances, upon strict
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performance of any covenants of this Lease, or to exercise any options herein
contained, shall not be construed as a waiver or relinquishment for the future,
of such covenant or option, but the same shall continue and remain in full force
and effect. Even though Xxxxxxxx has consented that this Lease may be assigned
or the premises sublet, any assignee may not further assign or any sub-tenant
may not sublet without express consent in writing by Landlord.
WITNESS the hands and seals of the parties hereto as of the day and year
first above written.
ATTEST/WITNESS: LANDLORD-Hydromer, Inc.
/s/ [illegible] BY: /s/ [illegible]
------------------------------- --------------------------- (Seal)
ATTEST/WITNESS TENANT-Biosearch Medical Products,
Inc.
/s/ Xxxxxx [illegible] BY: /s/ [illegible]
------------------------------- --------------------------- (Seal)
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Schedule A
Partition of premises into 1 6,500 sq ft leasehold.
******INSERT DRAWING HERE*****
Schedule A
[Graphical Presentation of
35 Industrial Parkway]
[Graphical Presentation of
Parking Plan for Hydromer (X)
+ Biosearch (B)]
