THIRD AMENDMENT TO LEASE BY AND BETWEEN: MAURICE M. WEILL, TRUSTEE FOR BRANCHBURG PROPERTY -and- LIFECELL CORPORATION, a Delaware corporation DATED: November 6, 2007 LAW OFFICES EPSTEIN, BROWN & GIOIA, LLC Chatham Township, NJ 07928-0901 Fax (973)...
Exhibit
10.11
THIRD
AMENDMENT TO LEASE
BY AND
BETWEEN:
XXXXXXX
X. XXXXX, TRUSTEE
FOR
BRANCHBURG PROPERTY
"Landlord"
-and-
LIFECELL
CORPORATION,
a
Delaware corporation
"Tenant"
DATED: November
6, 2007
LAW
OFFICES
XXXXXXX,
XXXXX & XXXXX, LLC
000 Xxxxx
Xxxxxxx Xxxx
X.X. Xxx
000
Xxxxxxx
Xxxxxxxx, XX 00000-0000
(000)
000-0000
Fax (000)
000-0000
THIRD
AMENDMENT TO LEASE dated this 6th day
of November, 2007, by and between XXXXXXX X. XXXXX, TRUSTEE FOR BRANCHBURG
PROPERTY, having an office at 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxx, Xxx Xxxxxx 00000, hereinafter called the "Landlord"; and LIFECELL
CORPORATION, a Delaware corporation, having an address at Xxx Xxxxxxxxxx Xxx,
Xxxxxxxxxx, Xxx Xxxxxx 00000, hereinafter called the "Tenant".
W I T N E S S E T H :-
WHEREAS,
the Landlord owns certain lands and premises in the Township of Branchburg,
County of Somerset and State of New Jersey, which lands and premises are
commonly known as Lot 1.01 in Block 61, upon which there has been erected a
building containing approximately 89,960 square feet, hereinafter called the
"Building"; and
WHEREAS,
Landlord and Tenant have previously entered into a lease agreement dated June
17, 1999, as amended by First Amendment to Lease dated September 21, 1999, and
by Second Amendment to Lease dated April 3, 2000, hereinafter collectively
called the "Lease", in connection with the leasing of the Building, hereinafter
called the "Leased Premises"; and
WHEREAS,
the Tenant has exercised its option to extend the Lease for a further period of
five (5) years, which extended term shall commence as of December 1, 2010
and shall expire on November 30, 2015,
NOW,
THEREFORE, in consideration of the sum of one ($1.00) DOLLAR and other good and
valuable consideration, the parties hereto covenant and agree as
follows:
1. The
Lease is hereby extended for a further period of five (5) years, which Lease
extension shall commence as of December 1, 2010, and shall expire as of November
30, 2015, hereinafter called the "Extended Term". The Extended Term is the
first five (5) year renewal term referred to in Article 45.1 of the
Lease.
2. Tenant
shall pay Base/Fixed/annual Rent during the Extended Term in the amount of ONE
MILLION FIFTY SEVEN THOUSAND THIRTY DOLLARS AND 00/100 ($1,057,030.00) DOLLARS
per annum, payable in equal installments in the sum of EIGHTY EIGHT THOUSAND
EIGHTY FIVE AND 83/100 ($88,085.83) DOLLARS per month, in the same manner as
provided in Article 4 of the Lease, together with all additional rent and other
charges set forth therein.
3. It
is expressly understood and agreed that the Tenant shall continue to occupy the
Leased Premises as of the commencement of the Extended Term in an "as is"
condition.
4. Tenant
shall continue to have the option to renew the Lease for an additional five (5)
year period, which period shall be the second five (5) year renewal period set
forth in Article 45.1 of the Lease.
5. Except
as hereinabove referred to, all other terms and conditions of the Lease shall
remain in full force and effect, unimpaired and unmodified.
6. This
agreement shall be binding upon the parties hereto, their heirs, successors and
assigns.
7. The
submission of this Third Amendment to Lease by Landlord to Tenant for review and
approval shall not be deemed an option to lease, an offer to lease, or a
reservation of the Leased Premises in favor of Tenant, it being intended that no
rights or obligations shall be created by Landlord or Tenant until the execution
and delivery of this Third Amendment to Lease by Landlord and Tenant, one to the
other.
IN
WITNESS WHEREOF, the parties hereto have caused these presents to be executed by
their proper corporate officers and caused their proper corporate seals to be
hereto affixed the day and year first above written.
WITNESS:
/s/Xxxxxxx
Xxxxxx
|
/s/ Xxxxxxx
Xxxxxxxxx
|
|
XXXXXXX
X. XXXXX, TRUSTEE FOR
|
||
BRANCHBURG
PROPERTY
|
WITNESS:
|
LIFECELL
CORPORATION
|
/s/Xxxxx
Xxxxxxx
|
By: /s/Xxxxxx
Xxxxxxxx
|
STATE
OF NEW JERSEY
|
)
|
|
)
|
SS.:
|
|
COUNTY
OF ESSEX
|
)
|
BE IT
REMEMBERED, that on this 6th day of November, 2007, before me the
subscriber, a notary public of NJ, personally appeared* XXXXXXX X. XXXXX,
TRUSTEE FOR BRANCHBURG PROPERTY, who I am satisfied, is the Landlord mentioned
in the within Instrument, and thereupon he acknowledged that he signed,
sealed and delivered the same as his act and deed, for the uses and purposes
therein expressed.
*Xxxxxxx
Xxxxxxxxx, authorized signatory
/s/Xxxxx
Xxxxxxxxxx
|
|
Notary
Public of NJ
|
STATE
OF
|
)
|
|
)
|
SS.:
|
|
COUNTY
OF
|
)
|
BE IT
REMEMBERED, that on this 5th day of November, 2007,before me, the subscriber,
Xxx Xxxxxxx, personally appeared Xxxxxx Xxxxxxxx, who, I am satisfied, is
the person who signed the within Instrument as CEO/President, of LIFECELL
CORPORATION, a Delaware corporation, the Corporation named therein, and he
thereupon acknowledged that the said instrument made by the corporation and
sealed with its corporate seal, was signed and sealed with the corporate seal
and delivered by him as such officer, and is the voluntary act and deed of the
corporation, made by virtue of authority from its Board of
Directors.
/s/Xxxxx
Xxxxxxx
|
|
Notary
Public of NJ
|
PREPARED
BY: XXXXXX X. XXXXX, ESQ.