LEASE
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. 17,000 sq. ft. in the east side of the building, commonly known as 00
Xxxxxxxxxx Xxxxxxx, Xxxxxxxxxx, XX, the east side being identified as Schedule
B2 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 fifty seven thousand dollars ($357,000) 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 (herein the "Basic Rent").
SECTION 2
ADDITIONAL RENT, TAXES, ASSESSMENTS, ETC.
In addition to the Basic Rent provided in Section I hereof, Tenant will
pay 68% of any increase in real estate taxes over the year 1998 ("Additional
Rent"). Tenant will pay all utility bills that are metered and enter the
Premises. 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
paid by Landlord.
SECTION 3
AFFIRMATIVE COVENANTS OF TENANT
Tenant, jointly and severally if more than one, hereby covenants with
Landlord as follows:
(A) to pay any Additional Rent as aforesaid;
(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 short 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 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 of a Medical
Device manufacturing; or
(C) assign, mortgage or pledge this Lease, in whole or in part, or
permit the assignment by operation of law or otherwise, or sublet the Premises
or any portion thereof, without the consent in writing of Landlord.
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 alterations 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 Tenant
does not pay for any part of the non-leasehold.
SECTION 7
TERMINATION
After a period of 10 months, Tenant may terminate this lease with a two
month notice to Landlord. Landlord shall refund any unused rent at the rate of:
1. if termination is effective in months 13-24, $6,000 per month times
the remaining months payable within 9 months.
2. if termination is effective in months 25-36, $8,000 per month times
the remaining months payable within 3 months.
Tenant's responsibility to vacate the premises at the termination of the
Lease subject to a two month extension, shall be deemed to be "of the essence"
of this Lease. Tenant shall have one option to extend the lease for two one
month periods at a rate of $8,750 per month. In the event that tenant does not
vacate the premises at the time of termination of this lease extension, landlord
shall be entitled to make an immediate application to a court of appropriate
jurisdiction and ask that the tenant be removed from the premises. The losing
party shall be responsible for payment of all attorneys' fees and cost of suit.
Upon termination 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.
13:1K-6 et seq.) (hereinafter, ISRA).
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 Landlord shall refund the unused
portion of the Rent at:
1. if termination is effective in months 13-24, $6,000 per month times
the remaining months payable within 9 months.
2. if termination is effective in months 25-36, $8,000 per month times
the remaining months payable within 3
months.
SECTION 9
INSURANCE
Tenant shall provide and keep in force during the term of this 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.
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. Tenant will keep the sidewalks
forming part of the Premises clean and free of obstructions, snow and ice.
SECTION 11
CONDEMNATION
If the whole or any part of the Premises shall be acquired or condemned by
eminent domain for any public or quasi-public purpose or use, then this Lease
and the term and estate hereby granted shall forthwith cease and terminate as of
the date of vesting of title and Landlord shall refund any and all unused Rent
at the rate:
1. if termination is effective in months 13-24, $6,000 per month times
the remaining months payable within 9 months.
2. if termination is effective in months 25-36, $8,000 per month times
the remaining months payable within 3 months.
SECTION 12
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 necessary or desirable
by Landlord to further effect or to evidence the subordination of this Lease to
any such mortgage, deed of trust or underlying lease.
SECTION 13
INDEMNIFICATION
Tenant agrees to indemnity 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.
SECTION 14
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 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 15
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,
subject to the limitations set forth in Section 15 hereof.
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 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.
WITNESS the hands and seals of the parties hereto as of the day and year
first above written.
ATTEST/WITNESS: LANDLORD
___________________________________ BY: ____________________________________
(Seal)
ATTEST/WITNESS: TENANT
___________________________________ BY: ____________________________________
(Seal)
