Commercial Lease
This lease is made between Serex, Inc., a New Jersey
corporation, herein called Landlord and Elite Laboratories
of Englewood Cliffs herein called Tenant.
Landlord hereby offers to lease to Tenant the premises
situated in the City of Maywood, County of Bergen,
State of New Jersey, described as approximately 5000
square feet of offices and laboratory space and common
use of cafeteria area and organic laboratory on the top
floor of 000 X. Xxxxxxx Xxxxxx delineated in accompanying
diagram, upon the following terms and conditions.
Term and rent. Landlord demises the above premises for
a term of two years commencing 1 November 1993 and
terminating 30 October 1995, for a monthly sum of $4,600
(3,000 rent plus $1,600 for utilities, services and
maintenance), for the first year and a monthly sum of
$5,000 ($3,400 rent plus $1600 for utilities, services
and maintenance) for the second year, payable in advance
on the first day of each month for that months rental
during the term of the lease. All rental payments shall
be made to Landlord at 000 X. Xxxxxxx Xx. Xxxxxxx XX
Tenant shall use and occupy the premises for
Pharmaceutical Research and Development, small scale
manufacturing and related office and administrative
purposes. The premises shall be used for no other
purpose. Landlord represents that the premises may
lawfully be used for such purpose.
Care and maintenance of premises. Landlord represents
that the premises are in good order and repaid, and will
at his own expense and at all times maintain the
premises in good and safe condition, including plate
glass, electrical wiring, plumbing and heating and air
conditioning installations and any other system or
equipment upon the premises. Tenant shall surrender the
premises at termination of lease in as good condition as
received, normal wear and tear excepted. Landlord shall
be responsible for all repairs required including the
roof, exterior walls, structural foundation and shall
also maintain in good condition portions adjacent to the
premises, such as sidewalks, driveways, lawns and
shrubbery and be responsible for snow removal. Landlord
shall supply 2 hours per week cleaning of the laboratory
and office space and will remove and dispose of tenants
non-hazardous garbage. Landlord shall maintain outside
of building in good and safe condition
Alternations. Tenant shall not, without first obtaining
the written consent of landlord, make any alterations,
additions or improvements in or to or about the
premises. Permission shall not be unreasonably
withheld.
Ordinances and Statutes. Tenant shall comply with all
statutes, ordinances and requirements of all municipal,
state and federal authorities now in force or which my
hereafter be in force, pertaining to the premises,
occasioned by or affecting the use thereof by Tenant
Assignment and Subletting. Tenant shall not assigned
this lease or sublet any portion of the premises without
prior written consent which may not be unreasonably
withheld. Tenant understand that since it is shared
space, Serex must reasonably satisfy themselves
as to the potential subtenants effect upon the security
of Serex proprietary technology - no company in any
area competing with Serex technology will be
considered--, the stringent requirements of FDA
manufacturing code and ECRA etc., and the necessity that
there be mutual compatibility to feel comfortable with a
sharer of space.
All utilities, including sewer, water, gas, electricity,
distilled water and a common security system will be
supplied by Landlord, subject to utilities payment by
tenant as per paragraph 1.
Landlord shall have the right to enter upon the premises
at reasonable times and upon reasonable notice for the
purpose of inspecting the same, and will permit Landlord
at any time within 90 days of the expiration of the
lease to place upon the premises any usual to "To Let"
or "For Lease" signs and permit persons desiring to
lease the same to inspect the premises thereafter.
Possession. If Landlord is unable to deliver possession
of the premises by September 16th 1993, Landlord shall
not be liable for any damage caused thereby but the
lease shall be void or voidable. By delivering
possession, Landlord represents that Tenant can move all
equipment in on the 16th of September and that by the
20th of September 1993 the laboratory space shall be
securable and by 30 September 1993 the office space
shall be securable. Tenant shall not be responsible for
rent until possession i.e. walls and securable space is
available or November 1, whichever is later. Tenant
shall not be responsible for December rent until all
painting and repairing is complete.
Indemnification of Landlord. Landlord shall not be
liable for any damage or injury to Tenant, or any other
person, or to any property, occurring on the demised
premises or any part thereof, and Tenant agrees to held
Landlord harmless from any claims for damages no matter
how caused
Insurance. Tenant at his expense, shall maintain public
liability insurance including bodily injury and property
damage insuring Landlord and tenant with minimum
coverage as follows, $100,000 per person bodily injury,
$1,000,000 aggregate
Tenant shall provide Landlord with a Certificate of
Insurance showing Landlord as additional insured. The
Certificate shall provide for a ten-day written notice
to Landlord in the event of cancellation or material
change of coverage.
Eminent Domain. If the premises or any part thereof or
any estate therein, or any other part of the building
materially affecting Tenants use of the premises, shall
be taken by eminent domain, this lease shall terminate
as of the date when title vests pursuant to such taking.
The rent, and any additional rent, shall be portioned as
of the termination date, and any rent paid for any
period beyond that date shall be repaid to Tenant.
Tenant shall not be entitled to any part of the award
for such taking or any payment in lieu thereof, but
Tenant my file a claim for any taking of fixtures and
improvements owned by Tenant and for moving expenses.
Destruction of Premises. In the event of a partial
destruction of the premises during the term hereof, from
any cause, landlord shall forthwith repair the same,
provided that such repairs can be made within sixty (60)
days under existing governmental laws and regulations,
but such partial destruction shall not terminate this
lease, except that Tenant shall be entitled to a
proportionate reduction of rent while such repairs are
being made, based upon the extent to which the making of
such repairs shall interfere with the business of Tenant
on he premises. If such repairs cannot be made within
said sixty days, Tenant, at his option, may make the
same within a reasonable time, this lease continuing in
effect with the rent proportionately abated as
aforesaid, and in the event that the Landlord shall not
elect to make such repairs which cannot be made within
sixty days, this lease may be terminated at the option
of either party. In the event that the building in
which the demised premises may be situated is destroyed
to an extent or not less than one-third of the
replacement costs thereof, Landlord may elect to
terminate this lease whether the demised premises by
injured or not. A total destruction of the building in
which the premises are situated shall terminate this
lease.
Landlord's Remedies on default. If Tenant defaults in
the payment of rent, or any additional rent, or defaults
in the performance of any of the other covenants or
conditions hereof, Landlord may give Tenant notice of
such default and if Tenant does not cure any such
default within 45 days after the giving of such notice
(or if such other default is of such nature that it
cannot be completely cured with such period, if Tenant
does not commence such curing within such 45 days and
thereafter proceed with reasonable diligence and in good
faith to cure such default), then Landlord may terminate
this lease on not less than 30 days notice to Tenant.
On the date specified in such notice the term of this
lease shall terminate and the Tenant shall then quit
and surrender the premises to Landlord but Tenant shall
remain liable as hereinafter provided. If this lease
shall have been so terminated by Landlord, landlord may
at any time thereafter resume possession of the premises
by any lawful means and remove Tenant or other occupants
and their effects. No failure to enforce any terms
shall be deemed a waiver.
Securing Deposit. Tenant shall deposit with Landlord
$9,000.00 security deposit as follows; on the signing of
this lease the sum of $6,000, upon completion of
construction, $3,000.00 additional security is not
dependent upon completion of cosmetic touches, including
painting. Deposit will not accrue interest. Deposit is
security for the performance of Tenant obligations under
this lease, including without limitation the surrender
of possession of the premises to Landlord as herein
provided. If landlord applies any part of the deposit
to cure any default of Tenant, Tenant shall on demand
deposit with Landlord the amount so applied so that
Landlord shall have the full deposit amount at all times
during the term of this lease
Option to renew. Provided that Tenant is not in default
in the performance of this lease, Tenant shall have the
option to renew the lease for an additional term of
thirty six months commencing at the expiration of the
initial lease term. All of the terms and conditions of
the lease shall apply during the renewal term except
that he monthly rent shall be the sum of $3400 plus a
cost of living increase (based on CPI) + $1600 to
reflect increases in taxes, utilities and garbage of
1995 base year using 1995 as the base year, for 1996
(and base year of 1996 for 1997 rent). Should taxes or
any significant expensable service increase
substantially more than the cost of living Elite will be
assessed 20% of the increase over and above the CPI.
The option shall be exercise by written notice given to
Landlord not less than 90 days prior to the expiration
of the initial lease term. If notice is not given in
the manner provided herein within the time specified,
this option shall expire.
Legal Fees. In case suit should be brought for recovery
of the premises, or for any sum due hereunder, or
because of any act which may arise out of the possession
of the premises, by either party, the prevailing party
shall be entitled to all reasonable costs incurred in
attorney's fees. All legal actions shall be settled by
binding arbitration under the laws of New Jersey and
neither party will use an attorney who has agreed to
payment by contingency fee.
Waiver. No failure of Landlord to enforce any term
hereof shall be deemed to be a waiver.
Notices. Any notice which either party may or is
required to give, shall be given by mailing the same,
postage prepaid, to Tenant at the premises, or the
Landlord at the address shown below, or at such other
places as may be designated by the parties from time to
time.
Heirs, Assigns, Successors. This lease is binding upon
and inures to the benefit of the heirs, assigns and
successors in interest to the parties.
Subordination. This lease is and shall be subordinated
to all existing and future liens and encumbrances
against the property.
The foregoing constitutes the entire agreement between
the parties and may be modified only b a writing signed
by both parties. The following exhibits; floor plan,
listing work to be done; Binding Agreement letter and
rider, have been made a part of this lease before the
parties' execution hereof.
Signed this 7th day of September, 1993.
By: Xx. Xxxxx Xxxxx
By: [ ]
Elite Laboratories, Inc.
RIDER TO LEASE
Between Serex, Inc.(as Landlord) and Elite Laboratories,
Inc. (as Tenant)
Date: September 7, 1993
The Tenant shall pay to the Landlord the following rent
For the period from 1 November 1993 to 30October 1994
the rent of $36,000 and utilities and amenities fees of
$19,200 payable in equal monthly installments of
$4,600.00 on the first day of each month in advance
For the period 1 November 1994 to 30 October 1995 the
rent of $40,800 and utilities and amenities fees of
$19,300 payable in equal monthly installment of $5000.00
on the first day of each month in advance
If any required payment of rent is not made by the
seventh day of the month, Tenant shall pay to the
Landlord a late charge equal to 5% of the payment due,
which late charge shall accompany the late payment
Landlord shall provide utilities and amenities as per
the binder letter dated September 2 1993 attached
herewith and incorporated by reference.
Landlord warrants that Tenant's current operation does
not require governmental approval to share lab and
office space with Serex; should the operation of tenants
business change, or governmental regulations change so
as to require governmental approvals these and any other
associated costs that are solely caused by tenant, shall
be at Tenant's sole cost and expense.
Landlord shall at Landlords expense construct a full
wall to separate the laboratory areas from the common
office and traffic areas, a wall to separate the office
area and demolish the wall directly in front of the
front door entrance thereby creating a hallway as shown
in the accompanying diagram. Landlord shall install
locks so as to make Elites offices and laboratory areas
securable, according to the plan attached herewith.
Landlord will remove safe from laboratory office to a Serex office.
Tenant shall have access to heating and air conditioning
on weekends and nights and shall exercise care to turn
these on and off in a prudent fashion.
It is understood that Landlord herein is the Tenant of
the entire premises at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx,
Xxx Xxxxxx pursuant to a written lease ("the prime
lease") dated August 21, 1991 with Xxxxxx X. Xxxxx and
Xxxxxx X. Xxxxx ("the prime landlord"). The Landlord
herein represents that it has the authority to enter
into this Lease and shall deliver to the Tenant herein
the consent of the Prime landlord to the within lease.
Tenant herein shall be given notice of any tenant
default in the Prime Lease and will be given the
opportunity, within thirty (30) days after notice to
cure said default.
Tenant shall have two (2) reserved parking spaces
located near the entrance located at the northeast
corner of the building and an additional 10 spaces in
the rear of the building. If Tenant desires to xxxx
said spaces as being reserved for its exclusive use,
Tenant may, at its sole cost and expense and in
compliance with all governmental requirements and
limitations, install signage at said spaces so
indicating.
Tenant acknowledges that smoking is prohibited in the
common areas and the balance of the building of which
the demised premises form a part and that said
prohibition is essential to the operations of the
Landlord and other tenants. Accordingly Tenant agrees
to monitor the activities of its agents, employees and
invitees so that this prohibition shall be complied
with.
Landlord reserves the right to establish uniform sign
and window treatment requirements for all tenants. No
sign shall be installed by the Tenant except upon first
obtaining any and all required governmental approvals
and the prior written consent of the Landlord, which
shall not be unreasonably withheld. Tenants name will e
on main building sign on lawn. Additional Tenant
signage costs shall be the responsibility of the Tenant.
Tenant and its employees, agents, contractors, invitees
or representatives shall not process, store, handle,
generate, spill, manufacture, bury, discharge or treat
any Hazardous Material (as defined by any governmental
statute, law, rule, regulation, ordinance, order,
decree, or interpretation now or hereafter in effect) at
the demised premises in a manner not consistent with
governmental regulations. Tenant shall, at Tenant's own
cost and expense, comply with all such governmental
environmental laws and regulations and shall keep and
maintain the demised premises free from leaks or spills
or contamination of Hazardous Materials. Tenant shall
indemnify, defend and save harmless the landlord from
all fines, suits, procedures, claims actions of any kind
and all losses, damages and expenses (including, without
limitation, attorneys' fees) arising out of a breach by
the Tenant of any of the aforesaid representations by
the Tenant
In the event of any inconsistency between this Rider and
the printed lease to which it is attached, the
provisions of this Rider shall govern.
Signed this 7th day of September, 1993.
[ ] (Landlord)
By: __________________________________
Elite Laboratories, Inc.
By: Xxxx X. Xxxxx
