EXHIBIT 10.20
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (this "Sublease") made and entered into this 7th
day of February, 1995 (the "Effective Date"), by and between MILES INC., an
Indiana corporation ("Sublessor") and MELVILLE BIOLOGICS, INC., a Delaware
corporation ("Sublessee").
RECITALS
A. Sublessor and Sublessee have entered into an Agreement for Custom
Processing of even date herewith (the "Processing Agreement") pursuant to which
Sublessee has agreed to fractionate certain quantities of Miles Input (as
defined in the Processing Agreement) (the "Processing and Fractionation
Operation") at the Demised Premises (as hereinafter defined).
B. Sublessor has agreed to guarantee to PNC Bank, N.A. (the "Bank") the
prompt payment of certain amounts in connection with financing provided by the
Bank to Sublessee to be used in the Processing and Fractionation Operation and
in the MBI General Operations (as defined in the Reimbursement Agreement
referred to below).
C. Sublessor and Sublessee have entered into a Reimbursement and Security
Agreement of even date herewith (the "Reimbursement Agreement") pursuant to
which Sublessee has agreed to reimburse Sublessor for any amount paid or
incurred by Sublessor under its guaranty.
D. In order to secure Sublessee's obligations to Sublessor under the
Reimbursement Agreement, Sublessee has granted to Sublessor a security interest
in certain collateral used in the Processing and Fractionation Operation and a
mortgage of even date herewith (the "Mortgage") on the property on which the
Demised Premises are located. (The Reimbursement Agreement, the Mortgage and
all other documents relating to Sublessee's obligations to Sublessor in respect
of Sublessor's guaranty are hereinafter collectively referred to as the "Loan
Documents".)
E. Sublessee, as Lessor, and Sublessor, as Lessee, have entered into a
Lease Agreement of even date herewith attached hereto as Exhibit 1 (the "Prime
Lease") in order to ensure continuation of the Processing and Fractionation
Operation at the Demised Premises in accordance with the terms and conditions of
the Processing Agreement (including those related to a Miles Takeover (as
defined in the Processing Agreement)) and to serve as additional security for
Sublessee's obligations under the Reimbursement Agreement and the Processing
Agreement.
F. The parties intend that Sublessee shall operate the Processing and
Fractionation Operation at the Demised Premises unless and until one of certain
events specified in the Processing Agreement occurs, and the parties have
entered into this Sublease
Agreement in order to facilitate performance by Sublessee of its obligations
under the Processing Agreement to operate the Processing and Fractionation
Operation.
NOW, THEREFORE, it is hereby agreed as follows:
1. Demise of Premises; Rental.
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a. For and in consideration of the covenants, conditions and
agreements hereinafter contained, Sublessor does hereby demise and lease to
Sublessee, and Sublessee does hereby accept and take from Sublessor (i) a
building containing approximately 89,600 square feet of space (the "Building")
but not including the area indicated on Exhibit 2 attached hereto as the "Lessor
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Retained Area", (ii) all mechanical, electrical, lighting, plumbing, sewage,
refrigeration and HVAC systems and other fixtures attached thereto, except those
that service exclusively the Lessor Retained Area (the "Fixtures"), (iii) all
equipment used or to be used in the Processing and Fractionation Operation (the
"Equipment") and (iv) the real property (the "Real Property") on which the
Building is located at 000 Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxx Xxxxxx, Xxx Xxxx and
more particularly described on Exhibit 3 attached hereto (the Building (other
than the Lessor Retained Area), the Fixtures and the Real Property are
collectively referred to as the "Demises Premises".)
b. The rental under this Sublease shall be one dollar per annum.
2. Term. The term of this Sublease (the "Sublease Term") shall commence
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on the Effective Date and terminate on the earlier of (i) the termination or
expiration of the term of the Prime Lease or (ii) the date of a Miles Takeover
(as defined in the Processing Agreement).
3. Covenants of Sublessee. The provisions of the Prime Lease are
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incorporated into this Sublease as fully as if completely rewritten herein, and
the Sublessee agrees, with respect to the Demises Premises, to be bound to the
Sublessor by all of the terms of the Prime Lease and to assume toward Sublessor
and perform all of the obligations and responsibilities that Sublessor by the
Prime Lease assumes toward the Lessor thereunder (other than the obligation to
pay rent). Sublessor and Sublessee agree that Sublessor shall have no duty to
Sublessee to perform any of the duties or obligations of the Lessor under the
Prime Lease.
4. Alterations to the Demised Premises. Sublessor agrees that Sublessee
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may, as its own expense, from time to time during the term hereof, make such
alterations, additions and changes, including structural changes, in and to the
Demised Premises as it finds necessary or convenient for its purposes; provided,
however, that Sublessee will make no such alteration, addition or change which
could have a material adverse effect on the conduct of the Processing and
Fractionation Operation in the manner contemplated by the Processing Agreement,
including a Miles Takeover.
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5. No Assignment. Sublessee agrees not to assign this Sublease or to
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sublet the Demised Premises or any part thereof without the prior written
consent of Sublessor, which consent shall not unreasonably be withheld;
provided, that Sublessee may assign this Sublease without Sublessor's consent to
any person or entity to whom Sublessee is entitled to assign its rights and
obligations under the Processing Agreement.
6. Entire Agreement. This Sublease, the Lease, the Processing Agreement
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and the Loan Documents and the exhibits and schedules to each such document
(including without limitation the Reimbursement Agreement and the Mortgage)
constitute one single agreement between Sublessor and Sublessee, although they
have been executed as separate documents for convenience and ease of reference,
and together such documents constitute the complete and entire agreement between
the parties hereto with respect to the transactions contemplated herein and
supersede all previous written or oral negotiations, commitments, memoranda,
understandings and any prior agreement between Sublessor and Sublessee or their
parents, subsidiaries or affiliated entities concerning the subject matter
hereof. This Sublease shall not be modified, changed or altered in any respect
except in writing.
7. Binding Effect. The covenants, agreements and obligations herein
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contained shall extend to, bind and inure to the benefit of the parties hereto,
their successors and permitted assigns.
8. Notices. All notices required or desired to be given hereunder shall
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be in writing and shall for the purpose of this Sublease be deemed to have been
duly given:
(a) To Sublessor, if a copy thereof is hand delivered, mailed by
registered or certified mail, postage prepaid, or delivered by reputable courier
service, addressed to Sublessor at Miles Inc., One Mellon Center, 53rd Floor,
000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, Attention: Xx. Xxx X.
Xxxx, Senior Vice President and Treasurer, and Xx. Xxxxx X. Xxxxx, with a copy
to: Law Department, Pharmaceutical Division, Miles, Inc., 000 Xxxxxx Xxxx, Xxxx
Xxxxx, Xxxxxxxxxxx 00000 or to such other address as Sublessor may from time to
time designate in writing to Sublessee.
(b) To Sublessee, if a copy thereof is hand delivered, mailed by
registered or certified mail, postage prepaid, or delivered by reputable courier
service, addressed to Sublessee at 000 Xxxxxx xxxx, Xxxxxxxx, Xxx Xxxx 00000,
Attention: Xxxxxx X. Xxxxxxxxxxxx, President and Chief Executive Officer, or to
such other address as Sublessee may from time to time designate in writing to
Sublessor.
All notices shall be served by hand delivery or by prepaid registered or
certified mail or courier service and shall be effective on the date of delivery
if they are hand-delivered or delivered by courier service or three days after
posting if mailed.
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9. Recordation. The parties shall join in the execution of a memorandum
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of lease in the form attached hereto as Exhibit 4 for the purpose of recordation
of this Sublease. Any recording costs shall be borne by Sublessee.
10. Quiet Enjoyment. Sublessor covenants that, if Sublessee shall
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faithfully and fully discharge its obligations set forth herein, Sublessee shall
have and enjoy, during the Sublease Term, the quiet and undisturbed possession
of the Demised Premises.
11. Counterparts. This Sublease may be executed in several counterparts,
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each of which will be deemed to be an original, and in each case such
counterparts together will constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound have
executed this Sublease on the day and year first above written.
MILES INC.
By: /s/ Xxx Xxxx
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Sr. Vice President & Treasurer
MELVILLE BIOLOGICS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxxx
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PRESIDENT & CEO
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[See Lease Agreement filed as Exhibit 10.19 to the Registration Statement]
Exhibit 1
EXHIBIT 2
Key:
Blue = Lessor Retained Area
Green = Common Areas
[FLOOR PLAN APPEARS HERE]
[Blue - Lessor Retined Aarea]
[Green - Common Areas]
[FLOOR PLAN APPEARS HERE]
[Blue - Lessor Retained Area]
[Green - Common Areas]
[FLOOR PLAN OF MECHANICAL EQUIPMENT ROOM APPEARS HERE]
ALL that certain plot, piece or parcel of land, situate, lying and
being at Melville, in the Town of Huntington, County of Suffolk and State of New
York, bounded and described as follows:
BEGINNING at a point on the new Northerly side of Xxxxxx Road, distant
783.40 feet, Easterly as measured along said Northerly side of Xxxxxx Road, from
the Southeasterly end of a connecting line, having a length of 52.23 feet,
connecting the said Northerly side of Xxxxxx Road and the Easterly side of New
York State Route 110: said point of beginning also being where the Southeast
corner of the land now or formerly of Xxxxxx intersects the said Northerly side
of Xxxxxx Road;
RUNNING THENCE North 4 degrees 54 minutes 38 seconds East, 1047.70
feet, to the land now or formerly of Abramoske;
THENCE along said last, mentioned land the following two courses and
distances:
1. South 85 degrees 14 minutes 32 seconds East, 132.22 feet;
2. South 84 degrees 32 minutes 47 seconds East, 321.30 feet, to land
now or formerly of Brand;
THENCE along said last mentioned land, the following two courses and
distances:
1. South 5 degrees 38 minutes 21 seconds West, 280.65 feet;
2. South 4 degrees 54 minutes 38 seconds West, 772.18 feet, to the
new Northerly side of Xxxxxx Road;
THENCE along said Xxxxxx Xxxx, Xxxxx 00 degrees 5 minutes 47 seconds
West, 450.00 feet, to the point or place of BEGINNING.
EXHIBIT 3
MEMORANDUM OF SUBLEASE
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Pursuant to (S) 291-c of New York Real Property Law, the parties
hereby file this Memorandum of Sublease as follows:
1. The name and address of the SUBTENANT in the Sublease Agreement
is as follows: MELVILLE BIOLOGICS, INC., 000 Xxxxxx Xxxx, Xxxxxxxx, XX 00000.
2. The name and address of the SUBLANDLORD in the Sublease Agreement
is as follows: MILES INC., One Mellon Center, 53rd Floor, 000 Xxxxx Xxxxxx,
Xxxxxxxxxx. XX 00000-0000.
3. The Sublease Agreement is dated ______________ __ , 1995.
4. The Subleased Premises consists of (a) a building located at 000
Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxx Xxxxxx, Xxx Xxxx (the "Building"), but not
including the area indicated on Exhibit A attached hereto as the "Lessor
Retained Area," (b) all mechanical, electrical, lighting, plumbing, sewerage,
refrigeration and HVAC systems and other fixtures attached thereto except those
that service exclusively the Lessor Retained Area, (c) all equipment used or to
be used in the Processing and Fractionation Operation (as that phrase is defined
in the Lease Agreement), and (d) the real property on which the Building is
located, more particularly described on the attached Exhibit B.
EXHIBIT 4
5. The term of the Sublease Agreement commences as of the date
hereof and terminates on the earlier of (i) the termination or expiration of
that certain Lease dated of even date herewith between Subtenant as Landlord and
Sublandlord as Tenant (including any extension of the term as therein provided),
a Memorandum of which has been recorded immediately prior hereto, or (ii) the
date of a Miles Takeover (as defined in the Agreement for Custom Processing
between Sublandlord and Subtenant and dated of even date herewith).
6. This Memorandum of Sublease may be executed in several
counterparts, each of which will be deemed to be an original, and in each case
such counterparts together will constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Memorandum of
Sublease as of the __________________day _______________of , 1995.
SUBTENANT:
MELVILLE BIOLOGICS, INC.
By:___________________________
Title:________________________
SUBLANDLORD:
MILES INC.
By:___________________________
Title:________________________
EXHIBIT 4
ACKNOWLEDGMENT
STATE OF_____________________)
) SS:
COUNTY OF____________________)
On this, the ______day of_____________ , 1995, before me, a Notary Public,
personally appeared , to me known, who, being by me personally sworn, did depose
and say that s(he) resides at __________________________that (s)he is the
_________________ of Melville Biologics, Inc., a Delaware corporation, the
corporation described in and which executed the foregoing instrument by
authority of the Board of Directors of said corporation and that (s)he signed
(his)(her) name thereto by like authority.
IN WITNESS WHEREOF, I hereunto set my hand and official seal the day and
year first above written.
______________________________
Notary Public
My Commission Expires:
EXHIBIT 4
ACKNOWLEDGMENT
STATE OF_____________________)
) SS:
COUNTY OF____________________)
On this, the _____ day of_____________ , 1995, before me, a Notary Public,
personally appeared___________________, to me known, who, being by me personally
sworn, did depose and say that s(he) resides at____________________ , that (s)he
is the __________________ of Miles Inc., an Indiana corporation, the corporation
described in and which executed the foregoing instrument by authority of the
Board of Directors of said corporation, and that (s)he signed (his)(her) name
thereto by like authority.
IN WITNESS WHEREOF, I hereunto set my hand and official seal the day and
year first above written.
_________________________________
Notary Public
My Commission Expires:
EXHIBIT 4
[Insert drawing.]
EXHIBIT 4
ALL that certain plot, piece or parcel of land, situate, lying and
being at Melville, in the Town of Huntington, County of Suffolk and State of New
York, bounded and described as follows:
BEGINNING at a point on the new Northerly side of Xxxxxx Road, distant
783.40 feet, Easterly as measured along said Northerly side of Xxxxxx Road, from
the Southeasterly end of a connecting line, having a length of 52.23 feet,
connecting the said Northerly side of Xxxxxx Road and the Easterly side of New
York State Route 110: said point of beginning also being where the Southeast
corner of the land now or formerly of Xxxxxx intersects the said Northerly side
of Xxxxxx Road;
RUNNING THENCE North 4 degrees 54 minutes 38 seconds East, 1047.70
feet, to the land now or formerly of Abramoske;
THENCE along said last, mentioned land the following two courses and
distances:
1. South 85 degrees 14 minutes 32 seconds East, 132.22 feet;
2. South 84 degrees 32 minutes 47 seconds East, 321.30 feet, to land
now or formerly of Brand;
THENCE along said last mentioned land, the following two courses and
distances:
1. South 5 degrees 38 minutes 21 seconds West, 280.65 feet;
2. South 4 degrees 54 minutes 38 seconds West, 772.18 feet, to the
new Northerly side of Xxxxxx Road;
THENCE along said Xxxxxx Xxxx, Xxxxx 00 degrees 5 minutes 47 seconds
West, 450.00 feet, to the point or place of BEGINNING.
EXHIBIT B
