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Exhibit 10.10
SUBLEASE AGREEMENT
1. Parties. This Sublease, dated July 2, 1997 is made between The
Presbyterian Homes of New Jersey Foundation, Inc. ("Sublessor") and Anthra
Pharmaceuticals, Inc. ("Sublessee").
2. Statement of Facts and Master Lease. The Presbyterian Homes of New
Jersey Foundation, Inc. and Xxxxxx Xxxxxxxx Associates, L.P. entered into a
Lease dated October 11, 1989, First Amendment of Lease dated August 23, 1991,
and Second Amendment of Lease dated November 30, 1994 (collectively the "Master
Lease") covering 5,560 sq. ft. on the first (1st) floor, A-wing (the "Premises")
in the building located at 000 Xxxxxxxx Xxxxxx, Xxxx Xxxxxxx Township, Xxxxxx
County, New Jersey (the "Building"); and on March 20, 0000, Xxxxxxx Xxxxx
Associates ("Landlord") whose address is c/o Cali Realty Corporation, 00
Xxxxxxxx Xxxxx, Xxxxxxxx, XX 00000, succeeded to the interest of Xxxxxx Xxxxxxxx
Associates, L.P. Said Lease and Amendments are herein collectively referred to
as the "Master Lease" and are attached hereto as Exhibit A.
3. Premises. Sublessor hereby subleases to Sublessee under the same terms
and conditions set forth in the Master Lease except as specifically provided by
this Sublease, 5,560 rentable sq. ft. in its' as-is condition with the exception
of Sublessor painting all paint surfaces and shampooing carpet, known as Xxxxx
000, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 ("Premises"). Included in
the Premises shall be the "built-ins" and fixtures described in Exhibit B.
4. Warranty by Sublessor. Sublessor warrants and represents to Sublessee
that the Master Lease has not been amended or modified except as expressly set
forth herein, that Sublessor is not, and as of the commencement of the Term
hereof will not be, in default or breach of any of the provisions of the Master
Lease, and that Sublessor has no knowledge of any claim by Landlord that
Sublessor is in default or breach of any of the provisions of the Master Lease.
Sublessor represents that the operating expenses, real estate taxes and electric
for the Premises since January 1, 1996 are as set forth in Exhibit C attached
hereto, and the Sublessor has no knowledge of any proposed increases in such
amounts or other items of additional rent which the Landlord proposes to change.
5. Term. The Term of this Sublease shall commence on July 3, 1997 (the
"Commencement Date"), or when the Landlord consents to this Sublease, whichever
shall last occur, and end on November 30, 1999 ("Termination Date"), unless
otherwise sooner terminated in accordance with the provisions of this Sublease.
Possession of the Premises ("Possession") shall be delivered to Sublessee no
later than the commencement of the Term. If for any reason Sublessor does not
deliver Possession to Sublessee on the commencement of the Term, the Termination
Date shall not be extended by the delay, and the validity of this Sublease shall
not be impaired, but rent shall xxxxx until delivery of Possession.
Notwithstanding the foregoing: (i) in the event the Landlord has not given its
written consent to this Sublease by 12:00 p.m. on June 30, 1997, Sublessee may
terminate this Sublease without any liability to Sublessor; and (ii) in the
event that the Landlord has not given its written consent to this Sublease by
July 31, 1997, Sublessor may cancel this Sublease, without any liability to
Sublessee. Sublessor shall use its best efforts to obtain the consent of
Landlord to this Sublease.
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After June 28, 1997, Sublessor shall permit Sublessee access to the Premises,
provided that such access shall not interfere with the painting and carpet
shampooing of the Premises. Such early access shall not advance the Termination
Date and shall be subject to the provisions of the Sublease, excluding the
payment of rent prior to the Commencement Date.
6. Rent. Sublessee shall pay to Sublessor the minimum rent ("Minimum
Rent") as scheduled below and all Additional Rent due under Article 4.03 (of the
Master Lease), for the term of this Sublease without deduction, setoff, notice
or demand at 00 Xxxxxx Xxxx, Xxxxxxxxx, X.X. 00000 ATTN: Xxxx Xxxxxx or at such
other place as Sublessor shall designate from time to time by notice to
Sublessee, in advance on the first day of each month of the Term. Sublessor
shall provide Sublessee with the invoice that Sublessor receives from Landlord
for the Minimum Rent and Additional Rent within three (3) business days of
receipt. Sublessor shall timely pay to the Landlord the Rent and Additional Rent
due under the Master Lease. Sublessor shall provide to Sublessee a copy of its
check to landlord for payment of Rent and Additional Rent due under the Master
Lease no later than the 10th day of each month. Sublessee shall pay to Sublessor
upon execution of this Sublease the sum of Six Thousand, ninety dollars, and
fifty six cents ($6,090.56) as rent for July, 1997, as outlined in Exhibit D. If
the Term begins or ends on a day other than the first or last day of a month,
the rent for the partial month shall be prorated on a per diem basis.
Minimum Monthly Rent Schedule
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Lease Month Minimum Rent Due
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July 1997 $5,282.00 plus tenant electric
August 1997 thru June 1998 $9,730.00 plus tenant electric
July 1998 $5,282.00 plus tenant electric
August 1998 thru June 1999 $9,730.00 plus tenant electric
July 1999 $5,282.00 plus tenant electric
August 1999 thru November 1999 $9,730.00 plus tenant electric
Sublessor represents that the 1995 per square foot base year costs under
the Master Lease are as follows: (i) for "Operation and Maintenance Costs" as
set forth in Section 6.01 of the Master Lease is $2.95 per square foot; (ii) for
"Utility Costs and Expenses" as set forth in Section 6.02 of the Master Lease is
$1.40 per square foot; and (iii) for "Real Estate Taxes for the Parcel as set
forth in Section 6.03 and Section 9.01 of the Master Lease is $2.60 per square
foot.
7. Assignment of Master Lease. Sublessor assigns to Sublessee all rights
it has under the Master Lease except that Sublessor shall be under no obligation
to renew the Master Lease after November 30, 1999 and Sublessor does not assign
its interest in the security deposit deposited with the Landlord pursuant to the
Master Lease.
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8. Security Deposit.
8.1 Sublessee shall deposit in the attorney trust account maintained by
the attorney for Sublessor, upon execution of the Sublease, the sum of Nine
Thousand, Seven Hundred Thirty Dollars ($9,730.00) as security for Sublessee's
faithful performance of Sublessee's obligations hereunder ("Security Deposit").
8.2 If Sublessee fails to perform any of its other obligations hereunder,
Sublessor may use or apply all or any portion of the Security Deposit for the
payment of any rent or other amount then due hereunder and unpaid, for the
payment of any sum for which Sublessor may become obligated by reason of
Sublessee's default or breach, or for any loss or damage sustained by Sublessor
as a result of Sublessee's default or breach. If Sublessor so uses any portion
of the Security Deposit, Sublessee shall, within ten (10) days after written
demand by Sublessor, restore the Security Deposit to the full amount originally
deposited, and Sublessee's failure to do so shall constitute a default under
this Sublease. Within thirty (30) days after the Term has expired, or Sublessee
has vacated the Premises, or final adjustment has been made, whichever shall
last occur, and provided Sublessee is not then in default of any of its
obligations hereunder, the Security Deposit, or so much thereof as had not
theretofore been applied by Sublessor, shall be returned to Sublessee (without
interest) or to the last assignee, if any, of Sublessee's interest hereunder.
8.3 In the event that Sublessee pays Sublessor the Rent and Additional
Rent when due under this Sublease, and Sublessor then fails to pay the Landlord
the Rent and Additional Rent when due under the Lease, the attorney for
Sublessor, upon written demand by Sublessee shall return the Security Deposit to
Sublessee.
9. Use of Premises. The Premises shall be used and occupied only for
general office use and no other purposes.
10. Assignment and Subletting. Sublessee shall not assign this Sublease or
further sublet all or any part of the Premises without the prior written consent
of the Landlord. Sublessor shall use its best reasonable efforts to obtain said
prior written consent of Landlord.
11. Indemnification. Sublessee shall not do or permit to be done any act
or thing which will constitute a breach or violation of any of the terms,
covenants, conditions or provisions of the Master Lease. Sublessee will defend,
indemnify and hold harmless Sublessor and/or Landlord from and against all
losses, costs, damages, expenses and liabilities, including but not limited to
reasonable attorneys' fees, which Sublessor and/or Landlord may incur or pay out
by reason of any injuries or death to persons or damage to property occurring in
the Premises during the term of the Sublease or by reason of any breach or
default hereunder on Sublessee's part, or by reason of any work done in or to
the Premises during term of Sublease or any act or negligence on the part of
Sublessee, its agents, employees, guests, invitees and contractors in the
Premises. Sublessee shall in no case have any rights in respect of the Premises
greater than Sublessor's rights under Master Lease, and Sublessor shall have no
liability to Sublessee for any matter whatsoever for which Sublessor does not
have at least coextensive rights as Lessee,
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against the Landlord under the Master Lease. Notwithstanding the foregoing, this
section shall not reduce or minimize Sublessor's obligations under the Master
Lease.
12. Liability Insurance. Sublessee covenants to provide on or before the
Commencement Date and to keep in force during the Term hereof a comprehensive
general liability policy, including personal injury, property damage (including
broad form property damage, explosion, and collapse) and loss of use of property
of others, applicable to the Premises, with a combined single limit per person
and per accident of not less than One Million Dollars ($1,000,000.00). Such
policy which shall name Sublessor and Landlord as additional insureds, is to be
written by insurance companies licensed to do business in the State of New
Jersey. Prior to the time such insurance is first required to be carried by
Sublessee, and thereafter, at least fifteen (15) days prior to the expiration of
any such policy, Sublessee agrees to deliver to Sublessor either a duplicate
original of the aforesaid policy or a certificate containing an endorsement that
such insurance may not be canceled or materially changed except upon ten (10)
days' written notice to Sublessor, together with evidence of payment of the
premium. Sublessee's failure to provide and keep in force the aforementioned
insurance shall be regarded as a material default hereunder entitling Sublessor
to exercise any or all of the remedies as provided in the Sublease in the event
of Sublessee's default. Notwithstanding anything to the contrary contained in
this Sublease, the carrying of insurance by Sublessee in compliance with this
paragraph shall not modify, reduce, limit or impair Sublessee's obligations and
liability under paragraph 11 hereof.
Provisions of this section should not reduce or limit Sublessor's insurance
obligations under the Master Lease.
13. Other Provisions of Sublease. All applicable terms and conditions of
the Master Lease are incorporated into and made a part of this Sublease as if
Sublessor were the Landlord thereunder and Sublessee were the Tenant thereunder,
and the Premises were the Master Premises, except to the extent that the terms
of this Sublease and the Master Lease are inconsistent this Sublease shall
control.
Sublessee assumes and agrees to perform the Lessee's obligations under the
Master Lease during the Term to the extent that such obligations are applicable
to the Premises. Sublessee and Sublessor shall not commit or suffer any act or
omission that will violate any of the provisions of the Master Lease. Sublessor
shall exercise due diligence in attempting to cause Landlord to perform its
obligations under the Master Lease for the benefit of Sublessee. Sublessor shall
provide to Sublessee copies of all notices it receives from the Landlord, within
three (3) business days of receipt. If Landlord issues a notice of default,
Sublessee shall be entitled to cure such default, and Sublessor shall pay to
Sublessee reasonable costs and expenses incurred in curing the default, to the
extent the default was caused by Sublessor. If the Master Lease terminates, this
Sublease shall terminate and the parties shall be relieved of any further
liability or obligation under this Sublease, provided however, that if the
Master Lease terminates as a result of a default or breach by Sublessor or
Sublessee under this Sublease and/or the Master Lease, then the defaulting party
shall be liable to the nondefaulting party for all damage suffered as a result
of such termination. Notwithstanding the foregoing, if the Master Lease gives
Sublessor any right to terminate the Master Lease in the event of the partial or
total
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damage, destruction, or condemnation of the Master Premises of the building or
project of which the Premises are a part, the exercise of such right by
Sublessor shall not constitute a default of breach hereunder.
14. Attorney's Fees. If Sublessor or Sublessee shall commence an action
against the other arising out of or in connection with this Sublease, the
prevailing party shall be entitled to recover its costs of suit and reasonable
attorney's fees.
15. Real Estate Brokerage. Sublessee and Sublessor represent and warrants
that Xxxxxx, Xxxxx & Xxxxxxxxx, Inc. and Site Search of New Jersey are the
brokers with whom they have negotiated in bringing about this Sublease Agreement
and each party agrees to indemnify and hold the other party harmless from any
and all claims of other brokers and expenses in connection therewith arising out
of or in connection with such party's negotiation of or the entering into this
Sublease Agreement by Sublessor and Sublessee.
16. Alterations. Sublessor shall construct a fire suppression room in the
Premises and remove the office wall as described in Exhibit E in accordance with
the specifications provided by Sublessee using contractors acceptable to
Sublessee. Sublessee shall be responsible for the timely payment of the costs of
the contractors it approves to construct the fire suppression room and to remove
the wall. Sublessor shall be responsible for obtaining the Landlord's consent to
the above described alterations and for filing for the permits required by West
Windsor Township. Sublessee shall be responsible for the payment of the fees to
West Windsor Township for the permits. Sublessor is aware of no reason or no
prior consent required in order to make all the above described alterations to
the Premises other than as set forth in the Master Lease and the construction
permits required by the Township of West Windsor.
17. Full Agreement. The parties hereto have read this Sublease. It
contains their full agreement. It may not be changed except in writing signed by
the Sublessor and Sublessee.
SUBLESSOR:
The Presbyterian Homes of New Jersey
Foundation, Inc.
Date: July 1, 1997 By: /s/ Xxxxxx XxXxxxxxx
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Xxxxxx XxXxxxxxx, President
SUBLESSEE:
Anthra Pharmaceuticals, Inc.
Date: July 1, 1997 By: /s/ Xxxxxx Xxxxx
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Xx. Xxxxxx Xxxxx, COO
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