EXTENSION AND MODIFICATION AGREEMENT
Exhibit
10.5
This
Extension and Modification Agreement is made and entered into this 1st
day of
July, 2005, by and between XXXXXX ST. CORP. (“hereinafter referred to as
Landlord”) and ADVANCED BIOFRACTURES CORP. and BIOSPECIFICS TECHNOLOGY CORP.
(“hereinafter referred to as Tenant”).
WHEREAS,
a Commercial Lease Agreement has heretofore been entered into between Landlord
and Tenant, dated January 30, 1998, governing the premises known as 00 Xxxxxx
Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, which Lease commenced February 1, 1998
and
terminates January 31, 2005; and
WHEREAS,
the parties to said Lease and a related corporation, BIOSPECIFICS TECHNOLOGY
CORP., elect to extend that Agreement;
NOW,
THEREFORE, the Agreement is extended in its entirety except as modified as
follows:
ARTICLE
II – LEASE
TERM
Section
1. Total
Term of Lease.
The
Lease shall commence on July 1, 2005 and terminate on June 30,
2010.
ARTICLE
IV – DETERMINATION OF RENT
Section
1. Annual
Rent.
Shall
be amended to read “commencing on February 1, 2006, the annual rent for the term
of the Lease shall be One Hundred Fifty Thousand Dollars
($150,000.00).
Section
2. Payment
of Yearly Rent.
Shall
be amended to read a monthly payment of Twelve Thousand Five Hundred Dollars
($12,500.00).
ARTICLE
VI – TAXES
Section
2. Real
Estate Taxes.
Shall
be amended so that the second sentence shall read “From and after the
Commencement Date, the Tenant shall pay to the Landlord quarterly all real
estate taxes and assessments applicable to the Leased Premises, together
with
any interest and penalties lawfully imposed thereon as a result of Tenant’s late
payment thereof, which shall be levied upon the Leased Premises during the
term
of this Lease.”
ARTICLE
X – INDEMNITY BY TENANT
Section
1. Indemnity
and Public Liability.
Shall
be amended to read “liability insurance with limits of not less than two million
dollars” and $”500,000.00 property damage Insurance.”
ARTICLE
XIII – INSURANCE
Section
1. Insurance
Proceeds.
Shall
be amended to add the following at the beginning of the Section. Tenant shall
purchase and pay for a policy of insurance on behalf of the Landlord which
insures the premises for damage or destruction by virtue of any risks, including
terrorism.
Section
4. Rent
Insurance.
Tenant
shall purchase on behalf of the Landlord rent insurance for the term of the
Lease, including base rent and any additional rent for taxes and
assessment.
ARTICLE
XVIII – EXTENSIONS/WAIVERS/DISPUTES
Section
1. Extension
Period.
Shall
be amended to read the following: Providing Tenant is not in default under
any
of the provisions of this Lease, Tenant shall have the right to renew for
an
additional five (5) years at an annual increase of the CPI for each year
thereafter.
ARTICLE
XX – MISCELLANEOUS
Add
the
following:
Section
13. Net
Lease.
This
Lease shall be deemed and construed to be a “net lease” and Tenant shall pay to
the Landlord absolutely net through the term of this lease their rent,
additional rent, and other payments hereunder free of any charges, assessments,
imposition or deductions of any charges, assessments, imposition or deductions
of any kind and without abatement, deduction or offset unless the parties
agree
in writing and under no circumstances or conditions whether now existing
or
thereafter arising, or whether beyond the present contemplation of the parties
shall Landlord be expected or required to make any payment of any kind
whatsoever or be under any other obligation or liability hereunder except
as
herein otherwise expressly set forth.
IN
WITNESS WHEREOF, the parties hereto have executed this Extension and
Modification Agreement the day and year first above written or have caused
this
Extension and Modification Agreement to be executed by their respective officers
there unto duly authorized.
Signed,
sealed and delivered in the presence of:
| XXXXXX ST. CORP. | |||
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Witness
|
By:
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/s/
Xxxxx X. Xxxxxx
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Xxxxx
X. Xxxxxx, Pres.
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| ADVANCE BIOFACTURES CORP. | |||
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Witness
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By:
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/s/
Xxxxxx Xxxxxx
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Xxxxxx
Xxxxxx, EVP
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