EXHIBIT 10.35
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AGREEMENT
BETWEEN
CENTURY ASSOCIATE
("CENTURY")
AND
SYNAPTIC PHARMACEUTICAL CORPORATION
THIS AGREEMENT is made and entered into this 19th day of
November, 1997 (but shall be effective as of the Effective Date, as herein
defined, for all purposes), by and between Century Associates, a New Jersey
partnership, having an address c/o Sun Chemical, 000 Xxxxxx Xxxxx Xxxxx, Xxxx
Xxx, Xxx Xxxxxx 00000 (hereinafter sometimes referred to as "Century" and
sometimes referred to as "Sublessor") and Synaptic Pharmaceutical Corporation, a
Delaware corporation, having an address at 000 Xxxxxxx Xxxx, Xxxxxxx, Xxx Xxxxxx
(hereinafter sometimes referred to as "Synaptic" and sometimes referred to as
"Sublessee").
WITNESSETH:
WHEREAS, Century is the fee simple owner of the real property located
at 000 Xxxxxxx Xxxx, Xxxxxxx, Xxx Xxxxxx 00000, and more particularly described
in Schedule A attached hereto and made a part hereof ("Land"), together with the
buildings and other improvements located thereon ("Improvements") (such Land and
Improvements, collectively, "Paramus Facility");
WHEREAS, Century is also the Landlord under certain lease agreements
and amendments thereto listed on Schedule B attached hereto and made a part
hereof (collectively, "Xxxxxxxxx");
WHEREAS, International Playtex Corporation and International Playtex
Company, as successor to International Playtex Corporation (collectively,
"Playtex") was the tenant under the Xxxxxxxxx;
WHEREAS, Playtex Apparel, Inc. ("Apparel"), as assignee of Playtex, was
the sublessor under a certain Sublease with Neurogenetic Corporation, the
sublessee thereunder, dated October 31, l991, as amended by that certain First
Sublease Amendment, dated August, 1994 ("Sublease Amendment") (said Sublease and
Sublease Amendment, collectively, the "Sublease") pursuant to which Neurogenetic
Corporation leased space in the Improvements, more particularly described in the
Sublease ("Demised Premises");
WHEREAS, Synaptic is successor in interest to Neurogenetic
Corporation as sublessee under the Sublease;
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WHEREAS, the Term of the Xxxxxxxxx expires December 31, 1999
("Expiration Date") and it is anticipated that the Xxxxxxxxx will not be
extended and, accordingly, Century is negotiating with Apparel to terminate the
Xxxxxxxxx prior to the Expiration Date and to have Apparel assign to Century
Apparel's interest in the Sublease;
WHEREAS, upon such assignment, Century and Synaptic desire to amend the
Sublease for the Premises in certain respects as well as to provide for the
lease of certain additional space in the Improvements as such additional space
becomes available for lease;
WHEREAS, Synaptic has operated pursuant to the terms and provisions of
the Sublease since October 1991 and is desirous of continuing to do so to the
extent such terms and provisions may continue to apply to its respective rights
and obligations, as same may be amended by the terms and provisions of this
Agreement and, accordingly Century and Synaptic each agree and acknowledge that
it is their respective intent and desire that, notwithstanding the earlier
termination of the Xxxxxxxxx, the Sublease will remain in full force and effect,
as hereby amended, as a direct lease between Century and Synaptic, the terms and
provisions of the Sublease, as amended by this Agreement, shall constitute the
terms and provisions of a direct lease between Century and Synaptic (such
Sublease, as amended by this Agreement, "Lease"); Century will become the
successor to Apparel as Sublessor under the Sublease and Synaptic will continue
to be the Sublessee and, notwithstanding such designation as Sublessor and
Sublessee, Century will be the Landlord and Synaptic will be the Tenant under
the direct Lease;
WHEREAS, it is also the intent of the parties hereto that, if Century
acquires the interest of Playtex under the Xxxxxxxxx, no merger of Century's
positions as Landlord and Tenant thereunder shall be deemed to have occurred
and, while the Xxxxxxxxx shall terminate as of the Effective Date, as such term
is hereinafter defined, it will nevertheless remain in full force and effect as
between Sublessor and Sublessee for the sole purpose of interpreting the rights
and obligations of the parties under the Lease as necessary;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. The recital clauses are hereby incorporated herein in full as though
set forth verbatim and at length herein. A capitalized term used herein but not
defined herein shall have the meaning given such term in the Sublease.
2. This Agreement shall be effective on January l, 2000, or such
earlier date, as designated by Sublessor by notice to Sublessee, upon which
Century succeeds to the interests of Apparel as sublessee under the Xxxxxxxxx
and sublessor under the Sublease ("Effective Date"). If the Effective Date
occurs before January 1, 2000, the period commencing on the Effective Date and
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ending on December 31, 1999 (such period, the "Add-on Period") shall be added to
the Term. The parties hereto acknowledge and agree that, if Apparel extends the
term of the Xxxxxxxxx, this Agreement shall be deemed null and void ab initio.
3. This Agreement modifies, amends and supplements the Sublease. Any
conflict between the terms and provisions of this Agreement and the terms and
provisions of the Sublease shall be controlled by the terms of this Agreement.
In all other respects, the Sublease shall remain in full force and effect.
4. All of the obligations contained in the Xxxxxxxxx conferred and
imposed upon Sublessor (as successor of the lessee therein), except as modified
and amended by the Lease, are hereby conferred and imposed upon Sublessee with
respect to the Demised Premises. Any rights granted to Sublessor (as successor
of the lessee therein) are not hereby granted to Sublessee and Sublessee shall
have only those rights as are specifically set forth in the Lease. Sublessee
covenants and agrees to fully and faithfully perform the terms and conditions of
the Xxxxxxxxx and the Lease on its part to perform with respect to the Demised
Premises. Sublessee agrees as an express inducement for Sublessor's executing
this Agreement that, if there is any conflict between the provisions of the
Lease and the provisions of the Xxxxxxxxx which would permit Sublessee to do or
cause to be done or suffer or permit any act or thing to be done which is
prohibited by the Xxxxxxxxx, then the provisions of the Xxxxxxxxx shall prevail,
provided that, notwithstanding the foregoing, Paragraph 9 D of the Sublease
shall in no way be amended by the foregoing. At the request of Sublessee,
Sublessor agrees that it will use reasonable efforts to incorporate the terms
and provisions of the Xxxxxxxxx as well as the terms and provisions of the Lease
into one document.
5. (a) Paragraph 1 A of the Sublease, as amended by the
Sublease Amendment, is hereby deleted and restated in its
entirety as follows:
"A. "Sublessor does hereby lease to Sublessee and Sublessee
does hereby take from Sublessor the Demised Premises "AS IS
WHERE IS" at the rent and upon the terms and conditions herein
stated, for the Term, as hereinafter defined. When the
Effective Date occurs, the term of the Sublease will expire
and the Term of this Lease will commence and such term will
expire, unless sooner terminated in accordance with the terms
of this Lease, at midnight on December 31, 2015 ("Expiration
Date") (such period from the Effective Date to the Expiration
Date, inclusive, herein referred to as the "Term"). If the
Effective Date occurs on a day that is not the first day of
the month, Annual Base Rent for the initial fractional month
of the Term, if any, shall be prorated and paid, together with
the
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first monthly installment of Annual Base Rent due for the
Term. As used herein, the term "Demised Premises" shall
include (i) a minimum of 41,274 rentable square feet on the
Effective Date, exclusive of Sublessee's pro-rata share of the
rentable square feet of the Cafeteria (such 41,274 rentable
square feet and its pro-rata share of the Cafeteria,
collectively, the "Current Space"); (ii) the additional space
more particularly described on Schedule C attached hereto and
made a part hereof currently occupied by Playtex Products
Inc., which space shall be added to the Current Space as of
the day ("Expansion Date") after the day on which Playtex
Products Inc. vacates its space, with the result that the
Current Space will be increased as of the Expansion Date to
73,918 rentable square feet (such 73,918 rentable square feet,
the "Minimum Rentable Square Feet"); and (iii) the additional
space more particularly described on Schedule D attached
hereto and made a part hereof as same shall be added in
accordance with the terms of Paragraphs 35 hereof to the space
theretofore leased by Sublessee.
(b) Paragraphs 1 B and
1 C are deleted in their
entirety.
6. (a) Paragraph 4 A, as modified by the Sublease Amendment, is hereby
further modified as follows:
"From the Expansion Date, Sublessee shall pay to Sublessor during the
Term a fixed basic rent per annum, absolutely net ("Annual Base Rent")
as follows:
(i) for Lease Years 1-5, calculated at the annual
rate of $13.00 per rentable square foot [based on the
Minimum Rentable Square Feet, $960,934 per Lease Year
($80,077.83 per month)];
(ii) for Lease Years 6-10, calculated at the rate of
$16.00 per rentable square foot [based on the Minimum
Rentable Square Feet, $1,182,688 per Lease Year
($98,557.33 per month)]; and
(iii) for Lease Years 11-15, calculated at the rate
of $20.00 per rentable square foot [based on the
Minimum Rentable Square Feet, $1,478,360 per Lease
Year ($123,196.67 per month)]; .
"Lease Year" shall mean the period commencing on the Effective Date (or
the first day of the month immediately following the Effective Date if
the Effective Date is not the first day of the month), or any
anniversary thereof occurring during the Term, and ending on the last
day of the
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12 month period immediately following the date on which the Lease Year
commenced, or the anniversary thereof, as the case may be. Sublessor
and Sublessee agree that (i) the aforesaid Annual Base Rent shall apply
to the Add-on Period and that the term "Lease Years 1-5" shall be
deemed to be increased by the Add-on Period if the Expansion Date
occurs prior to January 1, 2000; and (ii) notwithstanding anything
herein to the contrary, from the Effective Date until the day prior to
the Expansion Date, Annual Base Rent and Sublessee's percentage share
of Operating Costs, but not the components of such Operating Costs,
shall be as stated in the Sublease."
(b) Paragraphs 4 B and 4 C are hereby deleted and Paragraph 4
B is restated in its entirety as follows:
"The Annual Base Rent shall be adjusted, as of the date such
space becomes available to Sublessor for lease, by the number
of rentable square feet of space in excess of the Minimum
Rentable Square Feet added to the Demised Premises during the
Term, calculated at the annual rate then in effect pursuant to
Paragraph 4 A per rentable square foot. [In no event will the
total rentable square feet of the Demised Premises during the
Term be less than the Minimum Rentable Square Feet, it being
understood by the parties hereto that Sublessor is entering
into this Lease on the condition that Sublessee be deemed to
have leased the Minimum Rentable Square Feet on the Expansion
Date.] The parties shall execute and deliver a supplemental
agreement which shall be attached hereto and made a part
hereof as Schedule D specifying the total rentable square feet
of such added space. The Annual Base Rent and Sublessee's
share of Operating Costs shall be appropriately adjusted,
provided, however, that, if Sublessee leases space in excess
of the Minimum Rentable Square Feet prior to January 1, 2000,
the Annual Base Rent with respect to such rentable square feet
in excess of the Minimum Rentable Square Feet shall be
appropriately adjusted as of January 1, 2000."
7. (a) Paragraph 5 is hereby modified to add the
following in line 3 before the words "Real Estate
Taxes":
"other operating expenses,if any, incurred by Sublessor in
maintaining, repairing, and replacing the Building systems,
roof, structural components, public halls and stairways, smoke
detectors and alarm systems, and the exterior portions of the
Paramus Facility,"
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(b) Paragraph 5(a) is deleted and restated in its
entirety as follows:
"Sublessee's share of Operating Costs shall be the ratio of
the total rentable square feet of the Demised Premises from
time to time to 110,666 (which is the total rentable square
feet of the Paramus Facility), provided, however, that no
adjustment shall be made which would result in a reduction of
Sublessee's share of Operating Costs. Based upon the Demised
Premises having the Minimum Rentable Square Feet, Sublessee's
share of Operating Costs is 66.8%. Operating Costs shall mean
the actual costs, without duplication, paid or accrued,
incurred by the Sublessor during each calendar year. Sublessee
acknowledges and agrees that this Lease is triple net and that
Operating Costs shall include, without limitation, all
expenses incurred by Sublessor in maintaining the Paramus
Facility, including, the Cafeteria, in accordance with
Paragraph 13 B, as well as the cost to Sublessor of hiring and
retaining a Building maintenance person."
(c) Paragraph 5 A (b) is hereby modified to delete the last
two sentences thereof.
8. Paragraph 6 A is hereby modified to add to following as the first
subparagraph thereof:
"(a) Sublessee shall be responsible for, and shall perform, at
its own cost and expense, using licensed and insured
contractors and subcontractors, all alterations within the
Demised Premises, including the construction of all demising
walls. Not later than 30 days prior to commencing any such
alterations, Sublessee shall obtain from its contractors and
subcontractors performing construction activities at the
Paramus Facility and deliver to Sublessor evidence of
insurance coverages, which shall be primary to the insurance
maintained by Sublessee and shall name Sublessor as an
additional insured, in amounts and forms reasonably
satisfactory to Sublessor."
and to renumber the following paragraph as "6 A(b)".
9. Paragraph 8 C (d)(i) is hereby modified to add "to be" prior to
"paid" in line 4 thereof.
10. Paragraphs 9E and 9F are hereby deleted in their entirety.
11. (a) Paragraph 10 B (2) is hereby modified to replace "$4,000,000"
with "$5,000,000" in lines 3 and 5 thereof;
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(b) Paragraph 10 is hereby further modified to add the
following as new subparagraph E:
"E. To the maximum extent permitted by law, Sublessee
agrees that Sublessor shall not be responsible or
liable to Sublessee or to those claiming by, through or
under Sublessee, for any loss or damage to property of
Sublessee or of others that may be placed or contained
within the Demised Premises."
12. Paragraph 11 is hereby modified to replace "ten (10)" with "twelve
(12)" in line 24, and to add the following in line 27 after "Section 11A":
"which right shall be exercised by Sublessee's delivery to
Sublessor within 30 days of the expiration of such 12 month
period of written notice of Sublessee's irrevocable election
to terminate as of the date specified in such notice, provided
however that Sublessor may negate such termination by
Sublessee by completing such restoration of the Demised
Premises within 30 days of Sublessor's receipt of Sublessee's
termination notice."
13. (a) Paragraph 12 A is hereby modified as follows:
In line 3 after the word "expense", insert the following,
"maintain the Demised Premises in compliance with and shall".
(b) Paragraph 12 B is hereby modified as follows:
In line 6, after the word "ECRA", add the following to the end
of the sentence:
"as amended by the Industrial Site Recovery Act of 1993; the
regulations promulgated thereunder and any successor or
amended legislation or regulations ("ISRA")."
and the term "ECRA" is replaced with the term "ISRA"
throughout Paragraph 12.
(c) Paragraph 12 B (ii) is hereby modified as follows:
In line 3, replace the word "achieve" with the word "obtain";
in that same line, after the word "Declaration" insert the
word "Approval"; in that same line, after the word "ECRA" add
a comma; in line 4, delete the words "completion of a cleanup
plan as defined in ECRA" and replace it with the words "shall
obtain an unconditional no further action letter from the New
Jersey Department of Environmental Protection";
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and at the end of this paragraph (ii), add the following
sentence:
"In no event shall any cleanup by the
Sublessee involve the use of engineering or
institutional controls, or a groundwater
classification exception area."
(d) Paragraph 12 B (iii) is hereby modified as
follows:
In line 3, after the word "materials", add the words
"issued or received by the Sublessee."
(e) Paragraph 12 G is hereby modified as follows:
In line 1, replace the word "premises" with the words "Demised
Premises" and in line 3, replace the word "Sublessor" with the
word "Sublessee".
14. (a) Paragraph 13 A is hereby modified as follows:
In line 3, add the words: "including, without limitation, the
roof and structural components of the Demised Premises, the
building plumbing and electrical systems and equipment located
within the Demises Premises for general supply of water, heat,
air conditioning, gas and electricity, the existing HVAC
system, alarm system and smoke detectors within the Demised
Premises" after the words "Demised Premises"; and in line 6,
delete "(other than structural and other repairs which are the
responsibility of Sublessor pursuant to subsection B), subject
to latent defects which Sublessor shall be required to
correct" and replace such phrase with the phrase: "(other than
repairs which are the responsibility of the building
maintenance person pursuant to Paragraph 13 B below)".
(b) Paragraph 13 B is hereby deleted and replaced in
its entirety as follows:
"Sublessor will provide a building maintenance person.
Sublessee shall be responsible for payment of its pro-rata
share, determined as provided in Paragraph 5 (a) above, of the
costs and expenses incurred by Sublessor in performing this
service, including the cost of hiring and maintaining a
Building maintenance person (such costs and expenses,
collectively, "Janitorial Costs") as Additional Rent."
(c) Paragraph 13 C is hereby modified to delete the following:
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"Except as otherwise specified herein (including, without
limitation, Sublessor's obligations with respect to Casualty
Damage," in lines 1-3; and "(except for latent defects which
are not readily apparent by inspection, which Sublessor shall
repair)" in lines 11- 13;
and to add the following as the last sentence thereof:
"Sublessee accepts the existing HVAC system and other building
systems, the roof and structure of the Demised Premises, and
the exterior portions of the Paramus Facility "AS IS" and
hereby assumes the full and sole responsibility, at its own
cost, for the condition, operation, repair, replacement,
maintenance and modification of the Demised Premises."
15. Paragraph 16 E (2) is hereby modified to add the following prior to
the period in the last sentence thereof:
"except as otherwise specifically provided in this Lease with
respect to any obligation of Sublessee to indemnify Sublessor
that survives termination of this Lease"
16. Paragraph 20 is hereby deleted and restated in its entirety as
follows:
"Subject to compliance by Sublessee with the terms and
conditions of the operating agreement to be entered into
between Sublessor and Sublessee and other tenants of the
Paramus Facility which shall provide for the operation by such
tenants, including Sublessee, of the Cafeteria in the Paramus
Facility at their own cost and expense, allocated on a
pro-rata basis which, as to Sublessee, shall be based upon the
total rentable square feet of the Demised Premises determined
in accordance with Paragraph 4 B above, Sublessee shall have a
non-exclusive license to use such Cafeteria for its employees
and business invitees at Sublessee's risk and expense on the
same terms as other tenants of the Paramus Facility are
permitted to use such Cafeteria and subject to compliance with
such reasonable rules and regulations as may be promulgated by
Sublessor from time to time regarding the use of the Cafeteria
which shall be applied uniformly to all such tenants and
enforced without discrimination. Nothing herein shall obligate
Sublessor, its successors or assigns, to continue to operate
or maintain the Cafeteria, or any cafeteria, in the Paramus
Facility and, if Sublessee shall fail to comply with its
obligations hereunder or under the operating agreement, the
license herein granted to Sublessee to use, operate, and
maintain the
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Cafeteria shall be discontinued or suspended, at the election
of Sublessor. In such event, there shall be no adjustment to
Rent as a result thereof, except that no further pro-rata
allocation with respect to the Cafeteria shall be payable by
Sublessee in the event and from and after the date that the
license is suspended or discontinued, and Sublessor reserves
the right to lease the Cafeteria space to a third party for
use as a cafeteria or for any other use."
17. Paragraph 26 H is hereby modified to replace the addressees therein
specified with the following:
"As to Sublessor:
Xx. Xxxxxx Xxxxxxxx
Century Associates
c/o Sun Chemical
000 Xxxxxx Xxxxx Xxxxx
Xxxx Xxx, Xxx Xxxxxx 00000
As to Sublessee:
Mr. Xxxxxx Xxxxxx
Chief Financial Officer
Synaptic Pharmaceutical Corporation
000 Xxxxxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000"
and to replace the telephone numbers therein specified as
follows:
"Sublessor: (000) 000-0000
Sublessee: (000) 000-0000"
18. Paragraph 26 G is hereby modified as follows:
In line 1, delete the word "NO"; in line 3, delete the word
"Sublease" and add the words "Lease, other than Xxxxxxx &
Wakefield of New Jersey, Inc. (the "Broker") immediately prior
to the period; in line 7, add the word "other" immediately
prior to the word "realtors"; in lines 9 and 13, replace the
word "Sublease" with "Lease"; and add the following as the
last sentence of the Paragraph:
"Sublessor shall pay the brokerage commission due
Broker pursuant to the terms of a separate agreement
with Broker."
19. The following provisions shall be added to the Existing Lease as
indicated:
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(a) Add as new Paragraph 27:
"27. SUBLESSOR'S EXCULPATION.
Notwithstanding anything contained in this Lease to the
contrary, it is specifically agreed that there shall be no
personal liability on the part of the Sublessor, or
Overlandlord, and/or their respective employees, agents,
directors, officers, shareholders, partners, constituent
members, successors or assigns, with respect to any of the
terms, provisions, covenants and conditions of this Lease and
Sublessee agrees to look solely to Sublessor's interest in the
Paramus Facility for the recovery of any judgment against
Sublessor. The foregoing is not intended to and shall not
limit any right that Sublessee may have to pursue a suit for
injunctive relief or specific performance of the obligation
that is the subject of any breach or default on the part of
Sublessor under this Lease. The within exculpation of personal
liability shall be absolute and without exception. The term
"Sublessor" as used in this sublease shall mean the owner of
the Sublessor's interest, whether fee or leasehold, in the
Paramus Facility, or any portion thereof, and if any such
interest be sold or transferred, the seller shall be entirely
relieved of all covenants and obligations under this Lease."
(b) Add as new Paragraph 28:
"28. LEASE MODIFICATION.
If in connection with obtaining financing for the Paramus
Facility, or any part thereof, or interest therein, a bank,
insurance company or other recognized institutional lender
shall request reasonable modifications in the Lease as a
condition to such financing, Sublessee will not unreasonably
withhold, delay or defer its consent thereto, provided that
such modifications do not increase the obligations of
Sublessee hereunder or materially decrease the obligations of
Sublessor hereunder. In addition thereto, Sublessee shall
furnish to any such mortgagee or proposed mortgagee copies of
Sublessee's latest financial statements duly certified by an
independent certified public accountant, or if no such
certified statement is available, then such statements shall
be certified by the chief financial officer of Sublessee."
(c) Add as new Paragraph 29:
"29. LIENS.
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Sublessee shall not do any act, or make any contract, which
may create or be the foundation for any lien or other
encumbrance upon any interest of Sublessor or any ground or
underlying lessor, in any portion of the Paramus Facility. If
any construction lien claim or other lien (collectively,
"Lien"), charge or order for the payment of money or other
encumbrance shall be filed against Sublessor and/or any such
ground or underlying lessor and/or any portion of the Paramus
Facility (whether or not such Lien, charge, order, or
encumbrance is valid or enforceable as such) which names
Sublessee as the debtor or obligor or alleges that Sublessee
is the debtor or obligor, Sublessee shall, at its own cost and
expense, cause same to be discharged of record or bonded
within 15 days after Sublessee's receipt of notice of the
filing thereof, and Sublessee shall indemnify and save
harmless Sublessor and all such ground and underlying
lessor(s) against and from all costs, liabilities, suits,
penalties, claims, and demands, including reasonable attorney
fees, resulting from Sublessee's failure to discharge same
within such period. If Sublessee fails to comply with the
foregoing provisions, Sublessor shall have the option of
discharging or bonding any such Lien, charge, order, or
encumbrance, and Sublessee agrees to reimburse Sublessor for
all costs, expenses and other sums of money in connection
therewith as Additional Rent with interest at the maximum rate
permitted by law, which shall accrue from the date due until
paid, promptly upon demand. All materialmen, contractors,
artisans, mechanics, laborers, and any other persons now or
hereafter contracting with Sublessee or any contractor or
subcontractor of Sublessee for the furnishing of any labor,
services, materials, supplies, or equipment with respect to
any portion of the Demised Premises, at any time from the date
hereof until the end of the Term, are hereby charged with
notice that they look exclusively to Sublessee to obtain
payment for same." (d) Add as new Paragraph 30:
"30. SUBLESSOR'S RESERVED RIGHTS.
Sublessee acknowledges that the Paramus Facility is
not open to the general public. Access to the Paramus
Facility is restricted to Sublessor, Sublessee, their
agents, employees, and their invited visitors. In the
event of a labor dispute including a strike,
picketing, informational or associational activities
directed at Sublessee or any other tenant, Sublessor
reserves the right, on such notice to Sublessee as is
reasonably practicable, unilaterally to alter
Sublessee's
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ingress and egress to the Demised Premises or make
any other change in operating conditions to restrict
pedestrian, vehicular or delivery ingress and egress
to a particular location. Additionally, Sublessor
reserves unto itself all rights not granted to
Sublessee in this Lease, including, by way of
example, the right to change the name by which the
Paramus Facility is commonly known."
(e) Add as new Paragraph 31:
"31. SUBLESSOR'S RIGHT TO MORTGAGE/ASSIGN.
Notwithstanding any other provision of this Lease to the
contrary, Sublessor, and any successor or assignee of
Sublessor, may convey all or any portion of its interest in
Sublessor, this Lease, the Paramus Facility
or the Demises Premises. Sublessor shall also have the right
from time to time to pledge, mortgage or encumber its
Interests in the Demised Premises and the Paramus Facility.
Any provision of this Lease to the contrary notwithstanding,
the provisions of any such mortgage shall govern in the event
of Casualty Damage or a Taking of the Demised Premises,
including, without limitation, the disposition of any
insurance proceeds payable in the case of Casualty Damage and
of awards payable in connection with such Taking. Sublessor
shall provide Sublessee with notice of such mortgage."
(f) Add as new Paragraph 32:
"32. ASBESTOS REMEDIATION.
Sublessee agrees that it shall have the obligation to promptly
remove or encapsulate asbestos present within the Demised
Premises (which term, for purposes of this Paragraph 32, shall
include the space attributable to Sublessee plus Sublessee's
pro-rata share of the common areas of the Building), at its
costs and expense, in compliance with Laws. Sublessee
acknowledges that prior to the date of this Lease, Sublessee
will inspect the Demised Premises for the purpose of
determining the presence, if any, of asbestos, and the costs
of removing or encapsulating same in compliance with Laws
("Asbestos Remediation Costs"). As a result of such
inspection, Sublessee has determined that asbestos is present
within the Demised Premises. Sublessee represents to Sublessor
that, pursuant to its agreement with Sublessor respecting
same, the Asbestos Remediation Costs for remediation of VAT
tile located in areas of the Demised Premises that are not
utilized as laboratory space (such space, "Non-Laboratory
Space") will be determined on the basis of
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encapsulation of such VAT tile rather than removal of same. If
the Asbestos Remediation Costs actually incurred by Sublessee
exceed $100,000, Sublessor hereby agrees that, upon submission
of evidence reasonably satisfactory to it of such
expenditures, it will reimburse Sublessee in the form of a
rental credit applied in equal monthly installments to the
Annual Base Rent due hereunder during Lease Years 1 and 2, for
the amount of such Asbestos Remediation Costs in excess of
$100,000; provided, however, that Sublessor's obligations
under this Paragraph 32 shall not exceed $133,600 in the
aggregate and Sublessor shall have no obligation to pay for
the cost of removal of VAT tile from the Non-Laboratory Space.
Sublessee shall be responsible for payment of all of the costs
of removal of asbestos from the Demised Premises in excess of
$233,600. Notwithstanding the foregoing, Sublessor reserves
the right to have its contractor determine the cost of removal
of the asbestos and, if such contractor's estimate is lower
than that provided by Sublessee, Sublessee agrees that, at the
election of Sublessor, such removal will be performed by
Sublessor's contractor. The provisions of this Paragraph 32
shall survive expiration or earlier termination of this
Lease."
(g) Add as new Paragraph 33:
"33. REPRESENTATIONS AND WARRANTIES.
Sublessee hereby reaffirms all of its representations in the
Sublease including, without limitation, those set forth in
Paragraph 9 of the Sublease and in Paragraph 6(a) of the
Sublease Amendment."
(h) Add as new Paragraph 34:
"34. LOADING DOCKS.
Sublessee shall have control of the loading docks at the
Paramus Facility provided that Sublessor and other tenants of
the Paramus Facility shall not at any time during the Term be
precluded from using such loading docks. Sublessee agrees to
cooperate with Sublessor and such other tenants in their
respective use of the loading docks."
(i) Add as new Paragraph 35:
"35. RIGHT OF FIRST OFFER
A. Subject to and in accordance with the provisions
of this Paragraph 35 and provided that Sublessee is not
14
then in default of the provisions of this Lease, Sublessor
agrees that if, as and when space in the Paramus Facility not
then included in the Demised Premises becomes available (such
space, the "Available Space"), Sublessor will notify Sublessee
thereof and of the terms and conditions pursuant to which
Sublessor will lease such Available Space (such notice,
"Availability Notice"). If Sublessee elects to add the
Available Space to the Demised Premises on the terms and
conditions set forth in the Availability Notice, Sublessee
shall deliver notice of its election ("Expansion Election
Notice") to Sublessor within fifteen (15) days of the date of
Sublessee's receipt of the Availability Notice. Sublessee
agrees that, if it fails to deliver the Expansion Election
Notice as and when aforesaid, it shall be deemed to have
elected not to lease the Available Space and to have forever
waived its right to exercise its option to add the Available
Space to the Demised Premises and Sublessor shall have the
right to lease the Available Space to a third party free and
clear of any claim of Sublessee thereto. Notwithstanding such
waiver, however, Sublessor agrees that if the Available Space
is offered to a third party at an annual base rent less than
ten percent (10%) of the annual base rent set forth in the
Availability Notice, Sublessor will notify Sublessee of such
reduction (such notice, "Reduction Notice") and Sublessee
shall have five (5) days from its receipt of such Reduction
Notice to deliver its Expansion Election Notice to Sublessor.
If Sublessee elects to add the Available Space to the Demised
Premises, such Available Space shall be added to the Demised
Premises for all purposes under this Lease and on the terms
and conditions as are then in effect as modified by the terms
and conditions of the Availability Notice, and/or the
Reduction Notice, as applicable, as of the earlier of the date
listed in the Expansion Election Notice or the date that is
thirty (30) days from the date of the Availability Notice or
Reduction Notice, if applicable. Any termination, expiration,
cancellation or surrender of this Lease shall terminate any
right or option to expand provided for in this Paragraph 35
not yet exercised. Said right or option may not be separately
sold, assigned or otherwise transferred.
20. Paragraphs 6 (a), 8, 9 and 10 of the Sublease Amendment are hereby
deleted in their entirety.
21. Schedule C, Subparagraph (a) is hereby modified as follows:
(a) replace the word: "Building" with the words:
"Paramus Facility" throughout;
15
(b) add the following at the end of the subparagraph:
"If at any time during the Term of this Lease the methods of
taxation shall be altered so that, in addition to or in lieu
of or as a substitute for the whole or any part of real estate
taxes there shall be levied, assessed or imposed (i) a tax,
license, fee or other charge on the rents received, or (ii)
any other type of tax or other imposition in lieu of, or as a
substitute for, or in addition to the whole or any portion of
any real estate taxes, then the same shall be included as Real
Estate Taxes under this Lease."
The submission of this Agreement does not constitute an offer,
and this Agreement shall become effective only upon execution and delivery
thereof by Sublessor and Sublessee.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
WITNESS: CENTURY ASSOCIATES
By: J&E of Paterson, Inc.
-------------------- /s/ Xxxxxx Xxxxxxxx
-------------------
President
ATTEST: SYNAPTIC PHARMACEUTICAL
CORPORATION
-------------------- By:/s/Xxxxxx X. Xxxxxx
-------------------
Its:
16
STATE OF NEW JERSEY
COUNTY OF BERGEN
)
)
)
SS.:
I CERTIFY that on November 19, 1997, Xxxxxx Xxxxxxxx
personally came before me and acknowledged under oath, to my satisfaction, that
this person
(a) is named in and personally signed the attached
document; and
(b) signed, sealed and delivered this document on behalf of the
Partnership.
/s/ Xxxxxxxx Xxxxxxx
-----------------------------
Attorney at Law
State of New Jersey
STATE OF NEW JERSEY
COUNTY OF BERGEN
)
)
)
SS.:
I CERTIFY that on October 17, 1997, Xxxxxx X. Xxxxxx
personally came before me and this person acknowledged under oath, to my
satisfaction, that:
(a) this person signed, sealed, and delivered the attached
document as
(b) the proper corporate seal was affixed; and
(c) this document was signed and made by the corporation as its
voluntary act and deed by virtue of authority from its Board
of Directors.
/s/ Xxxxxx Xxxxxxxxx
------------------------------
Notary Public
17
SCHEDULE A
DESCRIPTION OF THE LAND
18
SCHEDULE B
INSTRUMENTS COMPRISING XXXXXXXXX
1. Lease Agreement dated February 4, 1969
Century Associates (Landlord)
International Playtex Corporation (Tenant)
2. Land Lease Agreement dated June 21, 1973
Century Associates (Landlord)
International Playtex Corporation (Tenant)
3. Lease Agreement dated October 7, 1974
Century Associates Landlord)
International Playtex Company, Division of Rapid-
America Corporation (Tenant)
4. Amendment to Lease dated August 7, 1973
Century Associates (Landlord)
International Playtex Corporation (Tenant)
5. Amendment to Lease dated August 30, 1973
Century Associates (Landlord)
International Playtex Corporation (Tenant)
6. Amendment to Lease Agreement dated October 7, 1974
Century Associates (Landlord)
International Playtex Company, Division of Rapid-
American Corporation (Tenant)
7. Letter Agreement dated May 30, 1974
Century Associates (Landlord)
International Playtex Company, Division
of Rapid - American Corporation (Tenant)
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SCHEDULE C
DEMISED PREMISES
Space A: approximately 42,000 square feet, 28,474 square feet of
which is located in the northwest part of the Paramus
Facility and 12,800 square feet of which is located in
the northeast part of the single story center section
of the Paramus Facility, each as shown stripped on
Schedule A attached hereto and made a part hereof;
Space B: approximately 15,000 square feet on the second floor of
the east wing of the Paramus Facility;
Space C: approximately 3,000 square feet of space adjacent to
Space A;
Space D: approximately 8,000 square feet of laboratory space,
adjacent to Space A;
Space E: approximately 5,000 square feet adjacent to Space A;
Space F: approximately 37,000 square feet now or formerly
occupied by Playtex Apparel Inc. or AOE if, as and when
same, or any portion thereof, shall become available
for lease ("Playtex Space");
each as identified as such on Schedule C-l attached hereto and made a part
hereof, plus, in each case, Sublessee's pro-rata share of the total rentable
square feet of the Cafeteria.
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SCHEDULE D
[GRAPHIC OMITTED]
21
