Exhibit 10.6
SUBLEASE AGREEMENT
This Sublease is entered into the _____ day of ____________,2002, by and
between SGS U.S. Testing Company Inc. ("Sublessor"), and Astralis Ltd.
("Sublessee"), as a sublease under the Lease between Sublessor and Xxxxx
X. Brass and Company ("Lessor") dated April 13, 1995 that is attached
hereto as Exhibit A and incorporating all of its later modifications
(if any).
1. PROVISIONS CONSTITUTING Sublease
1.1 Lease. This Sublease is subject to all of the terms and conditions of
Exhibit A, except as specifically modified herein and Sublessee shall
assume and perform the Sublessor's obligations as Lessee in said Lease
insofar as they may relate directly or indirectly to the subleased
Premises or Sublessee's use thereof. Sublessee shall not commit or permit
to be committed on the subleased Premises any act or omission which shall
violate any term or condition of the Lease. Sublessee shall fully defend
and completely indemnify Sublessor from and against any claims, lawsuits,
or actions of any nature, and brought against Sublessor by any third party
(including, but not limited to, Lessor and/or any governmental entity),
alleging that Sublessee or its employees, officers, agents, or invitees
are in violation of any term or condition of the Lease, or alleging any
violation of any law or regulation in connection with Sublessee's
activities at the subleased Premises, and/or alleging that Sublessor is
responsible in any manner for such. In the event of the termination of
Sublessor's interest as Lessee under the Lease for any reason, then this
Sublease shall terminate coincidentally therewith without any liability or
obligation of any nature of Sublessor to Sublessee.
1.2 Incorporation of Lease. All of the terms and conditions contained in
the Lease and any of its later modifications (if any) are incorporated
herein as terms and conditions of this Sublease (with each reference
therein to Lessor and Lessee to be deemed to refer to Sublessor and
Sublessee, respectively) and along with all of the following paragraphs
set out in this Sublease, shall be the complete terms and conditions of
this Sublease.
1.3 Consent of Lessor. This Sublease is subject to the prior affirmative
consent of Lessor. If Lessor declines to affirmatively consent to this
Sublease for any reason or for no reason at all, this Sublease shall be
null and void and Sublessor shall have no liability or obligation of any
nature to Sublessee.
2. PREMISES
2.1 Sublessor leases to Sublessee and Sublessee hires from Sublessor the
following described Premises: A total of approximately 5000 rentable
square feet, located at 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000
("the Building") and comprised as follows: Approximately 2800 rentable
square feet of General Laboratory space; and approximately 700 rentable
square feet of Animal Retention space; and approximately 1500 rentable
square feet of General Office space.
2.2 Sublessee acknowledges that it has carefully examined the subleased
premises, that the premises are in satisfactory and acceptable condition,
and that it accepts the premises "AS IS".
2.3 At Sublessee's option and at Sublessee's own cost and expense, and
only if prior affirmative consent is received from the Lessor and all
necessary permits first secured from the township of Fairfield, Sublessee
shall be permitted to install new additional windows and a new additional
separate entrance and sidewalk along the front of the building facing
Passaic Avenue, as requested in the letter and accompanying diagram that
were dated January 29, 2002 from Xxxxxxx Xxx Xxxxxx, Xx. of Xxxxxxxx Xxxx
Company and sent to Xxxxx Xxxxx of Insignia ESG. This is fully contingent
upon the Lessor and the Township of Fairfield (through its granting of all
and any necessary permits) affirmatively providing prior approval.
2.4 If any additional rentable space should become available at the
Building during the term of this Sublease, and if Sublessor should
choose (at Sublessor's option) to sublet such space to another
party, and if Lessor should affirmatively consent for Sublessor to
offer such additional space to Sublessee, Sublessor shall give
Sublessee the right
of first refusal to sublease such additional space from Sublessor.
The right, if any, of Sublessee to rent such additional space under
this paragraph shall be fully subject to the prior affirmative
consent of the Lessor.
3. TERM
3.1 Term. The term of this Sublease shall be for a period commencing on
__________ ___, 2002 and ending on July 31, 2005 unless sooner terminated
pursuant to any provision hereof.
3.2 Termination. Sublessor shall have the right, in its sole discretion,
to terminate this Sublease at any time and for any reason contained in
this Sublease, and/or if Sublessee should fail to timely and completely
comply (or fail to maintain continuous total compliance) with any of the
requirements imposed upon Sublessee by this Sublease. Either party may
also terminate this Sublease for any of the reasons set forth in the
Lease. Termination of this Sublease upon any termination of the Lease,
including but not limited to expiration of its term, shall be automatic
and shall not require any notice of such termination.
3.3 Delay in Commencement. Notwithstanding said commencement date, if for
any reason Sublessor cannot deliver possession of the Premises to
Sublessee on said date Sublessor shall not be subject to any liability
therefore, nor shall such failure affect the validity of this Sublease or
the obligations of Sublessee hereunder or extend the term hereof, but in
such case Sublessee shall not be obligated to pay rent until possession of
the Premises is tendered to Sublessee; provided, however, that if
Sublessor shall not have delivered possession of the Premises within
thirty (30) days from said commencement date, Sublessee may, at
Sublessee's option, by notice in writing to Sublessor within ten (10) days
thereafter, cancel this Sublease. If this Sublease is canceled as herein
provide, Sublessor shall return any monies previously deposited by
Sublessee and the parties shall be discharged from all obligations
hereunder.
3.4 Early Possession. In the event that Sublessor shall permit Sublessee
to occupy the Premises prior to the commencement date of the term,
such occupancy shall be subject to all of the provisions of this
Sublease. Said early possession shall not advance the termination
date of this Sublease.
4. RENT
4.1 Base Rent. Sublessee shall pay to Sublessor as rent for the Premises
equal monthly installments of rental as follows:
Prior to May 15, 2002: free rent during renovations; and then Beginning
on May 16, 2002 and continuing thereafter: $15.50 per rentable square foot
4.2 Escalations. Sublessor and Sublessee shall each bear their
proportionate share of real estate tax increases in connection with the
Building over a 2002/2003 fiscal base year.
4.3 Other Expenses. Sublessee shall also pay, to Sublessor, Sublessee's
proportionate share of all amounts (if any) payable by Sublessor to the
Lessor or to others, under the Lease and/or in connection with occupation
or use of the Premises, and not otherwise specifically excluded or
provided for in this Sublease.
4.4 Utility, Repair, and Maintenance Costs. Sublessee shall pay to
Sublessor, in addition to the payments described elsewhere in this
Sublease, monthly amounts equal to all monthly costs and expenses for
electricity, water, gas, and other utility usage during each month that
exceed the monthly amount incurred by Sublessor in connection with the
Building in the same month during the year immediately preceding
commencement of this Sublease. Sublessee shall further pay to Sublessor
100% of all costs and expenses for repair and maintenance to the Building
that exceed the average incurred by Sublessor for the Building during the
year immediately preceding commencement of this Sublease. Sublessor shall
retain all responsibility for maintenance and repairs to all common areas
of the building, and for any repairs and maintenance not attributable to
the area occupied by, or the activities of, Subtenant.
4.5 Payment. Rent and all other amounts due from Sublessee shall be
payable in advance on the first (1st) day of each month without notice or
demand and without any deduction, offset, or abatement in lawful money of
the United States of America to Sublessor at the address stated herein or
to such other persons or at such other places as Sublessor may designate
in writing.
4.5 Security Deposit. Sublessee shall pay to Sublessor upon signing this
Sublease Agreement, a security deposit in the amount of $25,000, which
shall be held and disbursed by Sublessor in accordance with the Lease.
5. FULL COMPLIANCE WITH FDA STANDARDS AT ALL TIMES
Sublessee hereby represents that all of Sublessee's activities will at all
times be in full compliance with any and all applicable FDA-related
standards, rules, regulations, and laws, and that Sublessee will provide
Sublessor with substantial documentary proof of such compliance with
reasonable frequency upon Sublessor's demand. Both parties hereby agree
and acknowledge that failure on the part of Sublessee to at all times
completely fulfill all of its obligations under this paragraph shall
constitute a serious material breach of this Sublease.
6. INSURANCE
At all times during the Sublease and at Sublessee's cost and expense,
Sublessee shall maintain for the direct benefit of Lessor and Sublessor
and Sublessee, general liability insurance with responsible insurance
companies authorized to do business in the State of New Jersey and
approved by Sublessor, wherein Lessor and Sublessor are Named Insureds or
Additional Insureds on such insurance policies, and covering claims for
bodily injury, death, or property damage occurring in or about the
Building including any sidewalks and parking lot adjoining the Building.
This insurance shall be in an amount of not less than $1,000,000.00 in the
event of injury or death to any one person, and not less than
$1,000,000.00 in respect of any one accident, and not less than
$200,000.00 for property damage. Sublessee shall promptly deliver to
Sublessor and to Lessor certificates evidencing such insurance, and the
Certificates of Insurance shall contain a provision for 30 days notice to
Sublessor and to Lessor prior to any cancellation, modification or
amendment thereof.
7. USE
The subleased portion of Premises shall be used and occupied by an
absolute maximum of 10 persons and Sublessee shall permit no more than a
total of 12 cars (including those of Sublessee's employees, officers,
agents, and invitees) to be parked in the Building's parking lot at any
one time.
8. ASSIGNMENT
This Sublease shall be binding on the parties' successors and assigns.
Sublessee may not assign this Sublease without both the written approval
of Sublessor (which such Sublessor approval shall not be unreasonably
delayed or withhold) as well as the written approval of the Lessor. No
such assignment shall release Sublessee from any liability hereunder.
9. NOTICES
Any payments or notices authorized or required hereunder shall be given to
the addresses set forth below:
Notices to Sublessor: Attn: President, SGS U.S. Testing Company Inc., 000
Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000
Notices to Sublessee: Attn: Xxxx Xxxxxxx, Chief Financial Officer,
Astralis Ltd., 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000
All of the above accepted and agreed on the dates stated below.
Sublessee:
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Astralis Ltd.
Dated this day of , 2002 By:
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Chief Financial Officer
Sublessor:
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SGS U.S. Testing Inc.
Dated this day of , 2002 By:
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President
CONSENT BY Lessor. ___ The undersigned Lessor under the Lease in Exhibit A
hereby consents to the subletting of the Premises described herein on the terms
and conditions contained in the Sublease Agreement. This consent shall apply
only to this Sublease Agreement and shall not be deemed to be a consent to any
other sublease.
Lessor:
Xxxxx X. Brass and Company
Dated this day of , 2002 By:
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