EXHIBIT 10.45
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FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (this "Amendment") is entered into as of
November 25, 1998, by and between AREB215 COLLEGE ROAD, LLC, a Delaware limited
liability company ("Landlord"), and SYNAPTIC PHARMACEUTICAL CORPORATION, a
Delaware corporation ("Tenant").
WHEREAS, Century Associates, a New Jersey partnership ("Century"), as
landlord, previously entered into those certain lease agreements and amendments
set forth on, and attached to, Schedule 1 attached hereto (collectively, the
"Xxxxxxxxx"), pursuant to which Playtex Apparel, Inc., as successor-in-interest
to International Playtex Corporation and International Playtex Company
("Apparel"), as tenant, leased and hired from Century the land, the
approximately 110,666 rentable square foot building and the other improvements
thereon located at 000 Xxxxxxx Xxxx, Xxxxxxx, Xxx Xxxxxx (collectively, the
"Paramus Facility");
WHEREAS, Tenant, as successor-in-interest to Neurogenetic Corporation
under that certain Sublease dated October 31, 1991 (as amended, the "Sublease")
attached hereto as Schedule 2, by and between Apparel, as sublessor, and
Neurogenetic Corporation, as sublessee, occupies as of the date hereof
approximately 41,274 rentable square feet (the "Current Space") in the Paramus
Facility as depicted on Exhibit "A" hereto;
WHEREAS, Century and Tenant previously entered into that certain
Agreement dated November 11, 1997 (the "Agreement"), with respect to Tenant's
possession and occupancy of space at the Paramus Facility, a copy of which
Agreement is attached hereto as Schedule 3. Any capitalized term used but not
otherwise defined herein shall have the meaning given such term in the
Agreement;
WHEREAS, Playtex Products, Inc., an entity unrelated to Apparel
("Playtex"), currently occupies certain portions of the Paramus Facility
pursuant to certain agreements by and among Apparel, Playtex and Century;
WHEREAS, Century succeeded to Apparel's interest in the Xxxxxxxxx and
the Xxxxxxxxx has been terminated;
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WHEREAS, the Agreement provides that, in the event the Xxxxxxxxx is
terminated, the Agreement, together with the Sublease and the terms of the
Xxxxxxxxx incorporated by reference in the Sublease (collectively, the "Lease"),
create and constitute a direct lease between Century or its successor, as
lessor, and Tenant, as lessee;
WHEREAS, Landlord previously acquired Century's fee simple ownership of
the Paramus Facility and has succeeded to all of Century's rights, interests and
obligations as landlord under the Lease;
WHEREAS, the Lease obligates Tenant to lease and hire from Landlord
approximately 32,644(A) rentable square feet at the Paramus Facility currently
occupied by Playtex as depicted on Exhibit "B" attached hereto ("Expansion Space
A") immediately after the date on which Playtex vacates the Paramus Facility
(the "Playtex Vacation Date");
WHEREAS, Landlord and Tenant have agreed that, upon the terms and
conditions set forth herein, Tenant shall lease and hire from Landlord space in
the Paramus Facility in addition to Expansion Space A comprised of (i) an area
totaling approximately 6,235 rentable square feet as depicted on Exhibit "C"
attached hereto ("Expansion Space B"), and (ii) an area totaling approximately
3,690 rentable square feet as depicted on Exhibit "D" attached hereto("Expansion
Space C");
WHEREAS, Landlord and Tenant wish to amend the Lease on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree
as follows:
1. Acknowledgment of Direct Lease. Landlord and Tenant hereby
acknowledge and agree that the Lease, as modified by this Amendment, constitutes
a direct lease between Landlord and Tenant, and that Tenant is and shall be
bound by all of the terms of (i) the Xxxxxxxxx which were applicable to Apparel
as tenant under the Xxxxxxxxx, notwithstanding the termination of the Xxxxxxxxx,
(ii) the Agreement, and (iii) the Sublease.
_____________________________
(A)Calculated by subtracting the Current Space (41,274 sq. ft.) from the Minimum
Rentable Square Feet defined in paragraph 5(a) of the Agreement (73,918 sq.ft ).
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2. Delivery of Expansion Space.
a. Expansion Space A and B. Landlord shall deliver possession
of Expansion Space A and Expansion Space B to Tenant, and Tenant shall accept
delivery and possession of such space, on the date (the "Space A/B Delivery
Date") which is the first Business Day (as hereinafter defined) following the
Playtex Vacation Date; provided, however, that Landlord shall not be liable for
any delay in the Space A/B Delivery Date caused by Playtex's failure to timely
vacate such space. From and after the date Expansion Space A and Expansion Space
B are actually delivered by Landlord to Tenant (the "Actual Space A/B Delivery
Date"), both of Expansion Space A and Expansion Space B shall become a part of
(and be included in) the Demised Premises and all references in the Lease to the
Demised Premises shall thereafter be deemed to include the Current Space,
Expansion Space A and Expansion Space B. From and after the Actual Space A/B
Delivery Date, Tenant shall be deemed to have complied with its obligations to
lease the Minimum Rentable Square Feet, and all references in the Lease to
Minimum Rentable Square Feet shall be deemed to mean the aggregate rentable
square feet of the Current Space, Expansion Space A and Expansion Space B.
b. Expansion Space C. Landlord shall deliver possession of
Expansion Space C to Tenant with Landlord's Space C Work (as hereinafter
defined) substantially complete, and Tenant shall accept delivery and possession
of such space, on the earlier to occur of (i) the first Business Day which is 18
months after the Playtex Vacation Date (the "Primary Space C Delivery Date"), or
(ii) the first Business Day which is 120 days after Tenant delivers to Landlord
written notice of Tenant's desire to occupy Expansion Space C, which in no event
shall be earlier than the Playtex Vacation Date (the "Requested Space C Delivery
Date"); provided, however, that Landlord shall not be liable to Tenant for any
delay in delivering Expansion Space C on the Requested Space C Delivery Date if
Landlord is not reasonably able to substantially complete Landlord's Space C
Work prior to the Requested Space C Delivery Date, and so long as Landlord
continues to diligently proceed with Landlord's Space C Work, Tenant shall
remain obligated to lease and hire from Landlord Expansion C Space upon the date
Landlord's Space C Work is substantially complete; and further provided, that
Landlord shall in no event be liable for any delay in the Primary Space C
Delivery Date or the Requested Space C Delivery Date caused by Playtex's failure
to timely vacate Expansion Space C. From and after the date Expansion Space C is
actually delivered by Landlord to Tenant (the "Actual Space C Delivery Date"),
Expansion Space C shall become a part of
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(and be included in) the Demised Premises and all references in the Lease to the
Demised Premises shall thereafter be deemed to include the Current Space,
Expansion Space A, Expansion Space B and Expansion Space C. As used herein,
"Landlord's Space C Work" shall mean (i) the removal or legal encapsulation of
any friable asbestos present in Expansion Space C, (ii) demolition and removal
of all alterations, including all lab benches and fixtures, in Expansion Space C
other than the cinder block walls, and (iii) the construction of demising walls
necessary to separate Expansion Space C from other space in the Paramus Facility
not then occupied by Tenant.
3. Rent. That portion of Paragraph 4 A of the Sublease which was added
thereto by Paragraph 6(a) of the Agreement, is deleted in its entirety and
replaced with the following:
"Tenant shall be liable for, and shall pay to Landlord, annual rent for
the Demised Premises in equal monthly installments on the first day of each
month, without set-off, deduction or counterclaim, absolutely net, calculated as
follows:
(i) for the period from and after the date hereof, through and
including the Playtex Vacation Date with respect to the Current Space, the
annual rate of $13.73 per rentable square foot on the rentable square footage of
the Current Space.
(i) for the period from the day immediately following the
Playtex Vacation Date through and including December 31, 2004:
(I) with respect to the Current Space, the annual rate
of $13.00 per rentable square foot on the rentable square footage of the Current
Space; plus
(II) with respect to Expansion Space A and Expansion
Space B, from and after the Actual Space A/B Delivery Date, the annual rate of
$13.00 per rentable square foot on the aggregate of the rentable square footage
of Expansion Space A and Expansion Space B; plus
(III) with respect to Expansion Space C, from and after
the date which is 18 months after the Primary Space C Delivery Date,
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irrespective of the Actual Space C Delivery Date, the annual rate of $13.00 per
rentable square foot on the rentable square footage of Expansion Space C.
(ii) for the period from and including January 1, 2005,
through and including December 31, 2009, the annual rate of $16.00 per rentable
square foot on the then total rentable square feet of the Demised Premises; and
(iii) for the period from and including January 1, 2010,
through and including December 31, 2015, the annual rate of $20.00 per rentable
square foot on the then total rentable square feet of the Demised Premises."
4. Operating Costs for Expansion Space C. Notwithstanding anything to
the contrary set forth herein or in the Lease, including, without limitation,
the provisions of Paragraph 5 of the Sublease as amended by the Agreement,
Tenant shall not be responsible for any Operating Costs (as defined in Paragraph
7 of the Agreement) with respect to Expansion Space C until the Actual Space C
Delivery Date. From and after the Actual Space C Delivery Date, the rentable
square footage of Expansion Space C shall be included in the Demised Premises
for purposes of calculating Tenant's pro rata share of Operating Costs pursuant
to the Lease.
5. Alterations. Paragraph 6 of the Sublease, as amended by the
Agreement, is hereby further amended as follows:
a. The second to the last sentence of Paragraph 6A(b) which reads "Sublessor
consents to Xxxxxx Xxxxxx as a contractor" is hereby deleted. Landlord will not
unreasonably withhold its consent to any contractor proposed by Tenant.
b. Regardless of whether Landlord's consent shall be required for any
alteration pursuant to the terms of Paragraph 6,Tenant shall give Landlord prior
written notice of any alteration not less than 10 Business Days prior to
commencing work on such alteration.
c. Tenant shall deliver to Landlord as-built plans for any and all
alterations promptly upon completion of such alteration.
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6. Tenant Improvements. Tenant acknowledges that neither Landlord nor
any agent of Landlord has made any representation or warranty with respect to
the condition of all or any part of the Paramus Facility, or with respect to the
suitability of all or any part of the Paramus Facility for the conduct of
Tenant's business, and Tenant's taking possession of each of Expansion Space A,
Expansion Space B and Expansion Space C shall be conclusive evidence that Tenant
accepts each such expansion space in the condition in which each exists at the
time possession is taken. All work to be performed to or in connection with the
Demised Premises, including Expansion Space A, Expansion Space B and Expansion
Space C, other than Landlord's Space C Work, shall be performed by Tenant in
accordance with the terms and conditions of the Lease, including, without
limitation, Paragraph 6 of the Sublease as amended by the Agreement and this
Amendment.
7. Tenant Improvement Allowance. Landlord shall provide to Tenant an
allowance in the amount of $129,116 (the "Tenant Improvement Allowance"), which
may only be used by Tenant to make improvements and alterations to the Demised
Premises (exclusive of Landlord's Space C Work). The Tenant Improvement
Allowance shall be payable to Tenant by Landlord on the Actual Space A/B
Delivery Date.
8. Parking. Paragraph 23 of the Sublease is hereby amended to provide
that Tenant shall be entitled to use parking spaces in the parking lot on the
Paramus Facility on a pro rata basis based on the aggregate rentable square
footage of the Current Space, Expansion Space A, Expansion Space B and Expansion
Space C, notwithstanding the Actual Space A/B Delivery Date or the Actual Space
C Delivery Date, to the total rentable square footage of the Paramus Facility.
Three of such parking spaces shall be the reserved spaces currently marked for
Tenant. Landlord and Tenant acknowledge and agree that the parking facilities at
the Paramus Facility include a total of 301 parking spaces. All parking shall be
in accordance with the terms and conditions of the Lease.
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9. Notice Provisions. Paragraph 26 H of the Sublease, as amended by
Paragraph 17 of the Agreement, is hereby modified to replace the addresses and
telephone numbers therein specified with the following:
"As to Landlord:
XXX-000 Xxxxxxx Xxxx, XXX
x/x Xxxxxxxxxx Xxxx Xxxxxx Equities, Inc.
000 X. Xxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
As to Tenant:
Synaptic Pharmaceutical Corporation
000 Xxxxxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000
Attn: Xx. Xxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000"
10. Ratification of Agreement. Except as specifically modified and
amended pursuant to this Amendment, the terms and conditions of the Lease are
hereby ratified and confirmed by each of Landlord and Tenant.
11. Brokers. Landlord and Tenant each hereby represent, warrant to and
agree with each other that it has not had, and shall not have, any dealings with
any third party to whom the payment of any broker's fee, finder's fee,
commission or other similar compensation ("Commissions") shall or may become due
or payable other than with Insignia/ESG, Inc. and Xxxxxxx & Wakefield of New
Jersey, Inc. (collectively, the "Brokers"). Landlord shall pay all Commissions
due to the Brokers in connection with the transaction contemplated hereby in
accordance with the terms and conditions of a separate agreement. Landlord
hereby indemnifies and agrees to protect, defend and hold Tenant harmless from
and against any and all claims, losses, damages, costs and expenses (including,
without limitation, reasonable attorneys' fees) incurred by Tenant by reason of
any breach or inaccuracy of the representation, warranty and agreement of
Landlord contained in this Paragraph. Tenant hereby
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indemnifies and agrees to protect, defend and hold Landlord harmless from and
against any and all claims, losses, damages, costs and expenses (including,
without limitation, reasonable attorneys' fees) incurred by Landlord by reason
of any breach or inaccuracy of the representation, warranty and agreement of
Tenant contained in this Paragraph.
12. Headings. The Paragraph headings of this Amendment are for
convenience of reference only and shall not be deemed to modify, explain,
restrict, alter or affect the meaning or interpretation of any provision hereof.
13. Counterparts. This Amendment may be executed in as many
counterparts as may be deemed necessary and convenient, and by the different
parties hereto on separate counterparts, each of which, when so executed, shall
be deemed an original, but all such counterparts shall constitute one and the
same instrument.
14. Severability. Any provision or part of this Amendment which is
invalid or unenforceable in any situation in any jurisdiction shall, as to such
situation and such jurisdiction, be ineffective only to the extent of such
invalidity and shall not affect the enforceability of the remaining provisions
hereof or the validity or enforceability of any such provision in any other
situation or in any other jurisdiction.
15. Attorneys' Fees. In the event that any party hereto brings an
action or proceeding against any other party to enforce or interpret any of the
terms, agreements or provisions of the Lease, as amended by this Amendment, the
prevailing party in such action shall be entitled to recover all reasonable
costs and expenses of such action or proceeding, including, without limitation,
attorneys' fees, charges, disbursements and the fees and costs of expert
witnesses.
16. Construction. This Amendment shall not be construed more strictly
against one party hereto than against any other party hereto merely by virtue of
the fact that it may have been prepared by counsel for one of the parties.
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17. Business Day. As used herein, the term "Business Day" shall mean
a day that is not a Saturday, Sunday or legal holiday. In the event that the
date for the performance of any obligation under this Amendment shall fall on a
Saturday, Sunday, or legal holiday, the date for performance thereof shall be
extended to the next Business Day. All references in the Amendment to "days"
other than "Business Days" shall mean calendar days.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the day and year first above written.
LANDLORD
ARE-215 COLLEGE ROAD, LLC, a Delaware limited
liability company
By: ALEXANDRIA REAL ESTATE EQUITIES, L.P., a Delaware limited
partnership, its managing member
By: ARE-QRS CORP., a Maryland corporation,
its general partner
By:/s/Xxxx Xxxx Xxxxxxx
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Xxxx Xxxx Xxxxxxx
General Counsel
TENANT
SYNAPTIC PHARMACEUTICAL CORPORATION, a Delaware corporation
By:/s/Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
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Schedule 1
XXXXXXXXX
1. Lease Agreement dated February 4, 1969, by and between Century Associates
("Century"), as landlord, and International Playtex Corporation ("IPC"), as
tenant (copy attached).
2. Land Lease Agreement dated June 21, 1973, by and between Century, as
landlord, and IPC, as tenant (copy attached).
3. Lease Agreement dated October 7, 1974, by and between Century, as landlord,
and International Playtex Company a Division of Rapid-America Corporation
("IPC-Rapid"), as tenant (copy attached).
4. Amendment to Lease dated August 7, 1973, by and between Century, as landlord,
and IPC, as tenant (copy attached).
5. Amendment to Lease dated August 30, 1973, by and between Century, as
landlord, and IPC, as tenant (copy attached).
6. Amendment to Lease Agreement dated October 7, 1974, by and between Century,
as landlord, and IPC-Rapid, as tenant [Landlord has no copy].
7. Letter Agreement dated May 30, 1974, by and between Century, as landlord, and
IPC-Rapid, as tenant [Landlord has no copy].
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Schedule 2
SUBLEASE
Sublease dated October 31, 1991, by
and between Playtex Apparel, Inc.,
as sublessor, and Neurogenetic
Corporation, as sublessee, as amended
by that certain First Sublease
Amendment dated August, 1994, by and
between Playtex Apparel, Inc., as
sublessor, and Synaptic
Pharmaceutical Corporation, as
sublessee. (copy attached)
Schedule 3
AGREEMENT
Agreement dated November 11, 1997, by and between Century Associates, as
sublessor, and Synaptic Pharmaceutical Corporation, as sublessee.
(copy attached)
Exhibit "A"
CURRENT SPACE
Attached.
Exhibit "B"
EXPANSION SPACE A
Attached.
Exhibit "C"
EXPANSION SPACE B
Attached.
Exhibit "D"
EXPANSION SPACE C
Attached.
