SUB LEASE
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1.
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PARTIES
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1.1
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THIS
AGREEMENT, made on the 10th
day of August 2004 is between PALISADE CAPITAL SECURITIES,
L.L.C.
("Sub-Lessor"), whose address is Xxx Xxxxxx Xxxxx Xxxxx, Xxxx
Xxx, Xxx
Xxxxxx, 00000 and Neurologix, Inc. ("Lessee"), whose address
is Xxx Xxxxxx
Xxxxx Xxxxx, Xxxx Xxx, Xxx Xxxxxx
00000.
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2.
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STATEMENT
OF FACTS
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2.1
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Sub-Lessor
previously entered into a Lease dated 7/1/97 and amended 12/2/02,
(the
"Lease") covering areas of 1,185 gross rentable square feet
on the
6th
floor (therein defined as the "Existing Premises"), and 11,222
gross
rentable square feet on the 6th
floor, ("Second Expansion Premises") in the building located
at One Bridge
Plaza, Fort Xxx, New Jersey, ("Building"), as Lessee;
and
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2.2
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The
Term of the Lease expires on January 31, 2008;
and
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2.3
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Sub-Lessee
desires to sub-lease the 1,185 gross rentable square feet on
the
6th
floor (the "Existing Premises").
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3.
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AGREEMENT
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NOW,
THEREFORE, in consideration of the terms, covenants and conditions hereinafter
set forth, Sub-Lessor and Sub-Lessee agree as follows:
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3.1
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The
above recitals are incorporated herein by
reference.
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3.2
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A
copy of the Lease is attached hereto with the financial terms
redacted.
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3.3
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All
capitalized and non-capitalized terms used in this Agreement
which are not
separately defined herein but are defined in the Lease shall
have the
meaning given to any such term in the Lease. References to
the "Premises"
shall mean the Existing Premises.
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3.4
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The
Terms applicable to the Premises shall terminate at 11:59 P.M.
on January
31, 2008.
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3.5
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The
Premises shall be defined as approximately 1185 gross rentable
square feet
on the sixth (6th)
floor of the Building known as suite
#690.
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a.)
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Commencing
on August 1, 2004, the following shall be effective and the
Fixed Basic
Rent applicable to the Existing Premises shall be as
follows:
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(i)
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Commencing
on August 1, 2004 through the end of the term, the Fixed Basic
Rent for
the Existing Premises only shall accrue at the rate of THIRTY
FOUR
THOUSAND EIGHT HUNDRED THIRTY NINE AND 36/100 DOLLARS ($34,839.36)
per
annum, payable in advance in equal monthly installments of
TWO THOUSAND
NINE HUNDRED THREE AND 28/100 DOLLARS ($2,903.28)
each:
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b.)
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Sub-Lessee
shall pay Sub-Lessor, as Additional Rent, Sub-Lessee's Percentage
(9.55%)
applicable to the Existing Premises of the increased cost to
Sub-Lessor
for each of the categories set forth in Article 23 of the Lease
Additional
Rent over the Base Period Costs set forth
below.
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c.)
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Base
Period Costs applicable to the Existing Premises shall be as
follows and
Paragraph 2 of the Preamble to the Lease shall be deemed amended
accordingly:
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(A)
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Base
Operating Costs: Those costs incurred for the Building and
Office Building
Area for the Calendar Year 2004 or pro-rate portion thereof.
Notwithstanding anything above to the contrary, the Base Operating
Expenses for the cost of all fire and other insurance costs
incurred by
Lessor in connection with its operation and maintenance of
the Building
and Office Building Area shall be deemed to be $57,000.00 Insurance
shall
be the responsibility of sub-lessee and shall name sub-lessor
as
additional insured.
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(B)
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Base
Real Estate Taxes: Those Real Estate Taxes incurred for the
building and
Office Building area during the Calendar year 2004 or pro-rated
portion
thereof.
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(C)
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Base
Utility and Energy Costs: Those costs incurred for the Building
and Office
Building Area during the Calendar Year 2004 or pro-rata portion
thereof.
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d.)
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Sub-Lessee
shall pay Sub-Lessor the cost of electricity consumed within
the Existing
Premises in accordance with Article 22 of the Lease Building
Standard
Office Electrical Service.
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3.6
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Quiet
Possession.
Except as otherwise provided for in the Lease, Sub-Lessor covenants
and
agrees that so long as Sub-Lessee continues to pay rent and
perform its
obligations under this Sublease, it will have peaceable and
quiet
enjoyment of the premises.
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3.7
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Signage.
Subject to the approval of the Landlord as to location and
size,
Sub-Lessee shall have the right to install signage on the door
or adjacent
wall to the Premises and to list its name in the floor and
building
directories.
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2
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3.8
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Parking.
Sub-Lessee shall have two (2) parking spaces assigned by the
Sub-Lessor in
the building dedicated parking
area.
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3.9
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Cleaning.
The Lease is inclusive of cleaning services similar to that
enjoyed by
Sub-Lessor.
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3.10
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Sub-Lessee
hereby represents to the Sub-Lessor that, to the actual knowledge
of
Sub-Lessee, (i) there exists no default under the Lease either
by
Sub-Lessor or Sub-Lessee; (ii) Sub-Lessee is entitled to no
credit, free
rent or other offset or abatement of the rents due under the
Lease; and
(iii) there exists no offset, defense or counterclaim to Sub-Lessee's
obligation under the Lease.
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3.11
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This
agreement shall be binding upon and inure to the benefit of
the parties
hereto and their respective legal representatives, successors
and
permitted assigns.
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3.12
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Each
party agrees that it will not raise or assert as a defense
to any
obligation under the Lease or this Agreement or to make any
claim that the
Lease or this Agreement is invalid or unenforceable due to
any failure of
this document to comply with ministerial requirements including,
but not
limited to, requirements for corporate seals, attestations,
witnesses,
notarizations or other similar requirements, and each party
hereby waives
the right to assert any such defense or make any claim of invalidity
or
unenforceability due to any of the
foregoing.
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IN
WITNESS WHEREOF, Sub-Lessor and Sub-Lessee have hereunto set their hands
and
seals the date and year first above written, and acknowledged one to
the other
that they possess the requisite authority to enter into this transaction
and to
sign this Agreement.
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SUB-LESSOR:
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SUB-LESSEE:
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PALISADE
CAPITAL SECURITIES, L.L.C.
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Neurologix,
Inc.
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By:
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/s/
Xxxxxx X. Xxxxxx
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Xxxxxx
X. Xxxxxx
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Xxxxxx
X. Xxxxxxx
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Chief
Operating Officer
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President
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3
