EXHIBIT 10.1
FIRST AMENDMENT TO SUBLEASE
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THIS FIRST AMENDMENT TO SUBLEASE ("First Amendment") is executed on the
10th day of February, 2004, by and between XXXX AND XXXX LLP, a Massachusetts
limited liability partnership having a principal place of business at 00 Xxxxx
Xxxxxx, Xxxxxx, XX 00000 ("Sublandlord") and CYTOGEN CORPORATION, a Delaware
corporation having a principal place of business at 000 Xxxxxxx Xxxx Xxxx,
Xxxxxxxxx, XX 00000 ("Subtenant").
R E C I T A L S
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WHEREAS, pursuant to that certain Sublease, dated May 23, 2002, by and
between Sublandlord and Subtenant ("Sublease"), Subtenant subleased from
Sublandlord 11,493 rentable square feet on the third floor in the building
located at 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000 (the "Subleased
Premises");
WHEREAS, Sublandlord and Subtenant acknowledge and agree that Subtenant
is desirous of expanding its Subleased Premises to include contiguous premises
consisting of 4,610 rentable square feet ("Expansion Space");
WHEREAS, Sublandlord and Subtenant are desirous of amending the
Sublease;
NOW THEREFORE, in consideration of Ten Dollars ($10.00), the mutual
covenants made herein, and other consideration, the receipt and sufficiency of
which are hereby acknowledged and agreed, Sublandlord and Subtenant agree the
Sublease shall be amended to provide as follows:
1. EXHIBIT BA, EXPANSION SPACE, annexed hereto, shall constitute a new
and replacement Exhibit B. Commencing with the Expansion Space
Commencement Date, as defined below, Subtenant's existing space and
the Expansion Space shall collectively be referred to as the
"Subleased Premises."
2. TERM. The Term for the Expansion Space shall commence upon
Sublandlord's delivery of possession to Subtenant, which delivery
shall be on or about March 1, 2004 ("Expansion Space Commencement
Date") and shall terminate on October 31, 2007. Concurrent with the
Expansion Space Commencement Date, the Term for Subtenant's existing
space shall be amended to reflect: a) that said Term shall be
co-terminus with the Term for the Expansion Space, and b) that
Subtenant shall have a one time right to exercise an option to extend
the term of the Sublease commencing November 1, 2007, through and
including October 24, 2009. The monthly Base Rent for each month of
the renewal term shall be $28,180.25. Subtenant must provide
Sublandlord with written notice of Subtenant's exercise of the renewal
option, which written notice must be delivered to Sublandlord no later
than April 1, 2007, time being made specifically and expressly hereby
of the essence for the delivery of said notice by Subtenant to
Sublandlord. It is also a precondition to the exercise of the renewal
option that Subtenant be and remain current in payment and performance
of all obligations of the Sublease, both at the time of delivery of
the notice to exercise the option period and at the commencement date
of the option period.
3. Paragraph 4, BASE RENT, of the Sublease, shall be amended to include
that commencing August 1, 2004, the Base Rent per month for the
Subleased Premises shall be $28,180.25, and the Subtenant's Base Year
shall be changed to 2004.
4. Paragraph 5, ADDITIONAL RENT, of the Sublease, is hereby amended to
provide that, effective August 1, 2004, Subtenant's Proportionate
Share of Sublandlord's Additional Rent obligation of the Prime Lease
is hereby fixed at 23.53%.
5. Paragraph 12, SECURITY DEPOSIT, of the Sublease, shall be amended to
provide that Subtenant shall not be required to pay over to
Sublandlord any additional Security Deposit for the Expansion Space.
Subtenant's existing Security Deposit shall be deemed to be the
requisite Security Deposit for Subtenant's existing space and the
Expansion Space.
6. SUBTENANT'S IMPROVEMENTS. Commencing with the Expansion Space
Commencement Date, Paragraph 3, DELIVERY, of the Sublease shall be
amended to provide that Sublandlord shall, upon satisfaction of the
following conditions, contribute the total sum of $40,000.00 towards
Subtenant's improvements to the Expansion Space:
a. Upon Subtenant furnishing Sublandlord with adequate documentary
proof that improvements, in an amount equal to at least
$40,000.00, have been installed at the Subleased Premises; and
b. Subtenant executing and delivering to Sublandlord a
Contractor's/Sub-contractor's Final Waiver of Lien in the
reasonable, mutually agreeable form provided to Subtenant by
Sublandlord; and
c. Subtenant actually occupying the Subleased Premises; and
d. Subtenant not being in default of any of the terms, covenants,
conditions and provisions of the Sublease and said is in full
force and effect; and
e. Sublandlord shall pay said sum directly to the contractors,
subcontractors or suppliers.
7. Paragraph 15, PARKING AND SIGNAGE, shall be amended to include that
Sublandlord shall designate five (5) parking spaces for the exclusive
use of Subtenant. Sublandlord shall have no obligation whatsoever to
police, secure, monitor or enforce any of Subtenant's parking rights
hereunder.
8. The holding over provisions of the Prime Lease, Paragraph 18, shall
apply to any holdover by Subtenant subsequent to the expiration, or
earlier termination, of the Sublease Term.
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9. All remaining terms, covenants, conditions and provisions of the
Sublease shall remain in full force and effect except as hereinabove
modified.
SUBLANDLORD:
XXXX AND XXXX LLP, a Massachusetts limited
liability partnership
By: /s/ Xxxx X. Xxxxxxx, Xx.
-----------------------------------------
Xxxx X. Xxxxxxxx, Xx.
Senior Partner
SUBTENANT:
CYTOGEN CORPORATION, a Delaware corporation
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxxx
-----------------------------------------
Xxxxxxxxxxx X. Xxxxxxxxxx
Vice President and Chief Financial Officer
CONSENT OF PRIME LANDLORD
The undersigned hereby consents to the foregoing First Amendment to
Sublease.
PRIME LANDLORD:
000 XXXXXXX XXXX ASSOCIATES, L.P.,
a New Jersey limited partnership
By: AEGIS XXXXXXXXX PARTNERS, INC.,
a general partner
By: ------------------------------------------
Xxxxx X. Xxxxxx
Vice President
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EXHIBIT BA
EXPANSION SPACE
[Graphic Omitted]
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CONSENT TO FIRST AMENDMENT TO SUBLEASE
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THIS CONSENT TO FIRST AMENDMENT TO SUBLEASE (the "Consent") is made
this 18th day of February, 2004, by 000 XXXXXXX XXXX ASSOCIATES, L.P., a New
Jersey limited partnership, with an address of 00 Xxxx Xxxxx Xxxxxx, Xxxxx 000,
Xxxxxxx, Xxx Xxxxxx 00000 ("Landlord") and XXXX AND XXXX, LLP, a Massachusetts
limited liability partnership, with an address of 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 ("Tenant") and CYTOGEN CORPORATION, a Delaware corporation,
with an address of 000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 ("Subtenant").
BACKGROUND
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WHEREAS, pursuant to that certain Lease dated as of August 19, 1998 by
and between 000 XXXXXXX XXXX ASSOCIATES, L.P., as Landlord, and Xxxxxxxx
Ingersoll Professional Corporation ("BIPC"), as Tenant, as amended by Amendments
Number One and Two to Lease Agreement dated as of, respectively, May 23, 2000
and December 1, 2000 (collectively, the "Lease"), BIPC leased from Landlord
certain premises (the "Premises") located on the third and fourth floors in the
building at 000 Xxxxxxx Xxxx Xxxx (xxx "Xxxxxxxx"), Xxxxxxxxxx, XX 00000, which
Premises contain approximately 68,437 rentable square feet of space, as more
fully described in the Lease; and
WHEREAS, the Lease has been assigned to and assumed by Tenant by
Assignment and Assumption Agreement dated February 15, 2001; and
WHEREAS, by Sublease Agreement dated May 23, 2002 (the "Sublease")
between Tenant as sublandlord and Subtenant as subtenant, Subtenant has agreed
to sublease from Tenant 11,493 rentable square feet on the third floor of the
Building (the "Sublet Premises"); and
WHEREAS, Landlord has issued its Consent to Sublease dated June 2002,
the "Sublease Consent"), by which Sublease Consent Landlord has granted its
consent to the subletting by Tenant to Subtenant of the Sublet Premises; and
WHEREAS, by First Amendment to Sublease dated February 10, 2004, (the
"Amendment"), Tenant desires to sublease 4,610 rentable square feet in the
Building, contiguous to the Sublet Premises (the "Expansion Space"), as the same
is depicted in the Amendment.
NOW, THEREFORE, Landlord hereby grants its consent to the subletting by
Tenant to Subtenant of the Expansion Space under and subject to, and in
consideration of Tenant's and Subtenant's acknowledgement and acceptance of, all
of the terms and conditions of the Consent. All of the provisions of the
Sublease Consent are incorporated herein by reference and all references therein
to the Sublease shall refer hereafter referring to the Sublease as amended by
the Amendment.
IN WITNESS WHEREOF, Landlord, Tenant and Subtenant have each executed
this Consent to First Amendment to Sublease as of the day and year first written
above.
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SUBLANDLORD:
XXXX AND XXXX, LLP, a Massachusetts limited
liability partnership
By: /s/ Xxxx X. Xxxxxxx, Xx.
------------------------------------------
Xxxx X. Xxxxxxxx, Xx.
Senior Partner
SUBTENANT:
CYTOGEN CORPORATION, a Delaware
corporation
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxxx
------------------------------------------
Xxxxxxxxxxx X. Xxxxxxxxxx
Vice President and Chief Financial Officer
LANDLORD:
000 XXXXXXX XXXX ASSOCIATES,
L.P., a New Jersey limited partnership
By: AEGIS XXXXXXXXX PARTNERS,
INC., a general partner
By: /s/ Xxxxx X. Xxxxxx
------------------------------------------
XXXXX X. XXXXXX, Vice President
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