LEASE

 

 

 

 

1.01 Term. The term of this Lease shall commence on the "Commencement Date" set forth in Exhibit A.

 

1.02 Rent Commencement Date. The Rent Commencement Date shall be set forth in Exhibit A.

 

1.03 Termination Date. This Lease, and all rights of the Tenant to the use and occupancy of the Leased Premises shall terminate on the date (the "Termination Date") as set forth in Exhibit A.

 

 

 

 

3.00 Common Area Services and Maintenance. (a) Tenant shall pay, as Additional Rent for each calendar year or proportionate part thereof during the Term, Tenant's Proportionate Share (as set for in Exhibit A) of the increase in the Operating Expenses incurred during any calendar year over the Operating Expenses incurred during the calendar year at the Commencement Date of the Lease ("Base Year Operating Expenses."). Refer to Exhibit A for certain limitation of Tenant's responsibility to make such payments.

 

(b) The term "Operating Expenses" shall mean Landlord's costs of operating, repairing and maintaining the land, buildings, and improvements that arc part of the Property to include real estate taxes and assessments; insurance premiums; common area utility costs; telephone expenses; management fees (not to exceed competitive rates available from qualified third party management services) and expenses; accounting fees; legal costs unrelated to leases or landlord-tenant actions with particular tenants; security services; supplies and materials; general repairs, maintenance, and replacement costs for common areas; structural (excluding load bearing members and foundations), mechanical and electrical repairs; trash removal; snow removal and grounds maintenance and repair including parking areas; care and replacement of plants and

 

 

 

3.01 Payment of Estimated Reimbursable Costs and Expenses. On the first day of each calendar month during the term of this Lease, Tenant shall pay to Landlord as Additional Rent one-twelfth of the "Estimated Payment of Reimbursables" which shall be determined by the Landlord for each calendar year based upon Landlord's estimate of any increases in such costs and expenses for the forthcoming calendar year. In the event that the term of this Lease commences on a date other than January I, then the Estimated Payment of Reimbursables and the amount paid by Tenant each month shall be adjusted by the Landlord to reflect such commencement date. In the event that Tenant's Proportionate Share of actual increases in costs and expenses set forth in this Lease shall exceed the amount set by the Landlord in the Estimate Payment of Reimbursablcs, or new reimbursables costs and expenses occur which were unanticipated by the Landlord, the Landlord shall have the right to demand Tenant pay to Landlord with the installment of Base Rent next due. Tenant's Proportionate Share of any such increase or new reimbursable cost and expense. All determinations by the Landlord under this Section 3.01 shall be made in exercise of Landlord's reasonable discretion (subject solely to the annual adjustment described below in Section 3.02).

 

3.02 Annual Reconciliation of Estimated Payment Reimbursables. Within ninety (90) days of the close of each calendar year during the term of this Lease, Landlord shall prepare an "Annual Reconciliation of Reimbursable Expenses" which shall reconcile the Estimated Payment of Reimbursables by the Tenant with the actual reimbursable costs and expenses incurred by the Landlord for the previous calendar year. Tenant shall pay as Additional Rent any difference owed by Tenant with installment of Basic Rent next due and Landlord shall refund any overage to Tenant simultaneously with the presentation of the Annual Reconciliation of Reimbursable Expenses. Negotiations by Tenant of Landlord's draft for any overage or payment by Tenant of any annual shortfall shall he deemed absolute, final and unconditional acceptance for all purposes by Tenant of all assumptions, measurements, calculations and charges set forth in the Annual Reconciliation of Reimbursable Expenses. Once each year, and upon written notice to Landlord, Tenant can inspect the books and records for the Property at a mutually agreeable time. Exercise or this right by Tenant shall act as neither a waiver nor a postponement of payment of any amount due Landlord as Additional Rent, and failure to make any payment when due shall be subject to the provisions of Sections 2.03 and 2.04 and shall constitute a default as set forth in Article 13, below.

 

 

3.03 Payments Due after End of Lease Term. Payments shall be made pursuant to this Article 3 notwithstanding the fact that a statement is furnished to Tenant after the expiration of the Lease.

 

3.04 Payment for Utilities. Tenant shall pay for all utilities used in or on the Leased Premises including the cost of water, sewage, electricity, and natural gas. In the event such utilities are not separately metered and billed to Tenant, Landlord shall make a reasonable estimate of Tenant's share of such utility costs and Tenant shall reimburse Landlord for such utilities as Additional Rent due on the first day of the calendar month next following rendition of a bill therefor.

 

3.05 Maintenance by Tenant. Tenant shall be responsible for the maintenance and repair of the Leased Premises and to keep the Leased Premises in good order, condition, and repair.

 

3.06 Janitorial Services and Trash Removal. Tenant acknowledges and agrees that Tenant shall be responsible for, and shall pay all costs and expenses incurred in connection with, janitorial services for the Leased Premises and the removal and disposition of any waste material in excess of that normally created by typical office use. Tenant agrees further that Tenant will comply with any mandatory recycling programs. Tenant and any janitorial contractor retained by Tenant shall use the trash facilities provided at the Property by Landlord.

 

 

4.01 Landlord's Work. None.

 

4.02 Payment for Work. Tenant shall pay as Additional Rent any and all payments for additional work or in any changes to the work agreed to in writing by the Landlord within fifteen (15) days after issuance of an invoice by the Landlord. Failure to make any such payment when due shall be subject to the provisions of Sections 2.03 and 2.04, and shall constitute a default as set forth in Article XIII below.

 

4.03 "AS IS". As of the Commencement Date, Landlord acknowledges, represents and warrants that all electric, plumbing, roof I IVAC systems located in the Leased Premises will he in good working order. Tenant's occupancy of the Leased Premises shall not be deemed acceptance of any latent defects or deficiencies. Subject to the completion by Landlord of Landlord's Work, Tenant acknowledges and agrees that it has fully inspected the Leased Premises and agrees to accept the Leased Premises AS IS."

 

5.01 Compliance with Laws. Tenant covenants that no waste, injury or damage shall be committed upon or permitted to the Leased Premises, that the Leased Premises shall not be used for any unlawful purposes, and that no violations of statute, law, ordinance, rule or regulation of any governmental, quasi-governmental or other authority having jurisdiction over the Leased Premises, the Landlord or the Tenant shall be committed by the Tenant or permitted by the Tenant in or about the Leased Premises. Tenant shall give Landlord prompt written notice of any fire, damage, or injury in, to or about the Leased Premises or the Property, or to persons on, or about the Leased Premises or Property. Tenant shall take or permit no action or inaction in or about the Leased Premises which would cause the increase in any insurance premium for the Leased Premises, Buildings or Property, nor that would violate the requirements of any carrier of any insurance policy covering the Leased Premises, Buildings, or Property.

 

Tenant covenants and agrees to make any and all repairs, alterations, additions or replacements, including those deemed structural in nature, that may from time to time be required by any statute, law, ordinance, rule or regulation of any governmental, quasi-governmental, other authority having jurisdiction over the Leased Premises or any insurance carrier having a policy of insurance covering the Landlord, the Tenant, other tenants in the Buildings or the Property, because of Tenant's use and/or occupancy of the Leased Premises, at Tenant's sole cost and expense. If at any time prior or during the term of this Lease, the Tenant makes any alterations, improvements or additions to the Leased Premises, whether pursuant to Article IV or in violation of this Lease, which violates any statute, law, ordinance, rule or regulation of any governmental, quasi-governmental, or other authority having jurisdiction over the Leased Premises or any insurance carrier having a policy of insurance covering the Landlord, the Tenant. or other tenants in the Buildings or the Property, the Tenant shall pay any and all costs, expenses and charges necessary to comply fully with same. Tenant further covenants that it will not engage in any business activity, or undertake alterations to the Leased Premises, which jeopardizes the Landlord's or other tenants' insurance coverage, or creates additional risk to Landlord which may cause an increase in insurance premium, and/or in Landlord's opinion, a withdrawal of insurance coverage by an insurance carrier.

 

 

 

 

 

6.03 No violation of Certificate of Occupancy. Tenant shall not use or occupy the Leased Premises or the Property in violation of the Certificate of Occupancy. Tenant shall not commit or suffer to be committed any waste in or upon the Leased Premises and shall keep the Leased Premises in first class condition and appearance (ordinary wear and tear, and damage by fire or other casualty, excepted).

 

6.04 Compliance with Rules and Regulations. Tenant shall faithfully comply with all reasonable rules and regulations ("Rules and Regulations") promulgated by Landlord for all tenants and enforced in a non-discriminatory manner and provided to Tenant from time to time, including those Rules and Regulations set forth in Exhibit C, together with all modifications and additions thereto adopted by Landlord from time to time in writing provided any such modifications/additions shall not materially increase Tenant's obligations or diminish Tenant's rights or remedies). Landlord shall not he responsible for the non-performance by any other tenant or occupant of the Property of any of the Rules and Regulations. Any non-performance of the Rules and Regulations by another tenant shall not give rise to a default under this Lease provided however, that Landlord shall use reasonable efforts to enforce the Rules and Regulations with respect to other tenants.

 

6.05 Surrender of Leased Premises. Upon expiration of the Lease Term or earlier termination of the Lease. Tenant shall quit and surrender the Leased Premises, in good order and condition, wear and tear and damage by fire or other casualty excepted, and Tenant shall remove all of its removable trade fixtures and personal property. Any property not so removed shall be considered to he abandoned by Tenant, and Landlord may dispose of such property in any manner it deems appropriate without liability to Tenant. At Landlord's option, Tenant shall leave in place or shall remove (and restore and changes caused by such removal) any improvements that Tenant has made that are attached to the walls, floors or ceilings. Tenant's obligation to observe and perform this covenant shall survive the expiration of the Lease Term.

 

6.06 llolding Over. If Tenant holds possession of the Leased Premises after the expiration of the Lease Term, without the consent of Landlord, Tenant shall become a tenant from month to month under the provisions herein provided, but at a Base Rent and Additional Rent equal to 150% of the installments of Base Rent and Additional Rent payable for the last month of the lease term, such amounts to be payable in advance on or before the first (1st) day of each month.

 

7.01 Subordination. Tenant acknowledges and agrees that this Lease and all of Tenant's rights, entitlements and interest in and to the Leased Premises, Buildings and Property

 

 

7.02 Estoppel Certificates. Each party shall at any time and from time to time, within ten (10) days of receipt or written request therefore, execute, acknowledge and deliver to the other an Estoppel certificate. in form reasonably requested by the other, certifying: (a) that this Lease remains unmodified, and in full Ibrce and effect as of the date of such certificate (or if there arc modifications to the Lease, reciting the date and effect of such modifications and that they remain in full force and effect as of the date of such certificate); (h) the dates as of which the Base Rent and Additional Rent have been paid in advance, if any; (e) whether any options or elections granted to the Tenant under this Lease, ifhave been exercised; (d) whether or not, to the best of the signer's knowledge, the other party is in default in performance of any obligation, duty or responsibility hereunder, or has taken or omitted to take any action which. solely with the passage of time, would constitute a "Default" hereunder and if so, specifying each such default, action or inaction of which the signer has knowledge; and (e) that the signer is aware that the recipient is relying on such Estoppel certificate for the purpose of extending credit to the Landlord or purchasing the Leased Premises. Buildings or Property, as the case may be.

 

7.03 Mortgagee Right to Cure. Tenant agrees that if Landlord shall have failed to cure any default under this Lease within the time provided for in this Lease, then the mortgagee shall have an additional thirty (30) days within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary. If within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the cure of such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure), then in that event this Lease shall not be terminated while such remedies are being so diligently pursued by such mortgagee.

 

7.04 Attomment. In the event that any mortgagee comes into possession of the property by receiver or otherwise, Tenant shall, upon the written request of such mortgagee, attorn to such mortgagee under the provisions of this Lease and be bound to comply with all the terms and conditions of this Lease for the balance of the Term. Further, Tenant agrees that any cancellation, surrender, or amendment of this Lease without the prior written consent of mortgagee shall be voidable by such mortgagee.

 

 

8.01 Assignment and Sublet. Subject to the provisions hereof, Tenant shall have the right to assign or sublet the Leased Premises and its interest under this Lease, with the written consent of the Landlord, not to be unreasonably withheld, conditioned or delayed. Landlord's reasonable withholding of approval may be based upon the credit and character of the subtenant or assignee, the proposed use of the space, the terms of the assignment or sublease, the proposed alterations to the space, and any other consideration that may have an impact on the quality, security, and economic health of the Property and Buildings. No such assignment or subletting shall in any manner release Tenant from any of its obligations, duties, responsibilities or liabilities under this Lease, or under any extension, modification or alteration executed prior or subsequent to any such assignment or subletting. Any such subletting or assignment shall be to a tenant of a quality and for a use consistent with the Tenant and other tenants in the Buildings or the Property. Landlord reserves the right to approve any and all terms, covenants, conditions, provisions and agreements of any such assignment or subletting. If there is vacant space available for rent at the Property, no proposed sub-tenant can be either an existing tenant at Princeton Commerce Center (without Landlord's approval) or a party with whom Landlord is in negotiations to take controlling ownership in the corporation, limited liability company, limited partnership or other entity holding Tenant's position in this Lease or the position of Guarantor- The merger of Tenant into another entity or any other action resulting in transfer of controlling interest of Tenant shall be deemed an assignment and subject to Landlord's approval.

 

8.02 Landlord's Share of Profits. If' the rental rate paid by any approved subtenant or assignee of the Leased Premises, including any and all payments of any nature or type whatsoever to or for the benefit of the Tenant, including but not limited to payments in kind or services, shall exceed 100% of the Base Rent and Additional Rent being paid under this Lease, then Landlord reserves the right to recapture and demand payment of any such excess from either or both the Tenant and any subtenant or assignee, who shall both be jointly and severally liable to Landlord for payment of same.

 

8.03 Brokerage and Indemnification. Tenant shall defend, indemnify, and hold Landlord harmless from any claims for broker's commission, finder's fee, or other compensation in connection with any sublease or assignment hereunder.

 

 

9.01 Landlord's Consent Required. Tenant agrees to make no alterations, improvements, or additions to the Leased Premises (hereinafter collectively referred to as the ("Tenant Improvements") without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned provided the Tenant Improvements does not adversely affect the structure or the systems servicing the Leased Premises or the Building. Tenant must submit to Landlord, with any such request to make Tenant Improvements, detailed

 

 

plans, drawings and specifications for same prepared by licensed architects or engineers, ("Tenant Plans") as may be appropriate, and any material modifications or changes shall be subject to review and approval by Landlord as stated above prior to being incorporated in the Tenant Improvements. Any and all such Tenant Improvements, excluding solely Tenant's movable trade fixtures, shall become the property of the Landlord upon installation and shall remain upon and be surrendered with the Leased Premises upon the expiration or termination of this Lease. Any Tenant submission of Tenant Plans shall be deemed approved unless Landlord delivers its written objections to Tenant within ten (10) days after receiving such Tenant Plans which objections shall state the reasons for objection.

 

Despite the foregoing, Landlord's consent shall not be required for non-structural work, alterations or improvements (e.g., carpeting, wall coverings, painting, decorating).

 

9.02 Performance of Tenant Improvements. Tenant shall make all Tenant Improvements in accordance with all applicable statutes, laws, rules, regulations, ordinances and codes of authority and entities having jurisdiction over same, shall secure at Tenant's sole cost and expense. any and all required permits, authorizations, approvals, certificates and the like, and all such Tenant Improvements shall be performed in good and workmanlike manner and shall not in any manner diminish the value of the Leased Premises.

 

9.03 Insurance. With regard to each Tenant Improvement, Tenant shall procure, pay for and deliver to Landlord certificates evidencing the following: (a) lire and casualty insurance; (b) Workman's Compensation Insurance covering all persons who will perform any work with regard to such Tenant Improvements for Tenant or any contractor, subcontractor or other person; and (c) Public Liability Insurance for injuries or damage to persons or property. All of the foregoing policies of insurance shall be written by companies authorized to transact such business in the State of New Jersey and with adequate financial capability, and shall be in form, content and amount reasonably satisfactory to Landlord.

 

9.04 Conditions and Reimbursement of Landlord. In granting its consent to any Tenant Improvement, the Landlord may impose such conditions (including, but not limited to guarantees of completion, payment and restoration) as Landlord may reasonably require. Tenant agrees to pay to Landlord as Additional Rent under this Lease any reasonable lees or expenses incurred by Landlord in connection with the Landlord's submission of any drawings, plans and/or specifications for Tenant Improvements to an architect or engineer selected by Landlord, and for any other reasonable costs or expenses incurred by Landlord relating to the review, approval, inspection or monitoring of any Tenant's Improvements. Notwithstanding the review and/or approval of any drawings, plans or specifications by Landlord or any persons or entity on behalf of'Landlord, such review or approval shall in no manner limit or reduce the liability of Tenant or its professionals, consultants, contractors, subcontractors or others performing work or providing services for the drawings, plans, specifications, design and/or construction of the Tenant Improvements.

 

9.05 Tenant Improvements Upon Termination. Tenant shall prior to the expiration of the term of this Lease, or within ten (10) days following any other termination of this Lease, at the option of Landlord. remove Tenant Improvements and restore the Leased Premises,

 

 

reasonable wear and tear excepted. Tenant shall be solely responsible for the costs and expenses of same, including the procurement of the insurance policies required pursuant to Section 9.03, and shall be responsible for any and all damage or injury to the Property of Landlord, other tenants or others as a result of the removal of Tenant improvements and restoration of the Leased Premises.

 

9.06 Landlord not Liable. Landlord shall not at. any time be liable or responsible for the cost, in whole or part, of any Tenant Improvements or any other work of any nature performed by, or at the request of the Tenant in or about the Leased Premises, except solely for the work set forth in Exhibit B and identified as Landlord's Work or any other work performed by Landlord or at the direction of Landlord. Tenant covenants, represents and warrants that Tenant shall not allow or suffer any mechanic's or materialmen's lien to be tiled, perfected or maintained under the laws of the State of New Jersey against the Leased Premises, the Buildings or the Property for or on account of any Tenant Improvements or other work being performed or materials delivered at the request of or for the benefit of the Tenant. Tenant further covenants, represents, warrants and agrees that in the event any contractor, subcontractor, materialman. laborer or any other person or entity whatsoever shall seek to impose a lien upon the Leased Premises, the Buildings or the Property, whether by service or tiling of a notice or stop notice of any kind or nature whatsoever relating to or regarding work performed or to be performed in or about the Leased Premises, Buildings or Property, or materials delivered, or to be delivered, incorporated in or to be incorporated in the Leased Premises, Buildings or Property, at the request of or on behalf of the Tenant, that Tenant shall, within ten (10) days actual notice of same, immediately notify the Landlord and forthwith proceed to obtain an effective cancellation or discharge of such notice, stop-notice or lien (whether by bonding payment or otherwise). Should Tenant fail to accomplish same, Landlord shall have the right to take such actions and pay such monies as may be necessary to immediately effectuate the discharge and/or cancellation of any such notice, stop-notice or lien, and Tenant shall pay Landlord immediately upon invoice therelbre, as Additional Rent, all such monies, costs and expenses of the Landlord in connection therewith, including, but not limited to, reasonable attorney's fees.

 

 

10.01 If the Leased Premises or any part thereof or access thereto shall be damaged by lire or other casualty, Tenant shall give immediate notice thereof to Landlord and this Lease shall continue in full force and effect except as hereinafter set forth. (b) 11 the Leased Premises are partially damaged or rendered partially unusable by fire or other casualty and the remainder of the Leased Premises allows Tenant to conduct its operations in the normal course of its business the damages thereto shall be promptly repaired by and at the expense of Landlord and the rent, until such repair shall be substantially completed, shall be apportioned from the date following the casualty according to the part of the Leased Premises which is usable. (c) If the Leased Premises or access thereto arc totally damaged or rendered wholly or substantially unusable by fire or other casualty for the conduct of Tenant's business, then the rent shall be

 

proportionately paid up to the time of the casualty and thenceforth shall cease until the date when the Leased Premises shall have been repaired and restored by Landlord, subject to Landlord's right to elect not to restore the same as hereinafter provided. (d) If the Leased Premises or access thereto are rendered wholly unusable or (whether or not the Leased Premises are damaged in whole or in part) if the Building shall be so damaged that Landlord shall decide to demolish it or not to rebuild it within one hundred twenty (120) days from the date of the occurrence then, in any of such events, Landlord may elect to terminate this Lease by -written notice to Tenant given within one hundred twenty (120) days after such fire or casualty specifying a date for the expiration of the Lease, which date shall not be more than sixty (60) days after the giving of such notice, and upon the date specified in such notice the term of this Lease shall expire as fully and completely as if such date were the date set forth above for the termination of this Lease and Tenant shall forthwith quit, surrender and vacate the Leased Premises without prejudice however, to Landlord's rights and remedies against Tenant under the Lease provisions in effect prior to such termination, and any rent owing shall be paid up to the date of casualty and any payments of rent made by Tenant which were on account of any period subsequent to the date of such casualty shall be returned to Tenant. Unless Landlord shall serve a termination notice as provided for herein, Landlord shall make the repairs and restorations under the conditions of (b) and (c) hereof, with all reasonable expedition subject to delays due to adjustment of insurance claims, labor troubles and causes beyond Landlord's control provided, however. Tenant shall have the right to cancel this Lease without cost or penalty, on ten (10) days' written notice to Landlord, if the restoration of the Leased Premises is, for any reason whatsoever, not fully completed by Owner within one hundred twenty (120) days of the casualty. In addition, in the event that the Leased Premises or any part thereof or access thereto are totally damaged or rendered wholly or substantially unusable by lire or other casualty during the last year of the term of this Lease, Tenant on sixty (60) days written notice to Landlord shall have the right to cancel this Lease without cost or penalty by notice to Landlord. After any such casualty, Tenant shall cooperate with Landlord's restoration by removing from the Leased Premises as promptly as reasonably possible, all of Tenant's salvageable inventory and movable equipment, furniture, and other property. Tenant's liability for rent shall resume twenty (20) days after written notice from Landlord that the Premises are substantially ready for Tenant's occupancy. (e) Nothing contained hereinabove shall relieve Tenant from liability that may exist as a result of damage from fire or other casualty caused by Tenant, its agents, employees, contractors, invitees or licensees. Notwithstanding the foregoing, both Landord and Tenant shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from tire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Landlord and Tenant each hereby releases and waives all right of recovery against the other or any one claiming through or under each of them by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if both releasors' insurance policies contained a clause providing that such a release or waiver shall not invalidate the insurance and also, provided that such a policy can be obtained without additional premiums. Tenant acknowledges that Landlord will not carry insurance on Tenant's furniture and/or furnishings or any fixtures or equipment, improvements, or appurtenances removable by Tenant and agrees that Landlord will not be obligated to repair any damage thereto or replace the same.

 

 

10.02 Landlord or its agents, servants or employees shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas electricity, water, rain or snow or leaks from any part of the Building, or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or resulting from dampness or resulting from any other cause of whatsoever nature, unless (but only to the extent) any of the foregoing shall be caused by or due to the negligence or willful misconduct of Landlord, its agents, servants or employees. Notwithstanding the preceding provisions of this Article 10.02, Tenant covenants and agrees that (i) any rights of Tenant to make a claim against Landlord or its agents, servants or employees as contemplated herein shall be subject to the waiver of subrogation provisions set forth in Article X of this Lease, and (ii) in no event shall Tenant be entitled to make a claim for consequential, indirect or special damages pursuant to this Article.

 

10.03 Tenant shall reimburse Landlord and its agents for all expenses, damages or fines incurred or suffered by Landlord and its agents by reason of any breach, violation or nonperformance by Tenant, or its agents, servants or employees, of any covenant or provision of this Lease, or by reason of damage to persons or property caused by moving property of or for Tenant in or out of the Building, or by the installation or removal of furniture or other property of or for Tenant, or by reason of or arising out of the carelessness, negligence or improper conduct of Tenant, or its agents, servants or employees, in the use or occupancy of the Leased Premises. Tenant shall have the right, at Tenant's own cost and expense, to participate in the defense of any action or proceeding brought against Landlord or its agents and in negotiations for settlement thereof if, pursuant to this Article 10.03, Tenant would be obligated to reimburse Landlord and its agents for expenses, damages or fines incurred or suffered by Landlord or its agents.

 

10.04 Tenant shall give Landlord notice in case of fire or accidents in the Leased Premises promptly after Tenant is aware of such event.

 

10.05 No recourse shall be had on any of Landlord's obligations hereunder or for any claim based thereon or otherwise in respect thereof against any incorporator, subscriber to the capital stock, shareholder, officer or director, past, present or future. of any corporation or any partner or joint venturer which shall be Landlord hereunder or included in the term -Landlord" or of any successor of any such corporation, or against any principal, disclosed or undisclosed, or any affiliate of any party which shall be Landlord or included in the term "Landlord, " whether directly or through Landlord or through any receiver, assignee, trustee in bankruptcy or through any other person, firm or corporation, whether by virtue of any constitution, statute or rule of law or by enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by Tenant.

 

 

10.06 Tenant shall look solely to Landlord's estate and interest in the Property (including without limitation net casualty insurance proceeds to the extent not used or intended to be used for the repair or restoration of the Property and the net proceeds from a sale of the Property, provided Tenant shall have notified Landlord of any claim against such proceeds within forty-five (45) days after Tenant has notice of said sale) for the satisfaction of any right of Tenant for the collection of a judgment or other judicial process or arbitration award requiring the payment of money by Landlord and no other property or assets of Landlord, Landlord's agents, incorporators, shareholders, officers, directors, partners, principals (disclosed or undisclosed) or affiliates shall be subject to levy, lien, execution, attachment, or other enforcement procedure for the satisfaction of Tenant's rights and remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or under law, or Tenant's use and occupancy of the Leased Premises or any other liability of Landlord to Tenant.

 

10.07 Each party agrees to have included in each of its property insurance policies (insuring the Property in case of Landlord, and insuring the property described in subdivision (h) clause (y) of Article X in the case of Tenant. against loss, damage or destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party arising or in connection with events occurring during the term of this Lease or, if such waiver should be unobtainable or unenforceable, (i) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty occurs or (ii) any other form of permission for the release of the other party. if such waiver, agreement or permission shall not be, or shall cease to be, obtainable from either party's then current insurance company, the insured party shall so notify the other party promptly after learning thereof, and shall use its reasonable efforts to obtain the same from another insurance company described in Article X hereof. Each party hereby releases the other party, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party, for loss, damage or destruction with respect to its property occurring during the term of this Lease to the extent to which it is, or is required to be, insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding subdivisions of this Article X. Nothing contained in this Article X shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild provided for elsewhere in this Lease.

 

10.08 Tenant covenants and agrees to provide at its expense on or before the Commencement Date and to keep in force during the Term naming Landlord, and Tenant as insured party and naming Landlord as an additional insured (x) a comprehensive general liability insurance policy or such successor comparable form of coverage in the broadest form then available (hereinafter referred to as (the "Liability Policy") written on "an occurrence basis", including, without limitation, blanket contractual liability coverage, broad form property damage, independent contractor's coverage and personal injury coverage protecting Landlord and Tenant against any liability whatsoever occasioned by any occurrence on or about the Leased Premises or any appurtenances thereto and (y) a tire and other casualty policy (the "Fire Policy") insuring the full

 

 

replacement value of Landlord's Work and all Tenant's Improvements and betterments installed by or on behalf of Tenant and all of the furniture, trade fixtures and other personal property of Tenant located in the Leased Premises against loss or damage by fire, theft and such other risks or hazards as are insurable under present and future forms of "All Risk" insurance policies. Such policies shall also insure against physical damage to the Leased Premises arising out of an accident covered thereunder; such policies are to be written by good and solvent insurance companies licensed to do business in the State of New Jersey satisfactory to Landlord, and rated by Best's Reports or any successor publication of comparable standing and carrying a rating of A X or better or the then-equivalent of such rating and such policies shall be in such limits and with such maximum deductibles as Landlord may reasonably require. As of the date of this Lease, Landlord reasonably requires limits of liability under (x) the Liability Policy of not less than One Million ($1,000,000) Dollars combined single limit per occurrence for bodily or personal injury (including death) and property damage combined: (y) under the Fire Policy equal to the value of Landlord's Work, all Tenant's Improvements and betterments and furniture, trade fixtures and other personal property with a deductible of no more than One Thousand ($2,500) Dollars. Tenant will furnish Landlord with such information as Landlord may reasonably request from time to time as to the value of the items specified in clause (y) above within ten (10) days after request therefor. Prior to the time such insurance is first required to be carried by Tenant and thereafter, at least fifteen (15) days prior to the expiration date of any such policy, Tenant agrees to deliver to Landlord a certificate evidencing such insurance. Said certificate shall contain an endorsement that such insurance may not be canceled or materially changed except upon thirty (30) days' prior written notice to Landlord. Tenant's failure to provide and keep in force the aforementioned insurance shall he regarded as a material default hereunder entitling Landlord to exercise any or all of the remedies provided in this Lease in the event of Tenant's default.

 

 

11.01 Option to Terminate. If all or any part of the Leased Premises shall be taken or appropriated under the power of eminent domain or conveyed in lieu thereof, either party shall have the right to terminate this Lease in total or with respect to the area so affected upon written notice to the other party, such termination to be effective upon actual delivery of possession of the Leased Premises, or conveyance of title to the Leased Premises to the governmental authority exercising such right of eminent domain. In the event that either party shall terminate this Lease as herein provided as to a portion of the Leased Premises, all Basc Rent and Additional Rent shall be reduced in proportion to the reduction in area of the Leased Premises.

 

11.02 Condemnation Award. Landlord shall receive any income, rent, award, or interest therein which may be paid in connection with the exercise of such power of eminent domain, and Tenant shall have no claim against Landlord for any part of any sum paid by virtue of such proceedings, whether or not attributable to the value of the unexpired term of this Lease. Tenant hereby releases and assigns to Landlord all of Tenant's rights to such award, covenants to deliver

 

 

11.03 Restoration of Premises. In the event that neither Landlord nor Tenant elects to terminate this Lease as a result of a partial taking of the Leased Premises, then Landlord shall promptly restore the Leased Premises to the extent of condemnation proceeds available for such purpose to a condition as comparable as possible to the condition at the time of such condemnation or conveyance, less any portion of any building or land lost in such condemnation and Tenant shall (i) promptly make any and all necessary repairs, alterations and restorations of Tenant's Improvements, fixtures, equipment and furnishings; (ii) promptly re-enter the Premises and commence doing business in accordance with the provisions of this Lease. Base Rent, Additional Rent, and Tenant's Proportionate Share shall he reduced in the same proportion that the floor area so taken or conveyed bears to the floor area of the Leased Premises immediately prior to such conveyance or taking.

 

11.04 Other Tenant Rights. Despite anything to the contrary: (a) if as a result of condemnation Tenant's use or enjoyment of the Building, Property or Leased Premises is materially or substantially impaired, Tenant may terminate this Lease upon 120 days prior written notice to Landlord; and (b) if the Leased Premises, Property and Building are not repaired and restored within 180 days after the condemnation, Tenant may terminate this Lease upon 120 days prior written notice to Landlord (which termination shall be effective as of the date of condemnation).

 

 

 

12.01 Quiet Enjoyment. Landlord covenants that, during the term of this Lease, and provided that Tenant is not in default in the performance of any of its obligations, duties, or responsibilities hereunder, the Tenant shall have the right of quiet enjoyment of the Leased Premises, subject to the terms, covenants and conditions herein.

 

12.02 Structural Maintenance. Landlord covenants that it shall be the sole responsibility of the Landlord to (i) repair, replace, and maintain the roof [except for patching and minor repairs the cost of which will be included in Operating Expenses, and except for damage resulting from the actions of Tenant]; (ii) replace the load bearing structural members; and (iii) repair the foundation of the Buildings or the Leased Premises, unless caused in whole or in part by the Tenant, or any of Tenant's guests, invitees, deliverymen and the like, in which event same shall be the sole financial responsibility of the Tenant, subject however, to any applicable notice, grace and cure period.

 

 

 

(a) Failure to take possession.

 

(b) The vacation or abandonment of the Leased Premises by Tenant accompanied by a failure to pay rent.

 

 

(d) The failure by Tenant to observe or perform any other covenant or provision of this Lease, where such failure shall continue for a period of thirty (30) days after written notice from Landlord to Tenant. if the nature of the Tenant's default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant shall commence such cure within said thirty (30) day period and diligently prosecute such cure to completion.

 

 

 

13.02 Remedies. Upon the occurrence of Default hereunder:

 

 

(b) Landlord may accelerate all Base Rent and Additional Rent due for the balance of the term of this Lease and declare the same to be immediately due and payable;

 

 

 

 

 

 

 

 

 

 

 

15.01 Tenant's Environmental Compliance. For the purpose of this Article 15, the following definitions shall apply:

 

 

15.02 Tenant's Environmental Covenants. Tenant hereby covenants as follows:

 

(a) Tenant shall not use the Leased Premises, Buildings, or Property nor any part thereof, for the purpose of treating, producing, handling, transferring, processing, transporting. disposing, using, or storing of any Toxic Substance.

 

(b) Neither Tenant, nor any of Tenant's employees, agents, contractors, subcontractors. licensees, guests or invitees shall cause or permit to exist, as the result, in whole or in part, of any action or omission by any one or more of them, an Environmental Release.

 

 

(c) Except as otherwise provided, Tenant shall sort, dispose, remove and/or arrange for the sorting, disposal and removal of any and all Recycling Materials, in accordance with any and all applicable federal, state or local statutes, laws, rules or regulations now or hereafter enacted to define and control the sorting and disposal of any non-Toxic Substances, together with all amendments thereto.

 

(d) Tenant shall be responsible for any and all Remediation, including all costs and expenses and the posting of financial assurances, required by any federal, state or local governmental or quasi-governmental authority having jurisdiction, whether ordered during the term of this Lease or otherwise should such Remediation be required as a result of any breach under this Lease or arising or resulting from a closing, terminating or transferring of operations of the Tenant or from any other action or inaction by the Tenant.

 

(e) Tenant shall, at its sole cost and expense, comply with any and all statutes, laws, rules, regulations, ordinances, orders, and/or injunctions issued by a governmental or quasi-governmental authority having jurisdiction relating to or involving Toxic Substances, and Tenant shall give Landlord prompt written notice of any lack of compliance hereunder and of any notice it receives of an alleged violation of any of the foregoing.

 

(f) Notwithstanding anything herein to the contrary, Tenant's obligations are limited solely to remediation necessitated by the acts or negligence of Tenants, its agents, employer, or contractors.

 

 

 

 

 

 

 

18.01 Security Deposit. Tenant shall provide a cash security ("Cash Security Deposit") for the payment and performance of its obligations under this Lease. The Cash Security Deposit will be held by Landlord in an interest bearing account kept separate from Landlord's general funds. The amount of the Cash Security Deposit is set forth in Exhibit A. The Cash Security Deposit is due and payable upon execution of this Lease.

 

18.02 Application and Replacement of Cash Security Deposit. At any time and from time to time during the Lease Term, together with Renewal Term, the Landlord may after any required notice and cure period required by this Lease take, use and apply in any manner such Cash Security Deposit for the purpose of satisfying any obligations, duty, responsibility or liability of the Tenant under this Lease which has not been performed or satisfied within the time periods specified in this Lease, including payment of the costs and expenses of the Landlord incurred in connection therewith (including, but not limited to reasonable attorney's fee) and any amounts due Landlord upon a Default. Landlord shall provide Tenant with written notice of same within a reasonable period of time subsequent to the application of such Cash Security Deposit. In any such event, Landlord shall have the right, at any time thereafter, to demand that Tenant replenish any such amounts expended, and Tenant shall so replenish such sum immediately upon receipt of invoice from Landlord.

 

 

19.02 Notices. All notices, consents, waivers or other communications which are required or permitted hereunder shall be sufficiently deemed given if in writing and delivered personally, or the next day if by a nationally recognized overnight courier service with proof of service, or in three (3) business days if mailed through the United States Postal Service as registered or certified, return receipt requested and postage prepaid. All the foregoing methods of delivery shall be made to the Landlord or the Tenant as the case may be, at the notice addresses stated in Exhibit A, or such other addresses as either party may notify the other of, in writing.

 

 

19.03 Landlord's Consent. Whenever Landlord withholds its consent or approval, and it is established by a court or body having final jurisdiction thereover that Landlord improperly withheld its consent or approval the only effect of such finding shall be that Landlord shall be deemed to have given its consent or approval; and Landlord shall not be liable to Tenant in any respect for money damages by reason of withholding its consent or approval.

 

19.04 Access and Right to Show. (a) Tenant hereby acknowledges and agrees to permit Landlord or Landlord's authorized agents, and their employees, contractors and others specified by Landlord access to the Leased Premises after reasonable notice to Tenant at any reasonable time and from time to time during normal business hours for the purpose of examining and inspecting the Leased Premises, or making repairs, performing maintenance or for any other legitimate business purpose of the Landlord, and at any time for the purposes of making emergency repairs or in the event of a threat of injury or damage to persons or property. Tenant agrees to provide Landlord with all keys and alarm codes, as may be necessary to have access. In case of emergency, Landlord shall have the right to enter the Leased Premises without prior notice to Tenant.

 

(b)Tenant acknowledges that Landlord has reserved the right, and agrees to permit Landlord and Landlord's authorized brokers, agents, and their employees' access to the Leased Premises upon reasonable notice during the last nine (9) months of the Lease Term or any Renewal Term, for the purpose of showing the Leased Premises to prospective tenants and others.

 

 

 

 

 

WITNESS		LANDLORD CPPI II LLC
/s/
		By:	/s/ Deborah Tsabari
			Deborah Tsabari
			Managing Member
WITNESS			TENANT Soligenix, Inc.
/s/		By:	/s/ Christopher J. Schaber
			Name:  Christopher J. Schaber
			Title:    President and CEO

 

 

 

 

b.	Term (Article 1): Three (3) years from the Commencement Date (plus the partial month, if any, if the Commencement Date is not on the first day of a calendar month.

 

c.	Commencement Date: Commencement Date shall be April 1, 2012.

 

d.	Rent Commencement Date: April 1, 2012.

 

e.	Base Rent (Section 2.01): For the first 12 months of the Lease Term Base Rent is $95,812.50 payable $7,984.38 per month.

 

f.	Base Rent Increases:                                                                                                                                Year               Month Base Rent commencing on the 13th month of the Lease through the 36th month            $99,750          $8,312.50

                                                               

h.	First Monthly Rent is hereby acknowledged with the execution of the Lease by Tenant.

 

i.	Estimated Monthly Tenant Utility Cost (Section 3.05): N/A for direct meter. Tenant shall pay all Tenant utility costs directly to the entity supplying the service.

 

j.	Cost of Living Index: N/A

 

k.	Tenant's Proportionate Share (Section 3.01): 8.6%.