Exhibit 10.44


 


SUBLEASE


 


THIS
SUBLEASE (this “Sublease”), dated as of the 17th day of September, 2003,
between PHARMACIA & UPJOHN COMPANY, a Delaware corporation, having an
office c/o Pharmacia Corporation, 100 Route 206 North, Peapack, New Jersey
07977 (herein called “Sublessor”), and DENDRITE INTERNATIONAL, a New
Jersey corporation, having an office at 1200 Mt. Kemble Avenue, Morristown, New
Jersey 07960 (herein called “Subtenant”).


 


W  I
T  N  E  S  S  E  T  H


 


WHEREAS,
Pharmacia Corporation, a Delaware corporation (“Pharmacia”), as tenant,
and Somerset Financial Center, L.L.C., as landlord (“Somerset”), entered
into that certain Agreement of Lease dated as of May 4, 2000 (the “Lease”),
as such lease is amended by that certain First Amendment to Agreement of Lease
dated as of August 14, 2000 (the “Amendment”) between Somerset and
Pharmacia (the Lease and the Amendment collectively, hereinafter the “Main
Lease”), which Main Lease demises the buildings commonly known as 1425
Route 206 (“Building 1”) and 1405 Route 206 (“Building 2”;
together with Building 1, each, a “Building” and together, the “Buildings”)
and located in the planned commercial office development known as Somerset
Financial Center (the “Office Park”) and situated in the Township of
Bedminster, County of Somerset, State of New Jersey; and


 


WHEREAS,
pursuant to a certain Assignment and Assumption of Lease dated
February 27, 2001, Pharmacia assigned its entire interest in the Main
Lease to PCM Leasing Liability Company (“PCM”), a Delaware limited
liability company and an Affiliate (as such term is defined in the Main Lease)
of Pharmacia, and PCM subsequently sublet the entire Demised Premises (as such
term is defined in the Main Lease) to Sublessor (as an Affiliate of both PCM
and Pharmacia) pursuant to that certain Sublease dated February 27, 2001;
and


 


WHEREAS,
Somerset sold the Office Park and assigned the Main Lease to Simon Halegoua,
Isaak Ino Halegoua, Jacob Halegoua, The Germain Halegoua Retained


 


1

















 


Annuity Trust
u/a dated June 16, 1995 f/b/o Rachel Ettie Halegoua, The Germain Halegoua
Retained Annuity Trust u/a dated June 16, 1995 f/b/o Jason Erik Halegoua
and The Germain Halegoua Retained Annuity Trust u/a dated June 16, 1995
f/b/o Jamie Adam Halegoua, collectively d/b/a Jaygrace Co., which subsequently
sold the Office Park and assigned the Main Lease to Jaygrace Co., L.L.C., with
an address at 1 Crescent Road, Port Jefferson, New York 11777 (“Overlandlord”);
and


 


WHEREAS,
Sublessor has opted to exercise its option under Paragraph 27 of the Main Lease
to sublease the premises described herein pursuant to this Sublease.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:


 


1.             BASIC SUBLEASE PROVISIONS AND DEFINITIONS. 
In addition to other terms defined elsewhere in this Sublease, the
following terms whenever used in this Sublease shall only have the meanings set
forth in this paragraph, unless such meanings are expressly modified, limited
or expanded elsewhere herein:


 


(a)           Subleased Premises: 
The Subleased Premises shall consist of: (i) during the First Phase
Period (as hereinafter defined), thirty-eight thousand eight hundred and
thirty-three (38,833) square feet in Building 1 (which constitutes the entire
second (2nd) floor), plus a local area network room (“LAN Room”))
consisting of two thousand two hundred seventy-seven (2,277) square feet, plus
an undivided share of the existing cafeteria (consisting of seven thousand
seven hundred thirty-eight (7,738) square feet, of which Subtenant shall be
deemed for purposes of this Sublease to be renting one thousand three hundred fifty-five
(1,355) square feet) located in Building 1 to be used in common with Sublessor
during the First Phase Period, for a


 


2

















 


cumulative
total of forty-two thousand four hundred sixty-five (42,465) square feet in
Building 1, all as depicted on Exhibit A-1 attached hereto and made a
part hereof (the “First Phase Space”), all of which is part of the space
leased under the Main Lease to Sublessor; (ii) during the Second Phase Period
(as hereinafter defined), all of the remaining space leased to Sublessor under
the Main Lease in both Buildings, for a combined total of two hundred
thirty-three thousand (233,000) square feet, which represents the entire space
leased to Sublessor under the Main Lease and which Sublessor represents is the
basis that Sublessor is paying rent under the Main Lease, all as depicted on Exhibit
A-2 attached hereto and made a part hereof.  During the First Phase Period, Subtenant shall have the right to
use the lobby of Building 1 in common with Sublessor, provided such use shall
be in accordance with the terms and provisions of the Main Lease and this
Sublease.  During the First Phase
Period, Subtenant shall have the right to use the loading dock area of Building
1 in common with Sublessor, provided such use is during Business Hours and does
not interfere or adversely affect in a material way Sublessor’s use thereof,
and provided further that such use shall be in accordance with the terms and
provisions of the Main Lease and this Sublease.  During the First Phase Period, any use of the loading dock area
of Building 1 after Business Hours by Subtenant shall be approved in advance by
Sublessor and Sublessor may, at its option, have a security representative
present, the reasonable cost of which shall be borne solely by Subtenant.


 


(b)           Term:  The Term of this
Sublease shall consist of the First Phase Period (as hereinafter defined) and
the Second Phase Period (as hereinafter defined).  The “First Phase Period” shall mean the period commencing on the
date (the “Commencement Date”) which is the later of: (i) thirty (30)
days following the execution of this Sublease by Sublessor and Subtenant, or
(ii) the date the consent of Overlandlord to this Sublease is received (subject
to the provisions


 


3

















 


of Paragraph
32 of this Sublease), and ending on the First Phase Period Expiration
Date.  The “Second Phase Period” shall
mean the period commencing on May 1, 2004 (the “Second Phase Period
Commencement Date”) and ending on the Second Phase Period Expiration Date.


 


(c)           Expiration Date:


 


(i)            First Phase Period Expiration Date. 
The First Phase Period Expiration Date shall mean the period ending at
11:59:59 p.m. on April 30, 2004.


 


(ii)           Second Phase Period Expiration Date. 
The Second Phase Period Expiration Date shall mean the period ending at
11:59:59 p.m. on October 30, 2015.


 


All references to the term “Expiration
Date” in the Main Lease shall be deemed to refer to the Second Phase Period
Expiration Date.


 


(d)           Renewal Terms: 
None.


 


(e)           Fixed Rent: 
The Fixed Rent is payable by Subtenant in the following Monthly Fixed
Rent installments (each such installment being one-twelfth (1/12th) of Fixed
Rent payable) during the Term of this Sublease, beginning on the date which is
four (4) months after the Commencement Date (the “Rent Commencement Date”):



 


	
  Period

  	
   

  	
  Annual Fixed

  Rent

  	
   

  	
  Monthly

  Fixed Rent

  	
   

  	
  Per Square

  Foot

  	
   

  	
  Square

  Footage

  	
   

  
	
  Rent
  Commencement Date – 7/31/2004

  	
   

  	
  $

  	
  870,532.50

  	
   

  	
  $

  	
  72,544.38

  	
   

  	
  $

  	
  20.50

  	
   

  	
  42,465 s.f.

  	
   

  
	
  8/1/2004 –
  10/31/2005

  	
   

  	
  $

  	
  4,776,500.00

  	
   

  	
  $

  	
  398,041.67

  	
   

  	
  $

  	
  20.50

  	
   

  	
  233,000 s.f.

  	
   

  
	
  11/1/2005 –
  10/31/2011

  	
   

  	
  $

  	
  4,893,000.00

  	
   

  	
  $

  	
  407,750.00

  	
   

  	
  $

  	
  21.00

  	
   

  	
  233,000 s.f.

  	
   

  
	
  11/1/2011 –
  10/31/2015

  	
   

  	
  $

  	
  5,009,500.00

  	
   

  	
  $

  	
  417,458.33

  	
   

  	
  $

  	
  21.50

  	
   

  	
  233,000 s.f.

  	
   

  



 


4

















 


Except as may
otherwise be provided in Paragraph 14 of this Sublease, in no event shall the
Rent Commencement Date be later than February 15, 2004.


 


(f)            Late Charge: 
If payment of any Fixed Rent or Additional Rent shall not have been paid
by the fifth (5th) day after the date on which such amount was due and payable
then, in addition to, and without waiving or releasing, any other remedies of
Sublessor, a late charge of three percent (3%) per annum over the prime rate as
announced by Citibank, N.A., or the then maximum lawful interest rate,
whichever shall be less, from the date on which such amount was due, on the
amount overdue shall be payable on demand by Subtenant to Sublessor as damages
for Subtenant’s failure to make prompt payment.  The late charges for any month shall be payable on the first day
of the following month, and in default of payment of any late charges,
Sublessor shall have (in addition to all other remedies) the same rights as
provided in this Sublease (including the provisions incorporated by reference)
for nonpayment of Fixed Rent.  Nothing
in this paragraph contained and no acceptance of late charges by Sublessor
shall be deemed to extend or change the time for payment of Fixed Rent or Additional
Rent.


 


(g)           Subtenant’s Proportionate Share of the
Office Park:  During the First Phase Period, Subtenant’s
Proportionate Share of the Office Park shall be 18.2%.  During the Second Phase Period, Subtenant’s
Proportionate Share of the Office Park shall be 100%.


 


(h)           Letter of Credit Amount: 
Two Million Four Hundred Thousand Dollars ($2,400,000) at the
Commencement Date, which shall be increased to Four Million Eight Hundred
Thousand Dollars ($4,800,000) at the Second Phase Period Commencement Date, all
in accordance with and subject to Paragraph 25 of this Sublease.


 


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(i)            Subtenant’s S.I.C. Code (as per most
recent S.I.C. Manual as published by the United States Office of Management
Budget):  7372


 


(j)            Designated Brokers: 
Binswanger and Williams Real Estate of New Jersey LLC.


 


(k)           Number of Subtenant Allocated Parking
Spaces:  During the First Phase Period, Subtenant
shall be allocated and shall have the exclusive right to park its vehicles in
all of the existing and future outdoor, above-ground visitor parking spaces
(the “Visitor Spaces”) allocated to the Buildings in direct proportion
to Subtenant’s Proportionate Share of the Office Park, as more particularly
depicted on Exhibit B attached hereto and made a part hereof; provided,
however, Subtenant shall not be permitted to use any of the 108
underground executive spaces (the “Garage Spaces”) at the Office Park
until the beginning of the Second Phase Period.  During the Second Phase Period, Subtenant shall have the
exclusive right to 100% of the Visitor Spaces and 100% of the Garage Spaces
allocated to each Building. 
Construction of any future parking spaces shall be at Subtenant’s sole
cost and expense and shall be constructed in accordance with the terms of this
Sublease and the Main Lease. 
Notwithstanding anything herein to the contrary, any such spaces
allocated to Subtenant shall not be marked as reserved for Subtenant, nor shall
Sublessor be responsible for policing the usage of such spaces.  At the written request of Subtenant,
Sublessor agrees to reasonably cooperate and assist Subtenant, at no additional
cost, expense or significant time commitment to Sublessor, in securing the
consent of Overlandlord and/or the municipal authorities, to the extent
required, for the expansion of the Visitor Spaces for the Office Park, as may
be provided under the approved site plan for the Office Park.  Sublessor makes no representation as to
whether any such expansion of the Visitor


 


6

















 


Spaces shall
be permitted under any approved site plan for the Office Park and Subtenant
acknowledges and agrees that its obligations under this Sublease shall be in no
way conditioned upon whether Subtenant receives or is denied approval to
construct the additional Visitor Spaces.


 


(l)            Base Year: 
For purposes of this Sublease, the Base Year shall be 2004.


 


(m)          Common Areas. 
For purposes of this Sublease, the definition of “Common Areas” as set
forth in Paragraph 1(d) of the Main Lease shall be deemed deleted for the
purpose of incorporation by reference in this Sublease and is hereby replaced
and restated in its entirety as follows:


 


“The ‘Common Areas’ shall consist of those
parts of the Land and the Office Park designated by Landlord for the common use
of Landlord, all tenants of both Buildings and any other persons entitled to
use the same, such Common Areas to include, among other things, utility lines;
pump stations; drainage basins; oil/water separators; drainage swales; pipes
and outfalls; detention or retention ponds; and other facilities on or serving
the Land; non-exclusive parking facilities (including non-exclusive garage and
surface parking areas); walkways; access drives; exterior Building signage;
exterior landscaped areas on the Land; and other facilities or Improvements (as
hereinafter defined) owned, operated or maintained, in whole or in part, by
Landlord for use by all tenants of both Buildings.”


 


(n)           Improvements. 
The definition of “Improvements” as set forth in Paragraph 1(e) of the
Main Lease shall be deemed deleted for the purpose of incorporation by
reference in this Sublease and is hereby replaced and restated in its entirety
as follows:


 


“For purposes of this Lease, the term
‘Improvements’ shall mean and include all, whether existing now or in the
future, buildings on the Land, including both Buildings, and/or appurtenant
structures or improvements of any kind on the Land, whether above, on, or below
the Land surface, including, without limitation, outbuildings, loading areas,
canopies, walls, waterlines, sewer,


 


7

















 


electrical and gas distribution
facilities, parking facilities (including garage and surface parking areas),
walkways, curbs, roads, rights-of-way, access drive, fences, hedges, exterior
plantings, poles and signs.”


 


(o)           Building Real Estate Taxes: 
For purposes of this Sublease, the definition of “Building Real Estate
Taxes” as set forth in Paragraph 3(a) of the Main Lease shall be deemed deleted
for the purpose of incorporation by reference in this Sublease and is hereby
replaced and restated in its entirety as follows:


 


“‘Building Real Estate Taxes’ shall
mean all real property taxes and assessments now or hereafter imposed upon both
Buildings, the Demised Premises and other real property or improvements located
upon, included with, or assessed as part of both Buildings or the Demised
Premises as well as any payments imposed upon both Buildings, the Demised
Premises and other real property or improvements located upon, included with,
or assessed as part of both Buildings or the Demised Premises in-lieu of any
such real property taxes and assessments. 
If, due to a change in the method of taxation or assessment, any
franchise, income, profit or other tax, however designated, shall be
substituted by the applicable taxing authority, in whole or in part, for the
Building Real Estate Taxes now or hereafter imposed, such franchise, income,
profit or other tax shall be deemed to be included in the term “Building Real
Estate Taxes.”  Building Real Estate
Taxes shall not include any inheritance, estate, succession, transfer, gift,
franchise, net income, capital stock tax, corporate, capital levy, stamp, or
transfer tax (except to the extent that, as provided for above, such tax is
substituted for and in lieu of Building Real Estate Taxes now or hereafter
imposed) and shall not include Office Park Real Estate Taxes.”


 


(p)           Real Estate Taxes. 
For purposes of this Sublease, the definition of “Real Estate Taxes” as
set forth in Paragraph 3(a) of the Main Lease shall be deemed deleted for the
purpose of incorporation by reference in this Sublease and is hereby replaced
and restated in its entirety as follows:


 


8

















 


“‘Real Estate Taxes’ shall mean all
Building Real Estate Taxes and Office Park Real Estate Taxes.”


 


(q)           Building Operating Expenses: 
For purposes of this Sublease, the definition of “Building Operating
Expenses” as set forth in Paragraph 3(a) of the Main Lease shall be deemed
deleted for the purpose of incorporation by reference in this Sublease and is
hereby replaced and restated in its entirety as follows:


 


“‘Building Operating Expenses’
shall mean the total of all the costs and expenses paid or incurred by Landlord
(and/or others to the extent that costs paid or incurred by others are
chargeable to Landlord) with respect to and to the extent reasonably allocable
to the management, operation, maintenance and repair of both Buildings and/or
the Demised Premises and the required services provided tenants therein,
excepting electrical energy and other utility expenses paid directly by Tenant
to the applicable utility supplying said service pursuant to Paragraph 15 of
this Lease, including, but not limited to: all utilities, including without
limitation, water, electricity, gas, lighting, sewer and waste disposal; air
conditioning, ventilation and heating; maintenance of elevators; operation,
maintenance, repair or replacement of utility lines, pump stations, drainage
basins, drainage swales, pipes and outfalls, oil water separators, and other
facilities located in or serving both Buildings and/or the Demised Premises;
maintenance and painting of non-tenanted areas (if any); fire, all-risk, boiler
and machinery, sprinkler, apparatus, public liability, property damage, rent,
and plate glass insurance, to the extent maintained; supplies; wages, salaries,
disability benefits, pensions, hospitalization, retirement plans, group
insurance, worker’s compensation insurance, payroll, social security,
unemployment, and other similar taxes with respect to employees of Landlord and
its managing agents (if any); uniforms and workers’ clothes for such employees
and the cleaning thereof and other similar employees benefits and expenses
imposed on Landlord and/or its managing agents (if any) pursuant to law or to
any collective bargaining agreement with respect to Landlord’s and/or its
managing agent’s employees (up to and including the Building manager for both
Buildings) to the extent and in such proportion that the services of such
employees are dedicated to the operation of both Buildings and/or the Demised
Premises; the cost for a bookkeeper and for an accountant and any other
professional and consulting fees, including legal and auditing fees to the
extent and in such


 


9

















 


proportion that the services of such
professional and consultants are dedicated to the operation of both Buildings
and/or the Demises Premises; the expenses, including payments to attorneys and
appraisers, incurred by Landlord in connection with any application or
proceeding wherein Landlord obtains or seeks to obtain reduction or refund of
the Building Real Estate Taxes payable or paid; management fees of both Buildings
and/or the Demises Premises; and any other expenses of any kind whatsoever
reasonably incurred in managing, operating, maintaining, or repairing both
Buildings and/or the Demises Premises. 
Notwithstanding anything to the contrary provided in the foregoing
definition, Building Operating Expenses shall not include any Office Park
Operating Expenses.”


 


2.             DEMISE AND ASSUMPTION. 
Sublessor hereby leases to Subtenant, and Subtenant hereby hires from
Sublessor, the Subleased Premises together with the non-exclusive right to use
any pedestrian easements and/or vehicular easements which may exist from time
to time for the benefit of owners and occupants of the Building then currently
occupied by Subtenant over any portion of the Land (as hereinafter defined) or
any adjacent parcels in the Office Park, together with all other Common Areas
(but subject to Subtenant’s right to park as provided in Paragraph 1(k) of this
Sublease), for the Term commencing on the Commencement Date and ending on the
Second Phase Period Expiration Date, or such earlier date upon which the Term
may expire or be terminated pursuant to the provisions of this Sublease or the
Main Lease or pursuant to law, upon the terms and conditions set forth in this
Sublease.  The parcel of land on which
each Building is located (the “Land”) and the Office Park are more
particularly shown on the site plan attached hereto as Exhibit A.  This Sublease and the tenancy hereby created
shall cease and terminate at the Second Phase Period Expiration Date without
the necessity of any notice from either Sublessor or Subtenant to terminate the
same, and Subtenant hereby waives notice to vacate the Subleased Premises and
Subtenant agrees that Subtenant shall have no interest in the Subleased
Premises upon the expiration of this Sublease. 
Subtenant


 


10

















 


hereby
assumes all of the obligations of Sublessor as tenant under the Main Lease (to
the extent applicable to the space hereby sublet for the Term of this Sublease).  Subtenant shall be afforded reasonable
access to the Subleased Premises during Business Hours prior to the
commencement of the First Phase Period and/or the Second Phase Period, upon at
least 48 hours advance written notice to Sublessor, for the sole purpose of
taking measurements therein to prepare for the commencement of the performance
of approved Alterations (as hereinafter defined) therein; provided, however,
that Subtenant shall not have the right during such access to make any
modifications, improvements or alterations or take any invasive measures
whatsoever and Sublessor shall have the right to have a representative present
during all such times.


 


3.             SUBORDINATE TO MAIN LEASE. 
This Sublease is and shall be subject and subordinate to the Main Lease
and to the matters to which the Main Lease is or shall be subject and
subordinate.  Sublessor represents that
a full and complete copy of the Main Lease, as amended, has been delivered to
Subtenant, with certain provisions regarding certain terms of the deal between
Sublessor and Overlandlord having been redacted, and Subtenant acknowledges
receipt of the same. To Sublessor’s knowledge, the Main Lease is, as of the
date hereof, in full force and effect. To Sublessor’s knowledge, no event of
default has occurred under the Main Lease which remains uncured beyond the
expiration of all applicable notice and cure periods, and, to Sublessor’s
knowledge, no event has occurred and is continuing which would constitute an
event of default under the Main Lease but for the requirement of the giving of
notice and/or the expiration of the period of time to cure.


 


4.             INCORPORATION BY REFERENCE. 
The terms, covenants and conditions of the Main Lease are incorporated
herein by reference so that, except to the extent that they are


 


11

















 


inapplicable
or modified by the provisions of this Sublease for the purpose of incorporation
by reference, each and every term, covenant and condition of the Main Lease
binding or inuring to the benefit of the landlord thereunder shall, in respect
of this Sublease, bind or inure to the benefit of Sublessor, and each and every
term, covenant and condition of the Main Lease binding or inuring to the
benefit of the tenant thereunder shall, in respect of this Sublease, bind or
inure to the benefit of Subtenant, with the same force and effect as if such
terms, covenants and conditions were completely set forth in this Sublease, and
as if the words “Landlord” and “Tenant,” or words of similar import, wherever
the same appear in the Main Lease, were construed to mean, respectively,
“Sublessor” and “Subtenant” in this Sublease, and as if the words “Demised
Premises,” or words of similar import, wherever the same appear in the Main
Lease, were construed to mean “Subleased Premises” in this Sublease, and as if
the word “Lease,” or words of similar import, wherever the same appear in the
Main Lease, were construed to mean this “Sublease.”  Subtenant shall pay upon demand for any special services or
requirements of Subtenant, including, without limitation, overtime air
conditioning, extra cleaning, extra elevator use, and extra water use.  The time limits contained in the Main Lease
for the giving of notices, making of demands or performing of any act,
condition or covenant on the part of the tenant thereunder, or for the exercise
by the tenant thereunder of any right, remedy or option, are changed for the
purposes of incorporation herein by reference by shortening the same in each
instance by one-half the number of days, or by seven  (7) days, whichever is less, so that in each instance Subtenant
shall have seven (7) days less or one-half the amount of time to observe or
perform hereunder than Sublessor has as the tenant under the Main Lease.  Paragraphs I, II, III, IV, VI, VII, VIII,
IX, X, XI, XII and XIII of the Preamble of the Main Lease shall be deemed
deleted for the purpose of incorporation by reference in this Sublease and are


 


12

















 


hereby
replaced by Paragraphs 1(a) through 1(k) of this Sublease.  Paragraph 1(a) of the Main Lease shall be
deemed deleted for the purpose of incorporation by reference in this Sublease
and is hereby replaced by Paragraph 2 hereof. 
Paragraphs 2(a) and 2(b) of the Main Lease shall be deemed deleted for
the purpose of incorporation by reference in this Sublease and are hereby
replaced by Paragraph 13 hereof. 
Paragraph 1(b), Paragraph 1(c)(ii) in its entirety after the first
sentence, and Paragraphs 2(c), 3(c), 3(d), 3(e) (after the second reference to
the word “Tenant” and continuing to the end of the provision), 3(f), 3(g),
4(a), 4(b), 5(c), 5(f), 9, 15(a) (after the Second Phase Period Commencement
Date), 15(c), 15(d), 15(e) (prior to the commencement of the Second Phase
Period), 16(b), 18, 20, 22, 23, 27, and 32 and of the Lease, Paragraphs 3(b),
3(c), 3(d), 3(e), 3(f), 3(g), 3(i), 3(j) and 3(l) of the Amendment, and Exhibit
A, Exhibit A-1, Exhibit B, Exhibit C (including Schedule 1 and
Schedule 2) and Exhibit E of the Main Lease shall be deemed deleted for
the purpose of incorporation by reference in this Sublease.  Any non-liability, indemnity or hold
harmless provision in the Main Lease for the benefit of the landlord under the
Main Lease, that is incorporated herein by reference, shall be deemed to inure
to the benefit of Sublessor, Overlandlord, and any other person intended to be
benefited by said provision, for the purpose of incorporation by reference in
this Sublease.  Any right of Overlandlord
of access or inspection and any right of Overlandlord to do work in the
premises demised under the Main Lease or in the Building(s) and any right of
Overlandlord in respect of rules and regulations shall be deemed to inure to
the benefit of Sublessor, Overlandlord, and any other person intended to be
benefited by said provision, for the purpose of incorporation by reference in
this Sublease.  If any of the express
provisions of this Sublease shall conflict with any of the provisions
incorporated by reference, such conflict shall be resolved in every instance in
favor of the express provisions of this Sublease.  If Sublessor receives, in connection with


 


13

















 


Operating
Expenses and Real Estate Taxes, any written notice, demand, statement or
invoice from Overlandlord or any third party vendor, Sublessor shall promptly
give a copy thereof to Subtenant, and Subtenant shall not have the right to
audit any such notices, demands, statements or invoices, nor shall Subtenant
have the right to audit Sublessor’s Statement (as hereinafter defined).


 


5.             OPERATING EXPENSES AND REAL ESTATE TAXES.


 


(a)           From and after January 1, 2005 and
continuing until the Second Phase Period Expiration Date, Subtenant shall pay
to Sublessor as Additional Rent, in advance, without demand and without any
setoff or deduction, the amount (“Expense Adjustment Amount”) by which
the total of the Real Estate Taxes in a Lease Year (as such term is defined in
Paragraph 3(a) of the Main Lease) and Operating Expenses (as such term is defined
in Paragraph 3(a) of the Main Lease) in a Lease Year exceeds the total of Real
Estate Taxes and Operating Expenses for the Base Year, respectively.  The Expense Adjustment Amount with respect
to each Lease Year shall be paid in equal monthly installments, in advance, on
the first day of each month during such Lease Year in an amount estimated from
time to time by Sublessor and communicated by written notice to Subtenant,
together with the basis for such estimation. 
In the event that said estimate is delivered to Subtenant after the
first day of January of the applicable Lease Year, said amount, so
estimated, shall be payable as Additional Rent, in equal monthly installments,
in advance, on the first day of each month over the balance of such Lease Year,
with the number of installments being equal to the number of full calendar
months remaining in such Lease Year. 
Subtenant shall continue to pay such estimated amount of Expense
Adjustment Amount for each subsequent Lease Year thereafter on or before the
first (1st) day of each month in advance


 


14

















 


without
demand and without any setoff or deduction, but the aforesaid estimated amount
of the Expense Adjustment Amount may be adjusted and revised by Sublessor after
the end of each calendar year during the Term on the basis of the projected
Operating Expenses and Real Estate Taxes for the subject lease year, which
projection shall be given to Subtenant. 
Notwithstanding anything herein to the contrary, in event that the total
of the Real Estate Taxes in a Lease Year and Operating Expenses in a Lease Year
are equal to or less than the total of Real Estate Taxes and Operating Expenses
for the Base Year, the Expense Adjustment Amount for such Lease Year shall be
zero and Subtenant shall not be entitled to any credit or refund whatsoever for
such Lease Year on account of Operating Expenses and Real Estate Taxes, except
as provided in subparagraph (b) below.


 


(b)           As promptly as practicable following the
close of each Lease Year, but in any event within one hundred twenty (120) days
after such close (provided that Sublessor receives from Overlandlord a
statement as described in the first sentence of Section 3(c)(iv) of the
Main Lease within ninety (90) days following the end of each Lease Year, as
provided in Section 3(c)(iv) of the Main Lease). Sublessor shall prepare
and deliver to Subtenant a statement (“Sublessor’s Statement”)
specifying Operating Expenses and Real Estate Taxes for the applicable Lease
Year.  Sublessor shall compute the
Expense Adjustment Amount for the applicable Lease Year based on Operating
Expenses and Real Estate Taxes specified in Sublessor’s Statement and Sublessor
shall deliver to Subtenant a statement of such amount based upon said Sublessor’s
Statement.  Subtenant shall pay any
deficiency to Sublessor as shown by such statement within ten (10) days after
receipt of such statement.  If the total
of the estimated monthly installments paid by Subtenant during any Lease Year
exceeds the actual Expense Adjustment Amount due from Subtenant for such Lease
Year, Sublessor shall, provided


 


15

















 


Subtenant is
not in default hereunder, at Sublessor’s option, either (i) refund such excess
or (ii) credit such excess against the most current monthly installment or
installments due Sublessor for its estimate of the Expense Adjustment Amount
for the next following Lease Year.  A
pro rata adjustment shall be made for a fractional Lease Year occurring during
the term of this Sublease based upon the number of days of the term of this
Sublease during said Lease Year as compared to three hundred sixty-five (365)
days and all additional sums payable by Subtenant or credits due Subtenant as a
result of the provisions of this paragraph shall be adjusted accordingly.


 


(c)           From time to time during any applicable
Lease Year, Sublessor may reestimate, together with the basis for same, the
amount of the Expense Adjustment Amount, and in such event Sublessor shall
notify Subtenant, in writing, of such reestimate in the manner above set forth
and fix monthly installments for the then remaining balance of such Lease Year
in an amount sufficient to pay the reestimated amount over the balance of such
Lease Year after giving credit for payments made by Subtenant on the previous
estimate.


 


(d)           If, due to a future change in the method
of taxation or in the taxing authority, any tax or excise on rents, gross
receipts tax, or other tax, however described, is levied or assessed by the United
States of America or the state in which the Office Park is located or any
political subdivision thereof, against Sublessor in respect to the Fixed Rent,
Additional Rent, or other charges reserved under this Sublease or as a result
of Sublessor’s receipt of such rents or other charges accruing under this
Sublease; the same shall be paid by Subtenant as Additional Rent hereunder; provided,
however, Subtenant shall have no obligation to pay net income taxes of
Sublessor.


 


16

















 


(e)           Notwithstanding anything herein to the
contrary, with respect to those certain non-infrastructure related operation
and maintenance services set forth on Exhibit C attached hereto and made
a part hereof, Sublessor agrees to reasonably cooperate with efforts to review
operations and current service providers and other vendors to identity
cost-saving opportunities by identifying such other service providers and
vendors that may provide substantially similar services to those set forth on Exhibit
C at a lower cost, provided that the replacement of the current vendor
shall not adversely affect Sublessor’s maintenance and repair obligations under
the Main Lease.  Notwithstanding the
foregoing, all contracts for operation, maintenance and repair for the
Buildings and the Office Park shall be entered into by Sublessor, at
Sublessor’s reasonable discretion, subject to the preceding sentence, and to
Paragraph 36 below.


 


(f)            In the event that the assessed value of
the Office Park increases by an amount exceeding ten percent (10%) (the “Tax
Threshold”) in a tax year, and provided that such increase in the assessed
value of the Office Park was not caused by or the result of Subtenant’s actions
at the Office Park, and further provided that Subtenant is not then in default
under this Sublease, Subtenant, no more frequently than once every three (3)  years,
shall have the right to submit a written request to Sublessor, which request
shall be considered by Sublessor, with respect to the contest or appeal of the
increase in the assessed value of the Office Park over the Tax Threshold.  Sublessor, in Sublessor’s sole and absolute
discretion, may elect to (i) file a tax appeal at any time, in accordance with
the requirements set forth in the Main Lease, or (ii) not file a tax appeal in
which event any increase in excess of the Tax Threshold shall be borne by
Sublessor, at Sublessor’s sole cost and expense.  Notwithstanding the foregoing, in the event that Sublessor files
a tax appeal, whether or not such tax appeal was requested by Subtenant,


 


17

















 


Subtenant
shall remain liable for payment of the entire Expense Adjustment Amount (which
shall include any and all taxes based on the then assessed value of the Office Park)
regardless of the outcome of Sublessor’s tax appeal, including any additional
increases in the assessed value of the Office Park.  If a contest or appeal made by Sublessor shall result in a
decrease in the assessed value of the Office Park, all credits or refunds over
the Tax Threshold shall belong to and be remitted to Subtenant, and the
remainder of any credits or refunds shall belong to and be remitted to
Sublessor.  Notwithstanding anything
herein to the contrary, the foregoing shall in no way limit or modify
Sublessor’s rights to file a tax appeal as provided in the Main Lease; provided,
however, that any appraisers, attorneys and other representatives
selected by  Sublessor for any tax
appeal shall be subject to the reasonable approval of Subtenant.


 


6.             AMENITIES. 
Sublessor shall have sole and exclusive use of all existing amenities,
including the fitness center, existing local area network room in Building 1
(the “Sublessor LAN Room”), existing security room in Building 1 (the “Sublessor
Security Room”), company store, medical suite, training room, mailroom and
data center until the space occupied by these areas is delivered to
Subtenant.  By way of example and not
limitation, until the Second Phase Period Commencement Date, Sublessor shall
have the sole and exclusive use of (i) the Sublessor LAN Room, and (ii) the
Sublessor Security Room.  During the
First Phase Period, Sublessor and Subtenant shall share the cafeteria in
Building 1 in common and Subtenant shall have access to the Sublessor LAN Room
solely for the purpose of running and maintaining wires, provided that such
access does not unreasonably interfere with Sublessor’s operations therein, and
provided further that Sublessor shall have the right to have a representative
present.


 


18

















 


7.             SECURITY/GUARD SERVICES. 
Beginning on the Commencement Date and continuing through the First
Phase Period Expiration Date, the cost incurred by Sublessor to operate the
existing Building security system and guard service shall be distributed
proportionately to Subtenant based on Subtenant’s Proportionate Share of the
Office Park.  Beginning on the Second
Phase Period Commencement Date, or such earlier time that Sublessor vacates the
Office Park, Subtenant, at its sole cost and expense, shall be responsible for
the operation of any security system and/or guard service.  Notwithstanding the foregoing, Subtenant, at
Subtenant’s sole cost and expense, shall provide its own guard service and/or
security system on the second (2nd) floor of Building 1 until the First Phase
Period Expiration Date.  Employees of
Subtenant will have to show an identification pass to Sublessor’s security
forces until the First Phase Period Expiration Date.  The parties acknowledge that safety and security devices,
services and programs provided by Sublessor, if any, while intended to deter
crime and ensure safety, may not in given instances prevent theft or other
criminal acts, or ensure safety of persons or property.  The risk that any safety or security device,
service or program may not be effective, or may malfunction, or be circumvented
by a criminal, is assumed by Subtenant with respect to Subtenant’s property and
interests, and Subtenant shall obtain insurance coverage against such losses
resulting from criminal acts, as may be further described in the Main
Lease.  During the First Phase Period,
Subtenant agrees to cooperate in any reasonable safety or security program
developed by Sublessor, required under the Main Lease or required by law and
during the Second Phase Period, Subtenant agrees to cooperate in any reasonable
safety or security program required under the Main Lease or required by law.


 


8.             PERFORMANCE BY SUBLESSOR. 
Any obligation of Sublessor which is contained in this Sublease by the
incorporation by reference of the provisions of the Main Lease


 


19

















 


may be
observed or performed by Sublessor using commercially reasonable efforts to
cause Overlandlord to observe and/or perform the same, and Sublessor shall have
a reasonable time to enforce its rights to cause such observance or
performance.  Sublessor shall not be
required to furnish, supply or install anything under any article of the
Main Lease.  Subtenant shall not in any event
have any rights in respect of the Subleased Premises greater than Sublessor’s
rights under the Main Lease, and, notwithstanding any provision to the
contrary, as to obligations that pertain to the Subleased Premises and are
contained in this Sublease by the incorporation by reference of the provisions
of the Main Lease, Sublessor shall not be required to make any payment or
perform any obligation or provide any services.  Sublessor shall not be responsible for any failure or
interruption, for any reason whatsoever, other than as a direct result of
Sublessor’s exclusive gross negligence, of the services or facilities that may
be appurtenant to or supplied at the Building(s) under the Main Lease or
otherwise, including, without limitation, heat, air conditioning, water,
electricity, elevator service and cleaning service, if any; and no failure to
furnish, or interruption of, any such services or facilities shall give rise to
any (a) abatement, diminution or reduction of Subtenant’s obligations under this
Sublease, (b) constructive eviction, whether in whole or in part, or (c)
liability on the part of Sublessor, unless directly and exclusively caused by
the gross negligence of Sublessor. 
Notwithstanding the foregoing, (i) upon the occurrence of an event that
would give Sublessor the right to withhold or offset against Fixed Rent (as
such term is defined in the Main Lease) as provided in Paragraph 17(b) of the
Main Lease, Sublessor agrees to exercise such offset right following the
written request of Subtenant, in which event Subtenant shall also be entitled
to a proportionate reduction in the amount of Fixed Rent due to Sublessor under
this Sublease, and (ii) upon the occurrence of an event that would entitle
Sublessor to an abatement in Fixed Rent and Additional Rent (as such


 


20

















 


terms are
defined in the Main Lease) as provided in Paragraph 15(b) of the Main Lease,
Sublessor agrees that Subtenant shall also be entitled to a proportionate
abatement in the amount of Fixed Rent and Additional Rent due to Sublessor
under this Sublease.


 


9.             NO BREACH OF MAIN LEASE. 
Neither Sublessor nor Subtenant shall do or permit to be done any act or
thing which may constitute a breach or violation of any term, covenant or condition
of the Main Lease by the tenant thereunder, whether or not such act or thing is
permitted under the provisions of this Sublease.


 


10.           NO PRIVITY OF ESTATE. 
Nothing contained in this Sublease shall be construed to create privity
of estate or of contract between Subtenant and Overlandlord.


 


11.           RELEASES. 
Subtenant hereby releases Sublessor and Overlandlord or anyone claiming
through or under Overlandlord by way of subrogation or otherwise to the extent
that Sublessor released Overlandlord and/or Overlandlord was relieved of
liability or responsibility pursuant to the provisions of the Main Lease, and
Subtenant will cause its insurance carriers to include any clauses or
endorsements in favor of Sublessor and Overlandlord which Sublessor is required
to provide pursuant to the provisions of the Main Lease.


 


12.           RENT.  The rent reserved
under this Sublease for the Term hereof shall be and consist of: (a) the Fixed
Rent payable beginning on the Rent Commencement Date in Monthly Fixed Rent
installments as specified in Paragraph 1(e) of this Sublease in advance, on or
before the first day of each and every calendar month during the Term; plus (b)
such additional rent (“Additional Rent”) in an amount equal to the
Expense Adjustment Amount, all charges for services and utilities supplied by
Sublessor hereunder, and any other charges as shall become due


 


21

















 


and payable
by Subtenant hereunder whether or not the same is designated as Additional
Rent, including, without limitation, the reasonable expenses incurred by
Sublessor in the enforcement (after default by Subtenant hereunder beyond
applicable cure periods) of any of the agreements, covenants, or obligations
under this Sublease and including reasonable legal fees that may accrue (after
default by Subtenant hereunder beyond applicable cure periods) in the event
suit for rent or dispossess proceedings are necessary to obtain the possession
of the Subleased Premises or to collect the rent; which Additional Rent shall
be payable as hereinafter provided.  All
rent due and payable by Subtenant hereunder shall be paid promptly when due,
without notice or demand therefor, and without deduction, abatement,
counterclaim or setoff of any amount or for any reason whatsoever.  All Additional Rent and other charges
payable hereunder, which are not due and payable on a monthly basis during the
Term, unless otherwise specified herein, shall be due and payable within thirty
(30) days of delivery by Sublessor to Subtenant of notice to pay the same.  Fixed Rent and Additional Rent shall be paid
to Sublessor in lawful money of the United States at the address of Sublessor
set forth at the head of this Sublease or to such other person and/or at such
other address as Sublessor may from time to time designate by notice to
Subtenant.  No payment by Subtenant or
receipt by Sublessor of any lesser amount than the amount stipulated to be paid
hereunder shall be deemed other than on account of the earliest stipulated
Fixed Rent or Additional Rent; nor shall any endorsement or statement on any
check or letter be deemed an accord and satisfaction, and Sublessor may accept
any check or payment without prejudice to Sublessor’s right to recover the
balance due or to pursue any other remedy available to Sublessor.  Any provision in the Main Lease referring to
Fixed Rent or Additional Rent incorporated herein by reference shall be deemed
to refer to the Fixed Rent and Additional Rent due under this Sublease, except
as may otherwise be expressly provided herein. 
If, in the


 


22

















 


event of a
casualty or condemnation, Sublessor is entitled to a rent abatement pursuant to
Paragraphs 10 or 26 of the Main Lease, Subtenant shall be entitled to a
proportionate abatement in the Fixed Rent due under this Sublease, provided
that Subtenant’s possession of the Subleased Premises is affected by such
casualty or condemnation.


 


13.           USE.  Subtenant shall
use and occupy the Subleased Premises for the Permitted Use (as set forth in
Paragraph V of the Preamble of the Main Lease) and for no other purpose
whatsoever.  To the extent required of
Sublessor as Tenant under the Main Lease, Subtenant, at its expense, shall
cause the Subleased Premises to comply with the certificate of occupancy
relating thereto and shall cause the Subleased Premises to comply with all
laws, statutes, ordinances, orders, rules, and regulations of all federal,
state and municipal governments and the appropriate agencies, officers,
departments, boards and commissions thereof, and the board of fire underwriters
and/or the fire insurance rating organization or similar organization
performing the same or similar functions, whether now or hereafter in force,
applicable to the Subleased Premises. 
Subtenant shall comply with all provisions of this Sublease and the Main
Lease regarding maintenance of the Subleased Premises.


 


14.           POSSESSION; CONDITION OF SUBLEASED
PREMISES SPACE “AS IS”.  Sublessor shall,
at Sublessor’s cost, deliver the Subleased Premises to Subtenant on the
Commencement Date and the Second Phase Period Commencement Date, as the case
may be, in “broom-clean” condition and Subtenant represents that Subtenant is
hiring the Subleased Premises “as is,” without any agreements, representations,
warranties, obligations or understandings on the part of Sublessor to perform
any alterations, repairs or improvements thereto unless expressly provided
under this Sublease, and, except as otherwise provided in the


 


23

















 


Main Lease,
subject to all applicable zoning, municipal, county and state laws, ordinances,
covenants of record and regulations governing and regulating the use of the
Subleased Premises, and accepts this Sublease subject thereto and to all
matters disclosed thereby.  If for any
reason Sublessor cannot deliver possession of the Subleased Premises to
Subtenant at the beginning of the First Phase Period or the Second Phase
Period, this Sublease shall not be void or voidable, nor shall Sublessor be
liable to Subtenant for any loss or damage resulting therefrom; provided,
however, that in the event that Sublessor fails to vacate the Subleased
Premises as required hereunder, then Subtenant shall be entitled to one (1) day
of free Fixed Rent for every day of delay. 
Notwithstanding the foregoing but subject to the preceding sentence,
Subtenant’s obligation to pay its Monthly Fixed Rent installments shall
commence on a date no later than February 15, 2004, unless the parties
hereto agree in writing to extend the date required for obtaining the consent
of Overlandlord (as more particularly described in Paragraph 32 of this
Sublease) in which event the Rent Commencement Date shall be moved forward by
one (1) day for each additional day that the parties agree to extend for
receiving Overlandlord’s consent; provided, however, that in no
event shall the Rent Commencement Date be moved to a date later than
February 15, 2004 if the delay in receiving Overlandlord’s consent is
caused by the act or omission of Subtenant. 
If for any reason whatsoever, the Commencement Date is postponed, the
Second Phase Period Expiration Date shall not be changed.  Except as provided in Paragraph 4 of this
Sublease, in making and executing this Sublease, Subtenant has not relied upon
or been induced by any statements or representations of any person (other than
those, if any, set forth expressly in this Sublease) in respect of the physical
condition of the Subleased Premises or of any other matter or thing affecting
the Subleased Premises or this transaction which might be pertinent in
considering the leasing of the Subleased Premises or the execution of this
Sublease.


 


24

















 


Subtenant has
relied solely on such representations, if any, as are expressly made herein and
on such investigations, examinations and inspections as Subtenant has chosen to
make or have made, and Subtenant agrees that no claim or liability shall be
asserted by Subtenant against Sublessor for, and Sublessor shall not be liable by
reason of, breach of any representations or promises not expressly stated in
this Sublease.  Subtenant acknowledges
that Sublessor has afforded Subtenant the opportunity for full and complete
investigations, examinations and inspections.


 


15.           BUILDING DIRECTORY AND EXTERIOR SIGNAGE. 
Sublessor and Subtenant shall agree on signage to be used before
May 1, 2004, and each party shall pay for the cost of signage attributable
to such party.  After that date,
Subtenant shall have all signage rights described in Paragraph 9 of the Main
Lease and Paragraph 3(i) of the Amendment.


 


16.           HVAC SERVICE. 
Subject to availability, and
provided that Subtenant is not in default hereunder, additional heating,
ventilating and air conditioning (“HVAC”) service during the hours of 8
p.m. through 3 a.m., Monday through Friday, and the hours of 3 p.m. through 3
a.m. on Saturday and Sunday may be made available to Subtenant from time to
time during the First Phase Period.  Any
such requests by Subtenant for additional HVAC service shall be made by
Subtenant to Sublessor or its manager at least forty-eight (48) hours before
Subtenant’s intended usage of such service. 
During the First Phase Period, the additional HVAC service shall be
charged to Subtenant based on its proportionate usage at the rate of $35.00 per
hour, and shall be paid to Sublessor as Additional Rent within thirty (30) days
after receipt of Sublessor’s invoice therefor.


 


25

















 


17.           CONSENTS AND APPROVALS. 
In any instance when Sublessor’s consent or approval is required under
this Sublease, Sublessor’s refusal to consent to or approve any matter or thing
shall be deemed reasonable if such consent or approval has not been obtained
from Overlandlord, where such consent or approval of Overlandlord is required
under the Main Lease.  In the event that
Subtenant shall seek the approval by or consent of Sublessor and Sublessor
shall fail or refuse to give such consent or approval, Subtenant shall not be
entitled to any damages for any withholding or delay of such approval or
consent by Sublessor, it being intended that Subtenant’s sole remedy shall be
an action for injunction or specific performance and that said remedy of an
action for injunction or specific performance shall be available only in those
cases, where Sublessor shall have expressly agreed in writing not to
unreasonably withhold or delay its consent; provided, however,
that Sublessor agrees, at the request of Subtenant and at no additional cost,
expense or significant time commitment to Sublessor, to pursue the consent of
Overlandlord and enforce its rights under the Main Lease with respect to such
consent, provided that the foregoing shall in no event require Sublessor to
bring any cause of action against Overlandlord at law or in equity, including,
but not limited to, any cause of action for money damages.


 


18.           NOTICES. 
All notices, consents, approvals, demands and requests which are
required or desired to be given by either party to the other hereunder shall be
in writing and shall be sent by United States registered or certified mail and
deposited in a United States post office, return receipt requested and postage
prepaid or by a nationally recognized overnight service.  Notices, consents, approvals, demands and requests
which are served upon Sublessor or Subtenant in the manner provided herein
shall be deemed to have been given or served for all purposes hereunder on the
date of delivery or refusal of delivery. 
All notices, consents,


 


26

















 


approvals,
demands and requests shall be sent to the parties at the following respective
addresses:


 


if
intended for Sublessor:


 


Pharmacia
& Upjohn Company


c/o
Pfizer Inc.


235
East 42nd Street


New
York, New York 10017


Attention:
Ronald J. Sarno, Director, Real Estate


 


and
to:


 


Pfizer
Inc.


235
East 42nd Street


New
York, New York 10017


Attention:
Kent S. Bernard, Esquire


 


with
a copy to:


 


Morgan,
Lewis & Bockius LLP


1701
Market Street


Philadelphia,
Pennsylvania 19103


Attention:
J.J. Broderick, Esquire


 


 


if
intended for Subtenant:


 


prior
to the Second Phase Period Commencement Date:


 


Dendrite
International


1200
Mt. Kemble Avenue


Morristown,
New Jersey 07960


Attention:
General Counsel


 


 


after
the Second Phase Period Commencement Date:


 


Dendrite
International


Somerset
Financial Center


1405
& 1425 Route 206 South


Bedminster,
New Jersey 07921


Attention:
General Counsel


 


27

















 


with
a copy to:


 


Pitney,
Hardin, Kipp & Szuch LLP


P.O.
Box 1945


Morristown,
New Jersey 07962


Attention:  Lawrence F. Reilly, Esquire


 


or at such
other place as one party may from time to time designate in a notice given to
the other party in accordance with the provisions of this Paragraph 18.


 


19.           TERMINATION OF MAIN LEASE.  If for any reason the term of the Main Lease shall terminate prior
to the expiration date of this Sublease, this Sublease shall thereupon be
terminated and, unless the termination results from the exclusive default of
Sublessor thereunder, Sublessor shall not be liable to Subtenant by reason
thereof; provided, however, that unless Subtenant is in default
under this Sublease beyond any applicable grace period, or unless Subtenant is
allowed to continue in possession of the Subleased Premises as a result of a
direct relationship between Subtenant and Overlandlord, Sublessor shall not
terminate or consent to the termination of the Main Lease without the prior
written consent of Subtenant.


 


20.           ASSIGNMENT AND SUBLETTING. 
Subtenant shall not, by operation of law or otherwise, assign, sell,
mortgage, pledge or in any manner transfer this Sublease or any interest
therein, or sublet the Subleased Premises or any part or parts thereof, or
grant any concession or license or otherwise permit occupancy of all or any part
of the Subleased Premises by any person, without the written consent of both
Sublessor and Overlandlord; provided, however, that in the event
Overlandlord consents to a proposed assignment, sublease or other transfer,
then the consent of Sublessor to such assignment, sublease or other transfer
shall not be required.  Neither the
consent of Sublessor to an assignment, subletting, concession, or license,


 


28

















 


nor the
references in this Sublease to assignees, subtenants, concessionaires or
licensees, shall in any way be construed to relieve Subtenant of the
requirement of obtaining the consent of Sublessor and Overlandlord to any
further assignment or subletting or to the making of any assignment, subletting,
concession or license for all or any part of the Subleased Premises.  In the event Sublessor consents to any
assignment of this Sublease, the assignee shall execute and deliver to
Sublessor an agreement in form and substance reasonably satisfactory to Sublessor
and satisfactory to Overlandlord whereby the assignee shall assume all of
Subtenant’s obligations under this Sublease. 
Notwithstanding any assignment or subletting, including, without
limitation, any assignment or subletting permitted or consented to, the
original Subtenant named herein and any other person(s) who at any time was or
were Subtenant shall remain fully liable on this Sublease, and if this Sublease
shall be amended, or modified, the original Subtenant named herein and any
other person(s) who at any time was or were Subtenant shall remain fully liable
on this Sublease as so amended or modified. 
Any violation of any provision of this Sublease by any assignee,
subtenant or other occupant shall be deemed a violation by the original
Subtenant named herein, the then Subtenant and any other person(s) who at any
time was or were Subtenant, it being the intention and meaning that the
original Subtenant named herein, the then Subtenant and any other person(s) who
at any time was or were Subtenant shall all be liable to Sublessor for any and
all acts and omissions of any and all assignees, subtenants and other occupants
of the Subleased Premises.  If this
Sublease shall be assigned or if the Subleased Premises or any part thereof
shall be sublet or occupied by any person or persons other than the original
Subtenant named herein, Sublessor may collect rent from any such assignee
and/or any subtenants or occupants, and apply the net amounts collected to the
Fixed Rent and Additional Rent, but no such assignment, subletting, occupancy
or collection shall be deemed a waiver of


 


29

















 


any of the
provisions of this Paragraph 20, or the acceptance of the assignee, subtenant
or occupant as Subtenant, or a release of any person from the further
performance by such person of the obligations of Subtenant under this Sublease.


 


21.           INSURANCE. 
Subtenant shall maintain throughout the Term of this Sublease the
insurance in respect of the Subleased Premises required under Paragraph 10 of
the Main Lease, with Sublessor and Overlandlord as additional named
insureds.  Subtenant shall deliver to
Sublessor and Overlandlord fully paid for policies or certificates issued by
the carriers or their duly authorized agents (and not by a broker) prior to the
Commencement Date.  Subtenant shall
procure and pay for renewals of such insurance from time to time before the
expiration thereof, and Subtenant shall deliver to Sublessor and Overlandlord
such renewal policies or certificates at least 30 days before the expiration of
any existing policy.  All such policies
shall meet the requirements in the Main Lease and shall be issued by companies
licensed to do business in the State of New Jersey, and all such policies shall
contain a provision whereby the same cannot be cancelled or modified unless
Sublessor and Overlandlord are given at least thirty (30) days’ prior written
notice by certified or registered mail of such cancellation or modification.


 


22.           ESTOPPEL CERTIFICATES. 
Subtenant shall, within five (5) business days after each and every
request by Sublessor (but not more than twice in any calendar year), execute,
acknowledge and deliver to Sublessor a statement in writing executed and
acknowledged by Subtenant containing all of the information set forth in
Paragraph 8(a) of the Main Lease.  Any
such statement delivered pursuant to this section may be relied upon by
any prospective assignee or transferee of the leasehold estate under the Main Lease.


 


30

















 


23.           ALTERATIONS; TENANT ALLOWANCE.


 


(a)           Subtenant shall not make or cause, suffer
or permit the making of any alteration, addition, change, replacement,
installation or addition (“Alterations”) in or to the Subleased Premises
without obtaining the prior written consent of Sublessor and Overlandlord in
each instance, to the extent required and otherwise in accordance with the
provisions of Article 6 of the Main Lease which is incorporated herein by
reference; provided, however, that (i) Sublessor agrees that its
consent shall not be required for any Alteration which is approved in writing
by Overlandlord under the Main Lease, (ii) Subtenant shall not be required to
remove at the end of the Term any Alterations, if any, previously made by Sublessor
and required to be removed under the terms of the Main Lease, or with respect
to which Overlandlord’s consent is not required under the Main Lease, unless
Subtenant’s Alterations affect in any manner an Alteration performed by
Sublessor, in which event, the removal of the same shall be Subtenant’s
responsibility at its sole cost and expense; and (iii) Sublessor shall not have
the right to require Subtenant to remove any Alteration which Overlandlord does
not require to be removed pursuant to the Main Lease.  Sublessor has no knowledge of any notice from Overlandlord
requiring the removal of any Alteration made by Sublessor and consequently,
subject to Subsection (iii) of the previous sentence, any Alterations made
after the date hereof requiring removal shall be the responsibility of
Subtenant.


 


(b)           As a material inducement to Subtenant to
enter into this Sublease, Sublessor shall pay to Subtenant an allowance in the
amount of Three Million Four Hundred Ninety-Five Thousand Dollars ($3,495,000)
(the “Tenant Allowance”). 
Subtenant shall be permitted to use the Tenant Allowance to perform
Alterations to the Subleased Premises,


 


31

















 


provided that
such Alterations are performed in accordance with the terms of this Sublease
and the applicable provisions of the Main Lease.  The Tenant Allowance shall be payable by Sublessor to Subtenant
after Subtenant provides to Sublessor copies of estimates from the contractors
and subcontractors performing such Alterations and other supporting
documentation reasonably required by Sublessor evidencing the estimated cost of
such Alterations; provided, however, that at the beginning of the
First Phase Period, in no event shall Sublessor pay an amount in excess of
Subtenant’s Proportionate Share of the Office Park for the First Phase Period
multiplied by the Tenant Allowance (i.e., 18.2% x $3,495,000, or $636,090.00);
and provided, further, that the balance of the Tenant Allowance
shall be paid at the beginning of the Second Phase Period in accordance with
the foregoing provisions of this sentence but in no event shall Sublessor pay
an amount in excess of $3,495,000, less any amounts paid to Subtenant during
the First Phase Period.  Subject to Subtenant’s
obligations pursuant to Paragraph 23(d) below, if Subtenant delivers a notice
to Sublessor prior to satisfaction of the conditions set forth below that
Subtenant is in dispute with any contractors, subcontractors or materialmen,
and refuses to make payments at such time or if any contracts provide for
retainage which has not then been finally paid, then any unpaid portion of the
Tenant Allowance shall continue to be held for the benefit of Subtenant by
Sublessor.  It is expressly understood
and agreed that Subtenant shall complete, at its expense, any Alterations
undertaken whether or not the Tenant Allowance is sufficient to fund such
completion.  Within thirty (30) days of
completion of any Alterations, Subtenant shall deliver to Sublessor (i) general
releases and waivers of lien, from all contractors, subcontractors and
materialmen involved in the performance of any Alterations and the materials
furnished in connection therewith, and (ii) a certificate signed by an officer
of Subtenant and by Subtenant’s general contractor stating that all
contractors, subcontractors and materialmen have


 


32

















 


been paid for
all work with respect to such Alterations and materials furnished through such
date.  Notwithstanding anything to the
contrary contained herein, Sublessor shall have no obligation to pay all or any
portion of the Tenant Allowance so long as Subtenant is in default under this
Sublease, or an event has occurred and is continuing which, with the giving of
notice or the passage of time or both, would constitute a default on the part
of Subtenant under this Sublease.  To
the extent that Subtenant defaults in any obligation under this Sublease,
Sublessor may setoff any such obligation or amount against any amounts owed by
Sublessor to Subtenant under this Sublease.


 


(c)           Sublessor agrees to reasonably cooperate
with Subtenant, at no additional cost, expense or significant time commitment
to Sublessor, with Subtenant’s efforts to obtain any permits, licenses and/or
approvals, including the approval of Overlandlord, that are necessary or
desirable in connection with any work to be performed or installations to be
made by or for Subtenant in accordance with this Sublease.


 


(d)           Subtenant shall pay all costs for the
Alterations when due (including, but not limited to, any and all additional
utility, security and other costs attributable to or incurred as a result of
the Alterations directly to the vendor providing such services).  Subtenant shall keep the Subleased Premises,
the Buildings, the Office Park and this Sublease free from any mechanics’,
materialman’s, architect’s, engineer’s or similar liens or encumbrances, and
any claims therefor, or stop or violation notices, in connection with any
Alterations.  Subtenant shall give
Sublessor notice at least thirty (30) days prior to the commencement of any
Alterations.  Subtenant shall remove any
claim, lien or encumbrance, or stop or violation notices that are filed of
record, by bond or otherwise within ten (10) days after notice by
Sublessor.  If Subtenant fails to do so,
Sublessor may pay the amount (or any portion thereof) or take such other action
as


 


33

















 


Sublessor
deems necessary in its sole and absolute discretion, including, without
limitation, drawing against the Letter of Credit (as hereinafter defined), to
remove such claim, lien or encumbrance, or stop or violation notices, without
being responsible for investigating the validity thereof.  The amount so paid and costs incurred by
Sublessor shall be deemed Additional Rent under this Sublease payable upon
demand, without limitation as to other remedies available to Sublessor.  Nothing contained in this Sublease shall
authorize Subtenant to do any act which shall subject Overlandlord’s title to,
or any lender’s interest in, the Subleased Premises, the Buildings, the Office
Park or this Sublease to any such claims, liens or encumbrances, or stop or
violation notices, whether claimed pursuant to statute or other law or express
or implied contract.


 


(e)           Sublessor shall pay to Subtenant an
additional tenant allowance in the amount of One Million Three Hundred
Ninety-Four Thousand One Hundred Forty and 47/100 Dollars ($1,394,140.47) (the
“Additional Tenant Allowance”). 
The Additional Tenant Allowance shall be payable by Sublessor to
Subtenant in three (3) equal installments, payable as follows: (i) $464,713.49
upon Sublessor’s receipt of Subtenant’s second (2nd) Monthly Fixed Rent
installment; (ii) $464,713.49 upon Sublessor’s receipt of Subtenant’s seventh
(7th) Monthly Fixed Rent installment; and (iii) $464,713.49 upon Sublessor’s
receipt of Subtenant’s thirteenth (13th) Monthly Fixed Rent installment.


 


24.           RIGHT TO CURE SUBTENANT’S DEFAULTS. 
If Subtenant shall at any time fail to make any payment or perform any
other obligation of Subtenant hereunder, then Sublessor shall have the right,
but not the obligation, after three (3) days’ notice to Subtenant, or
immediately without notice to Subtenant in the case of any emergency, and
without waiving or releasing Subtenant from any obligations of Subtenant
hereunder, to make such payment or perform such other obligation of Subtenant
in such manner and to such extent as Sublessor shall


 


34

















 


deem
necessary, and in exercising any such right, to pay any incidental costs and
expenses, employ attorneys, and incur and pay reasonable attorneys’ fees.  Subtenant shall pay to Sublessor upon demand
all sums so paid by Sublessor and all incidental costs and expenses of Sublessor
in connection therewith, as Additional Rent, provided such sums and costs were
reasonable, together with a Late Charge, running from the date of the making of
such expenditures.


 


25.           LETTER OF CREDIT.


 


(a)           On the Commencement Date and as a
condition precedent to the effectiveness of this Sublease, Subtenant shall
deliver to Sublessor, as protection for the full and faithful performance by
Subtenant of all of its obligations under this Sublease and for all losses and
damages Sublessor may suffer as a result of any breach or default by Subtenant
under this Sublease, an irrevocable and unconditional negotiable standby letter
of credit (the “Letter of Credit”), substantially in the form attached
hereto as Exhibit D and containing the terms required herein, payable in
New York, New York, running in favor of Sublessor and issued by a solvent,
nationally recognized bank with a long term rating of BBB or higher, in the
amount of Two Million Four Hundred Thousand Dollars ($2,400,000) (the “Letter
of Credit Amount”) as set forth in Paragraph 1(h) hereof.  The Letter of Credit Amount shall be
increased to Four Million Eight Hundred Thousand Dollars ($4,800,000) on the
Second Phase Period Commencement Date. 
The Letter of Credit shall (i) be “callable” at sight, irrevocable and
unconditional, (ii) be maintained in effect, whether through renewal or
extension, for the period from the Commencement Date and continuing until the
date (the “LC Expiration Date”) that is forty-five (45) days after the
expiration of the Term, and Subtenant shall deliver a new Letter of Credit or
certificate of renewal or extension to Sublessor at least thirty (30) days
prior to the expiration of


 


35

















 


the Letter of
Credit then held by Sublessor, without any action whatsoever on the part of
Sublessor, (iii) be fully assignable by Sublessor, its successors and assigns
in conjunction with an assignment of the Main Lease by Sublessor, provided that
Sublessor or its assignee pays any fees of the issuing bank to effect such
transfer, (iv) permit partial draws and multiple presentations and drawings,
and (v) be otherwise subject to the Uniform Customs and Practices for
Documentary Credits (1990-Rev) International Chamber of Commerce Publication
#500 or the International Standby Practices-ISP 98, International Chamber of
Commerce Publication #590.  The form and
terms of the Letter of Credit (and the bank issuing the same (the “Bank”))
shall be acceptable to Sublessor, in Sublessor’s reasonable discretion.  Sublessor shall have the right to draw down
an amount up to the face amount of the Letter of Credit if any of the following
shall have occurred or be applicable: 
(1) such amount is due to Sublessor under the terms and conditions of
this Sublease, or (2) Subtenant has filed a voluntary petition under the U. S.
Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”),
or (3) an involuntary petition has been filed against Subtenant under the
Bankruptcy Code and has not been dismissed within ninety (90) days after
filing, or (4) the Letter of Credit is not renewed or replaced within the time
period required by this Paragraph 25.


 


(b)           The Letter of Credit shall also provide
that Sublessor, its successors and assigns, may, at any time and without notice
to Subtenant and without first obtaining Subtenant’s consent thereto, transfer
(one or more times) all or any portion of its interest in and to the Letter of
Credit to another party, person or entity as a part of the assignment by
Sublessor of its rights and interests in and to this Sublease.  In connection with any such transfer of the
Letter of Credit by Sublessor, Subtenant shall, at Subtenant’s sole cost and
expense, execute and submit to the Bank such applications, documents and
instruments as may be necessary to effectuate such


 


36

















 


transfer;
provided that Sublessor shall be responsible for paying the Bank’s transfer and
processing fees in connection therewith.


 


(c)           If, as a result of any drawing by
Sublessor on the Letter of Credit, the amount of the Letter of Credit shall be
less than the Letter of Credit Amount, Subtenant shall, within ten (10)
business days after receipt of notice of same, provide Sublessor with
additional letter(s) of credit in an amount equal to the deficiency, and any
such additional letter(s) of credit shall comply with all of the provisions of
this Paragraph 25, and if Subtenant fails to comply with the foregoing,
notwithstanding anything to the contrary contained in Paragraph 25(a) above,
the same shall constitute an incurable default by Subtenant.  Subtenant further covenants and warrants
that it will neither assign nor encumber the Letter of Credit or any part
thereof and that neither Sublessor nor its successors or assigns will be bound
by any such assignment, encumbrance, attempted assignment or attempted
encumbrance.  Without limiting the
generality of the foregoing, if the Letter of Credit expires earlier than the
LC Expiration Date, Sublessor will accept a renewal thereof (such renewal
letter of credit to be in effect and delivered to Sublessor, as applicable, not
later than thirty (30) days prior to the expiration of the Letter of Credit),
which shall be irrevocable and subject to renewal as above provided through the
LC Expiration Date upon the same terms as the expiring Letter of Credit or such
other terms as may be acceptable to Sublessor in its sole discretion.  However, if the Letter of Credit is not
timely renewed, or if Subtenant fails to maintain the Letter of Credit in the
amount and in accordance with the terms set forth in this Paragraph 25,
Sublessor shall have the right to present the Letter of Credit to the Bank in
accordance with the terms of this Paragraph 25, and the proceeds of the Letter
of Credit may be applied by Sublessor against any Fixed Rent and/or Additional
Rent payable by Subtenant under this Sublease that is not paid when due and/or
to pay for all losses


 


37

















 


and damages
that Sublessor has suffered or that Sublessor reasonably estimates that it will
suffer as a result of any breach or default by Subtenant under this
Sublease.  Any unused proceeds shall
constitute the property of Sublessor and need not be segregated from
Sublessor’s other assets.  Sublessor
agrees to pay to Subtenant within thirty (30) days after the LC Expiration Date
the amount of any proceeds of the Letter of Credit received by Sublessor and
not applied against any Fixed Rent and/or Additional Rent payable by Subtenant
under this Sublease that was not paid when due or used to pay for any losses
and/or damages suffered by Sublessor (or reasonably estimated by Sublessor that
it will suffer) as a result of any breach or default by Subtenant under this
Sublease; provided, however, that if prior to the LC Expiration
Date a voluntary petition is filed by Subtenant, or an involuntary petition is
filed against Subtenant by any of Subtenant’s creditors, under the U.S.
Bankruptcy Code or any state bankruptcy code, then Sublessor shall not be
obligated to make such payment in the amount of the unused Letter of Credit
proceeds until either all preference issues relating to payments under this
Sublease have been resolved in such bankruptcy or reorganization case or such
bankruptcy or reorganization case has been dismissed.


 


(d)           Subtenant hereby acknowledges and agrees
that Sublessor is entering into this Sublease in material reliance upon the
ability of Sublessor to draw upon the Letter of Credit upon the occurrence of
any breach or default on the part of Subtenant under this Sublease.  If Subtenant shall breach any provision of
this Sublease or otherwise be in default hereunder, Sublessor may, but without
obligation to do so, and without notice to Subtenant, draw upon the Letter of
Credit, in part or in whole, to cure any breach or default of Subtenant and/or
to compensate Sublessor for any and all damages of any kind or nature sustained
or which Sublessor reasonably estimates that it will sustain resulting from
Subtenant’s breach or default hereunder. 
The use, application or retention of the Letter of Credit, or any
portion thereof, by


 


38

















 


Sublessor
shall not prevent Sublessor from exercising any other right or remedy provided
by this Sublease or by any applicable law, it being intended that Sublessor
shall not first be required to proceed against the Letter of Credit, and shall
not operate as a limitation on any recovery to which Sublessor may otherwise be
entitled.  Subtenant agrees not to interfere
in any way with payment to Sublessor of the proceeds of the Letter of Credit,
either prior to or following a “draw” by Sublessor of any portion of the Letter
of Credit, regardless of whether any dispute exists between Subtenant and
Sublessor as to Sublessor’s right to draw upon the Letter of Credit.  No condition or term of this Sublease shall
be deemed to render the Letter of Credit conditional to justify the issuer of
the Letter of Credit in failing to honor a drawing upon such Letter of Credit in
a timely manner.  Subtenant agrees and
acknowledges that (a) the Letter of Credit constitutes a separate and
independent contract between Sublessor and the Bank, (b) Subtenant is not a
third party beneficiary of such contract, (c) the Letter of Credit and the
proceeds thereof are solely the property of Sublessor and Subtenant shall have
no right to require payment of any portion thereof except as provided in this
Paragraph 25, and (d) in the event Subtenant becomes a debtor under any chapter
of the U.S. Bankruptcy Code, neither Subtenant, any trustee, nor Subtenant’s
bankruptcy estate shall have any right to restrict or limit Sublessor’s claim
and/or rights to the Letter of Credit and/or the proceeds thereof by
application of Section 502(b)(6) of the U.S. Bankruptcy Code or
otherwise.  Any reference herein to a
default or breach shall mean the continuation of such event after the
expiration of any applicable grace period.


 


(e)           Provided that, as of each “Reduction
Date” set forth below, Subtenant has not previously been nor is Subtenant then
in breach of or in default under this Sublease, beyond the expiration of any
applicable grace period, and provided further that, on or prior to the
applicable Reduction Date, Subtenant tenders to Sublessor a replacement Letter
of Credit or a


 


39

















 


certificate
of amendment to the existing Letter of Credit, conforming in all respects to
the requirements of this Paragraph 25, in the amount of the applicable Letter
of Credit Amount as of such Reduction Date, the Letter of Credit Amount shall
be reduced in accordance with the following schedule:


 


	
  Reduction Date

  	
   

  	
  Letter of Credit Amount

  	
   

  
	
  Third (3rd) anniversary of Second Phase Period Commencement Date

  	
   

  	
  $

  	
  3,500,000

  	
   

  
	
  Sixth (6th) anniversary of Second Phase Period Commencement Date

  	
   

  	
  $

  	
  2,250,000

  	
   

  



 


Notwithstanding
anything herein to the contrary and regardless of whether a Reduction Date has
occurred, in the event that Subtenant breaches or otherwise defaults in its
obligations under the Sublease (and such breach or default remains uncured at
the expiration of any applicable grace period), the Letter of Credit Amount
shall not be subject to any reduction whatsoever and shall be Four Million
Eight Hundred Thousand Dollars ($4,800,000) for the balance of the Term of this
Sublease.


 


26.           BROKERAGE. 
Subtenant and Sublessor each represent and warrant to the other party
that it has dealt directly with the Designated Brokers in negotiating and
making of this Sublease, and that no other brokers other than the Designated
Brokers have a claim as a result of any relationship with Subtenant or
Sublessor on any consideration in connection with entering into this Sublease,
and each party agrees to indemnify and hold harmless the other party from any
claim or claims, as well as costs and expenses including attorneys’ fees
incurred by such party in conjunction with any claim or claims, of any other
broker or brokers claiming to have interested Subtenant in the Building(s) or
Subleased Premises or claiming to have caused


 


40

















 


Sublessor or
Subtenant, as the case may be, to enter into this Sublease or claiming to have
had dealings with Sublessor or Subtenant, as the case may be.  Pursuant to a separate agreement, Sublessor
shall pay all commissions due to Williams Real Estate of New Jersey LLC, and
Sublessor shall have no liability to Binswanger and Binswanger shall look
solely to Williams Real Estate of New Jersey LLC for any commissions owed to
Binswanger.


 


27.           WAIVER OF JURY TRIAL AND RIGHT TO
COUNTERCLAIM.  Each party hereby waives all right to trial
by jury in any summary or other action, proceeding or counterclaim arising out
of or in any way connected with this Sublease, the relationship of Sublessor and
Subtenant, the Subleased Premises and the use and occupancy thereof, and any
claim of injury or damages.  Subtenant
also hereby waives all right to assert or interpose a nonmandatory counterclaim
in any summary proceeding or other action or proceeding to recover or obtain
possession of the Subleased Premises.


 


28.           NO WAIVER. 
The failure of either party to insist in any one or more cases upon the
strict performance or observance of any obligation of the other party hereunder
or to exercise any right or option contained herein shall not be construed as a
waiver or relinquishment for the future of any such obligation, right or
option.  Sublessor’s receipt and
acceptance of Fixed Rent or Additional Rent, or Sublessor’s acceptance of
performance of any other obligation by Subtenant, with knowledge of Subtenant’s
breach of any provision of this Sublease, shall not be deemed a waiver of such
breach.  No waiver by either party of
any term, covenant or condition of this Sublease shall be deemed to have been
made unless expressed in writing and signed by such party.


 


41

















 


29.           COMPLETE AGREEMENT. 
There are no representations, agreements, arrangements or
understandings, oral or written, between the parties relating to the subject
matter of this Sublease which are not fully expressed in this Sublease.  This Sublease cannot be changed or
terminated orally or in any manner other than by a written agreement executed
by both parties.


 


30.           SUCCESSORS AND ASSIGNS. 
The provisions of this Sublease, except as herein otherwise specifically
provided, shall extend to, bind and inure to the benefit of the parties hereto
and their respective personal representatives, heirs, successors and permitted
assigns.


 


31.           INTERPRETATION. 
Irrespective of the place of execution or performance, this Sublease
shall be governed by and construed in accordance with the laws of the State of
New Jersey.  If any provision of this
Sublease or the application thereof to any person or circumstance shall, for any
reason and to any extent, be invalid or unenforceable, the remainder of this
Sublease and the application of that provision to other persons or
circumstances shall not be affected but rather shall be enforced to the extent
permitted by law.  The table of
contents, captions, headings and titles, if any, in this Sublease are solely
for convenience of reference and shall not affect its interpretation.  This Sublease shall be construed without
regard to any presumption or other rule requiring construction against the
party causing this Sublease to be drafted. 
If any words or phrases in this Sublease shall have been stricken out or
otherwise eliminated, whether or not any other words or phrases have been
added, this Sublease shall be construed as if the words or phrases so stricken
out or otherwise eliminated were never included in this Sublease and no
implication or inference shall be drawn from the fact that said words or
phrases were so stricken out or otherwise eliminated.  Each covenant, agreement, obligation or other provision of this
Sublease shall be deemed and construed as a separate and independent


 


42

















 


covenant of
the party bound by, undertaking or making same, not dependent on any other
provision of this Sublease unless otherwise expressly provided.  All terms and words used in this Sublease,
regardless of the number or gender in which they are used, shall be deemed to
include any other number and any other gender as the context may require.  The word “person” as used in this Sublease
shall mean a natural person or persons, a partnership, a corporation or any
other form of business or legal association or entity.


 


32.           CONSENT OF LANDLORD UNDER MAIN LEASE. 
This Sublease shall have no effect until Overlandlord shall have given
its written consent hereto and to Subtenant’s plans for Alterations, all in
accordance with the terms of the Main Lease. 
Sublessor agrees to make commercially reasonable efforts to secure the
consent of Overlandlord, at no additional cost or expense to Sublessor,
provided that Sublessor shall be responsible for the payment of Overlandlord’s
costs, as provided in Paragraph 27 of the Main Lease.  Subtenant agrees that it shall be bound by the plans and
specifications approved by Overlandlord in connection with Overlandlord’s
approval of this Sublease.  If
Overlandlord does not give its consent to this Sublease and such plans for any
reason whatsoever within forty-five (45) days after the date hereof, (a)
Sublessor shall not be obligated to take any further action to obtain such
consent, (b) either party may elect to terminate this Sublease by written
notice to the other party in which event this Sublease shall be deemed null and
void and of no effect and neither party shall have any liability or obligation
to the other party whatsoever, and (c) if Subtenant is then in possession of
all or any part of the Subleased Premises, Subtenant shall immediately quit and
surrender to Sublessor the Subleased Premises, shall remove all of its property
and repair all damage caused by such removal and restore the Subleased Premises
to the condition in which they were prior to


 


43

















 


the
installation of the items so removed. 
Subtenant’s obligations under clause (c) above shall survive the
termination of this Sublease pursuant to clause (b) above.


 


33.           NO THIRD PARTY BENEFICIARIES. 
No third parties may rely on the terms and conditions of this Sublease,
except pursuant to Paragraph 30 above.


 


34.           SUBLESSOR’S LIABILITY LIMITED. 
In the event Sublessor shall fail to perform any covenant, term or
condition of this Sublease upon Sublessor’s part required to be performed, or
if Subtenant shall make any claim arising out of Subtenant’s occupancy or use
of the Subleased Premises based upon any action or omission of Sublessor,
Subtenant covenants and agrees that Sublessor’s liability for any recovery of
money judgment from Sublessor from and after the date of this Sublease shall
not exceed the Letter of Credit Amount. 
In no event shall the stockholders, partners, directors, officers,
agents or employees of Sublessor (either individually or severally) be
personally liable for any such judgment. 
Furthermore, in no event shall Subtenant be entitled to an award of
incidental or consequential damages arising out of any breach by
Sublessor.  This paragraph shall inure
to the benefit of Sublessor’s successors and assigns and their respective
principals.


 


35.           UTILITIES. 
Subtenant recognizes that separate electrical, gas, water and sewer
meters have been installed in each Building. 
During the First Phase Period, Subtenant shall pay to Sublessor, as
Additional Rent, within thirty (30) days following rendition of a bill
therefore, an amount equal to Subtenant’s Proportionate Share of the Office
Park for such respective period with respect to the costs of electricity, gas,
water and sewer service as measured by such meter, together with any
administrative costs incurred by Sublessor by reason thereof without any
mark-up for profit.  Sublessor shall not
be liable in any way to Subtenant for failure or defect in


 


44

















 


the supply or
character of any such service furnished to the Subleased Premises or to the
Building by reason of any requirement, act or omission of the public utility
serving the Building with electricity or for any other reason whatsoever not
attributable to Sublessor.  Subtenant’s
use of electric energy, gas, water and sewer in the Subleased Premises shall
not at any time exceed the capacity of any of the electrical conductors and
equipment in or otherwise serving the Subleased Premises and shall be in
accordance with the Main Lease.  The
method and timing (but not more frequently than monthly) of billing such
services shall be determined by Sublessor, using reasonable accounting
principles, it being understood that it is not intended that Sublessor derive
any profit from the supplying of electric energy or other utility service.  Prior to the commencement of the Second Phase
Period, Subtenant shall contract to obtain electric energy, water, sewer, gas
and any other utilities directly from the utility provider serving the Office
Park, and Subtenant shall purchase and pay for such utilities directly to such
utility providers.


 


36.           MANAGEMENT COMPANY AND SUBCONTRACTORS.


 


(a)           Subject to the provisions of the Main
Lease, beginning on January 1, 2005, Subtenant may elect to initiate a
selection process to replace the current management company for the Office Park
by submitting a written request to Sublessor providing detailed information
regarding the proposed replacement management company(ies) that will be
evaluated.  Sublessor shall act
reasonably in reviewing the proposed replacement management company(ies); provided,
however, that Subtenant expressly acknowledges that Sublessor may
withhold its consent under this Paragraph to any proposed replacement
management company if such proposed replacement management company is not, in
Sublessor’s reasonable opinion, an established and well-recognized management
company.  Any contract entered into with
respect


 


45

















 


to the
management of the Office Park shall be entered into by Sublessor and the
management company and shall be reasonably acceptable to Sublessor.  Sublessor shall have the right to review and
approve (in its reasonable discretion) any and all documents, proposals,
contracts and/or agreements related to the process of evaluating and replacing
a management company.  Sublessor shall
be permitted to provide input with respect to any and all
infrastructure-related items.  Sublessor
agrees that Subtenant shall have reasonable input with respect to those items
set forth on Exhibit C.  Any and
all reasonable costs incurred by Sublessor in connection with the evaluation
and/or replacement of a management company shall be payable by Subtenant, at
Subtenant’s sole cost and expense, as Additional Rent hereunder.  Notwithstanding anything herein to the
contrary, the Office Park shall at all times during the Term of this Sublease
be managed by a management company in accordance with the terms of this
Sublease and in no event shall Subtenant be permitted to self-manage the Office
Park.


 


(b)           Subject to the provisions of the Main
Lease, beginning on January 1, 2005, Subtenant may elect to initiate a
selection process to select and/or replace subcontractors to service the Office
Park by submitting a written request to Sublessor providing detailed
information regarding the proposed subcontractor(s) that will be
evaluated.  Sublessor shall act
reasonably in reviewing the proposed subcontractor(s).  Any contract entered into with respect to
the provision of services for the Office Park shall be entered into by
Sublessor and the subcontractor and shall be reasonably acceptable to
Sublessor.  Sublessor shall have the
right to review and approve (in its reasonable discretion) any and all
documents, proposals, contracts and/or agreements related to the process of evaluating
a proposed subcontractor.  Sublessor
shall be permitted to provide input with respect to any and all
infrastructure-related items.  Sublessor
agrees that Subtenant shall have reasonable input with respect to those items
set forth on Exhibit C.


 


46

















 


Any and all
reasonable and actual costs incurred by Sublessor in connection with the
evaluation of a subcontractor proposed by Subtenant shall be payable by
Subtenant, at Subtenant’s sole cost and expense, as Additional Rent hereunder.


 


37.           FURNITURE AND FIXTURES. 
Audio/Visual equipment, telecommunications hardware and furniture
currently located at the Office Park as of the date hereof shall not be
construed as part of the premises subleased to Subtenant hereunder and shall
remain under the exclusive use and control of Sublessor until such time as the
same are removed by Sublessor, which equipment shall, be removed by Sublessor
at the time it vacates the various portions of the Buildings unless the parties
agree otherwise.  Sublessor shall
promptly repair damage to the Buildings caused by its removal of such property,
ordinary wear and tear and damage by casualty excepted; provided, however,
that Sublessor shall not be required to make such repairs if Subtenant’s
Alteration plans show such areas are to be demolished, significantly
restructured or reconfigured. 
Notwithstanding the foregoing, Sublessor shall leave for the use of
Subtenant all removable floor-to-ceiling partitions and all affixed cabinets
and counters.  Notwithstanding the
foregoing, Sublessor shall not be required to remove anything in the walls or
above the ceiling.


 


38.           HOLDING OVER. 
If Subtenant retains possession of the Subleased Premises or any part
thereof after the termination of this Sublease by expiration of the Term or
otherwise, then, in addition to the rights and remedies provided for under
Paragraph 31 of the Main Lease, Subtenant shall also pay Sublessor all other
damages, costs, liabilities and expenses sustained by Sublessor by reason of
Subtenant’s unlawful retention.  Without
limiting any rights and remedies of Sublessor resulting by reason of the
wrongful holding over by Subtenant, or creating any right in Subtenant to
continue in possession of the Subleased Premises, all Subtenant’s obligations


 


47

















 


with respect
to the use, occupancy and maintenance of the Subleased Premises shall continue
during such period of unlawful retention.


 


39.           MISCELLANEOUS.


 


(a)           Sublessee represents and warrants that it
is a corporation, validly existing and in good standing under the laws of the
State of New Jersey, is qualified to transact business in the State of New
Jersey, and that all corporate action necessary to authorize the execution of
this Sublease has been taken and that each person signing this Sublease on
behalf of Subtenant has been authorized to execute this Sublease.


 


(b)           Sublessor represents and warrants that it
is a corporation, validly existing and in good standing under the laws of the
State of Delaware, is qualified to transact business in the State of New
Jersey, and that all corporate action necessary to authorize the execution of
this Sublease has been taken and that each person signing this Sublease on
behalf of Sublessor has been authorized to execute this Sublease.


 


(c)           Neither this Sublease nor a memorandum
hereof shall be recorded or otherwise filed or made a matter of public record,
and any attempt to record or file the same by Subtenant shall be deemed a
default by Subtenant hereunder.


 


(d)           Time is of the essence of each and every
provision of this Sublease.


 


(e)           THE SUBMISSION BY SUBLESSOR TO SUBTENANT
OF THIS SUBLEASE SHALL HAVE NO BINDING FORCE OR EFFECT, SHALL NOT CONSTITUTE AN
OPTION FOR THE LEASING OF THE SUBLEASED PREMISES, NOR CONFER ANY RIGHTS UPON
EITHER PARTY UNTIL THE EXECUTION THEREOF BY


 


48

















 


SUBLESSOR,
SUBTENANT AND OVERLANDLORD AND THE DELIVERY OF AN EXECUTED ORIGINAL COPY
THEREOF TO SUBLESSOR, SUBTENANT AND OVERLANDLORD.


 


(f)            This Sublease shall in no way be subject
to or conditioned upon Subtenant’s receipt of any economic incentives or
grants, other than the Tenant Allowance.


 


(g)           This Sublease may be executed by the
parties hereto in any number of separate counterparts (including facsimile
signature pages), all of which, when delivered, shall together constitute one
and the same Sublease.


 


(h)           Notwithstanding anything to the contrary
contained herein, in no event shall Sublessor be required or obligated to bring
any cause of action against Overlandlord at law or in equity, including, but
not limited to, any cause of action for money damages.


 


 


[Remainder of page intentionally left blank]


 


49

















 


IN
WITNESS WHEREOF, Sublessor and Subtenant have hereunto executed this Sublease
as of the day and year first above written.


 


 


	
   

  	
  SUBLESSOR:

  
	
   

  	
   

  	
   

  
	
   

  	
  PHARMACIA
  & UPJOHN COMPANY, a Delaware

  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     ALAN
  WEINER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Alan Weiner

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUBTENANT:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DENDRITE
  INTERNATIONAL, a New Jersey

  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     JOHN
  E. BAILYE

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John E.
  Bailye

  
	
   

  	
   

  	
  Title:

  	
  Chairman
  and Chief Executive Officer

  
							



 


 


This
Sublease and the use permitted hereunder are hereby consented to as of this
        day of
                          ,
2003, by the undersigned, the landlord under the Main Lease described herein.


 


 


	
   

  	
  JAYGRACE
  CO., L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


50

















 


Commencing on October 1, 2015 and continuing
through the Expiration Date, PCM Leasing Liability Company (“PCM”)
hereby agrees to be bound by all benefits, obligations and liabilities of
Sublessor under this Sublease and all references in this Sublease to
“Sublessor” shall be deemed to mean PCM from and after October 1, 2015
through the Expiration Date.


 


 


	
   

  	
  PCM LEASING
  LIMITED LIABILITY COMPANY, a

  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Pharmacia
  & Upjohn Company, a Delaware

  corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    ALAN
  WEINER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Alan Weiner

  
	
   

  	
   

  	
  Title:

  	
   Vice
  President

  
						



 


51

















 


Pharmacia
Corporation (“Pharmacia”) hereby accepts all benefits, obligations and
liabilities of Sublessor under this Sublease; provided, however,
that in the event Sublessor shall fail to perform any covenant, term or
condition of this Sublease upon Sublessor’s part required to be performed, or
if Subtenant shall make any claim arising out of Subtenant’s occupancy or use
of the Subleased Premises based upon any action or omission of Sublessor,
Subtenant covenants and agrees that the aggregate liability of Pharmacia and
Sublessor for any recovery of money judgment from Pharmacia and/or Sublessor
from and after the date of this Sublease shall not exceed the Letter of Credit
Amount.  In no event shall the
stockholders, partners, directors, officers, agents or employees of Pharmacia
(either individually or severally) and of Sublessor (either individually or
severally) be personally liable for any such judgment.  Furthermore, in no event shall Subtenant be
entitled to an award of incidental or consequential damages arising out of any
breach by Sublessor.  This paragraph
shall inure to the benefit of Pharmacia’s and Sublessor’s successors and
assigns and its and their respective principals.


 


 


	
   

  	
  PHARMACIA
  CORPORATION, a Delaware

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
    B.
  BAYALA

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian
  Bayala

  
	
   

  	
   

  	
  Title:

  	
   Vice
  President

  
					



 


52

















 


OVERLANDLORD CONSENT TO SUBLEASE (this “Consent”)


(attached to
and made a part of Sublease dated September 17, 2003 between


Pharmacia
& Upjohn Company and Dendrite International, relating to premises


commonly
known as 1405 Route 206 and 1425 Route 206, Bedminster, New Jersey)


 


1.             Overlandlord acknowledges its receipt and review of  a copy of the Sublease.


 


2.             Overlandlord consents to and approves the Sublease and
recognizes the Sublease as valid and effective.  Overlandlord also acknowledges that neither the execution or
delivery of the Sublease shall cause a default or event of default under the
Main Lease.  This Consent is given with
the understandings that, except as expressly set forth in this Consent, (i)
Overlandlord is not bound or estopped by any provision of the Sublease, (ii)
nothing in this Consent shall relieve Pharmacia or PCM from its obligations
under the Main Lease, and (iii) nothing in this Consent shall be deemed to
amend any of the provisions of the Main Lease or waive any of Overlandlord’s
rights and remedies under the Main Lease.


 


3.             Subject to paragraph 4 of this Consent, Overlandlord
consents to and approves the alterations to the Subleased Premises proposed by
Subtenant as shown by or described in a space plan (prepared by CUH2A,
Architects, Engineers, Planners, P.C., dated August 19, 2003, 9 sheets), a
four page memorandum (dated September 11, 2003) supplementing the space
plan, and preliminary specifications (dated July 21, 2003, prepared by
CUH2A, Architects, Engineers, Planners, P.C., project no. 0673-002.04, 73
pages) (collectively, the “Special Alterations”).  Overlandlord’s consent to and approval of the Special Alterations
(i) shall not relieve any party from obtaining Overlandlord’s consent to any
further alterations if and to the extent such consent is required by the terms
of the Main Lease, (ii) shall not constitute or be construed as a
representation or agreement by Overlandlord that the Special Alterations are in
compliance with Laws (as defined in the Main Lease), and (iii) shall not
relieve any party of its obligation to comply with the specific requirements of
the Main Lease governing the actual performance of Alterations (as defined in
the Main Lease).  In addition to and not
in limitation of the foregoing, and notwithstanding anything stated elsewhere
in this Consent to the contrary, (y) any generator installed outside of either
Building in connection with the Special Alterations must be set back a minimum
of 150 feet from the Building, must be enclosed for sound attenuation, and must
otherwise have visual screening in accordance with local codes (it being understood
for purposes of this clause (y) that a generator installed in the basement
level of a parking garage is not considered to be installed outside of either
Building), and (z) the result of the Special Alterations will not be to either
(1) reduce the capacity of the HVAC or other Building system, or (2) materially
impair the normal functioning of the HVAC or other Building system.


 


4.             Except for movable furniture, artwork,
office machines and supplies, communications equipment, and generators (including
ancillary equipment thereto such as switching gear), all of the Special
Alterations shall become the property of Landlord upon installation.  For purposes of clarification, it is
acknowledged that, since the generators and 
ancillary equipment are not to become Landlord’s property, the same
shall be deemed to be part of “Tenant’s Property” under the Main Lease.


 


1

















 


5.             This Consent does not include consent to any amendment to
the Sublease or to any assignment of the Sublease by Subtenant or any
underletting or sub-subleasing of all or any portion of the Subleased Premises
by Subtenant, if and to the extent such consent from Overlandlord is required
by the terms of the Main Lease.


 


6.             The
signatures on this Consent may be delivered by facsimile in lieu of an original
signature.


 


	
  JAYGRACE CO., L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  SIMON HALEGOUA

  	
   

  
	
   

  	
   

  	
  Simon Halegoua

  
	
  Its:

  	
   

  	
  Member and Authorized Signatory

  
	
   

  	
   

  
	
  October 31,
  2003

  



 


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