Exhibit 10.42


 





FIRST
EXTENSION AND EXPANSION TO LEASE


 


THIS
FIRST EXTENSION AND EXPANSION TO LEASE made as of this 21 day of November   , 2014, by and between CPP II LLC, a Delaware
limited liability company, with an address at c/o Oestreicher Properties Inc., 160 Water Street, New York, New York 10038
("Landlord"), and SOLIGENIX, INC., a corporation organized and existing under the laws of the State of Delaware,
having its principal place of business at 29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540
("Tenant").


 


WHEREAS,
Landlord is the owner of property located at 29 Emmons Drive, in the Township of West Windsor, County of Mercer and State of New
Jersey ("Property"), known as Princeton Commerce Center; and


 


WHEREAS,
by Lease dated the 7th day of February, 2012 ("Lease"), Landlord leased to Tenant and Tenant rented from Landlord, Suite
C-10 ("Leased Premises"), at the Property, and


 


WHEREAS,
Landlord and Tenant desire to amend the Lease as to Suite C-10 with regard to an extension of the term and expand the Lease to
include Suite G-35.


 


NOW,
THEREFORE, the parties hereto, for good and valuable consideration, receipt of which is hereby acknowledged, agree to amend the
Lease as follows:


 


AMENDMENT
TO TENANT'S LEASE REGARDING SUITE C-10 


 


1.Defined
Terms.Each capitalized term used herein and not otherwise defined shall have the meaning given to it in the Lease.


 


2.Lease
Term. Subject to terms and conditions hereof, the Lease for the Leased Premises which is now set to expire on March 31, 2015,
is extended, and such extension shall commence on April 1, 2015 and shall be for thirty-eight (38) months so as to terminate on
May 31, 2018.


 




    	 



    	 



    

 


3.Leased
Premises. The existing Leased Premises comprise 5,250 rentable square feet.


 


4.Rent.
Monthly Base Rent for the period terminating March 31, 2015 for Suite C-10 shall be at the current rate paid by Tenant of $19.00
per square foot per annum. Notwithstanding anything to the contrary contained herein, commencing on April 1, 2015, through the
termination of the extension period, the base rent shall increase to $20.25 per square foot per annum which equates to $106,312.50
yearly or $8,859.38 monthly.


 


There
shall be no rental (either base or additional) due from Tenant for the months of April and May, 2015, except that Tenant shall
be liable for its own utilities and janitorial services.


 


5.Condition
of Leased Premises. Tenant accepts the condition of Suite C-10 “as is” and Landlord will not be required to perform any fit-up
or tenant work with regard to Suite C-10.


 


6.Workletter
Allowance.Landlord shall pay to Tenant, as an allowance for hard costs incurred by Tenant in updating Suite C-10, the
sum of $2.00 per square foot or $10,500.00 (the minimum sum to be expended by Tenant for its updating) to be paid immediately
upon completion of said updating and confirmation thereof by Landlord, which confirmation shall not be unreasonably withheld,
conditioned or delayed and Landlord shall deliver said payment to Tenant in no event later than two (2) weeks following the completion
of said updates.


 


7.Renewal
Option.Tenant shall have one (1) option to renew its occupancy of the Total Premises, as hereinafter defined, the same
being both Suites C-10 and G-35, under the same terms and conditions as exist pursuant to the Lease dated February 7, 2012 and
as called for pursuant to this First Extension and Expansion to Lease dated _______, 2014. Said option shall be for a period of three
(3) years provided Tenant gives written notice to Landlord of the exercise of said option no later than nine (9) months prior
to the expiration of its then term. The option must cover the Total Premises and Tenant must not be in default either at the time
of giving notice or on the date of commencement of the option period.


 






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In
the event Tenant exercises its option it agrees to accept the Total Premises in its then "as is" condition without any
further concessions or fit-up required of Landlord.


 


The
rent to be paid by Tenant to Landlord during the option period shall be the fair market value of rental then being charged within
the Princeton Commerce Center office park.


 


8.Balance
of Lease Terms. All other terms and conditions of the Lease dated February 7, 2012 for Suite C-10, except where above modified,
shall remain in full force and effect.


 


LEASE
AMENDMENT WITH REGARD TO EXPANSION INTO SUITE G-35 


 


9.New
Leased Premises. Effective with the execution of this Lease Expansion, Tenant shall rent from Landlord and Landlord shall
lease to Tenant, an additional 1,825 rentable square feet of space at the Property in Building G, Suite G-35 ("Additional
Space").


 


10.Lease
Term for Additional Space.Subject to terms and conditions hereof, the Lease for the Additional Space is anticipated to
commence on or about December 1, 2014. The term of the Lease shall be for thirty-eight (38) full months and shall terminate the
last day of the 38th full month from the date that Tenant is given possession of the Additional space. 
  




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11.Base
Rent. Effective as of the delivery date of the Additional Space, the Lease is hereby amended to provide that the Base Rent
payable by Tenant for the Additional Space shall be:


 


Rental
Periods


 


Months
1 and 2: Commencing with first full month, rent free, both as to base and additional rent.


 


	 	 	 	 	 	Per Annum	 	 	Per Month	 
	Months   3 -14:	 	$	22.56	/SF	 	$	41,172.00	 	 	$	3,431.00	 
	Months 15 -26:	 	$	23.12	/SF	 	$	42,194.00	 	 	$	3,516.16	 
	Months 27 -38:	 	$	23.68	/SF	 	$	43,216.00	 	 	$	3,601.33	 





 


If
the delivery of the Additional Space is not achieved on the first day of a month, then Tenant shall be liable for the payment
of rent to Landlord, on a pro rata basis for that month, until the first day of the first month thereafter, at which time Tenant
shall thereafter be liable, on an ongoing monthly basis, for the full monthly rental for the Additional Space.


 


12.Additional
Rent.Tenant shall, in addition to the Base Rent as called for in ¶11 hereof, pay to Landlord all sums which are designated
as Additional Rent as required pursuant to the Lease.


 


13.Rent
for Total Premises. Provided that Tenant is in compliance with the terms of the Lease, the Lease shall be deemed to be modified
as follows: Commencing with the Additional Space being delivered to Tenant, the Base Rent paid by Tenant shall be the sum of the
Base Rent for the Leased Premises as well as the Base Rent for the Additional Space (the Leased Premises and the Additional Space
combined shall be designated as the "Total Premises"), and which, when combined, shall be the Base Rent for the Total
Premises. Tenant shall further be obligated under the lease to pay Tenant's proportionate share of Additional Rent for the Total
Premises as provided in ¶2.02 and Article 3 of the Lease.


 


14.Condition
of Additional Space and Landlord's Fit-Up Obligations. Tenant has examined the Additional Space and is satisfied that it
meets its needs and therefore agrees to accept the same in "as is" condition with the exception of the following
which the Landlord will either install or perform in or to Suite G-35 at Landlord's expense:


 


(i)install
new carpeting as selected by Tenant from samples provided by Landlord as building standard carpet;


 






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(ii)paint
throughout in a neutral color to be designated by Tenant;


 


(iii)install
new VCT tile in the vestibule;


 


(iv)install
new ceiling tiles throughout;\


 


(v)remove
metal bars existing in the individual offices;


 


(vi)install
new flat acrylic lenses on the light fixtures;


 


(vii)install
new window shades throughout;


 


(viii)disconnect
washer and dryer hook ups, install sheetrock and paint;


 


(ix)all
systems, including HVAC and lighting, shall be in working order;


 


(x)HVAC
diffusers will be cleaned; and


 


(xi)professionally
cleaned prior to delivery.


 


15.Additional
Space - Tenant's Proportionate Share. Commencing with the delivery of the Additional Space to Tenant, the parties acknowledge
that Tenant's Proportionate Share of Additional Rent for the Leased Premises and the Additional Space (the "Total Premises")
shall be eleven and two tenths (11.2%) percent.


 


The
Base Year for the Operating Expenses for the Total Premises shall be calendar year 2014.


 


16.Security
Deposit and First Months Rent. Upon execution of this Lease Expansion, Tenant shall deliver to Landlord checks in the amount
of:


 


   (i)$6,862.00
which represents a security deposit for the Additional Space so that the security deposit for the Total Premises will be $36,862.


 


   (ii)$3,431.00
representing the base rental payment for the first full month for the Additional Space, for which the Tenant is liable, which
payment will be for the first day of the third full month of the term.


 




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17.Right
to First Offer. Tenant shall have the right to receive the first offer to lease Suite G-40 in accordance with ¶r of Amended
Exhibit "A".


 


18.Miscellaneous.



 


A.Tenant
shall be entitled, on an unallocated and undesignated basis, to the use of seven (7) parking spaces in conjunction with the use
of the Additional Space.


 


B.Tenant
shall have the right under the same terms and conditions with regard to sub-leasing the Additional Space as such right is given
to Tenant in the Lease.


 


C.The
covenants, conditions and agreements contained in the Lease shall bind and inure to the benefit of Landlord and Tenant and their
respective successors and assigns, except as otherwise provided therein.


 


D.Tenant
expressly understood and agreed that all terms and conditions of the Lease, except where specified differently in this Lease Expansion,
are applicable to the Additional Space and will remain unchanged and in full force and effect with regard thereto. Tenant acknowledges
that such terms and conditions are acceptable and it will adhere to the same except where a specific modification thereto is made
in this First Extension and Expansion to Lease regarding Suite G-35.


 


E.Tenant
acknowledges that the electric and gas service to the Total Premises are separately metered and, as Tenant provides its own janitorial
services, it is liable for the charges resulting from such usage and services.


 


F.The
parties hereby acknowledge each to the other that no broker has been involved in this transaction other than Paul Goldman of Mercer
Oak Realty LLC and Cushman & Wakefield of NJ and any compensation due to those brokers shall be paid by Landlord pursuant
to separate agreement.


 


G.Exhibit
“A” of the Lease is hereby modified, where applicable, by the Amended Exhibit “A” attached hereto and
made a part hereof and in the event there is a conflict between this First Extension and Expansion to Lease and the terms of
the Lease and/or the Exhibit “A” attached thereto, the terms of this First Extension and Expansion to Lease shall
be controlling.


 






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IN
WITNESS WHEREOF, the parties hereto have respectfully signed and sealed this First Extension and Expansion to Lease as of the
day and year first above written.


 


	 	CPP
    II LLC, as Landlord
	 	 
	 	By	/s/
    Deborah Tsabari
	 	 	Deborah
    Tsabari, Manager
	 	 	 
	 	SOLIGENIX,
    INC., as Tenant as Tenant
	 	 	 
	 	By	/s/
    Christopher J. Schaber
	 	 	Christopher
    J. Schaber
	 	 	President
    and CEO



 



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AMENDED
EXHIBIT "A" TO 

LEASE DATED FEBRUARY 7, 2012 

29 Emmons Drive

LEASE TERMS


 


The
Property is identified as 29 Emmons Drive, West Windsor Township, Mercer County, New Jersey, and further identified on the official
tax map of West Windsor Township as Lot 5, Block 7.03:


 


	a.	Total Premises: Suite C-10 containing approximately 5,250 rentable square
feet and G-35 containing approximately 1,825 rentable square feet.




 


	b.	Term (Article I): The term shall be amended so that the Commencement Date
for the Additional Space shall be the date upon which the Additional Space is delivered to Tenant. The termination date for the
Leased Premises shall be May 31, 2018, while the termination date for the Additional Space shall be the last day of the full thirty-eighth
(38th) month following the Commencement Date.




 


	c.	Commencement Date for the Extension Period of the Leased Premises shall
be April 1, 2015.




 


Commencement
Date: Commencement Date for the term of the Expansion Period shall be the date of delivery of the Additional Space to Tenant.


 


Commencement
Date: Commencement Date for the option period, if exercised by Tenant, shall be June 1, 2018.


 


	d.	Rent Commencement Date: Rent Commencement Date for the Additional Space
shall be the date of delivery of the Additional Space to Tenant.




 


	e.	Base Rent for Leased Premises (existing space Suite C-10):




 


		(i)	Tenant's
                                         Base Rent shall continue at its current rate of $8,312.50 per month through March 31,
                                         2015;



 


		(ii)	Commencing
                                         with the Extension Period April 1, 2015



 


Months
1 and 2: April and May, 2015, rent free (Base and Additional Rent)


 


	 	 	 	 	 	 	 	Per Annum	 	 	 	Per Month	 
	Months 3 - 38:	 	$	20.25	/SF	 	$	106,312.50	 	 	$	8,859.38	 



 


	f.	Base Rent for Additional Space (Suite G-35):




 


Months
1 and 2: Rent free (Base and Additional Rent)


 


	 	 	 	 	 	Per Annum	 	 	Per Month	 
	Months   3 - 14:	 	$	22.56	/SF	 	$	41,172.00	 	 	$	3,431.00	 
	Months 15 - 26:	 	$	23.12	/SF	 	$	42,194.00	 	 	$	3,516.16	 
	Months 27 - 38:	 	$	23.68	/SF	 	$	43,216.00	 	 	$	3,601.33	 




 



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	g.	Rent
                                         During Option Period: In the event Tenant exercises its option to extend the Lease for the Total Premises, which option shall commence on June 1, 2018,
                                         Tenant shall pay as Base Rent on the 7,075 square feet comprising the Total Premises,
                                         the then fair market rental value being charged within the Princeton Commerce Center
                                         office park.



 


Months
39 - 75:For Total Premises to be determined as hereinabove.


 


	h.	Estimated Monthly Tenant Utility Cost (Section 3.05):N/A as utilities
are directly metered to Tenant.Tenant shall pay all utility costs directly to the entity supplying the service.




 


	i.	Cost
                                         of Living Index: N/A



 


	j.	Tenant's
                                         Proportionate Share for Total Premises: 11.2%



 


	k.	Security
                                         Deposit: Upon execution of this Lease Expansion, Tenant shall place with Landlord an
                                         additional cash deposit of $6,862.00 with regard to Suite G-35 so that Tenant's security
                                         posted for the Total Premises shall be $36,862.00 (the "Security Deposit").



 


	l.	The Base Year for
the Total Premises (both C-10 and G-35): 2014




 


	m.	Landlord Contribution
for Suite G-35:




 


(i)install
new carpeting as selected by Tenant from samples provided by Landlord as building standard carpet;


 


(ii)paint
throughout in a neutral color to be designated by Tenant;


 


(iii)install
new VCT tile in the vestibule;


 


(iv)install
new ceiling tiles throughout;


 


(v)remove
metal bars existing in the individual offices;


 


(vi)install
new flat acrylic lenses on the light fixtures;


 


(vii)install
new window shades throughout;


 


(viii)disconnect
washer and dryer hook ups, install sheetrock and paint;


 


(ix)all
systems, including HVAC and lighting, shall be in working order;


 


(x)HVAC
diffusers will be cleaned; and


 


(xi)Professionally
cleaned prior to delivery.


 


	n.	Permitted Use
(Section 6.01): General and Administrative Office




 






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	o.	Landlord's Notice
Address:













CPP
II LLC


c/o
Oestreicher Properties Inc.


160
Water Street


New
York, New York 10038


 


	p.	Tenant's
                                         Notice Address:






Soligenix,
Inc.


29
Emmons Drive,


Suite
C-10


Princeton,
NJ 08540


 


	q.	Parking
                                         Spaces (Section 20.18): Not to exceed seven (7) unassigned and unallocated parking spaces
                                         in conjunction with the use of Suite G-35 for cars.



 


	r	Tenant shall have the right to receive the first offer to rent Suite




 


G-40,
consisting of 1,125 rentable square feet, which is continguous to the Additional Space, if, as and when that suite becomes available,
subject to the following terms and conditions:


 


(i)Upon
Tenant being notified in writing that Suite G-40 is available for rent by Tenant, Tenant shall notify Landlord in writing within
ten (10) days of receipt of such notice, of its desire to undertake a rental of said suite;


 


(ii)If
Tenant fails to provide written notice as set forth above in (i), within ten (10) days of receipt of Landlord's notice of the
availability of Suite G-40, such non-response shall be deemed a refusal to proceed with a lease thereof and Tenant shall lose
all further right to rent said suite.


 


	s.	Broker (Section 20.01): Paul
    Goldman representing Mercer Oak Realty, LLC
and Cushman & Wakefield of NJ.







 





	Ini.	 	Ini.	 
	CP	 	 	 






 


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