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Celldex Therapeutics, Inc. – ‘10-Q’ for 6/30/22 – ‘EX-10.3’

On:  Monday, 8/8/22, at 4:06pm ET   ·   For:  6/30/22   ·   Accession #:  1104659-22-87222   ·   File #:  0-15006

Previous ‘10-Q’:  ‘10-Q’ on 5/5/22 for 3/31/22   ·   Next:  ‘10-Q’ on 11/9/22 for 9/30/22   ·   Latest:  ‘10-Q’ on 11/2/23 for 9/30/23   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/08/22  Celldex Therapeutics, Inc.        10-Q        6/30/22   60:5.5M                                   Toppan Merrill/FA

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.26M 
 2: EX-10.3     Material Contract                                   HTML     29K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     22K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     22K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     19K 
11: R1          Document and Entity Information                     HTML     73K 
12: R2          Condensed Consolidated Balance Sheets               HTML    113K 
13: R3          Condensed Consolidated Balance Sheets               HTML     35K 
                (Parenthetical)                                                  
14: R4          Condensed Consolidated Statements of Operations     HTML     86K 
                and Comprehensive Loss                                           
15: R5          Condensed Consolidated Statements of Cash Flow      HTML     80K 
16: R6          Basis of Presentation                               HTML     25K 
17: R7          Significant Accounting Policies                     HTML     21K 
18: R8          Fair Value Measurements                             HTML     96K 
19: R9          Marketable Securities                               HTML    110K 
20: R10         Intangible Assets                                   HTML     20K 
21: R11         Other Long-Term Liabilities                         HTML     36K 
22: R12         Stockholders' Equity                                HTML    153K 
23: R13         Stock-Based Compensation                            HTML     81K 
24: R14         Accumulated Other Comprehensive Income              HTML     40K 
25: R15         Revenue                                             HTML     23K 
26: R16         Income Taxes                                        HTML     22K 
27: R17         Net Loss Per Share                                  HTML     27K 
28: R18         Kolltan Acquisition                                 HTML     28K 
29: R19         Significant Accounting Policies (Policies)          HTML     20K 
30: R20         Fair Value Measurements (Tables)                    HTML     95K 
31: R21         Marketable Securities (Tables)                      HTML    108K 
32: R22         Other Long-Term Liabilities (Tables)                HTML     35K 
33: R23         Stockholders' Equity (Tables)                       HTML    148K 
34: R24         Stock-Based Compensation (Tables)                   HTML     84K 
35: R25         Accumulated Other Comprehensive Income (Tables)     HTML     39K 
36: R26         Net Loss Per Share (Tables)                         HTML     26K 
37: R27         Basis of Presentation (Details)                     HTML     30K 
38: R28         Fair Value Measurements (Details)                   HTML     45K 
39: R29         Fair Value Measurements - Contingent Consideration  HTML     26K 
                Liabilities (Details)                                            
40: R30         Fair Value Measurements - Additional information    HTML     29K 
                (Details)                                                        
41: R31         Marketable Securities (Details)                     HTML     58K 
42: R32         Marketable Securities - Additional Information      HTML     21K 
                (Details)                                                        
43: R33         Intangible Assets (Details)                         HTML     19K 
44: R34         Other Long-Term Liabilities (Details)               HTML     32K 
45: R35         Other Long-Term Liabilities- New Jersey tax         HTML     26K 
                benefits (Details)                                               
46: R36         Stockholders' Equity (Details)                      HTML     60K 
47: R37         Stock-Based Compensation - Stock Option Activity    HTML     64K 
                (Details)                                                        
48: R38         Stock-Based Compensation - Employee Stock Option    HTML     29K 
                and Incentive Plan Activity Additional Information               
                (Details)                                                        
49: R39         Stock-Based Compensation - Expenses (Details)       HTML     24K 
50: R40         Stock-Based Compensation - Valuation (Details)      HTML     32K 
51: R41         Accumulated Other Comprehensive Income (Details)    HTML     38K 
52: R42         Revenue (Details)                                   HTML     38K 
53: R43         Income Taxes (Details)                              HTML     19K 
54: R44         Net Loss Per Share (Details)                        HTML     22K 
55: R45         Kolltan Acquisition (Details)                       HTML     39K 
58: XML         IDEA XML File -- Filing Summary                      XML    103K 
56: XML         XBRL Instance -- cldx-20220630x10q_htm               XML   1.45M 
57: EXCEL       IDEA Workbook of Financial Reports                  XLSX     82K 
 7: EX-101.CAL  XBRL Calculations -- cldx-20220630_cal               XML    114K 
 8: EX-101.DEF  XBRL Definitions -- cldx-20220630_def                XML    327K 
 9: EX-101.LAB  XBRL Labels -- cldx-20220630_lab                     XML    756K 
10: EX-101.PRE  XBRL Presentations -- cldx-20220630_pre              XML    529K 
 6: EX-101.SCH  XBRL Schema -- cldx-20220630                         XSD     94K 
59: JSON        XBRL Instance as JSON Data -- MetaLinks              248±   387K 
60: ZIP         XBRL Zipped Folder -- 0001104659-22-087222-xbrl      Zip    221K 


‘EX-10.3’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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Exhibit 10.3

THIRD AMENDMENT OF LEASE

THIS THIRD AMENDMENT OF LEASE, dated as of May 23, 2022, between PERRYVILLE SPE LLC (“Landlord”), and CELLDEX THERAPEUTICS, INC. (“Tenant”).

W I T N E S S E T H:

WHEREAS, Landlord's predecessor-in-interest, Crown Perryville, LLC., and Tenant entered into that certain Lease dated as of May 1, 2013 (the “Original Lease”) in the building known as Perryville Ill at Perryville Corporate Park located at 53 Frontage Road, Hampton, New Jersey 08827 (the “Building) , as amended by a First Amendment of Lease, dated as of June 17, 2015 (the “First Amendment”), and as further amended by a Second Amendment of Lease, dated as of March 8, 2019 (the “Second Amendment”), pursuant to which Tenant is currently leasing premises (the “Premises”) consisting of approximately 3,539 rentable square feet located on a portion of the first (1st) floor and approximately 29,824 rentable square feet located on a portion of the second (2nd) floor (the Original Lease, as amended by the First Amendment and Second Amendment is hereinafter collectively referred to as the “Lease”); and

WHEREAS, Landlord and Tenant desire to amend the Lease on the express terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual premises and agreements herein contained, the parties hereby agree as follows:

1.

Incorporation of Recitals. The recitals set forth above are incorporated herein by reference.

2.

Defined Terms.  All terms used herein not otherwise defined shall have the meanings ascribed to them in the Lease.

3.

Binding Effect.  This Third Amendment of Lease (“Amendment”) shall be binding upon Landlord and Tenant upon the date of mutual execution and delivery hereof (the “Effective Date”).

4.

Lease Amendments. Effective as of the Effective Date, the Lease is hereby amended as follows:

A.

Landlord agrees that within a reasonable time period after the Effective Date, it shall at such time(s) as is mutually-acceptable to Landlord and Tenant and in a Building standard manner, utilizing Building standard materials and specifications (including without limitation Building standard colors): (i) professionally clean/shampoo the carpets in the Premises; and (ii) paint a specified wall in the Premises (“Landlord’s


Work”). Tenant acknowledges and agrees that it shall be responsible at its sole cost and expense, to the extent necessary, to relocate and replace its equipment, furniture, furnishings and wiring in order for Landlord to perform Landlord’s Work.

B.

The terms set forth in Section 19.27. of the Original Lease as to a Renewal Option granted therein shall be reinstated for a potential Renewal Term commencing on August 1, 2025 through July 31, 2027, and for a potential second Renewal Term commencing on August 1, 2027 through July 31, 2030, upon all of the terms and conditions set forth in Section 19.27 of the Original Lease; provided, however, that the Renewal Term Rent for each Renewal Term shall be increased to 102.5% of the Base Rent/Renewal Term Rent for the last year of the subject term and the lease rate will increase 2.5% per year on a compounded, cumulative basis for each year of the subject Renewal Term.. Notwithstanding anything herein to the contrary, the terms set forth in said Section 19.27. as to: (i) two (2) additional periods of five (5) years, and (ii) as to a Base Rent of $15.00 with annual escalation of $0.50 per annum, are hereby deleted in connection with each Renewal Term provided for herein.

C.

The Early Termination Option granted to Tenant in Section 11 of the Second Amendment is hereby deemed deleted in its entirety.

5.No Broker. Tenant covenants, warrants and represents to Landlord that there were no brokers or finders instrumental in consummating this Amendment and that no conversations or negotiations were had by Tenant with any brokers or finders concerning the transaction contemplated by this Amendment, other than The Garibaldi Group (the “Broker”).  Tenant agrees to indemnify and hold Landlord harmless from and against any claims or suits for a brokerage commission arising out of any conversation or negotiations had by Tenant with any brokers or finders in connection with the transactions contemplated by this Amendment, other than the Broker, whom Landlord shall pay pursuant to a separate agreement.

6.Miscellaneous.

A.

Except as expressly amended hereby, all of the terms, covenants, conditions and provisions of the Lease shall remain and continue unmodified, in full force and effect.

B.

This Amendment sets forth the entire agreement between the parties regarding the subject matter hereof, superseding all prior agreements and understandings, written and oral, and may not be altered or modified except by a writing signed by both parties.

C.

Landlord and Tenant each represent and warrant to the other that it has not relied upon any representation or warranty, express or implied, in entering into this Amendment, except those which are set forth herein.

2


D.

The covenants and agreements herein contained shall bind and inure to the benefit of Landlord, its successors and assigns, and Tenant, its successors and assigns. If any of the provisions of this Amendment, or its application to any situation, shall be invalid or unenforceable to any extent, the remainder of this Amendment, or the application thereof to situations other than that as to which it is invalid or unenforceable, shall not be affected thereby, and every provision of this Amendment shall be valid and enforceable to the fullest extent permitted by law.

E.

The captions of this Amendment are for convenience and reference only and in no way define, limit or describe the scope or intent of this Amendment.

F.

Submission by Landlord of the within Amendment for execution by Tenant shall confer no rights nor impose any obligation on Landlord unless and until both Landlord and Tenant shall have executed this Amendment and duplicate originals thereof shall have been delivered by Landlord and Tenant to each other.

G.

This Amendment may be signed in two identical counterparts, and both of such counterparts, when taken together, will be deemed to constitute the original of this Amendment. This Amendment may be executed and delivered via electronic facsimile transmission or as a “.pdf” attachment to an e-mail with the same force and effect as if it were executed and delivered by the parties simultaneously in the presence of one another.

IN WITNESS WHEREOF, the parties have executed this Third Amendment of Lease as of the date hereinabove set forth.

PERRYVILLE SPE LLC

By:

/s/ BERNARD S. BERTRAM

Authorized Signatory

CELLDEX THERAPEUTICS, INC.

By:

/s/ ANTHONY S. MARUCCI

Name:

Anthony S. Marucci

Title:

President and Chief Executive Officer

3



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
7/31/30
8/1/27
7/31/27
8/1/25
Filed on:8/8/228-K
For Period end:6/30/22
5/23/22
3/8/19
6/17/15
5/1/13
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/24  Celldex Therapeutics, Inc.        10-K       12/31/23   87:8.5M                                   Toppan Merrill/FA2
 2/28/23  Celldex Therapeutics, Inc.        10-K       12/31/22   85:8.1M                                   Toppan Merrill/FA


2 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/18/22  Celldex Therapeutics, Inc.        8-K:1,9     7/15/22   11:257K                                   Toppan Merrill/FA
 6/23/22  Celldex Therapeutics, Inc.        8-K:1,2,9   6/20/22   11:225K                                   Toppan Merrill/FA
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Filing Submission 0001104659-22-087222   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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