UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
__________________
Date
of Report (Date of earliest event reported):
January 27,
2006
BIOSANTE
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
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1-31812
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58-2301143
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
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111
Barclay Boulevard
Lincolnshire,
Illinois
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60069
|
|
(Address
of principal executive offices)
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(Zip
Code)
|
(847)
478-0500
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
1 — Registrant’s Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement
On January
27, 2006, BioSante Pharmaceuticals, Inc. entered into a Third Amendment to
the Lease with LaSalle Bank National Association, as successor trustee to
American National Bank and Trust Company of Chicago effective as of January
27, 2006. The Third Amendment amends the Lease, dated as of December 19,
2003, as amended, between BioSante and LaSalle Bank National Association.
The
Amendment is filed as Exhibit 10.1 to this report and is incorporated herein
by
this reference.
The
Amendment, among other things, extends the term of the Lease, as amended,
from
March 31, 2006 to March 31, 2007. The annual base rent remains the same at
approximately $88,400.
Section
9 — Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits
| (c) | Exhibits. The following exhibit is filed herewith: |
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Exhibit
No.
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Description
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10.1
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Third Amendment
to Lease dated as of January 27, 2006, by and between BioSante
Pharmaceuticals, Inc. and LaSalle Bank National Association, as
successor
trustee to American National Bank and Trust Company of
Chicago.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
BIOSANTE
PHARMACEUTICALS, INC.
By: /s/Phillip
B. Donenberg
Chief
Financial Officer, Treasurer and Secretary
Dated: February
1, 2006
BIOSANTE
PHARMACEUTICALS, INC.
FORM
8-K
EXHIBIT
INDEX
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Exhibit
No.
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Description | Method of Filing |
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10.1
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Third Amendment to Lease dated as of January 27, 2006, by and between BioSante Pharmaceuticals, Inc. and LaSalle Bank National Association, as successor trustee to American National Bank and Trust Company of Chicago. | Filed Herewith electronically |
THIS
THIRD AMENDMENT TO LEASE ("Amendment") made as of the 27th day of January,
2006,
by and between CHICAGO TITLE LAND TRUST COMPANY, not personally but
as
successor trustee to LASALLE BANK NATIONAL ASSOCIATION, as successor
trustee
to
AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, as Trustee under Trust
Agreement dated January 1, 1991 and known as Trust No. 113370-03 ("Landlord")
and BIOSANTE PHARMACEUTICALS, INC. ("Tenant").
WITNESSETH:
WHEREAS,
Landlord and Tenant entered into that certain Lease dated December 19, 2003,
as
amended by First Amendment to Lease dated February 26, 2004, as modified by
Letter Amendment dated March 19, 2004 (the "Lease"), and as amended by Second
Amendment to Lease dated January 4, 2005, which Lease demised to Tenant a
portion of the 2nd
floor,
known as Suite 280 ("Premises") of the building known as 111 Barclay Boulevard,
Lincolnshire, Illinois ("Building"); and
WHEREAS,
the parties hereto desire to extend the term of the Lease and to amend the
Lease
in certain other respects.
NOW,
THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the Lease is hereby further amended as follows:
1. Extended
Term.
The term
of the Lease is hereby extended to March 21, 2007 on the same terms and
conditions as set forth in the Lease, except as modified herein and unless
sooner terminated pursuant to the terms of the Lease.
2. Rent.
As of
March 22, 2006 the Base Rent payable under the Lease shall be as
follows:
| Period | Annual Base Rent | Monthly Installment | |
| 3/22/06-3/21/07 | $88,413.00 | $7,367.75 |
3. Work.
Landlord
shall, at Landlord's expense, clean the carpeting in the Premises.
4. Real
Estate Brokers.
Tenant
represents that it has dealt with, and only with Van Vlissingen and Co., as
broker in connection with this Amendment, and that, insofar as Tenant knows,
no
other broker negotiated this Amendment or is entitled to any commission in
connection therewith. Tenant agrees to indemnify and hold Landlord harmless
from
all damages, liability and expense (including reasonable attorneys' fees)
arising from any claims or demands of any other broker or brokers or finders
in
connection with its participating with Tenant in the negotiating of this
Amendment.
5. Lease
in Full Force and Effect.
Except
for the provisions of this Amendment, all the terms, covenants and conditions
of
the Lease and all the rights and obligations of Landlord and Tenant thereunder,
shall remain in full force and effect, and are not otherwise altered, amended,
revised or changed.
6. Estoppel.
Tenant
and Landlord hereby each acknowledge that as of the date hereof, they have
no
claims arising under the Lease against the other party or its agents, or any
one
or more of the foregoing, and that neither knows of any default or failure
on
the part of the other party to keep or perform any covenant, condition or
undertaking to be kept or performed by such other party under the
Lease.
7. Exculpatory
Provisions.
It is
expressly understood and agreed by and between the parties hereto, anything
herein to the contrary notwithstanding, that each and all of the
representations, warranties, covenants, undertakings and agreements herein
made
on the part of any Landlord while in form purporting to be the representations,
warranties, covenants, undertakings, and agreements of such Landlord are
nevertheless each and every one of them made and intended, not as personal
representations, warranties, covenants, undertakings, and agreements by such
Landlord or for the purpose or with the intention of binding such Landlord
personally, but are made and intended for the purpose only of subjecting such
Landlord's interest in the Building, the Land and the Premises to the terms
of
this Amendment and for no other purpose whatsoever, and in case of default
hereunder by any Landlord (or default through, under, or by any of its agents
or
representatives), the Tenant shall look solely to the interests of such Landlord
in the Building and Land; that neither Landlord nor Chicago Title Land Trust
Company, as successor Trustee of Trust No 113370-03 shall have any personal
liability to pay any indebtedness accruing hereunder or to perform any covenant,
either express or implied, herein contained and no liability or duty shall
rest
upon any Landlord which is a land trust to sequester the trust estate or the
rents, issues and profits arising therefrom, or the proceeds arising from any
sale or other disposition thereof; that no personal liability or personal
responsibility of any sort is assumed by, nor shall at any time be asserted
or
enforceable against, Landlord, Chicago Title Land Trust Company, as successor
Trustee under Trust No. 113370-03 or any beneficiaries under any land trust
which may become the owner of the Building, on account of this Amendment or
on
account of any representation, warranty, covenant, undertaking or agreement
of
Landlord in this Amendment contained, either express or implied, all such
personal liability, if any, being expressly waived and released by Tenant and
by
all persons claiming by, through, or under Tenant; and that this Amendment
is
executed and delivered by the undersigned Landlord not in its own right, but
solely in the exercise of the powers conferred upon it as such
Trustee.
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LANDLORD:
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CHICAGO
TITLE LAND TRUST COMPANY, as
successor trustee to LASALLE BANK NATIONAL ASSOCIATION, as successor
trustee to AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, as
Trustee foresaid and
not personally
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| By: | /s/ | |
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| its Trust Officer | ||
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TENANT:
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BioSante
Pharmaceuticals, Inc. |
| : | By: | /s/ Phillip B. Donenberg |
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Its:
Chief Financial Officer, Treasurer, and
Secretary
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