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):
November
2, 2007
BIOSANTE
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31812
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58-2301143
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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111
Barclay Boulevard
Lincolnshire,
Illinois
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60069
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(Address
of principal executive offices)
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(Zip
Code)
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(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:
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£
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section
1 — Registrant’s Business and
Operations
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
November 2, 2007, BioSante Pharmaceuticals, Inc. entered into a Fifth Amendment
to the Lease with LaSalle Bank National Association, as successor trustee to
American National Bank and Trust Company of Chicago effective as of November
2,
2007. The Fifth 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,
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·
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extends
the term of the Lease, as amended, from March 21, 2008 to March 21,
2009;
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·
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increases
the annual base rent in 2009 from approximately $90,000 to approximately
$93,500 and increases the annual base rent in 2010 from approximately
$93,500 to approximately $97,000;
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·
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sets
terms on the payment of work to be done on the premises by the landlord;
and
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·
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includes
provisions for one year lease extension
terms.
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Section
9 — Financial Statements and
Exhibits
Item
9.01 Financial
Statements and Exhibits.
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(d)
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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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Fifth
Amendment to Lease dated as of November 2, 2007 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
Phillip
B. Donenberg
Chief
Financial Officer, Treasurer and Secretary
Dated: November
6, 2007
BIOSANTE
PHARMACEUTICALS, INC.
FORM
8-K
EXHIBIT
INDEX
Exhibit
No. Description
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10.1
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Fifth
Amendment to Lease dated as of November 2, 2007 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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FIFTH
AMENDMENT TO LEASE
THIS
FIFTH AMENDMENT TO LEASE
("Amendment") made as of the 2nd day of November, 2007, by and
between 111 BARCLAY ASSOCIATES ("Landlord"), sole beneficiary under 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, under Trust Agreement dated January 1, 1991 and known as Trust No.
113370-03 ("Trustee"), and BIOSANTE PHARMACEUTICALS, INC.
("Tenant").
W
I T N E S S E T H:
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"), as amended by Second Amendment to Lease dated January
4,
2005, as amended by Third Amendment to Lease dated January 27, 2006, and as
amended by Fourth Amendment to Lease dated March 7, 2007, 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, 2009
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, 2008, the Base Rent payable under the Lease shall be as
follows:
Original
Base Rent:
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Period
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Annual
Base
Rent
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Monthly
Installment
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3/22/08-3/21/09
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$90,113.25
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$7,509.43
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Extended
Base Rent:
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Period
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Annual
Base
Rent
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Monthly
Installment
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3/22/09-3/21/10
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$93,513.75
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$7,792.81
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3/22/10-3/21/11
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$96,914.25
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$8,076.19
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3. Work. Landlord
shall repaint the walls of the Premises. The cost to repaint the
Premises is $7,000.00. Landlord and Tenant shall each pay ½ of the
cost, or $3,500.00; provided, however, that if Tenant fails to exercise its
option to extend the term of the Lease for the second year (for clarity,
03/22/09 – 03/21/10) then Tenant shall reimburse Landlord for its share of the
repainting cost, or $3,500.00.
4. Extended
Term. Tenant shall have the right to extend the Term for all of
the Premises for two (2) extension terms of one (1) year each ("Extended Term")
which shall commence on the day following the expiration of the initial Term
and
end on the first anniversary of the Expiration Date or the expiration date
of
the first Extended Term, as the case may be, unless the Extended Term shall
sooner terminate pursuant to any of the terms of this Lease or
otherwise. Each Extended Term shall commence only if Tenant shall
have notified Landlord in writing of Tenant's exercise of such extension right
not later than four and a half (4½) months prior to the Expiration Date of the
initial Term or the first Extended Term, as the case may be, and at the time
of
the exercise of such right and immediately prior to the then Expiration Date,
this Lease is in full force and effect and no Default shall have occurred and
be
continuing hereunder. Time is of the essence with respect to the
giving of the notice of Tenant's exercise of the extension
right. Each Extended Term shall be upon all of the agreements, terms,
covenants and conditions hereof binding upon Tenant, except that (a) the
Extended Base Rent shall be as provided in the Schedule of Significant Terms,
(b) Landlord shall have no obligation to perform any work or make any
contribution to work performed to prepare the Premises for Tenant's use, and
(c)
Tenant shall have no further right to extend the Term, other than in accordance
with this Section 4. Upon the exercise of each extension option by
Tenant, (i) the Extended Term shall be added to and become part of the Term
(but
shall not be considered part of the Initial Term), (ii) any reference to "this
Lease", to the "Term", the "term of this Lease" or any similar expression shall
be deemed to include the Extended Term, and (iii) the expiration of each
Extended Term shall become the Expiration Date.
5. 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.
6. 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.
7. 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.
8. 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 the Landlord while in form purporting
to
be the representations, warranties, covenants, undertakings, and agreements
of
the Landlord are nevertheless each and every one of them made and intended,
not
as personal representations, warranties, covenants, undertakings, and agreements
by the Landlord or for the purpose or with the intention of binding the Landlord
personally, but are made and intended for the purpose only of subjecting the
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 the Landlord (or default through, under, or by any of its agents
or
representatives), the Tenant shall look solely to the interests of the Landlord
in the Building and Land.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]
IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed on the
date first above written.
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LANDLORD:
111
BARCLAY ASSOCIATES
By:
Van Vlissingen & Co., its authorized agent
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By: /s/Charles
R.
Lamphere
Its: President
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TENANT:
BIOSANTE
PHARMACEUTICALS, INC.
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By: /s/Phillip
B. Donenberg
Its:
CFO
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