Lease Agreement

Lease Agreement

by Uluru Inc
March 31st, 2006

 
THIS LEASE AGREEMENT is made this 31st day of January, 2006 between Addison Park, Ltd. / The Gibby Family Living Trust as Landlord, (“Landlord), and the Tenant named below,
 
Tenant:
ULURU, Inc.
 
 
Premises:
That portion of the Building, containing approximately 8,923 rentable square feet, as determined by Landlord, as shown on Exhibit A.
   
 
 
Building:
Addison Park Place
 
4452 Belt Way Drive
 
Addison, TX 75001
Tenant’s Proportionate
 
Share of Building:
24.53%
   
Lease Term:
Eighty-four (84) months
   
Commencement Date:
April 1, 2006
 
 
Initial Monthly Base Rent:
$6,989.68
For months 1-60 and $7,435.83 for months 61- 84.
 
Initial Estimated Monthly
 
Operating Expense Payments:
1. Common Area Charges: $ 922.04
(See Paragraph 6)
2. Taxes: $1,018.71
 
3. Insurance: $ 104.10
Initial Estimated Monthly
 
Operating Expense Payments:
$2,044.85
 
 
Initial Monthly Base Rent and
$9,034.53
Operating Expense Payments:
 
 
 
Security Deposit:
$18,069.06
Addenda:
Exhibit “A”- Floor Plan
 
 
1.
Granting Clause. In consideration of the obligation of Tenant to pay rent as herein provided and in consideration of the other terms, covenants, and conditions hereof, Landlord leases to Tenant, and Tenant takes from Landlord, the Premises, to have and to hold for the Lease Term, subject to the terms, covenants and conditions of this Lease.

 
2.
Acceptance of Premises. Tenant shall accept the Premises in its condition as of the Commencement Date subject to the improvements which shall be made per paragraph 40 and all- applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. Except as provided in Paragraph 10, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use.




3.  Use. The Premises shall be used only for the purpose of executive offices and pharmaceutical research and for such other lawful purpose as may be incidental thereto. Tenant shall not conduct or give notice of any auction, liquidation, or going out of business sale on the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit waste, overload the floor or structure of the Premises or subject the Premises to use that would damage the Premise. Tenant shall not in it’s reasonable control permit any objectionable or unpleasant odors, smoke, dust, gas, noise, or vibrations to emanate from the Premises, or take any other action that would constitute a nuisance or would disturb, unreasonably interfere with, or endanger Landlord or any tenants of the Project. Outside storage, including without limitation, storage of trucks and other vehicles, is prohibited without Landlord’s prior written consent. Landlord warrants it has received no notice from any government authority that the Premises are not in compliance with the Americans With Disabilities Act and Landlord shall maintain the exterior of the Premises in compliance with the ADA. Tenant, at its sole expense, shall use and Occupy the interior of the Premises in compliance with all laws, including, without limitation, the Americans With Disabilities Act, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the Premises (collectively, “Legal Requirements”). The Premises shall not be used as a place of public accommodation under the Americans with Disabilities Act or similar state statutes or local ordinances or any regulations promulgated thereunder, all as may be amended from time to time. Tenant shall, at its expense, make any alterations or modifications, within or without the Premises that are required by Legal Requirements related to Tenant’s use or occupation of the Premises. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance or increase the insurance risk. If any increase in the cost of any insurance on the Premises or the Project is caused by Tenant’s use or occupation of the Premises, or because Tenant vacates the Premises prior to the expiration of its Lease, then Tenant shall pay the amount of such increase to Landlord. Any occupation of the Premises by Tenant prior to the Commencement Date shall be subject to all obligations of Tenant under this Lease.

 
4.
Base Rent. Tenant shall pay Base Rent in the amount set forth above. The first month’s Base Rent, the Security Deposit, and the first monthly installment of estimated Operating Expenses (as hereafter defined) shall be due and payable on the date hereof, and Tenant promises to pay to Landlord in advance, without demand, deduction or set-off, monthly installments of Base Rent on or before the first day of each calendar month succeeding the Commencement Date. Payments of Base Rent for any fractional calendar month shall be prorated. All payments required to be made by Tenant to Landlord hereunder shall be payable at such address as Landlord may specify from time to time by written notice delivered in accordance herewith. The obligation of Tenant to pay Base Rent and other sums to Landlord and the obligations of Landlord under this Lease are independent obligations. Tenant shall have no right at any time to abate, reduce, or set-off any rent due hereunder except as may be expressly provided in this Lease. If Tenant is delinquent in any monthly installment of Base Rent or of estimated Operating Expenses for more than ten (10) days, Tenant shall pay to Landlord on demand a late charge equal to ten percent (10%) of such delinquent sum. The provision for such late charge shall be in addition to all of Landlord’s other rights and remedies hereunder or at law and shall not be construed as a penalty.

 
5.
Security Deposit. The Security Deposit shall be held by Landlord as security for the performance of Tenant’s obligations under this Lease. The Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Upon each occurrence of an Event of Default (hereinafter defined), Landlord may use all or part of the Security Deposit to pay delinquent payments due under this Lease, and the cost of any damage, injury, expense or liability caused by such Event of Default, without prejudice to any other remedy provided herein or provided by law. Tenant shall pay Landlord on demand the amount that will restore the Security Deposit to its original amount. Landlord’s obligation respecting the Security Deposit is that of a debtor, not a trustee; no interest shall accrue thereon. The Security Deposit shall be the property of Landlord, but shall be paid to Tenant when Tenant’s obligations under this Lease have been completely fulfilled. Landlord shall be released from any obligation with respect to the Security Deposit upon transfer of this Lease and the Premises to a person or entity assuming Landlord’s obligations under this Paragraph 5.

 
6.
Operating Expense Payments. During each month of the Lease Term, on the same date that Base Rent is due, Tenant shall pay Landlord an amount equal to 1/12 of the annual cost, as estimated by Landlord from time to time, of Tenant’s Proportionate Share (hereinafter defined) of Operating Expenses for the Project. Payments thereof for any fractional calendar month shall be prorated. The term “Operating Expenses” means all costs and expenses incurred by Landlord with respect to the ownership, maintenance, and operation of the Project including, but not limited to, costs of: Taxes (hereinafter defined) and fees payable to tax consultants and attorneys for consultation and contesting taxes; insurance; utilities for the common area of the Project; maintenance, repair and replacement of all portions of the Project, including without limitation, paving and parking areas, roads, roofs, alleys, and driveways, mowing, landscaping, exterior painting, utility lines, common area lighting, electrical systems and other mechanical and building systems; amounts paid to contractors and subcontractors for work or services performed in connection with any of the foregoing; property management fees and reasonable administrative costs, security services, if any; litter collection, sweeping and removal; and additions or alterations made by Landlord to the Project or the Building in order to comply with Legal Requirements (other than those expressly required herein to be made by Tenant) or that are appropriate to the continued operation of the Project or the Building as a Office Tech facility in the market area, provided that the cost of additions or alterations that are required to be capitalized for federal income tax purposes shall be amortized on a straight line basis over a period equal to the useful life thereof for federal income tax purposes. Operating Expenses do not include debt service under mortgages or ground rent under ground leases, costs of restoration to the extent of net insurance proceeds received by Landlord with respect thereto, leasing commissions, or the costs of renovating space for tenants.

If Tenant’s total payments of Operating Expenses for any year are less than Tenant’s Proportionate Share of actual Operating Expenses for such year, then Tenant shall pay the difference to Landlord within 30 days after demand, and if more, then Landlord shall retain such excess and credit it against Tenant’s next payments. For purposes of calculating Tenant’s Proportionate Share of Operating Expenses, a year shall mean a calendar year except the First year, which shall begin on the Commencement Date, and the last year, which shall end on the expiration of this Lease. With respect to Operating Expenses which Landlord allocates to the entire Project, Tenant’s “Proportionate Share” shall be the percentage set forth on the first page of this Lease as Tenant’s Proportionate Share of the Project as reasonably adjusted by Landlord in the future for changes in the physical size of the Premises or the Project; and, with respect to Operating Expenses which Landlord allocates only to the Building, Tenant’s “Proportionate Share” shall be the percentage set forth on the first page of this Lease as Tenant’s Proportionate Share of the Building as reasonably adjusted by Landlord in the future for changes in the physical size of the Premises or the Building. Landlord may equitably increase Tenant’s Proportionate Share for any item of expense or cost reimbursable by Tenant that relates to a repair, replacement, or service that benefits only the Premises or only a portion of the Project or Building that includes the Premises or that varies with occupancy or use. The estimated Operating Expenses for the Premises set
forth on the first page of this Lease are only estimates, and actual expenses may differ based on present and future years’ operational experience.
 
7. Utilities. Tenant shall pay for all water, gas, electricity, heat, light, power, telephone, sewer, refuse, and other utilities and services used on the Premises, all maintenance charges for utilities, and any storm sewer charges or other similar charges for utilities imposed by any governmental entity or utility provider, together with any taxes, penalties, surcharges or the like on these services pertaining to Tenant’s use of the Premises. . Tenant shall pay its share of all charges for jointly metered utilities based upon consumption, as reasonably determined by Landlord. No interruption or failure of utilities shall result in the termination of this Lease or the abatement of rent. If water and sewer are master metered, Tenant shall pay it’s proportionate share of the actual cost of the Building’s water/sewer charges in addition to its operating expense payments.

8.  Taxes. Landlord shall pay all taxes, assessments and governmental charges (collectively referred to as Taxes”) that accrue against the Project during the Lease Term, which shall be included as part of the Operating Expenses charged to Tenant. Landlord may contest by appropriate legal proceedings the amount, validity, or application of any taxes or liens thereof. All capital levies or other taxes assessed or imposed on Landlord upon the rents payable to Landlord under this Lease and any franchise tax, any excise, transaction, sales or privilege tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents from the Premises and/or the Project or any portion thereof shall be paid by Tenant to Landlord monthly in estimated installments or upon demand, at the option of Landlord, as additional rent; provided, however, in no event shall Tenant be liable for any net income taxes imposed on Landlord unless such net income taxes are in substitution for any Taxes payable hereunder. If any such tax or excise is levied or assessed directly against Tenant, then Tenant shall be responsible for and shall pay the same at such times and in such manner as the taxing authority shall require. Tenant shall be liable for all taxes levied or assessed against any personal property or fixtures placed in the Premises, whether levied or assessed against Landlord or Tenant.

9.  
Insurance. Landlord shall maintain all risk property insurance covering the full replacement cost of the Building. Landlord may, but is not obligated to, maintain such other insurance and additional coverages as it may deem necessary, including, but not limited to, commercial liability of such insurance allocable to the Project or Building will be determined by Landlord based upon the insurer’s cost calculations). Tenant shall also reimburse Landlord for any increased premiums or additional insurance as a result of Tenant’s use of the Premises.

Tenant, at its expense, shall maintain during the Lease Term: all risk property insurance covering the full replacement cost of all property and improvements installed or placed in the Premises by Tenant at Tenant’s expense; worker’s compensation insurance with no less than the minimum limits required by law; employer’s liability insurance with such limits as required by law; and commercial liability insurance, with a minimum limit of $1,000,000 per occurrence and a minimum umbrella limit of $1,000,000, for a total minimum combined general liability and umbrella limit of $2,000,000 for property damage, personal injuries, or deaths of persons occurring in or about the Premises. Landlord may from time to time require reasonable increases in any such limits. The commercial liability policies shall name Landlord as an additional insured, insure on an occurrence and not a claims-made basis, be issued by insurance companies which are reasonably acceptable to Landlord, not be cancelable unless thirty (30) days’ prior written notice shall have been given to Landlord, contain a hostile fire endorsement and a contractual liability endorsement and provide primary coverage to Landlord (any policy issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant’s policies). Such policies or certificates thereof shall be delivered to Landlord by Tenant upon commencement of the Lease Term and upon each renewal of said insurance.

The all risk property insurance obtained by Landlord and Tenant shall include a waiver of subrogation by the insurers and all rights based upon an assignment from its insured, against Landlord or Tenant, their officers, directors, employees, managers, agents, invitees and contractors, in connection with any loss or damage thereby insured against. Neither party nor its officers, directors, employees, managers, agents, invitees or contractors shall be liable to the other for loss or damage caused by any risk coverable by all risk property insurance, and each party waives any claims against the other party, and its officers, directors, employees, managers, agents, invitees and contractors for such loss or damage. The failure of a party to insure its property shall not void this waiver. Landlord and its agents, employees and contractors shall not be liable for, and Tenant hereby waives all claims against such parties for, business interruption and losses occasioned thereby sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in or upon the Premises or the Project from any cause whatsoever, excluding without limitation, damage caused in whole or in part, directly or indirectly, by the negligence of Landlord or its agents, employees or contractors.

 
10.
Landlord’s Repairs. Landlord shall maintain, at its expense, the structural soundness of
the foundation and exterior walls of the Building, reasonable wear and tear and uninsured losses and damages caused by Tenant, its agents and contractors excluded. The term “walls” as used in this Paragraph 10 shall not include windows, glass or plate glass, doors or overhead doors, special store fronts, dock bumpers, dock plates or levelers, or office entries. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this Paragraph 10, after which Landlord shall have a reasonable opportunity to repair. Landlord shall maintain the rubber seals around the windows.

 
11.
Tenant’s Repairs. Landlord, at Tenant’s expense as provided in Paragraph 6, shall maintain in good repair and condition the parking areas, roof and the common areas of the Building, including, but not limited to driveways, alleys, landscape and grounds surrounding the Premises. Subject to Landlord’s obligation in Paragraph 10 and subject to Paragraphs 9 and 15, Tenant, at its expense, shall repair, replace and maintain in good condition all portions of the Premises and all areas, improvements and systems exclusively serving the Premises including, without limitation, dock and loading areas, truck doors, plumbing, water and sewer lines up to points of common connection, entries, doors, ceilings, broken windows, interior walls, and the interior side of demising walls, and heating, ventilation and air conditioning systems. Such repair and replacements include capital expenditures and repairs whose benefit may extend beyond the Term. Heating, ventilation and air conditioning systems and other mechanical and building systems serving the Premises shall be maintained at Tenant’s expense. Landlord’s HVAC contractor shall perform the quarterly filter changes and annual coil cleaning at Tenant’s expense, subject to competitive pricing. Subject to Paragraphs 9 and 15, Tenant shall bear the full cost of any repair or replacement to any part of the Building or Project that results from damage caused by Tenant, its agents, contractors, or invitees and any repair that benefits only the Premises.

 
12.
Tenant-Made Alterations and Trade Fixtures. Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Tenant-Made Alterations”) shall be subject to Landlord’s prior written consent. Tenant shall cause, at its expense, all Tenant-Made Alterations to comply with insurance requirements and with Legal Requirements and shall construct at its expense any alteration or modification required by Legal Requirements as a result of any Tenant-Made Alterations. All Tenant Made Alterations shall be constructed in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Tenant-Made Alterations shall be submitted to Landlord for its approval. Landlord may monitor construction of the Tenant-Made Alterations. . Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall furnish security or make other arrangements satisfactory to Landlord to assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company satisfactory to Landlord protecting Landlord against liability for personal injury or property damage during construction. Upon completion of any Tenant-Made Alterations, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Tenant-Made Alterations and final lien waivers from all such contractors and subcontractors. Upon surrender of the Premises, all Tenant-Made Alterations and any leasehold improvements constructed by Landlord or Tenant shall remain on the Premises as Landlord’s property, except to the extent Landlord requires removal at Tenant’s expense of any such items or Landlord and Tenant have otherwise agreed in writing in connection with Landlord’s consent to any Tenant-Made Alterations. Tenant shall repair any damage caused by such removal.

Tenant, at its own cost and expense and without Landlord’s prior approval, may erect such shelves, bins, machinery and trade fixtures (collectively “Trade Fixtures”) in the ordinary course of its business provided that such items do not alter the basic character of the Premises, do not overload or damage the Premises, and may be removed without injury to the Premises, and the construction, erection, and installation thereof complies with all Legal Requirements and with Landlord’s requirements set forth above. Tenant shall remove its Trade Fixtures the termination of the Lease and shall repair any damage caused by such removal.

 
13.
Signs. Tenant shall not make any changes to the exterior of the Premises, install any exterior lights, decorations, balloons, flags, pennants, banners, or painting, or erect or install any signs, windows or door lettering, placards, decorations, or advertising media of any type which can be viewed from the exterior of the Premises, without Landlord’s prior written consent. Upon surrender or vacation of the Premises, Tenant shall have removed all signs and repair, paint, and/or replace the building facia surface to which its signs are attached. Tenant shall obtain all applicable governmental permits and approvals for sign and exterior treatments. All signs, decorations, advertising media, blinds, draperies and other window treatment or bars or other security installations visible front outside the Premises shall be subject to Landlord’s approval and conform in all respects to Landlord’s requirements.

 
14.
Parking. Tenant shall be entitled to park in common with other tenants of the Project in those areas designated for nonreserved parking. Landlord may allocate parking spaces between Tenant and other tenants in the Project if Landlord determines that such parking facilities are becoming crowded.

 
15.
Restoration. If at any time during the Lease Term the Premises are damaged by a fire or other casualty, Landlord shall notify Tenant within sixty (60) days after such damage as to the amount of time Landlord reasonably estimates it will take to restore the Premises. If the restoration time is estimated to exceed six (6) months, either Landlord or Tenant may elect to terminate this Lease upon notice to the other party given no later than 30 days after Landlord’s notice. If neither party elects to terminate this Lease or if Landlord estimates that restoration will take 6 months or less, then, subject to receipt of sufficient insurance proceeds, Landlord shall promptly restore the Premises excluding the improvements installed by Tenant or by Landlord and paid by Tenant, subject to delays arising from the collection of insurance proceeds or from Force Majeure events. Tenant at Tenant’s expense shall promptly perform, subject to delays arising from the collection of insurance proceeds, or from Force Majeure events, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either party may terminate this Lease if the Premises are damaged during the last year of the Lease Term and Landlord reasonably estimates that it will take more than one month to repair such damage. The cost of Landlord’s insurance deductible shall be considered an Operating Expense in accordance with paragraph 6 of this Lease. If the damage involves the premises of other tenants, Tenant shall pay the portion of the deductible that the cost of the restoration of the Premises. bears to the total cost of restoration, as determined by Landlord. Base Rent and Operating Expenses shall be abated for the period of repair and restoration in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises. Such abatement shall be the sole remedy of Tenant, and except as provided herein, Tenant waives any right to terminate the Lease by reason of damage or casualty loss.
 
 
16.
Condemnation. If any part of the Premises or the Project should be taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would prevent or materially interfere with Tenant’s use of the Premises or in Landlord’s judgment would materially interfere with or impair its ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this lease is not terminated as provided above, the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for Tenant improvements, moving expenses and damage to Tenant’s Trade Fixtures, if a separate award for such items is made to Tenant.

 
17.
Assignment and Subletting. Without Landlord’s prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof~ to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a “Tenant Affiliate”), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord’s reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord’s receipt of Tenant’s written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant’s notice, terminate this Lease with respect to the space described in Tenant’s notice, as of the date specified in Tenant’s notice for the commencement of the proposed assignment or sublease.

Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant’s obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant’s other obligations under this Lease (regardless of whether Landlord’s approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (on a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant.

If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.

 
18.
Indemnification. Except for the gross negligence of Landlord, its agents, employees or contractors, and to the extent permitted by law, Tenant agrees to indemnify, defend and hold harmless Landlord, and Landlord’s agents, employees and contractors, from and against any and all losses, liabilities, damages, costs and expenses (including attorneys’ fees) resulting from claims by third parties for injuries to any person and damage to or theft or misappropriation or loss of property occurring in or about the Project and arising from the use and occupancy of the Premises or from any activity, work, or thing done, permitted or suffered by Tenant in or about the Premises or due to any other act or omission of Tenant, its subtenants, assignees, invitees, employees, contractors and agents. The furnishing of insurance required hereunder shall not be deemed to limit Tenant’s obligations under of this Paragraph 18.

 
19.
Inspection and Access. Landlord and its agents, representatives, and contractors may enter the Premises during business hours or at anytime in the event of an emergency, to inspect the Premises and to make such repairs as may be required or permitted pursuant to this Lease and for any other business purpose. Landlord and Landlord’s representatives may enter the Premises during business hours for the purpose of showing the Premises to prospective purchasers and, during the last year of the Lease Term, to prospective tenants. Landlord may erect a suitable sign on the Premises stating the Premises are available to let or that the Project is available for sale. Landlord may grant easements, make public dedications, designate common areas and create restrictions on or about the Premises, provided that no such easement, dedications designation or restriction materially interferes with Tenant’s use or occupancy of the Premises. At Landlord’s request, Tenant shall execute such instruments as may be necessary for such easements, dedications or restrictions.

 
20.
Quiet Enjoyment. If Tenant shall perform all of the covenants and agreements herein required to be performed by Tenant, Tenant shall, subject to the terms of this Lease, at all times during the lease Term, have peaceful and quiet enjoyment of the Premises against any person claiming by, through or under Landlord.

 
21.
Surrender. Upon termination of the Lease Term or earlier termination of Tenant’s right of possession, Tenant shall surrender the Premises to Landlord in the same condition as received, broom clean, ordinary wear and tear and casualty loss and condemnation covered by Paragraphs 15 and 16 excepted. Any Trade Fixtures, Tenant-Made Alterations and property not so removed by Tenant as permitted or required herein shall be deemed abandoned and may be stored, removed, and disposed of by Landlord at Tenant’s expense, and Tenant waives all claims against Landlord for any damages resulting from Landlord’s retention and disposition of such property. All obligations of Tenant hereunder not fully performed as of the termination of the Lease Term shall survive the termination of the Lease Term, including without limitation, indemnity obligations, payment obligations with respect to Operating Expenses and obligations concerning the condition and repair of the Premises.

22.Holding Over. If Tenant retains possession of the Premises after the termination of the Lease Term, unless otherwise agreed in writing, such possession shall be subject to immediate termination by Landlord at any time, and all of the other terms and provisions of this Lease (excluding any expansion or renewal option or other similar right or option) shall be applicable during such holdover period, except that Tenant shall pay Landlord from time to time, upon demand, as Base Rent for the holdover period, an amount equal to double the Base Rent in effect on the termination date, computed on a monthly basis for each month or part thereof during such holding over. All other payments shall continue under the terms of this Lease. In addition, Tenant shall be liable for all damages incurred by Landlord as a result of such holding over. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided, and this Paragraph 22 shall not be construed as consent for Tenant to retain possession of the Premises.

23.Events of Default. Each of the following events shall be an event of default (“Event of Default”) by Tenant under this Lease:

 
(i)
Tenant shall fail to pay any installment of Base Rent or any other payment required herein when due, and such failure shall continue for a period of five (5) days from the date such payment was due.
 
(ii)
Tenant or any guarantor or surety of Tenant’s obligations hereunder shall (A) make a general assignment for the benefit of creditors; (B) commence any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or of any substantial part of its property (collectively a “proceeding for relief”); (C) become the subject of any proceeding for relief which is not dismissed within sixty (60) days of its filing or entry; or (D) die or suffer a legal disability (if Tenant, guarantor, or surety is an individual) or be dissolved or otherwise fail to maintain its legal existence (if Tenant, guarantor or surety is a corporation, partnership or other entity).

 
(iii)
Any insurance required to be maintained by Tenant pursuant to this Lease shall be canceled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease.

 
(iv)
Tenant shall holdover in the Premises after the expiration of the Lease without
having entered into a new Lease.

 
(v)
Tenant shall attempt or there shall occur any assignment, subleasing or other transfer of Tenant’s interest in or with respect to this Lease except as otherwise permitted in this Lease.

 
(vi)
Tenant shall fail to discharge any lien placed upon the Premises in violation of this Lease within sixty (60) days after any such lien or encumbrance is filed against the Premises.
(vii)  
Tenant shall fail to comply with any provision of this Lease other than those specifically referred to in this Paragraph 23, and except as otherwise expressly provided herein, such default shall continue for more than thirty (30) days after Landlord shall have given Tenant written notice of such default.

 
(viii)
Tenant shall disturb other Tenants in the Project by making loud noise or allowing Tenant’s guest to violate the common area of the Project by defecating or urinating.

 
(viiii)
Tenant shall fail to control the noise generated from the space to such an extent that it interrupts the rights of adjoining tenants to the peaceful possession of their premises.
 
 
24.
Landlord’s Remedies. Upon each occurrence of an Event of Default and so long as such Event of Default shall be continuing, Landlord may at any time thereafter at its election: terminate this Lease or Tenant’s right of possession, (but Tenant shall remain liable as hereinafter provided) and/or pursue any other remedies at law or in equity. Upon the termination of this Lease or termination of Tenant’s right of possession, it shall be lawful for Landlord, without formal demand or notice of any kind, to re-enter the Premises by summary dispossession proceedings or any other action or proceeding authorized by law and to remove Tenant and all persons and property therefrom. If Landlord re-enters the Premises, Landlord shall have the right to keep in place and use, or sell all of Tenant’s furniture, fixtures and equipment at the Premises, subject to any existing superior or properly filed UCC statement lien.

If Landlord terminates this Lease, Landlord may recover from Tenant the sum of: all Base Rent and all other amounts accrued hereunder to the date of such termination; the cost of reletting the whole or any part of the Premises, including without limitation brokerage fees and/or leasing commissions incurred by Landlord, and costs of removing and storing Tenant’s or any other occupant’s property, repairing, , or otherwise putting the Premises into the same condition as originally received following completion of the tenant improvements , and all reasonable expenses incurred by Landlord in pursuing its remedies, including reasonable attorneys’ fees and court costs; and the excess of the then present value of the Base Rent and other amounts payable by Tenant under this Lease as would otherwise have been required to be paid by Tenant to Landlord during the period following the termination of this Lease measured from the date of such termination to the expiration date stated in this Lease, over the present value of any net amounts which Tenant establishes Landlord can reasonably expect to recover by reletting the Premises for such period, taking into consideration the availability of acceptable tenants and other market conditions affecting leasing. Such present values shall be calculated at a discount rate equal to the 90-day U.S. Treasury bill rate at the date of such termination.

If Landlord terminates Tenant’s right of possession (but not this Lease), Landlord may, but shall be under no obligation to, relet the Premises for the account of Tenant for such rent and upon such terms as shall be satisfactory to Landlord without thereby releasing Tenant from any liability hereunder and without demand or notice of any kind to Tenant. For the purpose of such reletting Landlord is authorized to make any repairs, in or to the Premises as Landlord deems reasonably necessary If the Premises are not relet, then Tenant shall pay to Landlord as damages a sum equal to the amount of the rental reserved in this Lease for such period or periods, plus the cost of recovering possession of the Premises (including attorneys’ fees and costs of suit), the unpaid Base Rent and other amounts accrued hereunder at the time of repossession, and the costs incurred in any attempt by Landlord to relet the Premises. If the Premises are relet and a sufficient sum shall not be realized from such reletting [after first deducting therefrom, for retention by Landlord, the unpaid Base Rent and other amounts accrued hereunder at the time of reletting, the cost of recovering possession (including attorneys’ fees and costs of suit), all of the costs and expense of repairs, the expense of such reletting (including without limitation brokerage fees and leasing commissions) and the cost of collection of the rent accruing therefrom] to satisfy the rent provided for in this Lease to be paid, then Tenant shall immediately satisfy and pay any such deficiency. Any such payments due Landlord shall be made upon demand therefor from time to time and Tenant agrees that Landlord may file suit to recover any sums falling due from time to time. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect in writing to terminate this Lease for such previous breach.

Exercise by Landlord of any one or more remedies hereunder granted or otherwise available shall not be deemed to be an acceptance of surrender of the Premises and/or a termination of this Lease by Landlord, whether by agreement or by operation of law, it being understood that such surrender and/or termination can be effected only by the written agreement of Landlord and Tenant. Any law, usage, or custom to the contrary notwithstanding, Landlord shall have the right at all times to enforce the provisions of this Lease in strict accordance with the terms hereof; and the failure of Landlord at any time to enforce its rights under this Lease strictly in accordance with same shall not be construed as having created a custom in any way or manner contrary to the specific terms, provisions, and covenants of this Lease or as having modified the same. Tenant and Landlord further agree that forbearance or waiver by Landlord to enforce its rights pursuant to this Lease or at law or in equity, shall not be a waiver of Landlord’s right to enforce one or more of its rights in connection with any subsequent default. A receipt by Landlord of rent or other payment with knowledge of the breach of any covenant hereof shall not be deemed a waiver of such breach, and no waiver by Landlord of any provision of this lease shall be deemed to have been made unless expressed in writing and signed by Landlord. To the greatest extent permitted by law, Tenant requires the service of notice of Landlord’s intention to re-enter as provided for in any statute, or to institute legal proceedings to that end, and also waives all right of redemption in case Tenant shall be dispossessed by a judgment or by warrant of any court or judge. The terms “enter,” “re-enter,” “entry” or “re-entry,” as used in this Lease, are not restricted to their technical legal meanings. Any reletting of the Premises shall be on such terms and conditions as Landlord in its sole discretion may determine including without limitation a term different than the remaining Lease Term, rental concessions, repair of the Premises, lease of less than the entire Premises to any tenant and leasing any or all other portions of the Project before reletting the Premises). Landlord shall not be liable, nor shall Tenant’s obligations hereunder be diminished because of Landlord’s failure to relet the Premises or collect rent due in respect of such reletting.

25. Tenant’s Remedies/Limitation of Liability. Landlord shall not be in default hereunder unless Landlord fails to perform any of its obligations hereunder within thirty (30) days after written notice from Tenant specifying such failure (unless such performance will, due to the nature of the obligation, require a period of time in excess of thirty (30) days, then after such period of time as is reasonably necessary). All obligations of Landlord hereunder shall be construed as covenants, not conditions, and, except as may be otherwise expressly provided in this Lease, Tenant may not terminate this Lease for breach of Landlord’s obligations hereunder. All obligations of Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter. The term “Landlord” in this Lease shall mean only the owner, for the time being of the Premises, and in the event of the transfer by such owner of its interest in the Premises, such owner shall thereupon be released and discharged from all obligations of Landlord thereafter accruing, but such obligations shall be binding during the Lease Term upon each new owner for the duration of such owner’s ownership. Any liability of Landlord under this Lease shall be limited solely to its interest in the Project, and in no event shall any personal liability be asserted against Landlord in connection with this Lease nor shall any recourse be had to any other property or assets of Landlord.
26.  Waiver of Jury Trial. TENANT AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN LANDLORD AND TENANT ARISING OUT OF THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO

27. Subordination. This lease and Tenant’s interest and rights hereunder are and shall be subject and subordinate at all times to the lien of any first mortgage, now existing or hereafter created on or against the Project or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of any further instrument or act on the part of Tenant. Tenant agrees, at the election of the holder of any such mortgage, to attorn to any such holder. Tenant agrees upon demand to execute, acknowledge and deliver such instruments, confirming such subordination and such instruments of attornment as shall be requested by any such holder. Tenant hereby appoints Landlord attorney in fact for Tenant irrevocably (such power of attorney being coupled with an interest) to execute, acknowledge and deliver any such instrument and instruments for and in the name of the Tenant and to cause any such instrument to be recorded. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution, delivery or recording and in that event such holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such mortgage and had been assigned to such holder. The term “mortgage” whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the “holder” of a mortgage shall be deemed to include the beneficiary under a deed of trust.

28. Mechanic’s Liens. Tenant has no express or implied authority to create or place any lien or encumbrance of any kind upon, or in any manner to bind the interest of Landlord or Tenant in, the Premises or to charge the rentals payable hereunder for any claim in favor of any person dealing with Tenant, including those who may furnish materials or perform labor for any construction or repairs. Tenant covenants and agrees that it will pay or cause to be paid all sums legally due and payable by it on account of any labor performed or materials furnished in connection with any work performed on the Premises and that it will save and hold Landlord harmless from all loss, cost or expense based on or arising out of asserted claims or liens against the leasehold estate or against the interest of Landlord in the Premises or under this Lease. Tenant shall give Landlord immediate written notice of the placing of any lien or encumbrance against the Premises and cause such lien or encumbrance to be discharged within sixty (60) days of the filing or recording thereof; provided, however, Tenant may contest such liens or encumbrances as long as such contest prevents foreclosure of the lien or encumbrance and Tenant causes such lien or encumbrance to be bonded or insured over in a manner satisfactory to Landlord within such sixty (60) day period.

29. Estoppel Certificate. Tenant agrees, from time to time, within ten (10) days after request of Landlord, to execute and deliver to Landlord, or Landlord’s designee, any estoppel certificate requested by Landlord, stating that this Lease is in full force and effect, the date to which rent has been paid, that Landlord is not in default hereunder (or specifying in detail the nature of Landlord’s default), the termination date of this Lease and such other matters pertaining to this Lease as may be requested by Landlord. Tenant’s obligation to furnish each estoppel certificate in a timely fashion is a material inducement for Landlord’s execution of this Lease. No cure or grace period provided in this Lease shall apply to Tenant’s obligations to timely deliver an estoppel certificate. Tenant hereby irrevocably appoints Landlord as its attorney in fact to execute on its behalf and in its name any such estoppel certificate if Tenant fails to execute and deliver the estoppel certificate within ten (10) days after Landlord’s written request thereof.

 
30.
Environmental Requirements. Except for Hazardous Material contained in products used by Tenant in it’s normal course of business or materials used in de minimis quantities for ordinary cleaning and office purposes, Tenant shall not permit or cause any party to bring any Hazardous Material upon the Premises or transport, store, use, generate, manufacture or release any Hazardous Material in or about the Premises without Landlord’s prior written consent. Tenant, at its sole cost and expense, shall operate its business in the Premises in strict compliance with all Environmental Requirements and shall remediate in a manner satisfactory to Landlord any Hazardous Materials released on or from the Project by Tenant, its agents, employees, contractors, subtenants or invitees. Tenant shall complete and certify to disclosure statements as requested by Landlord from time to time relating to Tenant’s transportation, storage, use, generation, manufacture or release of Hazardous Materials on the Premises. The term “Environmental Requirements” means all applicable present and future statutes, regulations, ordinances, rules, codes, judgments, orders or other similar enactments of any governmental authority or agency regulating or relating to health, safety, or environmental conditions on, under, or about the Premises or the environment, including without limitation, the following: the Comprehensive Environmental Response, Compensation and Liability Act; the Resource Conservation and Recovery Act; and all state and local counterparts thereto, and any regulations or policies promulgated or issued thereunder. The term ‘Hazardous Materials” means and includes any substance, material, waste, pollutant, or containment listed or defined as hazardous or toxic, under any Environmental Requirements, asbestos and petroleum, including crude oil or any fraction thereof; natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas). As defined in Environmental requirements, Tenant is and shall be deemed to be the “operator” of Tenant’s “facility” and the “owner” of all Hazardous Materials brought on the Premises by Tenant, its agents, employees, contractors or invitees, and the wastes, by-products, or residues generated, resulting, or produced therefrom.

Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all losses (including, without limitation, diminution in value of the Premises or the Project and loss of rental income from the Project), claims, demands, actions, suits, damages (including, without limitation, punitive damages), expenses (including, without limitation, remediation, removal, repair, corrective action, or cleanup expenses), and costs (including, without limitation, actual attorneys’ fees, consultant fees or expert fees and including, without limitation, removal or management of any asbestos brought into the property or disturbed in breach of the requirements of this Paragraph 30, regardless of whether such removal or management is required by law) which are brought or recoverable against, or suffered or incurred by Landlord as a result of any release of Hazardous Materials for which Tenant is obligated to remediate as provided above or any other breach of the requirements under this Paragraph 30 by Tenant, its agents, employees, contractors, subtenants, assignees or invitees, regardless of whether Tenant had knowledge of such noncompliance. The obligations of Tenant under this Paragraph 30 shall survive any
termination of this Lease.

Landlord, during normal business hours shall have access to, and a right to perform inspections and tests of; the Premises to determine Tenant’s compliance with Environmental Requirements, its obligations under this Paragraph 30, or the environmental condition of the Premises. Access shall be granted to Landlord upon Landlord’s prior notice to Tenant and at such times so as to minimize, so far as may be reasonable under the circumstances, any disturbance to Tenant’s operations. Such inspections and tests shall be conducted at Landlord’s expense, unless such inspections or tests reveal that Tenant has not complied with any Environmental Requirement, in which case Tenant shall reimburse Landlord for the reasonable cost of such inspection and tests. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights that Landlord holds against Tenant.

 
31.
Rules and Regulations. Tenant shall, at all times during the Lease Term and any extension thereof; comply with all reasonable rules and regulations at any time or from time to time established by Landlord covering use of the Premises and the Project. The current rules and regulations are attached hereto. in the event of any conflict between said rules and regulations and other provisions of this Lease, the other terms and provisions of this Lease shall control. Landlord shall not have any liability or obligation for the breach of any rules or regulations by other tenants in the Project, except to enforce the provisions of the other Tenants lease.

 
32.
Security Service. Tenant acknowledges and agrees that, while Landlord may patrol the Project, Landlord is not providing any security services with respect to the Premises and that Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the Premises or any other breach of security with respect to the Premises. Tenant may, at its sole cost and expense, install a security alarm system in the Premises.

 
33.
Force Majeure. Landlord shall not be held responsible for delays in the performance of Its obligations hereunder when caused by strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefor, governmental restrictions, governmental regulations, governmental controls, delay in issuance of permits, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of Landlord (“Force Majeure”).

 
34.
Entire Agreement. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof. No representations, inducements, promises or agreements, oral or written, have been made by Landlord or Tenant, or anyone acting on behalf of Landlord or Tenant, which are not contained herein, and any prior agreements, promises, negotiations, or representations are superseded by this Lease. This Lease may not be amended except by an instrument in writing signed by both parties hereto.

 
35.
Severability. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws, then and in that event, it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby. It is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there be added, as a part of this Lease, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable.

 
36.
Brokers. Tenant represents and warrants that it has dealt with no broker, agent or other person in connection with this transaction and that no broker, agent or other person brought about this transaction, other than the broker, if any, set forth on the first page of this Lease, and Tenant agrees to indemnify and hold Landlord harmless from and against any claims by any other broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with Tenant with regard to this leasing transaction.

 
37.
Miscellaneous. (a) Any payments or charges due from Tenant to Landlord hereunder shall be considered “rent” for all purposes of this Lease.
 
(b)
If and when included within the term “Tenant,” as used in this instrument, there is more than one person, firm or corporation, each shall be jointly and severally liable for the obligations of Tenant.

 
(c)
All notices required or permitted to be given under this Lease shall be in writing and shall be sent by registered or certified mail, return receipt requested, or by a reputable national overnight courier service, postage prepaid, or by hand delivery addressed to the parties at the addresses below. Either party may by notice given aforesaid change its address for all subsequent notices. Except where otherwise expressly provided to the contrary, notice shall be deemed given upon delivery.
Tenant:  ULURU, Inc.
Landlord: Addison Park Place. do
   4452 Beltway Drive
Harkinson Investment Co.
Addison, TX 75001
4455 LBJ Freeway, Suite 812
 
Tel (972) 934-8414

 
(d)
Except as otherwise expressly provided in this Lease or as otherwise required by law, Landlord retains the right to withhold any consent or approval which shall not be unreasonably withheld..

 
(e)
At Landlord’s request from time to time Tenant shall furnish Landlord with true and complete copies of its most recent annual and quarterly financial statements prepared by Tenant r Tenant’s accountants and any other financial information or summaries that Tenant typically provides to its lenders or shareholders.

 
(f)
Neither this Lease nor a memorandum of lease shall be filed by or on behalf of Tenant in any public record unless required by law. Landlord may prepare and file and upon request by Landlord, Tenant will execute a memorandum of lease.

 
(g)
The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Lease or any exhibits or amendments hereto.

 
(h)
The submission by Landlord to Tenant of this Lease shall have no binding force or
effect, shall not constitute an option for the leasing of the Premises, nor confer any right or impose any obligations upon either party until execution of this Lease by both parties.

 
(i)
Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. The captions inserted in this Lease are for convenience only and in no way define, limit or otherwise describe the scope or intent of this Lease, or any provision hereof, or in any way affect the interpretation of this Lease.

 
(j)
Any amount not paid by Tenant within ten (10) days after its due date in accordance with the terms of this Lease shall bear interest from such due date until paid in full at the lesser of the highest rate permitted by applicable law or fifteen percent (15%) per year. It is expressly the intent of Landlord and Tenant at all times to comply with applicable law governing the maximum rate or amount of any interest payable on or in connection with this Lease. If applicable law is ever judicially interpreted so as to render usurious any interest called for under this Lease, or contracted for, charged, taken, reserved, or received with respect to this lease, then it is Landlord’s and Tenant’s express intent that all excess amounts theretofore collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be paid in full, refunded to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder.

 
(k)
Construction and interpretation of this Lease shall be governed by the laws of the State Texas, excluding any principles of conflicts of laws.

 
(l)
Time is of the essence as to the performance of Tenant’s obligations under this Lease.

 
(m)
All exhibits and addenda attached hereto are hereby incorporated into this Lease and made a part hereof. In the event of any conflict between such exhibits or addenda and the terms of his Lease, such exhibits or addenda shall control.

 
38.
Landlord’s Lien/Security Interest. Tenant hereby grants Landlord a security interest, and this Lease constitutes a security agreement, within the meaning of the pursuant to the Uniform Commercial Code of the state in which the Premises are situated as to all of Tenant’s property situated in or upon, or used in connection with the Premises are situated as to all of Tenant’s property situated in, or upon, or used in connection with the Premises (except merchandise sold in the ordinary course of business) as security for all of Tenant’s obligations hereunder, including, without limitations the obligation to pay rent. Such personalty thus encumbered includes specifically all trade and other fixtures for the purpose of this Paragraph and inventory, equipment, contract rights, accounts receivable and the proceeds thereof In order to perfect such security interest, Tenant shall execute such financing statements and file the same at Tenant’s expense at the state and county Uniform Commercial Code filing offices as often as Landlord in its discretion shall require; and Tenant hereby irrevocably appoints, Landlord its agent for the purpose of executing and filing such statements on Tenant’s behalf as Landlord shall deem necessary.

39.  
Limitation of Liability of Trustees, Shareholders, and Officers of Addison Park, LTD. And Harkinson Investment Corporation. Any obligation or liability whatsoever of Landlord and Harkinson Investment Corporation, a Texas corporation, as its sole general partner, which may arise at any time under this Lease or any obligation or liability which may be incurred by it pursuant to any other instrument, transaction, or undertaking contemplated hereby shall not be personally binding upon, nor shall resort for the enforcement thereof be had to the property of, its trustees, directors, shareholders, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort, or otherwise.

40.  
Tenant Improvements. Tenant accepts the premises in their “as is” condition other than Landlord shall modify the space per the attached exhibit. The construction cost is estimated at $188,755.00, which is attached hereto and made a part of this lease. Tenant shall contribute $50,000.00 to the construction cost and Landlord shall contribute the balance. If Tenant changes the scope of the work, then Tenant shall be responsible for the additional costs. Landlord shall janitorially clean the space and replace any damaged or missing ceiling tiles. Landlord shall service the HVAC equipment and put in good

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year




TENANT:
LANDLORD:
 
 
ULURU Inc.
Addison Park, Ltd. /
 
 
 
The Gibby Family Living Trust
 
 
   
   
By: /s/ Kerry P. Gray
By: /s/ William J. Harkinson
 
 
   
Title: President and CEO
Title:  President / Harkinson Investment
  
Corporation / General Partner
 
 
Address: 4452 Beltway Drive
Address: 4455 LBJ, Suite 812
Addison, TX 75001
Dallas, TX 75244


Rules and Regulations

1.  
The sidewalk, entries, and driveways of the Project shall not be obstructed by Tenant, or its agents, or used by them for any purpose other than ingress and egress to and from the Premises.

2.  
Tenant shall not place any objects, including antennas, outdoor furniture, etc., in the parking areas, landscaped areas or other areas outside of its Premises, or on the roof of the Project. Landlord agrees to allow Tenant to place a satellite dish on the roof of the Premises provided such dish is not visible from the public street and provided Tenant, at Tenant’s expense uses Landlord’s approved roofing contractor for such installation so as to not void Landlord’s existing roof warranty.

3.  
Except for seeing-eye dogs, no animals shall he allowed in the offices, halls, or corridors in the Project.

4.  
Tenant shall not disturb the occupants of the Project or adjoining buildings by the use of any radio or musical instrument or by the making of loud or improper noises.

5.  
If Tenant desires telegraphic, telephonic or other electric connections in the Premises, Landlord or its agent will direct the electrician as to where and how the wires may be introduced: and, without such direction, no boring or cutting of wires will be permitted. Any such installation or connection shall be made at Tenant’s expense.

6.  
Tenant shall not install or operate any steam or gas engine or boiler, or other mechanical apparatus in the Premises, except as specifically approved in the Lease. The use of oil, gas or inflammable liquids for heating, lighting or any other purpose is expressly prohibited. Explosives or other articles deemed extra hazardous shall not be brought into the Project. Landlord grants Tenant the right to place a gas powered generator behind the Premises, which shall be installed at Tenant’s expense at a location acceptable to Landlord and shall be screened from view with a wood privacy fence.

7.  
Parking any type of recreational vehicles is specifically prohibited on or about the Project. Except for the overnight parking of operative vehicles, no vehicle of any type shall be stored in the parking areas at any time. In the event that a vehicle is disabled, it shall be removed within 48 hours. There shall be no “For Sale” or other advertising signs on or about any parked vehicle. All vehicles shall be parked in the designated parking areas in conformity with all signs and other markings. All parking will be open parking, and no reserved parking, numbering or lettering of individual spaces will be permitted except as specified by Landlord.

8.  
Tenant shall maintain the Premises free from rodents, insects and other pests.

9.  
Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of the Rules and Regulations of the Project.

10.  
Tenant shall not cause any unnecessary labor by reason of Tenant’s carelessness or indifference in the preservation of good order and cleanliness. Landlord shall not be responsible to Tenant for any loss of property on the Premises, however occurring, or for any damage done to the effects of Tenant by the janitors or any other employee or person. except due to the gross negligence of Landlord.

11.  
Tenant shall give Landlord prompt notice of any defects in the water, lawn sprinkler, sewage, gas pipes, electrical lights and fixtures, hearing apparatus, or any other service equipment affecting the Premises.

12.  
Tenant shall not permit storage outside the Premises, including without limitation, outside storage of trucks and other vehicles, or dumping of waste or refuse or permit any harmful materials to be placed in any drainage system or sanitary system in or about the Premises.

13.  
All moveable trash receptacles provided by the trash disposal firm for the Premises must be kept in the trash enclosure areas, if any, provided for that purpose.

14.  
No auction, public or private, will be permitted on the Premises or the Project.

15.  
No awnings shall be placed over the windows in the Premises except with the prior written consent of Landlord.

16.  
The Premises shall not be used for lodging, sleeping or cooking or for any immoral or illegal purposes or for any purpose other than that specified in the Lease. No gaming devices shall be operated in the Premises.

17.  
Tenant shall ascertain from Landlord the maximum amount of electrical current which can safely be used in the Premises, taking into account the capacity of the electrical wiring in the Project and the Premises and the needs of other tenants, and shall not use more than such safe capacity. Landlord’s consent to the installation of electric equipment shall not relieve Tenant from the obligation not to use more electricity than such safe capacity.

18.  
Tenant assumes full responsibility for protecting the Premises from theft, robbery and pilferage.

19.  
Tenant shall not install or operate on the Premises any machinery or mechanical devices of a nature not directly related to Tenant’s ordinary use of the Premises and shall keep all such machinery free of vibration, noise and air waves which may be transmitted beyond the Premises.



15-Dec-05

OAKMONT CONSTRUCTION, INC.
4460 BELTWAY
 
ATTN: MR. MARK THARP
SCOPE OF WORK PER DRAWING
       
         
DEMOLITION
       
WALLS
LF
269
$ 9.00
$ 2,421.00
REPAIR WALLS WHERE DEMO WALL INTERSECTED, TAPE, BED
EACH
8
$ 55.00
$ 440.00
DUMPSTER EXPENSE
EACH
5
$ 300.00
$ 1,500.00
         
NEW WALL CONSTRUCTION
       
NEW INTERIOR PARTITIONS X 9’HT
LF
405
$23.00
$9,315.00
NEW DECK WALLS
LF
48
$ 58.00
$ 2,784.00
NEW LOW WALLS
LF
115
$ 27.00
$ 3,105.00
PATCH HOLES IN PARTITIONS
     
$ 242.00
MULLION WALL CAPS
EACH
6
$ 75.00
$ 450.00
CUT OPENINGS
LF
1
$ 75.00
$ 75.00
 
       
WALL FINISHES
       
TAPE, BED AND SAND NEW WALLS
SF
9,270
$ 0.39
$ 3,615.30
 
       
FRAMES AND DOORS
       
NEW 7’ SOLID CORE PREFINISHED BIRCH DOORS
EACH
10
$ 400.00
$ 4,000.00
REMOVE AND RELOCATE EXISTING DOORS
EACH
7
$ 145.00
$ 1,015.00
NEW ADA DOOR LEVERS
ECAH
7
$ 45.00
$ 315.00
PAINTING DOORS AND FRAMES
EACH
7
$ 85.00
$ 595.00
CEILINGS
       
ACOUSTICAL CEILINGS
SF
3,626F
$ 2.00
$ 7,252.00
REPAIR CEILINGS DUE TO HVAC ELECTRICAL WORK
SF
1,216
$ 1.50
$ 1,824.00
         
RESTROOM ACCESSORIES
       
TOTAL ACCESSORIES
     
$ 1,300.00
TOILET PARTITIONS
LF
44
$ 65.00
$ 2,860.00
         
CABINETS
       
RESTROOM VANITY CABINETS W I ADA PANELS
EACH
2
$ 425.00
$ 850.00
         
GLAZING
       
WINDOW IN WALL
EACH
2
$ 587.00
$ 1,174.00
WINDOWS NEXT TO DOORS
EACH 4
4
$ 387.00
$ 1,548.00
 
       
ELECTRICAL SYSTEMS
     
$ 37,226.00
 
       
PLUMBING SYSTEMS
     
$ 21,050.00
SAW CUTTING AND REMOVAL OF CONCRETE FOR DRAIN CONNECTION
LF
61
$ 10.00
$ 610.00
POUR CONCRETE LEAVE OUT FOR PLUMBING
LF
61
$ 15.00
$ 915.00
 
       
GAS LINES
     
$ 345.00
GAS TEST / DOES NOT INCLUDE REPAIRING ANY LINES
       
NO GAS NOTED TO EQUIPMENT NEEDS
       
 
       
HVAC SYSTEMS
     
$ 12,600.00
FOR PROPER ZONING REQUIRED ADD 3-TON UNIT
     
$ 4,150.00
 
       
GENERAL REQUIREMENTS
       
CLEAN UP AND HAUL TRASH AT NEW CONSTRUCTION
     
$ 435.00
FIRE EXTINGUISHERS PER FIRE DEPT REGULATIONS
     
$ 225.00
         
CITY PERMIT AND INSPECTION FEES
     
$ 956.00
SCALED DRAWINGS, COPIES OF DRAWINGS FOR CITY PERMIT APPLICATION
     
$ 550.00
         
OAKMONT FEE
8%
   
$ 10,059.38
 
       
STATE SALES TAX
7.75%
   
$ 10,524.63
 
       
TOTAL ESTIMATE BEFORE PAINT AND FLOORING
     
$ 146,326.31
PAINT
     
$ 8,000.00
FLOORING
     
$ 10,900.00
TOTAL ESTIMATE
     
$ 165,226.31
         
OWNER EXPENSE
       
REPAIR HVAC SYSTEMS IF REQUIRED
       
ROOFING REPAIRS
       
REPAIR EXISTING PLUMBING IF REQUIRED
       
TASS INSPECTIONS
       
FINAL CLEAN
       
         
TENANT EXPENSES
       
CERTIFICATE OF OCCUPANCY
       
SECURITY SYSTEMS
       
DATA AND PHONE SYSTEMS
       
FIRE ALARM SYSTEM
       
         
BRUCE EDWARDS 214-546-7605
       




OAKMONT CONSTRUCTION, INC.
4460 BELTWAY
         
 
         
ATTN: MR. MARK THARP
         
 
         
SCOPE OF WORK PER DRAWING
         
 
         
 
         
ELECTRICAL REQUIREMENTS
         
 
         
INSTALL LIGHT SWITCHES
EACH
38
$68.00
$
2,564.00
 
 
     
 
DUPLEX OUTLETS
EACH
66
$66.00
$
5,984.00
DEDICATED OUTLETS
EACH
23
$145.00
$
3,335.00
220V RECEPTACLES
EACH
6
$220.00
$
1,760.00
 
 
 
     
HOOK UP BATH EXHAUST FANS
EACH
4
$102.00
$
408.00
 
 
 
     
UPGRADE 125A ELECTRICAL SERVICES TO 200 AMP
EACH
2
$4,700.00
$
9400.00
RECONNECT POWER ( NEW DISCONNECTS)
     
$
660.00
LABOR FOR EQUIPMENT HOOK UP
     
$
4950.00
 
         
EXIT LIGHTS
EACH
6
$145.00
$
870.00
EMERGENCY LIGHTING
EACH
8
$125.00
$
1000.00
 
 
       
T-8 2’ X 4 PRISMATIC LIGHT FIXTURES
EACH
44
$110.00
$
4,840.00
8’ STRIP WAREHOUSE LIGHTS
EACH
6
$135.00
$
810.00
 
         
POWER FOR 3 TON UNIT
     
$
625.00
 
         
TOTAL ESTIMATE
 
 
 
$
37,226.00





John St. John
   
December 9, 2005
Major Equipment Electrical Needs
 
     
1. Zeta Potential System-Malvern
 
5A
120V
2. HPLC System Waters
 
5A
120V
3. Waters Computer
2x
5A
120V
4. HPLC system HP
2x
5A
120V
5. HP Computer
2x
5A
120V
6. Lyophilizer 600 SL
2x
5A
120V
7. Lyophilizer research
 
12A
220V
8. MicroscopeNikon
2x
5A
120V
9. Spray Dryer
 
12A
220V
10. UV Visible Cary
3x
5A
120V
11. Centrifuge GS-15R
 
12A
220V
12. Centrifuge z360K 1
 
16A
120V
13. Centrifuge z360K 2
 
16A
120V
14. Laminar Flow Hood I
 
19A
120V
15. Laminar Flow Hood 2
 
19A
120V
16. Fume Hoods
4x
Blower systems
17. Fume Hoods
4x
19A
120V
18. Humidity oven
 
1A
120V
19. Humidity ovens-stability
2x
15A
120V
20. Water purifier
 
10A
120V
21. GCMS System
 
5A
120V
22. GCMS Computer
 
5A
120V
23. Forced Air oven
2X
15A
120V
24. Dishwasher
3X
20A
220V
25. -80 C freezer
 
10A
220V
26. Environmental Chamber
 
23A
120V

Then regularly spaced wall outlets and small appliance outlets on lab benches. For
stirring apparatus, pH meters, pumps and other small appliances.




5-OCT-05
 OAKMONT CONSTRUCTION INC.
4452 BELTWAY DRIVE
 
ATTN: MR. BILL WALKER / MARK TKARP
         
SCOPE OF WORK
       
         
DEMOLITION
       
WALLS
LF
56
$ 9.00
$504.00
REPAIR WALLS WHERE DEMO WALL INTERSECTED, TAPE BED
EACH
5
$ 55.00
$ 275.00
REPAIR CEILINGS At DEMO WALLS CEILINGS
SF
672
$1.00
$672.00
DUMPSTER EXPENSE
EACH
1
$ 300.00
$ 300.00
 
       
NEW WALLCONSTRUCTION
       
NEW INTERIOR PARTITIONS X 9 HT
LF
225
$ 21.00
$ 4,725.00
PARTITION WINDOW MULLION CAPS
EACH
2
$ 75.00
$ 150.00
PATCH HOLES IN PARTITIONS
     
$ 65.00
CLOSE DOOR OPENINGS IN PARTITIONS, TAPEBED
EACH
3
$ 145.00
$ 435.00
CUT DOOR OPENINGS IN PARTITIONS
EACH
2
$ 75.00
$ 150.00
         
WALL FINISHES
       
TAPE, BED AND SAND NEW PARTITIONS
SF
4,050
$ 0.39
$ 1,579.50
         
FRAMES AND DOORS
       
NEW DOORS
EACH
8
$ 310.00
$ 2,480.00
REMOVE AND RELOCATE EXISTING DOORS
EACH
4
$ 145.00
$ 580.00
PAINTING DOORS AND FRAMES
EACH
8
$ 85.00
$ 680.00
         
CEILINGS
       
REPAIR CEILINGS DUE TO HVAC .ELECTRICAL WORK
SF
700
$ 1.00
$ 700.00
         
ELECTRICAL SYSTEMS
     
$ 4,782.00
         
HVAC SYSTEMS
     
$ 950.00
RELOCATE SUPPLY GRILLS
       
RELOCATE RETURN AIR GRILLS
       
RELOCATE THERMOSTATS
       
         
GENERAL REQUIREMENTS
       
CLEAN UP AND HAUL TRASH AT NEW CONSTRUCTION
     
$ 325.00
         
CITY PERMIT REQUIRED
     
$ 867.00
         
OAKMONT FEE
8%
   
$ 1,617.56
         
STATE SALES TAX
7.75%
   
$ 1,692.37
 
       
TOTAL ESTIMATE
     
$ 23,529.43
 
       
OPTION:
       
INSTALL GLASS SJDELITES NEXT TO DOORS (2’ WIDE X DOOR HT”.)
EACH
1
$ 375.00
$ 375.00
         
OWNER EXPENSES
       
FINAL CLEAN
       
REPLACE DAMAGED CEILING BOARD
       
REPAIR HVAC SYSTEMS IF REQUIRED
       
WINDOW BLINDS IF REQUIRED
       
REPLACE FIXTURE LAMPS AND BALLAST
       
TENANT EXPENSES
       
CERTIFICATE OF OCCUPANCY
       
PLUMBING APPLIANCES
       
SECURITY SYSTEMS
       
DATA AND PHONE SYSTEMS
       
FIRE EXTINGUISHERS PER FIRE DEPT REGULATIONS
       
Bruce Edwards 214-546-7605




OAKMONT CONSTRUCTION, INC.
4452 BELTWAY DRIVE
 
ATTN: MR. BILL WALKER / MARK THARP
         
ELECTRICAL REQUIREMENTS
       
         
DEMO ELECTRICAL
     
$ 324.00
         
INSTALL LIGHT SWITCHES
EACH
26
$ 68.00
$ 1,768.00
         
DUPLEX OUTLETS
EACH
20
$ 68.00
$ 1,360.00
         
EXIT LIGHTS
EACH
2
$ 145.00
$ 290.00
DEDICATED OUTLETS
EACH
2
$ 145.00
$ 290.00
         
RELOCATE EXISTING LIGHT FIXTURES
EACH
10
$ 75.00
$ 750.00
         
TOTAL ESTIMATE
     
$ 4,782.00