Exhibit 10.1
LEASE MODIFICATION AGREEMENT
This
Lease Modification Agreement (this “ Agreement
”) is made and entered into as of this 22nd day of June,
2009, by and among WILBUR ST. CORP. (“ Landlord
”), and ADVANCE BIOFACTURES CORP, and BIOSPECIFICS
TECHNOLOGIES CORP. (collectively “ Tenant ”, and
together with the Landlord, the “ Parties ” and
each individually, a “ Party ”).
RECITALS
WHEREAS, the Tenant and the Landlord entered into that certain
Commercial Lease Agreement dated January 30, 1998 (the “
Commercial Lease Agreement ”);
WHEREAS, the Tenant and the Landlord entered
into that certain Extension and Modification Agreement dated July
1, 2005 (the “ Extension and Modification Agreement
”, and together with the Commercial Lease Agreement, the
“ Lease Agreement ”); and
WHEREAS, each of the Tenant and the Landlord
desire to modify certain provisions of the Lease Agreement as more
fully described herein, and have therefore agreed to enter into and
perform this Agreement.
NOW
THEREFORE, for and in consideration of the mutual covenants
contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each of
the Tenant and the Landlord, intending to be legally bound, agree
as follows:
AGREEMENT
SECTION 1. DEFINITIONS
.
(a)
All capitalized terms used, but not
otherwise defined, herein, shall have the meaning ascribed to such
terms in the Commercial Lease Agreement.
(b)
“Effective Date”
means the last date on which the Parties have executed this
Agreement as reflected on the signature page hereof.
SECTION 2. MODIFICATIONS TO
LEASE AGREEMENT .
(a)
Article IV -Determination of Rent
– is hereby modified as follows:
(1)
Yearly Rent. Commencing as of February 1, 2009
and through and until June 30, 2010 (the “ Term
”), the yearly rent shall be One Hundred Thirty Five Thousand
Dollars ($135,000.00), payable $11,250.00. per month in lieu of One
Hundred Fifty Thousand Dollars ($150,000.00), payable $12,500.00.
per month .
(2)
Withheld Rental Payments. On the Effective Date,
the Tenant shall make a single lump sum payment to the Landlord in
an amount equal to $48,225.45 (the “ Withheld Amount
”), which represents the difference between the amount
actually paid by the Tenant to the Landlord from February 1, 2009
up to and including the Effective Date and the amount that should
have been paid by Tenant to Landlord in accordance with the terms
of this Agreement. The Landlord hereby acknowledges receipt of the
Withheld Amount.
(b)
Article V, Section 2. – is
hereby modified as follows:
(1)
From and after the Effective Date, for the
balance of the term of the Lease, Tenant shall pay ninety percent
(90%) of the real estate taxes and assessments applicable to the
Leased Premises in lieu of one hundred percent (100%) of the real
estate taxes and assessments applicable to the leased
Premises.
(c)
Article XVIII, Section 6 - Notices shall be
deleted in its entirety and replaced with the following: All
notices, consents, waivers and other communications required or
permitted by the Lease Agreement will be in writing and will be
deemed given to a Party when (1) delivered to the appropriate
address by hand or nationally recognized overnight courier services
(costs prepaid), (2) sent by facsimile or e-mail with confirmation
of transmission by the transmitting equipment and, in the case of
e-mail, a copy sent by one of the other approved methods, or (3)
received or rejected by the addressee, if sent by certified mail,
return receipt requested, in each t
