Commercial Lease Agreement

EXHIBIT 10.19

Commercial Lease Agreement

This Commercial Lease Agreement (“Lease”) is made and effective FEBRUARY     , 2009 by and between SPEAR REALTY, LLC , a Pennsylvania Limited Liability Company with a principal office located at 520 Springfield Street, Coopersburg, PA, 18036 (“Landlord”) and BIOPURE CORPORATION, a Delaware corporation with a principal place of business located at 11 Hurley Street, Cambridge, MA, 02141 (“Tenant”).

Landlord is the owner of land and improvements commonly known as 674 SOUDER ROAD, SOUDERTON, PA, described as follows: Free standing plant facility with a building of approximately 18,000 square feet with onsite parking located on approximately 5.09 acres, and an adjoining vacant parcel of land consisting of approximately 2.62 acres, both located in Franconia Township, Montgomery County, to be used by Tenant as a manufacturing facility for biological research and medical products. Landlord is also the owner of all tangible personal property, fixtures and equipment, exclusive of personal computer systems and files, currently located on and within the Property as more fully described in the attached Exhibit “A”. Landlord desires to lease the Property together with all tangible personal property, fixtures and equipment as described in Exhibit “A” to Tenant (hereinafter collectively “Property”), and Tenant desires to lease the Property from Landlord for the term, at the rental and upon the covenants, conditions and provisions herein set forth.

It is the intent of the parties that this Commercial Lease Agreement shall be construed as a triple net lease for purposes of determining their respective duties and obligations.

THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, each of the parties intending to be legally bound hereby, agrees as follows:

1. Term.

A. Landlord hereby leases the Property to Tenant, and Tenant hereby leases the same from Landlord, for an initial term beginning MARCH 1, 2009 and ending FEBRUARY 28,

2012. Landlord shall use its best efforts to give Tenant possession as close as possible to the beginning of the initial term. If Landlord is unable to timely provide possession of the leased Property, rent shall abate for the period of delay. Tenant shall make no other claim against Landlord for any such delay.

B. Tenant may renew the Lease for five extended terms of FIVE (5) YEARS each. Tenant shall exercise each such renewal option, if at all, by giving written notice to Landlord not less than ninety (90) days prior to the expiration of the then current term. The renewal terms shall be at the rentals set forth below at paragraph 2 C. and otherwise upon the same covenants, conditions and provisions as provided in this Lease.

C. It is mutually agreed that either party may terminate this lease at the end of the then current term by giving the party written notice thereof at least ninety (90) days prior thereto. In default of such notice, this lease shall continue upon the same terms and conditions and so on for year to year, until terminated by either party by giving the other party ninety (90) days written notice of the termination previous to the expiration of the then current term. However, should this lease be continued for a further period under the terms as stated above, any allowances given Tenant and the rent during the original or renewal term shall not extend beyond such term and further provided that if Landlord shall have given such written notice prior to the expiration of any term hereby created, of Landlord’s intention to change the terms and conditions of this lease, and Tenant shall not within ten (10) days from such notice notify Landlord of Tenant’s intention to vacate the Property on or before the end of the then current term, Tenant shall be considered as a Tenant under the terms and conditions mentioned in such notice for a further term as above provided, or for such farther term as may be stated in such notice. In the event that Tenant shall give notice as stipulated herein of intention to vacate the Property and shall fail or refuse to so vacate on the date designated by such notice, then it is expressly agreed that Landlord shall have the option either, (a) to disregard the notice so given by Tenant as having no effect, in which case all terms and conditions of this lease shall continue with full force and effect precisely as if such notice had not be given or (b) landlord may at any time within thirty (30) days after the present term or any renewal or extension thereof as foresaid, give Tenant ten (10) days written notice of its intention to terminate this lease; whereupon Tenant expressively agrees to vacate the Property at the expiration of the said period of ten (10) days specified in such notice. All powers granted to

Landlord by this lease may be exercised and all obligations imposed upon Tenant by this lease shall be performed by Tenant during any extension of the original term or any renewal term as if during the original term itself.

2. Rental.

A. Tenant shall pay to Landlord during the initial term annual rental of Four Dollars ($4.00) per square foot of building space, payable in monthly installments of Six Thousand and One Dollars and 33 Cents ($6,001.33). Each installment payment shall be due in advance on the first day of each calendar month during the lease term to Landlord at 520 SPRINGFIELD STREET, P.O. BOX 334, COOPERSBURG, PA, 18036 _, or at such other place designated by written notice from Landlord to Tenant. The rental payment amount for any partial calendar months included in the lease term shall be prorated on a daily basis. No security deposit shall be required during the initial term of this Lease. Thereafter, Tenant shall pay to Landlord a security deposit in an amount equivalent to two (2) months rent prior to the commencement of any of the renewal terms of this Lease (see paragraph 21).

B. The rent during the initial term of this Lease shall be subsidized by a credit from Landlord to Tenant in the amount of Two Hundred Twenty Nine Thousand Five Hundred Dollars ($229,500.00) representing consideration due to Tenant for the sale of equipment, fixtures, and personal property located on and within the leased Property as set forth in the attached Exhibit “A.” Landlord and Tenant agree that Landlord is providing this credit to compensate Tenant for the sale and transfer to Landlord of all equipment, fixtures and tangible personal property set forth in the attached Exhibit “A.” This credit shall not be available during any renewal term of this Lease and the rent during any such term as set forth below shall not reflect such credit.

C. The rental for each of the consecutive renewal terms of this Lease per square foot per annum shall be as follows:

3. Option To Buy flack Personal Property, Fixtures And Equipment.

Tenant shall have the option to purchase all tangible personal property, fixtures and equipment listed in the attached Exhibit “A” within ninety days of the commencement of the first renewal term of this lease and within ninety (90) days of the commencement of each subsequent renewal term, for a price of Two Hundred Twenty Nine Thousand Five Hundred Dollars ($229,500.00). Tenant shall provide Seller of written notice of the intent to exercise this option any time within the designated ninety (90) day exercise period, by complying with the notice provisions hereinafter set forth.

4. Right of First Refusal.

If at any time during the initial term of this Lease or any renewal term hereof, should Landlord desire to sell the Property to a third party, it shall first offer the Property to Tenant for purchase, upon the same terms and conditions and at the same price, as the bona fide offer from the third party purchaser. If the offer to sell the Property is not accepted in writing by Tenant within ten (10) days of receipt Landlord’s notice of the offer, Landlord may sell the Property upon the terms and conditions and for the price agreed to with the third party purchaser. However, in no event, may Landlord sell the Property to such third party purchaser upon terms and conditions more favorable than those offered to Tenant pursuant to this right of first refusal. All notices provided hereunder shall comply with the provisions of paragraph 22 below.

5. Use.

Tenant shall continue the permitted use (plant and manufacturing facility for biological research and medical products or components) during the original term and any extension or renewal thereof and shall not be permitted to use the Property for any other purpose without the express written permission of Landlord. In no event shall Tenant use the Leased Property for the purposes of storing, manufacturing or selling any explosives, flammables or other inherently dangerous substance, chemical, thing or device other than chemicals properly stored and used for the permitted use. See paragraph 24 “Environmental” below.

6. Assignment.

Tenant may sublet or assign all or any portion of this lease at anytime to any corporate affiliate or other entity controlled by Tenant without the permission of Landlord, so long as Tenant remains primarily liable to Landlord hereunder. Tenant may assign or sublet this lease to any other party with or without a complete assumption of Tenant’s obligations, only with the prior written consent of Landlord.

7. Maintenance and Repairs.

During the Lease term, Tenant shall make, at Tenant’s expense, all necessary repairs to the Leased Property. Repairs shall include such items as routine repairs of floors, walls, ceilings, and other parts of the Leased Property damaged or worn through normal occupancy, including fixtures, equipment, major mechanical systems, and the exterior and interior walls, subject to the obligations of the parties otherwise set forth in this Lease.

A. Tenant shall also be responsible for all maintenance on or within the Property and shall keep the same free from all dirt, refuse and other matter, replace all glass, windows, doors, etc. which are broken or worn, keep all waste and drain pipes open, repair all damage to plumbing, HVAC, electrical, refrigeration and all other mechanical systems on or within the Property and keep the same in good order and repair as they are now, normal wear and tear and damage by accidental fire or other casualty not occurring through the negligence of the Tenant or those employed by or acting for the Tenant alone excepted. Tenant agrees at the end of the lease term to surrender the Property in the same condition in which it was provided to Tenant by Landlord, normal wear and tear excepted.

B. Tenant shall not be responsible for maintenance or repair to the roof and structural components of the walls. Tenant shall be responsible for all maintenance, repairs or replacements of utility service hookups from the street to the buildings and shall also be responsible for connections for the same to the buildings.

8. Alterations and Improvements.

Tenant, at Tenant’s expense, shall have the right following Landlord’s written consent to remodel, redecorate, and make additions, improvements and replacements of and to all or any part of the leased Property from time to time as Tenant may deem desirable, provided the same are made in a workmanlike manner and utilizing good quality materials. Tenant shall have the right to place and install personal property, trade fixtures, equipment and other temporary installations in and upon the leased Property, and fasten the same to the Property. All personal property, equipment, machinery, trade fixtures and temporary installations, other than those listed on the attached Exhibit “A”, whether acquired by Tenant at the commencement of the Lease term or placed or installed on the Leased Property by Tenant thereafter, shall remain Tenant’s property free and clear of any claim by Landlord. Tenant shall have the right to remove the same at any time during the term of this Lease provided that all damage to the Leased Property caused by such removal shall be repaired by Tenant at Tenant’s expense.

9. Property Taxes.

Tenant shall pay, prior to delinquency, all general real estate taxes and installments of special assessments coming due during the Lease term on the leased Property, and all personal property taxes with respect to Tenant’s personal property on the leased Property. To the extent such items are not separately billed, Tenant shall be responsible for its pro rata share.

10. Insurance.

A. If the leased Property or any other part of the Building is damaged by fire or other casualty resulting from any act or negligence of Tenant or any of Tenant’s agents, employees or invitees, rent shall not be diminished or abated while such damages are under repair, and Tenant shall be responsible for the costs of repair not covered by insurance.

B. Tenant, at Landlord’s option, shall reimburse Landlord for maintaining fire and extended coverage insurance on the Building and the leased Property in such amounts as Landlord shall deem appropriate. Tenant shall be responsible, at its expense, for fire and extended coverage insurance on all the building and leased Property including personal property, equipment and fixtures, located on or within the Property, unless Landlord elects to carry such coverage and bill Tenant for the cost of the same.

C. Tenant shall, at its own expense, maintain a policy or policies of comprehensive general liability insurance with respect to its activities on and in the Property with the premiums thereon fully paid on or before due date, issued by and binding upon some insurance company approved by Landlord, such insurance to afford minimum protection of not less than $2,000,000 combined single limit coverage of bodily injury, property damage or combination thereof. Landlord shall be listed as an additional insured on Tenant’s policy or policies of comprehensive general liability insurance, and Tenant shall provide Landlord with current Certificates of Insurance evidencing Tenant’s compliance with this Paragraph and Paragraph 10 B. Tenant shall obtain the agreement of Tenant’s insurers to notify Landlord that a policy is due to expire at least (10) days prior to such expiration. Landlord shall not be required to maintain insurance against thefts on or within the leased Property or the Building.

11. Utilities .

Tenant shall pay all charges for water, sewer, gas, electricity, telephone and other services and utilities used by Tenant on the leased Property during the term of this Lease. In the event that any utility or service provided to the leased Property is not paid by Tenant, for any reason whatsoever, Landlord shall have the right to pay the amount due and separately invoice Tenant for such charges. Tenant shall pay such amounts to Landlord within fifteen (15) days of invoice date. Tenant shall not use any equipment or devices that utilize excessive electrical energy or which may, in Landlord’s reasonable opinion, overload the wiring or interfere with electrical services to the Property.

12. Signs.

Following Landlord’s written consent, Tenant shall have the right to place on the leased Property, at locations selected by Tenant, any signs which are permitted by applicable zoning ordinances and private restrictions. Landlord may refuse consent to any proposed signage that is in Landlord’s opinion too large, deceptive, unattractive or otherwise inconsistent with or inappropriate to the leased Property or use of Tenant. Landlord shall assist and cooperate with Tenant in obtaining any

necessary permission from governmental authorities or adjoining owners and occupants for Tenant to place or construct the foregoing signs. Tenant shall repair all damage to the leased Property resulting from the removal of signs installed by Tenant.

13. Entry.

Landlord shall have the right to enter upon the leased Property at reasonable hours to inspect the same, provided Landlord shall not thereby unreasonably interfere with Tenant’s business on the leased Property.

14. Parking .

During the terms of this Lease, Tenant shall have the non-exclusive use in common with Landlord, of the non-reserved common automobile parking areas, driveways and footways, subject to rules and regulations for the use thereof as prescribed from time to time by Landlord. Landlord reserves the right to designate parking areas within the Property or in reasonable proximity thereto, for Tenant and Tenant’s agents and employees. Tenant shall at the request of Landlord, provide Landlord with a list of all license numbers for the cars owned by Tenant, its agents and employees.

15. Building Rules.

Landlord shall not impose any building rules which unreasonably interfere with the conduct of Tenant’s business operations. Tenant will comply with the rules of the Building adopted and altered by Landlord and delivered to Tenant by Landlord from time to time and will cause all of its agents, employees, invitees and visitors to do so; all changes to such rules will be sent by Landlord to Tenant in writing.

16. Damage and Destruction.

Subject to Paragraph 10 A. above, if the leased Property or any part thereof or any appurtenance thereto is so damaged by fire, casualty or structural defects that the same cannot be used for Tenant’s purposes and the cost to repair or rebuild the damage exceeds the insurance p