EXHIBIT
10.1
SECOND
AMENDMENT TO LEASE AGREEMENT
THIS SECOND AMENDMENT TO
LEASE AGREEMENT
(“ this Second Amendment ”) is made as of
March 31, 2008, by and between ARE-QRS CORP. , a
Maryland corporation, having an address at 385 E. Colorado Blvd.,
Suite 299, Pasadena, California 91101 (“ Landlord
”), and EMERGENT PRODUCT DEVELOPMENT GAITHERSBURG INC.
, formerly known as Emergent Immunosolutions Inc. and as successor
in interest to Antex Biologics, Inc., a Delaware corporation,
having an address at Suite 100, 300 Professional Drive,
Gaithersburg, Maryland 20879 (“ Tenant
”).
RECITALS
A.
Landlord and Tenant have entered
into that certain Lease (“ Original Lease
”) dated as of December 1, 1998, as amended by a First
Amendment to Lease dated as of September 30, 2004 (“ First
Amendment ”; the Original Lease and the First Amendment
are hereinafter collectively referred to as the “
Lease ”), wherein Landlord leased to Tenant certain
premises (“ Premises ”) located at 300
Professional Drive, Gaithersburg, Maryland 20879, as more
particularly described in the Lease.
B. The
Lease expires on November 30, 2008. Tenant desires to extend the
term of the Lease for a period of 1 year so that it will expire on
November 30, 2009, and Landlord is willing to extend the term of
the Lease on the terms herein set forth.
AGREEMENT
NOW, THEREFORE, the parties hereto
agree that the Lease is amended as follows:
1.
Extension of Term . Effective as of the date hereof,
the definition of Term Expiration Date in Section 2.1.7(c) of the
Lease is hereby amended by deleting that definition in its entirety
and replacing it with the following new definition:
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(c)
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Term Expiration Date : November 30, 2009, subject to extension as set
forth in
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Section 41 or to earlier termination as
otherwise provided herein.
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2.
Tenant Notices
. Effective as of the date hereof,
Section 2.1.11 of the Lease is hereby deleted in its entirety and
replaced with the following new Section 2.1.11:
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2.1.11
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Address for Notices to
Tenant:
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300 Professional Drive, Suite
100
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Emergent BioSolutions
Inc.
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2773 Research Blvd., Suite
400
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3.
Improvement
Rent . Effective as
of the date hereof, Section 5.3 of the Lease is hereby deleted in
its entirety.
4.
Rent Credit
. Effective as of the date hereof,
Section 5.4 of the Lease is hereby amended by deleting and
replacing the reference to “120” therein with
“132”. All remaining terms of Section 5.4
shall
remain unchanged.
5.
Extension Right
. Effective as of the date hereof,
Section 41 the Lease is hereby deleted in its entirety and replaced
with the following new Section 41:
41. Extension Right . Tenant shall have the right (“
Extension Right ”) to extend the term of this Lease
for 5 years (“ Extension Term ”) on the same
terms and conditions as this Lease (other than Basic Annual Rent).
Upon the commencement of the Extension Term, Basic An