This Third
Amendment to Lease (“ Third Amendment ”) is made
and entered into as of the 1 st day of October, 2008 by and between SCIENCE
PARK DEVELOPMENT CORPORATION , a Connecticut corporation with
offices at 25 Science Park, New Haven, Connecticut 06511 (“
Landlord ”) and VION PHARMACEUTICALS, INC. , a
Delaware corporation with offices at 4 Science Park, New Haven,
Connecticut 06511 (“ Tenant ”).
WHEREAS ,
Landlord and Tenant entered into that certain Lease dated as of
November 1, 2001 (the “ Original Lease ”)
the terms of which are incorporated herein by reference thereto
whereunder, inter alia, Landlord leased to Tenant and Tenant leased
from Landlord 19,738 rentable square feet (the “ Leased
Premises ”) on the first, third and fourth floors of the
Building as defined in the Original Lease; and
WHEREAS ,
said Original Lease has been amended on two previous occasions, to
wit, by that certain First Amendment to Lease entered into as of
January 25, 2006 (“ First Amendment ”) and
by that certain Second Amendment to Lease entered into as of
June 27, 2007 (“ Second Amendment ”), the
terms of each such amendment being incorporated herein by reference
thereto; and
WHEREAS ,
said Original Lease as so amended (hereinafter collectively the
“ Lease ”) remains in full force and effect as
of the date hereof and binding upon the parties in manner as set
forth therein; and
WHEREAS ,
the parties desire to further amend the Lease as set forth in the
herein Third Amendment to stipulate the terms and conditions upon
which shall occur the surrender by Tenant of all of the first floor
space consisting for the purposes hereof of 4,738 rentable square
feet and currently forming a part of the Building 4 Leased Premises
as defined in the said Second Amendment;
NOW
THEREFORE , in consideration of the mutual terms, conditions
and covenants as contained in the Lease, as amended heretofore, and
as further amended by the provisions of this Third Amendment,
Landlord and Tenant agree as follows:
1.
Leased Premises . Effective as of October 1,
2008, Section 1.1(a) of the Lease is hereby amended and
restated to stipulate and read as follows:
(a) Landlord
holds fee simple title to that certain land and the improvements
thereon known as 4 Science Park, which real property has an address
of 375 Winchester Avenue, New Haven, Connecticut and which real
property is more fully described on Exhibit A attached to the
Lease and made a part thereof (the “ Building 4
Property ”). Tenant shall lease from Landlord a portion
of the Building 4 Property (“ Building 4 ”),
which portion is located on the
East side of
Building 4 on the third and fourth floors and consists of
approximately 15,000 rentable square feet, which leased space is
delineated on the revised floor plan attached to this Third
Amendment as Schedule A-1 and made a part hereof (the “
Building 4 Leased Premises ”). Tenant’s rights
under this Lease shall include, in common with other tenants of
Building 4, use of the land and the facilities, accesses, hallways,
roadways, sidewalks, and like service and scenic improvements in
grounds (with the exception of parking areas), which are intended
for the common use and tenants of Building 4 (“ Building 4
Common Facilities ”). The Building 4 Property is part of
an area of approximately eighty acres generally referred to as
“Science Park”.
2.
Term . Effective as of October 1, 2008,
Section 2.1(a) of the Lease is hereby amended by deleting all
references in the first sentence thereof to “Building 4
Premises” and substituting therefor “Building 4 Leased
Premises”.
3. Base
Rent . Section 3.1 of the Lease, as amended by the
First Amendment and Second Amendment, is further amended herein
effective as of and after October 1, 2008 by striking and
restating the Base Rent table set forth in Section 3.1(i) and
by replacing in its place and
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