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EXHIBIT
10.1
THIRTEENTH
AMENDMENT TO LEASE
THIS THIRTEENTH AMENDMENT TO LEASE (this
“ Amendment
”) is entered into as of this
31 st
day of May 2007, by and between
BMR-LANDMARK AT EASTVIEW LLC, a Delaware limited liability company
(“ Landlord
”), as successor-in-interest to
Keren Limited Partnership (“ Original Landlord ”), and EMISPHERE TECHNOLOGIES, INC., a Delaware
corporation (“ Tenant ”).
RECITALS
A. WHEREAS,
Original Landlord and Tenant entered into that certain Lease dated
as of March 31, 1997, as amended by that certain Amendment of Lease
dated as of January 31, 1999; that certain Second Amendment of
Lease dated as of July 31, 2000; that certain Third Amendment of
Lease dated as of July 31, 2000; that certain Fourth Amendment of
Lease dated as of May 30, 2001; that certain Fifth Amendment of
Lease dated as of February 11, 2002; that certain Sixth Amendment
of Lease dated as of January 24, 2003; that certain Seventh
Amendment of Lease dated as of September 23, 2003; that certain
Eighth Amendment to Lease dated as of August 22, 2006; that certain
Ninth Amendment to Lease dated as of September 26, 2006; that
certain Tenth Amendment to Lease dated as of October 31, 2006; that
certain Eleventh Amendment to Lease dated as of November 30, 2006;
and that certain Twelfth Amendment to Lease dated as of February 7,
2007 (collectively, and as the same may have been further amended,
supplemented or otherwise modified from time to time, the
“ Lease
”), whereby Tenant leases certain
premises (the “ Premises ”) from
Landlord in two of the buildings at 765 and 777 Old Saw Mill River
Road in Tarrytown, New York (the “ Buildings ”);:
B. WHEREAS, Landlord and Tenant desire, among other
things, to extend the Term of the Lease ; and
C. WHEREAS,
Landlord and Tenant desire to modify and amend the Lease only in
the respects and on the conditions hereinafter stated.
AGREEMENT
NOW, THEREFORE, Landlord and Tenant, in
consideration of the mutual promises contained herein and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound,
agree as follows:
1. Definitions . For
purposes of this Amendment, capitalized terms shall have the
meanings ascribed to them in the Lease unless otherwise defined
herein.
2. Extension
Term . Tenant has exercised
its First Extension Option pursuant to the Lease. The Expiration
Date of the Le
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