exhibit10w1.htm


    FIFTH
      AMENDMENT TO LEASE

    


    THIS
      FIFTH AMENDMENT TO LEASE
      ("Amendment") made as of the 2nd day of November, 2007,  by and
      between 111 BARCLAY ASSOCIATES ("Landlord"), sole beneficiary under CHICAGO
      TITLE LAND TRUST COMPANY, as successor trustee to LASALLE BANK NATIONAL
      ASSOCIATION, as successor trustee to AMERICAN NATIONAL BANK AND TRUST COMPANY
      OF
      CHICAGO, under Trust Agreement dated January 1, 1991 and known as Trust No.
      113370-03 ("Trustee"), and BIOSANTE PHARMACEUTICALS, INC.
      ("Tenant").

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      Landlord and Tenant entered
      into that certain Lease dated December 19, 2003, as amended by First Amendment
      to Lease dated February 26, 2004, as modified by Letter Amendment dated March
      19, 2004 (the "Lease"), as amended by Second Amendment to Lease dated January
      4,
      2005, as amended by Third Amendment to Lease dated January 27, 2006, and as
      amended by Fourth Amendment to Lease dated March 7, 2007, which Lease demised
      to
      Tenant a portion of the 2nd floor,
      known as
      Suite 280 ("Premises") of the building known as 111 Barclay Boulevard,
      Lincolnshire, Illinois ("Building"); and

    


    WHEREAS,
      the parties hereto desire to
      extend the term of the Lease and to amend the Lease in certain other
      respects.

    


    NOW,
      THEREFORE, in consideration of the
      mutual covenants and conditions contained herein, the Lease is hereby further
      amended as follows:

    


    1.  Extended
      Term.  The term of the Lease is hereby extended to March 21, 2009
      on the same terms and conditions as set forth in the Lease, except as modified
      herein and unless sooner terminated pursuant to the terms of the
      Lease.

     

    2.  Rent.  As
      of March 22, 2008, the Base Rent payable under the Lease shall be as
      follows:

     

    Original
      Base Rent:

     

    
      	
               

              Period

            	
              Annual

              Base
                Rent

            	
              Monthly

              Installment

            
	
              3/22/08-3/21/09

            	
              $90,113.25

            	
              $7,509.43

            


    

    


    Extended
      Base Rent:

     

    
      	
               

              Period

            	
              Annual

              Base
                Rent

            	
              Monthly

              Installment

            
	
              3/22/09-3/21/10

            	
              $93,513.75

            	
              $7,792.81

            
	
              3/22/10-3/21/11

            	
              $96,914.25

            	
              $8,076.19

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.  Work.  Landlord
      shall repaint the walls of the Premises.  The cost to repaint the
      Premises is $7,000.00.  Landlord and Tenant shall each pay 1⁄2 of the
      cost, or $3,500.00; provided, however, that if Tenant fails to exercise its
      option to extend the term of the Lease for the second year (for clarity,
      03/22/09 – 03/21/10) then Tenant shall reimburse Landlord for its share of the
      repainting cost, or $3,500.00.

     

    4.  Extended
      Term.  Tenant shall have the right to extend the Term for all of
      the Premises for two (2) extension terms of one (1) year each ("Extended Term")
      which shall commence on the day following the expiration of the initial Term
      and
      end on the first anniversary of the Expiration Date or the expiration date
      of
      the first Extended Term, as the case may be, unless the Extended Term shall
      sooner terminate pursuant to any of the terms of this Lease or
      otherwise.  Each Extended Term shall commence only if Tenant shall
      have notified Landlord in writing of Tenant's exercise of such extension right
      not later than four and a half (41⁄2) months prior to the Expiration Date of the
      initial Term or the first Extended Term, as the case may be, and at the time
      of
      the exercise of such right and immediately prior to the then Expiration Date,
      this Lease is in full force and effect and no Default shall have occurred and
      be
      continuing hereunder.  Time is of the essence with respect to the
      giving of the notice of Tenant's exercise of the extension
      right.  Each Extended Term shall be upon all of the agreements, terms,
      covenants and conditions hereof binding upon Tenant, except that (a) the
      Extended Base Rent shall be as provided in the Schedule of Significant Terms,
      (b) Landlord shall have no obligation to perform any work or make any
      contribution to work performed to prepare the Premises for Tenant's use, and
      (c)
      Tenant shall have no further right to extend the Term, other than in accordance
      with this Section 4.  Upon the exercise of each extension option by
      Tenant, (i) the Extended Term shall be added to and become part of the Term
      (but
      shall not be considered part of the Initial Term), (ii) any reference to "this
      Lease", to the "Term", the "term of this Lease" or any similar expression shall
      be deemed to include the Extended Term, and (iii) the expiration of each
      Extended Term shall become the Expiration Date.

     

    5.  Real
      Estate Brokers.  Tenant represents that it has dealt with, and
      only with Van Vlissingen and Co., as broker in connection with this Amendment,
      and that, insofar as Tenant knows, no other broker negotiated this Amendment
      or
      is entitled to any commission in connection therewith.  Tenant agrees
      to indemnify and hold Landlord harmless from all damages, liability and expense
      (including reasonable attorneys' fees) arising from any claims or demands of
      any
      other broker or brokers or finders in connection with its participating with
      Tenant in the negotiating of this Amendment.

     

    6.  Lease
      in Full Force and Effect.  Except for the provisions of this
      Amendment, all the terms, covenants and conditions of the Lease and all the
      rights and obligations of Landlord and Tenant thereunder, shall remain in full
      force and effect, and are not otherwise altered, amended, revised or
      changed.

     

    7.  Estoppel.  Tenant
      and Landlord hereby each acknowledge that as of the date hereof, they have
      no
      claims arising under the Lease against the other party or its agents, or any
      one
      or more of the foregoing, and that neither knows of any default or failure
      on
      the part of the other party to keep or perform any covenant, condition or
      undertaking to be kept or performed by such other party under the
      Lease.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.  Exculpatory
      Provisions.  It is expressly understood and agreed by and between
      the parties hereto, anything herein to the contrary notwithstanding, that each
      and all of the representations, warranties, covenants, undertakings and
      agreements herein made on the part of the Landlord while in form purporting
      to
      be the representations, warranties, covenants, undertakings, and agreements
      of
      the Landlord are nevertheless each and every one of them made and intended,
      not
      as personal representations, warranties, covenants, undertakings, and agreements
      by the Landlord or for the purpose or with the intention of binding the Landlord
      personally, but are made and intended for the purpose only of subjecting the
      Landlord's interest in the Building, the Land and the Premises to the terms
      of
      this Amendment and for no other purpose whatsoever, and in case of default
      hereunder by the Landlord (or default through, under, or by any of its agents
      or
      representatives), the Tenant shall look solely to the interests of the Landlord
      in the Building and Land.

     

    


     

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    IN
      WITNESS WHEREOF, the parties have caused this Amendment to be executed on the
      date first above written.

     

    


    
      	 	
              LANDLORD:

               

              111
                BARCLAY ASSOCIATES

              By:
                Van Vlissingen & Co., its authorized agent

            
	 	
               

               

              By:   /s/Charles
                R.
                Lamphere                                                           

              Its: President                                                     

            
	 	
               

              TENANT:

               

              BIOSANTE
                PHARMACEUTICALS, INC.

               

            
	 	
               

               

              By: /s/Phillip
                B. Donenberg

                             Its:
                CFO