Third Amendment to Lease



 Exhibit 10.10(c) 
 THIRD AMENDMENT TO LEASE 
 This THIRD AMENDMENT TO
LEASE (this “Third Amendment”) is made as of July 22nd, 2009 by and between Teachers Insurance & Annuity Association of America, Inc., a New York corporation (“Landlord”), and Helix BioMedix, Inc., a Delaware
corporation (“Tenant”). 
 RECITALS 
 Landlord is the landlord and Tenant is the tenant under that certain Lease dated August 14, 2001 (the “Initial
Lease”), as modified by First Amendment to Lease dated for reference purposes December 6, 2005 (the “First Amendment”) and Second Amendment to Lease dated for reference purposes October 4, 2006 (the “Second
Amendment”), for premises located at 22118 20th
Avenue SE, Bothell, Washington, 98021, Building G, Unit 204 (“G/204”) and 22122 20th Avenue SE, Bothell, Washington, 98021, Building H, Unit 148 (“H/148”, and collectively with G/204, the “Premises”). The Premises consists of an agreed 5,284 rentable square feet
comprised of 2,246 rentable square feet of office space in G/204 and 3,038 rentable square feet (being 2,378 rsf office and 660 rsf warehouse) in H/148. As used herein the “Amended Lease” shall mean the Initial Lease as amended by First
Amendment and the Second Amendment, and the “Lease” shall mean the Amended Lease as modified by this Third Amendment. 
 The parties desire to amend the Lease to extend the Lease Term for an additional sixty-seven (67) full calendar months and make certain other modifications to the Lease, all on the following terms and conditions. 
 Except as otherwise specifically defined herein all capitalized terms shall have the meanings assigned in the Initial Lease. 
 AGREEMENT 
 In furtherance of the Recitals set forth above, which are incorporated herein by reference, and in consideration of the mutual promises and covenants set forth below, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties acknowledge and agree to the following: 
 1. Extended Term of the Lease.
Section 1(g) of the Initial Lease hereby is amended to extend the Lease Term for an additional sixty-seven (67) month term (“Third Extended Term”) commencing on December 1, 2009 (“Third Extended Term Commencement
Date”) and terminating on June 30, 2015 (“Expiration Date” or “Second Extended Term Expiration Date”). 
 2. Base Monthly Rent. From and after the Third Extended Term Commencement Date, Section 1(h) of the Initial Lease is hereby modified such that the Base Monthly Rent for the Premises shall be as follows (“Month” refers
to the period through the full applicable calendar month): 
  

													
	 Time Period
	  	Base Monthly Rent
for G/204	 	 	Base Monthly Rent
for H/148	 	 	Total Base
    Monthly Rent    	 
	 Third Extended Term Commencement Date – Month 7
	  	$
  
	0.00
 (Abated
	  
 ) 
	 	$
  
	0.00
 (Abated
	 
 ) 
	 	$
  
	0.00
 (Abated
	 
 ) 

	 Month   8 – Month 12
	  	$	2,808.00	  	 	$	3,402.00	  	 	$	6,210.00	  
	 Month 13 – Month 24
	  	$	2,892.24	  	 	$	3,504.06	  	 	$	6,396.30	  
	 Month 25 – Month 36
	  	$	2,979.00	  	 	$	3,609.18	  	 	$	6,588.18	  
	 Month 37 – Month 48
	  	$	3,068.38	  	 	$	3,717.46	  	 	$	6,785.84	  
	 Month 49 – Month 60
	  	$	3,160.43	  	 	$	3,828.98	  	 	$	6,989.41	  
	 Month 61 – Month 67
	  	$	3,255.24	  	 	$	3,943.85	  	 	$	7,199.09	  

 Tenant shall continue to pay all Additional Rent owing under the Lease during the Third Extended Term
pursuant to the terms and conditions of the Lease. 







 3. As Is; Landlord’s Work. Tenant leases the Premises for the Third Extended
Term in its as-is, where-is condition and acknowledges that Landlord has not agreed to and shall not be required to make any improvements or alterations to the same, except that Landlord shall undertake such maintenance and/or repairs necessary to
provide that all fixtures in the Premises are in good working order as of the commencement of the Third Extended Term. 
 4.
Brokers. Landlord was represented in this Third Amendment transaction by Scott Davis of CB Richard Ellis, and Tenant was represented in this Third Amendment transaction by Matt Hagen and Bill Neil of GVA Kidder Mathews. The brokers identified in
the preceding sentence shall be compensated by Landlord pursuant to separate written agreements. Except for the brokers set forth in the first sentence of this Section, each party shall indemnify, defend and hold the other party harmless from and
against all costs, expenses, attorneys’ fees, liens and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under that party. 
 5. Right of First Opportunity For Expansion Space. Landlord hereby grants Tenant the Right of First Opportunity (“Right of First
Opportunity”) on (i) all leasable space in Building G or Building H of the Canyon Park Business Center that is contiguous to the Premises; and (ii) all office space comprised of 2,000 to 4,000 rentable square feet located in
Building G or Building H of the Canyon Park Business Center (collectively, the “RFO Space”). This Right of First Opportunity shall be subordinate to any other pre-existing tenant’s expansion rights as of the date of mutual execution
of this Third Amendment, and Landlord further shall be entitled to voluntarily allow existing tenants to extend or renew their leases. Except as provided above, at such time as Landlord intends to offer all or part of the RFO Space for lease,
Landlord shall so notify Tenant, which notice shall include the terms (rate, term, etc.) on which Landlord intends to offer the RFO Space or part thereof (the “Offered Space”). If Landlord is offering a portion of the RFO Space in
conjunction with other, adjacent space, Landlord may designate the entirety of such offered space as the Offered Space. Tenant shall have seven (7) days from receipt of such notice to notify Landlord that Tenant agrees to enter into a lease for
the Offered Space on the terms stated in Landlord’s notice or to enter into a lease for the Offered Space on such other terms as may be mutually agreeable to Landlord and Tenant in their sole discretion. If Tenant does not enter into a lease
for the Offered Space as provided in the preceding sentence, this Right of First Opportunity shall immediately and without further action by Landlord terminate as to the Offered Space, provided that if the Offered Space (or any portion thereof) is
leased to a third party, and such third party lease subsequently expires or is otherwise terminated, Tenant’s Right of First Opportunity shall be reinstituted as to such space subject, however, to any expansion rights on such space as may have
been granted other tenants between the date of leasing of the space to the third party and the termination of said third-party lease. This Right of First Opportunity shall remain in effect until the Lease has expired, at which time this Right of
First Opportunity shall terminate and be of no force and effect. This Right of First Opportunity shall be exercisable by Tenant only if Tenant is in possession of the Premises under the Lease and is not then nor has ever been in default under the
Lease. Furthermore, this Right of First Opportunity is personal to Tenant and shall not be exercisable by any subtenant or assignee. 
 6. Option to Renew. Tenant’s options to renew as set forth in Section 5 of the First Amendment and Section 11 of the Second Amendment hereby are deleted in their entirety. 
 7. Full Force and Effect. Except as modified herein, all other terms and conditions of the Lease shall remain in full force and
effect. Tenant confirms that Landlord is not now and has not in the past been in default under the Lease, and Tenant has no claim against Landlord for damages or offset of any type. 
 8. Entire Agreement. This Third Amendment and the Amended Lease constitute the entire agreement between Landlord and Tenant with
respect to the subject matter of this Third Amendment. 
 [Signature Page Follows] 








			
	Landlord:	 	 Teachers Insurance & Annuity Association of America, Inc.,
 a New York corporation

		
	By:	 	 /s/    Keith Awad

		 	Keith Awad
		
	Its:	 	 Director


  

			
	Tenant:	 	 Helix BioMedix, Inc.,
 a
Delaware corporation

		
	By:	 	 /s/    R. Stephen Beatty

		 	R. Stephen Beatty
		
	Its:	 	 President and CEO










			
	STATE OF Washington	 	)
		 	)ss.
	COUNTY OF Snohomish	 	)

 I certify that I know or have satisfactory evidence that R. Stephen Beatty is the
person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the CEO of Helix BioMedix, Inc. to be the free and voluntary act of
such party for the uses and purposes mentioned in the instrument. 
 Dated: 7/22/09. 
  

	
	 /s/    Yevette M. Lozano

	 (Signature)

	 Yevettte M. Lozano

	(Print Name)
	 Notary Public, in and for the State of WA,
 residing at Bothell

	My Commission Expires 9/19/12










			
	STATE OF Washington	 	)
		 	)ss.
	COUNTY OF Snohomish	 	)

 I certify that I know or have satisfactory evidence that Keith Awad is the person who
appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Director of Teachers Insurance and Annuity Association of America to be the
free and voluntary act of such party for the uses and purposes mentioned in the instrument. 
 Dated this 29
th day of July, 2009. 
  

	
	 /s/    Jill Otto

	 (Signature)

	 Jill Otto

	(Print Name)
	 Notary Public, in and for the State of WA,
 residing at Arlington

	My Commission Expires 5/19/13