EXHIBIT
10.1





SUBLEASE
AGREEMENT





This
Sublease Agreement (“ Sublease ”) dated as of
December 23, 2009, is made by and between American Capital, Ltd. , a
Delaware corporation (f/k/a American Capital Strategies, Ltd.) (“ Sublandlord ”) and Northwest Biotherapeutics ,
Inc., a Delaware
corporation (“ Subtenant
”).





RECITALS:





A.  
Pursuant to an Office Lease (“ Original Lease ”) dated
September 28, 2001 by and between Hampden Square Corporation, a Delaware
corporation (“ Landlord
”) and Sublandlord, as assignee of Abt Associates, Inc., Sublandlord leased
certain premises (“ Prime Lease
Premises ”) from Landlord consisting of 61,342 rentable square feet (“
RSF ”), in the building
located at 4800 Montgomery Lane, Bethesda, Maryland ( “Building ”).





B.         The
Original Lease was amended by a Notice of Lease Term Dates dated as of January
24, 2003 (“ Amendment ”
and together with the Original Lease, and as the same may be further amended
from time to time, the “ Lease ”).  A copy of
the Lease is attached hereto as Exhibit A .





C.         Sublandlord
desires to sublease to Subtenant, and Subtenant desires to sublease from
Sublandlord, a portion of the Prime Lease Premises constituting approximately
7,097 RSF located on the 8 th Floor
of the Building, as depicted on Exhibit B
 attached hereto
(the “ Subleased
Premises ”).





Now,
therefore, Sublandlord and Subtenant, hereby agree as follows:





1.                
Sublease Term
..  The term of this Sublease (“ Sublease Term ”) with respect
to the Subleased Premises shall commence on the Sublease Commencement Date
(hereinafter defined) and shall expire on September 30, 2012 (the “ Sublease Expiration Date
”).  Except to the extent expressly provided to the contrary in this
Sublease, no termination of this Sublease shall diminish or otherwise affect the
liabilities of Subtenant that accrued prior to the effective date of
termination.  The “ Sublease Commencement Date ”
shall be the later of (i) December 1, 2009 and (ii) the date that is one (1)
business day after execution and delivery by Landlord, Subtenant and Sublandlord
of a sublease consent in substantially the form attached hereto as Exhibit B or such other form
as Landlord may require (“ Sublease Consent
”).




2.                
Subleased Premises;
Subtenant Improvement Allowance .




(a)           Except
as otherwise expressly provided herein, Subtenant shall accept possession of the
Subleased Premises “AS IS” on the Sublease Commencement Date, and Except for the
performance of the Sublandlord’s Work (hereinafter defined), Sublandlord shall
have no obligation to make any alterations or improvements of any kind to
prepare the Subleased Premises for Subtenant’s occupancy; provided, however,
that the Subleased Premises shall be delivered in broom clean condition and free
from debris.  Sublandlord makes no representations or warranties
whatsoever with respect to the condition of the Subleased Premises or the
building systems serving the Subleased Premises.  In entering into
this Sublease, Subtenant has not relied upon or been induced by any statement or
representation regarding the condition or suitability of the Subleased Premises
other than those, if any, set forth in this Sublease.  Notwithstanding
the foregoing, Sublandlord shall perform the following work at its sole cost
prior to the Sublease Commencement Date ( “Sublandlord’s Work
”):  Sublandlord shall cause the water supply and drain in the kitchen
located in the Subleased Premises to be in good working order and Sublandlord
shall repair or replace as necessary the lock on the door to the rear entrance
to the Subleased Premises.




(b)           Notwithstanding
the foregoing, Sublandlord shall make available for the performance of
Subtenant’s Work (as hereinafter defined) an allowance (the “ Subtenant Allowance ”) in an
amount equal to the product of (a) Six and 00/100 Dollars ($6.00) multiplied by
(b) the number of square feet of rentable area comprising the Subleased
Premises, or Forty-Two Thousand Five Hundred Eighty-Two and 00/100 Dollars
($42,582.00).  Sublandlord shall pay the Subtenant Allowance to
Subtenant in no more than three (3) installments.  Each installment
shall be paid to Subtenant within thirty (30) days following Subtenant’s
completion of that portion of Subtenant’s Work for which the request is being
made and Sublandlord’s receipt from Subtenant of (i) invoices reasonably
evidencing work or services performed with respect to the portion of Subtenant’s
Work for the installment of the Subtenant Allowance that is being requested;
(ii) receipted bills or other evidence that the aforesaid invoices have been
paid in full; and (iii) waivers or releases of liens from each of Subtenant’s
contractors, subcontractors and suppliers in connection with the work performed
or materials supplied as evidenced by the aforesaid invoices, which waivers and
releases may be conditioned upon payment of the amounts set forth
therein.  Subtenant shall complete the Specified Work (hereinafter
defined) not later than May 31, 2010.  In addition, Subtenant shall
utilize the Subtenant Allowance on or before May 31, 2010.  Subtenant
shall not be entitled to any Rent abatement, offset or credit if Subtenant fails
to use any portion of the Subtenant Allowance on or before May 31,
2010.  In the event that Sublandlord fails to pay any portion of the
Subtenant Allowance to Subtenant on the date on which such amount is payable to
Subtenant in accordance with the terms of this Sublease, and such failure
continues for thirty (30) days after Subtenant provides to Sublandlord written
notice of such failure, then Subtenant, at its option (exercisable by providing
written notice to Sublandlord) and provided Subtenant is not in default under
the terms of this Sublease at such time, may offset such unpaid amounts against
the next installments of Base Rent coming due hereunder until such amount has
been fully applied.





(c)           Subtenant
shall improve the Subleased Premises in accordance with the Subtenant’s Plans
(as hereinafter defined).  Subtenant shall submit to Sublandlord and
Landlord Subtenant’s final plans and specifications for improvements to the
Subleased Premises (the “ Subtenant’s Plans ”), which
shall be subject to the prior written approval of Sublandlord and Landlord (the
work set forth in the Subtenant’s Plans being hereinafter referred to as “ Subtenant’s Work ”), which
approval Sublandlord shall not unreasonably withhold or
delay.  Notwithstanding anything to the contrary contained in this
Sublease, in all events, the scope of Subtenant’s Work shall include
installation of a dishwasher in the kitchen, special air conditioning units for
the server room, high capacity IT lines to the server room and the conference
rooms, removal of one office wall to create a reception area and relocation of a
glass door from inside the Subleased Premises to the suite entry, removal of one
wall between two existing offices to make a single larger office, and removal of
the telephone cabins across the corridor from the conference rooms
(collectively, the “ Specified
Work ”).  Sublandlord acknowledges and agrees that Sublandlord
has approved the Specified Work pursuant to plans previously provided by
Subtenant to Sublandlord.  From and after the date of approval of
Sublandlord and Landlord of the Subtenant’s Plans, any changes to the
Subtenant’s Plans shall not be binding unless approved in writing by both
Sublandlord and Landlord.  Sublandlord shall either provide comments
to, or approve, Subtenant’s Plans within ten (10) days after its receipt of an
electronic version and hard copy of a complete and accurate set of Subtenant’s
Plans.  If Sublandlord disapproves Subtenant’s Plans, Subtenant shall
promptly resubmit Subtenant’s Plans revised to satisfy Sublandlord’s
objections.  Sublandlord shall either provide additional comments to,
or approve, Subtenant’s Plans as revised within ten (10) days after its receipt
of same.  If Sublandlord does not provide approval or provide any
comments with respect to Subtenant’s Plans within such 10-day period, Subtenant
may notify Sublandlord in writing that Sublandlord has failed to respond, and if
Sublandlord does not provide approval or provide any comments with respect to
Subtenant’s Plans within five (5) days after Sublandlord’s receipt of
Subtenant’s notice, Subtenant’s Plans shall be deemed to be approved by
Sublandlord.  Sublandlord’s approval of the Subtenant’s Plans shall
constitute approval of Subtenant’s design concept only and shall in no event be
deemed a representation or warranty by Sublandlord as to whether the Subtenant’s
Plans comply with any and all legal requirements applicable to the Subtenant’s
Plans and Subtenant’s Work. Upon completion of Subtenant's Work and as part of
the cost of Subtenant's Work, Subtenant will provide Sublandlord and Landlord
with final construction documents consisting of two hard copy sets of bluelines
and an electronic file in a format reasonably acceptable to
Sublandlord.  In the performance of Subtenant’s Work, Subtenant shall
comply with all applicable laws, codes and regulations.  Subtenant
shall obtain all permits, certificates and other governmental approvals from all
governmental entities having jurisdiction thereover which are necessary for the
prosecution and completion of Subtenant’s Work.  Subtenant’s Work
shall include, but not be limited to, the cost of all permits and governmental
inspections, demolition, fire life safety equipment installation, sprinkler
relocation (if necessary) and all architectural and engineering
fees.  Prior to commencing Subtenant’s Work, Subtenant shall provide
to Sublandlord the name and address of each contractor and subcontractor which
Subtenant intends to employ to perform Subtenant’s Work, the use of which
subcontractors and contractors shall be subject to Sublandlord’s prior written
approval, which shall not be unreasonably withheld, conditioned or delayed if
(1) the contractor or subcontractor is properly licensed and bonded, and (2)
neither Sublandlord nor any of its affiliates has had any prior experience with
such contractor or subcontractor which was
unsatisfactory.  Sublandlord shall indicate whether or not it approves
any such contractor or subcontractor within seven (7) days after Subtenant’s
request for approval.  Prior to the commencement of any of Subtenant’s
Work, Subtenant shall deliver to Sublandlord, with respect to each contractor
and subcontractor which Subtenant intends to employ to perform any of
Subtenant’s Work, a certificate of insurance from each such contractor or
subcontractor specifying Sublandlord as a named insured and evidencing that each
such contractor or subcontractor has obtained the insurance coverages required
under the terms of the Lease.





3.                
Rent
..





(a)           Commencing
on the date that is one hundred twenty (120) days after the Sublease
Commencement  Date (“ Rent Commencement Date ”),
Subtenant shall, without deduction, demand, notice from Sublandlord, or right of
offset, pay to Sublandlord for each month during the Sublease Term as annual
basic rent (“ Basic Rent
”) in the amount set forth in the following table:




Dates
                  
                  Basic Rent (Monthly)Rent
      Commencement Date through first day of calendar month following calendar
      month in which anniversary of Rent Commencement Date occurs (such period,
      “First Lease Year”)
                  
                  $
                  13,306.8812-
      month period following expiration of First Lease Year (“Second Lease
      Year”)
                  
                  $
                  13,706.08the
      period following Second Lease Year through Sublease Expiration
      Date
                  
                  $
                  14,117.26








All
payments of Basic Rent shall be made in lawful money of the United States, in
advance on the first (1 st ) day
of each calendar month during the Sublease Term, the first payment of Basic Rent
to be made as of the date this Sublease is executed and applied against the
first Basic Rent due hereunder.  Payments in respect of a period less
than a full calendar month shall be prorated based on the actual number of days
in such month during the Sublease Term.





(b)           Commencing
on November 1, 2010 and continuing through the Sublease Term, in addition to
payment of the Basic Rent, Subtenant shall pay to Sublandlord, as to each
calendar year or portion thereof during the Sublease Term, as additional rent (“
Passthrough Rent ”),
without deduction, demand, notice from Sublandlord, or right of offset, (i)
Subtenant’s Percentage Share (as hereafter defined) of the amount by which
Operating Expenses (as defined in the Lease) for such calendar year exceed
Operating Expenses in calendar year 2010 (“ Subtenant’s Expense Payment ”)
and (ii) Subtenant’s Percentage Share of the amount by which Tax Expenses (as
defined in the Lease) for such calendar year exceed the Tax Expenses in calendar
year 2010 (“ Subtenant’s Tax
Payment ”).  As used herein, “ Subtenant’s Percentage Share ”
shall mean Four and 85/100 percent (4.85%) (7,097 divided by
146,189).  At Subtenant’s request, Sublandlord shall deliver to
Subtenant any statements, invoices, or other materials delivered to Sublandlord
by or at the direction of Landlord with respect to the Passthrough
Rent.  Subtenant shall have no right to dispute the Operating Expenses
and Tax Expenses once the same is agreed upon by or adjudicated, pursuant to any
dispute mechanism is set forth in the Lease or applicable at law, by Sublandlord
and Landlord.  The obligations to make payments hereunder, which
obligations arise during and relate to the period prior to termination or
expiration of this Sublease, shall survive the termination or expiration of this
Sublease.


(c)                “
Rent ” shall mean all
Basic Rent, Passthrough Rent and all other monies due by Subtenant under the
terms of this Sublease.  Any payment of Rent not paid within five (5)
days of the due date thereof shall be subject to a late charge of six percent
(6%) of the amount of such installment.  Any amount due from Subtenant
to Sublandlord that is not paid when due shall bear interest at an interest rate
equal to the Prime Rate published from time to time in the Money Rates column of
The Wall Street Journal
plus 5% (or, if lower, the highest rate then allowed under the usury laws of the
State of Maryland) from the date due until the date paid.  The right
of Sublandlord to charge a late charge and interest with respect to past due
installments of Rent is in addition to Sublandlord’s other rights and remedies
in the event of a default by Subtenant hereunder.





4.                    
Security
Deposit .





(a)  Contemporaneously
upon execution of this Sublease, Subtenant shall deposit with Sublandlord cash
in the amount of $13,306 (“Security Deposit”) as security for the faithful
performance and observance by Subtenant of the terms, provisions, covenants and
conditions of this Sublease.  Failure to deliver the same upon
execution of this Sublease shall render this Sublease void ab   initio
..  In the event Subtenant defaults in respect of any of the terms,
provisions, covenants and conditions of this Sublease after all applicable
notice and cure periods have passed, including, but not limited to, the payment
of Rent, Sublandlord may use, apply or retain the whole or any part of the
Security Deposit to the extent required for the payment of any Rent and any
other sum as to which Subtenant is in default or for any sum which Sublandlord
may expend or may be required to expend by reason of Subtenant’s default in
respect of any of the terms, provisions, covenants and conditions of this
Sublease, including but not limited to, any damages or deficiency accrued before
or after summary proceedings or other re-entry by Sublandlord.  In the
event that Subtenant shall fully and faithfully comply with all of the terms,
provisions, covenants and conditions of this Sublease, the Security Deposit
shall be returned to Subtenant promptly after the date fixed as the end of this
Sublease and after delivery of entire possession of the Subleased Premises to
Sublandlord.  In the event of an assignment by Sublandlord of its
interest in the Lease, Sublandlord shall transfer the Security Deposit to the
assignee and shall provide Subtenant with a written notice indicating the name
and address of the assignee.  In such event, Sublandlord shall
thereupon be released by Subtenant from all liability for the return of such
Security Deposit, and Subtenant agrees to look solely to the new Sublandlord for
the return of said Security Deposit; and it is agreed that the provisions hereof
shall apply to every transfer or assignment made of the Security Deposit to a
new Sublandlord.





(b)               In
the event that Subtenant defaults in respect of any of the terms, provisions,
covenants and conditions of the Sublease and Sublandlord utilizes all or any
part of the security represented by the Security Deposit, Sublandlord may, in
addition to terminating this Sublease and exercising any other rights and
remedies that Sublandlord may have under the Lease, or at law or in equity,
retain the unapplied and unused balance of the principal amount of the Security
Deposit as security for the faithful performance and observance by Subtenant
thereafter of the terms, provisions, and conditions of this Sublease, and may
use, apply, or retain the whole or any part of said balance to the extent
required for payment of Rent, additional rent, or any other sum as to which
Subtenant is in default (after all applicable notice and cure periods set forth
herein have passed) or for any sum which Sublandlord may expend or be required
to expend by reason of Subtenant's default in respect of any of the terms,
covenants, and conditions of this Sublease (after all applicable notice and cure
periods set forth herein have passed).  In the event Sublandlord, in
accordance with the terms of this Sublease, applies or retains any portion or
all of the Security Deposit delivered hereunder, Subtenant shall forthwith
restore the amount so applied or retained so that at all times the amount
deposited shall be equal to the security required by Section 4(a).





5.         
Furniture, Equipment
and Signage .





(a)  Subtenant
shall be responsible for providing its own furniture, fixtures, equipment and
cabling at its sole cost and expense.  Sublandlord shall have no
obligation to provide any of the foregoing.








(b)                
Sublandlord shall have the one-time obligation to use reasonable efforts
promptly following the Sublease Commencement Date to cause to be installed at
Sublandlord’s cost building standard suite entry signage identifying Subtenant
and three of its affiliates, namely Toucan Capital, HealthBank and Oncocidex
(collectively, the “ Named
Affiliates ”) at the main entrance to the Subleased Premises, which
signage and the final location of the same shall be subject to the approval of
Sublandlord and Landlord (to the extent required by the
Lease).  Following the Sublease Commencment Date, Sublandlord shall
have the one-time obligation to seek to obtain from Landlord and make available
to Subtenant (at Landlord’s customary charge) Subtenant’s pro rata share of
directory strips for up to four (4) company names on the main directory board in
the Building lobby identifying Subtenant and the Named
Affiliates.  Upon the Sublease Expiration Date, Subtenant shall remove
all suite entry signage and repair any damage resulting therefrom, at
Subtenant’s sole cost and expense.





6.         
Access; Use
..





(a) Subject
to the terms and conditions set forth in the Lease, Subtenant shall have access
to the Subleased Premises twenty-four (24) hours per day, three hundred
sixty-five (365) days per year and Landlord’s electronic security and control
system will be used for Building access after normal Building
hours.





(b) Sublandlord
shall have the right, at all reasonable times, upon reasonable notice (except in
an emergency) to enter upon the Subleased Premises and to examine and inspect
the Subleased Premises and exercise its rights hereunder.  Landlord
shall have the right to access the Subleased Premises in accordance with the
terms of the Lease.  In exercising its rights under this paragraph,
Sublandlord shall exercise reasonable diligence to minimize interference with
Subtenant’s use and enjoyment of the Subleased Premises, provided that in the
event of an emergency, Sublandlord’s obligation with respect to minimizing
interference with Subtenant’s use and enjoyment of the Subleased Premises shall
be limited to the extent that is reasonable under the circumstances of such
emergency.





(c) Subtenant
shall not use, nor suffer or permit any other person(s) to use, the Subleased
Premises for any purpose whatsoever other than any as general office purposes,
consistent with similar first-class office buildings in downtown Bethesda,
Maryland.  In no event shall Subtenant use the Subleased Premises, or
suffer or permit the Subleased Premises to be used, for any unlawful activity or
purpose or in any unlawful manner or in violation of any order, ordinance,
regulation or rules of any governmental or quasi-governmental body, or for
residential purposes.  Subtenant shall not commit or allow any waste
or damage to be committed on any portion of the Subleased Premises.





(d) Subtenant
shall at all times comply with any rules and regulations (including parking
rules and regulations) as may be promulgated from time to time by Landlord for
the Building (including the Rules and Regulations described in the
Lease).





7.         
Covenant of Quiet
Enjoyment .  Sublandlord hereby covenants that if and so long
as Subtenant performs every obligation of Subtenant under this Sublease subject
to the notice and cure provisions herein, then, subject to the other provisions
of this Sublease, Subtenant shall peaceably and quietly enjoy the Subleased
Premises during the Sublease Term without hindrance by Sublandlord or any person
lawfully claiming through or under Sublandlord.





8.         
Alterations
..  Subtenant shall not make any alterations or leasehold improvements
to the Subleased Premises without the prior consent of Sublandlord, which
consent shall not be unreasonably withheld or delayed, nor without the prior
consent of Landlord in accordance with the terms of the Lease.  It
shall be deemed reasonable for Sublandlord to disapprove or condition any
alteration disapproved by, or as to which similar conditions are imposed by,
Landlord (whether or not reasonable). Except for Sublandlord’s obligation to pay
the Tenant Allowance to Subtenant in accordance with this Sublease, and except
for Sublandlord’s obligation to cause the water supply and drain in the kitchen
to be in full working order on or prior to the Sublease Commencement Date,
Subtenant shall be responsible for all costs associated with any modifications
or alterations to the Subleased Premises, including without limitation the costs
of all design, architectural and engineering work related thereto, construction
management fees, construction costs of alterations, costs of cabling, costs for
installation of equipment, fixtures and furnishings and/or modifications to
existing systems, equipment, fixtures and furnishings, all governmental and
quasi-governmental approvals and permits required therefor, construction
supervision or management fees of Landlord and/or Sublandlord, and all other
direct and indirect construction costs applicable to Subtenant and the Subleased
Premises and all moving expenses.





9.         
Services
..  Pursuant to the Lease, Landlord is obligated to provide to the
Subleased Premises on behalf of Sublandlord interior climate control, janitorial
and cleaning, access control, elevator, and utility services. Sublandlord shall
cooperate with Subtenant and shall use such reasonable efforts, at Subtenant’s
sole cost and expense, to cause Landlord to provide such services and perform
such obligations for the benefit of Subtenant.  Sublandlord shall not
be obligated to perform and shall not be liable for the performance by Landlord
of any of the obligations assumed and undertaken by Landlord under the Lease,
and Subtenant shall have no claim against Sublandlord by reason of any default
upon the part of Landlord or any failure on the part of Landlord to provide any
service or perform any other obligation that Landlord is obligated to provide or
perform under the Lease.  Notwithstanding the foregoing, Sublandlord
shall use commercially reasonable efforts to enforce its rights to receive
services from Landlord in accordance with the terms of the
Lease.








10.         
Insurance.





(a) Subtenant
shall obtain and keep in force during the Sublease Term all insurance policies
required to be maintained by the Tenant under and in accordance with the terms
of the Lease, including without limitation Section 10.3 of the
Lease.  Subtenant shall name Sublandlord as an additional insured in
any case where Subtenant is required to name Landlord as an additional insured
under the terms of the Lease.  In addition, Subtenant shall maintain
insurance covering Subtenant’s trade fixtures, furniture, equipment, other
personal property and any alterations or improvements made to the Subleased
Premises by or on behalf of Subtenant against such other perils and in such
amounts as Sublandlord may from time to time reasonably require upon not less
than ninety (90) days’ prior notice.  Not later than the Sublease
Commencement Date, and not less than thirty (30) days prior to the expiration
date of each policy providing all or part of the insurance required above,
Subtenant shall furnish to Sublandlord certificates or other proof of
Subtenant’s procurement of the insurance required hereunder which in all cases
are acceptable to Sublandlord as to the insurance from time to time required
hereby, and such other information as may be reasonably requested by
Sublandlord.





(b)
Sublandlord and Subtenant each hereby agree to exercise all reasonable
commercial diligence to have included in each of its hazard insurance policies
pertaining to the Subleased Premises and the property therein, against loss,
damage or destruction by fire or other casualty therein covered a waiver of the
insurer’s right of subrogation against the other party, or, if such waiver
should be unattainable or unenforceable, (i) an express agreement that such
policy shall not be invalidated if the insured waives, before the casualty, the
right of recovery against any party responsible for a casualty covered by the
policy or (ii) any other form of permission for the release of the other
party.  If such waiver, agreement or permission shall not be, or shall
cease to be, obtainable (A) without additional charge, or (B) at all, the
insured party shall so notify the other party promptly after learning
thereof.  In the first such case, if the other party shall so elect
and shall pay the insurer’s additional charge therefor, such waiver, agreement
or permission shall be included in the policy.  Each party hereby
releases the other party with respect to any claim (including a claim for
negligence) which it might otherwise have against the other party for loss,
damage or destruction with respect to the releasing party’s property occurring
during the Sublease Term to the extent to which the releasing party is insured
and receives proceeds under a policy or policies containing a waiver of
subrogation or permission to release liability, as provided in this Section
10(b).  If, notwithstanding the recovery of insurance proceeds by
either party for such loss, damage or destruction of its property, the other
party is liable to the first party with respect thereto or is obligated under
this Sublease to make replacement, repair or restoration or payment, then
(provided the first party’s right of full recovery under its insurance policies
is not thereby prejudiced or otherwise adversely affected) the amount of the net
proceeds of the first party’s insurance against such loss, damage or destruction
shall be offset against the second party’s liability to the first party
therefor, or shall be made available to the second party to pay for replacement,
repair or restoration, as the case may be.  Nothing contained in this
Section 10(b) shall relieve either party of any duty imposed elsewhere in this
Sublease to repair, restore or rebuild the leasehold improvements and
alterations in the Subleased Premises.





11.         
Indemnification
..  Subtenant hereby indemnifies and holds Sublandlord harmless from
and against any and all costs, damages, claims, liability, causes of action,
suits, judgments and expenses (including reasonable attorney’s fees,
disbursements, and actual costs), losses and court costs suffered by or claimed
against Sublandlord, directly or indirectly, for death, bodily injury or
property damage to the extent based on or arising wholly or substantially out of
any negligent acts or omissions of Subtenant or its agents and in respect of all
costs, damages, expenses and liabilities incurred by or asserted against
Sublandlord in connection with or arising out of all such claims, liability
and/or suits, including court costs, reasonable attorneys’ fees and the other
expenses of any action, proceeding or suit pertaining thereto, except to the
extent attributable to the grossly negligent acts or omissions of the
Sublandlord or its agents.  In addition, Subtenant hereby indemnifies
and holds Sublandlord harmless from and against any and all actual out of pocket
attorneys’ fees and expenses incurred in connection with negotiating this
Sublease in the event that the Subleased Premises are recaptured by Landlord
pursuant to the terms of the Lease.   Except as provided in
Section 14 of this Sublease, Subtenant shall not be liable for consequential
damages.




12.                
Default;
Remedies .  (a) It shall constitute a “ Default ” if any of the
following occurs:





(i) Subtenant
shall fail to pay Rent, as and when due, and such failure should continue for
more than five (5) business days after receipt of written notice of such failure
from Sublandlord;





(ii) Subtenant
shall default in any other obligation or covenant hereunder, and if such default
is curable, if such default shall continue for a period of more than fifteen
(15) days after Sublandlord gives written notice to Subtenant specifying the
default; provided that, if such default cannot reasonably be cured within such
fifteen (15) day period, the cure period therefore shall be extended for
such time as is reasonably necessary to effect a cure of such default (but in no
event beyond twenty-five (25) days after such notice is given) on the condition
that Subtenant immediately commences and continuously diligently pursues such a
cure to completion, and that, promptly upon determining that the aforesaid
fifteen (15) day cure period is inadequate, Subtenant shall give notice to
Sublandlord of the steps being taken to cure such default and the amount of time
reasonably estimated by Subtenant to effect such cure; and provided further
that, if Subtenant has defaulted in the performance of the same obligation or
covenant three or more times during the Sublease Term and notice of such default
has been given by Sublandlord in each instance, then no cure period shall
thereafter be applicable hereunder;





(iii)
the Subleased Premises shall not, without the prior written consent of
Sublandlord and Landlord, be occupied by any persons other than Subtenant or its
permitted assigns or subtenants (except their respective guests or invitees, on
an incidental, non-continuing basis), or be used for any purpose or by any
persons other than those permitted hereunder, or if Subtenant shall enter into
or purport to enter into any assignment, subletting or other
transfer.  Notwithstanding the foregoing, Subtenant shall have the
right to permit the Named Affiliates to occupy the Subleased Premises so long as
the Named Affiliates are under common control with Subtenant.





(iv)
Subtenant’s interest in this Sublease or the balance of the leasehold interest
created by this Sublease, or any material portion of the goods and chattels of
Subtenant, shall at any time be seized in execution, attachment or by other
judicial process; provided that no such execution, attachment or other judicial
process shall constitute a Default if Subtenant shall, contemporaneously with
such execution, attachment or other judicial process, provide Sublandlord with
evidence reasonably satisfactory to Sublandlord that Subtenant will be able to
continue to perform all of Subtenant’s obligations hereunder when and as
required;








(v)
Subtenant shall make any general assignment for the benefit of creditors or
become bankrupt or insolvent or take the benefit of any statute for bankrupt or
insolvent debtors, or Subtenant shall take any steps or suffer any order to be
made for its winding-up or other termination of its existence; or a custodian,
trustee, receiver or receiver-manager or agent or other like person shall be
appointed for the assets of Subtenant (including where such receiver or like
person shall be appointed in an involuntary proceeding, if such appointment
shall not be withdrawn within sixty (60) days from the date of appointment);
or





(vi)
Subtenant shall abandon the Subleased Premises.





(b) Upon
the occurrence of any Default, Sublandlord shall have the following rights and
remedies, all of which are cumulative and not alternative and are not to the
exclusion of any other or additional rights and remedies in law or equity
available to Sublandlord by statute or otherwise:  (1) cure any
Default by making any payments or taking any actions required to do so, and
Subtenant shall promptly upon presentation of invoices and reasonable supporting
documentation, pay all amounts reasonably incurred by Sublandlord in curing such
Default, including court costs and reasonable attorneys’ fees and disbursements
in connection therewith, together with interest thereon at the rate of ten
percent (10%) per year; (2) recover all accrued but unpaid Rent, together
with interest thereon at the rate of ten percent (10%) per year;
(3) terminate this Sublease by giving notice of such termination to
Subtenant, and this Sublease shall immediately and automatically terminate upon
the effective date specified in such notice; (4) re-enter and resume
possession of the Subleased Premises and remove all persons and property
therefrom, by any acts or proceedings available by law, without being liable for
any damages therefor, and no such re-entry nor any acceptance of keys from
Subtenant or cancellation of Subtenant’s security passes shall be deemed an
acceptance of the surrender of this Sublease, and in the event of any such
re-entry, Subtenant shall remain liable for all Rent for the balance of the
Sublease Term; (5) in its name but as agent for Subtenant if this Sublease
is not terminated, or in Sublandlord’s own behalf if this Sublease is
terminated, relet the whole or any portion of the Subleased Premises for any
period equal to or greater or less than the period which would have constituted
the balance of the Sublease Term, for any sum and on terms and conditions that
Sublandlord deems suitable and satisfactory, making such alterations, repairs,
or replacements and decorations in and to the Subleased Premises as Sublandlord
deems appropriate in its sole discretion for the purpose of re-letting this
Premises, and the making of such alterations or repairs, replacements and
decorations shall not operate or be construed to release Subtenant from
liability under this Sublease; (6) if this Sublease shall be terminated as
provided in this paragraph, by summary proceedings or otherwise as a result of
any Default, or if Sublandlord shall re-enter the Subleased Premises without
also terminating this Sublease, whether the Subleased Premises shall be relet or
not, Sublandlord shall be entitled to recover from Subtenant an amount equal to
the sum of (a) all accrued and unpaid Rent as of the date of termination or
re-entry plus (b) at the election of Sublandlord in its sole discretion either
(i) any positive difference between the Rent due hereunder and the rent actually
received by reason of any reletting, with any suit brought by Sublandlord to
enforce collection of such difference for any one month not prejudicing
Sublandlord’s right to enforce the collection of any difference for any
subsequent month in subsequent separate actions, as said damages shall have been
made more easily ascertainable by successive relettings and with Sublandlord not
being liable for any failure to relet the Subleased Premises or any part thereof
or for any failure to collect any rent due upon any such reletting or (ii) the
positive difference between the present value of the sum of the monthly
installments of Rent from and after the date of re-entry or termination through
the end of the applicable Sublease Term and the present value of the fair market
rental value of the Subleased Premises over the same period, which present value
is based on a discount rate equal to the then-current average yield on Treasury
bonds maturing at approximately the same time as the Sublease Expiration Date;
and/or (7) recover all reasonable costs, damages, expenses and fees
incurred by Sublandlord in connection with any of the foregoing (including
reasonable brokerage fees in connection with any re-letting(s), court costs and
reasonable attorneys’ fees and disbursements, and any reasonable expense for
putting and keeping the Subleased Premises in good order and for making
alterations, repairs, replacements and decorations in and to the Subleased
Premises and otherwise preparing them for re-letting(s)), which amounts shall be
due and payable by Subtenant to Sublandlord on
demand.  Notwithstanding anything to the contrary contained in this
Sublease, Sublandlord shall use reasonable efforts to re-let
the  Subleased Premises in the event that Sublandlord terminates
Subtenant’s right to possess the Subleased Premises.




(c) In
the event that this Sublease is terminated and/or Subtenant’s right to
possession of the Subleased Premises has terminated, Subtenant hereby
waives:  (i) any right to any notice to cure or vacate or to quit
provided by any present or future laws; and (ii) any and all rights of
redemption under any present or future laws.





(d) Each
of Sublandlord and Subtenant agrees to and does hereby waive trial by jury in
any action, proceeding or counterclaim brought by either of them against the
other in respect of any matters arising out of or in any way connected with this
Sublease, the relationship of sublandlord and subtenant, Subtenant’s use or
occupancy of the Subleased Premises, any claim of injury or damage, or any
statutory remedy.  Subtenant hereby represents and acknowledges that
neither Sublandlord, nor any broker or agent, has represented or otherwise
indicated that Sublandlord under any circumstances whatsoever will not seek to
enforce this waiver of jury trial.





13.         
Repairs and
Maintenance .   Subtenant shall have the sole responsibility, at its
expense, to maintain all furnishings and equipment in the Subleased Premises and
the improvements and equipment in the Subleased Premises in good condition,
repair, and working order, normal wear and tear and damage by insured casualty
or accident excepted.








14.         
Surrender of Premises;
Holdover .





(a)
Upon the Sublease Expiration Date, Subtenant shall fully vacate and surrender
the Subleased Premises to Sublandlord, broom clean and in as good order and
condition as they were on the on the date of this Sublease, ordinary wear and
tear, and insured casualties and damages caused by the elements, fire and other
casualty and accident excepted (provided the insurance proceeds are paid to
Sublandlord).  If Landlord requires that Subtenant remove any
alterations (including the Subtenant’s Work) installed by Subtenant, then
Subtenant shall cause such alterations to be removed prior to the expiration of
the Sublease Term.  Sublandlord shall have no obligation to provide
notice to Subtenant to remove any such alterations.  In the event that
Subtenant fails to surrender the Subleased Premises when and in the condition
required by this Sublease, Subtenant hereby irrevocably agrees that Sublandlord
shall have the right, in its sole discretion, to pursue  any legal
processes then available to Sublandlord to evict Subtenant from the Subleased
Premises.





(b)
In the event that Subtenant shall not, on or before the Sublease Expiration
Date, have returned the Subleased Premises to Sublandlord fully vacant, broom
clean and otherwise in the condition required by this Sublease, then Subtenant
shall, by virtue of this Sublease, become a tenant at sufferance at a monthly
rental equal to two (2) times the monthly installments of Rent due under the
terms of this Sublease, commencing said monthly tenancy with the first day after
the end of the Sublease Term.  Subtenant, as a tenant at sufferance,
shall be subject to all of the conditions and covenants of this Sublease as
though the tenancy had originally been a monthly tenancy.  During the
holdover period, each party hereto shall give to the other at least thirty (30)
days’ written notice to quit the Subleased Premises, except in the event of
nonpayment of monthly installments of Rent when due, or of the breach of any
other covenant by Subtenant, in which event Subtenant shall not be entitled to
any notice to quit, the usual thirty (30) days’ notice to quit being expressly
waived.  Notwithstanding the foregoing, if Sublandlord shall desire to
regain possession of the Subleased Premises promptly at the expiration of the
Sublease Term or any extension thereof, Sublandlord may re-enter and take
possession of the Subleased Premises by any legal action or process in force in
the State of Maryland, without any notice to quit being required, such notice to
quit being hereby waived, and Subtenant shall indemnify and hold harmless
Sublandlord for all damages, whether direct, special, actual, indirect, or
otherwise, as may be incurred by Sublandlord as a result thereof, including
without limitation (i) all reasonable attorneys’ fees and other costs and
expenses of Sublandlord incurred thereby, (ii) the cost of restoring the
Subleased Premises to the condition required by this Sublease as of the Sublease
Expiration Date, and (iii) any damages, claims, expenses or losses that
Sublandlord incurs as a result of Subtenant’s holdover (such as, without
limitation, holdover damages under the Lease).





15.         
Notices
..





(a) Notices
and other communications between Subtenant and Sublandlord in connection with
this Sublease shall be in writing and shall be deemed given upon delivery by
hand, overnight courier, or by certified mail, return receipt requested, to
Sublandlord and to Subtenant at the following addresses.  Notices
shall be deemed given as of the date received, or the date such notices would
have been received but for the addressee’s refusal thereof:





If to Subtenant:





Northwest
Biotherapeutics, Inc.


4800
Montgomery Lane


Bethesda,
Maryland 20814


Attention:  Linda
Powers





with a
copy to:





McMillan
Metro, P.C.


1901
Research Boulevard, Suite 500


Rockville,
Maryland 20850


Attention:
Michael A. Faerber


If to
Sublandlord:
 
 Attention:  Christopher
Smith
 American
Capital, Ltd.
 2
Bethesda Metro Center, 14 th
Floor
 Bethesda,
MD 20814
 
 with a
copy to:
 
 Arnold
& Porter LLP
 555 12th
Street, N.W.
 Washington,
D.C.  20004
 Attention:  Kenneth
L. Schwartz




Either
party may change its recipient and address for notices by a notice to the other
in accordance with the foregoing.





(b) Subtenant
shall promptly furnish Sublandlord with copies of all notices that it receives
from Landlord and Sublandlord shall promptly furnish Subtenant with copies of
all notices that Sublandlord receives from Landlord relating to the Subleased
Premises.




16.          Relationship to Lease
..





(a) 
Subject to Section 16(b) of this Sublease, notwithstanding anything to the
contrary in this Sublease, in the event that the Lease is terminated prior to
its scheduled expiration date, this Sublease shall thereupon immediately
terminate.





(b) Sublandlord
hereby agrees not voluntarily to permit any termination of the Lease (except as
a result of casualty or condemnation or other rights Sublandlord has in the
Lease to terminate the same).  This Section 16(b) shall not apply
to any modifications to rules and regulations (including parking rules and
regulations) as may be promulgated from time to time.





(c)
Subtenant acknowledges that it has received and reviewed the Lease (redacted to
delete certain business or confidential terms).  Subtenant’s rights
pursuant to this Sublease are subject and subordinate at all times to the Lease
and to all of the terms, covenants, and agreements of the Lease, except as
expressly modified by this Sublease.  Subtenant shall not do or permit
anything to be done in, or in connection with Subtenant’s use or occupancy of,
the Subleased Premises, which would violate any of the unredacted terms,
covenants, or agreements of the Lease.  Except as modified hereby,
Subtenant covenants and agrees to perform, observe and fulfill all of
Sublandlord’s unredacted obligations, duties, undertakings, and covenants under
the Lease which relate to the Subleased Premises and Subtenant’s rights
hereunder.  Except as modified hereby, except for any provisions of
this Sublease which conflict with the Lease (in which case the provisions of
this Sublease shall control as between Sublandlord and Subtenant) and except as
provided below, Sublandlord shall have the same obligations to Subtenant and
rights of Landlord against Subtenant with respect to this Sublease, as the
“Landlord” has with respect to and against the “Tenant” pursuant to the Lease,
and Subtenant shall have the same obligations to Sublandlord and rights of
Tenant against Sublandlord with respect to this Sublease, as the “Tenant” has
with respect to and against the “Landlord” pursuant to the
Lease.  Sublandlord may enforce directly against Subtenant any of the
rights and remedies granted to Landlord pursuant to the Lease.  The
foregoing notwithstanding, the provisions of the Lease described on Exhibit D attached hereto
shall not be applicable to this Sublease.  Sublandlord may enforce
directly against Subtenant any of the rights and remedies granted to Landlord
pursuant to the Lease.  Nothing in this Sublease shall be construed or
interpreted to grant any greater rights than Sublandlord has received as Tenant
from Landlord pursuant to the Lease.





(d)
If Subtenant desires to take an action which, under the applicable provisions of
the Lease, requires the approval or consent of Landlord, then Subtenant shall
not take such action until Landlord has provided its approval or consent in
connection therewith.





17.         
Subleasing and
Assignment .  Subtenant shall not assign this Sublease or
sub-sublease all or any portion of the Subleased Premises without the prior
written consent of Sublandlord, which consent may be withheld in the sole and
absolute discretion of Sublandlord.  Any attempt by Subtenant to
assign this Sublease or sub-sublease all or any portion of the Subleased
Premises without the prior written consent of Sublandlord shall be void ab initio and shall be deemed
null, void and ineffective.





18.         
Sublease
Consent .  The parties acknowledge and agree that the Lease
provides that Sublandlord’s ability to sublet the Subleased Premises is subject
to the consent of the Landlord, and therefore, a condition to the effectiveness
of this Sublease is that the Landlord execute and deliver the Sublease Consent
in a form reasonably satisfactory to Sublandlord.   Sublandlord shall
use reasonable efforts to obtain such consent, and Subtenant shall reasonably
cooperate with Sublandlord in connection with those efforts, including, without
limitation, promptly delivering such financial and other information and
documentation that Landlord reasonably requests.  If, notwithstanding
such reasonable efforts, Landlord does not execute a Sublease Consent in form
reasonably satisfactory to Sublandlord by March 18 , 2010 this Sublease shall be
null and void and of no further effect, in which case Sublandlord and Subtenant
shall promptly return to one another any items or funds delivered to the other
pursuant to this Sublease, and neither shall have any further obligations to the
other hereunder.   Sublandlord will request that Landlord incorporate
into the Sublease Consent Landlord’s agreement to recognize this Sublease as a
direct lease between Landlord and Subtenant in the event of the termination of
the Lease prior to its scheduled expiration date.  Subtenant
acknowledges and agrees that the effectiveness of this Sublease shall not be
contingent on Landlord’s agreement to recognize the Sublease as a direct lease
in the event of the termination of the Lease prior to its scheduled expiration
date.





19.         
Brokers .
Sublandlord and Subtenant each represents and warrants to the other that it has
not dealt with any broker or finder in connection with this Sublease, other than
CBRE and Jones Lang LaSalle (“ Broker
”).  Sublandlord and Subtenant shall each indemnify and hold the other
harmless from the indemnifying party’s breach of the foregoing representation
and warranty.  Sublandlord shall pay a leasing commission to Broker
pursuant to a separate agreement between Sublandlord and Broker. 
Sublandlord and Subtenant each represents and warrants to the other that, except
as hereinafter set forth, neither of them has employed any broker in procuring
or carrying on any negotiations relating to this
Sublease.  Sublandlord and Subtenant shall indemnify and hold each
other harmless from any loss, claim or damage relating to the breach of the
foregoing representation and warranty.  Sublandlord recognizes only
CBRE, as Subtenant’s agents, and Jones Lang LaSalle, as Sublandlord’s agent, as
brokers with respect to this Sublease.  Sublandlord shall be
responsible for the payment of any leasing commissions owed to Jones Lang
LaSalle pursuant to a separate agreement between Sublandlord
and  Jones Lang LaSalle.  Jones Lang LaSalle shall be solely
responsible for compensating CBRE pursuant to a separate agreement between
them.








20.         
Parking
..  Sublandlord shall allocate to Subtenant Sublandlord’s right under
the Lease to lease 1 parking space per 550 rentable square feet of the Subleased
Premises at prevailing market rents in accordance with the terms of the
Lease.  Subtenant shall be obligated to pay the market price for such
spaces directly to the parking garage operator.  If Subtenant desires
to lease fewer than the maximum number of parking spaces available to Subtenant
pursuant to this Section 20, Subtenant shall notify Sublandlord sixty (60) days
in advance of relinquishing such spaces.




21.         
Estoppel
Certificate . Subtenant shall, without charge, at any time and from time
to time, within five (5) business days of request therefor by Sublandlord,
execute, acknowledge and deliver a written estoppel certificate certifying, as
of the date of such estoppel certificate, the following:  (a) whether
or not this Sublease is unmodified and in full force and effect (or if there has
been a modification, whether or not the Sublease is in full force and effect as
modified and setting forth such modifications); (b) whether or not the Sublease
Term has commenced and the full rental is now accruing; (c) the amounts of Rent
currently due and payable by Subtenant; (d) that no Basic Rent (except the first
installment thereof) has been paid more than thirty (30) days in advance of its
due date; (e) whether or not Subtenant has accepted possession of the Subleased
Premises and is currently operating its business therein; (f) that Subtenant has
no knowledge of any then uncured defaults by Sublandlord of its obligations
under this Sublease (or, if Subtenant has such knowledge, specifying the same in
detail); (g) the address to which notices to Subtenant should be sent; and (h)
any other information reasonably requested by Sublandlord related to this
Sublease.





22.         
Miscellaneous
..





(a)
This Sublease contains the entire agreement between Sublandlord and Subtenant
with respect to the use and occupancy of the Subleased Premises, and any
agreement hereafter made shall be ineffective to amend or modify this Sublease
in whole or in part unless such agreement is in writing and is signed by the
party against whom enforcement of the change, modification or discharge is
sought.  This Sublease shall bind and inure to the benefit of the
parties hereto and their respective successors and their respective permitted
assigns.  Whenever used in this Sublease, the word “including” shall
be deemed to mean “including without limitation”.  Captions used in
this Sublease are for convenience of reference only, and shall be of no force or
effect in the construction or interpretation of this
Sublease.  References to “Sections,” “paragraphs,” and “Exhibits” are
to the corresponding portions of this Sublease, unless expressly stated to the
contrary.  Time is of the essence in this Sublease and of all
provisions hereof, except as expressly set forth to contrary
herein.  Nothing contained in this Sublease shall be deemed or
construed as creating the relationship of principal and agent, partnership, or
joint venture between Sublandlord and Subtenant, nor any relationship whatsoever
other than that of sublandlord and subtenant.  This Sublease shall be
construed in accordance with the laws of the State of
Maryland.  Subtenant shall have no right to record in the applicable
land records this Sublease or any memorandum thereof.  The submission
of this Sublease by Sublandlord to Subtenant shall not constitute an offer by
Sublandlord and Sublandlord shall not be bound in any way unless and until this
Sublease is executed and delivered by both parties and the same is consented to
by Landlord, if applicable.





(b)  Each party represents and warrants to the other
that it has the power and authority to enter into this Sublease, and that this
Sublease is the valid and binding obligation of such party and is enforceable
against it in accordance with its terms, subject to general equitable principles
and creditors’ rights.





[signatures
appear on following page]








IN
WITNESS WHEREOF, Sublandlord and Subtenant have respectively executed this
Sublease as of the day and year first above written.




SUBLANDLORD:AMERICAN
      CAPITAL, LTD.By:Name:Its:SUBTENANT:NORTHWEST
      BIOTHERAPEUTICS, INC.By:Name:Its:








List of
Exhibits





Exhibit
      A
            Copy of
    Lease


Exhibit
      B
            Form of Sublease
      Consent


Exhibit
      C
            Excluded Lease
      Provisions








EXHIBIT A





COPY OF
LEASE





(See
attached)








EXHIBIT
B




DEPICTION OF SUBLEASED
PREMISES





EXHIBIT C




CONSENT TO
SUBLEASE








EXHIBIT
D





EXCLUDED LEASE
PROVISIONS





Original Lease
:





Summary
of Basic Lease Information - Section 9, Section 11, Section 12, Section
13


Article
28


Section
29.26


Article
30


Article
31


Article
32


Article
33


Exhibit
B





Amendment :