exv10w8w2



 





Exhibit 10.8.2




SECOND AMENDMENT

TO THE LEASE BETWEEN

B. F. SAUL REAL ESTATE INVESTMENT TRUST

AND
 BBI-BIOTECH RESEARCH LABORATORIES, INC.




     THIS SECOND AMENDMENT TO LEASE is made and entered into this 9 day of December, 1997 by and between
B. F. SAUL REAL ESTATE INVESTMENT TRUST (hereinafter referred to as “Landlord”) and BBI-BIOTECH
RESEARCH LABORATORIES, INC., a Massachusetts corporation (hereinafter referred to as “Tenant”),



     WHEREAS, Landlord and Tenant have entered into that certain Lease dated May 16, 1997, as
amended by that certain First Amendment to Lease dated October 14, 1997 and that certain Letter
Agreement dated October 15, 1997 (collectively, the “Lease”) for approximately 32,500 square feet
of rentable space (“original Premises”) located at 215 Perry Parkway (the “Building”) , situated on
Avenel Business Park, Gaithersburg, Maryland (the “Property”) ; and



     WHEREAS, the parties hereto desire to enter into this Second Amendment to Lease for the
purposes hereinafter set out.



     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:



     1. PREMISES. Article 1 of the Lease is hereby amended to
include additional space containing approximately 3,912 square
feet as shown crosshatched on Exhibit A-l (the “Additional
Space”) , attached hereto and made a part hereof. Except as set
forth herein, Tenant takes the Additional Space in “as-is”
condition. As of the Effective Date (as hereinafter defined),
the Gross Area as defined in the Lease, shall be expanded to
include the Additional space, and all references in the Lease to
the “Gross Area” shall include both the original Premises and the
Additional Space. It is understood and agreed upon by and
between Landlord and Tenant that, except as modified herein, all
of the terms and conditions of the Lease, shall apply to the
Additional Space as though the same were originally a portion of
the Gross Area as defined in the Lease.



     2. EFFECTIVE DATE. The effective date of this Second
Amendment shall be the date hereof.



     3. RENT. (A) Commencing on November 1, 1997,
subparagraphs (i) through (x) of Article 3(a) of the Lease shall
be replaced with the following:



1









 





     (i) Tenant shall pay Base Rent in the amount of Three Hundred Twenty-five Thousand and
No/One-Hundredth Dollars ($325,000.00) per annum, payable in equal monthly installments of
Twenty-seven Thousand Eighty-three and Thirty-three/One-Hundredth Dollars ($27,083.33) each, for
the period of November 1, 1997 through December 31, 1997;



     (ii) Tenant shall pay Base Rent in the amount of Four Hundred Twenty-six Thousand Two Hundred
Fifty and No/One-Hundredth Dollars ($426,250.00) per annum, payable in equal monthly installments
of Thirty-five Thousand Five Hundred Twenty and Eighty-three/One-Hundredth Dollars ($35,520.83)
each, for the period of January 1, 1998 through February 28, 1998;



     (iii) Tenant shall pay Base Rent in the amount of Four Hundred Seventy-nine Thousand Sixty-two
and No/One-Hundredth Dollars ($479,062.00) per annum, payable in equal monthly installments of
Thirty-nine Thousand Nine Hundred Twenty-one and Eighty-three/One-Hundredth Dollars ($39,921.83)
each, for the period of March 1, 1998 through October 31, 1998;



     (iv) Tenant shall pay Base Rent in the amount of Four Hundred Ninety-three Thousand Four
Hundred Thirty-three and No/One-Hundredth Dollars ($493,433.00) per annum, payable in equal monthly
installments of Forty-one Thousand One Hundred Nineteen and Forty-two/One-Hundredth Dollars
($41,119.42) each, for the period of November 1, 1998 through October 31, 1999;



     (v) Tenant shall pay Base Rent in the amount of Five Hundred Eight Thousand Two Hundred
Thirty-four and No/One-Hundredth Dollars ($508,234.00) per annum, payable in equal monthly
installments of Forty-two Thousand Three Hundred Fifty-two and Eighty-three/One-Hundredth Dollars
($42,352.83) each, for the period of November 1, 1999 through October 31, 2000;



     (vi) Tenant shall pay Base Rent in the amount of Five Hundred Twenty-three Thousand Four
Hundred Eighty-one and No/One-Hundredth Dollars ($523,481.00) per annum, payable in equal monthly
installments of Forty-three Thousand Six Hundred Twenty-three and Forty-two/One-Hundredth Dollars
($43,623.42) each, for the period of November 1, 2000 through October 31, 2001;



     (vii) Tenant shall pay Base Rent in the amount of Five Hundred Thirty-nine Thousand One
Hundred Eighty-five and No/One-Hundredth Dollars ($539,185.00) per annum, payable in equal monthly
installments of Forty-four Thousand Nine Hundred Thirty-two and Eight/One-Hundredth Dollars
($44,932.08) each, for the period of November 1, 2001 through October 31, 2002;



     (viii) Tenant shall pay Base Rent in the amount of Five Hundred Seventy-nine Thousand
Two Hundred Seventy-three and



2









 




No/One-Hundredth Dollars ($579,273.00) per annum, payable in equal monthly installments of
Forty-eight Thousand Two Hundred Seventy-two and Seventy-five/One-Hundredth Dollars ($48,272.75)
each, for the period of November 1, 2002 through October 31, 2003;




     (ix) Tenant shall pay Base Rent in the amount of Five Hundred Ninety-five Thousand Nine
Hundred Thirty-four and No/One-Hundredth Dollars ($595,934.00) per annum, payable in equal monthly
installments of Forty-nine Thousand Six Hundred Sixty-one and Seventeen/One-Hundredth Dollars
($49,661.17) each, for the period of November 1, 2003 through October 31, 2004;



     (x) Tenant shall pay Base Rent in the amount of Six Hundred Thirteen Thousand Ninety-five and
No/One-Hundredth Dollars ($613,095.00) per annum, payable in equal monthly installments of
Fifty-one Thousand Ninety-one and Twenty-five/One-Hundredth Dollars ($51,091.25) each, for the
period of November 1, 2004 through October 31, 2005;



     (xi) Tenant shall pay Base Rent in the amount of Six Hundred Thirty Thousand Seven Hundred
Seventy-one and No/One-Hundredth Dollars ($630,771.00) per annum, payable in equal monthly
installments of Fifty-two Thousand Five Hundred Sixty-four and Twenty-five/One-Hundredth Dollars
($52,564.25) each, for the period of November 1, 2005 through October 31, 2006;



     (xii) Tenant shall pay Base Rent in the amount of Six Hundred Forty-eight Thousand Nine
Hundred Seventy-seven and No/One-Hundredth Dollars ($648,977.00) per annum, payable in equal
monthly installments of Fifty-four Thousand Eighty-one and Forty-two/One-Hundredth Dollars
($54,081.42) each, for the period of November 1, 2006 through the end of the term.



     (B) The following paragraph shall be added to Article 3 of the Lease:



     “(d) When the square footage of the Additional Space is determined by Landlord’s architect, in
accordance with Article 1, the Base Rent (calculated at $13.50 per square foot increased by three
percent (3%) (“Annual Adjustment”) on the first day of the second Lease Year and on the first day of
each Lease Year thereafter during the Term), the computation of all additional charges and
Additional Rent payable by Tenant under this Lease, and Landlord’s Contribution (as defined in
paragraph 5 of this Amendment) that are based on the Premises’ rentable square footage, shall be
deemed automatically increased or decreased based on the square footage as thus determined by
Landlord’s architect, and Landlord and Tenant shall execute and deliver an agreement, in a form
substantially similar to the form attached hereto as Exhibit B, setting forth the rentable square
footage of



3









 




the Premises as increased by the Additional Space thus determined and the proper Base Rent,
Operating Costs, Real Estate Taxes, Pro-Rata Share and Landlord’s Contribution, in proportion to
such increase or decrease. In addition to the foregoing rental, as of the sixth (6th) Lease Year,
Tenant shall pay Landlord an additional $1.00 per square foot of Additional Space; provided,
however, the $1.00 per square foot increase in Base Rent as set forth herein shall not be subject
to the Annual Adjustment.”




     4. SECURITY DEPOSIT. That certain letter from M. Laurence
Milspaugh to Tenant dated October 8, 1997 is hereby deemed null
and void and Article 3(b) of the Lease is hereby modified to
replace the words and numbers “Twenty-seven Thousand Eighty-Three
and Thirty-Three One Hundredth Dollars ($27,083.33)” with
“Thirty-nine Thousand Nine Hundred Twenty-one and Eighty-Three
One Hundredth Dollars ($39,921.83).”



     5. LANDLORD’S CONTRIBUTION. Landlord agrees to contribute
up to Twenty-four and 00/100 Dollars ($24.00) per square foot of
Additional Space towards the actual amount expended by Tenant to
construct and improve the Additional Space in accordance with
plans approved by Landlord. Notwithstanding the foregoing, (i)
Tenant may allocate up to $9.00 per square foot of the foregoing
contribution for the Additional Space, towards Tenant’s
improvements to the original Premises, and (ii) if, upon
completion of Tenant’s improvements to the Additional Space in
accordance with approved plans, a portion of Landlord’s
Contribution to improve the Additional space has not been
expended by Tenant, Tenant may allocate the unexpended portion to
the improvements to the original Premises. Such costs will
include all architectural or engineering design costs, the costs
of obtaining permits and approvals for the work, plan review and
similar charges, and, in the event Landlord, as General
Contractor, supervises the construction of Tenant’s improvements
to the Additional Space, a construction supervision fee of not
more than eight percent (8%) of Landlord’s Contribution.
Landlord’s Contribution will be payable to Tenant within thirty
(30) days from the date Tenant substantially completes the work
in accordance with plans reasonably approved by Landlord as
provided in the Lease, commences business operations in the
Additional Space and the original Premises and delivers to
Landlord each of the following:



     (a) executed and notarized final lien releases in the form
substantially as shown on Exhibit C, attached hereto and made a
part hereof, from all contractors, subcontractors and materialmen
performing work on the Additional Space;



     (b) Tenant’s executed commencement and estoppel certificate
for the Premises as increased herein; and



4









 





     (c) final, unconditional approval for occupancy from the applicable governmental jurisdiction
for the Additional Space. Tenant shall provide Landlord with a Certificate of Occupancy for the
Premises upon receipt of same from the applicable governmental jurisdiction.



     All costs exceeding Landlord’s Contribution shall be paid for by Tenant. In the event of a
default by Tenant or its contractor in performing the work set forth herein in accordance with
approved plans, Landlord shall have the right, at its sole option and at Tenant’s expense, with
five (5) days written notice to Tenant, to perform any work as required due to errors or omissions,
the working drawings, field conditions, or requirement of the City of Gaithersburg, Montgomery
County or the State of Maryland to obtain building and occupancy permits.



     6. It is expressly understood that Tenant shall not be
excused from the observance or performance of any of the terms
and provisions of the Lease during the construction of the
Additional Space.



     7. Guarantor hereby expressly agrees that it shall
continue to be liable for the performance of all covenants and
conditions of the Lease and any amendments, modifications,
renewals of the Lease (including those made hereby). Guarantor
joins in the execution hereof to evidence its consent hereto and
continuing obligations with regard to the Guaranty of Lease.



     8. Except as specifically modified hereby, the Lease shall
remain in full force and effect in accordance with the terms
contained therein and is hereby ratified, approved and confirmed
in all respects.



     9. Any agreement, obligation or liability made, entered
into or incurred by or on behalf of B. F. Saul Real Estate
Investment Trust binds only its trust property and no
shareholder, trustee, officer, director, employee, partner or
agent of the trust assumes or shall be held to any liability
therefor.



     10. The provisions of this Second Amendment to Lease shall
be binding upon the parties hereto, their successors, and to the
extent permitted under the Lease, their assigns.



     11. INTERPRETATION. The submission of this Amendment for
examination does not constitute an agreement, an option or an
offer, and this Amendment becomes effective only upon execution
and delivery thereof by Landlord. Neither party shall have any
legal obligation to the other in the event that the Amendment
contemplated herein is not consummated for any reason.
Discussions between the parties respecting the proposed Amendment



5









 




described herein, shall not serve as a basis for a claim against either party or any officer,
director or agent of either party. Captions and headings are for convenience and reference only
and shall not in any way define, limit or describe the scope or content of any provision of
this Amendment. Whenever in this Amendment (i) any printed portion, or any part thereof, has
been stricken out, or (ii) any portion of the Lease (as the same may have been previously
amended) or any part thereof, has been modified or stricken out, then, in either of such
events, whether or not any replacement provision has been added, this Amendment and the Lease
shall hereafter be read and construed as if the material so stricken out were not included, and
no implication shall be drawn from the text of the material so stricken out which would be
inconsistent in any way with the construction or interpretation which would be appropriate if
such material had never been contained herein or in the Lease. The Exhibits referred to in this
Amendment and attached hereto are a substantive part of this Amendment and are incorporated
herein by reference.




     WITNESS the following signatures and seals.



	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	TENANT:	 	 	 	 
	 	 	 	 	BBI-Biotech Research Laboratories, Inc.,

a Massachusetts corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Richard T. Schumacher	 	 	 	By:	 	/s/ Kevin W. Quinlan	 	(seal)
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Printed Name:
	 	Kevin W. Quinlan	 	 
	 

	 	 	 	 	 	Title:
	 	CFO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	LANDLORD:	 	 
	 	 	 	 	B. F. SAUL REAL ESTATE INVESTMENT TRUST	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Signature	 	 	 	By:	 	/s/ Philip D. Caraci	 	(seal)
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Printed Name:
	 	Philip D. Caraci	 	 
	 

	 	 	 	 	 	Title:
	 	Sr. Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	GUARANTOR:	 	 
	 	 	 	 	Boston Biomedica, Inc.,

a Massachusetts corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Kevin W. Quinlan	 	 	 	By:	 	/s/ Richard T. Schumacher	 	(seal)
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Printed Name:
	 	RICHARD T. SCHUMACHER	 	 
	 

	 	 	 	 	 	Title:
	 	CEO	 	 







6











 





SECRETARY’S
CERTIFICATE




I, CANDICE J. KOBYLUCK,
Secretary of BBI-Biotech Research Laboratories, Inc., a Massachusetts corporation, do hereby
certify (i) that the foregoing and annexed second Amendment to Lease was executed and delivered
pursuant to, and in strict conformity with the provisions of resolutions of the Board of
Directors of said Corporation validly adopted at a regularly called meeting of said Board of
Directors, and that a quorum was present at said meeting (or validly adopted by unanimous
written consent of said Board of Directors in lieu of a meeting), in conformity with the laws
of the state of incorporation of said Corporation; and (ii) that the following is a true,
correct and complete reproduction of such resolutions:




     RESOLVED:
That Kevin W. Quinlan                                                  

                                                  (Name)                              (Title)

of the Corporation, shall be and is hereby authorized and
empowered, for and on behalf of the Corporation, to execute,
acknowledge and deliver the foregoing and annexed second Amendment
to Lease between B.F. SAUL REAL ESTATE INVESTMENT TRUST, as
Landlord, and BBI-Biotech Research Laboratories, Inc., as
Tenant, for those certain Premises located at 215 Perry Parkway,
Avenel Business Park, Gaithersburg, Montgomery County, Maryland,
as well as any and all related documents, in order to
expeditiously provide for the leasing of such Premises, and in so
doing, to make any and all related changes therein or
modifications thereof as he, in his sole discretion, acting for
and on behalf of the Corporation, shall deem necessary or
advisable, and all of the officers of the Corporation are hereby
authorized, directed and empowered to do any and all acts or
things as shall be necessary or advisable in order to effectuate
the foregoing resolution.



	 	 	 	 	 
	 	 	 
	 /s/ Candice J. Kobyluck
 	 	 
	Secretary 	 	 



PRINTED NAME: Candice J. Kobyluck

DATE: 11/18/97





7









 








SECRETARY’S
CERTIFICATE





     I, Candice J. Kobyluck,
Secretary of Boston Biomedica Inc., a Massachusetts corporation, do hereby certify (i) that the
foregoing and annexed second Amendment to Lease was executed and delivered pursuant to, and in
strict conformity with the provisions of resolutions of the Board of Directors of said Corporation
validly adopted at a regularly called meeting of said Board of Directors, and that a quorum was
present at said meeting (or validly adopted by unanimous written consent of said Board of Directors
in lieu of a meeting), in conformity with the laws of the state of incorporation of said
Corporation; and (ii) that the following is a true, correct and complete reproduction of such
resolutions:



     RESOLVED: That
Richard T. Schumacher                                        

                                                  (Name)                              (Title)

of the Corporation, shall be and is hereby authorized and
empowered, for and on behalf of the Corporation, to execute,
acknowledge and deliver the foregoing and annexed second Amendment
to Lease between B.F. SAUL REAL ESTATE INVESTMENT TRUST, as
Landlord, and BBI-Biotech Research Laboratories, Inc., as
Tenant, for those certain Premises located at 215 Perry Parkway,
Avenel Business Park, Gaithersburg, Montgomery County, Maryland,
as well as any and all related documents, in order to
expeditiously provide for the leasing of such Premises, and in so
doing, to make any and all related changes therein or
modifications thereof as he, in his sole discretion, acting for
and on behalf of the Corporation, shall deem necessary or
advisable, and all of the officers of the Corporation are hereby
authorized, directed and empowered to do any and all acts or
things as shall be necessary or advisable in order to effectuate
the foregoing resolution.



	 	 	 	 	 
	 	 	 
	            /s/ Candice J. Kobyluck
 	 	 
	Secretary 	 	 



PRINTED NAME: Candice J. Kobyluck

DATE: 11/18/97





8









 








EXHIBIT A-1










 











 





EXHIBIT B




AGREEMENT




MADE as of the     
                 day of  
                 
                 
                 
         19       
             .




BY
AND BETWEEN 


B. F. SAUL REAL ESTATE INVESTMENT TRUST (“Landlord”)



AND




BBI-BIOTECH RESEARCH LABORATORIES, INC. (“Tenant”).




WITNESSETH:




     WHEREAS, on May 16, 1997, Landlord and Tenant entered into a certain Lease, as amended by
that First Amendment to the Lease dated October 14, 1997, and that Letter Agreement dated
October 15, 1997, (hereinafter collectively called the
“Lease”); and



     NOW, THEREFORE, Pursuant to the terms of the Lease, Landlord and Tenant hereby set forth the
following information with respect to the Premises:



     1. The Premises contains                                             
                 rentable square
feet of space.



     2. The annual Base Rent for the Premises payable under the
Lease is as set forth in the schedule below:



     3. Tenant’s Pro-Rata Share is  
                  
               
       percent (             ).



     4. Landlord’s Contribution toward Tenant improvements is  
            
       
           
          
Dollars ($                                               ).



     5. Except as specifically modified hereby, the Lease shall
remain in full force and effect in accordance with the terms
contained therein and is hereby ratified, approved and confirmed
in all respects.



     6. Any agreement, obligation or liability made, entered
into or incurred by or on behalf of B. F. Saul Real Estate
Investment Trust binds only its trust property and no
shareholder, trustee, officer, director, employee, partner or
agent of the trust assumes or shall be held to any liability
therefor.



     7. The provisions of this Agreement shall be binding upon
the parties hereto, their successors, and to the extent permitted
under the Lease, their assigns.



     8. The submission of this Agreement for examination does
not constitute an agreement, an option or an offer, and this
Agreement becomes effective only upon execution and delivery
thereof by Landlord. Captions and headings are for convenience
and reference only and shall not in any way define, limit or
describe the scope or content of any provision of this Agreement.
Whenever in this Agreement (i) any printed portion, or any part
thereof, has been stricken out, or (ii) any portion of the Lease
(as the same may have been previously amended) or any part
thereof, has been modified or stricken out, then, in either of



 









 





such events, whether or not any replacement provision has been added, this Agreement and the Lease
shall hereafter be read and construed as if the material so stricken out were not included, and no
implication shall be drawn from the text of the material so stricken out which would be
inconsistent in any way with the construction or interpretation which would be appropriate if such
material had never been contained herein or in the Lease.



     WITNESS the due execution hereof.



	 	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	Tenant:	 	 
	 	 	 	 	BBI-Biotech Research Laboratories, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	Guarantor:	 	 
	 	 	 	 	Boston Biomedica, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	Landlord:	 	 
	 	 	 	 	B. F. Saul Real Estate Investment Trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 

	 	 






 









 






SECRETARY’S CERTIFICATE



I,                                                                        
                                                                     ,
Secretary of BBI-Biotech Research Laboratories, Inc., a Massachusetts corporation, do hereby
certify (i) that the foregoing and annexed Agreement was executed and delivered pursuant to, and in
strict conformity with the provisions of resolutions of the Board of Directors of said Corporation
validly adopted at a regularly called meeting of said Board of Directors, and that a quorum was
present at said meeting (or validly adopted by unanimous written consent of said Board of Directors
in lieu of a meeting), in conformity with the laws of the state of incorporation of said
Corporation; and (ii) that the following is a true, correct and complete reproduction of such
resolutions:



RESOLVED: That    
                  
                  
                 
               
         



(Name)            
                (Title)





of the Corporation, shall be and is hereby authorized and empowered, for and on behalf of the
Corporation, to execute, acknowledge and deliver the foregoing and annexed Agreement between B.F.
SAUL REAL ESTATE INVESTMENT TRUST, as Landlord, and BBI-Biotech Research Laboratories, Inc., as
Tenant, for those certain Premises located at 215 Perry Parkway, Avenel Business Park,
Gaithersburg, Montgomery County, Maryland, as well as any and all related documents, in order to
expeditiously provide for the leasing of such Premises, and in so doing, to make any and all
related changes therein or modifications thereof as he, in his sole discretion, acting for and
on behalf of the Corporation, shall deem necessary or advisable, and all of the officers of the
Corporation are hereby authorized, directed and empowered to do any and all acts or things as
shall be necessary or advisable in order to effectuate the foregoing resolution.



	 	 	 	 	 
	 	 	 
	Secretary
	 	 
	PRINTED NAME:

	 	 

	 	 
	DATE:

	 	 

	 	 
	 

	 	 

	 	 






11









 






SECRETARY’S CERTIFICATE




I,                                                                   
                                  ,



Secretary of Boston Biomedica Inc., a Massachusetts corporation,
do hereby certify (i) that the foregoing and annexed Agreement was executed and delivered pursuant
to, and in strict conformity with the provisions of resolutions of the Board of Directors of said
Corporation validly adopted at a regularly called meeting of said Board of Directors, and that a
quorum was present at said meeting (or validly adopted by unanimous written consent of said Board
of Directors in lieu of a meeting), in conformity with the laws of the state of incorporation of
said Corporation; and (ii) that the following is a true, correct and complete reproduction of such
resolutions:



RESOLVED: That     
                  
                   
                    
                   



(Name)          
                  (Title)



of the Corporation, shall be and is hereby authorized and empowered, for and on behalf of the
Corporation, to execute, acknowledge and deliver the foregoing and annexed Agreement between B.F.
SAUL REAL ESTATE INVESTMENT TRUST, as Landlord, and BBI-Biotech Research Laboratories, Inc., as
Tenant, for those certain Premises located at 215 Perry Parkway, Avenel Business Park,
Gaithersburg, Montgomery County, Maryland, as well as any and all related documents, in order to
expeditiously provide for the leasing of such Premises, and in so doing, to make any and all
related changes therein or modifications thereof as he, in his sole discretion, acting for and on
behalf of the Corporation, shall deem necessary or advisable, and all of the officers of the#
Corporation are hereby authorized, directed and empowered to do any and all acts or things as
shall be necessary or advisable in order to effectuate the foregoing resolution.




	 	 	 	 	 
	 	 	 
	Secretary
	 	 
	PRINTED NAME:

	 	 

	 	 
	DATE:

	 	 

	 	 
	 

	 	 

	 	 






 









 






EXHIBIT C




FINAL RELEASE AND WAIVER OF LIEN



WHEREAS, the undersigned,     
                  
                   
                
                  
                 
               
              
(Contractor) has been employed by              
                   
                   
                   
                   
                    
          
      
(Owner) to furnish       
           
            
            
            
         
           
         
           
         
          
         
          
         
           
         
           
           
           
           
           
           
           
           
     



 




 




 




        
                  
               (Work) for the Premises known as  
                    
                  
                   
                 
      (Premises).




     NOW, THEREFORE, in consideration of $  
                 
                 
                  
                  
                  
       
which represents
full and complete payment for the Work, the Contractor does hereby:



1. Release, remise and forever discharge the Owner of the
premises or their successors or assigns, from any and all claims,
demands, and causes of action which the Contractor has, might
have, or could have against Owner’s agent or Owner by reason of,
or arising out of the Work.



2. Waive and release any and all liens or rights against the
Premises on account of labor and/or material furnished by the
Contractor which the Contractor has under the law and statutes
relating to Materialmen or Mechanic’s Liens of the State in which
the Premises are located.



3. Agree to indemnify and save the Owner of the Premises on
account of any liens, claims or demands which may be asserted by
any employee, supplier or subcontractor of the Contractor on
account of labor performed or material furnished by such person
to the Contractor in connection with the Work.



     WITNESS our hand and seal this  
                  
  day of                
                  
       , 19        
            .



ATTESTED:



By:        
                 
                 
                  
                
     (Seal)



Printed Name :                                                             



Title:                                                             



Tax Identification Number:                                         




	 	 	 	 	 
	CONTRACT AMOUNT
	 	$	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Actual Cash Payments to Date
	 	$	 	 
	 
	 	 	 	 
	Final Payment
	 	$	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	TOTAL PAYMENTS ON THIS CONTRACT
	 	$