Exhibit 10.1


 


THIRD
AMENDMENT TO LEASE


 


Landlord and Tenant acknowledge and agree that the Tenant under the
Lease is and has always been intended to be Biosphere Medical, Inc. The
scrivener’s error in describing the Tenant as Biosphere, Inc. is hereby
corrected as of the date the Lease was first signed.


 


Reference is made to a
certain Lease dated January 7, 2000, by and between Thomas J.
Teuten and John H. Spurr, Jr., Trustees of 1050 Hingham Street Realty
Trust,  (“Landlord”) and BioSphere
Medical, Inc.  (“Tenant”), and
as amended, for Leased Premises located at 1050 Hingham Street, Rockland,
Massachusetts (the “Lease”).


 


Now therefore, in consideration of these presents and
other good and valuable consideration, Landlord and Tenant agree that the Lease
is hereby amended as follows:


 


1.                                       Effective
on the Third Amendment Commencement Date, the Leased Premises is increased to
include the “Expansion Space”, as shown in Exhibit A-3 of the First
Amendment to Lease.


 


2.                                       Rentable
Square Footage of the Leased Premises set forth in the Reference Data Section is
increased by the area of the Expansion Space, 5,198 square feet, making the
total area approximately 12,995 square feet, effective on the Third Amendment
Commencement Date, defined below.


 


3.                                       The
Lease Term set forth in the Reference Data Section is extended through February 28,
2009.


 


4.                                       The
Base Rent set forth in the Reference Data Section is revised to substitute
the following schedule effective on the Third Amendment Commencement Date,
which shall be March 1, 2006.


 


	
  Period

  	
   

  	
  Annual

  Rent

  	
   

  	
  Monthly

  Rent

  	
   

  
	
  March 1, 2006 to February 28,
  2009

  	
   

  	
  $

  	
  233,910.00

  	
   

  	
  $

  	
  19,492.50

  	
   

  
								



 


5.                                       The Tenant shall be responsible for the cost
of electricity consumed through lights and outlets, which shall be sub-metered
and billed to Tenant as per current practice.


 


6.                                       After
the Third Amendment Commencement Date, Base Operating Costs and Base Taxes
shall remain the same as previously set forth in the Amended Reference Data
Section.


 


7.                                       After
the Third Amendment Commencement Date


Tenant’s Proportionate
Share:                                                                                                        32.675%


 


8.                                       Tenant
acknowledges that Landlord has met its obligation with respect to Landlord’s
Second Amendment Construction and that Landlord has no further obligation
therefor.


 

















 


9.                                       Landlord and Tenant agree that the Leased
Premises shall be delivered in “as is” condition except that Landlord shall
perform the following work prior to the Third Amendment Commencement Date:


 


Patch and paint all walls within the Expansion Space with one coat of the existing color


Clean the carpet in the Expansion Space


Repair the broken window


Replace stained ceiling tiles throughout the Leased
Premises


Clean VCT throughout the Leased Premises


 


10.                                 Lease
Security:  Tenant shall extend the Letter
of Credit in the amount of $58,000 in
favor of Landlord through the end of the Lease Term as extended herein.


 


11.                                 Broker:
 Landlord and Tenant warrant that no real
estate brokers other than A. W. Perry Management Corp. are involved in this
Lease Extension and Tenant hereby indemnifies Landlord for any claims for
commissions other than to the broker named above.


 


12.                                 The
capitalized terms contained herein shall have the same meaning as those terms
contained in the Lease, First Amendment to Lease and Second Amendment to Lease.


 


13.                                 Except
as herein expressly set forth, the Lease shall remain unchanged and is hereby
ratified and remains in full force and effect.


 


Executed under seal this 24th
 day of February , 2006.


 


	
   

  	
  LANDLORD:

  	
   

  
	
   

  	
  1050 Hingham Street
  Realty Trust

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Illegible

  	
   

  
	
   

  	
  Trustee and not individually

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  	
   

  
	
   

  	
  BioSphere Medical, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Peter Sutcliff (2/22/06)

  	
   

  
	
   

  	
  duly
  authorized

  	
   

  
					



 

















 


AMENDED
REFERENCE DATA


REFLECTING THIRD
AMENDMENT


 


As used in this Lease, the following terms shall have the respective
meanings set forth below except when and to the extent reference is made to
particular Sections of the Lease:


 


	
  Date of Lease:

  	
   

  	
  January 7, 2000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of Amendments:

  	
   

  	
  First Amendment

  Second Amendment

  Third Amendment

  	
   

  	
  June 27, 2000

  January 21, 2005

  January      , 2006

  
	
   

  	
   

  	
   

  
	
  Landlord:

  	
   

  	
  John H. Spurr, Jr.
  and William G. Constable, Trustees of 1050 Hingham Street Realty Trust.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Landlord’s Address:

  	
   

  	
  20 Winthrop Square,
  Boston, Massachusetts 02110-1229.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Tenant:

  	
   

  	
  BioSphere Medical, Inc.,
  a Delaware Corporation.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Tenant’s Address:

  	
   

  	
  1050 Hingham Street

  Rockland, Massachusetts 02370

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Property:

  	
   

  	
  Landlord’s land and
  improvements thereon known as 1050 Hingham Street, Rockland, Massachusetts
  02370.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Building:

  	
   

  	
  The three-story
  building located on the Property.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Leased Premises:

  	
   

  	
  A portion of first
  floor of the Building as shown on Exhibit A-1.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Rentable Square Footage
  of the Leased Premises:

  	
   

  	
  Prior to First
  Amendment 7,797 square feet.

  Prior to Second Amendment 12,995 square feet.

  Prior to Third Amendment 7,797 square feet.

  After Third Amendment 12,995 square feet.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Rentable Square Footage
  of the Building:

  	
   

  	
  39,771 square feet.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Use of Leased Premises:

  	
   

  	
  Administrative offices
  for a medical device company and ancillary uses related thereto including
  research and development and light manufacturing to the extent described in Exhibit D
  attached hereto     and incorporated herein, provided that such
  research and development involve no hazardous materials, solid waste, noise
  or fumes beyond the Leased Premises or any impact on the Building, 

  	
   

  
							



 

















 


	
   

  	
   

  	
    its operations or the operations of other
  tenants in the Building.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Lease Term:

  	
   

  	
  Eight
  (8) years, ten (11) months (original term – five (5) years,
  extension per Second Amendment – two (2) years of which only eleven
  months were completed prior to the Third Amendment, extension per Third
  Amendment – three (3) years ending February 28, 2009)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Specified Commencement Date:

  	
   

  	
  March 15, 2000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Commencement Date:

  	
   

  	
  The Specified
  Commencement Date or such other date as is determined in accordance with the
  terms of Section 3.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Second Amendment Commencement
  Date:

  	
   

  	
  April 1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Third Amendment Commencement
  Date:

  	
   

  	
  March 1, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Base Rent:

  	
   

  	
   

  	
   

  



 


	
  Periods

  	
   

  	
  Annual

  Base Rent

  	
   

  	
  Monthly

  Installment

  	
   

  
	
  March 15,
  2000 to July 14, 2000

  	
   

  	
  $

  	
  155,940.00

  	
   

  	
  $

  	
  12,995.00

  	
   

  
	
  July 15,
  2000 to March 14, 2003

  	
   

  	
  $

  	
  270,296.00

  	
   

  	
  $

  	
  22,524.67

  	
   

  
	
  March 15,
  2003 to March 31, 2005

  	
   

  	
  $

  	
  276,143.75

  	
   

  	
  $

  	
  23,011.98

  	
   

  
	
  April 1,
  2005 to February 28, 2006

  	
   

  	
  $

  	
  155,940.00

  	
   

  	
  $

  	
  12,995.00

  	
   

  
	
  March 1,
  2006 to February 28, 2009

  	
   

  	
  $

  	
  233,910.00

  	
   

  	
  $

  	
  19,492.50

  	
   

  



 


	
  Lease Security:

  	
   

  	
  An irrevocable letter
  of credit (the “Letter of Credit”) or cash Security

  Deposit of $140,000 at the Commencement Date and $234,000 after the execution
  of the First Amendment, to be reduced as scheduled below, subject to Section 4.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Period

  	
   

  	
  Amount

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3/15/00 – First
  Amendment Execution

  	
   

  	
  $

  	
  140,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  First Amendment
  Execution – 3/14/01

  	
   

  	
  $

  	
  234,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3/15/01 – 3/14/02

  	
   

  	
  $

  	
  198,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3/15/02 – 3/14/03

  	
   

  	
  $

  	
  157,800

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3/15/03 – 3/14/04

  	
   

  	
  $

  	
  110,500

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3/15/04 – 2/28/09

  	
   

  	
  $

  	
  58,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Base Operating Costs:

  	
   

  	
  Prior to Second
  Amendment: Operating Costs for the calendar year 

  	
   

  
											



 

















 


	
   

  	
   

  	
  2000, grossed up
  to reflect 100% occupancy for a full calendar year.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prior to Third
  Amendment: Operating Costs for the calendar year 2004, grossed up to reflect
  100% occupancy for a full calendar year.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  After Third
  Amendment: Operating Costs for the calendar year 2004, grossed up to reflect
  100% occupancy for a full calendar year ($324,954.44). This base year amount
  is net of the annual amount paid towards such costs by the basement tenant
  and Operating Costs for all subsequent years shall be adjusted to reflect the
  amount borne by the basement tenant in those years.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Base Taxes:

  	
   

  	
  Prior to Second
  Amendment: Taxes for the fiscal year ended June 30, 1999.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prior to Third
  Amendment: Taxes for the fiscal year ended June 30, 2005.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  After Third
  Amendment: Taxes for the fiscal year ended June 30, 2005 ($47,493.11).
  This base year amount is net of the annual amount paid toward such costs by
  the basement tenant and Taxes for all subsequent years shall be adjusted to
  reflect the amount borne by the basement tenant in those years.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Electricity:

  	
   

  	
  Prior to First
  Amendment $6,627.45 per year or $552.29 per month. After First Amendment $11,825.00
  per year or $985.42 per month. 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  After Second and
  Third Amendments Tenant shall be responsible for the cost
  of electricity consumed through lights and outlets, which shall be
  sub-metered and billed to Tenant as per current practice.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Tenant’s
  Proportionate Share:

  	
   

  	
  Prior to First
  Amendment 19.605%.

  	
   

  
	
   

  	
   

  	
  Prior to Second
  Amendment 32.675%.

  	
   

  
	
   

  	
   

  	
  Prior to Third
  Amendment 19.605%

  	
   

  
	
   

  	
   

  	
  After Third
  Amendment Commencement Date 32.675%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Insurance:

  	
   

  	
  $1,000,000/$3,000,000
  per occurrence public liability; 

  $1,000,000 per occurrence property damage.

  Personal Property insurance for all risks to full insurable value of

  personalty in the Leased Premises.

  	
   

  



 

















 


	
  Condition of Leased
  Premises:

  	
   

  	
  Per Paragraph 9
  of Third Amendment to Lease