Exhibit 10.1


 





EIGHTEENTH
AMENDMENT TO LEASE


 


Amendment
made this 4th day of January 2019, amending the Lease dated March 9, 2000 and amended on October 26, 2000, March
12, 2001, April 22, 2002, March 8, 2005, April 5, 2006, January 31, 2007, October 1, 2008, February 19, 2010, March 7, 2011, March
3, 2012, April 16, 2013 May 5, 2014, December 12, 2014, January 5, 2016, June 27, 2016, April 3, 2017, September 6, 2017 and July
17, 2018 (collectively, the "Lease")


 


BetweenPrinceton
Corporate Plaza, LLC ("Landlord")


 


AndCytosorbents,
Inc., f/k/a Medasorb Corporation ("Tenant")


 


Witnesseth
that in consideration of the mutual understanding between them, Landlord and Tenant hereby agree to amend the Lease as follows:


 


Landlord
does hereby lease to Tenant and Tenant does hereby rent from Landlord the following described premises: approximately 1,973 square
feet in Landlord's Building at 11 Deer Park Drive, Suite 113 (the "Eleventh Expansion Space") in the Township
of South Brunswick in the County of Middlesex and State of New Jersey, which space is further described as the cross hatched area
on the Floor Plan marked Exhibit A-34 attached hereto and made a part hereof,


 


Upon
the following Conditions and Covenants:


 


		1.	Demised
                                         Premises. Effective on February 1, 2019 (the "Eleventh Expansion Commencement
                                         Date"), the Eleventh Expansion Space shall be included in the Demised Premises
                                         at both 7 Deer Park Drive Suite K and 11 Deer Park Drive Suite 125 and the total area
                                         of the Demised Premises at both 7 Deer Park Drive Suite K and 11 Deer Park Drive Suite
                                         125 shall be approximately 19,920 square feet.



 


		2.	Use.
                                         The Demised Premises shall be used and occupied only and for no other purpose than
                                         laboratories and office (the "Use"), provided, however, that said Use
                                         in the laboratories shall be strictly limited and subject to the activities set forth
                                         in Tenant's Application for Nonresidential Use Performance Standards and Tenancy Review
                                         submitted to and approved by the Township of South Brunswick regardless of whether said
                                         approval has been received as of the date of execution of this Lease (the "Tenancy
                                         Review").



 


		3.	Term.
                                         The Term of the Lease is hereby extended to May 31, 2020 (the "Expiration
                                         Date").



 


		4.	Renewal Option.



		a.	Tenant
                                         has the option to renew for one (1) successive one (1) year term upon six (6) months
                                         written notice to Landlord prior to the expiration of the term of this Lease, time being
                                         of the essence; provided, however, that Tenant is not in default under any of the terms
                                         and conditions of this Lease and no event has occurred which with the giving of notice,
                                         passage of time, or both, would constitute an event of default on the date (i) this option
                                         is exercised and (ii) the renewal term commences. Base Rent for the renewal term shall
                                         be increased by the greater of five percent (5%) or the increases (if any) in the Consumer
                                         Price Index as published by the U.S. Department of Labor ("CPI"). Base
                                         Rent for the renewal term shall be determined (and shall be effective for the entire
                                         then operative lease years in the renewal term) by multiplying the annualized Base Rent
                                         in the last month of the prior term by the greater of a) five percent (5%) orb) a fraction,
                                         the numerator of which fraction shall be the CPI figure for the month which is two (2)
                                         months prior to the month in which the Commencement Date occurred (the "CPI Month")
                                         and the denominator of which fraction shall be the figure published for the corresponding
                                         month in the initial lease year for the first renewal and for subsequent renewals, the
                                         month used for the numerator in the preceding renewal period. The CPI used shall be the
                                         All Urban Consumers (CPI-U), U.S. City Average.



 


		b.	Should
                                         the CPI cease to be published, then the closest similar published index by an agency
                                         of the U.S. Government shall be substituted. Should there be no such substitute, the
                                         parties hereto shall, under the rules of the American Arbitration Association, agree
                                         to a substitute formula or source, designed to accomplish the same original purpose of
                                         this provision.



 


		5.	Base
                                         Rent. Effective on the Eleventh Expansion Commencement Date, Tenant's monthly Base
                                         Rent for the remainder of the Term shall be $32,443.00.



 




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		6.	Security.
                                         Tenant has previously deposited with Landlord the sum of $96,370.00 as security pursuant
                                         to Section 4 of the Lease.



 


		7.	Tenant's
                                         Proportionate Share. Effective on the Eleventh Expansion Commencement Date, Tenant's
                                         Proportionate Share for the remainder of the Term shall be a blended rate of 17.47%.



 


		8.	Estimated
                                         Operating Expense. Effective on the Eleventh Expansion Commencement Date, Tenant's
                                         estimated monthly Operating Expense shall be $12,838.00 and Tenant's monthly HVAC maintenance
                                         charge shall be $405.00. Excess water usage will be billed at $3,500.00 per month, adjusted
                                         quarterly if required.



 


		9.	Electric
                                         and Gas. Effective on the Eleventh Expansion Commencement Date, Tenant shall pay
                                         as Additional Rent for estimated usage the amounts of $10,047.00 per month for electricity
                                         and



$1,778.00
per month for gas.


 


		10.	Acceptance
                                         and Workletter. Tenant acknowledges that it has inspected and examined the Demised
                                         Premises and has entered into this Lease without any representations on the part of Landlord,
                                         its agents or representatives as to the condition thereof is leasing and accepting the
                                         Demised Premises "as-is" and "where-is" . No representations or promises,
                                         except as specified herein, have been made by or on behalf of Landlord, its agents, employees
                                         or representatives, or by any real estate broker, prior to or at the execution of this
                                         Lease, and Landlord is not bound by, and Tenant will make no claim on account of, any
                                         representation, promise or assurance, expressed or implied, with respect to conditions,
                                         repairs, improvements, services, accommodations, concessions or any other matter, other
                                         than as contained herein.



 


		11.	Tenant's
                                         Statement of Estoppel in Favor of Landlord. Tenant hereby confirms that to the best
                                         of its knowledge, after due inquiry and consideration:



 


a.
Tenant does not have any pending or potential causes of action, suits, liabilities, debts, damages, controversies, agreements,
trespasses, judgments, executions, demands and claims of any nature whatsoever, whether in law or in equity, against Landlord,
its predecessors, successors and assigns, its parents, subsidiaries, officers, directors, shareholders, employees, agents and
attorneys, any affiliated corporations, their officers, directors, shareholders and employees, by reason of any matter or cause
whatsoever related to or arising from the Lease, or any other matter which has arisen prior to the date of execution of this Amendment.




 


b.
The Lease is in full force and effect and there are no defaults thereunder by Tenant (or to Tenant's knowledge, by Landlord),
nor are there any conditions which with the passage of time or giving of notice or both would become a default under the Lease.


 


c.
The Lease is the only agreement between Tenant and the Landlord affecting the Premises, and the Lease has not been assigned, amended,
modified, changed, altered or supplemented, except as expressly specified herein. Tenant has no notice or knowledge of any person
claiming rights as landlord or as tenant under the Lease other than Landlord and Tenant respectively.


 


d.
Tenant is in full and complete possession of the Premises pursuant to the terms of the Lease. There are no options by Tenant or
rights to extend or renew Tenant's leasehold or to expand the Premises provided for in the Lease, except as may be expressly provided
in the Lease.




 


e.
All duties of an inducement nature and all inducement clauses have been fulfilled by Landlord in all respects, including any allowance
and rent and other financial concessions.




 


f.
Tenant has not, at the Premises or within the building, generated, stored, handled or otherwise dealt with any hazardous or toxic
waste or material, radioactive materials, or other contaminants, the removal of which is required or the maintenance of which
is prohibited, regulated or penalized by an local, state or federal agency, authority or government unit except as expressly permitted
in the Lease.




 


g. No
petition, suit or proceeding involving Tenant's bankruptcy, insolvency, reorganization, receivership, or general assignment for
the benefit of creditors is currently pending or contemplated.


 


		12.	Release
                                         in Favor of Landlord. Tenant hereby releases and forever discharges Landlord, its
                                         predecessors, successors and assigns, its parents, subsidiaries, officers, directors,
                                         shareholders, employees, agents and attorneys, any affiliated corporations, their officers,
                                         directors, shareholders and employees, from any and all causes of action, suits, liabilities,
                                         debts, damages, controversies, agreements, trespasses, judgments, executions, demands
                                         and claims of any nature whatsoever, whether in law or in equity, whether known or unknown,
                                         and any and all rights, duties, liabilities and obligations, whether presently enforceable
                                         or enforceable in the future, by reason of any matter or cause whatsoever from the beginning
                                         of time to the date of its execution of this Amendment, related to or arising from the
                                         Lease.



 




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		13.	Tenant's
                                         Representations. Tenant represents and warrants that Tenant and the person(s) executing
                                         and delivering this Amendment on Tenant's behalf each represent and warrant that such
                                         person is duly authorized to so act; that Tenant is duly organized, is qualified to do
                                         business in the State of New Jersey, is in good standing under the laws of the state
                                         of its organization and the laws of the State of New Jersey, and has the power and authority
                                         to enter into this Lease; and that all action required to authorize Tenant and such person
                                         to enter into this Lease has been duly taken.



 


		14.	Lease
                                         Amendment Submission. Tenant has executed this Amendment upon the understanding that
                                         this Amendment shall not in any way bind Landlord until such time as the same has been
                                         approved and executed by Landlord and a counterpart delivered to or received by Tenant.



 


		15.	Entire
                                         Lease. This Amendment is made a part of the Lease and where a conflict exists between
                                         any provision in the Lease and the provisions of this Amendment, this Amendment shall
                                         govern. Except as specifically amended herein, all of the terms and conditions of the
                                         Lease shall continue with full force and effect.



  


 


IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, or caused these presents to be signed by their
proper corporate officers or other duly authorized representatives and their proper corporate seal (if applicable) to be hereto
affixed, as of the day and year first above written.


 





	 	 	LANDLORD
	 	 	Princeton Corporate Plaza, L.L.C.
	 	 	By: 	Princeton Corporate Management Corp., Managing Member
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Teresa Ryan Kent
	 	 	Name: 	Teresa Ryan Kent
	 	 	Title:	Treasurer







 


 





	 	 	TENANT 
	 	 	CytoSorbents, Inc. f/k/a Medasorb Corporation
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Phillip P. Chan
	 	 	Name:  	Phillip P. Chan
	 	 	Title:	CEO







 




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