EX-10.1






SECOND AMENDMENT TO

STANDARD MULTI-TENANT OFFICE LEASE — GROSS




THIS SECOND AMENDMENT TO STANDARD MULTI-TENANT OFFICE LEASE – GROSS dated as of July 22, 2009
(this “Second Amendment”) is entered into by and between WESTCORE MESA VIEW, LLC, a Delaware
limited liability company, and DD MESA VIEW LLC, a California limited liability company
(collectively, “Lessor”), and ADVENTRX PHARMACEUTICALS, INC, a Delaware Corporation (“Lessee”),
with reference to the following:



R E C I T A L S




WHEREAS, George V. Casey and Ellen M. Casey, Trustees of the Casey Family Trust, dated June
22, 1998 (“Original Lessor”), and Lessee entered into that certain Standard Multi-Tenant Office
Lease — Gross dated June 3, 2004 (the “Original Lease”), together with that certain Addendum
attached thereto (the “Addendum”), together as amended by that certain First Amendment to Lease,
dated May 12, 2005 (the “First Amendment”), (the Original Lease, the Addendum, and the First
Amendment are sometimes collectively referred to herein as the “Lease”) for the lease of certain
premises (the “Premises”), consisting of approximately 8,865 rentable square feet commonly known as
Suite 100 and approximately 3,173 rentable square feet commonly known as Suite 102, located at 6725
Mesa Ridge Road, San Diego, California (the “Building”). Lessor is the successor-in-interest to
Original Lessor under the Lease. All capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms in the Lease; and



WHEREAS, Lessor and Lessee desire by this Second Amendment to amend the Lease in order to,
among other things, (a) reduce the Premises to approximately 3,173 rentable square feet consisting
solely of Suite 102 of the Building, (b) provide for Lessee’s surrender of possession of Suite 100
of the Building, (c) extend the Term for an additional nine (9) month period; (d) provide for the
Base Rent to be paid by Lessee for the Reduced Premises (as defined below); and (e) further amend,
modify and supplement the Lease as set forth herein.



NOW, THEREFORE, in consideration of the Premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee
hereby agree as follows:



1. Recitals. The Recitals set forth above are incorporated herein as though set forth
in full herein.



2. Reduction of the Premises; Description of Premises. Notwithstanding anything to
the contrary contained in the Lease, Lessor and Lessee agree that on September 1, 2009 (the
“Reduction Date”), the Premises shall be reduced to approximately 3,173 rentable square feet of
space consisting only of Suite 102 of the Building (the “Reduced Premises”). On or before the
Reduction Date, Lessee shall surrender Suite 100 of the Building, consisting of approximately 8,865
rentable square feet (the “Surrendered Premises”) to Landlord in accordance with the terms of the
Lease (including, but not limited to, Section 7.4 of the Original Lease). Following the Reduction
Date, Lessee shall have no right to occupy the Surrendered Premises. If Lessee does not vacate and
surrender occupancy of the Surrendered Premises to Lessor on or before the Reduction Date, Lessee’s
continued occupancy of the Surrendered Premises shall be subject to the holdover provisions of
Section 26 of the Original Lease. From and after the Reduction Date, all references to the
“Premises” contained in the Lease shall be amended to mean and refer to the Reduced Premises.



3. Extension of Term. Lessor and Lessee acknowledge that the term of the Lease
expires according to its terms on August 31, 2009. Notwithstanding anything to the contrary
contained in the Lease, Lessor and Lessee agree that the Expiration Date of the Lease shall be
extended such that the Lease shall terminate on May 31, 2010 (the “New Expiration Date”), unless
sooner terminated in accordance with the terms of the Lease. The period from September 1, 2009
through the New Expiration Date shall be referred to herein as the “Extension Term.”



4. Monthly Base Rent During the Extension Term. Notwithstanding anything in the Lease
to the contrary and in addition to paying all other amounts due under the Lease, including without
limitation all Additional Rent, Lessee shall pay Monthly Base Rent for the Premises during the
Extension Term in the amount of Four Thousand Four Hundred Forty Two and 20/100 Dollars
($4,442.20); however, one-half of the Monthly Base Rent shall be abated for the month of April
2010, and the entire Monthly Base Rent for the month of May 2010 shall also be abated. Payment of
the Monthly Base Rent by Lessee shall be facilitated in accordance with Section 5 below.



5. Security Deposit. The existing Security Deposit held by Lessor is $56,063.50
(including security cardkey deposit). Effective on the Reduction Date, the Security Deposit shall
be reduced to $33,316.50. On a monthly basis commencing September 1, 2009, an amount equal to the
Monthly Base Rent due in accordance with Section 4 above shall be deducted from the Security
Deposit and credited to the Monthly Base Rent due for that month, until such time as the balance of
the Security Deposit is reduced to zero. The difference between the existing and revised Security
Deposit amounts ($22,747.00) shall be returned to Lessee following August 31, 2009 (the expiration
date for the Surrendered Premises), subject to the provisions of Paragraph 5 of the Original Lease.
For clarity, the payment and deduction provisions set forth in Section 4 above and this Section 5
supersede the provisions of the last sentence of Section 5 in the Original Lease.



6. Holdover. Notwithstanding anything in the Lease to the contrary, in the event
Lessee holds over within the Reduced Premises past the New Expiration Date, the Monthly Base Rent
during the first two months of the Holdover period shall be equal to the rent amount set forth in
Section 4 above. For each month Holdover thereafter, Monthly Base Rent shall be in accordance with
Section 26 of the Original Lease, equal to 150% of Monthly Base Rent.



7. Lessee’s Share of Operating Expense Increase. Effective on the Reduction Date,
notwithstanding anything in the Lease to the contrary, based on the Reduced Premises, Lessee’s
Share of Operating Expense Increases shall be 9.8%.



8. Base Year. Notwithstanding anything in the Lease to the contrary, effective upon
the Reduction Date, the Base Year shall be adjusted to 2010 for the Extension Term.



9. Condition of the Premises. Lessee acknowledges that it has been and continues to
be in possession of the Premises, is familiar with the condition of the Premises and accepts the
Premises in its presently existing, “as is” condition, with all faults and without representation,
warranty or improvements by Lessor of any kind whatsoever. Lessee shall not remove the modular
conference room located in Suite 100, and Lessor shall be entitled to retain it. For clarity, the
projector and screen and furniture within the modular conference room shall remain Lessee’s
property and may be removed and retained by Lessee.



10. Parking. Effective on the Reduction Date, Lessee’s parking spaces shall be
reduced to twelve (12) spaces. All parking shall continue to be on a non-reserved basis.



11. Estoppel. Lessee hereby certifies and acknowledges, that as of the date hereof
(a) Lessor is not in default in any respect under the Lease, (b) Lessee does not have any defenses
to its obligations under the Lease, and (c) there are no offsets against rent payable under the
Lease. Lessee acknowledges and agrees that: (i) the representations herein set forth constitute a
material consideration to Lessor in entering into this Second Amendment; (ii) such representations
are being made by Lessee for purposes of inducing Lessor to enter into this Second Amendment; and
(iii) Lessor is relying on such representations in entering into this Second Amendment.



12. Brokers. Lessee hereby represents and warrants to Lessor that Lessee has not
entered into any agreement or taken any other action which might result in any obligation on the
part of Lessor to pay any brokerage commission, finder’s fee or other compensation with respect to
this Second Amendment, and Lessee agrees to indemnify and hold Lessor harmless from and against any
losses, damages, costs or expenses (including without limitation, attorneys’ fees) incurred by
Lessor by reason of any breach or inaccuracy of such representation or warranty.



13. Notices. For purposes of the Lease, the address for “Lessor” for all purposes
under the Lease is hereby amended as follows:




	 	 	 	LESSOR: c/o Westcore Properties, LLC






4445 Eastgate Mall, Suite 210




San Diego, California 92121




Attention: Asset Manager



14. Ratification. Section 3 (Option to Renew) and Section 4 (Right of First Offer) of
the Addendum are hereby void and of no further force or effect. Except as otherwise specifically
herein amended, the Lease is and shall remain in full force and effect according to the terms
thereof. In the event of any conflict between the Lease and this Second Amendment, this Second
Amendment shall control.



15. Attorneys’ Fees. Should either party institute any action or proceeding to
enforce or interpret this Second Amendment or any provision thereof, for damages by reason of any
alleged breach of this Second Amendment or of any provision hereof, or for a declaration of rights
hereunder, the prevailing party in any such action or proceeding shall be entitled to receive from
the other party all cost and expenses, including actual attorneys’ and other fees, reasonably
incurred in good faith by the prevailing party in connection with such action or proceeding. The
term “attorneys’ and other fees” shall mean and include attorneys’ fees, accountants’ fees, and any
and all consultants’ and other similar fees incurred in connection with the action or proceeding
and preparations therefore. The term “action or proceeding” shall mean and include actions,
proceedings, suits, arbitrations, appeals and other similar proceedings.



16. Submission. Submission of this Second Amendment by Lessor to Lessee for
examination and/or execution shall not in any manner bind Lessor and no obligations on Lessor shall
arise under this Second Amendment unless and until this Second Amendment is fully signed and
delivered by Lessor and Lessee.



17. Counterparts. This Second Amendment may be executed in several counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
agreement.



[SIGNATURES ON NEXT PAGE]




IN WITNESS WHEREOF, this Second Amendment has been executed by the parties as of the date
first referenced above.




“Lessor”




WESTCORE MESA VIEW, LLC,


a Delaware limited liability company



	 	 	 
	By:
	 	MRB Manager, LLC,

a Delaware limited liability company,

its Manager

	 	 	By: /s/ Don Ankeny

	 	 	 

	 	 	Don Ankeny

Authorized Signatory








	 	 	DD MESA VIEW LLC,






a California limited liability company



	 	 	 
	By:
	 	MRB Manager, LLC,

a Delaware limited liability company,

its Manager

	 	 	By: /s/ Don Ankeny

	 	 	 

	 	 	Don Ankeny

Authorized Signatory








	 	 	“Lessee”






ADVENTRX PHARMACEUTICALS, INC,


a Delaware Corporation




By: /s/ Patrick Keran

Patrick Keran

General Counsel and Vice President of Legal