**Exhibit10.1**

** **

**FIRST AMENDMENT TO AGREEMENT OF LEASE**

 

**THIS FIRST AMENDMENT TO AGREEMENT OF LEASE**(the “**First Amendment**”) is entered into this 11th day of October,2010, by and between **PHILLIPSBURG ASSOCIATES,L.P.**, a Pennsylvania limitedpartnership (the “**Landlord**”) and **CELLDEX THERAPEUTICS, INC.**, a Delaware corporation (the“**Tenant**”).

 

**WITNESSETH:**

 

A.            Landlordand Tenant are parties to that certain Agreement of Lease dated October 21,2005 (the “**Lease**”), pursuant towhich Landlord leases to Tenant, and Tenant leases from Landlord, approximatelynineteen thousand three hundred sixty-eight (19,368) rentable square feet offloor area (the “**Demised****Premises**”), described as Suite No. 400in Building 20 located at 942 Memorial Parkway, Phillipsburg, New Jersey, asmore particularly described in the Lease.

 

B.            Landlordand Tenant now desire to amend the Lease upon the terms and conditions morespecifically set forth herein.

 

**NOW, THEREFORE**, inconsideration of the covenants and conditions set forth herein, the partieshereto, intending to be legally bound, hereby agree that the Lease is herebyamended and supplemented as follows:

 

1.             **Recitals/Definitions**.  Theabove recitals are true and correct and are hereby incorporated into this FirstAmendment as if set forth herein at length. Any and all capitalized terms not defined herein shall have thedefinitions set forth in the Lease.

 

2.             **Term**. The Term is hereby extended for an additionalperiod of five (5) years commencing as of September 1, 2011, andexpiring on August 31, 2016 (the “**ExtendedTerm**”).

 

3.             **Base Rent**.  Effectiveas of September 1, 2011, the Annual Base Rent set forth in Section 1(f) ofthe Lease is hereby amended and supplemented with the following:  During the periods set forth below, Tenantshall pay Annual Base Rent in equal monthly installments in the amounts setforth below, on or before the first day of each month in advance, withoutdemand, deduction or set-off, at the offices of Landlord or at such other placedesignated by Landlord:

 
| **Period**                                           | ** ** | **Annual Base  Rent** | ** ** | **Monthly  Installment** | ** ** | **Annual Base  Rent Per Square  Foot** | ** ** |
|------------------------------------------------------|------------|----------------------------|------------|--------------------------|------------|-------------------------------------------------------|------------|
| September 1, 2011 through August 31,  2016 |       | $                          | 347,655.60 |                     | $          | 28,971.30                                             |       | $ | 17.95 |   |
| **Renewal Term**                                     |       |                       |       |                     |       |                                                  |       |
| September 1, 2016 through August 31,  2018 |       | $                          | 358,308.00 |                     | $          | 29,859.00                                             |       | $ | 18.50 |   |
| September 1, 2018 through August 31,  2021 |       | $                          | 367,992.00 |                     | $          | 30,666.00                                             |       | $ | 19.00 |   |

 

----

 

4.             **Base Year**.  Effectiveas of September 1, 2011, the Base Year set forth in Section 1(h) ofthe Lease is hereby amended to be the calendar year 2010.

 

5.             **Landlord’s Work**.  Landlord,at its sole cost and expense, shall perform the work set forth on **Exhibit “A”** attached hereto (the “**Landlord’s Work**”) by no later than ninety(90) days following the date that Landlord receives the Tenant’s writtenapproval of the Tenant’s finishes as outlined in Exhibit “A”.  In a commercially reasonable time periodafter the execution of this Amendment and prior to the commencement of Landlord’sWork, Landlord shall submit to Tenant for Tenant’s written approval, not to beunreasonably withheld, sufficient detail for Tenant to approve the selection ofall colors and finishes associated with **Exhibit “A”**.  Except for Landlord’s Work, Tenant acceptsthe Demised Premises in its “AS-IS” condition, without any representation orwarranty from Landlord, express or implied.

 

6.             **Tenant’s Work**.

 

(a)      IfTenant desires to perform any work in the Demised Premises, Tenant shall, atTenant’s sole cost and expense, submit to Landlord for Landlord’s writtenapproval (not to be unreasonably withheld, conditioned or delayed), detailedconstruction and working drawings of the work to be performed by Tenant to theDemised Premises (the “**Tenant’s Work**”),which drawings shall be prepared by a licensed architect reasonablysatisfactory to Landlord.  Tenant may notcommence Tenant’s Work unless and until Landlord has approved such plans, andTenant obtains all permits and approvals therefor.  The Tenant’s plans as finally approved byLandlord shall be referred to herein as the “**Tenant’sPlans**”.  Tenant shall performall of the Tenant’s Work in a good and workmanlike manner, in accordance withall applicable laws and otherwise in accordance with the Lease.  All contractors utilized by Tenant for theperformance of the Tenant’s Work shall be subject to the prior written approvalof Landlord, which shall not be unreasonably withheld, conditioned ordelayed.  Tenant shall commence Tenant’sWork no later than ninety (90) days after the Termination Option (ashereinafter defined) expires without having been exercised by Tenant or is otherwisewaived by Tenant in writing.

 

(b)      Allsubsequent changes in the Tenant’s Plans shall be subject to the approval ofLandlord, not to be unreasonably withheld, conditioned or delayed.  If Landlord approves any change in the Tenant’sPlans, Tenant shall construct, at Tenant’s sole cost and expense, the Tenant’sWork in accordance with such change.

 

(c)      Providedthat Tenant is not then in default in the performance of any of its obligationsunder the Lease (as amended hereby) beyond applicable notice and cure periods,Landlord shall contribute up to a maximum amount of One Hundred Thirty-FiveThousand Five Hundred Seventy-Six Dollars ($135,576.00) (the****“**Landlord’sMaximum TI Contribution**”) to be applied against Tenant’s Costs (ashereinafter defined) for the Tenant’s Work and for no other purpose.  The Landlord’s Maximum TI Contribution shallbe payable thirty (30) days after the later of: (i) the date on which theTermination Option (as hereinafter defined) expires without having beenexercised by Tenant or is otherwise earlier waived by Tenant in writing, and (ii) thedate that Tenant completes the Tenant’s Work. “**Tenant’s Costs**” shall meanTenant’s out-of-pocket contract or purchase price(s) for materials,components, labor and services for the 

 

2

----

 

Tenant’s Work, including up to an amount not toexceed fifteen (15%) percent of Tenant’s costs for space planning, design,architectural and engineering services and cabling.  Prior to payment of the Landlord’s Maximum TIContribution, the total amount of Tenant’s Costs shall be subject toexamination by Landlord, and Tenant shall provide Landlord with copies of allinvoices and other backup documentation reasonably requested by Landlordrelative thereto including, without limitation, lien releases from allcontractors and materialmen supplying labor and/or materials in connection withTenant’s Work.  In the event that Tenant’sCosts are less than the entire Landlord’s Maximum TI Contribution, Landlordshall be entitled to the benefit of the savings and Tenant shall not beentitled to any refund or credit against the Rent payable hereunder. In theevent that Tenant’s Costs exceed the amount of the Landlord’s Maximum TIContribution, Tenant shall be solely responsible for such excess costs.

 

(d)      Landlordshall have the right to inspect Tenant’s construction of the Tenant’s Work toensure compliance with the provisions of this Section.

 

7.             **Renewal Option**. Tenant shall have the option to extend the Term of the Lease for one (1) additionalperiod of five (5) years (the “**RenewalOption**”), under and subject to the following terms and conditions:

 

(a)      Therenewal term (the “**Renewal Term**”)shall be for a five (5) year period commencing on the day immediatelyfollowing the expiration date of the Extended Term and expiring at midnight onthe day immediately preceding the fifth (5th) anniversary thereof.

 

(b)      Tenantmust exercise the Renewal Option, if at all, by written notice to Landlorddelivered at least nine (9) months prior to the expiration of the ExtendedTerm, time being of the essence.

 

(c)      Asa condition to Tenant’s exercise of the Renewal Option, at the time Tenantdelivers its notice of election to exercise the Renewal Option to Landlord, theLease shall be in full force and effect, and Tenant shall not be in default inthe performance of any of its obligations under the Lease (as amended hereby)beyond applicable notice and cure periods.

 

(d)      TheRenewal Term shall be on the same terms and conditions contained in the Lease,except that (i) the Annual Base Rent shall be as specified in Section 3above with respect to the Renewal Term, and (ii) Tenant shall not beentitled to any allowances or other concessions with respect to the RenewalTerm.

 

(e)      Exceptfor the specific Renewal Option set forth above, there shall be no furtherprivilege of renewal.

 

8.             **Termination Option**. ** **Provided that (i) Tenant isnot in default (beyond applicable notice and cure periods) in the performanceof any of its obligations under the Lease (as amended hereby) on the date thatTenant delivers the Termination Notice and on the Termination Date (each, ashereinafter defined), and (ii) Tenant has not exercised its Right of FirstOffer set forth in Section 34 of the Lease, Tenant shall have theone-time option to terminate the Lease (the “**TerminationOption**”) without penalty or cost in the event that the 

 

3

----

 

combined rentable squarefootage collectively occupied by both FLOWSERVE and/or CURTISS-WRIGHT (and/oreither and/or both of their affiliates, successors and/or assigns) in Building20 of the Phillipsburg Commerce Park becomes less than thirty-five thousand(35,000) rentable square feet (each, a “**Co-TenancyFailure**”), subject to and upon the following terms and conditions:

 

(a)      Tenantshall give Landlord no less than six (6) months prior written notice (the “**Termination Notice**”)****of its intention to exercise itsTermination Option not later than thirty (30) days after Landlord deliverswritten notice to Tenant of the occurrence of a Co-Tenancy Failure, time beingof the essence. Notwithstanding the foregoing, in the event that both FLOWSERVE and CURTISS-WRIGHT (or their respective affiliates,successors and/or assigns) extend their respective leases in Building 20 of thePhillipsburg Commerce Park through or beyond August 31, 2016, then theTermination Option shall be deemed to be null and void and of no further forceor effect upon delivery by Landlord to Tenant of written proof of such lease extensions,which proof shall include signatures of Landlord and each such tenant.  Ifsuch Termination Option is exercised, the Lease shall terminate as of the datespecified in the Termination Notice, which shall be no less than six (6) monthsafter Tenant delivers the Termination Notice to Landlord (the “**Termination Date**”).  In the event that Tenant fails to deliver theTermination Notice to Landlord within the time periods prescribed by thissubparagraph, then Tenant shall be deemed to have irrevocably waived theTermination Option and, in such event, Tenant’s Termination Option shall benull and void and Tenant shall have no further right to terminate the Leasepursuant to this Section.

 

(b)      NotwithstandingTenant’s delivery of the Termination Notice, Tenant shall continue to pay allRent through the Termination Date.  TheRent shall be apportioned as of the Termination Date.

 

(c)      Tenantshall surrender vacant possession of the Demised Premises on or prior to theTermination Date.  In the event Tenantexercises its Termination Option, the Lease shall terminate as of theTermination Date as if the Termination Date were the date originally stipulatedfor the expiration of the Term; provided, however, that nothing herein shallrelieve Tenant of any obligations which accrued prior to the Termination Date.

 

9.             **Right of First Offer**. Nothing in this First Amendment shalldiminish Tenant’s rights under Section 34 of the Lease, which rights shallremain in full force and effect throughout the Extended Term, and any subsequentRenewal Term.

 

10.           **Tenant Notices**. Section 1(q) of the Lease shall beamended to reflect that from and after the date hereof copies of all notices toTenant shall simultaneously be sent to:

 

Lowenstein Sandler PC

65 Livingston Avenue

Roseland, New Jersey07068

Attn: Anthony O. Pergola, Esq.

 

4

----

 

11.           **Certification****.** Tenant, by executing this First Amendment, herebycertifies that: (a) the Lease is in full force and effect and has not beenmodified except as provided above; (b) there are no prepayments by orcredits due Tenant under the Lease; and (c) Tenant is not aware of theexistence of any default by Landlord, nor of any event which with the giving ofnotice or passage of time, or both, would constitute a breach or default byLandlord under the Lease.

 

12.           **Broker**.  Tenant andLandlord warrant that they have had no dealings with any broker or agent inconnection with the negotiations or execution of this First Amendment, otherthan Cushman & Wakefield of NJ, Inc., and Preferred Real EstateAdvisors, Inc. (whose commissions shall be paid by Landlord pursuant toseparate agreements), and Landlord and Tenant agree to indemnify the otheragainst all costs, expenses, reasonable attorney’s fees, or other liability forcommissions or other compensation or charges resulting from a breach of suchrepresentations.

 

13.           **Entire Agreement/Ratification****.**  This FirstAmendment represents the entire understanding of the parties with respect tothe subject matter hereof, and the Lease as hereby amended remains in fullforce and effect and may not be modified further except in writing executed bythe parties to be bound thereby.  Unlessexpressly modified herein, the terms and conditions of the Lease shall continuein full force and effect, and the parties hereby confirm and ratify the same.

 

14.           **Miscellaneous**.  This FirstAmendment shall be binding upon and shall inure to the benefit of the partiesand their permitted successors and assigns.

 

**- SIGNATURE PAGE TO FOLLOW -**

 

5

----

 

INWITNESS WHEREOF, the parties have executed this First Amendment on the datefirst written above.

** **
|     | **LANDLORD****:**                    |
|----------|--------------------------------------|
|     |                                 |
|     | **PHILLIPSBURG  ASSOCIATES, L.P.**,  |
|     | a Pennsylvania limited  partnership  |
|     |                                 |
|     | By:                                  | Phillipsburg, Inc.,  its general partner |
|     |                                 |   |
|     |                                 | **/s/ William F. Henderson** |
| Witness: |                                 |   | By: The Flynn Company as  Receiver for Phillipsburg Associates, L.P. by William F. Henderson,  Controller |
|     |
|     |                                 |
|     |                                 |
|     | **TENANT****:**                      |
|     |                                 |
|     | **CELLDEX THERAPEUTICS, INC.**, |
|     | a Delaware corporation               |
|     |                                 |
| Witness: |                                 |   | By: | **/s/  Anthony S. Marucci** |
|     |                                 |   | Name: | Anthony S. Marucci |
|     |                                 |   | Title: | President & CEO |
|          |                                      |  |  |  |  |

 

6

----

 

**EXHIBIT “A”**

 

**LANDLORD’SWORK**

 

----