**Exhibit 10.1**

 

**SEVENTH AMENDMENT TO LEASE**

 

ThisSEVENTH AMENDMENT TO LEASE (this **“Amendment”)**is made as of the 22nd day ofJune, 2010, (the **“Effective Date”)**byand between **MASSACHUSETTS DEVELOPMENT FINANCEAGENCY,**a body politic and corporate and a public instrumentality ofthe Commonwealth of Massachusetts pursuant to Massachusetts General Laws,Chapter 23G, with an address of 160 Federal Street, Boston, Massachusetts 02110**(“Landlord”)**and **CELLDEX THERAPEUTICS, INC.**(formerlyAVANT Immunotherapeutics, Inc.), a Delaware corporation, with an addressof 119 Fourth Avenue, Needham, Massachusetts **(“Tenant”).**

 

RECITALS

 

WHEREAS,Landlord and Tenant entered into a certain Lease dated effective December 22,2003, as amended by that certain First Amendment to Lease dated as of March 17,2005 (the **“First Amendment”),**thatcertain Second Amendment to Lease dated as of November 4, 2005 (the **“Second Amendment”),**that certain ThirdAmendment To Lease dated as of December 20, 2006 (the **“Third Amendment”),**that certain FourthAmendment to Lease dated as of July 18, 2008 (the **“Fourth Amendment”),**that certain FifthAmendment to Lease dated as of October 3, 2008 (the **“Fifth Amendment”)**and by that certainSixth Amendment to Lease dated as of August 20, 2009 (the **“Sixth Amendment”)**of certain premisesconsisting of approximately 23,413 rentable square feet of space (the **“Premises”)**in the building (the **“Building”)**located at 151 Martine Street,Fall River, Massachusetts (the **“Property”)**inthe South Coast Research & Technology Park (the **“Park”);**

 

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WHEREAS, the Premises iscomprised of: (i) the original premises demised by the Lease, as amendedthrough the Third Amendment, being 11,756 rentable square feet on the second (2nd) floor of the Building, (ii) the Additional Space (as defined in theFirst Amendment) demised by the First Amendment, being 71 rentable square feeton the first (1st) floor of theBuilding, (iii) the Expansion Premises (as defined in the SecondAmendment), being 2,487 rentable square feet on the second (2nd) floor of the Building; (iv) the Second Expansion Premises (asdefined in the Third Amendment), being 1,853 rentable square feet on the second(2nd) floor of the Building; (v) theSubstitute Third Expansion Premises (as defined in the Fifth Amendment), being4,864 rentable square feet of space on the second floor of the Building(referred to therein as the “Third Expansion Premises”); and (vi) theFourth Expansion Premises (as defined in the Sixth Amendment), being 2,382rentable square feet on the second (2nd)floor of the Building.

 

WHEREAS, Landlord and Tenanthave agreed to enter into this Seventh Amendment to Lease to renew the term ofthe Lease and to amended certain additional provisions to the Lease.

 

NOW, THEREFORE, for good andvaluable consideration, the receipt and sufficiency of which is hereby mutuallyacknowledged, Landlord and Tenant agree as follows:

 

6.             Capitalized Terms. Unless otherwisedefined herein, all capitalized terms used in this Amendment shall have themeanings ascribed to them in the Lease, and all references in the Lease to the “Lease”or “this Lease” or “herein” or “hereunder” or similar terms or to any sectionthereof shall, after the Effective Date, mean the Lease, or such section thereof,as amended by this Amendment.

 

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2.             Premises Square Footage.Section 1.1 of this Lease is hereby amended by amending the term “PremisesSquare Footage” as follows:

 

PremisesSquare Footage                                        23,413rentable square feet

 

3.             Term Commencement Date.Section 1.1 of this Lease is hereby amended by providing that as of January 1,2011, the term “Original Term Commencement Date” shall be deleted and replacedwith the term the “Term Commencement Date” throughout this Lease.

 

4.             Section 2.2.            Term. Section 2.2 of the Lease shall be amended as of January 1, 2011to read as follows:

 

Section 2.2             Term. TO HAVE AND TO HOLD for aterm (the “Term”) beginning on the Term Commencement Date which shall be January 1,2011 and expiring on December 31, 2017 (the “Term Expiration Date”),unless earlier terminated as provided for in Section 2.4.

 

5.             Section 2.3             Renewal Term. Section 2.3 of the Lease is hereby deleted in its entirety andreplaced with the following provision.

 

Section 2.3.            Option to Extend Term for Extension Terms.Tenant shall have two (2) separate options to extend the Lease Term for anadditional five (5) year period (i.e., for a total, if both such optionsare exercised as provided herein, of ten (10) successive years beyond theTerm) beyond the Term or the first Extension Term, as the case may be (eachfive year period being referred to herein as an “Extension Term”), provided(i) Tenant shall give notice to Landlord of its exercise of such optionnot less than twelve (12) months prior to the expiration of the Term or thefirst Extension Term, as the case may be, (ii) no default beyond anyapplicable grace period in the obligations of Tenant under this Lease shallexist at the time each such notice is given, and (iii) at the time eachsuch option is exercised, the original Tenant hereunder, a permitted assigneeof the Tenant under Section 10.14 or any “Approved Entity” (as such termis defined in Section 10.14) shall be in occupancy of at least 50% of theentire Premises then demised hereunder. All of the terms and provisions of thisLease, as amended, shall be applicable to each Extension Term except thatTenant shall have no option to extend the Lease Term beyond the secondExtension Term.

 

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6.             Premises and Term. Section 2 ofthe Lease is hereby amended by adding the following provision:

 

Section 2.4. EarlyTermination Option. Tenant shall have one option (“Early Termination Option”)to terminate the Lease as of December 31, 2015 (the “Early TerminationDate”) upon prior written notice to Landlord provided no later than December 31,2014 (the “Early Termination Notice”) and upon payment of a termination paymentof Twenty-six Thousand Six Hundred Seventy-six and 57/100 Dollars ($26,676.57)(the “Termination Payment”), which payment shall be delivered with the EarlyTermination Notice. In the event that Tenant shall fail to pay the TerminationPayment with its Early Termination Notice, the Early Termination Option shallbe null and void and the Tenant’s obligations under this Lease shall continuefor the remainder of the Term.

 

7.             Annual Fixed Rental Rate.Section 1.1 of the Lease is amended by deleting the provisions regardingthe “Annual Fixed Rental Rate” and inserting the following language:

 

| Annual Fixed Rental Rate: |   | As of January 1, 2011 and  through December 31, 2012: $379,307.50 per annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|---------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                      |   | (ii) As of January 1, 2013  and annually thereafter, (the “Adjustment Date”) the Annual Fixed Rental Rate  shall be calculated for the immediately following twelve (12) month period  that begins with the applicable Adjustment Date as follows: An annual amount  equal to the product of the Annual Fixed Rental Rate payable for the then  preceding twelve (12) month period multiplied by the Increase Factor.                                                                                                                                                            |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                      |   | For purposes of this  Lease, the “Increase Factor” shall mean a fraction, the numerator of which  shall be the “Index” (defined below) as issued for the month of November that  immediately precedes the applicable Adjustment Date and the denominator of  which shall be the Index as issued for the month of November in the year  immediately prior to the month of November that immediately precedes the  applicable Adjustment Date. Notwithstanding the foregoing, if the numerator is  less than the denominator, then the Increase Factor shall be one (1). |

 

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|   |   | Index  shall mean the Consumer Price Index for Urban Wage Earners and Clerical  Workers, Boston – Brockton – Nashua, MA – NH – ME – CT. All Items –  Series A (1982 – 84 = 100) issued by the Bureau of Labor Statistics of  the United States Department of Labor. In the event that the Index shall  hereafter be converted to a different standard of reference base or otherwise  revised, the determination of the Increase Factor shall be made with the use  of such conversion factor, formula, or table for converting the Index as may  be published by the Bureau of Labor Statistics or, if said Bureau shall not  publish the same, then with the use of such conversion factor, formula, or  table as may be published by Prentice Hall, Inc., or failing such  publication, by any other nationally recognized publisher of similar  statistical information. In the event that the Index shall cease to be  published, then, for the purposes of determining the Increase Factor, there  shall be substituted for the Index such other Index as Landlord and Tenant  shall agree upon, and, if they are unable to agree within ninety (90) days  after the Index ceases to be published, such matter shall be determined in  Boston by arbitration in accordance with the Rules of the American  Arbitration Association. |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

8.             Tenant Improvement Allowance.Section 4 of the Lease is hereby amended by adding the following newprovision:

 

Section 4.4.            Tenant Improvement Allowance.Landlord shall provide Tenant with an allowance, subject to the provisions ofSection 10.4 below, up to the aggregate amount of $93,368 (“TenantImprovement Allowance”) which monies shall be disbursed to Tenant not more thanonce monthly for its costs of non-structural improvements to the Premisesincluding carpet and paint, but excluding furniture and equipment. A maximum offifteen percent (15%) of the Tenant Improvements Allowance may be applied tosoft costs. The applicable portion of the Tenant Improvement Allowance shall bedisbursed to Tenant thirty (30) days after Tenant’s presentation to Landlord of(i) detailed invoices supporting improvement costs which invoices shallreasonably itemize such costs on a line item basis, (ii) evidence of suchimprovement, (iii) lien waivers from contractors installing suchimprovements and (iv) other supporting documentation reasonably requestedby the Landlord. All disbursement requests must be made prior to

 

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December 31, 2011. Theunused portions of the Tenant Improvement Allowance may not be used for anyother purpose, including the payment of Rent.

 

9.             Section 10.4           TenantWork. The first paragraph of Section 10.4 ishereby amended by deleting such paragraph in its entirety and inserting thefollowing language:

 

Section 10.4.          Tenant’s Work. Except as otherwisedescribed in this Section 10.4, Tenant shall not make any installations,alterations, additions or improvements in or to the Premises, including,without limitation, any apertures in the walls, partitions, ceilings or floors,without on each occasion obtaining the prior written consent of Landlord(i) which consent, as to installations, alterations, additions orimprovements that do not affect the Building systems or the structure of thePremises or Building, shall not be unreasonably withheld or delayed and(ii) which consent shall not be necessary as to cosmetic improvements(i.e., painting and carpeting) that does not cost more than $150,000 in any oneinstance. Any such work so approved by Landlord shall be performed only inaccordance with plans and specifications (except for cosmetic improvements) anda construction schedule therefor reasonably approved in advance by Landlord.Tenant shall procure, at Tenant’s sole expense, all necessary permits andlicenses before undertaking any work on the Premises and shall perform all suchwork in a good and workmanlike manner employing materials of good quality andso as to conform with all applicable zoning, building, fire, health and othercodes, regulations, ordinances and laws and with all applicable insurancerequirements. Prior to commencing any work at the Premises, Tenant shallprovide Landlord with a copy of the executed contract with the generalcontractor for such work. If requested by Landlord, Tenant shall furnish toLandlord prior to the commencement of any such work a bond or other securityacceptable to Landlord assuring that any work by Tenant will be completed inaccordance with the approved plans and specifications. Tenant shall keep thePremises at all times free of liens for labor and materials. Tenant shallemploy for such work only contractors approved by Landlord, which approvalshall not be unreasonably withheld, and shall require all contractors employedby Tenant to carry worker’s compensation insurance in accordance with statutoryrequirements and commercial public liability insurance covering suchcontractors on or about the Premises in amounts that at least equal the limitof $2,000,000 and to submit certificates evidencing such coverage to Landlordprior to the commencement of such work. Tenant shall save Landlord harmless andindemnified from all injury, loss, claims or damage to any person or propertyoccasioned by or growing out of such work. Subject to compliance with the termsof Section 10.6 of this Lease, Landlord may inspect the work of Tenant atreasonable times and give notice of observed defects.

 

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10.           Section 10.14  Assignment andSubletting. Section 10.14 of theLease is hereby amended by deleting the fifth paragraph in its entirety andreplacing it with the following provision:

 

If for any Transfer, Tenantshall receive rent or other consideration, either initially or over the term ofthe assignment of sublease, in excess of rent (or in the case of the subleaseof part, in excess of such rent allocable to the part) after appropriateadjustments to assure that all other payments called for hereunder are taken intoaccount and after deducting Tenant’s reasonable legal, brokerage and leaseholdimprovement cots, all amortized ratably over the tern of the sublease orassignment, incurred for such sublease or assignment, Tenant shall pay toLandlord, as Additional Rent, fifty percent (50%)**of suchexcess of such payment of rent or other consideration received by Tenant,promptly after its receipt.

 

11.           Broker. Section 1.1 of theLease is hereby amended by amending the definition of Broker therein bydeleting “Whelan Associates, LLC” and replacing with “Jones Lang LaSalle”.

 

12.           Section 14.7  Brokerage. Section 14.7 of the Lease is hereby amended by adding the followingsecond paragraph:

 

The total commission due tothe Broker for the extension of the Term shall be One Hundred Six Thousand TwoHundred Six and 00/100 Dollars ($106,206) and shall be payable as follows:

 

(i)              Uponexecution of this Amendment by both parties, Landlord shall pay to BrokerSeventy-five Thousand, Eight Hundred Sixty-one and 50/100 Dollars ($75,861.50)which is an amount equal to four percent (4%) of the rent to be paid for thefirst 5 years of the Extension Term.

 

(ii)             Onthe first day of the sixth lease year of the Extension Term, Landlord shall payto Broker Thirty Thousand, Three Hundred Forty-four and 50/100 Dollars($30,344.50); provided that Tenant has not exercised its termination optionunder Section 2.4 of the Lease as amended hereby.

 

13.           Right of First Offer. Section 3 ofthe Lease is hereby amended by adding the following provision.

 

Section 3.3.            Right of First Offer. During the Term andthe first Extension Term, Tenant shall have a right of first offer on any spacethat becomes available in the Building subject to existing leasing agreements(the “First Offer Space”).

 

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“Available” space includes,without limitation, space that Landlord intends, in its sole discretion, torecapture from an existing tenant (whether by an earlier termination of anexisting lease or pursuant to applicable sublease recapture provisionstherein). Before entering into a lease for the First Offer Space with a thirdparty (other than any existing tenant or occupant of such space), Landlordshall notify Tenant of the economic terms of the effective rent and any othermaterial terms or conditions (such as the actual recapture of space from anexisting tenant, if applicable, as set forth above) on which Landlord intendsto lease the space (“Landlord’s Notice”). Within ten (10) business daysafter receipt of the Landlord’s Notice, Tenant may, by written notice deliveredto Landlord (i) reject Landlord’s Notice, or (ii) reject Landlord’sNotice but offer to lease such space from Landlord on different economic terms,or (iii) accept the terms set forth in Landlord’s Notice (the failure byTenant timely to respond as aforesaid being deemed Tenant’s rejection ofLandlord’s Notice). Any notice given under clause (ii) or (iii) shallconfirm that Tenant will use the First Offer Space for its own use.

 

IfLandlord’s Notice is rejected under clause (i) above (or deemed rejectedby Tenant’s failure to timely respond), then Landlord may enter into any leasefor such space within a one-year period after such rejection or deemedrejection, unless Tenant makes a timely counteroffer under the next grammaticalparagraph.

 

IfTenant timely offers to lease the space on alternative terms as set forth inclause (ii) above, then Landlord shall, by written notice delivered withinthirty (30) days of receipt thereof, either accept or decline such offer (thefailure to so respond being deemed Landlord’s election to decline Tenant’soffer). If such offer under clause (ii) is declined (or deemed declined),then, for a period of one year after Landlord’s receipt of Tenant’s offer,Landlord may enter into any lease for such space at an effective rent (takinginto account any tenant improvement allowance, free rent, or other tenantconcessions) greater than that set forth in Tenant’s offer. If, during such oneyear period, Landlord desires to enter into a third-party lease at an effectiverent less than or equal to the effective rent set forth in Tenant’s offer,Landlord shall deliver to Tenant a new Landlord’s Notice. If Landlord does notenter into any lease within such one-year period, Landlord shall re-commencethe process under this Section before entering into a lease for the space.

 

IfTenant timely accepts the terms in Landlord’s Notice under clause(iii) above or if Landlord timely accepts an offer by Tenant under clause(ii) above, the space shall, subject to the following paragraph below andwithout further action by the parties, be leased by Tenant on the acceptedterms and otherwise on all of the terms of the Lease in effect immediatelyprior to such expansion, provided that, at the request of either party,Landlord and Tenant shall promptly execute and deliver an agreement confirmingsuch expansion of the Premises and the estimated date the Premises are to beexpanded pursuant to this Section with a

 

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provision for establishingthe effective date of such expansion based on the actual delivery.

 

Notwithstandingany provision of this Section to the contrary, Tenant’s Expansion Optionshall be void, at Landlord’s election, if (i) Tenant is in materialdefault under the Lease, after any applicable notice and cure periods haveexpired, at the time prior to the time Tenant makes any election with respectto the First Offer Space under this Section, or (ii) except for PermittedTransfers, Tenant has assigned the Lease or subleased more than twenty percent(20%) of Premises Square Footage. Nothing in this Section shall beconstrued to grant to Tenant any rights or interest in any particular space inthe Building, and any claims by Tenant alleging a failure of the Landlord tocomply herewith shall be limited to claims for monetary damages. Tenant may notassert any rights in any space nor file any lis pendens or similar notice withrespect thereto. To be effective, the exercise of Tenant’s rights under thisSection (and notice thereof) shall be unconditional; if Tenant purports tocondition the exercise of such rights or to vary its terms in any manner, thenthe rights granted shall be void and the purported exercise shall beineffective.

 

14.           Ratification. Except as expresslymodified by this Amendment, the Lease shall remain in full force and effect,and as further modified by this Amendment, is expressly ratified and confirmedby the parties hereto. This Amendment shall be binding upon and inure to the benefitof the parties hereto and their respective successors and assigns, subject tothe provisions of the Lease regarding assignment and subletting.

 

15.           Governing Law; Interpretation; and Partial Invalidity. This Amendment shall be governed and construed in accordance with thelaws of the Commonwealth of Massachusetts. If any term of this Amendment, orthe application thereof to any person or circumstances, shall to any extent beinvalid or unenforceable, the remainder of this Amendment, or the application ofsuch term to persons or circumstances other than those as to which it isinvalid or unenforceable, shall not be affected thereby, and each term of thisAmendment shall be valid and enforceable to the fullest extent permitted bylaw. The titles for the paragraphs are for convenience only and not to beconsidered in construing this Amendment. This Amendment contains all of theagreements of the parties with respect to the subject matter hereof, andsupersedes all prior

 

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dealings between themwith respect to such subject matter. No delay or omission on the part of eitherparty to this Amendment in requiring performance by the other party orexercising any right hereunder shall operate as a waiver of any provisionhereof or any rights hereunder, and no waiver, omission or delay in requiringperformance or exercising any right hereunder on any one occasion shall beconstrued as a bar to or waiver of such performance or right on any futureoccasion.

 

16.           Counterparts and Authority.This Amendment may be executed in multiple counterparts, each of which shall bedeemed an original and all of which together shall constitute one and the samedocument. Landlord and Tenant each warrant to the other that the person or personsexecuting this Amendment on its behalf has or have authority to do so and thatsuch execution has fully obligated and bound such party to all terms andprovisions of this Amendment.

 

**[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. THE**

**NEXT PAGE IS THE SIGNATURE PAGE.]**

 

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INWITNESS WHEREOF, the undersigned executed this Amendment under seal as of thedate and year first written above.

 
|   | LANDLORD:                                 |
|--------|-------------------------------------------|
|   |                                      |
|   | MASSACHUSETTS  DEVELOPMENT FINANCE AGENCY |
|   |                                      |
|   |                                      |
|   | By:                                       | /S/  Richard Henderson |
|   |                                      | Name: Richard Henderson |
|   |                                      | Title:  Executive Vice President, Real Estate |
|   |                                      |
|   |    APPROVED  AS TO FORM    | [ILLEGIBLE] |
|   |                                      | Agency  Counsel |
|   |                                      |
|   | TENANT:                                   |
|   |                                      |
|   | CELLDEX  THERAPEUTICS, INC.               |
|   |                                      |
|   |                                      |
|   | By:                                       | /S/  Anthony S. Marucci |
|   |                                      | Name: | Anthony  S. Marucci |
|   |                                      | Title: | President  and CEO |
|        |                                           |  |  |  |

 

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