Exhibit 10.1


 


FOURTH
AMENDMENT TO LEASE


 


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 Fourth Amendment Commencement Date, the
Lease Term set forth in the Reference Data Section is extended through February 28,
2010.


 


2.             After the Fourth Amendment Commencement Date, the Base
Rent shall remain the same as previously set forth in the Reference Data
Section.


 


3.             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.


 


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


 


5.             After the Fourth Amendment Commencement Date, Tenant’s
Proportionate Share shall remain the same as previously set for the in the
Amended Reference Data Section.


 


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


 


7.             Landlord and Tenant agree that the
Leased Premises shall be delivered in “as is” condition.


 


8.             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.


 


9.             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.


 


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


 


11.           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
5th day of January, 2009.


 




	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
  1050 Hingham Street
  Realty Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ illegible

  
	
   

  	
   

  	
   

  	
  Trustee and not
  individually

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
  BioSphere
  Medical, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Martin J. Joyce

  
	
   

  	
   

  	
   

  	
   
  duly authorized

  






 

















 


AMENDED
REFERENCE DATA


REFLECTING FOURTH
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

  	
  June 27, 2000

  
	
   

  	
   

  	
  Second Amendment

  	
  January 21, 2005

  
	
   

  	
   

  	
  Third Amendment

  	
  February 24, 2006

  
	
   

  	
   

  	
  Fourth Amendment

  	
  January 5, 2009

  
	
   

  	
   

  	
   

  	
   

  
	
  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:

  	
   

  	
  The entire first floor
  (excluding the common entrance lobby) 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.

  
	
   

  	
   

  	
  Prior to the Fourth
  Amendment 12,995 square feet.

  
	
   

  	
   

  	
  After Fourth 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:

  	
   

  	
  Nine
  (9) years, eleven (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 -
  extension per Fourth Amendment – one (1) year ending February 28,
  2010)

  
	
   

  	
   

  	
   

  
	
  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

  
	
   

  	
   

  	
   

  
	
  Fourth Amendment

  	
   

  	
   

  
	
  Commencement Date:

  	
   

  	
  March 1, 2009

  
	
   

  	
   

  	
   

  
	
  Base Rent:

  	
   

  	
   

  



 


	
   

  	
   

  	
  Annual

  	
   

  	
  Monthly

  	
   

  
	
  Periods

  	
   

  	
  Base Rent

  	
   

  	
  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, 2010

  	
   

  	
  $

  	
  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 –
  2/28/10

  	
   

  	
  $

  	
  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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prior to Fourth
  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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  After Fourth 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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prior to Fourth 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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  After Fourth 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, Third and
  Fourth 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%

  
	
   

  	
   

  	
  Prior to Fourth
  Amendment 32.675%

  
	
   

  	
   

  	
  After Fourth 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 7 of
  Fourth Amendment to Lease