Prepared by MERRILL CORPORATION




QuickLinks
 -- Click here to rapidly navigate through this document

Exhibit 10.28  


 
 

FIRST AMENDMENT TO LEASE    
  


DATED MAY 1, 2001

TO LEASE DATED NOVEMBER 1, 2000

BETWEEN

RAZORE LAND COMPANY ("LANDLORD")

AND

PHAGE THERAPEUTICS INTERNATIONAL ("TENANT")  


    WHEREAS, Landlord and Tenant have heretofore entered into that certain Lease dated November 1, 2000
(hereinafter referred to as the "Lease") under the terms of which Landlord leased to Tenant approximately 5,148 rentable square feet of space (hereinafter referred to as the "Premises") located at
19017 120th Avenue NE, Suite 102, Bothell, Washington. 


    NOW
THEREFORE, in consideration of the mutual promises of the parties hereto and other good and valuable consideration, the receipt of which is hereby acknowledged, Landlord and
Tenant hereby agree to amend the Lease as follows: 



	1.
	Paragraph
2. Leased Premises: 





Rentable
Square Feet—approximately 5,148 rsf

Rentable Square Feet of additional space—approximately 919 rsf 



	2.
	Paragraph
5.1 Rent: 



Tenant
has agreed to rent the additional 919 sf of space for two (2) years at the rate specified on the attached spreadsheet. At the commencement of year three (3) the rate will be
blended with the existing rate and the additional space will be coterminous with said lease. Attached spreadsheet documents rental schedule and must remain attached as part of this amendment. 



	3.
	Paragraph
8.2 Tenant's Share of Operating Expenses: 



Tenant's
Share shall be 5.98%. 





    Except
as modified and amended herein, all other terms and conditions of this Lease shall remain unchanged and in full force and effect. 







    THIS LEASE IS SUBJECT TO ACCEPTANCE BY LANDLORD. 



	

Agreed and Accepted:	
 	

 	
 	

 
	

 	
 	

TENANT:
	

 	
 	

PHAGE THERAPEUTICS INTERNATIONAL a Florida Corporation
	

 	
 	

By:	
 	

s/s Richard C. Honour

	

 	
 	

Its:	
 	

President & CEO

	

 	
 	

LANDLORD:
	

 	
 	

RAZORE LAND COMPANY, a Washington Corporation
	

 	
 	

By:	
 	

s/s Jim Sepic

	

 	
 	

Its:	
 	

Mgr.










	STATE OF WASHINGTON	 	)	 	 
	 	 	)	 	 
	COUNTY OF KING	 	)	 	 





    On
this day personally appeared before me Richard Honour to me known to be the President &
CEO of Phage TX, the corporation that executed the within and foregoing instrument, and acknowledged that the same instrument to be
               free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that
               was/were authorized to execute said instrument. 


    GIVEN
under my hand and official seal this 11th day of May, 2001. 



	

 	
 	

/s/ Michael Y—
 NOTARY PUBLIC in and for the State of Washington, residing at Woodinville
	 	 	My Commission expires 9/15/04





	

STATE OF WASHINGTON	
 	

)	
 	

 
	 	 	)	 	 
	COUNTY OF KING	 	)	 	 





    On
this day personally appeared before me Richard Honour to me known to be the President &
CEO of Phage TX, the corporation that executed the within and foregoing instrument, and acknowledged that the same instrument to be
               free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that
               was/were authorized to execute said instrument. 


    GIVEN
under my hand and official seal this 11th day of May, 2001. 



	

 	
 	

/s/ Michael Y—
 NOTARY PUBLIC in and for the State of Washington, residing at Woodinville
	 	 	My Commission expires 9/05/04





	STATE OF WASHINGTON	 	 	 	 
	

COUNTY OF SNOHOMISH	
 	

 	
 	

 





    On
this day personally appeared before me Jim Sepic to me known to be the Manager of
Razore Land Co., the corporation that executed the within and foregoing instrument, and acknowledged that the same instrument to be
a free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that
he was/were authorized to execute said instrument. 


    GIVEN
under my hand and official seal this 21st day of May, 2001. 



	

 	
 	

/s/ Margaret A. Tingley
 NOTARY PUBLIC in and for the State of Washington, residing at Everett
	 	 	My Commission expires 6/10/02








PHAGE THERAPEUTICS

MONTHLY BASE RENT CALCULATION  



	 
	 	# of Mos
	 	 
	 	Sq. Ft.
	 	$per Sq. Ft.
	 	Original Space Monthly Rent
	 	Additional Space Monthly Rent
	 	Monthly Total Rent

	Original Lease	 	12	 	11/15/00 - 11/14/01	 	5,148	 	$	15.50	 	$	6,649.50	 	 	 	 	 	 
	 	 	12	 	11/15/01 - 11/14/02	 	5,148	 	$	16.12	 	$	6,915.48	 	 	 	 	 	 
	 	 	12	 	11/15/02 - 11/14/03	 	5,148	 	$	16.77	 	$	7,194.33	 	 	 	 	 	 
	 	 	12	 	11/15/03 - 11/14/04	 	5,148	 	$	17.44	 	$	7,481.76	 	 	 	 	 	 
	 	 	12.5	 	11/15/04 - 11/30/05	 	5,148	 	$	18.13	 	$	7,777.77	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	60.5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

First Amendment (Addt'l Space)	
 	

24	
 	

05/01/01 - 04/30/03	
 	

919	
 	
$	

8.23	
 	
$	

630.00	
 	
 	

 	
 	
 	

 
	 	 	7	 	05/01/03 - 11/30/03	 	919	 	$	16.77	 	$	1,284.30	 	 	 	 	 	 
	 	 	12	 	12/01/03 - 11/30/04	 	919	 	$	17.44	 	$	1,335.61	 	 	 	 	 	 
	 	 	12	 	12/01/04 - 11/30/05	 	919	 	$	18.13	 	$	1,338.46	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	55	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Total Space Schedule Effective 5/1/01	
 	
 	

 	
 	
 	

 	
 	
 	

 	
 	
 	

 
	First Amendment	 	6	 	05/01/01 - 10/31/01	 	6,067	 	$	14.40	 	$	6,649.50	 	$	630.00	 	$	7,279.50
	 	 	1	 	11/01/01 - 11/30/01	 	6,067	 	$	14.68	 	$	6,791.36	 	$	630.00	 	$	7,421.36
	 	 	11	 	12/01/01 - 10/31/02	 	6,067	 	$	14.92	 	$	6,915.48	 	$	630.00	 	$	7,545.48
	 	 	1	 	11/01/02 - 11/30/02	 	6,067	 	$	15.22	 	$	7,064.20	 	$	630.00	 	$	7,694.20
	 	 	5	 	12/01/02 - 04/30/03	 	6,067	 	$	15.48	 	$	7,194.33	 	$	630.00	 	$	7,824.33
	 	 	6	 	05/01/03 - 10/31/03	 	6,067	 	$	16.77	 	$	7,194.33	 	$	1,284.30	 	$	8,478.63
	 	 	1	 	11/01/03 - 11/30/03	 	6,067	 	$	17.07	 	$	7,347.63	 	$	1,284.30	 	$	8,631.93
	 	 	11	 	12/01/03 - 10/30/04	 	6,067	 	$	17.44	 	$	7,481.76	 	$	1,335.61	 	$	8,817.37
	 	 	1	 	11/01/04 - 11/30/04	 	6,067	 	$	17.75	 	$	7,639.63	 	$	1,335.61	 	$	8,975.25
	 	 	12	 	12/01/04 - 11/30/05	 	6,067	 	$	18.13	 	$	7,777.77	 	$	1,388.46	 	$	9,166.23
	 	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	55	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 











QuickLinks


FIRST AMENDMENT TO LEASE