exv10w45






Exhibit 10.45




Amendment to Lease Agreement




     This Amendment to Lease Agreement (“AGREEMENT”) made and entered into this 27th day of January
2009, by and between RED GATE III LLC (“LANDLORD”) and ENTREMED, INC. (“TENANT”).



WITNESSETH:




     Whereas, the LANDLORD and TENANT entered into a certain lease (“LEASE”) dated June 10, 1998,
covering 46,267 square feet of space (“PREMISES”) located in 9640 Medical Center Drive, Rockville,
Maryland (“BUILDING”).



     Now, therefore, the parties hereto, intending to be legally bound, do covenant and agree as
follows:



     1. The TENANT desires and the LANDLORD agrees to remove 37,713 square feet of space from
LEASE, thus decreasing the total square footage to 8,554 square feet (core factor included).



     2. (a) The TENANT shall occupy the first floor of Building only and shall have use of the
loading dock and reception area.




     (b) The TENANT shall have access to use a designated laboratory bench and hood located
in Rooms 302 and 303 and the -70 degree refrigerators located on the third floor, access to
the basement including a designated portion of the vivarium and the file room. The TENANT
agrees that such areas for access can be changed if the parties subsequently determine a
different location within the building is more advantageous or cost-effective to both
parties. The TENANT agrees that its use of these areas will terminate when the Landlord
enters into a lease with a primary tenant who desires to exclusively occupy such areas. The
TENANT may independently negotiate a shared used arrangement with such primary tenant.




     (c) The TENANT shall continue to have access (i) to the computer server room located
on the second floor and (ii) all other areas of the building solely to complete its
wind-down and cleanup activities, which TENANT agrees to complete as soon as practicable.




     (d) The TENANT shall pay utilities in areas referenced in Paragraph 2 Section a, b,
and c. TENANT shall be responsible to shut off utilities in all unused areas.



     3. The TENANT desires and LANDLORD agrees to extend LEASE for a period of twelve (12) months
commencing March 1, 2009 and terminating February 28, 2010.



     4. The annual Minimum Rent for the Premises shall be in the amount of One Hundred Ninety Five
Thousand Four Hundred Fifty Eight and 90/100 Dollars ($195,458.90). Payable without deduction or
set off in equal monthly installments of Sixteen Thousand Two Hundred Eighty Eight and 24/100
Dollars ($16,288.24).



     5. As per Section 4 of Lease Agreement, The Minimum Rent shall be increased at the end of each
lease year during the term by three percent (3%) of the rent then being paid.



     6. The TENANT’S pro rata share of the real estate taxes shall be 18.5%



     Ratification of LEASE: Except as expressly modified or amended by this AGREEMENT, all terms,
covenants and conditions of the LEASE shall remain the same.



     In witness whereof, LANDLORD and TENANT have caused this AGREEMENT to be executed as of this
27th day of January 2009, and do hereby declare this AGREEMENT to be binding on them, their
respective successors and assigns.



	 	 	 
	WITNESS:

	 	LANDLORD:
	 

	 	RED GATE III LLC
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	By: William M. Rickman
	 
	 	 
	WITNESS:

	 	TENANT:
	 

	 	ENTREMED, INC.
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	By: Cynthia W. Hu, COO