THIRD AMENDMENT TO LEASE
EXHIBIT
10.1
THIRD
AMENDMENT TO LEASE
Hemagen
Diagnostics, Inc., a Delaware corporation (hereinafter referred to as “Tenant”),
entered into a lease with the then-owner of the building and surrounding
property located at 0000 Xxx Xxxxxx Xxxx in Columbia, Maryland (the “Property”)
for a space containing approximately 27,975 square feet of gross floor area
and
27,400 square feet of rentable area (the “Premises”). Thereafter, on
or about December 30, 1997, the then-owner of the Property, X. Xxxxxx Xxxxxxxxx,
conveyed his interest in the Property to 9033 Red Branch Road, LLC, a Maryland
limited liability company (hereinafter referred to as
“Landlord”). The Landlord and Tenant have amended the original lease
twice. The First Amendment extended the term until June 30,
2002. The Second Amendment was executed by Landlord on June 15, 2000,
and extended the lease term until June 30, 2007 (the original lease as well
as
any Amendments thereto including the Third Amendment, as defined below, are
herein collectively referred to as the “Lease”). Now, in
consideration of the mutual promises and other consideration already received,
receipt of which is acknowledged by each party to this amendment (hereafter
the
“Third Amendment”), Landlord and Tenant hereby agree as follows:
1. Paragraph
2 of the Lease shall be modified such that the lease term is extended for an
additional five (5) years, commencing on July 1, 2007, and expiring on June
30,
2012 (the “Primary Term”).
2. Effective
the later of (a) September 30, 2007 or (b) upon such date that Tenant notifies
Landlord with 30 days advance notice, that it has vacated the space located
in
the front section of Bay B, the Landlord agrees to accept the return of an
estimated Seven Thousand Two Hundred and Ninety (7,290) square feet, which
is
the front section of Bay B less the pro-rata share of the electrical room and
corridor (the “Returned Space”) as shown on Exhibit 1 to this Third
Amendment. Tenant warrants to Landlord that it has no equipment or
fixtures in the dock area or any area behind or in front of the Returned
Space. The exterior air handler shall only be permitted to be behind
the New Space (hereinafter defined). Tenant acknowledges that any new
tenant occupying the Returned Space has the right to utilize the corridor as
a
primary or secondary entrance providing that Tenant retains access to the
Electrical Room. The Premises, which is currently defined in the
Lease as Bays C, D, and the front part of Bay B, shall be reduced to
approximately 20,110 square feet including the Tenant’s allocable share of the
electrical room and hallway to the electrical room that is located within Bay
B
(the “New Space”). The New Space shall be Bay C and D only and the
Tenant’s proportionate share of the Property shall be reduced to Thirty Three
point Five Two Percent (33.52)% (20,110/60,000) if Tenant reduces the size
of
the Premises to the New Space. Commencing with the execution of this
Agreement, Landlord shall have the right to show the Returned Space at any
time
during normal business hours.
(a) Tenant
shall be responsible for all costs and expenses in relocating its operations
from the Returned Space and for retro fitting and reconfiguring the interior
of
the New Space. All work performed by Tenant and its contractors shall
meet all applicable building codes and other governmental requirements and
shall
be performed by licensed and properly insured personnel and
contractors. Landlord to be named as
1
additional
insured and provided certificates of insurance from contractors working on
Tenant’s behalf in the New Space and Returned Space.
(b) Landlord
shall be responsible for removing any and all electrical connections and
electrical circuits that serve the New Space from the existing meter located
in
the electrical room in Bay B that serves both the New Space and the Returned
Space to a separate meter to be furnished and installed by Landlord to solely
serve the New Space (collectively, the “Meter Work”). The first
$5,000 of expense incurred by the Landlord in regard to the Meter Work shall
be
paid for by the Tenant by deducting said amount from the Allowance as defined
in
paragraph 2(c) below. The next $5,000 of expense incurred by the
Landlord in regard to the Meter Work shall be split equally between the Landlord
and the Tenant and any expense in excess of $10,000 shall be paid for solely
by
the Landlord. The Landlord shall pass through its actual out of
pocket costs incurred in regard to the Meter Work as described above, without
any additional overhead or markup but only to the extent that the total cost
to
Tenant shall not exceed $10,000 including the initial $5,000 as described
above.
All
damage i.e., drywall, floor and otherwise, caused by removal of Tenant’s lab
equipment or any other equipment or property from the Returned Space will be
repaired by Tenant (and any expense of Tenant shall be deducted from the
Allowance) and/or replaced if necessary in a workmanlike manner.
Tenant
will remove the personnel door currently separating the Returned Space from
the
New Space and block up any such opening with 8” cinder block. Tenant
and Landlord have agreed to share equally in the cost of the installation of
the
8” cinder block blocking up the opening created from the removal of the
personnel door the space. Returned Space shall be tendered to
Landlord vacant of tenant equipment and property and shall be broom
clean.
(c) Landlord
agrees to provide herewith a Tenant Improvement Allowance of $154,400 ($200,000
less 2006 CAM Rec of $45,100 (as described in section 10 of this agreement)
and
Legal Invoice Settlement of $500) (the “Allowance”) to be used for the purpose
of making “Eligible Repairs” to the New Space. “Eligible Repairs”
shall include any third party non-affiliated costs of new interior construction,
retro fitting and improving existing improvements in and for the New
Space. Eligible Costs also include any Landlord pre-approved third
party non-affiliated cost of commercially reasonable architectural, commercially
reasonable engineering design fees and permit costs in and for the New
Space. In any event Landlord approval shall not be unreasonably
withheld, and shall be made within 10 calendar days after verified receipt
by
the Landlord of complete documents. If Landlord does not respond
within the 10 calendar days, then approval shall be deemed to have
occurred. The cost of purchasing or leasing office furniture,
computer equipment, fixtures or other personal property and equipment are not
Eligible Repairs
(d) The
Landlord agrees to pay invoices from Tenant submitted with appropriate invoices
from third party non-affiliated contractors for completed work approved and
presented by Tenant by the 1st and 15th for Eligible
Repairs with lien
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releases,
bi-weekly estimated to be on the 15th and 30th
days of each
month. Tenant agrees to promptly pay all contractors for amounts in
excess of the Allowance and to take any and all actions necessary to prevent
any
liens related to Tenant’s work from attaching to the Premises. Tenant
shall not be permitted to add the cost of any of Tenants overhead or markup
to
any invoices. In the event the Tenant utilizes a third party
unaffiliated general contractor, the reasonable market cost of overhead or
markup to the invoice will be permitted.
(e) Upon
the expiration or earlier termination of this Third Lease Amendment, Tenant
shall return the Premises to Landlord broom clean and in substantially the
same
condition as “original condition” reasonable wear and tear
excepted. In the case of Tenant making upgrades of office space,
labs, and/or other general space, such upgrades will be considered to be
original condition. Tenant shall remove any of its Trade Fixtures
previously installed or installed after the date of this Lease provided that
Tenant takes reasonable care to patch any holes, properly disconnect and cap
and
identify electrical and plumbing lines, repair any damaged concrete flooring,
remove any mountings, and restore any floor coverings to approximately the
original conditions consistent with the appearance and condition of surroundings
portions of the Premises. Tenant’s Trade Fixtures shall be those
items installed by the Tenant and not integral to the operation of the Property
generally for a successor tenant (without regard to any specialized business
in
which the successor tenant is or might be engaged). Tenant shall
remove building fixtures previously installed by Tenant so long as the Premises
may continue to function in a manner suitable for a successor tenant without
regard to any specialized needs of a successor tenant. Tenant shall
perform all repairs and maintenance in a good and workmanlike manner, using
materials and labor of the same character, kind and quality as originally
employed within the Premises at the time of lease execution; and all such
repairs and maintenance shall be in compliance with all governmental,
quasi-governmental and all applicable authorities laws, requirements, covenants,
easements, ordinances and regulations, as well as all requirements of Landlord’s
insurance carrier.
(f) ALTERATIONS. Tenant
shall not make any alterations, additions or improvements to the Premises or
Property without the prior written consent of Landlord, such consent not to
be
unreasonably withheld, conditioned, or delayed. Notwithstanding the
aforesaid, Tenant, at Tenant’s sole cost and expense, may install trade fixtures
as Tenant may deem necessary, so long as such trade fixtures do not penetrate
or
disturb the structural integrity and support provided by the roof, exterior
walls or subfloors or require excavation of the floor slab or disturbance of
column supports. All such trade fixtures shall be constructed and/or
installed by insured contractors approved by Landlord, such approval not to
be
unreasonably withheld, conditioned or delayed, in a good and workmanlike manner,
and in compliance with all applicable all governmental, quasi-governmental
and
all applicable authorities laws, requirements, covenants, easements, ordinances
and regulations, as well as all requirements of Landlord’s insurance
carrier. In any event, Landlord approval shall not be unreasonably
withheld, and shall be given within 10 business days of verified receipt of
the
complete request. If Landlord does not respond within 10 business
days, then approval shall be deemed to have occurred. Tenant, at its
option, may obtain plans for installation of new windows in the front of the
Premises. Any alterations to the window openings are subject to
Landlord’s sole
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reasonable
approval and shall be done in a good and workmanlike manner pursuant to said
approved plans. If the plans and pricing are agreed to by the
Landlord, then each party shall bear 50% of the cost and expense.
3. Paragraph
3 of the Lease as amended shall be modified to the extent that the Current
Base
Rent from the time period commencing July 1, 2007, shall be as
follows:
(a) July
1 2007 – June 30, 2008: $7.50 per square foot. For the 20, 110
this equates to $150,825 per year, or $12,568.75 per month. For the
months of July, August and September 2007, or until the Tenant shall vacate
the
Returned Space, and the Landlord accepts the Returned Space, the Tenant shall
pay the above Base Rent on the space it occupies, plus its ratable share of
expenses (Taxes, CAM and Insurance) for the Property during the relevant time
period The Base Rent for the Returned Space (7,290 sq ft) shall be $54,675
annually or $4,556.25 per month. The Base Rent for the Returned Space
shall increase to $8.00 per square foot for the second lease year if Tenant
does
not vacate the Returned Space and thereafter increases by three percent (3%)
per
annum until the Tenant does vacate the Returned Space.
(b) July
1, 2008 – June 30, 2009: $8.00 per square foot. This equates to
$160,880.00 per year, or $13,406.67 per month. Note: Figures in 3(b),
3(c) assume that Tenant vacates Returned Space (Rate is applied to 20,110 square
feet.)
(c) July
1, 2009 — June 30, 2010: $8.24 per square foot. This equates to
$165,706.40 per year, or $13,808.87 per month.
(d) Commencing
July 1, 2010, and continuing through June 30, 2012, on each successive July
1 anniversary date, the Base Rent shall escalate 3% per annum
compounded.
(e) Tenant
shall have the right, exercisable by written notice delivered to Landlord not
later than one hundred eighty days (180) days prior to the end of the Primary
Term, to renew and extend this Lease for one (1) additional period of 5
consecutive years, the (“Renewal Term”). The Base Rent for the
Renewal Term shall be 100% of the fair market base rent at that time (but not
in
excess of $10.61 per square foot) but in no event less than 103% of prior year’s
base rent. The Base Rent for the Renewal Term shall escalate three
percent (3%) per lease year compounded during the Renewal Term.
(f) To
the extent that the New Space is in excess of 20,110 square feet, then the
Tenant understands and agrees that the annual or monthly amounts reflected
above
shall be adjusted accordingly.
(g) Any
and all references to the Lease being “absolute Net” are hereby stricken in
their entirety and replaced with the Lease being a “triple net”
Lease. Accordingly, any and all references to taxes, insurance,
common area maintenance charges and utilities are amended as
follows:
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Tenant
shall pay to Landlord, as Additional Rent, Tenant’s pro rata share of the common
area maintenance charges (as such term is hereinafter defined) incurred by
Landlord for and on behalf of the Property; and, in addition thereto, Tenant
shall pay to Landlord, as Additional Rent, Tenant’s pro rata share of any taxes
and insurance (as such terms are hereinafter defined) payable by Landlord in
the
current fiscal year. These charges shall be estimated by Landlord,
paid monthly by Tenant, and reconciled in the succeeding year at such time
chosen by the Landlord at its sole and absolute discretion. Estimated
CAM shall be the greater of the current year’s budget or 105% of the actual
prior year’s reconciled and adjusted CAM expenses. Landlord will use
reasonable efforts to complete the reconciliation within 5 months of the end
of
the Calendar year.
(i) Taxes. Taxes
shall include, without limitation, any tax, assessment, or governmental charge
(herein collectively referred to as “Tax”) imposed against the Property, or
against any of Landlord’s personal property located therein. Taxes,
as herein defined, are predicated upon the present system of taxation in the
State of Maryland. Therefore, if due to a future change in the method
of taxation any rent, franchise, use, or other tax shall be levied against
Landlord in lieu of any Tax which would otherwise constitute a “real estate
tax”, such rent, franchise, use, or other tax shall be deemed to be a Tax for
the purposes herein. Notwithstanding the above, Taxes shall not
include any penalties, late fees, or interest resulting from Landlord’s late
payment of such taxes unless the Tenant has not paid their estimated or billed
Taxes pursuant to the terms of this Third Amendment. In the event
Landlord is assessed with a Tax which Landlord, in its sole discretion, deems
excessive, Landlord may challenge said Tax or may defer compliance therewith to
the extent legally permitted; and, in the event thereof, Tenant shall be liable
for Tenant’s pro rata share of all reasonable costs in connection with such
challenge, regardless if such challenge is successful.
(ii) Insurance. Insurance
shall include, without limitation, premiums for liability, property damage,
fire, workers compensation, rent and any and all other insurance (herein
collectively referred to as “Insurance”) which Landlord deems reasonably
necessary to carry on, for, or in connection with Landlord’s operation of the
Property. In addition thereto, in the event Tenant’s use of the
Premises shall result in an increase of any of Landlord’s Insurance premiums,
Tenant shall pay to Landlord, upon demand, as Additional Rent, an amount equal
to such increase in Insurance. Such payments of Insurance shall be in
addition to all premiums of insurance which Tenant is required to carry pursuant
to this Lease.
(iii) Common
Area Maintenance. Common area maintenance charges (hereinafter
referred to as “CAM”) shall include by way of example but not as a limitation:
the maintenance and repair, if necessary, of the downspouts, gutters access
roads, driveways, sidewalks and passageways; trunk-line plumbing (as opposed
to
branch-line plumbing); common utilities, exterior painting, interior common
area
painting and exterior lighting; landscaping and mowing grass; snow removal;
fire
protection; administrative fees not to exceed 10% of CAM charges, management
fees related to the operation of the property [provided that such
fees
5
are
capped at three percent (3%) of the gross income collected from tenants at
the
Property which may be increased to four percent (4%) of the gross income
collected from tenants at the Property if the Property or 100% of the interests
therein are sold, transferred or otherwise conveyed to an unaffiliated
third-party], and all other expenses incurred by Landlord for or on behalf
of
the Property including Columbia Parks and Recreation Association
fees.
Notwithstanding
the aforesaid, in no event shall CAM expenses include any expense chargeable
to
a capital account or capital improvement pursuant to accounting principles
generally accepted in the real estate industry for similar property types;
nor
shall CAM include any cost associated with leasing, including but not limited
to
brokerage fees, advertising, tenant improvements, attorneys fees in connection
with specific tenants (other than Tenant) and any collection costs associated
with other tenants of the building.
Notwithstanding
anything to the contrary herein, in the event that Landlord determines that
the
estimate paid by Tenant is insufficient to cover the current year charges for
Taxes, Insurance or CAM, Landlord shall have the right to invoice Tenant
monthly, quarterly, or otherwise from time to time, for Tenant’s pro rata share
of the Taxes, Insurance and CAM expenses, as reasonably estimated by Landlord;
and Tenant shall pay to Landlord, as Additional Rent, those amounts for which
Tenant is invoiced within thirty (30) days after receipt of said
invoice.
In
addition to the aforesaid, in the event the Tenant does not complete Tenant
obligations pursuant to Section 7 of the Lease after 10 calendar days from
verified receipt of notice from the Landlord, Landlord reserves the right to
perform any or all of the repairs and maintenance covenanted to be performed
by
Tenant pursuant to Section 7 of the Lease and, in such event, Tenant shall
pay
to Landlord, as Additional Rent, Landlord’s reasonable costs of such repairs and
maintenance. Notwithstanding anything to the contrary herein,
Landlord has the right to complete emergency repairs for work covenanted to
be
performed by Tenant pursuant to Section 7 of the Lease and, in such event,
Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable costs of
such repairs and maintenance.
(iv) Payment
of Additional Rent. Any monies paid in advance to Landlord by
Tenant shall not accrue interest thereon. At the end of each calendar
year or property fiscal year, Landlord shall deliver a statement to Tenant
setting forth the difference between Tenant’s actual pro rata share of Taxes,
Insurance and/or CAM expenses and the total amount of monthly payments paid
by
Tenant to Landlord. Tenant shall thereafter pay to Landlord the full
amount of any difference between Tenant’s actual obligation over the total
amount of Tenant’s estimated payments, within thirty (30) days after notice of
said statement is sent to Tenant; conversely, in the event Tenant’s estimated
payments exceed Tenant’s actual obligation, Landlord shall refund the
overpayment to Tenant or credit the amount to the next installments of CAM
due,
in the Landlord’s sole discretion. In the event this Lease expires on
a date other than the end of a billing period, Tenant’s obligation with respect
to any amounts owed to Landlord shall survive the expiration of the lease term,
and shall be invoiced to Tenant when the same have been accurately determined
or, at Landlord’s option, such amounts shall be
6
reasonably
estimated by Landlord to reflect the period of time the Lease was in effect
during such billing period. If Tenant’s inspection of such records
reveals a variance in Tenant’s favor of more than 10%, then Landlord shall
reimburse Tenant for reasonable third party audit fees (not to exceed $3,000)
so
incurred by Tenant as well as such overpayments on amounts charged.
Landlord
shall maintain complete and accurate records of all Taxes, Insurance and CAM
expenses incurred in connection with the Property. Tenant shall have
the right to inspect such records at Tenant’s sole cost and expense, at the
office of Landlord’s managing agent during said agent’s normal business hours,
upon ten (10) days prior written notice once a calendar
year. Notwithstanding the aforesaid, unless Tenant asserts specific
errors within ninety (90) days after receipt of any invoice, or yearend
statement, it shall be deemed that said invoice, or year–end statement, is
correct.
4. Paragraph
3.3 of the Lease shall be modified to provide that the Tenant’s proportionate
share of all property expenses shall be 33.52% (20,110/60,000), subject only
to
the provisions of Paragraph 3 above.
5. Paragraph
2.2 of the Lease shall be modified to replace 120% of the rental rate and
replace it with 150% of the rental rate.
6. The
following paragraph will be added to Paragraph 19:
Landlord
will cooperate with Tenant’s signage requests, both temporary and permanent,
subject to approvals of Landlord, CA and HRD (and any successor organization
to
HRD), Xxxxxx County government, Park or any other applicable authority as
required. The cost of construction, maintenance and all other permits
and fees associated with such signage shall be at Tenant’s sole costs and
expense. Landlord approves the concept of the installation of an
exterior sign and decoration of the exterior of said Premises, provided that
Tenant removes same from the exterior of the Premises and restores the exterior
of the Premises to the same condition as presently existing when it vacates
the
Premises. The Landlord must provide written approval for signage and
proposed decorations prior to installation thereof and provided further that
Tenant provide Landlord with sketches or descriptions of the proposed artwork
and methods of installation. In any event Landlord approval shall not
be unreasonably withheld, and shall be given within 10 business
days. If Landlord does not respond within the 10 business days, then
approval shall be deemed to have occurred.
7. Paragraph
17 of the Lease shall be modified to require Landlord to provide 24 hours fax
or
verbal notice to show or inspect the Premises during normal business hours
or by
appointment or as otherwise agreed, except in cases of emergency or to make
repairs to roof or utility systems in which case minimal notice shall be
necessary. In addition, Landlord and/or its agent may verbally or by
fax, by giving twelve (12) hours advanced notice, show the Premises to
prospective tenants during normal business hours or by appointment or as
otherwise agreed during the last ninety (90) days of the end of the Lease
term.
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8. Paragraph
26 of the Lease shall be modified to include the following language: This
Lease
and the parties’ respective rights hereunder shall be governed by the laws of
the State of Maryland. In the event of litigation, suit shall
be brought in Xxxxxx County, Maryland. LANDLORD AND TENANT
HEREBY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY. ANY COST AND
EXPENSE INCURRED BY A PARTY TO COLLECT ANY SUMS DUE OR TO ENFORCE ANY TERM
OR
PROVISION HEREOF, INCLUDING REASONABLE ATTORNEYS’ FEES, SHALL BE PAID TO THE
PREVAILING PARTY IN SUCH ACTION PRORATA PER COUNT.
9. The
following paragraph will be added to new Paragraph 28:
Landlord
and Tenant each represent and warrant that except as hereinafter set forth
neither of them has employed any broker in carrying on the negotiations relating
to this Third Amendment. The Landlord’s real estate broker is
KLNB. The Tenant’s real estate broker is CBRE. KLNB and
CBRE shall be paid by the Landlord per separate agreements. Landlord
and Tenant shall indemnify and hold each other harmless from and against any
claim for brokerage or other commission arising from and out of any breach
of
the foregoing representation and warranty.
10. The
following paragraph will be added to new Paragraph 29:
The
Landlord recently provided the Tenant with a reconciliation of CAM charges
and/or Additional Rent pursuant to the Lease for the lease year 2006 including
the cost of the 2002 roof replacement and any prior CAM and/or additional rent
charges under the previous lease years (the “CAM
Reconciliation”). The Tenant disputes the CAM Reconciliation and the
Landlord has agreed to settle the CAM Reconciliation issue by accepting the
sum
of Forty-Five Thousand One Hundred Dollars ($45,100.00) (the “Settlement
Amount”) as full and final settlement of the CAM Reconciliation. Such
amount, $45,100, shall be deducted from the $200,000 Tenant Improvement
allowance described in section 2(c) above. The acceptance by the
Landlord of a lesser amount than the full amount of the CAM Reconciliation
shall
not be deemed an admission of wrongdoing or liability by any party, but only
as
a part of an amicable settlement of certain matters arising in connection with
the CAM Reconciliation. Tenant agrees not to disclose the terms of
this Settlement Amount or any matter relating to the Landlord agreeing to accept
less than the full CAM Reconciliation to any person or entity. Both
parties hereto covenant that they will not xxx, or commence any judicial
proceedings relating to any potential claim or issue regarding the CAM
Reconciliation currently in question.
11. The
following paragraph will be added to new Paragraph 30:
Landlord
and Tenant hereby covenant each for itself, that such individual signing on
behalf of each such party has the full right, power and authority to enter
into
this Third Amendment upon the terms and conditions herein set
forth.
12. The
first sentence of Section 7 of the Lease is hereby deleted in its entirety
and
replaced with the following:
Landlord,
at Landlord’s sole cost and expense, shall replace, if necessary, the
foundation, the exterior walls and the structural portions of the
roof. Furthermore, Landlord, at Landlord’s sole cost and expense,
shall replace, if necessary, the roof membrane. Any repair of the
membrane, foundation, the exterior walls and the structural portions of the
roof
shall be part of
8
the
CAM
expenses. Notwithstanding the aforesaid, in the event any such
replacement, maintenance or repairs are caused by the actions, or failure to
act
of Tenant or Tenant’s employees, agents or invitees, Tenant shall reimburse to
Landlord, as Additional Rent, the cost of all such replacement, maintenance
and
repairs within thirty (30) days after delivery of Landlord’s invoice for
same. For purposes of this Section, the term “exterior walls” shall
not include windows, plate glass, window and door frames, outside lighting,
office doors, dock doors, dock bumpers, office entries, or any exterior
improvement made by Tenant. Landlord reserves the right to designate
all sources of services in connection with Landlord’s obligations under this
Lease. Tenant hereby grants to Landlord the right to enter upon the
Premises, at reasonable times, and upon prior notice, except in emergencies
exclusively determined by Landlord, for the purpose of making inspections and/or
repairs. Tenant shall have the duty to periodically inspect the
Premises and notify Landlord in writing should Tenant observe a need for repairs
or maintenance of any obligation required to be performed by Landlord under
this
Lease. Upon receipt of Tenant’s notice, Landlord shall have a
reasonable period of time to make such repairs or maintenance; however, it
is
expressly understood that Landlord’s liability with respect to the failure or
delay to make any such repairs or maintenance shall be limited to the cost
of
such repairs or maintenance.
All
other
terms of the Lease as previously amended and not modified by this Third
Amendment between Landlord and Tenant shall remain unchanged. Terms
not otherwise defined herein, shall have the meanings set forth in the
Lease. This Third Amendment shall become effective on and only on its
execution and delivery by each party hereto. This Third Amendment
shall be binding upon and shall inure to the benefit of the parties hereto
and
their respective successors and assigns. This Third Amendment
represents the complete understanding between the parties hereto as to the
subject matter hereof. This Third Amendment shall be governed by, and
construed in accordance with the laws of the State of Maryland. The
provisions of this Third Amendment shall control over any inconsistent
provisions in the Lease,
[signature
page follows]
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IN
WITNESS WHEREOF, the parties have executed this Third Amendment as of the dates
indicated below, the effective date of this Amendment to Lease being the date
of
the final execution hereof by Landlord and Tenant.
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WITNESS/ATTEST:
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LANDLORD:
0000
XXX XXXXXX XXXX, LLC
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|
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By:
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/s/S.
Xxxxx Xxxxx
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|
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S.
Xxxxx Xxxxx, Member
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Date: September
11,
2007
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WITNESS/ATTEST:
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TENANT:
HEMAGEN
DIAGNOSTICS, INC.,
a
Delaware Corporation
|
|
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By:
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/s/Xxxxxxx
X. Xxxxx
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Xxxxxxx
X. Xxxxx
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Its:
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President
and CEO
|
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Date: September
11,
2007
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