Exhibit 10.6
101 CAMBRIDGEPARK DRIVE
CAMBRIDGE, MASSACHUSETTS
LEASE SUMMARY SHEET
Execution Date: |
| September 22 , 2021 |
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Tenant: |
| Seres Therapeutics, Inc., a Delaware corporation |
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Tenant's Mailing Address Prior to Occupancy: |
| Seres Therapeutics, Inc. 200 Sidney Street, 4th Floor Cambridge, Massachusetts 02139 |
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Landlord: |
| HCP/King 101 CPD LLC, a Delaware limited liability company |
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Building: |
| 101 Cambridgepark Drive, Cambridge, Massachusetts. The Building is currently under construction and shall consist of five (5) stories and contain approximately 161,040 rentable square feet. The land (the "Land") on which the Building is located is described on Exhibit 2A attached hereto and made a part hereof. |
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Campus: |
| All of the land described on Exhibit 2B (including the Land described above, which Land is a portion of the land described on Exhibit 2B) together with the Building described above, the buildings now known as and numbered 87 Cambridgepark Drive ("Building 87"), and any other building and/or improvements constructed thereon. The Campus includes a parking garage under the Building (the "Garage") which is used in common by the tenants of the Campus. |
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Premises: |
| Phase I Premises: The fourth (4th) floor; |
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| Phase II Premises: A portion of the first (1st) floor, and the fifth (5th) floor. |
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| Areas on the first (1st) floor (8,951 rentable square feet, including the Storage Premises (as defined below)), the fourth (4th) floor (35,575 rentable square feet), the fifth (5th) floor (35,575 rentable square feet, including a vivarium), and the Penthouse floor (2,614 rentable square feet), containing approximately 82,714 rentable square feet in the aggregate. The Premises consist of: |
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| Prime Premises, which will be located on the first (1st), fourth (4th) and fifth (5th) floors. |
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| Penthouse Equipment Premises, which will be located on the Penthouse floor. The Penthouse Equipment Premises are located in a common room (the "Penthouse Equipment Room") which contains equipment of other tenants. |
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| Storage Premises, which will be located on the first (1st) floor. The Storage Premises will be a caged area located in a common room (the "Storage Room") which contains storage areas of other tenants. |
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| The term "Premises" shall mean the Prime Premises, the Penthouse Equipment Premises and the Storage Premises. The Premises are shown on the Lease Plans attached hereto as Exhibit 1A, Exhibit 1B, and Exhibit 1C and made a part hereof (the "Lease Plans"). |
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| Landlord and Tenant stipulate and agree that the rentable square footage of the Building and the rentable square footage of the Premises are based on the BOMA International Standard Method for Measuring Floor Area in Office Buildings (ANSI/BOMA Z65.1-2017) as modified for laboratory uses and applied in the Boston market and shall not be remeasured. |
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Property: |
| The Building, the Garage, the Land, and other improvements located on, and to be constructed on, the Land. |
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Parking Areas: |
| The parking structures (including the Garage located underneath the Building) located on the Campus that Landlord provides for parking by all tenants of space on the Property. |
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Term Commencement Date: |
| Phase I Term Commencement Date: The earlier of (i) the date that Tenant first commences to use the Phase I Premises, or any portion thereof, for any Permitted Use, or (ii) the Substantial Completion, as hereinafter defined, of Landlord's Work, as hereinafter defined applicable to the Phase I Premises. The parties estimate that that the Phase I Term Commencement Date will occur on or about October 15, 2022 ("Estimated Phase I Term Commencement Date"). |
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| Phase II Term Commencement Date: The earlier of (i) the date that Tenant first commences to use the Phase II Premises, or any portion thereof, for any Permitted Use or (ii) the Substantial Completion, as hereinafter defined, of Landlord's Work, as hereinafter defined applicable to the Phase II Premises. The parties estimate that that the Phase II Term Commencement Date will occur on or about December 1, 2022 ("Estimated Phase II Term Commencement Date"). |
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| The "Estimated Term Commencement Date" shall mean, as applicable, the Estimated Phase I Term Commencement Date or the Estimated Phase II Term Commencement Date. |
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| The "Term Commencement Date" shall mean, as applicable, the Phase I Premises Term Commencement Date or the Phase II Premises Term Commencement Date. |
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Rent Commencement Date: |
| Phase I: The date that is three (3) months after the Phase I Term Commencement Date ("Phase I Rent Commencement Date"). |
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| Phase II: The date that is three (3) months after the Phase II Term Commencement Date ("Phase II Rent Commencement Date"). |
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Expiration Date: |
| Ten (10) years and three (3) months after the Phase II Term Commencement Date, except that if the Phase II Term Commencement Date does not occur on the first day of a calendar month, then the Expiration Date shall be the last day of the calendar month in which the date ten (10) years and three (3) months after the Phase II Term Commencement Date occurs. |
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Extension Term: |
| Subject to Section 1.2 below, one (1) extension term of seven (7) years. |
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Landlord's Contribution: |
| Up to $20,678,500.00, subject to Article 4 below and Exhibit 4 attached hereto. |
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Permitted Uses: |
| Subject to Legal Requirements, Tenant shall have the right to use the following portions of the Premises only for the following uses: |
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| Prime Premises: General office, research, development, warehouse and laboratory use, and other ancillary uses (including, but not limited to, the Approved Vivarium Use) related to the foregoing. "Approved Vivarium Use" shall mean small rodents, subject to Section 4.6 of this Lease; |
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| Penthouse Equipment Premises: Installation, operation and maintenance of Tenant's Penthouse Equipment; and |
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| Storage Premises: The storage of Tenant's Hazardous Materials, waste and other materials used or generated by Tenant in the Premises. |
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Base Rent:
RENT YEAR | ANNUAL BASE RENT | MONTHLY PAYMENT |
Phase I Premises only: |
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Months 1-3 of Rent Year 1 | $0.00 | $0.00 |
Months 4-12 of Rent Year 1 | $3,706,599.00* | $308,883.25 |
Phase II Premises only: |
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Phase II Term Commencement Date - the last day of the third (3rd) calendar month following the Phase II Term Commencement Date | $0.00 | $0.00 |
The date which is four (4) months after the Phase II Term Commencement Date - end of Rent Year 1 | $4,647,515.00* | $387,292.92 |
Entire Premises: |
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Rent Year 2 | $8,604,737.42 | $717,061.45 |
Rent Year 3 | $8,862,879.54 | $738,573.30 |
Rent Year 4 | $9,128,765.93 | $760,730.49 |
Rent Year 5 | $9,402,628.91 | $783,552.41 |
Rent Year 6 | $9,684,707.77 | $807,058.98 |
Rent Year 7 | $9,975,249.01 | $831,270.75 |
Rent Year 8 | $10,274,506.48 | $856,208.87 |
Rent Year 9 | $10,582,741.67 | $881,895.14 |
Rent Year 10 | $10,900,223.92 | $908,351.99 |
Rent Year 11 | $11,227,230.64 | $935,602.55 |
*annualized
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Rent Year: |
| Rent Year 1 shall be the twelve-(12)-month period commencing as of the Phase I Term Commencement Date, except that if the Phase I Term Commencement Date occurs on other than the first day of a calendar month, then Rent Year 1 shall commence as of the Phase I Term Commencement Date and shall end on the last day of the calendar month in which the first anniversary of the Phase I Term Commencement Date occurs. Each Rent Year after Rent Year 1 shall be the twelve-(12)-month period immediately following the preceding Rent Year. |
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Operating Costs and Taxes: |
| See Sections 5.2 and 5.3. |
Tenant's Share: |
| A fraction, the numerator of which is the number of rentable square feet in the Premises and the denominator of which is the number of rentable square feet in the Building. As of the Execution Date, Tenant's Share with respect to the Premises is 51.36%. |
Letter of Credit: |
| $6,265,585.53, subject to adjustment as set forth in Section 7.6 below. |
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Guarantor: |
| None. |
EXHIBIT 1A |
| LEASE PLAN - PRIME PREMISES |
EXHIBIT 1B |
| LEASE PLAN - STORAGE PREMISES |
EXHIBIT 1C |
| LEASE PLAN - PENTHOUSE EQUIPMENT PREMISES |
EXHIBIT 2A |
| LEGAL DESCRIPTION - LAND |
EXHIBIT 2B |
| LEGAL DESCRIPTION |
EXHIBIT 3 |
| BASE BUILDING CAPACITIES |
EXHIBIT 4 |
| WORK LETTER |
EXHIBIT 4-1 |
| BASE BUILDING PLANS |
EXHIBIT 4-2 |
| TENANT/LANDLORD RESPONSIBILITY MATRIX |
EXHIBIT 4-3 |
| INITIAL FIT PLAN OF TENANT IMPROVEMENT WORK |
EXHIBIT 5 |
| FORM OF LETTER OF CREDIT |
EXHIBIT 6 |
| LANDLORD'S SERVICES |
EXHIBIT 7 |
| TENANT'S HAZARDOUS MATERIALS |
EXHIBIT 7-1 |
| TENANT'S CONTROL AREAS |
EXHIBIT 8 |
| RULES AND REGULATIONS |
EXHIBIT 8-1 |
| BUILDING RULES AND REGULATIONS |
EXHIBIT 8-2 |
| CONSTRUCTION RULES AND REGULATIONS |
EXHIBIT 9 |
| TENANT WORK INSURANCE SCHEDULE |
EXHIBIT 10 |
| LEED GUIDELINES |
EXHIBIT 11 |
| PARKING AND TRAFFIC DEMAND MANAGEMENT PLAN |
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TABLE OF CONTENTS
1. | LEASE GRANT; TERM; APPURTENANT RIGHTS; EXCLUSIONS | 1 | |
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| 1.2 | Extension Term | 2 |
| 1.3 | Appurtenant Rights | 3 |
| 1.4 | Tenant's Access | 6 |
| 1.5 | No recording // Notice of Lease | 6 |
| 1.6 | Exclusions | 7 |
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2. | RIGHTS RESERVED TO LANDLORD | 7 | |
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| 2.1 | Additions and Alterations | 7 |
| 2.2 | Additions to the Property | 7 |
| 2.3 | Name and Address of Building | 8 |
| 2.4 | Landlord's Access | 8 |
| 2.5 | Pipes, Ducts and Conduits | 9 |
| 2.6 | Minimize Interference | 9 |
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3. | CONDITION OF PREMISES; CONSTRUCTION | 9 | |
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| 3.1 | Condition of Premises | 9 |
| 3.2 | Landlord's Work | 9 |
| 3.3 | Tenant's Remedies in the Event of Delays in Term Commencement Date | 10 |
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4. | USE OF PREMISES | 11 | |
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| 4.1 | Permitted Uses | 11 |
| 4.2 | Prohibited Uses | 11 |
| 4.3 | MWRA Permit | 12 |
| 4.4 | Parking and Traffic Demand Management Plan; Site Action Plan | 12 |
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5. | RENT; ADDITIONAL RENT | 13 | |
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| 5.1 | Base Rent; Additional Rent | 13 |
| 5.2 | Operating Costs | 13 |
| 5.3 | Taxes | 17 |
| 5.4 | Late Payments | 18 |
| 5.5 | No Offset; Independent Covenants; Waiver | 19 |
| 5.6 | Survival | 20 |
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6. | INTENTIONALLY OMITTED | 20 | |
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7. | LETTER OF CREDIT | 20 | |
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| 7.1 | Amount | 20 |
| 7.2 | Application of Proceeds of Letter of Credit | 21 |
| 7.3 | Transfer of Letter of Credit | 21 |
| 7.4 | Cash Proceeds of Letter of Credit | 21 |
| 7.5 | Return of Security Deposit or Letter of Credit | 21 |
| 7.6 | Reduction in Letter of Credit Amount | 21 |
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8. | INTENTIONALLY OMITTED | 22 |
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9. | UTILITIES, LANDLORD'S SERVICES | 22 | |
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| 9.1 | Electricity | 22 |
| 9.2 | Water | 22 |
| 9.3 | Gas | 22 |
| 9.4 | Other Utilities. | 23 |
| 9.5 | Interruption or Curtailment of Utilities | 23 |
| 9.6 | Landlord's Services | 23 |
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10. | MAINTENANCE AND REPAIRS | 23 | |
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| 10.1 | Maintenance and Repairs by Tenant | 23 |
| 10.2 | Maintenance and Repairs by Landlord | 24 |
| 10.3 | Accidents to Sanitary and Other Systems | 24 |
| 10.4 | Floor Load--Heavy Equipment | 24 |
| 10.5 | Premises Cleaning | 24 |
| 10.6 | Pest Control | 25 |
| 10.7 | Service Interruptions | 25 |
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11. | ALTERATIONS AND IMPROVEMENTS BY TENANT | 26 | |
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| 11.1 | Landlord's Consent Required | 26 |
| 11.2 | After-Hours | 27 |
| 11.3 | Harmonious Relations | 27 |
| 11.4 | Liens | 27 |
| 11.5 | General Requirements | 28 |
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12. | SIGNAGE | 28 | |
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| 12.1 | Restrictions | 28 |
| 12.2 | Exterior Signage | 28 |
| 12.3 | Building Directory | 29 |
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13. | ASSIGNMENT, MORTGAGING AND SUBLETTING | 29 | |
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| 13.1 | Landlord's Consent Required | 29 |
| 13.2 | Landlord's Recapture Right | 29 |
| 13.3 | Standard of Consent to Transfer | 30 |
| 13.4 | Listing Confers no Rights | 30 |
| 13.5 | Profits In Connection with Transfers | 30 |
| 13.6 | Prohibited Transfers | 30 |
| 13.7 | Exceptions to Requirement for Consent | 31 |
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14. | INSURANCE; INDEMNIFICATION; EXCULPATION | 32 | |
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| 14.1 | Tenant's Insurance | 32 |
| 14.2 | Indemnification | 33 |
| 14.3 | Property of Tenant | 33 |
| 14.4 | Limitation of Landlord's Liability for Damage or Injury | 34 |
| 14.5 | Waiver of Subrogation; Mutual Release | 34 |
| 14.6 | Tenant's Acts--Effect on Insurance | 34 |
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| 14.7 | Landlord's Insurance | 35 |
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15. | CASUALTY; TAKING | 35 | |
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| 15.1 | Damage | 35 |
| 15.2 | Termination Rights | 36 |
| 15.3 | Rent Abatement | 37 |
| 15.4 | Taking for Temporary Use | 37 |
| 15.5 | Disposition of Awards | 37 |
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16. | ESTOPPEL CERTIFICATE | 37 | |
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17. | HAZARDOUS MATERIALS | 38 | |
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| 17.1 | Prohibition | 38 |
| 17.2 | Environmental Laws | 38 |
| 17.3 | Hazardous Material Defined | 39 |
| 17.4 | Chemical Safety Program | 39 |
| 17.5 | Testing. | 39 |
| 17.6 | Indemnity; Remediation | 40 |
| 17.7 | Disclosures | 42 |
| 17.8 | Removal | 42 |
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18. | RULES AND REGULATIONS | 42 | |
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| 18.1 | Rules and Regulations | 42 |
| 18.2 | Energy Conservation | 42 |
| 18.3 | Recycling | 42 |
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19. | LAWS AND PERMITS | 43 | |
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| 19.1 | Legal Requirements | 43 |
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20. | DEFAULT | 44 | |
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| 20.1 | Events of Default | 44 |
| 20.2 | Remedies | 45 |
| 20.3 | Damages - Termination | 46 |
| 20.4 | Landlord's Self-Help; Fees and Expenses | 47 |
| 20.5 | Waiver of Redemption, Statutory Notice and Grace Periods | 47 |
| 20.6 | Landlord's Remedies Not Exclusive | 47 |
| 20.7 | No Waiver | 47 |
| 20.8 | Restrictions on Tenant's Rights | 48 |
| 20.9 | Landlord Default | 48 |
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21. | SURRENDER; ABANDONED PROPERTY; HOLD-OVER | 48 | |
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| 21.1 | Surrender | 48 |
| 21.2 | Abandoned Property | 50 |
| 21.3 | Holdover | 50 |
| 21.4 | Warranties | 51 |
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22. | MORTGAGEE RIGHTS | 51 | |
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| 22.1 | Subordination | 51 |
| 22.2 | Notices | 51 |
| 22.3 | Mortgagee Consent | 51 |
| 22.4 | Mortgagee Liability | 51 |
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23. | QUIET ENJOYMENT | 52 | |
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24. | NOTICES | 52 | |
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25. | MISCELLANEOUS | 53 | |
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| 25.1 | Separability | 53 |
| 25.2 | Captions | 53 |
| 25.3 | Broker | 53 |
| 25.4 | Entire Agreement | 53 |
| 25.5 | Governing Law | 53 |
| 25.6 | Representation of Authority | 53 |
| 25.7 | Expenses Incurred by Landlord Upon Tenant Requests | 53 |
| 25.8 | Survival | 54 |
| 25.9 | Limitation of Liability | 54 |
| 25.10 | Binding Effect | 54 |
| 25.11 | Landlord Obligations upon Transfer | 54 |
| 25.12 | No Grant of Interest | 54 |
| 25.13 | Financial Information | 54 |
| 25.14 | OFAC Certificate and Indemnity | 55 |
| 25.15 | Confidentiality | 55 |
| 25.16 | Force Majeure | 55 |
| 25.17 | Jury Trial Waiver | 56 |
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26. | RIGHT OF FIRST OFFER | 56 | |
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| 26.1 | Grant of Option | 56 |
| 26.2 | Definition of ROFO Premises | 56 |
| 26.3 | Procedures for Exercising ROFO | 57 |
| 26.4 | Conditions to ROFO | 57 |
| 26.5 | Termination of Right of First Offer | 57 |
| 26.6 | Terms of Lease Applicable ROFO Premises | 58 |
| 26.7 | Offering Amendment | 58 |
| 26.8 | Last Acceptance Date | 58 |
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THIS INDENTURE OF LEASE (this "Lease") is hereby made and entered into on the Execution Date by and between Landlord and Tenant.
Each reference in this Lease to any of the terms and titles contained in any Exhibit attached to this Lease shall be deemed and construed to incorporate the data stated under that term or title in such Exhibit. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them as set forth in the Lease Summary Sheet which is attached hereto and incorporated herein by reference.
CREATION OF CONDOMINIUM
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(iii) permit the parking of vehicles so as to interfere with (x) the ability of others, entitled thereto, to park in the common parking areas, or (y) the use of any driveway, corridor, footwalk, parking area, or other Common Areas; (iv) receive or ship articles of any kind outside of those areas reasonably designated by Landlord; (v) conduct or permit to be conducted any auction, going out of business sale, bankruptcy sale (unless directed by court order), or other similar type sale in or connected with the Premises; (vi) use the name of Landlord, or any of Landlord's affiliates in any publicity, promotion, trailer, press release, advertising, printed, or display materials without Landlord's prior written consent; or (vii) except in connection with Alterations (hereinafter defined) approved by Landlord, cause or permit any hole to be drilled or made in any part of the Building.
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Prior to the fiscal year in which the Unit has been created and assessed (the "Applicable Fiscal Year"), Landlord shall allocate Taxes which are incurred with respect to the Common Areas of the Campus on a reasonable basis. From and after substantial completion of any occupiable improvements constructed as part of a Future Development, if such improvements are not separately assessed, Landlord shall reasonably allocate Taxes between the Building and such improvements and the land area associated with the same. From and after the Applicable Fiscal Year, such allocation shall be effected based upon the Taxes payable by Landlord with respect to the unit in the Condominium in which the Property is located.
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(24) hours' notice except in the event of an emergency, to interrupt, curtail, or stop (i) the furnishing of hot and/or cold water, and (ii) the operation of the plumbing and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption, curtailment, stoppage or suspension, but, except as set forth in Section 10.7, there shall be no diminution or abatement of Rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of Tenant's obligations hereunder reduced, and Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systems.
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Landlord shall list Tenant within the directory in the Building lobby. The initial listing shall be at Landlord's cost and expense, and any changes to such directory listing shall be at Tenant's cost and expense. Tenant shall have the right, at Tenant's cost and expense, to install a Building standard Tenant identification sign at the entrance to the Premises.
Subject to Section 13.7 below, Tenant shall, prior to offering or advertising the Premises or any portion thereof for a Transfer, give a written notice (the "Recapture Notice") to Landlord which: (i) states that Tenant desires to make a Transfer, (ii) identifies the affected portion of the Premises (the "Recapture Premises"), (iii) identifies the period of time (the "Recapture Period") during which Tenant proposes to sublet the Recapture Premises, or indicates that Tenant proposes to assign its interest in this Lease, and (iv) offers to Landlord to (x) terminate this Lease with respect to the Recapture Premises (in the case of a proposed assignment of Tenant's interest in this Lease or a subletting for the remainder of the Term of this Lease) or (y) in the event that Tenant shall only propose to sublease all or a portion of the Premises for less than all of the remainder of the Term of this Lease, Landlord shall only have the right to terminate this Lease with respect to
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the Recapture Premises during the Recapture Period (i.e., the Term with respect to the Recapture Premises shall be terminated during the Recapture Period and Tenant's rental obligations shall be proportionately reduced), after which this Lease shall be reinstated with respect to the Recapture Premises. Landlord shall have fifteen (15) business days within which to respond to the Recapture Notice.
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from the date on which Landlord receives all required permits for such restoration.
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Tenant shall at any time and from time to time upon not less than ten (10) business days' prior notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the dates to which Rent has been paid in advance, if any, stating whether or not Landlord is in default in performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, and such other facts as Landlord may reasonably request, it being intended that any such statement delivered pursuant hereto may be relied upon by Landlord, any prospective purchaser of the Building or of any interest of Landlord therein, any Mortgagee or prospective Mortgagee thereof, any lessor or prospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. Time is of the essence with respect to any such requested certificate, Tenant hereby acknowledging the importance of such certificates in mortgage financing arrangements, prospective sales and the like. If Tenant shall fail to execute and deliver to Landlord any such statement within such ten-day
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period, Tenant hereby appoints Landlord as Tenant's attorney-in-fact in its name and behalf to execute such statement, such appointment being coupled with an interest.
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At least five (5) Business Days prior to conducting any tests or taking action within the Premises, Landlord shall notify Tenant in writing with the details and basis of Landlord's belief that any Hazardous Materials have been released on the Premises in violation of this Lease or any Legal Requirement ("Notice of Concern"). If Tenant reasonably disagrees with Landlord that the information contained in the Notice of Concern supports the belief that any Hazardous Materials have been released on the Premises in violation of this Lease or any Legal Requirement, then Tenant and Landlord agree to discuss in good faith an appropriate course of action; provided, however, in the event the Notice of Concern is a result of any notice of a possible violation from a governmental authority, then Tenant shall have no right to disagree with Landlord's election to
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conduct tests or take action within the Premises. If Landlord nevertheless conducts appropriate tests of the Premises or any potion thereof, then Tenant shall pay all reasonable costs of such tests if such tests reveal that Hazardous Materials exist at the Premises in violation of this Lease or any Legal Requirement. Further, Landlord shall have the right to cause a third party consultant retained by Landlord, at Landlord's expense (provided, however, that such costs shall be included in Operating Costs), to review, but not more than once in any calendar year, Tenant's lab operations, procedures and permits to ascertain whether or not Tenant is complying with law and adhering to standard industry practices. Tenant agrees to cooperate in good faith with any such review and to provide to such consultant any information requested by such consultant and reasonably required in order for such consultant to perform such review, but nothing contained herein shall require Tenant to provide proprietary or confidential information to such consultant.
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Wherever "Tenant " is used in subsections (i), (j), (k), (l), (n) or (o) of this Section 20.1, it shall be deemed to include any parent entity of Tenant and any guarantor of any of Tenant's obligations under this Lease.
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Landlord covenants that so long as Tenant keeps and performs each and every covenant, agreement, term, provision and condition herein contained on the part and on behalf of Tenant to be kept and performed, Tenant shall peaceably and quietly hold, occupy and enjoy the Premises during the Term from and against the claims of all persons lawfully claiming by, through or under Landlord subject, nevertheless, to the covenants, agreements, terms, provisions and conditions of this Lease, any matters of record or of which Tenant has knowledge and to any Mortgage to which this Lease is subject and subordinate, as hereinabove set forth.
Any notice, consent, request, bill, demand or statement hereunder (each, a "Notice") by either party to the other party shall be in writing and shall be deemed to have been duly given when either delivered by hand or by nationally recognized overnight courier (in either case with evidence of delivery or refusal thereof) addressed as follows:
If to Landlord: |
| HCP/King 101 CPD LLC |
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| c/o King Street Properties |
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| 800 Boylston Street, Suite 1570 |
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| Boston, MA 02199 |
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| Attn: Stephen D. Lynch |
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With a copy to: |
| Goulston & Storrs PC |
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| 400 Atlantic Avenue |
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| Boston, MA 02110 |
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| Attention: King Street |
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if to Tenant: |
| Seres Therapeutics, Inc. |
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| 200 Sidney Street, 4th Floor |
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| Cambridge, Massachusetts 02139 |
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With a copy to: |
| Seres Therapeutics, Inc. |
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| 200 Sidney Street, 4th Floor |
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| Cambridge, Massachusetts 02139 |
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| Attn: Chief Financial Officer |
Notwithstanding the foregoing, any notice from Landlord to Tenant regarding ordinary business operations (e.g., exercise of a right of access to the Premises, maintenance activities, invoices, etc.) may also be given by written notice delivered by email to those parties listed in Section 2.4. Either party may at any time change the address or specify an additional address for such Notices by delivering or mailing, as aforesaid, to the other party a notice stating the change and setting forth the changed or additional address, provided such changed or additional address is within the United States. Notices shall be effective upon the date of receipt or refusal thereof.
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[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF the parties hereto have executed this Lease as of the Execution
Date.
LANDLORD:
HCP/KING 101 CPD LLC, a Delaware limited liability company
By: | King/Mugar 101 CPD LLC, a Delaware limited liability company, its Manager | |||
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| By: | King Martin LLC, a Delaware limited liability company, its Manager | ||
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| By: | King Street Properties Investments LLC, a Massachusetts limited liability company, its Manager | |
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| By: | /s/ Stephen D. Lynch |
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| Name: Stephen D. Lynch | |
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| Title: Manager |
TENANT:
SERES THERAPEUTICS, INC.,
a Delaware corporation
By: | /s/ Eric Shaff |
Name: Eric Shaff | |
Title: President, Chief Executive Officer |
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