Exhibit 10.19
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE is made by and between David E. Clem and
David M. Roby, as Trustees of Fort Washington Realty Trust under Declaration of
Trust dated June 19, 1995 recorded in the Suffolk County Registry of Deeds in
Book ________, Page ________, and filed for registration as Document No. 9762301
in the Suffolk County Registry District of the Land Court ("Landlord"), and
Vertex Pharmaceuticals Incorporated ("Tenant") as of the ____ day of December,
1995.
WHEREAS, Fort Washington Limited Partnership, the predecessor in interest
to Landlord, and Tenant entered into that certain Lease dated March 3, 1995 (the
"Lease") with respect to a portion of the property located at 40 Erie Street,
Cambridge, Massachusetts, as more particularly described therein (the "Premises;
and
WHEREAS, Landlord and Tenant desire to amend and modify the terms of the
Lease as more particularly set forth herein.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Section 1.1 of the Lease is hereby amended by deleting the definitions
of the following terms in their entirety: "Annual Fixed Rent Rate," "Annual
Fixed Rent Rate for Phase I Space," "Annual Fixed Rent Rate for phase II
Space," "Annual Fixed Rent Rate for Phase III space," "Build-Out Rent Rate,"
"Phase I Space," "Phase II Space," "Phase III Space," "Premises," "Premises
Design Floor Area," "Scheduled Substantial Completion Dates," "Tenant
Allowance," "Tenant's Design Completion Date," and "Tenant's Proportionate
Fraction." Section 1.1 is hereby further amended by inserting the following new
definitions:
ANNUAL FIXED RENT RATE: The sum of:
(i) the Annual Fixed Rent Rate for the Phase
I Space and (ii) the Annual Fixed Rent Rate
for the Phase III Space, subject to
adjustment in accordance with Article IV
hereof.
ANNUAL FIXED RENT RATE
FOR PHASE I SPACE: Build-Out Rent Rate multiplied
by 44,874 r.S.f., subject to adjustment in
accordance with Article IV hereof.
ANNUAL FIXED RENT RATE
FOR PHASE II SPACE: $0.00, the parties hereby acknowledging and
agreeing that the portion of the Premises
referred to as the "Phase II Space" in the
Lease has been combined with, and constitutes
a portion of, the "Phase I Space," as such
term is defined in this First Amendment to
the Lease.
ANNUAL FIXED RENT RATE
FOR PHASE III SPACE: Shell Rent Rate multiplied by 14,448 r.s.f.,
subject to adjustment in accordance with
Article IV hereof.
BUILDINGS: The Building of which the Premises are a part
known and numbered as 40 Erie Street,
Cambridge, MA, containing approximately
100,454 r.s.f.
BUILDING DESIGN FLOOR
AREA 100,454 r.s.f.
BUILD-OUT RENT RATE: $39.50 p.r.s.f., subject to adjustment in
accordance with Section 2.3 hereof.
PHASE I SPACE: The portion of the Premises consisting of
approximately 44,874 rentable square feet
("r.s.f.") to be located within the Premises
in accordance with Complete Plans therefor
pursuant to Section 3.1 hereof.
PHASE II SPACE: The term "Phase II Space" as used herein
shall have no meaning, the parties hereby
agreeing that the portion of the Premises
referred to as the "Phase II Space" in the
Lease has been combined with, and constitutes
a portion of, the "Phase I Space," as such
term is defined in this First Amendment to
the Lease.
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PHASE III SPACES: The portion of the Premises consisting of
approximately 14,448 r.s.f. to be located
within the Premises in accordance with
Complete Plans therefor pursuant to
Section 3.1 hereof.
PREMISES: Approximately 59,322 r.s.f. of, space in the
Building, as shown on, Exhibit A, consisting
of the Phase I Space and the Phase III Space
(each such Phase being sometimes hereinafter
referred to as a "Phase of the Premises").
PREMISES DESIGN FLOOR
AREA: 59,322 r.s.f.
SCHEDULED SUBSTANTIAL
COMPLETION DATES: Phase I Space: January 1, 1996
Phase III Space: January 1, 2001
TENANT ALLOWANCE: Phase I Space: $4,206,650.00
Phase III Space: $0.00
Phase I Structural Modifications: $166,900.00
TENANT'S DESIGN
COMPLETION DATE Phase I Space: April 1, 1995
Phase III Space: June 1, 2000
TENANT'S PROPORTIONATE
FRACTION: 59.05% subject to adjustments as provided in
Section 2.3 hereof."
2. The Lease is hereby amended by deleting Exhibit A thereto and inserting
in place thereof Exhibit A attached hereto.
3. Any and all references contained in the Lease to the "Phase I Space"
or the "Phase II Space" shall mean and refer to the portion of the Premises
defined in this First Amendment as the "Phase I Space." The Parties hereby
acknowledge and agree that the portion of the Premises referred to as the
"Phase II Space" in the original
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Lease has been combined with, and constitutes a portion of, the "Phase I Space,"
as such term is defined in this First Amendment to the Lease.
4. Section 2.3 of the Lease is hereby amended by inserting the following
at the end thereof:
"In the event that the actual floor area of the Phase I Space after
completion thereof is different from the floor area for the Phase I
Space set forth in Article I of this Lease, then the Build-Out Rent
Rate shall be adjusted in accordance with the following formula:
Adjusted
Build-Out
Rent Rate = $18.00
+
TI Allowance p.s.f. x (36.75 - $18.00)
------------------
$85 p.s.f
Where "TI Allowance p.s.f." is equal to $4,373,550
-----------------
Actual Floor Area
of Phase I Space"
5. Section 4.1 (a) of the Lease is hereby amended by deleting the second
grammatical paragraph thereof and inserting in place thereof the following:
"Landlord and Tenant hereby agree that the Annual Fixed Rent Rate shall
consist of the sum of (i) the Annual Fixed Rent Rate for the Phase I Space
and (ii) the Annual Fixed Rent Rate for the Phase III Space, as the same
may be adjusted in accordance with the provisions of this Article IV."
6. Section 4.1(c) is hereby deleted in its entirety and the following new
Section 4.1(c) is hereby inserted in place thereof:
"(c) Adjustment for Unused Tenant Allowance. In the event that the cost
of constructing the Leasehold Improvements for the Phase I Space and the
Phase I Structural Modifications is less than the sum of the Tenant
Allowance for the Leasehold Improvements Phase I Space and the Tenant
Allowance for the Phase I Structural Modifications, the Annual Fixed Rent
Rate for the Phase I Space set forth in Section 1.1 shall be adjusted in
accordance with the following formula:
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Adjusted Annual
Fixed Rent Rate
for Phase I Space = Shell Rent Rate
+
Actual TI x [Build Out Rent Rate -
--------- Shell Rent Rate]
Tenant Allowance
Where "Actual TI" equals the actual portion of the sum of (i) the Tenant
Allowance for the Leasehold Improvements for the Phase I Space and (ii)
the Tenant Allowance for the Phase I Structural Modifications expended by
Landlord in connection with the Leasehold Improvements for the Phase I
Space and the Phase I Structural Modifications.
By way of example, if the actual cost of completing the Leasehold
Improvements for the Phase I Space is $4,100,000 and the actual cost of
completing the Phase I Structural Modifications is $150,000, the Annual
Fixed Rent for the Phase I Space shall be adjusted as follows:
Adjusted Annual
Fixed Rent for
Phase I Space = $18.00 p.r.s.f
+
($4,100,000 + $150,000) x ($39.50 - $18.00)
----------------------
$4,373,550
= $18.00 - $20.89
= $38.89
7. Section 4.1(d) is hereby amended by deleting the words "Phase II Space"
each time they appear in said subsection and inserting in place thereof the
words "Phase I Structural Modifications".
8. Notwithstanding the provisions of Section 10.11 of the Lease, Landlord
and Tenant hereby agree that Tenant shall not be required to provide a
replacement for the existing letter of credit to cover the Security Deposit
Amount effective as a result of this Amendment until such time, as either: (i)
the Annual Fixed Rent Rate shall be adjusted in accordance with Section 4.1(b),
Section 4.1(c), Section 4.1(d), Section 10.12, Section 10.13 or Section 10.14 of
the Lease, (ii) Landlord applies all or any portion of the existing letter of
credit to cure any default by Tenant or (iii) the existing letter of credit
shall expire under its own terms.
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9. (a) Landlord and Tenant hereby acknowledge that certain structural
modifications to the Phase I Space (the "Phase I Structural Modifications")
would be necessary to support the Second Floor Space in the event that Tenant
hereafter elects to exercise its Option to Expand. Landlord hereby agrees to
perform such Phase I Structural Modifications on or before the Scheduled
Substantial Completion Date for the Phase I Space. The Structural Modifications
shall be performed in accordance with that certain "GMP Approval" form accepted
by Tenant on July 27, 1995 (the "GMP Approval"), modifying the work of that
certain Construction Contract for the Leasehold Improvements dated May 9, 1995
by and between Fort Washington Limited Partnership and Siena Construction
Corporation. The Tenant Allowance for the Phase I Structural Modifications is
set forth in Section 1.1 of the Lease.
(b) The terms and conditions of Article 3 of the Lease shall apply
to the Phase I Structural Modifications as though such work constituted a
portion of the Leasehold Improvements for the Phase I Space; provided,
however, that, without limitation of the provisions of Paragraph 4.1(c) hereof:
(i) Tenant shall be separately billed for Landlord's actual cost of the
Leasehold Improvements for the Phase I Space and for the Phase I Structural
Modifications, (ii) the unused portion, if any, of the Tenant Allowance for the
Leasehold Improvements for the Phase I Space shall not be applied to reduce or
offset any TIR due with respect to the Phase I Structural Modifications, and
(iii) the unused portion, if any, of the Tenant Allowance for the Phase I
Structural Modifications shall not be applied to reduce or offset any TIR due
with respect to the Leasehold Improvements for the Phase I Space.
10. The Lease is hereby amended by deleting the table and drawings
attached to Exhibit F of the Lease immediately following (but not including)
"Figure 2: Typical Building Core Spaces" thereof in their entirety and inserting
the table and drawings attached hereto as "Exhibit B" in place thereof.
11. The parties hereby acknowledge and agree that the measurements and
calculations set forth in this Amendment of the Premises Design Floor Area,
the Building Design Floor Area, the Phase I Space and Phase III Space and such
other items set forth herein, are the most current measurements and
calculations thereof and supercede all prior measurements and calculations
thereof.
12. Initially capitalized terms used and not otherwise defined in this
Amendment shall have the meanings given to such terms in the Lease.
13. Except as modified or amended by this Amendment, the Lease is hereby
ratified, confirmed and approved by Landlord and Tenant and shall remain in full
force and effect.
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EXECUTED as a sealed instrument as of the date first above written.
LANDLORD:
/s/ David E. Clem
----------------------------------------
David E. Clem, as Trustee of Fort
Washington Realty Trust, and not
individually
/s/ David M. Roby
----------------------------------------
David M. Roby, as Trustee of Fort
Washington Realty Trust, and not
individually
TENANT:
VERTEX PHARMACEUTICALS INCORPORATED
By: /s/ Richard H. Aldrich
------------------------------------
Name: Richard H. Aldrich
Title: Senior Vice President
By: /s/ [ILLEGIBLE]
------------------------------------
Name: [ILLEGIBLE]
Title: Senior Director of Financial and
Treasurer
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