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Exhibit 10.45
LINCOLN STREET TRUST
POST OFFICE BOX 9198
WALTHAM, MASSACHUSETTS 02254-9198
July 30, 1999
Immulogic Pharmaceutical Corporation
610 Lincoln Street
Waltham, Massachusetts 02451
Re: Letter Agreement regarding Tenant Improvements, Insurance,
and Reimbursement of Landlord's Expenses
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Gentlemen:
Reference is hereby made to that certain Lease dated November 29, 1991 and
an amendment thereto dated May 8, 1992 (as amended, the "Lease") between Lincoln
Street Trust as landlord ("Landlord") and Immulogic Pharmaceutical Corporation
as tenant ("Immulogic") whereby Immulogic leased the entire building known and
numbered as 610 Lincoln Street, Waltham, Massachusetts. All terms not defined
herein have the meaning ascribed to them in the Lease.
In connection with the assignment of Immulogic's interest in the Lease to
Scriptgen Pharmaceuticals, Inc. ("Scriptgen") by virtue of the Second Amendment
to Lease, of even date herewith, among Landlord, Immulogic and Scriptgen,
Landlord and Immulogic agree as follows:
1. Commencing August 1, 1999, Landlord shall pay Immulogic a sum equal to
$54,399.00 monthly during the remaining term of the Lease but only if,
as and when Landlord has received from Scriptgen (or any successor
tenant to Scriptgen under the Lease) the monthly installment of Annual
Fixed Rent, together with all other charges and payments then due and
payable under the Lease. Landlord shall pay such sum to Immulogic
within fifteen (15) days of Landlord's receipt thereof.
2. Immulogic shall obtain, at its sole cost and expense, an insurance
policy insuring Landlord, its beneficiary, and their trustees,
employees, agents and
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Immulogic Pharmaceutical Corporation
July __, 1999
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contractors against any and all loss, cost, damage, expense, claims,
or liability arising out of any release of hazardous substances as
defined in Section 5.2 of the Lease caused by Immulogic, its agents,
employees, invitees, licensees or contractors. The insurance shall be
for a term of five (5) years in an amount not less than Five Million
Dollars from an insurance company and in form and substance reasonably
satisfactory to Landlord. Until such time as Immulogic has procured
such policy and Landlord has approved same, the sums due and payable
pursuant to paragraph 1 above shall be retained and held in escrow by
the Landlord (the "Retained Funds"). If such insurance policy is not
delivered within ninety (90) days of the date hereof, Immulogic
forfeits all right, title and interest to the Retained Funds and all
other amounts due under paragraph 1 above and Landlord shall terminate
the escrow and shall keep the Retained Funds and all other amounts due
under paragraph 1 above.
3. Immulogic has paid to Landlord as of the date hereof the sum of
$4,000.00 as reimbursement to Landlord for legal expenses and
disbursements incurred by Landlord in connection with this
transaction.
This lease agreement shall be binding upon and for the benefit of the parties'
successors and assigns.
LINCOLN STREET TRUST, Landlord
By: /s/ Michael D. Bank
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Name: Michael D. Bank
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Title: Managing Trustee
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Agreed and acknowledged:
IMMULOGIC PHARMACEUTICAL
CORPORATION
By: /s/ J. Richard Crowley
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Name: J. Richard Crowley
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Title: President
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