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FIRST AMENDMENT TO SUBLEASE
Dated: July , 1996
WHEREAS, by a Sublease (the "Sublease") dated as of August 31, 1995,
IMMUNOGEN, INC. ("Landlord") sublet unto ASTRA RESEARCH CENTER BOSTON, INC. a
Massachusetts corporation ("Tenant"), certain Premises (more particularly
defined in the Sublease), on the terms and conditions set forth therein. The
Premises demised under the Sublease comprise a portion of the building known as
and numbered 128 Sidney Street, Cambridge, Massachusetts (the "Building"), which
portion contains approximately 30,778 rentable square feet (consisting of 30,309
square of office and laboratory space and 469 square feet of shipping area), and
constitutes the entire Building other than the portion shown on Exhibit A to the
Main Lease, which portion (the "Retained Portion") was retained by Landlord for
its use; and
WHEREAS, Landlord and Tenant now desire to amend the Sublease by, among
other things, expanding the Premises by approximately 6,453 square feet (the
"Additional Space"), so as to comprise the entire Building and Land (as defined
in the Sublease), other than certain loading and office areas, which will
continue to be reserved to the Landlord's use, and amending the right of Tenant
to extend the term of the Sublease.
NOW, therefore, in consideration of the foregoing, and for other good and
valuable consideration, each to the other paid, Landlord and Tenant agree that
the Sublease be amended as follows:
1. Effective as of the date (the "Effective Date") on which Landlord
tenders possession of the Additional Space to Tenant, the description
of the Premises, as set forth in Section 1.0 of the Sublease shall be
amended to read as follows:
"The entire building known as and numbered 128 Sidney Street,
Cambridge, Massachusetts (the "Building"), which contains
approximately 37,700 rentable square feet; excepting, however, and
reserving to Landlord (i) that portion of the loading area of the
Building shown on Exhibit A-1, which portion contains approximately
469 square feet of space, thus leaving the Tenant 37,231 square feet
of space, and (ii) a portion of office area. The Building is located
on the parcel of land (the "Land") shown on the plan attached hereto
as Exhibit B, together with the portion(s) of the parking area located
on the Land as are hereafter designated by Landlord and Tenant
pursuant to Section 9.1 below (collectively, the "Leased Land") (such
portion of the Building being sometimes hereinafter referred to as the
"Premises")."
2. (a) Effective as of the date hereof, Landlord and Tenant confirm that
Tenant has duly exercised its options to extend the term of the
Sublease, as described in Section 2.2 thereof, for both the First
Extended Term and the Second Extended Term, such that the term of the
Sublease will expire on February 28, 1999. In addition to the First
and Second Extended Terms, and provided that, at the time of each such
exercise, (i) there exists no Event of Default under the Sublease;
(ii) the Sublease is still in full force and effect; and (iii) Tenant
shall not have assigned the Sublease or sublet any or all of the
Premises, Landlord agrees that Tenant shall have the right to further
extend the term of the Sublease for two additional
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extended terms (the "Third Extended Term" and the "Fourth Extended
Term," respectively) of six (6) months each. The Third Extended Term
shall commence on March 1, 1999, and shall end on August 31, 1999, and
the Fourth Extended Term shall commence on September 1, 1999, and
shall end on February 28, 2000. Tenant shall exercise each such option
by giving Landlord notice of its desire to do so, not later than (i)
August 31, 1997 with respect to the Third Extended Term, and (ii)
February 28, 1998 with respect to the Fourth Extended Term, it being
agreed that time shall be of the essence with respect to the giving of
each such notice. The giving of any such notice shall automatically
extend the term of this Sublease for the applicable Extended Term, and
no instrument of renewal need be executed. In the event that Tenant
fails to give such notice to Landlord, the term of this Lease shall
automatically terminate at the end of the term then in effect, and
Tenant shall have no further right or option to extend the term of
this Sublease. Each Extended Term shall be on all the terms and
conditions of this Lease, except that the Rent for each Extended Term
shall be determined in accordance with Section 3 below.
3. (a) Tenant shall continue to pay Rent on the existing portion of the
Premises as outlined in the Sublease, which is currently $19.50 per
square foot. In addition, commencing on the Effective Date, Tenant
shall pay rent on the Additional Space at the rate of $6.55 per square
foot per annum. For example, for the period commencing on the
Effective Date and expiring on the last day of the Initial Term, Rent
shall be $642,438.15 ($19.50 x 30,778 square feet contained in the
existing Premises, plus $6.55 x 6,453 square feet of Additional Space)
per annum. Thereafter, the Rent for each portion of the Premises shall
be separately adjusted as provided in the Sublease, as amended hereby,
and the sum of the adjusted rents shall be payable.
(b) The Rent for the Third Extended Term shall be an annualized rate
equal to the product of (x) the annual Rent payable with respect to
the Second Extended Term, multiplied by (y) a fraction, the numerator
of which is the point at which the Index stood at the last day of the
Second Extended Term, and the denominator of which is the point at
which the Index stood at the first day of the Second Extended Term.
The Rent for the Fourth Extended Term shall be an annualized rate
equal to the product of (x) the annual Rent payable with respect to
the Third Extended Term, multiplied by (y) a fraction, the numerator
of which is the point at which the Index stood at the last day of the
Third Extended Term, and the denominator of which is the point at
which the Index stood at the first day of the Third Extended Term.
(c) From and after the Effective Date, pursuant to Section 3.1 of the
Sublease, Landlord hereby designates the following address as the
place to which all payments shall be made to Landlord:
Immunogen, Inc.
333 Providence Highway
Norwood, MA 02062
Attn: Mr. Frank Pocher
4. (a) Effective as of the Effective Date, and notwithstanding the
provisions of Section 5.1 of the Sublease to the contrary, Tenant
shall be responsible for, and pay as provided therein, 100% of all
taxes, special or general assessments, water rents, betterments, rates
and charges, sewer rents and other impositions and charges described
therein, and the definition of "Tenant's Tax Share" shall be amended
to be "100%."
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(b) For purposes of Section 5.3 of the Sublease, it shall be deemed
that Landlord will not apply for any abatement of Taxes, unless
Landlord gives Tenant notice that Landlord will do so, which notice is
given not less than seven (7) days prior to the date on which
applications are due.
5. Effective as of the Effective Date, and notwithstanding the provisions
of Section 6.0 of the Sublease to the contrary, Tenant shall be
responsible for, and pay as provided therein, 100% of all utilities
described therein, including without limitation water and sewer
charges." In addition, effective as of the Effective Date, and
notwithstanding the provisions of Section 7.2 of the Sublease to the
contrary, Tenant shall be responsible for, and pay as provided
therein, 100% of all insurance premiums incurred by Landlord for the
coverages described in such Section.
6. Landlord presently intends to deliver the Additional Space on or about
September 1, 1996, but Landlord shall have no liability for failure to
so deliver the Additional Space on such date. The Additional Space
shall be delivered to Tenant "broom clean," and free of Landlord's
equipment. Landlord warrants to Tenant that the HVAC equipment in the
Additional Space is currently in good working order and condition. In
all other respects, the Additional Space is to be delivered in its
then AS IS condition, without representation or warranty by Landlord.
Landlord shall not be required to perform any work in or to the
Additional Space, or pay any allowance, to make the same ready for
Tenant's occupancy. As to the portion of the Premises that will
continue to be used by Landlord, Landlord and Tenant shall in good
faith cooperate with each other to develop working procedures such
that each party can have useful and regular access to its portion of
such portion as it is entitled to use.
7. Tenant shall promptly deliver to Landlord and Overlandlord an amended
Certificate of Insurance reflecting the increase of the size of the
Premises pursuant to the provisions of this Amendment.
8. From and after the Effective Date, Landlord hereby designates the
following address as the place to which all notices to Landlord shall
be sent:
Immunogen, Inc.
333 Providence Highway
Norwood, MA 02062
Attn: Mr. Frank J.Pocher
9. From and after the Effective Date, and notwithstanding the provisions
of Section 18.3 of the Lease to contrary, Tenant agrees that it shall
be responsible for 100% of all amounts paid by Landlord to
Overlandlord in respect of services provided by Overlandlord under the
Main Lease.
10. Any holding over by Tenant in the Premises beyond the expiration of
the Third or Fourth Extended Terms shall be treated under clause (x)
of Section 21.0 of the Sublease.
11. Tenant hereby represents and warrants to Landlord that: (i) the
Sublease is in full force and effect; (ii) there currently exists no
default (or claim on which a default could be based) on the part of
Landlord under the Sublease; (iii) the individual(s) executing this
Amendment on behalf of Tenant is (are) acting according to direction
of the Board of Directors of Tenant, and has (have) been duly
authorized
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and directed to execute and deliver this Amendment; and (iv) no
approval or consent of any third party or parties (other than
Overlandlord) is required in order for Tenant to be bound by the terms
and conditions hereof.
12. Any capitalized terms not defined herein shall have the meanings
ascribed in the Sublease or the Main Lease.
13. Effective from and after the Effective Date, the Sublease shall be
amended by deleting Exhibit A thereto, and substituting therefor
Exhibit A-1 annexed hereto.
14. Reference is made to that certain Equipment Use and Services
Agreement, between Landlord and Tenant, of even date with the Sublease
(the "Equipment Agreement"). For purposes of clarification, the
provisions of Section 2.0 of the Equipment Agreement shall be deemed
to refer to the term of the Sublease, as affected by this Amendment.
If the term of the Sublease is extended beyond February 28, 1999,
Tenant will pay Rent under the Equipment Agreement as follows: The
Basic Rent for the Third Extended Term shall be an annualized rate
equal to the product of (x) the annual Rent payable with respect to
the Second Extended Term, multiplied by (y) a fraction, the numerator
of which is the point at which the Index stood at the last day of the
Second Extended Term, and the denominator of which is the point at
which the Index stood at the first day of the Second Extended Term.
The Rent for the Fourth Extended Term shall be an annualized rate
equal to the product of (x) the annual Rent payable with respect to
the Third Extended Term, multiplied by (y) a fraction, the numerator
of which is the point at which the Index stood at the last day of the
Third Extended Term, and the denominator of which is the point at
which the Index stood at the first day of the Third Extended Term.
15. Except as herein specifically amended, the Sublease and the Equipment
Agreement are ratified and confirmed.
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WITNESS the execution hereof in multiple counterparts under seal the day
and year first above written.
Landlord: IMMUNOGEN, INC.
By:
Name:
Title:
Hereunto duly authorized
Date:
Tenant: ASTRA RESEARCH CENTER BOSTON, INC.
By:
Name:
Title:
Hereunto duly authorized
Date:
APPROVED:
MASSACHUSETTS INSTITUTE OF TECHNOLOGY
By:
Name:
Title: