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Exhibit 10.27
SUBLEASE
This instrument is a Sublease (the "Sublease") dated as of June 12, 1998
between CAMBRIDGE NEUROSCIENCE, INC., a Delaware corporation ("Sublessor"), and
MILLENNIUM PHARMACEUTICALS, INC., Delaware corporation ("Sublessee").
The parties to this instrument hereby agree with each other as follows:
ARTICLE I
SUMMARY OF BASIC LEASE PROVISIONS
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1.1 BASIC DATA
ALL CAPITALIZED TERMS USED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN
THE PRIME LEASE (hereinafter defined) UNLESS OTHERWISE DEFINED HEREIN.
Commencement Date:
As to the First Floor Premises - June 12, 1998.
As to the Third Floor Premises - the date of
completion of the "decommissioning" (in the manner
and to the extent required by the regulations of
the U.S. Nuclear Regulatory Commission and or the
Massachusetts Department of Public Health's
Regulations for control of Radiation) of the Third
Floor Premises, as evidenced by a letter from
Sublessor's consultant confirming that the
required close-out radiation survey has been
completed and the Third Floor Premises qualify for
release under such applicable decommissioning
regulations.
Sublessor: Cambridge NeuroScience, Inc.
Present Mailing Address One Kendall Square, Building 700
of Sublessor: Cambridge, Massachusetts 02139
Sublessee: Millennium Pharmaceuticals, Inc.
Present Mailing Address 238 Main Street
of Sublessee: Cambridge, Massachusetts 02142
Attention: Janet Bush
Permitted Uses: For the purposes described in Section 7 of the
Prime Lease (as described below) and no other.
Premises: Approximately 6,000 rentable square feet of space
located on the first floor ("First Floor
Premises"), and approximately 15,000 rentable
square feet of space located on the third floor
("Third Floor Premises"), of
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the building known as Building 600/650/700 (the
"Building") located at One Kendall Square,
Cambridge, Massachusetts as approximately shown on
the attached Exhibit A. The actual rentable area
of the Premises shall be subject to verification
by measurement of the Premises by an architect
reasonably acceptable to both Sublessor and
Sublessee; in the event the final, agreed-upon
measurement of the Premises differs from the
approximations set forth above, the parties agree
to amend the definitions of the amount of Base
Rent and Sublessee's Share accordingly. The
Premises demised under this Sublease comprise a
portion of the premises leased (the "Leased
Premises") to Sublessor by Prime Lessor (as
defined below) under the Prime Lease (as defined
below).
Prime Lease: That certain lease, dated as of July 16, 1992,
between the Trustees of Old Kendall Realty Trust
(the "Initial Prime Landlord"), as lessor, and
Sublessor, as lessee, as amended by a First
Amendment dated September 22, 1992, a Second
Amendment dated September 22, 1993, a Third
Amendment dated March 11, 1996, and a Fourth
Amendment dated June 17, 1997.
Prime Lessor: Cambridge Athenaeum LLC, as successor to the
Initial Prime Landlord.
Base Rent As of the First Floor Premises Commencement Date,
$248,520.00 per annum ($41.42 per rentable
square feet), payable in monthly installments of
$20,710.00 each; from and after the Third Floor
Commencement Date, $869,820.00 per annum, payable
in monthly installments of $72,485.00 each.
Additional Rent: So that the Base Rent payable to Sublessor
hereunder shall be net to Sublessor (except for
Taxes and the other exclusions described below),
Sublessee shall pay as additional rent hereunder:
(a) Sublessee's Share of all amounts in the nature
of pass throughs of operating expenses, insurance
charges and charges for utility usage payable by
Sublessor as tenant under the Prime Lease to the
Prime Lessor in connection with operating
expenses, insurance charges and utility charges
attributable generally to the Building or the
Leased Premises under the Prime Lease, including
the Premises, specifically including, without
limitation, all amounts paid by Sublessor to Prime
Lessor as "Rent Adjustments" under Sections 5.1 -
5.3 of the Prime Lease (in that regard, Sublessor
shall deliver to Sublessee a copy of the annual
statement of operating
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expenses received by Sublessor from Prime Lessor
under Section 5.3 of the Prime Lease); (b) any
expenses, taxes, insurance charges, dumpster
charges, and utility charges that are (i) incurred
by Sublessor in connection with its providing of
those utilities, maintenance and repair services
required to be provided by Sublessor under the
terms of this Sublease and (ii) applicable
exclusively to the Premises; (c) any additional
costs incurred by Sublessor in connection with its
provision of those utilities, maintenance and
repairs which Sublessor is required under the
terms of this Sublease to provide to the Premises;
to the extent that such additional costs are
applicable to both the Premises subleased
hereunder and those portions of the Leased
Premises occupied by Sublessor or third parties,
Sublessee shall only be obligated to pay its fair
and equitable share thereof; and (d) the fair
market rental value for Sublessee's parking spaces
in the Old Kendall Square Garage (as such fair
market rent value is determined and adjusted from
time to time by Prime Lessor in accordance with
Section 4(ii) of the Prime Lease). Such Additional
Rent shall exclude however, the following: (a)
costs attributable solely to those portions of the
Leased Premises retained by Sublessor and not to
the Premises demised hereunder; (b) costs payable
by Sublessor as tenant under the Prime Lease in
the nature of late penalties or interest, damages
payable on account of tenant defaults, accelerated
rents or charges except to the extent any such
costs are incurred in connection with a default by
Sublessee under this Sublease; (c) any costs for
utilities or the like that are separately metered
to the Premises and that Sublessee pays directly
to the utility company or service provider; and
(d) all amounts paid by Sublessor to Prime Lessor
as "Rent Adjustments" for "Taxes" under Section
5.4 of the Prime Lease.
Security Deposit: $145,000.00.
Sublessee's Share: The rentable square footage of Premises divided by
the rentable square footage of the Leased
Premises, expressed as a percentage; as of the
First Floor Premises Commencement Date, based upon
the First Floor Premises containing 6,000 rentable
square feet, Sublessee's Share shall be 15.408%;
and as of the Third Floor Premises Commencement
Date, based upon the total Premises then
containing 21,000 rentable square feet,
Sublessee's Share shall be increased to 54.782%.
Sublease Term or Term: Beginning on the Commencement Date and expiring at
midnight on July 31, 2000.
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Broker: Gregory Lucas of Murphy, Lynch, Walsh and
Partners, and Robert Richards of Fallon, Hines &
O'Connor, Inc.
Sublessee's Parking Rights: The right to park twenty-one (21) passenger motor
vehicles in the One Kendall Parking Garage; these
parking rights constitute a portion of the
Sublessor's parking rights under the Prime Lease,
and Sublessee's Parking Rights are and shall
remain subject and subordinate to Prime Lessor's
reserved rights with respect thereto.
ARTICLE II
PREMISES
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2.1 SUBLEASE OF PREMISES
Sublessor hereby subleases to Sublessee, and Sublessee hereby accepts and
subleases from Sublessor, upon and subject to the terms and provisions of the
Prime Lease, all of Sublessor's right, title and interest in and to the
Premises, pursuant to the Prime Lease, as both are defined in Section 1.1.
Included as part of the Premises sublet hereunder are all of Sublessor's
appurtenant rights under the Lease to use the common areas and facilities of the
Building and the Lot (as defined in the Prime Lease), subject in all events to
the Prime Lessor's rights reserved and excepted in Section 2 of the Prime Lease.
2.2 PRIME LEASE
2.2.1 Sublessor hereby represents and warrants that: (i) Sublessor is the tenant
under the Prime Lease; (ii) the Prime Lease is in full force and effect; (iii)
Sublessor has not received from Prime Lessor any notice of any default on the
part of Sublessor as tenant under the Prime Lease which has not been cured, nor
has Sublessor given Prime Lessor notice of any default on the part of Prime
Lessor as landlord under the Prime Lease which has not been cured, nor does
Sublessor have any knowledge of any default by either party under the Prime
Lease; (iv) attached hereto as Exhibit C is a true and complete copy of the
Prime Lease; and (v) to the best of Sublessor's knowledge and belief, the
Premises and their electrical, mechanical, plumbing, heating, ventilating and
air-conditioning systems are in working order and repair and in a condition
adequate for the conduct in the Premises of Sublessee's business. Sublessee
warrants and acknowledges that it has reviewed the Prime Lease and is satisfied
with the arrangements therein reflected. Sublessee also warrants that it is
satisfied with the present condition of the Premises (which Sublessee takes "as
is" without any representation or warranty by Sublessor regarding the condition
of the Premises or the fitness of the Premises for any particular use) and with
Sublessee's ability to use the Premises on the terms herein set forth.
2.2.2 The Prime Lease is by this reference incorporated into and made a part
hereof, except that
(i) all references in the Prime Lease to "Landlord", "Tenant", "Lease"
and "Premises", respectively, shall be deemed to refer to Sublessor,
Sublessee, this Sublease and the Premises subleased hereunder,
respectively, except that all references in the following sections and/or
provisions of the Prime Lease to "Landlord", "Tenant", "Lease", and
"Premises", respectively, shall be deemed to refer to "Prime Lessor",
"Sublessee", this "Sublease" and the "Premises
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subleased hereunder", respectively (i.e., it is the intention of the
parties that Prime Lessor shall retain all of its rights and obligations
under such sections and/or provisions; that Sublessor shall not be
entitled to exercise any of Prime Lessor's rights, nor shall be bound by
any of Prime Lessor's obligations, under such sections and/or provisions;
and that Sublessee shall be entitled to exercise all of Tenant's rights,
and shall be bound by all of Tenant's obligations, under such sections
and/or provisions):
(a) The second grammatical paragraph of Section 2 (Leased Premises),
relating to appurtenant rights to use common areas and facilities
of the Building and Lot and Prime Lessor's reserved rights.
(b) Section 6 (Utilities and Other Services), except that to the
extent utilities are not separately metered for the Premises,
Sublessee shall make payments on account of utilities to
Sublessor as Additional Rent under this Sublease and not to Prime
Lessor.
(c) The first grammatical paragraph of Section 9A (Insurance - Waiver
of Subrogation), except that the comprehensive general liability
insurance that Sublessee must procure thereunder shall also name
Sublessor as an additional insured and the indemnity provided in
such Section shall inure to the benefit of Sublessor.
(d) Section 10 (Maintenance of Leased Premises), except that
Sublessee shall be deemed to be obligated to maintain and operate
the Premises in the condition required thereunder not only for
the benefit of Prime Lessor, but also for the benefit of
Sublessor, who shall be entitled to enforce Sublessee's
maintenance obligations and other covenants thereunder.
(e) Section 13 (Subordination)
(f) Sections 17.1 - 17.3 (Fire, Casualty)
(g) Section 17A (Eminent Domain)
(h) Section 19 (Rules and Regulations)
(ii) the following sections and/or provisions of the Prime Lease are
expressly EXCLUDED from this Sublease (i.e., they shall NOT be deemed to be
incorporated in this Sublease) either because they are inapplicable or
because they are superseded by specific provisions hereof:
(a) Section 1 (Parties)
(b) Section 2 (Leased Premises)
(c) Section 3.1 (Term)
(d) Section 4 (Rent)
(e) Sections 5.1 through 5.4.4 (Rent Adjustments), except that these
provisions shall be included for the limited purpose of
determining the amount of Additional Rent payable by Sublessee on
account of Rent Adjustments payable by Sublessor under the Prime
Lease.
(f) Section 12 (Assignment - Subletting)
(g) Section 16A(c)(Further Lessee Covenants)
(h) Section 17.4 (Abatement of Rent)
(i) Section 20 (Broker)
(j) Section 22 (Notice)
(k) Section 24 (Option to Extend)
(l) Section 25 (f) (Miscellaneous Notice of Lease)
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(m) Fourth Amendment to Lease
(n) Standard Form Commercial Lease dated November 22, 1993, with
respect certain basement storage space.
2.2.3 This Sublease is and shall remain subject and subordinate in all respects
to the Prime Lease and to all renewals, modifications, consolidations,
replacements and extensions thereof. This Section 2.2.3 shall be self-operative
and no further instrument of subordination shall be required. In the event of
termination or cancellation of the Prime Lease for any reason whatsoever with
respect to all or any portion of the Premises, this Sublease shall automatically
terminate with respect to all or such portion of the Premises.
2.2.4 Notwithstanding anything contained in this Sublease to the contrary,
Sublessor shall have no obligation during the term of this Sublease to provide
any services of any nature whatsoever to Sublessee or to, in or for the benefit
of the Premises or to expend any money for the preservation or repair of the
Premises, or to observe or perform any obligations of Sublessor under this
Sublease in any case where such services, expenditures or obligations are
required under the Prime Lease to be provided, performed or observed by Prime
Lessor for the benefit of Sublessor with respect to the Premises, and Sublessee
agrees to look solely and directly to Prime Lessor for the furnishing of any
such services, expenditure of any such sums, or observance or performance of any
such obligations to which, or the benefit of which, Sublessee may be entitled
under this Sublease, but nothing in the foregoing shall be deemed to exculpate
or otherwise release Sublessor from, or prevent Sublessee from looking directly
to Sublessor for, any liability arising out of Sublessor's negligence or the
failure of Sublessor to perform its express obligations hereunder; nor shall the
foregoing relieve Sublessor of its express obligations set forth in this
Sublease. Sublessor shall, however, upon the request of Sublessee from time to
time (which request may be oral), use due diligence and reasonable efforts to
cause Prime Lessor to furnish such services, expend such sums, and observe and
perform such obligations. Sublessor's only obligations under the Prime Lease
with respect to the Premises are to use the aforesaid due diligence and
reasonable efforts and to make those payments of all rent and other charges due
to Prime Lessor thereunder, which payments Sublessor hereby agrees to make,
provided, however, that Sublessee makes timely payment to Sublessor of all rent
and other charges payable under this Sublease. Sublessor hereby agrees that, so
long as Sublessee makes timely payment to Sublessor of all rent and other
charges payable by Sublessee hereunder, Sublessor shall make timely payment of
all rent and other charges due to Prime Lessor as landlord under the Sublease.
It is the intention of the parties that Sublessee comply with all of Sublessor's
obligations as tenant under the Prime Lease (not excluded under Section 2.2.2
above) with respect to the Premises to the same extent and with the same force
and effect as if Sublessee were tenant thereunder, and Sublessee hereby agrees
to so comply with all of Sublessor's such obligations under the Prime Lease with
respect to the Premises. Sublessee shall have no claim against Sublessor for any
default by the Prime Lessor under Prime Lease. If as a result of any default by
Prime Lessor as landlord under the Prime Lease, Sublessor as tenant under the
Prime Lease is entitled to any offset or similar rights against Prime Lessor,
Sublessee shall be entitled to a fair and equitable share of such offset or
similar rights. So long as Sublessee is not in default under this Sublease
beyond any applicable notice, grace or cure period, Sublessee shall have the
right, subject to the prior written consent of Sublessor, which consent shall
not be unreasonably withheld and shall be given or withheld by Sublessor five
(5) business days after receipt of the request therefor, to maintain, in the
name of Sublessor but at Sublessee's sole cost and expense, an action or actions
to compel Prime Lessor to discharge the responsibilities of Prime Lessor under
the Prime Lease. Sublessor shall not unreasonably withhold its consent to the
bringing of any such action or actions by Sublessee, provided, in each instance,
that Sublessee shall not sue if Sublessor has itself commenced an action or
actions for the same purpose; and provided, further, that Sublessor may withhold
its consent if, in Sublessor's judgment, such action would
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result in an increase in rent, additional rent, or any other sums whatsoever
payable by Sublessor to Prime Lessor under the Prime Lease. In any event,
Sublessee agrees to indemnify Sublessor and hold Sublessor harmless from and
against all loss, cost, damage, expense, or liability (including, without
limitation, attorney's fees and disbursements) which Sublessor may incur by
reason of any action brought by Sublessee against Prime Lessor. No default by
Prime Lessor under the Prime Lease shall excuse Sublessee from the performance
of any of its obligations to be performed under this Sublease or to any
reduction in or abatement of any of the rent provided for in this Sublease,
unless and only to the extent that Sublessor shall be excused from the
performance of a corresponding obligation as the "tenant" under the Prime Lease.
2.2.5 Sublessee shall neither do, nor permit to do nor permit to be done,
anything that would increase Sublessor's obligations to the Prime Lessor under
the Prime Lease (unless Sublessee shall indemnify Sublessor from such increased
obligation) or that would cause the Prime Lease to be terminated or forfeited.
Sublessor shall not amend or modify (nor agree to amend or modify) the Prime
Lease in any way that would increase Sublessee's obligations or diminish
Sublessee's rights under this Lease, nor shall Sublessor do, nor permit to do or
be done, anything that would cause the Prime Lease to be cancelled, terminated
or forfeited.
2.2.6 Sublessor shall promptly give Sublessee a copy of any notice of default,
termination or otherwise affecting the existence or validity of the Sublease or
relating to any casualty or taking, given by Sublessor or Prime Lessor to the
other.
2.3 RIGHT OF FIRST OFFER ON ADDITIONAL SPACE
Sublessor hereby agrees that if Sublessor determines that it no longer
needs all or any portion of the Leased Premises and intends to make such space
available for occupancy by third parties, Sublessor shall first offer to
sublease such space to Sublessee, on all of the terms and conditions of this
Sublease, prior to offering such space to any third party; Base Rent payable
with respect to any first floor space shall be calculated at the rate of $35.71
per rentable square foot, and with respect to any third floor space shall be
calculated at the rate of $46.50 per rentable square feet. Any such offer by
Sublessor shall be in writing and shall specify the date on which such space is
anticipated to be available for occupancy by Sublessee. To accept any such
offer, Sublessee must give Sublessor written notice, within ten (10) business
days after receipt of Sublessor's offer notice, stating that Sublessee has
elected to accept Sublessor's offer. If Sublessee accepts Sublessor's offer, the
parties shall enter into an amendment to this Sublease to add such space to the
Premises and to amend such other adjustments to the rent and the like as are
appropriate. If Sublessee fails to accept Sublessor's offer within such 10
business day period, Sublessor shall thereafter be free to offer the space
described in Sublessor's offer notice to any third party. Sublessor hereby
agrees that if Sublessor subleases such space to any third party, and if terms
of such sublease entitles the third party to have access through the Premises
subleased hereunder to the Building's freight elevator and/or other laboratory
space in the Building, Sublessor shall condition such third party's rights to
use such access to such reasonable rules and regulations as Sublessee may impose
from time to time.
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ARTICLE III
TERM OF SUBLEASE
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3.1 TERM
The Sublease Term of this Sublease shall be for the period specified in
Section 1.1 as the Sublease Term, unless earlier terminated or extended as
provided below.
ARTICLE IV
CONDITION OF PREMISES
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4.1 CONDITION OF PREMISES
Sublessee agrees to accept the Premises "as is", generally in the same
order and condition as the Premises are in as of the date hereof, and agrees
that Sublessor is under no obligation to perform any work upon or alteration to
the Premises for Sublessee's use and occupancy, other than to deliver each
portion of the Premises to Sublessee on the Commencement Date free of
Sublessor's personal property (except for any furniture and movable laboratory
equipment, if any, rented by Sublessor to Sublessee pursuant to the separate
agreement contemplated by Section 7.2(b) below) and in broom clean condition.
4.2 SUBLESSEE'S WORK
Sublessor will permit Sublessee and its agents to enter the Premises prior
to the Commencement Date, in order to perform through Sublessee's own
contractors any work necessary to prepare the Premises for Sublessee's occupancy
("Sublessee's Work") as approximately described on the attached Exhibit B,
including without limitation construction of the demising walls necessary to
cause the Premises to constitute space that is separately demised from the
portions of the Leased Premises retained by Sublessor; all such work shall be
performed substantially in accordance with plans approved by Sublessor and Prime
Lessor. The foregoing license to enter prior to the Commencement Date is
conditioned upon Sublessee's workers and mechanics working in harmony and not
interfering with the labor employed by Sublessor, Sublessor's mechanics or
contractors or by Prime Lessor or any other tenant or their contractors. If at
any time such entry shall cause disharmony or interference, this license may be
immediately withdrawn by Sublessor.
Worker's compensation and public liability and property damage insurance,
all in amounts and with companies and on forms satisfactory to Sublessor, shall
be provided and at all times maintained by Sublessee or Sublessee's contractors
engaged in the performance of any work and, before proceeding with any work,
certificates of such insurance shall be furnished to Sublessor.
Any such entry shall be deemed to be under all of the terms, covenants,
provisions and conditions of the Sublease except the covenant to pay rent.
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ARTICLE V
USE
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5.1 PERMITTED USE
Sublessee agrees that the Premises shall be used and occupied for the
Permitted Uses specified in Section 1.1 only. During the Sublease Term,
Sublessee shall assume and maintain exclusive control of the Premises.
5.2 ASSIGNMENT AND SUBLETTING
Sublessee shall not, by operation of law or otherwise, assign, mortgage,
pledge, encumber or in any manner transfer this Sublease, or any part thereof or
any interest of Sublessee hereunder, or sublet or permit the Premises or any
part thereof to be used or occupied by others, without the prior consent of
Sublessor, which consent shall not be unreasonably withheld or delayed.
Sublessee acknowledges, however, that any such assignment or sub-sublet will be
also be subject to the approval of the Prime Lessor. Notwithstanding the
foregoing, Sublessor hereby agrees that Sublessee may, without the consent of
Sublessor but upon prior notice to Sublessor, assign this Sublease or sub-sublet
all or any portion of the Premises to any "affiliate" of Sublessee, or to any
corporation or other business entity into which Sublessee may merge or to which
Sublessee may sell all or substantially all of its assets or capital stock. For
purposes of this Sublease, the term "affiliate" shall mean any corporation or
other business entity that, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with,
Sublessee; as used in the preceding clause, the term "control" shall mean the
right to exercise, directly or indirectly, more than fifty percent (50%) of the
voting rights attributable to the shares or other evidence of ownership of the
controlled entity.
ARTICLE VI
RENT
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6.1 BASE RENT; ADDITIONAL RENT
(a) The Base Rent and Additional Rent specified in Section 1.1 hereof
(collectively, the "Rent"), and any additional rent or other charges payable
pursuant to this Sublease shall be payable by Sublessee to Sublessor at
Sublessor's mailing address (or such other place as Sublessor may from time to
time designate by notice to Sublessee). Sublessee shall have no obligation to
pay Rent until the Rent Commencement Date specified in Section 1.1 occurs.
(b) Rent shall be payable, in advance, on or before the twenty-fifth (25th)
day of each and every calendar month during the term of this Sublease.
(c) Rent for any partial month shall be paid by Sublessee to Sublessor at
such rate on a pro rata basis. Other charges payable by Sublessee on a monthly
basis, as hereinafter provided, shall likewise be prorated.
All Rent and other amounts due under this Sublease shall be made without
demand, offset or deduction. Sublessee shall be entitled to a fair and equitable
share of all rent abatements set forth in the Prime Lease which Sublessor has
been granted with respect to the Premises, except that Sublessee shall
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not be entitled to any share of any rent abatement granted to Sublessor or
account of Taxes, since Sublessee has no obligation to make any payments
hereunder on account of Taxes.
Sublessee shall have the right to inspect Sublessor's books and records as
they relate to Additional Rent, but not more frequently than once each year.
Appropriate adjustments of estimated amounts shall be made between Sublessor and
Sublessee promptly after the close of each calendar year to account for actual
Additional Rent for such year. Sublessor shall credit any amount due from it to
Sublessee as a result of any such adjustments against any sums then due from
Sublessee to Sublessor under this Sublease. the balance of any amounts due shall
be paid within twenty (20) days after written notice thereof.
6.2 EXCESS UTILITY COSTS
If Sublessor, in its reasonable judgment, determines that Sublessee is
using excessive quantities of HVAC, electricity or water (for purposes of this
Sublease, "excessive quantities" shall mean quantities more than 10% higher than
the quantities being consumed by Sublessor [calculated on a per square foot
basis] in those portions of the Leased Premises used by Sublessor for purposes
comparable to Sublessee's use of the Premises), then in addition to paying
Sublessee's Share of utilities, Sublessee shall also, upon receipt of a written
invoice therefor, reimburse Sublessor for the cost of any such excess. In
determining whether "excessive quantities" are being used, Sublessor shall take
into consideration the relative utilization levels of the Leased Premises by
Sublessor and the Premises by Sublessee.
6.3 SECURITY DEPOSIT
Sublessee shall upon execution hereof deposit the amount specified in
Section 1.1 as the Security Deposit, with Lynch, Murphy, Walsh & Partners, Inc.
("Escrow Agent"), in escrow for the benefit of Sublessor which Security Deposit
shall be held by Escrow Agent for the benefit of Sublessor as security for
Sublessee's faithful performance of Sublessee's obligations hereunder. If
Sublessee fails to pay rent or other charges due hereunder, or otherwise
defaults with respect to any provision of this Sublease, Sublessor may use,
apply or retain all or any portion of the Security Deposit for the payment of
any rent or other charge in default or for the payment of any other sum to which
Sublessor may become obligated by reason of Sublessee's default, or to
compensate Sublessor for any loss or damage which Sublessor may suffer thereby.
If Sublessor so uses or applies all or any portion of the Security Deposit,
Sublessee shall within twenty (20) days after written demand therefor deposit
cash with Escrow Agent in an amount sufficient to restore the Security Deposit
to the full amount specified in Section 1.1 and Sublessee's failure to do so
shall be a material breach to this Sublease. Escrow Agent shall hold the
Security Deposit in a separate, segregated and interest-bearing "money-market"
account. The Security Deposit, or so much thereof as has not theretofore been
applied by Sublessor, shall be returned, together with payment of all interest
earned on the Security Deposit, to Sublessee promptly following the expiration
of the term hereof.
ARTICLE VII
ALTERATIONS, FIXTURES AND EQUIPMENT
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7.1 ALTERATIONS
Sublessor hereby consents to the interior non-structural alterations which
Sublessee intends to make to the Premises as approximately described on the
attached Exhibit B; Sublessee acknowledges, however, that Sublessee shall not be
permitted to make such interior non-structural alterations until such time as
Sublessee has also obtained the consent of Prime lessor thereto (Sublessor shall
not be
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responsible for the failure or refusal of Prime Lessor to consent to such
improvements). Sublessee may not make other alterations, installations, and
improvements to the Premises without first obtaining the prior consent of both
Sublessor and Prime Lessor. Sublessor hereby agrees that it shall not
unreasonably withhold its consent to any alterations, additions or improvements
approved by Prime Lessor. Any such approved alterations, additions or
improvements shall be done at Sublessee's sole expense in a good and workmanlike
manner and in compliance with all applicable laws and codes and the applicable
requirements of the Prime Lease.
7.2 FIXTURES AND EQUIPMENT
(a) Sublessee shall be entitled to use all built-in fixtures and equipment,
including fume hoods and laboratory benches physically located in the Premises
as of June 9, 1998. Sublessee shall, at its expense, maintain and repair such
fixtures and equipment in good order, repair and condition and shall surrender
all such fixtures and equipment to Sublessor in such condition at the end of the
term, reasonable wear and tear and damage by fire or other casualty excepted.
(b) The parties contemplate that, pursuant to a separate agreement between
Sublessor and Sublessee dated on or about the date of this Sublease, Sublessor
may rent to Sublessee certain furniture and movable laboratory equipment for use
in the Premises.
ARTICLE VIII
SUBLESSEE'S RISK
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8.1 SUBLESSEE'S RISK
Sublessee agrees to use and occupy the Premises at Sublessee's own risk;
and to the fullest extent permitted by law, Sublessor shall have no
responsibility or liability for any loss of or damage to fixtures or other
personal property of Sublessee, or of those claiming by, through or under
Sublessee, including without limitation, any loss or damage from the breaking,
bursting, crossing, stopping or leaking of electric cables and wires, and water,
gas, sewer or steam pipes or like matters.
ARTICLE IX
SUBLESSOR'S ACCESS TO PREMISES
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9.1 SUBLESSOR'S RIGHT OF ACCESS
If Sublessee fails to make any necessary repairs to the Premises within a
reasonable time after notice thereof from Sublessor, Sublessor shall have the
right to enter the Premises at all reasonable hours for the purpose of making
such repairs.
ARTICLE X
INSURANCE
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10.1 SUBLESSEE'S INSURANCE
Sublessee shall carry and maintain, throughout the term hereof, at its own
cost and expense, the insurance required under Section 9A of the Prime Lease;
such insurance shall name as additional insureds both Sublessor and Prime
Lessor.
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ARTICLE XI
CASUALTY
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11.1 CASUALTY AND RESTORATION; EMINENT DOMAIN
If the Premises, or any part thereof, shall be damaged or destroyed by fire
or other casualty or damage by eminent domain then Sublessee shall promptly
notify Prime Lessor and Sublessor. Under the Prime Lease the Prime Lessor is
obligated, as soon as possible thereafter, to repair or restore the Premises to
the extent and in the manner set forth in Sections 17 and 17A of the Prime
Lease, as the case may be. If Prime Lessor abates Sublessor's rent with respect
to the Premises as a result, then Rent and other charges hereunder shall be
similarly abated for so long as Sublessor is entitled to and receives an
abatement under the Prime Lease. If damage is of the type which entitles Prime
Lessor or Sublessor to terminate the Prime Lease and either such party so elects
to terminate the Prime Lease, then the Prime Lease shall cease and come to an
end and this Sublease shall similarly terminate. In addition, if damage is of
the type which would entitle Sublessor to terminate the Prime Lease, Sublessee
shall have the right to exercise Sublessor's right of termination by giving both
Sublessor and Prime Lessor written notice of such termination within the
applicable notice period set forth in Sections 17 and 17A of the Prime Lease, as
the case may be. Sublessee acknowledges that Sublessor shall, in no event, have
any obligation whatsoever to rebuild or restore any damage to the Premises.
ARTICLE XII
MISCELLANEOUS PROVISIONS
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12.1 WAIVER
Failure on the part of either party to complain of any action or non-action
on the part of the other, no matter how long the same may continue, shall never
be deemed to be a waiver by such party of any of its rights hereunder. Further,
it is agreed that no waiver of any of the provisions hereof by either party
shall be construed as a waiver of any of the other provisions hereof and that a
waiver at any time of any of the provisions hereof shall not be construed as a
waiver at any subsequent time of the same provisions. The consent to or approval
of any action by either party requiring such consent or approval shall not be
deemed to waive or render unnecessary such consent to or approval of any
subsequent similar act by such party.
12.2 COVENANT OF QUIET ENJOYMENT
Sublessee, subject to the terms and provisions of this Sublease, on payment
of the Rent and observing, keeping, and performing all of the terms and
provisions of this Sublease on Sublessee's part to be observed, kept, and
performed, shall lawfully, peaceably, and quietly have, hold, occupy, and enjoy
the Premises during the Sublease Term without hindrance or ejection by Sublessor
or by any person lawfully claiming under Sublessor, but subject to force
majeure; the foregoing covenant of quiet enjoyment is given in lieu of any other
covenant, whether express or implied.
12.3 INVALIDITY OF PARTICULAR PROVISIONS
If any term or provision of this Sublease, or the application thereof to
any person or circumstance, shall, to any extent, be invalid or unenforceable,
the remainder of this Sublease, or the
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application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Sublease shall be valid and be
enforced to the fullest extent permitted by law.
12.4 BROKERS
Each party represents and warrants to the other that it has not directly or
indirectly dealt, with respect to the Premises and this Sublease with any broker
other than the Brokers identified in Section 1.1 (the "Brokers"). Each party
shall save harmless and indemnify the other party against any claims by anyone
with whom it has so dealt or by whom its attention was called to the Premises,
other than the Brokers, for a commission arising out of the execution and
delivery of this Sublease or out of negotiations between Sublessor and Sublessee
with respect to space in the Building. Sublessor agrees to pay the Brokers the
commission with respect to this Sublease set forth in a separate agreement
between Sublessor and the Brokers.
12.5 PROVISIONS BINDING, ETC.
Except as herein otherwise expressly provided, the terms hereof shall be
binding upon and shall inure to the benefit of the heirs, legal representatives,
successors and assigns, respectively, of Sublessor and Sublessee. Each term and
each provision of this Sublease to be performed by either party shall be
construed to be both a covenant and a condition. The reference contained to the
successors and assigns of Sublessee is not intended to constitute a consent to
assignment by Sublessee, but has reference only to those instances in which
Sublessor shall have given its consent to a particular assignment if such
consent is required by the provisions of this Sublease. Each person executing
this Sublease on behalf of Sublessor warrants that Sublessor is a duly existing
and valid Delaware corporation qualified to do business in Massachusetts, that
Sublessor has duly executed and delivered this Sublease, that the execution and
delivery of, and the performance by Sublessor of its obligations under this
Sublease are within the powers of Sublessor and have been duly authorized by all
requisite corporate action, and that this Sublease is a valid and binding
obligation of Sublessor in accordance with its terms. Each of the persons
executing this instrument on behalf of the Sublessee hereby covenant and warrant
that the Sublessee is a duly existing and valid Delaware corporation qualified
to do business in Massachusetts, that Sublessee has duly executed and delivered
this Sublease, that the execution and delivery of, and the performance by
Sublessee of its obligations under this Sublease are within the powers of
Sublessee and have been duly authorized by all requisite corporate action, and
that the Sublease is a valid and binding obligation of Sublessee in accordance
with its terms.
12.6 NO RECORDING
Sublessee agrees not to record this Sublease or any notice thereof.
12.7 NOTICES
Whenever by the terms of this Sublease notice, demand or other
communication shall or may be given, either to Sublessor or to Sublessee, the
same shall be adequately given if in writing and delivered by hand or sent by
registered or certified mail, postage prepaid:
If intended for Sublessor, addressed to it prior to the Commencement Date
at the mailing address set forth in Section 1.1, with a courtesy copy to
Sublessor's real estate attorneys Palmer & Dodge LLP, One Beacon Street,
Boston, Massachusetts 02108, Attention: Thomas G. Schnorr, Esq. (or
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to such other address or addresses as may from time to time hereafter be
designated by Sublessor by like notice).
If intended for Sublessee, addressed to it the address set forth in Section
1.1, and after the Commencement Date addressed to it at the Premises, with
a courtesy copy to Sublessee's real estate attorneys Hale and Dorr LLP, 60
State Street, Boston, Massachusetts 02109 Attention: Keith Barnett (to such
other address or addresses as may from time to time hereafter be designated
by Sublessee by like notice).
All such notices shall be effective upon receipt or refusal to receive.
12.8 PRIME LESSOR CONSENT
This Sublease shall not be effective until and unless Prime Lessor has
given its consent hereto, which consent shall be in form and substance
reasonably satisfactory to Sublessee; Sublessor shall be responsible for paying
all costs and expenses payable to Prime Lessor under the Prime Lease in
connection with obtaining such consent. Sublessor shall use reasonable efforts
to obtain Prime Lessor's consent, but shall not be responsible for the failure
or refusal of Prime Lessor to consent to this Sublease. If Prime Lessor fails to
give such consent to this Sublease on or before July 15, 1998, then Sublessee
may elect to cancel this Sublease and all liability hereunder at any time
thereafter provided that Prime Lessor has not yet given such consent, by giving
written notice to Sublessor of such cancellation.
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EXECUTED UNDER SEAL, in any number of counterpart copies, each of which
counterpart copies shall be an original for all purposes, as of the day and year
first above written.
Sublessor: CAMBRIDGE NEUROSCIENCE, INC.
By /s/ Harry W. Wilcox
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Its President
hereunto duly authorized
Sublessee: MILLENNIUM PHARMACEUTICALS, INC.
By /s/ Janet Bush
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Its Vice President, Finance
hereunto duly authorized
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EXHIBIT A
This exhibit consists of two pages (Exhibit A-1 and A-2), being the floor plans
of the premises on the first and third floors of Building 700 located at One
Kendall Square, Cambridge, Massachusetts, subject to the sub-lease agreement.
The premises on the first floor consists of approximately 6,000 rentable square
feet and the premises on the third floor consists of approximately 15,000
rentable square feet of space.
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EXHIBIT B
This exhibit consists of two pages (Exhibit B-1 and B-2), being floor plans for
the premises located on the first and third floors of Building 700 located at
One Kendall Square, Cambridge, Massachusetts, which are subject to this
sub-lease agreement. These plans document the planned non-structural interior
office and wall changes to be made to the premises by the Sublessee.
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EXHIBIT C
Lease agreement regarding property located at One Kendall Square, Cambridge,
Massachusetts, dated as of July 16, 1992, between the Trustees of Old Kendall
Realty Trust and the Company (previously filed as Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the period ended December 31, 1992),
as amended by a First Amendment, dated September 22, 1992 (previously filed as
Exhibit 10.13 to the Company's Annual Report on Form 10-K for the period ended
December 31, 1992), as amended by a Second Amendment, dated September 22, 1993
(previously filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K
for the period ended December 31, 1993), as amended by a Third Amendment, dated
March 11, 1996 (previously filed as Exhibit 10.13 to the Company's Annual
Report on Form 10-K for the period ended December 31, 1996), as amended by a
Fourth Amendment, dated June 17, 1997 (previously filed as Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the period ended December 31, 1997).