CUMMINGS PROPERTIES MANAGEMENT, INC
STANDARD FORM
COMMERCIAL LEASE
In consideration of the covenants herein contained, Cummings Properties
Management, Inc., hereinafter called LESSOR, does hereby lease to T-Cell
Diagnostics, Inc. (a DE corp.) hereinafter called LESSEE, the following
described premises, hereinafter called the leased premises: approximately 27,043
square feet at 8-H, K, F & G and 6-X & AA Gill Street, Woburn, MA 01801 TO HAVE
AND HOLD the leased premises for a term of five (5) years commencing at noon on
October 15, 1994 and ending at noon on October 14, 1999 unless sooner terminated
as herein provided. LESSOR and LESSEE now covenant and agree that the following
terms and conditions shall govern this lease during the term hereof and for such
further time as LESSEE shall hold the leased premises.
1. RENT. LESSEE shall pay to LESSOR base rent at the rate of two hundred ninety
thousand seven hundred twelve (290,712.00) U.S. dollars per year, drawn on a
U.S. bank, payable in advance in monthly installments of $24,226.00 on the first
day in each calendar month in advance, the first monthly payment to be made upon
LESSEE's execution of this lease, including payment in advance of appropriate
fractions of a monthly payment for any portion of a month at the commencement or
end of said lease term. All payments shall be made to LESSOR or agent at 200
West Cummings Park, Woburn, Massachusetts 01801, or at such other place as
LESSOR shall from time to time in writing designate. If the "Cost of Living" has
increased as shown by the Consumer Price Index (Boston, Massachusetts, all
items, all urban consumers), U.S. Bureau of Labor Statistics, the amount of base
rent due during each calendar year of this lease and any extensions thereof
shall be annually adjusted in proportion to any increase in the Index. All such
adjustments shall take place with the rent due on January 1 of each year during
the lease term. The base month from which to determine the amount of each
increase in the Index shall be January 1994, which figure shall be compared with
the figure for November 1994, and each November thereafter to determine the
percentage increase (if any) in the base rent to be paid during the following
calendar year. In the event that the Consumer Price Index as presently computed
is discontinued as a measure of "Cost of Living" changes, any adjustment shall
then be made on the basis of a comparable index then in general use.
2. SECURITY DEPOSIT. LESSEE shall pay to LESSOR a security deposit in the amount
of forty-two thousand (42,000.00) dollars upon the execution of this lease by
LESSEE, which shall be held as security for LESSEE's performance as herein
provided and refunded to LESSEE without interest at the end of this lease
subject to LESSEE's satisfactory compliance with the conditions hereof. LESSEE
may not apply the security deposit to payment of the last month's rent. In the
event of any default or breach of this lease by LESSEE, LESSOR shall immediately
apply the security deposit first to any unamortized improvements completed for
LESSEE's occupancy, then to offset any outstanding invoice or other payment due
to LESSOR, with the balance applied to outstanding rent. If all or any portion
of the security deposit is applied to cure a default or breach during the term
of the lease, LESSEE shall be responsible for restoring said deposit forthwith
and failure to do so shall be considered a substantial default under the lease.
LESSEE's failure to remit the full security deposit or any portion thereof when
due shall also constitute a substantial lease default.
3. USE OF PREMISES. LESSEE shall use the leased premises only for the purpose
of executive and administrative offices and laboratory with light manufacturing
inclusive of cell line, and animal facility.
4. ADDITIONAL RENT. LESSEE shall pay to LESSOR as additional rent a
proportionate share (based on square footage leased by LESSEE as compared with
the total leaseable square footage of the building of which the leased premises
are a part) of any increase in the real estate taxes levied against the land and
building of which the leased premises are a part, whether such increase is
caused by an increase in the tax rate, or the assessment on the property, or a
change in the method of determining real estate taxes. LESSEE shall make payment
within thirty (30) days of written notice from LESSOR that such increased taxes
are payable, and any additional rent shall be prorated should the lease
terminate before the end of any tax year. The base from which to determine the
amount of any increase in taxes shall be the rate and the assessment in effect
as of July 1, 1994. In the event that said building was not assessed as a
completed building as of the aforementioned date, then the base assessment shall
be as of the first date when the building is assessed as a completed structure.
5. UTILITIES. LESSOR shall provide equipment per LESSOR's building standard
specifications to heat the leased premises in season and to cool all office
areas between May 1 and November 1. LESSEE shall pay all charges for heat and
electricity used on the leased premises. LESSEE shall pay LESSOR for all water
and sewer use as determined by LESSOR either by a separate water meter serving
the leased premises, or as a proportionate share of water and sewer charges for
the entire building of which the leased premises are a part if not separately
metered, and LESSEE shall pay LESSOR a proportionate share of any other fees and
charges relating in any way to water or sewer use at the building. No plumbing,
construction or electrical work of any type shall be done without LESSOR's prior
written approval and the appropriate municipal permit.
6. COMPLIANCE WITH LAWS. LESSEE acknowledges that no trade, occupation, activity
or work shall be conducted in the leased premises or use made thereof which may
be unlawful, improper, noisy, offensive, or contrary to any applicable statute,
regulation, ordinance or bylaw. LESSEE shall keep all employees working in the
leased premises covered with Worker's Compensation Insurance and shall obtain
any licenses and permits necessary for LESSEE's occupancy. LESSEE shall be
responsible for causing the leased premises and any alterations by LESSEE which
are allowed hereunder to be in full compliance with any applicable statute,
regulation, ordinance or bylaw.
7. FIRE, CASUALTY, EMINENT DOMAIN. Should a substantial portion of the leased
premises, or of the property of which they are a part, be substantially damaged
by fire or other casualty, or be taken by eminent domain, LESSOR may elect to
terminate this lease. When such fire, casualty, or taking renders the leased
premises substantially unsuitable for their intended use, a just and
proportionate abatement of rent shall be made, and LESSEE may elect to terminate
this lease if: (a) LESSOR fails to give written notice within thirty (30) days
of intention to restore the leased premises, or (b) LESSOR fails to restore the
leased premises to a condition substantially suitable for their intended use
within ninety (90) days of said fire, casualty or taking. LESSOR reserves all
rights for damages or injury to the leased premises for any taking by eminent
domain, except for damage to LESSEE's property or equipment.
8. MAINTENANCE OF PREMISES. LESSOR will be responsible for all structural
maintenance of the leased premises, including the roof and exterior walls of the
building, and for the normal daytime maintenance of all space heating and
cooling equipment, sprinklers, doors, locks, plumbing, and electrical wiring,
but specifically excluding damage caused by the careless, malicious, willful, or
negligent acts of LESSEE or others, chemical, water or corrosion damage from any
source, and maintenance of any non "building standard" leasehold improvements.
LESSEE agrees to maintain at its expense all other aspects of the leased
premises in the same condition, as they are at the commencement of the term or
as they may be put in during the term of this lease, normal wear and tear and
damage by fire or other casualty only expected, and whenever necessary, to
replace light bulbs, plate glass and other glass therein, acknowledging that the
leased premises are now in good order and the light bulbs and glass whole.
LESSEE will properly control or vent all solvents, degreasers, smoke, odors,
etc. and shall not cause the area surrounding the leased premises to be in
anything other than a neat and clean condition, depositing all waste in
appropriate receptacles. LESSEE shall be solely responsible for any damage to
plumbing equipment, sanitary lines, or any other portion of the building which
results from the discharge or use of any acid or corrosive substance by LESSEE.
LESSEE shall not permit the leased premises to be overloaded, damaged, stripped
or defaced, nor suffer any waste, and will not keep animals within the leased
premises. If the leased premises include any wooden mezzanine type space, the
floor capacity of such space is suitable only for office use, light storage or
assembly work. If the leased premises are carpeted or partially carpeted, LESSEE
will protect carpet with plastic or masonite chair pads under any rolling
chairs. Unless heat is provided at LESSOR's expense, LESSEE shall maintain
sufficient heat to prevent freezing of pipes or other damage. Any increase in
air conditioning equipment or electrical capacity, or any installation and/or
maintenance of equipment which is necessitated by some specific aspect of
LESSEE's use of the leased premises shall be at LESSEE's expense. All
maintenance provided by LESSOR shall be during LESSOR's normal business hours.
9. ALTERATIONS. LESSEE shall not make structural alterations or additions of any
kind to the leased premises, including the roof and exterior walls of the
building, but may make nonstructural alterations provided LESSOR consents
thereto in writing such consent shall not be unreasonably withheld. All such
allowed alterations shall be at LESSEE's expense and shall conform with LESSOR's
construction specifications. If LESSOR provides any services or maintenance for
LESSEE in connection with such alterations or otherwise under this lease, any
just invoice will be promptly paid. LESSEE shall not permit any mechanics'
liens, or similar liens, to remain upon the leased premises in connection with
work of any character performed or claimed to have been performed at the
direction of LESSEE and shall cause any such lien to be released or removed
forthwith without cost to LESSOR. Any alterations or additions shall become part
of the leased premises and the property of LESSOR. Any alterations completed by
LESSOR shall be LESSOR's "building standard" unless noted otherwise. LESSOR
shall have the right at any time to change the arrangement of parking areas,
stairs, walkways or other common areas of the building of which the leased
premises are a part.
10. ASSIGNMENT OR SUBLEASING. LESSEE shall not assign this lease or sublet or
allow any other firm or individual to occupy the whole or any part of the leased
premises without LESSOR's prior written consent. Notwithstanding such assignment
or subleasing, LESSEE and GUARANTOR shall remain liable to LESSOR for the
payment of all rent and for the full performance of the covenants and conditions
of this lease. LESSEE shall pay LESSOR promptly for legal and administrative
expenses incurred by LESSOR in connection with any consent requested hereunder
by LESSEE.
11. SUBORDINATION. This lease shall be subject and subordinate to any and all
mortgages and other instruments in the nature of a mortgage, now or at any time
hereafter, and LESSEE shall, when requested, promptly execute and deliver such
written instruments as shall be necessary to show the subordination of this
lease to said mortgages or other such instruments in the nature of a mortgage.
12. LESSOR'S ACCESS. LESSOR or agents of LESSOR may at any reasonable time enter
to view the leased premises, to make repairs and alterations as LESSOR should
elect to do for the leased premises, the common areas or any other portions of
the building of which the leased premises are a part, to make repairs which
LESSEE is required but has failed to do, and to show the leased premises to
others.
13. SNOW REMOVAL. The plowing of snow from all roadways, accessways and
unobstructed parking and loading areas shall be at the sole expense of LESSOR.
The control of snow and ice on all steps serving the leased premises and all
other areas not readily accessible to plows shall be the sole responsibility of
LESSEE. Notwithstanding the foregoing, however, LESSEE shall hold LESSOR and
OWNER harmless from any and all claims by LESSEE's agents, representatives,
employees, callers or invitees for damage or personal injury resulting in any
way from snow or ice on any area serving the leased premises.
14. ACCESS AND PARKING. LESSEE shall have the right without additional charge to
use parking facilities provided for the leased premises in common with others
entitled to the use thereof. Said parking areas plus any stairs, walkways,
elevators or other common areas shall in all cases be considered a part of the
leased premises to the extent that they are utilized by LESSEE, or LESSEE's
employees, agents, callers or invitees. LESSEE will not obstruct in any manner
any portion of the building or the walkways or approaches to said building, and
will conform to all rules and regulations now or hereafter made by LESSOR for
parking, and for the care, use, or alteration of the building, its facilities
and approaches. LESSEE further warrants that LESSEE will not permit any employee
or visitor to violate this or any other covenant or obligation of LESSEE. No
unattended parking will be permitted between 7:00 PM and 7:00 AM without
LESSOR's prior written approval, and from December 1 through March 31 annually,
such parking shall be permitted only in those areas specifically designated for
assigned overnight parking. Unregistered or disabled vehicles, or storage
trailers of any type, may not be parked at any time. LESSOR may tow, at LESSEE's
sole risk and expense, any misparked vehicle belonging to LESSEE or LESSEE's
agents, employees, invitees or callers, at any time. LESSOR shall not be
responsible for providing any security services for the leased premises.
15. LESSEE'S LIABILITY AND INSURANCE. LESSEE shall be solely responsible as
between LESSOR and LESSEE for deaths or personal injuries to all persons
whomsoever occurring in or on the leased premises (including any extension
thereof) from whatever cause arising, and damage to property to whomsoever
belonging arising out of the use, control, condition or occupation of the leased
premises by LESSEE except where directly resulting from the sole negligence of
LESSOR, and LESSEE agrees to indemnify and save harmless LESSOR and OWNER from
any and all liability, including but not limited to expenses, damage, causes of
action, suits, claims or judgments caused by or in any way growing out of any
matters aforesaid, except for death, personal injuries or property damage
directly resulting from the sole negligence of LESSOR. LESSEE will secure and
carry at its own expense a comprehensive general liability policy insuring
LESSEE, LESSOR and OWNER against any claims based on bodily injury (including
death) or property damage arising out of the condition of the leased premises or
their use by LESSEE, such policy to insure LESSEE, LESSOR and OWNER against any
claim up to One Million (1,000,000) Dollars in the case of any one accident
involving bodily injury (including death), and up to One Million (1,000,000)
Dollars against any claim for damage to property. LESSOR and OWNER shall be
included in each such policy as additional insureds. LESSEE will file with
LESSOR prior to occupancy certificates and any applicable riders of endorsements
showing that such insurance is in force, and thereafter will file renewal
certificates prior to the expiration of any such policies. All such insurance
certificates shall provide that such policies shall not be cancelled without at
least ten (10) days prior written notice to each insured. In the event LESSEE
shall fail to provide or maintain such insurance at any time during the term of
this lease, then LESSOR may elect to contract for such insurance at LESSEE's
expense.
16. FIRE INSURANCE. LESSEE shall not permit any use of the leased premises which
will adversely affect or make voidable any insurance on the property of which
the leased premises are a part, or on the contents of said property, or which
shall be contrary to any law or regulation from time to time established by the
Insurance Services Office (or successor), local Fire Department, LESSOR's
insurer, or any similar body. LESSEE shall on demand reimburse LESSOR, and all
other tenants, all extra insurance premiums caused by LESSEE's use of the leased
premises. LESSEE shall not vacate the leased premises or permit same to be
unoccupied other than during LESSEE's customary non-business days or hours.
17. BROKERAGE. LESSEE warrants and represents to LESSOR that LESSEE has dealt
with no broker or third person with respect to this lease and LESSEE agrees to
indemnify LESSOR against any brokerage claims arising by virtue of this lease.
LESSOR warrants and represents to LESSEE that LESSOR has employed no exclusive
broker or agent in connection with the letting of the leased premises.
18. SIGNS. LESSOR authorizes, and LESSEE at LESSEE's expense agrees to erect,
signage for the leased premises in accordance with LESSOR's building standards
for style, size, location, etc. LESSEE shall obtain the prior written consent of
LESSOR before erecting any sign on the leased premises, which consent shall
include approval as to size, wording, design and location. LESSOR may remove and
dispose of any sign not approved, erected or displayed in conformance with this
lease.
19. DEFAULT AND ACCELERATION OF RENT. In the event that: (a) LESSEE shall
default in the observance or performance of any of LESSEE's covenants,
agreements, or obligations hereunder, other than substantial monetary payments
as provided below, and such default shall not be corrected within ten (10) days
after written notice thereof; or (b) LESSEE vacates the leased premises, then
LESSOR shall have the right thereafter, while such default continues and without
demand or further notice, to re-enter and take possession of the leased
premises, to declare the term of this lease ended, and to remove LESSEE's
effects, without being guilty of any manner of trespass, and without prejudice
to any remedies which might be otherwise used for arrears of rent or other
default or breach of the lease. If LESSEE shall default in the payment of the
security deposit, rent, taxes, or any substantial invoice for goods and/or
services or other sum herein specified, and such default shall continue for ten
(10) days after written notice thereof, and, because both parties agree that
nonpayment of said sums when due is a substantial breach of the lease, and,
because the payment of rent in monthly installments is for the sole benefit and
convenience of LESSEE, then in addition to the foregoing remedies the entire
balance of rent which is due hereunder shall become immediately due and payable
as liquidated damages. LESSOR, without being under any obligation to do so and
without thereby waiving any default, may remedy same for the account and at the
expense of LESSEE. If LESSOR pays or incurs any obligations for the payment of
money in connection therewith, such sums paid or obligations incurred plus
interest and costs, shall be paid to LESSOR by LESSEE as additional rent. Any
sums received by LESSOR from or on behalf of LESSEE at any time shall be applied
first to any unamortized improvements completed for LESSEE's occupancy, then to
offset any outstanding invoice or other payment due to LESSOR, with the balance
applied to outstanding rent. LESSEE agrees to pay reasonable attorney's fees
and/or administrative costs incurred by LESSOR in enforcing any or all
obligations of LESSEE under this lease at any time. LESSEE shall pay LESSOR
interest at the rate of eighteen (18) percent per annum on any payment from
LESSEE to LESSOR which is past due.
20. NOTICE. Any notice from LESSOR to LESSEE relating to the leased premises or
to the occupancy thereof shall be deemed duly served when left at the leased
premises addressed to LESSEE, or served by constable, or sent to the leased
premises by certified mail, return receipt requested, postage prepaid, addressed
to LESSEE. Any notice from LESSEE to LESSOR relating to the leased premises or
to the occupancy thereof shall be deemed duly served when served by constable,
or delivered to LESSOR by certified mail, return receipt requested, postage
prepaid, addressed to LESSOR at 200 West Cummings Park, Woburn, MA 01801 or at
LESSOR's last designated address. No oral notice or representation shall have
any force or effect. Time is of the essence in service of any notice.
21. OCCUPANCY. In the event that LESSEE takes possession of said leased premises
prior to the start of said term, LESSEE will perform and observe all of LESSEE's
covenants from the date upon which LESSEE takes possession except the obligation
for the payment of extra rent for any period of less than one month. LESSEE
shall not remove LESSEE's goods or property from the leased premises other than
in the ordinary and usual course of business, without having first paid and
satisfied LESSOR for all rent which may become due during the entire term of
this lease. In the event that LESSEE continues to occupy or control all or any
part of the leased premises after the agreed termination of this lease without
the written permission of LESSOR, then LESSEE shall be liable to LESSOR for any
and all loss, damages or expenses incurred by LESSOR, and all other terms of
this lease shall continue to apply except that rent shall be due in full monthly
installments at a rate of one hundred fifty (150) percent of that which would
otherwise be due under this lease, it being understood between the parties that
such extended occupancy is as a tenant at sufferance and is solely for the
benefit and convenience of LESSEE and as such has greater rental value. LESSEE's
control or occupancy of all or any part of the leased premises beyond noon on
the last day of any monthly rental period shall constitute LESSEE's occupancy
for an entire additional month, and increased rent as provided in this section
shall be due and payable immediately in advance. LESSOR's acceptance of any
payments from LESSEE during such extended occupancy shall not alter LESSEE's
status as a tenant at sufferance.
22. FIRE PREVENTION. LESSEE agrees to use every reasonable precaution against
fire and agrees to provide and maintain approved, labeled fire extinguishers,
emergency lighting equipment, and exit signs and complete any other
modifications within the leased premises as required or recommended by the
Insurance Services Office (or successor organization), OSHA, the local Fire
Department, or any similar body.
23. OUTSIDE AREA. No goods, equipment, or things of any type or description
shall be held or stored outside the leased premises at any time without prior
written consent from LESSOR. Any goods, equipment or things left outside the
leased premises without LESSOR's prior written consent shall be deemed abandoned
and may be removed at LESSEE's expense without notice by LESSOR. A single
two-yard capacity dumpster is hereby authorized for the disposal of trash,
provided that the location of said receptacle is approved by LESSOR. LESSEE
agrees to have said container provided and serviced at its expense by whichever
disposal firm may from time to time be designated by LESSOR. If a dumpster is
provided on a shared cost basis, LESSEE shall pay its proportionate share of the
costs associated with said dumpster.
24. ENVIRONMENT. LESSEE will so conduct and operate the leased premises as not
to interfere in any way with the use and enjoyment of other portions of the same
or neighboring buildings by others by reason of odors, smoke, smells, noise,
pets, accumulation of garbage or trash, vermin or other pests, or otherwise, and
will at its expense employ a professional pest control service if necessary.
LESSEE agrees to maintain efficient and effective devices for preventing damage
to heating equipment from solvents, degreasers, cutting oils, propellants, etc.
which may be present at the leased premises. No hazardous materials or wastes
shall be stored, disposed of, or allowed to remain at the leased premises at any
time, and LESSEE shall be solely responsible for any and all corrosion or other
damage associated with the use, storage and/or disposal of same by LESSEE.
25. RESPONSIBILITY. Neither LESSOR nor OWNER shall be held liable to anyone for
loss or damage caused in any way by the use, leakage, seepage or escape of water
from any source, or for the cessation of any service rendered customarily to
said premises or buildings, or agreed to by the terms of this lease, due to any
accident, the making of repairs, alterations or improvements, labor
difficulties, weather conditions, mechanical breakdowns, trouble or scarcity in
obtaining fuel, electricity, service or supplies from the sources from which
they are usually obtained for said building, or any cause beyond LESSOR's
immediate control.
26. SURRENDER. LESSEE shall at the termination of this lease remove all of
LESSEE's goods and effects from the leased premises. LESSEE shall deliver to
LESSOR the leased premises and all keys and locks thereto, all fixtures and
equipment connected therewith, and all alterations, additions and improvements
made to or upon the leased premises, whether completed by LESSEE, LESSOR or
others, including but not limited to any offices, partitions, window blinds,
floor coverings (including computer floors), plumbing and plumbing fixtures, air
conditioning equipment and ductwork of any type, exhaust fans or heaters, water
coolers, burglar alarms, telephone wiring, telephone equipment, air or gas
distribution piping, compressors, overhead cranes, hoists, trolleys or
conveyors, counters, shelving or signs attached to walls or floors, all
electrical work, including but not limited to lighting fixtures of any type,
wiring, conduit, EMT, transformers, distribution panels, bus ducts, raceways,
outlets and disconnects, and furnishings or equipment which have been bolted,
welded, nailed, screwed, glued or otherwise attached to any wall, floor or
ceiling, or which have been directly wired to any portion of the electrical
system or which have been plumbed to the water supply, drainage or venting
systems serving the leased premises. LESSEE shall deliver the leased premises
sanitized from any chemicals or other contaminants, and broom clean and in the
same condition as they were at the commencement of this lease or any prior lease
between the parties for the leased premises, or as they were modified during
said term with LESSOR's written consent, reasonable wear and tear and damage by
fire or other casualty only excepted. In the event of LESSEE's failure to remove
any of LESSEE's property from the leased premises upon termination of the lease,
LESSOR is hereby authorized, without liability to LESSEE for loss or damage
thereto, and at the sole risk of LESSEE, to remove and store any such property
at LESSEE's expense, or to retain same under LESSOR's control, or to sell at
public or private sale (without notice), any or all of the property not so
removed and to apply the net proceeds of such sale to the payment of any sum due
hereunder, or to destroy such abandoned property. In no case shall the leased
premises be deemed surrendered to LESSOR until the termination date provided
herein or such other date as may be specified in a written agreement between the
parties, notwithstanding the delivery of any keys to LESSOR.
27. GENERAL. (a) The invalidity or unenforceability of any provision of this
lease shall not affect or render invalid or unenforceable any other provision
hereof. (b) The obligations of this lease shall run with the land, and this
lease shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns, except that LESSOR and OWNER shall be
liable only for obligations occurring while lessor, owner, or master lessee of
the premises. (c) Any action or proceeding arising out of the subject matter of
this lease shall be brought by LESSEE within one year after the cause of action
has occurred and only in a court of the Commonwealth of Massachusetts. (d) If
LESSOR is acting under or as agent for any trust or corporation, the obligations
of LESSOR shall be binding upon the trust or corporation, but not upon any
trustee, officer, director, shareholder, or beneficiary of the trust or
corporation individually. (e) If LESSOR is not the owner (OWNER) of the leased
premises, LESSOR represents that said OWNER has agreed to be bound by the terms
of this lease unless LESSEE is in default hereof. (f) This lease is made and
delivered in the Commonwealth of Massachusetts, and shall be interpreted,
construed, and enforced in accordance with the laws thereof. (g) This lease was
the result of negotiations between parties of equal bargaining strength, and
when executed by both parties shall constitute the entire agreement between said
parties. No other oral or written representation shall have any effect hereon,
and this agreement may not be altered, extended or amended except by written
agreement attached hereto or as otherwise provided herein. (h) Notwithstanding
any other statements herein, LESSOR makes no warranty, express or implied,
concerning the suitability of the leased premises for LESSEE's intended use. (i)
LESSEE agrees that if LESSOR does not deliver possession of the leased premises
as herein provided for any reason, LESSOR shall not be liable for any damages to
LESSEE for such failure, but LESSOR agrees to use reasonable efforts to deliver
possession to LESSEE at the earliest possible date, and a proportionate
abatement of rent for such time as LESSEE may be deprived of possession of said
leased premises shall be LESSEE's sole remedy. (j) Neither the submission of
this lease form, nor the prospective acceptance of the security deposit and/or
rent shall constitute a reservation of or option for the leased premises, or an
offer to lease, it being expressly understood and agreed that this lease shall
not bind either party in any manner whatsoever until it has been executed by
both parties. (k) LESSEE shall not be entitled to exercise any option contained
herein if LESSEE is in default of any terms or conditions hereof. (l) The
headings in this lease are for convenience only and shall not be considered part
of the terms hereof. (m) No endorsement by LESSEE on any check shall bind LESSOR
in any way.
28. SECURITY AGREEMENT. LESSEE hereby grants LESSOR a continuing security
interest in all existing or hereafter acquired property of LESSEE which is in
the leased premises to secure the payment of rent, the cost of leasehold
improvements, and the performance of any other obligations of LESSEE under this
lease. Default in the payment or performance of any of LESSEE's obligations
hereunder is a default under this Security Agreement, and shall entitle LESSOR
to immediately exercise all of the rights and remedies of a Secured Party under
the Uniform Commercial Code. LESSEE also agrees to execute a UCC-1 Financing
Statement and any other financing agreement required by LESSOR in connection
with this security interest.
29. WAIVERS, ETC. No consent or waiver, express or implied, by LESSOR, to or of
any breach of any covenant, condition or duty of LESSEE shall be construed as a
consent or waiver to or of any other breach of the same or any other covenant,
condition or duty. If LESSEE is several persons, several corporations or a
partnership, LESSEE's obligations are joint or partnership and also several.
Unless repugnant to the context, "LESSOR" and "LESSEE" mean the person or
persons, natural or corporate, named above as LESSOR and as LESSEE respectively,
and their respective heirs, executors, administrators, successors and assigns.
30. THIS PARAGRAPH DOES NOT APPLY.
31. ADDITIONAL PROVISIONS. (Continued on attached rider if necessary.)
See Attached Rider
IN WITNESS WHEREOF, LESSOR AND LESSEE have hereunto set their hands and common
seals and intend to be legally bound hereby this 13th day of October, 1994.
LESSOR: CUMMINGS PROPERTIES MANAGEMENT, INC.
By: James McKenan
- ------------------
President
LESSEE: T-CELL DIAGNOSTICS, INC.
By: /s/[signature]
- ------------------------------------
[name]
GUARANTY
THIS PARAGRAPH DOES NOT APPLY
CUMMINGS PROPERTIES MANAGEMENT, INC.
STANDARD FORM
RIDER TO LEASE
The following additional provisions are incorporated into and made part of the
attached lease.
A. *Prior to the termination date of this lease, LESSEE may remove lab benches
and hoods and other equipment and furniture listed on the attached "Exhibit A"
which have been supplied and installed by LESSEE if LESSEE has satisfactorily
complied with all other conditions of this lease and if LESSEE repairs any and
all damage resulting from such removal and restores the leased premises to their
condition prior to the installation of said equipment, all on a timely basis
prior to the end of the lease term. LESSEE may, with LESSOR's written approval,
add to Exhibit A equipment and furniture that is supplied and installed by
LESSEE after the commencement of this lease. Time is of the essence.
B. The leased premises consists of approximately 22,800 square feet of ground
level space and approximately 4,243 square feet of mezzanine level office space.
C. *LESSOR, at an expense incorporated entirely into the base rent and at no
further cost to LESSEE, shall modify the leased premises by removing the
existing mezzanine and arching out the existing office partitions at 8-F Gill
Street and supplying and installing four (4) skylights in locations designated
by LESSOR at 8 Gill Street before or about the time LESSEE takes possession of
the leased premises.
D. *During the initial term of this lease, LESSEE shall have the one-time right
of first lease of approximately 6,859 square feet of additional space at 8-E
Gill Street at LESSOR's then current published rental rate for said space as it
becomes available for lease directly from LESSOR, subject to the right of the
current lessee (if any) to extend or otherwise renegotiate its lease. LESSEE
shall have forty-eight (48) hours from receipt of notice from LESSOR of said
availability to execute LESSOR's then current standard form lease or amendment
to lease for said additional space. If LESSOR fails to notify LESSEE of the
availability of said space and leases said space to others, and if LESSEE
notifies LESSOR of its desire to lease said space and immediately executes
LESSOR's then current standard form lease for said space, LESSOR shall
thereafter have sixty (60) days to relocate the other party. If LESSOR fails to
relocate the other party within said sixty days and execute the new lease with
LESSEE, then LESSEE may elect, by serving LESSOR written notice within thirty
(30) days after expiration of the relocation period, to occupy a similar amount
of additional space on a no-charge basis until such time as LESSOR delivers
possession of 8-E Gill Street. Time is of the essence.
E. Notwithstanding Section 1 of this lease, LESSEE shall pay rent during the
initial term of the lease in accordance with the following schedule and with no
"Cost of Living" adjustments:
October 15, 1994 to October 14, 1997; $243,387.00 per year and $20,282.25 per
month
October 15, 1997 to October 14, 1998; $277,190.00 per year and $23,099.16 per
month
October 15, 1998 to October 14, 1999; $290,712.00 per year and $24,226.00 per
month
F. LESSOR shall transfer to this lease the $27,800.00 Security Deposit held by
LESSOR under two (2) prior leases between the parties at the leased premises.
LESSEE shall pay the balance of $14,200.00 upon execution of this lease. Time is
of the essence.
G. LESSOR shall apply to the first month's rent due under this lease $7,690.55
of the rent paid by LESSEE for the month of October 1994 under said prior
leases.
H. As of October 15, 1994, all prior leases between the parties for the leased
premises shall terminate, except as otherwise provided in this lease.
I. The parties acknowledge and agree that 8-G Gill Street is presently under
lease to another third party whose lease terminates on or about March 31, 1995.
Upon full execution of this lease, LESSOR will use reasonable efforts to
relocate this existing tenant. In the event that LESSOR fails for any reason to
deliver possession of 8-G Gill Street by October 15, 1994, then LESSEE shall
receive a discount in the amount of $3,120.00 per month from its monthly rent
(to be apportioned for any partial month's occupancy following delivery of
possession) until such time as LESSOR delivers possession of 8-G Gill Street to
LESSEE. This abatement of rent shall be LESSEE's sole remedy for any delay in
delivery of 8-G Gill Street.
J. *Provided LESSEE is not then in default of this lease or in arrears of any
rent or invoice payment, LESSEE shall have the right to extend this lease,
including all terms, conditions, escalations, etc., for one additional period of
five (5) years ("the extended lease term") by serving LESSOR with written notice
of its desire to so extend the lease. The time for serving such written notice
shall be not more than twelve (12) months or less than six (6) months prior to
the expiration of the initial lease term. Time is of the essence.
K. Notwithstanding the provisions of Section 1, annual base rent during the
extended lease term shall be recalculated at the lesser of (1) the annual base
rent set forth in Section 1 of this lease, as adjusted by any increase in the
consumer price index since the base month set forth in Section 1, or (2)
LESSOR's published annual rental rate as of the commencement of the extended
lease term for similar space less $1.00 per square foot per year. The base month
from which to determine the amount of each "Cost of Living" adjustment during
the extended lease term shall be changed to January 1999, the "comparison" month
shall be changed to November 1999 and the first adjustment during the extended
lease term shall take place with the rent due on January 1, 2000. Section 1
shall continue to apply in all other respects during the extended lease term.
L. *In the event that LESSOR is unable to obtain a building permit for the
modifications at the leased premises for the purposes set forth in Section 3
hereinabove, or the City of Woburn issues a citation to LESSEE prohibiting such
use, LESSOR shall have the right, at its sole expense, to appeal any such
decision. If LESSOR declines to prosecute said appeal or if any such decision is
upheld after all applicable appeals have been exhausted, then LESSEE may cancel
this lease by serving LESSOR with thirty (30) days prior written notice to that
effect, and neither party shall thereafter have any further obligation to the
other.
LESSOR: CUMMINGS PROPERTIES MANAGEMENT, INC.
By: James McKenan
- ------------------
President
DATE: 10/13/94
5/93
LESSEE: T-CELL DIAGNOSTICS, INC.
By: /s/[signature]
- ---------------------------------
CUMMINGS PROPERTIES MANAGEMENT, INC.
STANDARD FORM
AMENDMENT TO LEASE #1
In connection with a lease currently in effect between the parties at 8-F, G, H
& K and 6-AA & 6-X Gill Street, Woburn Massachusetts executed on October 13,
1994 and terminating October 14, 1999 and in consideration of the mutual
benefits to be between benefactor Cummings Properties Management, Inc. LESSOR,
and T-Cell Diagnostics, Inc., LESSEE, hereby agree to amendments.
1. In accordance with Sections 8, 9, and 26 of the lease, LESSOR hereby consents
to LESSEE's making alterations: the leased premises at LESSEE's sole cost and
expense in accordance with the attached plans, specifications and attached list
of "Contract Documents" dated January 30, 1995, and upon the following
additional conditions.
A. LESSOR and LESSEE acknowledge and agree that LESSEE shall reimburse LESSOR
for restoration of certain building standard improvements to be demolished by
LESSEE as part of LESSEE's alterations as follows:
1) Reconstruct two building standard restrooms in Suite F: COST. $5,000.00
2) Reconstruct full height DRYWALL partition between Suites F and G: COST:
$9,773.00
3) Reduce the size of multiple, LESSEE installed restrooms.COST: $3,240.00
4) Reconstruct full height drywall partition between Suites K and H. COST:
$6,218.00
5) Separate consolidated electrical service to serve individual Suites F, G,
H and K (assumes panels at existing locations will remain for reconnection
to previous weatherheads). COST: $7,600.00
6) Replace LESSEE supplied wood doors with standard metal doors. COST:
$7,000.00
7) Less Credit for cost of "arching out of office partitions" to be done by
LESSOR under the Rider to Lease.
(Existing wood mezzanine has already been removed.) CREDIT: $2,266.00
Upon LESSEE's execution of this amendment, LESSEE shall pay to LESSOR
$18,282.50 as a 50% downpayment toward the above-referenced restoration
expenses. Prior to the sooner to occur of LESSEE vacation of the leased
premises or the termination date of this lease, LESSEE shall pay to LESSOR
the remaining balance of $18,282.50. Each payment shall be fully due and
payable without regard to whether or not LESSEE actually completes its
alterations and without regard to whether or not the alterations are further
modified in the future.
B. With respect to its alterations, LESSEE shall be solely responsible for
conforming to any and all applicable federal, state and municipal law,
ordinance, rule, etc. as well as LESSOR's construction standards and reasonable
rules and regulations.
2. Pursuant to Paragraph 1 of the Rider to Lease, LESSOR and LESSEE agree that
concurrent with and in reliance on the execution of this amendment, LESSOR shall
execute an agreement to terminate the lease currently in effect with a third
party at 8-G Gill Street effective February 15, 1995. LESSEE further agrees to
accept delivery of 8-G Gill Street as of February 15, 1995 and to adjust
LESSEE's rental payments to eliminate the $3,120.00 per month discount specified
in Paragraph 1 of the Rider to Lease effective February 15, 1995.
All other terms, conditions and covenants of the present lease shall continue to
apply. This amendment shall be effective February 15, 1995 and shall continue
through the balance of the lease and any extensions thereof unless further
modified by written amendment(s).
In Witness Whereof, LESSOR and LESSEE have hereunto set their hands and
common seals this 31st day of January, 1995.
LESSOR: CUMMINGS PROPERTIES MANAGEMENT, INC.
By: /s/James L. McKenan
- --------------------------
President
LESSEE: T-CELL DIAGNOSTICS, INC.
By: /s/[signature]
- --------------------------------
1/31/95