Exhibit 10.20
THIRD AMENDMENT LEASE FROM
TRUSTEES OF THE CAMBRIDGE EAST TRUST
TO METASYN, INC.
This is the Third Amendment made as of as of May 1, 1996 to the Lease
dated July 7, 1992 between the Trustees of The Cambridge East Trust, as
Landlord, and Metasyn, Inc., as Tenant, for premises at 00 Xxxxxx Xxxxxx and 00
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, amended by First Amendment dated
October 25, 2993 and by Second Amendment dated as of September 17, 1994 (the
"Lease").
Whereas, the Landlord is willing and the Tenant wishes to lease as
additional premises the premises at the rear of 00 Xxxxxx Xxxxxx and at the rear
of 00 Xxxxxx Xxxxxx, Xxxxxxxxx xx the terms and conditions stated in the Lease
as amended.
Therefore, for valuable consideration the receipt and sufficiency of
which is mutually acknowledged:
1. The premises at the rear of 00 Xxxxxx Xxxxxx and at the rear of 00
Xxxxxx Xxxxxx, Xxxxxxxxx, consisting of approximately 7,050 square feet and more
completely described on Exhibit 7 to this Third Amendment are added to the Lease
as of May 1, 1996 in their present condition, for rent and other terms and
conditions reflected on Section 1 Reference Data attached to this Third
Amendment otherwise on all the terms and conditions of the Lease as previously
amended.
2. Section l Reference Data The Landlord and the Tenant further amend
the Lease by substituting Section 1 Reference Data appearing at the end of this
Third Amendment for the Section 1 Reference Data attached to the Second
Amendment and the Lease is hereby so amended.
The Premises added to the Lease by this Third Amendment are delivered
by Landlord and accepted by Tenant "as is".
3. The Lease is amended by deleting Section 8.1 in its entirety and
substituting the following new Section 8.1 therefor:
8.1 Compliance with Law, Including Hazardous Substances. Tenant, at its
sole expense, shall comply with all applicable law, and all applicable insurance
requirements, with respect to Tenant's use and occupancy of the Premises and
will not do or permit to be done anything upon the Premises which will violate
applicable law or invalidate or be in conflict with fire and casualty insurance
policies. Except for necessary quantities of customary and usual cleaning
supplies used in cleaning and maintenance of the Premises, which shall be
properly stored, and except as otherwise provided in this Section 8.l, there
shall not be brought on or kept within the Premises any inflammable, combustible
or explosive fluid, material or chemical, or any hazardous, toxic or radioactive
material or substance, including without limitation oil
1
(collectively, "Hazardous Substances") regulated by any local, state or Federal
law (for example, the Federal Comprehensive Environmental Response Compensation
Liability Act of l980, the Massachusetts Hazardous Waste Management Act and the
Massachusetts Oil and Hazardous Material Release Prevention Act) as now in
existence or as hereafter enacted or amended (collectively "Hazardous Substance
Law").
Tenant agrees not to store or use any Hazardous Substance in, on or
about the Premises, or dispose of Hazardous Substances from the Premises to any
other location, without Landlord's prior written consent, which consent may be
withheld unless Tenant has established to Landlord's satisfaction that (i) such
Hazardous Substance is related to the Permitted Uses of the Premises and (ii)
Tenant has obtained all permits and approvals therefor and the same are validly
issued and outstanding and may be relied on by Tenant, or commit or suffer to be
committed in or on the Premises any act which would require the filing of a
notice pursuant to any Hazardous Substance Law, including without limitation
Massachusetts General Laws Chapter 2lE. Notwithstanding Landlord's consent,
Tenant covenants and agrees that it shall advise Landlord in writing on a
continuing basis (i) of any Hazardous Substances Tenant deals with in any way on
the Premises that may be regulated under any Hazardous Substance Law prior to
such substances or materials being brought upon the Premises, and (ii) of
Tenant's application for, receipt of, rejection regarding, and withdrawal or
lapse of, any license or permit required with respect to Hazardous Substances
relating to Tenant's activities at the Premises.] In the event that Tenant
receives from any federal, state or local governmental agency any notice of
violation or alleged violation of any Hazardous Substance Law, Tenant agrees to
forward to Landlord a copy of any such notice within three (3) days of Tenant's
receipt thereof, and Tenant agrees to take all steps necessary to bring Tenant's
use of the Premises into compliance with such Hazardous Substance Law and any
other applicable law.
At Landlord's or Landlord's lender's request from time to time during,
and upon the expiration of, the Term of this Lease, Tenant shall cause the
Premises and the Building and land, air and water related thereto to be
inspected by a qualified professional satisfactory to Landlord for the presence
of any material or substance prohibited or regulated under any Hazardous
Substance Law and to obtain and forward to Landlord the professional's written
report setting forth the scope and results of such inspection.
Tenant agrees not to cause, permit or tolerate, by act or omission of
Tenant, Tenant's employees, agents or contractors or any other person who is on
or in the vicinity of the Premises by reason of Tenant's occupancy of the
Premises, any release or discharge any Hazardous Substance within, onto or in
the vicinity of the Premises. Tenant's responsibility shall include all releases
or discharges of Hazardous Substances (a) occurring during the Term, without
regard to actual occupancy by Tenant, and during any other period Tenant is in
occupancy of all or any part of the Premises (the "Possession Period") and also
(b) occurring or continuing to occur after the Possession Period by virtue of
events first occurring during the Possession Period for which Tenant is
responsible under this Section.
2
Tenant agrees at Tenant's sole cost and expense to remove from the
Premises, and the buildings adjacent to and the air, land and water above,
around and under, the Premises and buildings adjacent thereto, as more
completely set forth on Exhibit 4 to the Second Amendment, any Hazardous
Substance which may be released thereon for which Tenant is responsible under
this Lease.
Tenant shall be liable for and shall indemnify Landlord, as additional
rent, against any and all liability arising from the breach of any of Tenant's
covenants and agreements under this Section 8.l, including without implied
limitation (i) all costs and expenses of or related to response and remediation,
whether performed under judicial order, governmental requirement or in voluntary
compliance with Hazardous Substance Laws, (ii) all liability for injury to
persons and damage to property, (iii) all fines and penalties and (iv) all costs
and expenses of dispute, such as attorneys' fees and costs and the fees and
costs of Licensed Site Professionals and other persons whose services are
reasonably related to such liability, incurred by Landlord in connection
therewith, whenever such liability shall arise and for as long as Landlord
remains so liable. Tenant shall be liable to and indemnify Landlord to the same
extent as Landlord is or may be liable to any governmental agency or to any
other person (such as corporations, other legally existing entities and
individuals), including, by way of example, other tenants of Landlord's adjacent
properties and abutting landowners. Tenant's liability to Landlord is intended
to include the same standard of liability imposed on Landlord by Hazardous
Substance Law, including strict liability as well as liability for negligence
and for willfully wrong conduct.
Tenant shall not be responsible to Landlord under this Section, either
as to removal or indemnification, for releases first occurring off the Premises
due to the conduct of persons other than persons for whom Tenant is responsible
which migrate onto the Premises, nor shall Tenant be responsible to Landlord
under this Section, either as to removal or indemnification, for any releases
occurring by act or omission of Landlord, Landlord's employees, agents,
contractors or any other person on or in the vicinity of the Premises at
Landlord's direction or request, provided as to releases occurring on the
Premises involving Hazardous Substances maintained by Tenant that Tenant has
exercised due care supervising the person who caused the release during the time
that person was on the Premises.
Tenant releases Landlord from any and all liability with respect to
damage, however and whenever arising, actual or contingent, liquidated or
unliquidated, which is due to Hazardous Substances, excepting only liability
arising from the direct acts of Landlord, its employee and agents.
Nothing in this Section shall be construed to limit the scope of any
other indemnification in this Lease to the extent the same applies to other than
Hazardous Substances.
4. Except as amended herein, the Lease is ratified and confirmed.
3
5. Agreement Made Only When Amendment Signed. This Amendment shall bind
Landlord and Tenant only when executed and delivered by both. This Amendment
when signed by one party and delivered to the other, shall constitute an offer
to enter into the Amendment on the terms set forth herein. No submission of this
Amendment, unsigned by either party to the other, shall constitute an offer.
LEASE
-----
WITH THIRD AMENDMENT
--------------------
As of May 1, 1996
1. Reference Data. Each reference in this Lease to the following
subjects shall be construed to incorporate the data for that subject stated in
this Section 1.
DATE: July 7, 1992, as previously amended by the First Amendment dated October
25, 1993, the Second Amendment dated as of September 17, 1994 and as further
amended by this Third Amendment.
PREMISES: (i) The premises shown on Exhibit 1 to the Lease containing
approximately 2,500 square feet located in the 2,500 square foot building known
as and numbered 00 Xxxxxx Xxxxxx, (xx) the premises shown on Exhibit 2 to the
Lease containing approximately 5,000 square feet in the 5,000 square foot
building known as and numbered 00 Xxxxxx Xxxxxx, (xxx) the Premises shown on
Exhibit 6 to the Lease, containing approximately 2,500 square feet in the 2,500
building known as and numbered 00 Xxxxxx Xxxxxx and (iv) the premises shown on
Exhibit 7 attached to this Third Amendment containing approximately 7,050 square
feet and located at the rear of 00 Xxxxxx Xxxxxx and at the rear of 00 Xxxxxx
Xxxxxx, all in Cambridge, Massachusetts (collectively, the Building.)
LANDLORD: Trustees of The Cambridge East Trust, as Trustees and not individually
ORIGINAL ADDRESS OF LANDLORD:
c/x Xxxx and Company, Inc.
000 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
TENANT: Metasyn, Inc., a Delaware corporation
ORIGINAL ADDRESS OF TENANT:
00 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
4
TERM:
Five years two months (or such shorter time as applicable to the
Premises added by Second Amendment) as to the Premises previously included in
this Lease
One year eight months as to the Premises being added to the Lease by this Third
Amendment
EXTENSION OPTION: See Section 3.4 of Lease
COMMENCEMENT DATE:
November 1, 1992 (or the date established in the Second Amendment as
to the Premises to the Lease thereby) as to the Premises previously included in
this Lease
May 1, 1996 as to the Premises being added to the Lease by this Third
Amendment
TERMINATION DATE: December 31, 1997 (as to all Premises)
ANNUAL FIXED RENT:
Through April 30, 1996 - As stated in the Lease as previously amended
May 1, 1996 - December 31, 1996 $ 115,633.33
January 1, 1997 - December 31, 1997 $ 197,550.00
MONTHLY PAYMENT:
Through April 30, 1996 - As stated in the Lease as previously amended
May 1, 1996 - December 31, 1996 $ 14,454.17
January 1, 1997 - December 31, 1997 $ 16,462.50
LANDLORD'S RENOVATIONS, ALTERATIONS, IMPROVEMENTS:
As stated in Section 3.6 of the Lease as to Premises previously part
of the Lease
None as the the Premises being added to the Lease in this Third
Amendment
TENANT'S PERCENTAGE OF OPERATING EXPENSES
& REAL ESTATE TAXES:
100% as to all Premises except as stated below
40.08% as to the Premises at the rear of 00 Xxxxxx Xxxxxx
81.88% as to the Premises at the rear of 00 Xxxxxx Xxxxxx
TAX BASE YEAR: None
PERMITTED USES: Office and laboratory use and ancillary animal space to the
extent permitted by applicable law, and no other use
5
SECURITY DEPOSIT: $30,287.50
BROKER: Lynch, Murphy, Xxxxx & Partners - as to the Lease
None as to this Third Amendment
Signatures
----------
LANDLORD: TENANT:
Trustees of The Cambridge East
Trust, as Trustees and not
individually
By: Xxxx and Company, Inc. Metasyn, Inc.
Managing Agent
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxx
_________________________ ____________________________
hereunto duly authorized Xxxxxxx X. Xxxx, President and
Chief Executive Officer
hereunder duly authorized
Secretary's Certificate
The undersigned hereby certifies (1) that he is the duly elected
Assistant Secretary of the corporation executing this Lease as amended by this
Third Amendment as Tenant, (2) that the Tenant's Board of Directors has duly
decided as required by law and the Tenant's governing documents that the Tenant
shall enter into this Lease as amended by this Third Amendment and has duly
empowered the person who executed this Third Amendment to do so in the name of
and on behalf of the Tenant, and (3) that the Tenant's execution and performance
of this Lease as amended by this Third Amendment is consistent with and does not
contravene or violate the law and governing documents under which Tenant is
organized and operated.
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxx, Secretary
6