Exhibit 10.20
Building Xx. 000, Xxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
("the Building")
FIRST AMENDMENT
February 26, 1999
LESSOR: Cambridge Athenaeum LLC, a Delaware limited
liability company, successor-in-interest to
Old Xxxxxxx Property LLC
LESSEE: Dyax Corporation
PREMISES: An area on the first (1) floor of the
Building, containing 6,332 rentable square
feet, more or less, known as Suite 106, as
shown on Exhibit A attached to the Lease
ORIGINAL
LEASE LEASE
DATA EXECUTION: February 20, 1998
DATE:
TERMINATION
DATE: December 31, 1999
PREVIOUS
LEASE
AMENDMENTS: None
EXTENDED
TERMINATION
DATE: June 30, 2002
WHEREAS, Lessee desires to extend the term of the lease for an additional
period;
WHEREAS, Lessor agrees to extend the term of the lease for an additional
period on the terms and conditions hereinafter set forth;
NOW THEREFORE, the parties hereby agree that the above-referenced lease
(the "Lease") is hereby amended as follows:
1. EXTENSION OF TERM OF LEASE
The term of the Lease is hereby extended for an additional period
commencing as of January 1, 2000 and terminating as of June 30, 2002. Said
additional term shall be upon all of the same terms and conditions of the Lease
in effect immediately preceding the commencement of such additional term
(including, without limitation, Lessee's obligation to pay Lessee's pro-rata
share of real estate taxes and common area maintenance (CAM) charges, pursuant
to Section 27(e) of the Lease), except as follows:
A. The fixed rent during the additional term shall be the sum of: (i) One
Hundred Fifty-Eight Thousand Three Hundred and 04/100 ($158,300.04) Dollars per
year (i.e., a monthly payment of $13,191.67), plus (ii) the annual fair market
rental value of Lessee's parking spaces in the OKS Garage, all to be reasonably
determined by Lessor and as the same may be adjusted from time to time.
B. In the event that any of the provisions of the Lease are inconsistent
with this Amendment or the state of facts contemplated hereby, the provisions of
this Amendment shall control.
2. PARKING
The parties hereby acknowledge that Lessee currently has the right to park
ten (10) passenger motor vehicles ("Parking Spaces") in the OKS Garage at the
then current rental value, from time to time, pursuant to Section 27(c) of the
Lease. The parties hereby further acknowledge that Lessee shall continue to have
the right said Parking Spaces during the additional term of the Lease, in
accordance with the terms and conditions of said Section 27(c) of the Lease.
3. BROKER
The Lessor and Lessee each represent and warrant to the other that each
has had no dealings with any broker concerning this First Amendment, except
Xxxxxx Xxxxx & X'Xxxxxx, a Xxxxxxxx Xxxx Company and each party agrees to
indemnify and hold the other harmless for any damages occasioned to the other by
reason of a breach of this representation and warranty.
4. NOTICES
For all purposes of the Lease, the notice address for Lessor is as
follows:
Beacon Capital Partners, Inc.
Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Treasurer
5. LIMITATION OF LESSOR'S LIABILITY
Lessee shall neither assert nor seek to enforce any claim against Lessor,
or Lessor's agents or employees, or the assets of Lessor or of Lessor's agents
or employees, for breach of
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this Lease or otherwise, other than against Lessor's interest in the Building of
which the premises are a part and in the uncollected rents, issues and profits
thereof, and Lessee agrees to look solely to such interest for the satisfaction
of any liability of Lessor under this Lease, it being specifically agreed that
in no event shall Lessor or Lessor's agents or employees (or any of the
officers, trustees, directors, partners, beneficiaries, joint venturers,
members, stockholders or other principals or representatives, and the like,
disclosed or undisclosed, thereof) ever be personally liable for any such
liability. This paragraph shall not limit any right that Lessee might otherwise
have to obtain injunctive relief against Lessor or to take any other action
which shall not involve the personal liability of Lessor to respond in monetary
damages from Lessor's assets other than the Lessor's interest in said real
estate, as aforesaid. In no event shall Lessor or Lessor's agents or employees
(or any of the officers, trustees, directors, partners, beneficiaries, joint
venturers, members, stockholders or other principals or representatives and the
like, disclosed or undisclosed, thereof) ever be liable for consequential or
incidental damages. Without limiting the foregoing, in no event shall Lessor or
Lessor's agents or employees (or any of the officers, trustees, directors,
partners, beneficiaries, joint venturers, members, stockholders or other
principals or representatives and the like, disclosed or undisclosed, thereof)
ever be liable for lost profits of Lessee.
6. WAIVER OF SUBROGATION
In any case in which Lessee shall be obligated to pay to Lessor any loss,
cost, damage, liability, or expense suffered or incurred by Lessor, Lessor shall
allow to Lessee as an offset against the amount thereof (i) the net proceeds of
any insurance collected by Lessor for or on account of such loss, cost, damage,
liability or expense, provided that the allowance of such offset does not
invalidate or prejudice the policy or policies under which such proceeds were
payable, and (ii) if such loss, cost, damage, liability or expense shall have
been caused by a peril against which Lessor has agreed to procure insurance
coverage under the terms of this Lease, the amount of such insurance coverage,
whether or not actually procured by Lessor.
In any case in which Lessor or Lessor's managing agent shall be obligated
to pay to Lessee any loss, cost, damage, liability or expense suffered or
incurred by Lessee, Lessee shall allow to Lessor or Lessor's managing agent, as
the case may be, as an offset against the amount thereof (i) the net proceeds of
any insurance collected by Lessee for or on account of such loss, cost, damage,
liability, or expense, provided that the allowance of such offset does not
invalidate the policy or policies under which such proceeds were payable and
(ii) the amount of any loss, cost, damage, liability or expense caused by a
peril covered by fire insurance with the broadest form of property insurance
generally available on property in buildings of the type of the Building,
whether or not actually procured by Lessee.
The parties hereto shall each procure an appropriate clause in, or
endorsement on, any property insurance policy covering the premises and the
Building and personal property, fixtures and equipment located thereon and
therein, pursuant to which the insurance companies waive subrogation or consent
to a waiver of right of recovery in favor of either party, its respective agents
or employees. Having obtained such clauses and/or endorsements, each party
hereby agrees that it will not make any claim against or seek to recover from
the other or its agents or employees for any loss or damage to its property or
the property of others resulting from fire or other perils covered by such
property insurance.
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7. As herein amended, the Lease is ratified, approved and confirmed in all
respects.
EXECUTED under seal as of the date first above written.
LESSOR: LESSEE:
CAMBRIDGE ATHENAEUM LLC, DYAX CORPORATION
a Delaware limited liability company
By: Xxxxxxx Athenaeum LLC,
a Delaware limited liability company,
its manager
By: Beacon/XX Xxxxxxx LLC, a
Delaware limited liability company,
its manager
By: Beacon Capital Partners, L.P.,
a Delaware limited partnership
d/b/a Beacon Capital Partners
Limited Partnership, its manager
By: Beacon Capital Partners, Inc.,
a Maryland corporation, its
general partner
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxx
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Name: (Name) (Title)
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Title: Hereunto duly Authorized
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Date Signed: Date Signed:
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