TENTH AMENDMENT TO LEASE
Exhibit 10.1
TENTH AMENDMENT TO LEASE
This Tenth Amendment to Lease (this “Tenth Amendment”) is made and entered into as of the 27th day of June, 2018 (the “Tenth Amendment Effective Date”) by and between XXXXXX XXXXXXX COMMERCIAL, LLC, a Massachusetts limited liability company (the “Landlord”), and IMMUNOGEN, INC., a Massachusetts corporation (the “Tenant”).
WHEREAS, Tenant is the tenant under that certain Lease executed between Tenant and Landlord, as successor to Xxxxxx 333 LLC, dated June 21, 1988, as amended by that certain First Amendment to Lease dated as of May 9, 1991, as further amended by that certain Second Amendment to Lease dated as of August 5, 1997, as further amended by that certain Confirmatory Second Amendment to Lease dated as of September 17, 1997, as further amended by that certain Third Amendment and Partial Termination of Lease dated as of August 8, 2000, as further amended by that certain Fourth Amendment to Lease dated October 3, 2000, as further amended by that certain Fifth Amendment of Lease dated as of June 7, 2001, as further amended by that certain Sixth Amendment of Lease dated as of April 30, 2002, as further amended by that certain Seventh Amendment of Lease dated as of October 20, 2005, as further amended by that certain Eighth Amendment of Lease dated as of February 21, 2007, and as further amended by that certain Ninth Amendment of Lease dated as of November 17, 2010 (as amended, the “Lease”), concerning an approximately 43,850 square foot portion (the “Premises”) of the real property located at 000-000 Xxxxxxxxxx Xxxxxxx, Xxxxxxx, XX (the “Property”).
WHEREAS, Landlord and Tenant desire to amend the Lease to, among other things, extend the term of the Lease and otherwise accomplish the foregoing objectives and any other objectives described herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
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7. Surrender; Removal; Restoration. Section VII(b) of the Lease is hereby amended by deleting all such text and replacing such text with the following: |
“(b)To keep the Premises and all equipment and fixtures therein, including but not limited to, all heating, ventilating, air conditioning, plumbing and electrical equipment, lines, pipes, ducts, sprinklers and all windows now or hereafter within and/or solely serving the Premises in good order, repair and condition as the same are in at the commencement of the Term, or may be put in thereafter, damage by fire or unavoidable casualty and reasonable use and wear excepted. Upon the expiration or sooner termination of the Term, Tenant shall peaceably yield up the Premises in good order, repair and condition (subject to damage by fire or other casualty and ordinary wear and tear). Tenant shall be responsible to remove, at its sole cost and expense, the equipment, furniture, and personal property set forth on the attached Exhibit A, which Tenant may take for its own use or discard. Otherwise, in consideration of the payment by Tenant in the amount of $460,000.00, which such amount shall be paid by Tenant no later than five (5) business days after the Tenth Amendment Effective Date, Tenant shall have no further removal or restoration requirements; provided, however, in no event shall the foregoing (i) limit Tenant’s on-going repair, maintenance, and restoration requirements set forth in the Lease, or (ii) limit Tenant’s liability under the Lease in the event the physical condition of the Property or Premises shall materially change from the condition the same is in as of the Tenth Amendment Effective Date
due to the actions or omissions by Tenant. Tenant shall, at its cost and expense, repair any damage to the Premises or the Building caused by the removal of Tenant’s furniture, equipment and personal property. If Tenant fails to satisfy the foregoing removal requirements, Landlord may remove the same and, Tenant shall pay to Landlord the reasonable cost of such removal and of any repairs for any damage to the Premises or Building in connection therewith. Tenant shall have no further restoration obligations except as set forth in this Tenth Amendment.
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8. De-Commissioning. The following section is hereby added to the Lease immediately following Article VII(o): |
“(p)Prior to the expiration of the Lease (or within thirty (30) days after any earlier termination), Tenant shall clean and otherwise decommission all interior surfaces (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing in or serving the Premises, and all exhaust or other ductwork in or serving the Premises, in each case that has carried, released or otherwise been exposed to any hazardous substances due to Tenant’s use or occupancy of the Premises, and shall otherwise clean the Premises so as to permit the Decommissioning Report called for by this Article VII(p) to be issued. Prior to the expiration of the Lease (or within thirty (30) days after any earlier termination), Tenant, at Tenant’s expense, shall obtain for Landlord an Environmental Assessment addressed to Landlord (and, at Tenant’s election, Tenant) by a reputable licensed environmental engineer or industrial hygienist that is designated by Tenant and acceptable to Landlord in Landlord’s reasonable discretion, which report (the “Decommissioning Report”) shall be based on the environmental engineer’s inspection of the Premises and shall state, to Landlord’s reasonable satisfaction, that (a) the hazardous substances described in the first sentence of this paragraph, to the extent, if any, existing prior to such decommissioning, have been removed in accordance with applicable laws; (b) all hazardous substances described in the first sentence of this paragraph, if any, have been removed in accordance with applicable laws from the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such exhaust or other ductwork in the Premises, may be reused by a subsequent tenant or disposed of in compliance with applicable laws without incurring special costs or undertaking special procedures for disposal, investigation, assessment, cleaning or removal of such hazardous substances and without giving notice in connection with such hazardous substances; (c) the Premises may be reoccupied for office, research and development, or laboratory use, demolished or renovated without incurring special costs or undertaking special procedures for disposal, investigation, assessment, cleaning or removal of hazardous substances described in the first sentence of this paragraph and without giving notice in connection with hazardous substances; and (d) that all such machinery and equipment may be re-used, without additional cost, by a future tenant or occupant without incurring special costs or undertaking special procedures. Further, for purposes of clauses (b) and (c), “special costs” or “special procedures” shall mean costs or procedures, as the case may be, that would not be incurred but for the nature of the hazardous substances related to Tenant’s use or occupancy of the Premises as hazardous
substances instead of non-hazardous materials. The Decommissioning Report shall also include reasonable detail concerning the clean-up measures taken, the clean-up locations, the tests run and the analytic results. Tenant shall submit to Landlord the identity of the applicable consultants and the scope of the proposed Decommissioning Report for Landlord’s reasonable review and approval at least 30 days prior to commencing the work described therein or at least 60 days prior to the expiration of the Term, whichever is earlier. If Tenant fails to perform its obligations under this Section, without limiting any other right or remedy, Landlord may, on five (5) business days’ prior written notice to Tenant perform such obligations at Tenant’s expense if Tenant has not commenced to do so within said five day period, and Tenant shall within 10 days of written demand reimburse Landlord for all reasonable out-of-pocket costs and expenses incurred by Landlord in connection with such work. Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Lease.
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10. Notices; Service of Process: The Landlord’s notice address is hereby replaced with the following: |
Xxxxxx Xxxxxxx Commercial, LLC
c/o The Xxxxx Companies
provide documentary and other evidence of Tenant’s identity and ownership as may be reasonably requested by Landlord at any time to enable Landlord to verify Tenant’s identity or to comply with any legal requirement or applicable laws. Tenant agrees that breach of the representations and warranties set forth in this Section 14 shall at Landlord’s election be a default under this Lease for which there shall be no cure. This Section 14 shall survive the termination or earlier expiration of the Lease. |
parties intend that a faxed or emailed Tenth Amendment containing either the original and/or copies of the signature of all parties shall constitute a binding Tenth Amendment. |
[Remainder of Page Intentionally Blank; Signature Page Follows]
EXECUTED as an instrument under seal as of the date first above noted.
XXXXXX XXXXXXX COMMERCIAL, LLC, a Massachusetts limited liability company
By: _/s/ Xxxxxxx McCready_____________
IMMUNOGEN, INC., a Massachusetts corporation
By:/s/ Xxxxx X. Johnston________________
Owner Equipment And Furniture Systems To Be Removed
Description
Laboratory Equipment
Laboratory Mobil Benches & Carts
Manufacturing Process Equipment
Computer Hardware Systems Including Copiers & Printers
Conference Room Audio Visual Equipment
Office Furniture From The Following Locations; 062A, 062B, 063A
063B, 025, 048A, 048B, 049A, 049B, & 299A
Reception Desk & Guest Seating
Demountable Feature Wall By Entrance To Café
Café Refrigerators
ImmunoGen Sign On Front Entrance Of Building
