SEVENTH AMENDMENT TO LEASE
Exhibit 10.68
SEVENTH AMENDMENT TO LEASE
THIS SEVENTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of this
23rd day of January, 2006, by and between BMR-675 XXXX XXXXXXX STREET LLC, a Delaware
limited liability company (“Landlord,” as successor-in-interest to Xxxxxxx Square, LLC, a
Delaware limited liability company (“Original Landlord”)), and VERTEX PHARMACEUTICALS
INCORPORATED (“Tenant”).
RECITALS
A. WHEREAS, Original Landlord and Tenant entered into that certain Lease dated as of January
18, 2001 (as the same has been amended, supplemented or otherwise modified from time to time, the
“Lease”), whereby Tenant leases certain premises (the “Premises”) from Landlord at
000 Xxxx Xxxxxxx Xxxxxx in Cambridge, Massachusetts (the “Building”);
B. WHEREAS, Tenant has requested that Landlord extend the required completion dates for the
Phase IB Work and the Phase II Work; and
C. WHEREAS, Landlord and Tenant desire to modify and amend the Lease only in the respects and
on the conditions hereinafter stated.
AGREEMENT
NOW, THEREFORE, Landlord and Tenant, in consideration of the mutual promises contained herein
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, agree as follows:
1. Definitions. For purposes of this Amendment, capitalized terms shall have the
meanings ascribed to them in the Lease unless otherwise defined herein.
2. Amendment of Completion Dates. The two references to “February 1, 2006” in the
next to last paragraph of Section 3.2.1 of the Lease, as previously amended, are hereby changed to
“June 30, 2006.”
3. Broker. Tenant represents and warrants that it has not dealt with any broker or
agent in the negotiation for or the obtaining of this Amendment and agrees to indemnify, defend and
hold Landlord harmless from any and all cost or liability for compensation claimed by any such
broker or agent employed or engaged by it or claiming to have been employed or engaged by it.
4. Effect of Amendment. Except as modified by this Amendment, the Lease and all the
covenants, agreements, terms, provisions and conditions thereof shall remain in full force and
effect and are hereby ratified and affirmed. The covenants, agreements, terms, provisions and
conditions contained in this Amendment shall bind and inure to the benefit of the parties hereto
and their respective successors and,
except as otherwise provided in the Lease, their respective assigns. In the
event of any
conflict between the terms contained in this Amendment and the Lease, the terms herein contained
shall supersede and control the obligations and liabilities of the parties.
5. Miscellaneous. This Amendment becomes effective only upon execution and delivery
hereof by Landlord and Tenant. The captions of the paragraphs and subparagraphs in this Amendment
are inserted and included solely for convenience and shall not be considered or given any effect in
construing the provisions hereof. All exhibits hereto are incorporated herein by reference.
6. Counterparts. This Amendment may be executed in one or more counterparts that,
when taken together, shall constitute one original.
7. Consent of Surety. The Landlord, in its capacity as surety under that certain
Agreement of Surety Indemnity dated as of September 16, 2003 (as the same has been amended,
supplemented or otherwise modified from time to time), by execution of this Amendment hereby
consents to this Amendment.
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IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands as of the date and year
first above written, and acknowledge that they possess the requisite authority to enter into this
transaction and to execute this Amendment.
| LANDLORD: | ||||
| BMR-675 XXXX XXXXXXX STREET LLC, | ||||
| a Delaware limited liability company | ||||
| By: | /s/ XXXX X. XXXXXXXX | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Executive Vice President | |||
| TENANT: | ||||
| VERTEX PHARMACEUTICALS INCORPORATED | ||||
| By: | /s/ XXXXXXX X. XXXXX | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Senior Vice President and General Counsel | |||
