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Exhibit 10.26
AMENDMENT TO LEASE
Agreement made this 31st day of August, 1995 between Massachusetts
Institute of Technology, Treasurer's Office, Suite 200, 238 Main Street,
Cambridge, MA 02142 ("Lessor") and ImmunoGen, Inc., 000 Xxxxxx Xxxxxx,
Xxxxxxxxx, XX 00000 ("Lessee"). Unless otherwise defined herein capitalized
terms shall have the meaning set forth in the Lease as defined below.
WHEREAS, Lessor and Lessee are parties to a lease agreement for the land
and building known as 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx dated
December 23, 1992 (the "Lease");
WHEREAS, Lessor and Lessee desire to amend the Lease to by deleting
Lessee's right to borrow from Lessor the cost of certain improvements made to
the Premises by the Lessee and to increase Lessee's share of profit from a
sublease of the Premises to take into account the Lessee's investment in such
improvements;
NOW, THEREFORE, the parties agree as follows:
1. Section 3.1(b) is revised to read as follows:
(b) All other costs, charges, or expenses which
Lessee in this Lease agrees to pay or which Lessor pays or
incurs as the result of a default by Lessee hereunder, including
any penalty or interest which may be added for nonpayment or
late payment thereof as provided in this Lease (collectively,
"Additional Rent").
2. Section 8.0(c) is revised to read as follows:
(c) If Lessor consents to an assignment or sublease:
(i) Lessee shall promptly deliver to Lessor a fully executed
copy of said assignment or sublease; (ii) Lessee shall remain
primarily liable to Lessor hereunder (which liability shall be
joint and several with the assignee or sublessee); and (iii) if
the aggregate rent and other amounts payable to Lessee under or
in connection with such assignment or sublease, after deduction
of the cost of Lessee's Work amortized on a straight-line basis
over the Initial Lease Term, and the costs reasonably incurred
by Lessee in entering into such assignment or sublease
(including, without limitation, reasonable attorneys' fees and
expenses, brokerage commissions, and alterations costs amortized
on a straight-line basis over the term of such sublease),
exceeds the Rent payable hereunder, Lessee shall pay to Lessor,
as Additional Rent, one-half (1/2) of the amount of such excess
immediately upon receipt thereof by Lessee.
The parties agree that for the purposes of this
Section 8.0(c) the cost of Lessee's Work is $8.91 per rentable
square foot, but for purposes of this sublease of even date to
be entered into by Lessee, as sublessor and ASTRA Research
Center Boston, Inc., as sublessee, the cost of Lessee's Work
shall be capped at $5.95 per rentable square foot, which will
result in there being due to Lessor as Additional Rent during
the term of such sublease an amount equal to $3.50 per rentable
square foot during the initial term thereof and not less than
$3.50 per rentable square foot during the extension term thereof
(if said sublease is so extended).
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3. Section 13.5(b) is revised to read as follows:
(b) Lessee shall diligently act to repair and restore
the remainder of the Premises, including without limitation,
"Lessee's Work" (as defined in the Work Letter), and all
Alterations made by Lessee (or, in the case of a taking, what
remains thereof), to substantially the condition in which they
existed prior to the occurrence of such taking or casualty,
PROVIDED, HOWEVER, that: (i) Lessee shall not be required to
replicate Lessee's Work and all Alterations as they existed
immediately prior to such casualty, but the plans and
specifications for Lessee's repair and restoration shall be
subject to Lessor's reasonable approval as provided in the Work
Letter; (ii) the provisions of Sections 1, 2, 3, 4, 5, 6 and 8
of the Work Letter shall apply to such repair; (iii) in the
event that the amount of insurance proceeds available for the
repair and restoration work of both Lessor and Lessee hereunder
from the insurance policy maintained by Lessee pursuant to
Section 7.2 above is reduced by reason of the fact that Lessor
has maintained insurance with respect to the Premises concurrent
in coverage with the insurance maintained by Lessee pursuant to
Section 7.2, Lessor shall provide the funds necessary to make up
such deficit; and (iv) promptly upon completion of its work
under this clause (b), Lessee shall diligently act to restore
and/or replace all of Lessee's Property to substantially the
same condition they were in prior to the occurrence of such
taking or casualty. Lessee shall give Lessor written notice of
the date on which Lessee commences such repair or restoration
work.
4. Section 27.2 is deleted in its entirety.
5. The Work Letter attached to the Lease as Exhibit D is revised as
follows:
(a) The definitions of "Lessee's Amortization Payments" and "Lessor's
Allowance" are deleted from Paragraph 1.
(b) The first subparagraph of Paragraph 2 is revised to read as
follows:
Subject to the provisions of Section 18.2 of the
Lease, Lessor is leasing the Premises to Lessee in its "as is"
condition, and Lessor shall have no obligation to perform any
repairs or make any improvements to the Premises in anticipation
of Lessee's occupancy thereof. Lessee shall perform Lessee's
Work at Lessee's sole cost and expense.
(c) The first subparagraph of Paragraph 3 is revised to read as
follows:
Lessee shall be solely responsible for the
preparation and completion of all preliminary and final Working
Drawings. Lessee shall retain its own architects and engineers
to prepare Working Drawings, provided that Lessor first approves
such engineers and architects so selected by Lessee, which
approval shall not be unreasonably withheld or delayed. Lessee
shall provide copies of the preliminary Working Drawings to
Lessor, and Lessor shall provide to Lessee within fifteen (15)
business days thereafter a list of corrections and modifications
which Lessor requires to be made to the Working Drawings so as
to make the Working Drawings consistent with the base Building
systems and to
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provide that the Lessee's Work is of a type capable of
being reused by a typical research and laboratory user.
Lessor shall also provide to Lessee within such 15-business day
period a list of those elements of Lessee's Work which Lessee
must remove at the expiration or earlier termination of this
Lease.
(d) The third sentence of the second paragraph of Paragraph 3 is
revised to read as follows:
Lessor shall also provide to Lessee within such
15-business day period a supplementary list of those elements of
Lessee's Work which Lessee must remove at the expiration or
earlier termination of this Lease (if any).
(e) Paragraph 9 is deleted in its entirety.
In all other respects, the terms and provisions of the Lease are hereby
ratified and confirmed and remain in full force and effect and unamended.
EXECUTED UNDER SEAL as of the date set forth above.
Lessor: MASSACHUSETTS INSTITUTE OF TECHNOLOGY
By: /s/XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx
Title: Director of Real Estate, Associate
Treasurer
Hereunto duly authorized
Lessee: IMMUNOGEN, INC.
By: /s/XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Vice President
Hereunto duly authorized
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