Exhibit 10.16
FIFTH AMENDMENT TO LEASE
This FIFTH AMENDMENT TO LEASE (this "Fifth Amendment") dated as of April
15, 2005 is executed by and between KS Parcel A, LLC as successor to Xxxxxxx
Square, LLC ("Landlord") and Vertex Pharmaceuticals Incorporated ("Tenant").
Reference is made to that certain lease dated January 18, 2001, as amended
by First Amendment to Lease dated as of May 9, 2002, Confirmation of
Commencement Date and Rentable Square Footage dated January 30, 2003, Second
Amendment to Lease dated as of September 16, 2003, Third Amendment to Lease
dated as of December 22, 2003, a certain letter agreement dated March 24, 2004
acknowledging agreement that, taking account of the Phase I Work Holiday Period,
the Phase I Work completion date is July 20, 2004, and a certain letter
agreement dated September 17, 2004 extending the Phase I Work completion date to
September 30, 2004 and Fourth Amendment to Lease dated September 30, 2004 (as
amended, the "Lease"), by and between Landlord and Tenant with respect to a
portion of the Building on the Lot (as such terms are defined in the Lease)
located in Cambridge, Massachusetts.
Landlord and Tenant desire further to amend the terms of the Lease, to
ratify and confirm the terms of the Lease as amended, and to confirm certain
other matters, all as more particularly set forth below.
NOW, THEREFORE, in consideration of the mutual promises and other matters
herein contained, and other good and valuable consideration, the receipt and
legal sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:
1. Each capitalized term which is used but not defined herein shall have
the respective meaning ascribed thereto in the Lease.
2. The third to last sentence of the next to last paragraph of Section
3.2.1 of the Lease, as previously amended by the Fourth Amendment, is modified
to delete the dates "April 30, 2005" in the two places they appear and
substitute the dates "May 30, 2005". As so changed the phrases read in part:
"...shall (a) substantially complete the Phase IB Work on or before May 30,
2005, (b) substantially complete the Phase 11 Work on or before May 30, 2005,
...."
3. Upon the execution hereafter of counterpart copies of this Fifth
Amendment by Landlord and surety of the Paragraph Three Consent set forth below
in their sole discretion, the May 30, 2005 dates in Paragraph 3 above shall be
deemed amended to "September 1, 2005".
4. As hereby amended, the Lease is ratified, confirmed and continued in
effect.
5. By execution below, the surety which has issued a bond pursuant to a
certain Agreement of Surety indemnity dated as of September 16, 2003 has
consented to this Fifth Amendment, it being understood and agreed with said
surety that except with respect to the underlying Lease obligations expressly
modified by this Fifth Amendment, all other obligations
with respect to said Agreement of Surety Indemnity, including without limitation
the obligations to provide letters of credit in the amounts and at the times
therein provided, are ratified, confirmed and continued in effect.
Executed as of the date first written above.
LANDLORD: TENANT:
KS PARCEL A, LLC VERTEX PHARMACEUTICALS
By: Xxxxxxx Square, LLC, its Manager INCORPORATED
By: Lyme Properties, LLC, its Manager
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxx
--------------------- ----------------------------
Its Manager Name: Xxxxxxx X. Xxxxx
Title: Senior VP and General
Counsel
The undersigned surety under an Agreement of Surety Indemnity dated as of
September 16, 2003 hereby consents to the foregoing Fifth Amendment to Lease.
The Lyme Timber Company, a New
Hampshire limited partnership
By: Woodland Management Associates, LLC, a
New Hampshire limited liability company,
its general partner
By: /s/ Xxxxx X. Xxxx
-----------------------------
Xxxxx X. Xxxx, Manager
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Paragraph 3 Consent
By their signatures, the undersigned hereby give their consent to the date
change effected by Paragraph 3 above as of this_____day of____________, 2005.
The Lyme Timber Company, a New Hampshire limited partnership
By: Woodland Management Associates, LLC, a New Hampshire limited liability
company, its general partner
By: /s/ Xxxxx X. Xxxx
--------------------------
Xxxxx X. Xxxx, Manager
KS PARCEL A, LLC
By: Xxxxxxx Square, LLC, its Manager
By: Lyme Properties, LLC, its Manager
By: /s/ Xxxxx X. Xxxx
---------------------------
Its Manager
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