EXHIBIT 10.25
STANDARD FORM COMMERCIAL LEASE
Xxxxxx X. Xxxxxxxxx as Trustee of the Fifth Street
1. PARTIES Realty Trust of 000 Xxxx Xxxxxx, Xxxxxxxxx, XX 00000
(fill in)
LESSOR, which expression shall include his heirs,
successors, and assigns where the context so admits,
does hereby lease to Biogen, Inc., a corporation
having its mailing address at 00 Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, XX 00000
LESSEE, which expression shall include its
successors, executors, administrators, and assigns
where the context so admits, and the LESSEE hereby
leases the following described premises:
2. PREMISES The land consisting of approximately 11,809 square
(fill in and include, feet as shown on the deed survey map attached hereto
if applicable, suite as Exhibit "A", together with the entire building
number, floor number, thereon known and numbered as 000 Xxxxx Xxxxxx,
xxx xxxxxx xxxx) Xxxxxxxxx, XX consisting of approximately 17,000
square feet as shown on the attached schematic maps
attached hereto as Exhibit "B".
xxx
3. TERM The term of this lease shall be for Fourteen (14)
(fill in) years and seven (7) months commencing on June 1,
1990 and ending on December 31, 2004, unless earlier
terminated pursuant to paragraph 4A below.
4. RENT The LESSEE shall pay to the LESSOR rent [ILLEGIBLE]
(fill in) as follows: [ILLEGIBLE]
THIS LEASE SHALL BE TREATED AS A SO-CALLED "TRIPLE NET LEASE"
SCHEDULE OF RENT
a) Base rent of $164,000.00 per year, payable in advance in monthly
installments of $13,666.66.
b) Commencing as of June 1, 1992 and each June 1 thereafter, the base
rent shall be increased by an amount equal to 5% of the prior
year's base rent.
c) The LESSEE shall pay to the LESSOR, within 30 days of invoice by the
LESSOR together with a copy of the respective bills or invoices, the
real estate taxes, premiums for insurance coverage and water and
sewer charges incurred by the LESSOR for the premises during the
term of this Lease. LESSOR shall send such bills to LESSEE at 00
Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, Attention Accounts Payable.
The LESSEE reserves the right to appeal real estate taxes and
receive benefit of abatements if any. The LESSEE reserves the right
to secure and pay for comparable insurance coverage itself.
4A. Premature Termination:
a) After the expiration of eight (8) years the LESSEE may
prematurely terminate this Lease providing to the LESSOR a
written notice sent not less than one (1) year in advance of
the effective date together with the payment of a premature
termination fee in an amount equal to six (6) months rent at
the then current base rent rate.
b) After the expiration of nine (9) years the LESSEE may
prematurely terminate this Lease by following the procedures
set forth above except shall only pay an amount equal to three
(3) months rent at the then current base rent rate.
c) After the expiration of ten (10) years the LESSEE may
prematurely terminate this Lease by following the procedures
set forth above, except LESSEE shall not pay any termination
fee.
7. UTILITIES The LESSEE shall pay, as they become due, all bills
for electricity and other utilities (whether they
delete "air are used for furnishing heat or other purposes) that
conditioning" if not are furnished to the leased premises and presently
applicable separately metered, and all bills for fuel furnished
to a separate tank servicing the leased premises
exclusively.
LESSOR shall have no obligation to provide utilities
or equipment other than the utilities and equipment
within the premises as of the commencement date of
this lease. In the event LESSEE requires additional
utilities or equipment, the installation and
maintenance thereof shall be the LESSEE`s sole
obligation, provided that such installation shall be
subject to the written consent of the LESSOR, which
shall not be unreasonably withheld.
8. USE OF LEASED The LESSEE shall use the leased premises only for
PREMISES the purpose of any business use consistent with the
(fill in) Cambridge Zoning Code and permitted within the
specific district.
9. COMPLIANCE The LESSEE acknowledges that no trade or occupation
WITH LAWS shall be conducted in the leased premises or use
made thereof which will be unlawful, improper, noisy
or offensive, or contrary to any law or any
municipal by-law or ordinance in force in the city
or town in which the premises are situated.
10. FIRE INSURANCE The LESSEE shall not permit any use of the leased
premises which will make voidable any insurance on
the property of which the leased premises are a
part, or on the contents of said property or which
shall be contrary to any law or regulation from time
to time established by the New England Fire
Insurance Rating Association, or any similar body
succeeding to its powers.
11. MAINTENANCE The LESSEE agrees to maintain the leased premises in
good condition, damage by fire and other casualty
A. LESSEE'S only excepted, and whenever necessary, to replace
OBLIGATIONS plate glass and other glass therein, acknowledging
that the leased premises are now in good order and
the glass whole*. The LESSEE shall not permit the
leased premises to be overloaded, damaged, stripped,
or defaced, nor suffer any waste/LESSEE shall
obtain written consent of LESSOR before erecting any
sign on the premises. other than normal wear and
tear.
X. XXXXXX'X See Paragraph No. 24. * provided LESSEE shall
OBLIGATIONS have the right to have
the premises inspected
prior to the commencement
date and any deficiencies
corrected by LESSOR.
12. ALTERATIONS- The LESSEE shall not make structural alterations or
ADDITIONS additions to the leased premises, but may make
non-structural alterations provided the LESSOR
See also consents thereto in writing, which consent shall not
Paragraph 25 be unreasonably withheld or delayed. All such
allowed alterations shall be at LESSEE's expense and
shall be in quality at least equal to the present
construction. LESSEE shall not permit any mechanics'
xxxxx, or similar liens, to remain upon the leased
premises for labor and material furnished to LESSEE
or claimed to have been furnished to LESSEE in
connection with work of any character performed or
claimed to have been performed at the direction of
LESSEE and shall cause any such lien to be released
of record forthwith without cost to LESSOR. Any
alterations or improvments made by the LESSEE shall
become the property of the LESSOR at the termination
of occupancy as provided herein. except for those
which LESSEE elects to remove and repair any damage
caused by removal and except for LESSEE'S trade
fixtures and equipment.
13. ASSIGNMENT- The LESSEE shall not assign or sublet the whole or
SUBLEASING any part of the leased premises without LESSOR's
prior written consent Notwithstanding such consent,
LESSEE shall remain liable to LESSOR for the payment
of all rent and for the full performance of the
covenants and conditions of this lease. See also
paragraph 26 * which shall not be unreasonably
withheld.
14. SUBORDINATION This lease shall be subject and subordinate to any
and all mortgages, deeds of trust and other
instruments in the nature of a mortgage, now or at
any time hereafter, a lien or liens on the property
of which the leased premises are a part and the
LESSEE shall, when requested, promptly execute and
deliver such written instruments as shall be
necessary to show the subordination of this lease to
said mortgages, deeds of trust or other such
instruments in the nature of a mortgage.
15. LESSOR'S The LESSOR or agents of the LESSOR may, at
ACCESS reasonable times, enter to view the leased premises
and may remove placards and signs not approved and
affixed as herein provided, and make repairs and
alterations as LESSOR should elect to do and may
show the leased premises to others, and at any time
within three (3) months before the expiration of the
term, may affix to any suitable part of the leased
premises a notice for letting or selling the leased
premises or property of which the leased premises
are a part and keep the same so affixed without
hindrance or molestation.
16. INDEMNIFICATION The LESSEE shall save the LESSOR harmless from all
AND LIABILITY loss and damage occasioned by the use or escape of
(fill in) water or by the bursting of pipes, as well as from
any claim or damage resulting from neglect in not
removing snow and ice from the roof of the building
or from the sidewalks bordering upon the premises so
leased, or by any nuisance made or suffered on the
leased premises, unless such loss is caused by the
neglect of the LESSOR. The removal of snow and ice
from the sidewalks bordering upon the leased
premises shall be LESSOR'S responsibility.
17. LESSEE'S LIABILITY The LESSEE shall maintain with respect to the leased
INSURANCE premises and the property of which the leased
(fill in) premises are a part comprehensive public liability
insurance in the amount of with property damage
See also insurance in limits of in responsible companies
paragraph 23. qualified to do business in Massachusetts and in
good standing therein insuring the LESSOR as well as
LESSEE against injury to persons or damage to
property as provided. The LESSEE shall deposit with
the LESSOR certificates for such insurance at or
prior to the commencement of the term, and
thereafter within thirty (30) days prior to the
expiration of any such policies. All such insurance
certificates shall provide that such policies shall
not be cancelled without at least ten (10) days
prior written notice to each assured named therein.
18. FIRE, Should a substantial portion of the leased premises,
CASUALTY EMINENT or of the property of which they are a part, be
DOMAIN substantially damaged by fire or other casualty, or
be taken by eminent domain, the LESSOR may elect to
terminate this lease. When such fire, casualty, or
taking renders the leased premises substantially
unsuitable for their intended use, a just and
proportionate abatement of rent shall be made, and
the LESSEE may elect to terminate this lease if:
(a) The LESSOR fails to give written notice within
thirty (30) days of intention to restore
leased premises, or
(b) The LESSOR fails to restore the leased
premises to a condition substantially suitable
for their intended use within ninety (90) days
of said fire, casualty or taking.
The LESSOR reserves, and the LESSEE grants to the
LESSOR, all rights which the LESSEE may have for
damages or injury to the leased premises for any
taking by eminent domain, except for damage to the
LESSEE's fixtures, property, or equipment.
19. DEFAULT AND In the event that:
BANKRUPTCY
(fill in) (a) The LESSEE shall default in the payment of any
installment of rent or other sum herein
specfied and such default shall continue for
ten (10) days after written notice thereof; or
(b) The LESSEE shall default in the observance or
performance of any other of the LESSEE's
covenants, agreements, or obligations
hereunder and such default shall not be
corrected within thirty (30) days after
written notice thereof; or
(c) The LESSEE shall be declared bankrupt or
insolvent according to law, or, if any
assignment shall be made of LESSEE's property
for the benefit of creditors,
then the LESSOR shall have the right thereafter,
while such default continues, to re-enter and take
complete possession of the leased premises, to
declare the term of this lease ended, and remove the
LESSEE's effects, without prejudice to any remedies
which might be otherwise used for arrears of rent or
other default. The LESSEE shall indemnify the LESSOR
against all loss of rent and other payments which
the LESSOR may incur by reason of such termination
during the residue of the term. If the LESSEE shall
default, after reasonable notice thereof, in the
observance or performance of any conditions or
covenants on LESSEE's part to be observed or
performed under or by virtue of any of the
provisions in any article of this lease, the LESSOR,
without being under any obligation to do so and
without thereby waiving such default, may remedy
such default for the account and at the expense of
the LESSEE. If the LESSOR makes any expenditures or
incurs any obligations for the payment of money in
connection therewith, including but not limited to,
reasonable attorney's fees in instituting,
prosecuting or defending any action or proceeding,
such sums paid or obligations insured, with interest
at the rate of 10 per cent per annum and costs,
shall be paid to the LESSOR by the LESSEE as
additional rent.
*Lessee at the address set forth above
20. NOTICE Any notice from the LESSOR to the LESSEE relating to
(fill in) the leased premises or to the occupancy thereof
shall be deemed duly served, [ILLEGIBLE] or if
mailed to the leased premises, registered or
certified mail, return receipt requested, postage
prepaid, addressed to the LESSEE. Any notices from
the LESSEE to the LESSOR relating to the leased
premises or to the occupancy thereof, shall be
deemed duly served, if mailed to the LESSOR by
registered or certified mail, return receipt
requested, postage prepaid, addressed to the LESSOR
at such address as the LESSOR may from time to time
advise in writing. All rent notices shall be paid
and sent to the LESSOR at 000 Xxxx Xxxxxx,
Xxxxxxxxx, XX 00000
21. SURRENDER The LESSEE shall at the expiration or other
termination of this lease remove all LESSEE's goods
and effects from the leased premises, (including,
without hereby limiting the generality of the
foregoing, all signs and lettering affixed or
painted by the LESSEE, either inside or outside the
leased premises). LESSEE shall deliver to the LESSOR
the leased premises and all keys, locks thereto, and
other fixtures connected therewith and all
alterations and additions made to or upon the leased
premises, in good condition, damage by fire or other
casualty only excepted. In the event of the LESSEE's
failure to remove any of LESSEE's property from the
premises, LESSOR is hereby authorized, without
liability to LESSEE for loss or damage thereto, and
at the sole risk of LESSEE, to remove and store any
of the property at LESSEE's expense, or to retain
same under LESSOR's control or to sell at public or
private sale, without notice any or all of the
property not so removed and to apply the net
proceeds of such sale to the payment of any sum due
hereunder, or to destroy such property.
22. BROKERAGE See Paragraph No. 27.
(fill in or delete) **except Lessee's fixtures
23. OTHER It is also understood and agreed that the Addendum
PROVISIONS annexed hereto shall be and hereby is incorporated
and made a part of the lease agreement.
IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this____
day of April, 1990.
Biogen, Inc. Fifth Street Realty Trust
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------- ----------------------------
LESSEE Authorized Signatory LESSOR Xxxxxx X. Xxxxxxxxx,
Xxxxx X. Xxxxxx, Ph. D. Trustee
Vice President of Operations
Addendum to Lease By and Between Xxxxxx X. Xxxxxxxxx,
as Trustee of Fifth Street Realty Trust (Lessor)
and Biogen, Inc. (lessee) covering
the Property at 000 Xxxxx Xxxxxx, Xxxxxxxxx, XX
23. The LESSEE shall provide and pay for fire insurance coverage of not less
than $1 Million with the Lessor named as an additional assured. A certificate
covering the fire insurance coverage shall be delivered to the Lessor with the
Lessor named thereon as an additional assured.
24. The LESSOR agrees to maintain only the exterior structure and the roof
of the building of which the leased premises are a part in the same condition as
it is at the commencement of the term or as it may be put in during the term of
this lease by reasonable wear and tear or damage by fire or other casualty,
unless such maintenance is required because of the LESSEE or those for whose
conduct the LESSEE is legally responsible. The LESSOR also agrees to make all
repairs to the building structure and systems such as, but not limited to,
heating system, air conditioning system, electrical system, plumbing system,
elevator, fire protection system, and structural elements whenever an individual
repair exceeds $5,000.00 and is not due to the LESSEE'S negligence.
25. The LESSOR shall not require the LESSEE to remove any agreed to
alterations at the termination of the lease.
26. If the LESSEE elects to sublet all or any portion of the demised premises,
then it shall notify the LESSOR who shall have the option of entering into a new
Lease with the Sub-lessee covering said premises, thereby relieving LESSEE of
all of its obligation under this Lease for such premises.
27. Brokerage - Both parties certify to the other that no broker was involved
in this Lease or is entitled to any commission as a result of this Lease and
each shall indemnify and save the other harmless from any such claims.
28. The LESSOR agrees to finance, at the LESSEE'S option, up to $100,000.00 of
improvements and rehabilitation, of the demised premises, initiated before
December 31, 1990. Said amount shall be repaid together with interest on a
monthly basis at the rate of 14.25% per annum under a Ten (10) year
amortization schedule of equal payments of interest and principal in arrears.
These payments will commence January 1, 1991 and conclude on December 1, 2000
and will be added to the base rent. The escalation of base rate shall not apply
to the funds loaned hereunder. In the event of premature termination the unpaid
principal shall be paid in a lump sum (forthwith) with no prepayment penalty.
LESSOR may prepay such amount at any time; the prepayment shall include unpaid
interest accrued to the date of prepayment, but shall not be subject to any
prepayment fee.
29. The LESSOR shall by July 1, 1990:
a) secure and/or replace the broken windows;
b) repair the flooring on the 1st floor near the street dock as well as
other floor penetrations;
c) clear out the parking area under the storage sheds;
d) remove the spray booth and all duct work used for duct control;
e) seal the subfloor vents against rodents and insects.
IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this____
day of April, 1990.
BIOGEN, INC. FIFTH STREET REALTY TRUST
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------- ---------------------------
LESSEE Authorized Signatory LESSOR Xxxxxx X. Xxxxxxxxx,
Xxxxx X. Xxxxxx, Ph. D. Trustee
Vice President of Operations
EXHIBIT A
[Location of Main Building in relation to cross streets,
xxxxxx xx Xxxx Xxxxxx and Fifth Street]
EXHIBIT B
[Floor Plan of First Floor of Main Building
000 Xxxxx Xxxxxx, Xxxxxxxxx, MA.]
EXHIBIT B
[Floor Plan of Second Floor of Main Building
000 Xxxxx Xxxxxx, Xxxxxxxxx, MA.]
EXHIBIT B
[Floor Plan of Third Floor of Main Building
000 Xxxxx Xxxxxx, Xxxxxxxxx, MA.]
ESTOPPEL CERTIFICATE
First Trade Union Savings Bank F.S.B.
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Lease dated April, 1990 (the "Lease")
by and between Xxxxxx X. Xxxxxxxxx,
as Trustee of Fifth Street Realty Trust,
a Massachusetts Declaration of Trust ("Landlord")
and Biogen, Inc., a Massachusetts
corporation ("Tenant")
Dear Sir/Madam:
Reference is made to the above-described Lease in which the undersigned is
the Tenant. We understand that First Trade Union Savings Bank, F.S.B. ("the
Bank") is accepting an assignment of Landlord's rights under the Lease as
security for an obligation in the amount of Eight Hundred Fifty Thousand Dollars
($850,000.00) and we hereby, as a material inducement to you to loan said amount
to Landlord, represent that:
1. The Lease is for a term of Fourteen (14) years and Seven (7) months
commencing on June 1, 1990 or the date of the mortgage closing with the Bank,
whichever is later, and ending December 31, 2004; and the Lease covers all of
the real property known and numbered as 000 Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx (the "Property"). A true and correct copy of the Lease is attached
hereto as Exhibit A and incorporated herein by reference thereto.
2. There are no modifications, amendments, supplements, arrangements,
side letters or understandings, oral or written, of any sort, modifying,
amending, altering, supplementing or changing the terms of the Lease.
3. The Lease is in full force and effect, and the Lease has been duly
executed and delivered by, and is a binding obligation of, the Tenant as set
forth therein.
4. There are no security deposits held by Landlord, and there are no
other payments on account previously made by Tenant to the Landlord.
5. The undersigned acknowledges a) that the Lease is a Triple Net Lease
with the base rent until December 31, 1991 in an amount of $164,000.00 per annum
or $13,666.66 per month payable in advance on a monthly basis, and b) that no
rent yet been paid under the Lease and no rent shall be paid in the future for a
period in excess of one (1) month in advance.
6. TO THE BEST OF THE TENANT'S KNOWLEDGE, The improvements on the
Premises are free from defects in design, materials and workmanship; and the
improvements meet all governmental requirements, including, but not limited to,
zoning and environmental requirements.
7. Neither the Landlord nor the Tenant are in default under the Lease
and Landlord has peformed the obligations required to be performed by Landlord
under the terms thereof through the date hereof.
8. The Lease shall be subordinate to a Mortgage and Security Agreement
on the Premises by the Landlord to the Bank and an assignment of Landlord's
interest in the Lease given by Landlord to the Bank; and in the event of a
merger of Landlord and Tenant in any manner, the interest of Tenant and Landlord
shall not merge.
9. Landlord and Tenant agree not to modify, amend, terminate, assign or
otherwise change the Lease without the prior written consent of the Bank.
10. In the event of a default by Landlord under any of the terms or
provisions of the Lease, Tenant shall give adequate notice to the Bank and
sufficient time to cure such default.
Date: June 7, 1990
Very truly yours,
Biogen, Inc.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Xxxxx X. Xxxxxx, Ph.D.
Vice President of Operations
Hereunto Duly Authorized
