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Exhibit 10.10
FIRST AMENDMENT TO AGREEMENT OF LEASE
This FIRST AMENDMENT TO AGREEMENT OF LEASE ("First Amendment") is made
and entered into as of the 22nd day of June, 2000 at Boston, Suffolk County,
Commonwealth of Massachusetts, by and between Xxxxxx Xxxxxx, Xx. and Xxxxxxx
Xxxxxx, Trustees of One Nevada Realty Trust under Declaration of Trust dated
September 14, 1984 and filed for registration with Middlesex South Registry
District of the Land Court as Document No. 667834 and their heirs, executors,
successors and assigns where the context so admits ("Lessor") and Matritech,
Inc. a Delaware corporation and its successors, legal representatives and
assigns where the context so admits ("Lessee").
W I T N E S S E T H T H A T
Whereas, Lessor and Lessee entered into an Agreement of Lease (the "330
NEVADA STREET LEASE"), dated as of the 6th day of October, 1995, with respect to
approximately 22,500 square feet of space, more or less, on the second floor of
the building known as numbered as 000 Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx
00000 (the "330 NEVADA STREET BUILDING");
Whereas, Lessee had no options under the 000 Xxxxxx Xxxxxx Lease to
extend its tenancy;
Whereas, the Lessee desires to extend the 000 Xxxxxx Xxxxxx Lease for
one five (5) year period and the Lessor, in accordance with the terms of this
First Amendment is willing to do so and both Lessee and Lessor seek to
memorialize the terms of their agreement pertaining to such extension of the 000
XXXXXX XXXXXX LEASE, as set forth herein:
Whereas, all other parties which had an interest to lease the Premises
after Lessee's current tenancy expires have waived their rights to lease the
Premises;
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NOW, THEREFORE, Lessor and Lessee, for and in consideration of the
mutual covenants hereinafter contained, agree as follows, effective January 1,
2001:
1. Term: Article I, paragraph A is hereby modified by replacing
the last line thereof with the following:
"shall end on December 31, 2005."
2. Annual Rental: Article I, paragraph C is hereby deleted in its
entirety and the following is substituted therefor:
"The annual rental for each year of the Term shall be
four hundred five thousand dollars ($405,000.00) for the
demised premises ($33,750 per month)."
3. Monthly Rental Installment: That certain reference in Article
IV, paragraph A(1) of "$19,218.75" is hereby changed to
"$33,750.00".
4. Security Deposit: The principal amount of the security deposit
presently in place under the Agreement pursuant to Article I,
paragraph D is $57,656.25 (which is equal to three months'
rent at $19,218.75) (the "Existing Security Principal"). On or
before January 1, 2001, Lessee agrees to add $21,000.00 to the
Existing Security Principal at which point the total Principal
Security Deposit will be $78,656.25.
5. Notices: Article I, paragraph (E)(1), subpart (a.) is hereby
changed as follows:
a. If to Lessor, to 000 Xxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxxxxxx 00000, with a copy to Xxxx X. Xxxxxxxx,
Esq., Xxxxxxx, Xxxxxx & Goldings, LLP, 00 Xxxx Xxxxx,
Xxxxxx, XX 00000.
6. Repairs and Maintenance: Without in any manner expanding
Lessor's maintenance and/or repair obligations under the 000
Xxxxxx Xxxxxx Lease, Lessor and Lessee agree that the
following improvements and additions shall be made: (a)
addition of limited additional air conditioning to the
Premises; (b) replacement of rugs in certain areas of the
Premises; and (c) painting of certain portions of the
Premises. Lessor shall not in
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any event be responsible for more than Twenty Seven
Thousand Five Hundred Dollars ($27,500.00) of the
total cost of these three items with the balance to
be paid by Lessee. Lessee and Lessor will each obtain
quotes for each of the three items. Lessee and Lessor
then will agree on the vendor that is providing the
services in each instance.
7. Assignment and or Subletting: Article V, paragraph
A.12 is hereby amended by deleting lines 25 through
36 and substituting the following:
"letting of the Premises resulting in payments
to Lessee in excess of $18.00 per square foot,
Lessor and Lessee shall divide equally the
amount by which such payments exceed the sum of
$18.00 per square foot and expenses actually
incurred by lessee for broker's commission,
reasonable attorney's fees and renovations to
effectuate such assignment or subletting."
8. Option: Lessee shall have one (1) option to extend
the 000 Xxxxxx Xxxxxx Lease with respect to the
Premises for one (1) five (5) year period (the
"Option"), commencing on January 1, 2006, provided
the Lessee is not then in uncured default, which
Option may be exercised only for all of Lessee's
space, and no subportion thereof, and only by giving
written notice thereof to Lessor not later than
January 1, 2005. All other terms and conditions of
the 000 Xxxxxx Xxxxxx Lease, unless otherwise agreed
in writing, shall apply to the Option Term. The
parties will execute a mutually agreeable amendment
to the 000 Xxxxxx Xxxxxx Lease in the event the
Option is exercised.
9. Annual Rent During Option Period: The annual rent
during the Option Term shall be an amount equal to
the fair market rental value of the Premises as of
January 1, 2006. Such fair market rental value shall
be determined by mutual agreement or as provided in
this paragraph. In no event shall the fair market
rental value be less than $18.00
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per square foot; if the parties are not able to agree
to the amount of fair market rental value and
appraisal pursuant to this paragraph yields an amount
less than $18.00 per square foot, then the parties
agree that the fair market rental value shall be
$18.00 per square foot. Upon Lessee's notification to
lessor that it desires to exercise its Option, Lessor
and Lessee shall promptly confer and attempt to agree
upon the fair market rental for the Option Term. If
Lessor and Lessee fail to agree on such amounts by
March 1, 2005, the fair market rental value shall be
appraised by a competent and experienced
disinterested person selected by Lessor and
reasonably satisfactory to Lessee. All costs
associated with such appraisal shall be borne by
Lessor. Lessor shall notify Lessee of the fair market
rental value according to that appraisal no later
than May 1, 2005. Said appraised rental value shall
be deemed to be the fair market rental value for the
Option Term unless Lessee notifies Lessor of its
disagreement with such value in writing within ten
(10) days after receipt of the appraisal, and Lessee
furnishes to Lessor an appraisal rental value by a
competent and experienced disinterested person
selected by Lessee and reasonably satisfactory to
Lessor no later than July 1, 2005. All costs
associated with such appraisal shall be borne by
Lessee. If the difference between the higher
appraisal and the lower appraisal does not exceed ten
percent (10%) of the lower appraisal, the average of
the two appraisals shall be deemed to be the fair
market rental value. If the difference between the
higher appraisal and the lower appraisal does exceed
ten percent (10%) of the lower appraisal, then a
competent and experienced disinterested person shall
be appointed as a third appraiser by mutual agreement
of the Lessor and Lessee no later than September 1,
2005. The third appraiser shall make his or her
appraisal of rental value
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of the Premises by November 1, 2005, and the average
of the two closest appraisals shall then be deemed to
be the fair market rental for the Option Term. All
costs associated with such third appraisal shall be
shared equally by Lessor and Lessee.
10. Broker: Lessor and Lessee each warrant to the other
that it has had no dealings with any broker or agent
in connection with this First Amendment, and agree to
hold harmless and indemnify the other party from and
against any and all costs (including, without
limitation, attorney's fees for defense of an
action), expenses or liability for any compensation,
commissions or charges claimed by such a broker or
agent.
11. Expansion Notices: Lessor has no obligation to notify
Lessee of any space that becomes available in the
Building and Article III, paragraph D is deleted in
its entirety.
12. Waiver: Lessee hereby waives any and all claims and
releases Lessor from any and all liability with
respect to any cause of action Lessee has or may have
as detailed in that certain letter from Lessee to
Lessor dated January 7, 2000, or otherwise.
13. No Other Rights: Lessor represents and warrants to
Lessee that all parties which have or had an interest
or right to lease the Premises after Lessee's current
tenancy expires have waived their rights to lease the
Premises.
14. 000 Xxxxxx Xxxxxx Lease: All terms and conditions of
the 000 XXXXXX XXXXXX LEASE not specifically changed
by this First Amendment to the Lease shall remain in
full force and effect.
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IN WITNESS WHEREOF, the said parties hereunto set their hands and seals as of
the date first set forth above.
LESSEE LESSOR
MATRITECH, INC. ONE NEVADA REALTY TRUST
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxx Xxxxxx, Xx.
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Xxxxxxx X. Xxxxx, CEO and Chairman Xxxxxx Xxxxxx, Xx., Trustee
Thereunto Duly Authorized Thereunto Duly Authorized
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President and COO Xxxxxxx X. Xxxxxx, Trustee
Thereunto Duly Authorized Thereunto Duly Authorized
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