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EXHIBIT 10.1
LEASE
Date: May 15, 1997
MAI238
I. MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a Massachusetts Corporation,
successors and assigns, "Lessor", hereby LEASES unto MILLENNIUM PHARMACEUTICALS,
"Lessee", the following Premises: Suite #500 and 402, containing approximately
20,652 rentable square feet of space on the fourth and fifth floors, and known
as the "Premises", identified as the hatched areas on EXHIBIT A, located in the
"Building" identified as number 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, the
"Building", which Building contains 77,697 rentable square feet and is located
on the parcel of land (the "Land") identified as Assessors Xxxx #00, Xxx #00 as
shown on the plan attached hereto as EXHIBIT B; subject to existing easements
and party wall agreements and to rights and encumbrances of record, and the
Lessor reserves the right to maintain, use, repair and replace pipes, ducts,
wires, meters and any other equipment, machinery, apparatus and fixtures serving
other parts thereof, provided that the Lessor shall minimize any interference to
Lessee with respect thereto.
II. TO HAVE AND TO HOLD for the term:
beginning with the Fifteenth day of May, 1997, and ending with the Thirty First
day of May, 1999, identified as the "Term", as herein under specified unless
sooner terminated as hereinafter provided, and to be used for the following
purpose:
Offices
III. YIELDING AND PAYING a rent of Five Hundred Ninety Eight Thousand Eight
Hundred Sixty and 00/100 Dollars ($598,860.00) yearly by equal monthly payments
of Forty Nine Thousand Nine Hundred Five and 00/100 Dollars ($49,905.00) Dollars
per month, known as "Base Rent", on the first day in each calendar month in
advance, the first monthly payment to be prorated and paid effective May 15,
1997, all payments to be made to the Lessor or such agent, and at such place, as
the Lessor shall from time to time in writing designate, the following being now
so designated:
Xxxxxxxx & Grew, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
It is also understood and agreed as follows:
1. REAL ESTATE TAXES: Lessee shall pay, as additional rent, 26.58 percent
of the increase in real estate taxes assessed on the Land and Building
by the City of Cambridge during the
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Lease term and any extension thereof. If in any tax year commencing
with the Fiscal Year 1998 (July 1, 1997 - June 30, 1998), the real
estate taxes on the Land and Building of which the leased Premises are
a part are in excess of the amount of the real estate taxes thereon for
the Fiscal Year 1997 (July 1, 1996 - June 30, 0000), Xxxxxx shall pay
to Lessor as additional rent 26.58 percent of such excess that may
occur in each year. Such payment shall be made by paying Lessor on each
day that payments of basic rent are due hereunder, an amount equal to
one-twelfth (1/12th) of the amount which Lessor reasonably estimates to
be the total amount of Lessee's obligation under this section for that
year, said estimate to be predicted on the previous year's taxes.
Payments made by Lessee under this section shall not bear interest and
may be commingled by Lessor with any other funds of Lessor. Taxes due
hereunder for the years in which each of the term commencement date and
the Lease termination date occurs shall be prorated. If the total
amount paid hereunder with respect to any year exceeds the amount due
under this section for such year, such excess shall be credited by
Lessor against the monthly installments on account of taxes next
falling due, if any, or if no further payments on account of taxes will
become due during the remainder of the term of this Lease, Lessor shall
promptly refund the amount of such excess to Lessee upon the expiration
or termination of this Lease (unless such termination is a result of a
default by Lessee, in which case such amount shall be set off against
amounts due to Lessor from Lessee). If the aggregate amount of
installments paid by Lessee on account of taxes with respect to any
year is less than Lessee's prorata share thereof for such year, Lessor
shall give written notice thereof to Lessee, and Lessee shall pay to
Lessor the amount of such deficiency, as additional rent, within ten
(10) days of receipt of notice. Upon request by Lessee, Lessor shall
promptly furnish to Lessee a copy of Real Estate Tax Xxxx of Building,
but Lessee's obligation to make payments on account of taxes shall not
be conditioned upon receipt by Lessee of this xxxx.
2. OPERATING EXPENSES: Lessee shall pay, as additional rent, 26.58 percent
of the increase in operating expenses for the Land and Building of
which the leased Premises are a part, above the base operating expenses
for the Fiscal Year 1996. At the end of the first fiscal year* and at
the end of each succeeding fiscal year during the Term, Lessor shall
render to Lessee a statement of operating expenses for the preceding
year.
* Currently July 1 - June 30. Lessor reserves the right to change the fiscal
year dates at any time in during the Lease Term.
Within thirty (30) days after the date of delivery of such statement,
Lessee shall pay to Lessor, as additional rent, any amount due. In
addition, Lessor shall deliver to Lessee a budget for the then current
fiscal year based on the statement of expenses for the prior year and
projected increases or decreases reasonably estimated by Lessor.
Commencing with the first day of the first month following the delivery
to the Lessee of such budget, the Lessee shall pay to the Lessor on
account toward Lessee's share of increases in operating expenses
anticipated for the then current year, 1/12 of the total annualized
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amount by which the operating expenses exceed the base year expenses.
At the end of the fiscal year, Lessor shall provide to Lessee a
reconciliation of actual operating costs compared to budgeted costs and
adjust Lessee's account accordingly.
In the event that the average occupancy rate of the building shall be
less than ninety-five percent (95%) for any fiscal year, for purposes
of calculating operating expense increases, the operating expenses for
such fiscal year shall be increased by the additional costs and
expenses that Lessor reasonably estimates would have been incurred if
the average occupancy rate had been ninety-five percent (95%) for such
fiscal year. It is not the intent of this provision, commonly referred
to as a "gross up" clause, to permit Lessor to charge Lessee for any
operating expenses attributable to unoccupied space, or to seek
reimbursement form Lessee for costs never incurred. Rather, the intent
of this provision is to allow the Lessor to recover only those
increases in operating expenses properly attributable to the occupied
space in the building, and this provision is thus designed to calculate
the actual cost of providing a variable operating expense service to
the leased area of the Building receiving such service. The "gross up"
treatment shall be applied only with respect to variable operating
expenses arising from services provided to space in the Building
occupied by Lessees (which services are not provided to space or may be
provided only to some Lessees) in order to equitably allocate such
variable operating expenses tot he Lessees receiving benefits thereof.
Operating expenses shall include without limitation all utility,
mechanical system, general operating, payroll, and administrative
expenses including but not limited to:
a) All salaries, wages, fringe benefits, payroll taxes, and
xxxxxxx'x compensation insurance premiums related thereto of and
for employees engaged in the operation of the Building.
b) Cleaning; including window cleaning and the cost of cleaning
supplies.
c) Utilities; including all charges for electricity, water and
sewer, and gas which are not separately chargeable to Building
tenants.
d) Mechanical; including maintenance and repair for the heating
and cooling, electrical systems.
e) General; including trash removal, roof repairs, security, and
snow removal.
f) Administrative; including management fee.
3. LEASE TERMINATION: Lessee may terminate this Lease anytime after the
first anniversary of this Lease commencement, by providing written
notice to Lessor six months in advance of the Lease termination date.
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4. LEASE OPTION: Lessee has the option to extend this Lease for an
additional two years at the then fair market value for office rents in
the Xxxxxxx Square market, provided Lessee requests the extended term
in writing, not less than six months prior to the end of the initial
Lease Term.
5. PARKING: Lessor agrees to provide nineteen parking spaces during
the Lease Term and any extension thereof. The monthly rate for such
parking will be $120.00 per space and is subject to change throughout
the Term of the Lease. The monthly "rent" is to be equal to the parking
rents effective for Building tenants at 000 Xxxx Xxxxxx.
6. CONDITION OF PREMISES: Lessee accepts the Premises in "as is"
condition, except Lessor agrees to paint the Premises by May 15, 1997
at no charge to Lessee.
7. LATE PAYMENT OF RENT: Lessee agrees that in the event that any payment
of annual fixed rent or additional rent shall remain unpaid at the
close of business on the tenth business day of each month there shall
become due to the Lessor from the Lessee, as additional rent and as
compensation for the Lessor's extra administrative costs in
investigating the circumstances of late rent, a late charge of two
percent (2%) of the amount overdue. The Lessor shall notify, in
writing, when said late fee is debited to Lessee's account.
8. ASSIGNMENT/SUBLET: Except with respect to an assignment or sublease to
a successor to Lessee by merger or acquisition or with respect to
assignment or sublease to a majority owned subsidiary of Lessee ;
Lessee shall not assign this Lease or sublet the Premises thereof, or
permit the occupancy of any portion of the Premises without obtaining,
on each occasion, the prior written consent of the Lessor, which
consent shall not be unreasonably withheld. At the time Lessee provides
written notice to Lessor of its proposal to assign this Lease or sublet
the Premises thereof, Lessee shall provide Lessor with a copy of the
proposed assignment or sublease document, and such information as
Lessor may reasonably request concerning the proposed sublessee or
assignee to assist Lessor in making an informed judgment regarding the
financial condition, reputation, operation and general desirability of
the proposed sublessee or assignee. Lessor shall not unreasonably
withhold its consent to an assignment by another entity acquiring
Lessee. Lessor shall then have a period of fifteen (15) days following
receipt of such notice within which to notify Lessee in writing of
Lessor's election to:
1. terminate this Lease as of the date specified by Lessee if
the space so affected comprises more than fifty percent
(50%) of the leased Premises, in which event Lessee shall be
relieved of all further obligations hereunder as to the
leased Premises or said portion thereof, after paying all
Rent due as of the Termination Date, or
2. permit Lessee to assign or sublet the leased Premises or
said portion thereof, or
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3. refuse to consent to Lessee's assignment or subleasing of
the leased Premises or said portion thereof and to continue
this Lease in full force and effect as to the entire leased
Premises.
If Lessee does assign, sublet, or permit occupancy hereunder, and if
the aggregate rent and other amounts payable to Lessee under or in
connection with such assignment, sublease, or occupancy arrangement,
exceeds the rents and other charges said hereunder the Lessee shall pay
to the Lessor the amount of 50% of such excess, as additional rent,
less any out of pocket expenses that Lessee reasonably incurs.
9. INSURANCE:
9.1 PUBLIC LIABILITY INSURANCE: Lessee shall take out and maintain in force
throughout the term comprehensive public liability insurance naming
Lessor, Lessee, the holder of any mortgage, and persons claiming under
them, if any, as insureds against all claims and demands for any injury
to person or property which may be claimed to have occurred on the
Premises, the Building, the Land and ways adjoining the Building, in an
amount which at the beginning of the term shall not be less than
$1,000,000 for injury or death of one person, $3,000,000 for injury or
death of more than one person in a single accident and $1,000,000 for
property damage or such higher amounts as Lessor shall determine are
reasonably required by reason of Lessee's use of the Premises and which
thereafter, if Lessor requires, shall be in such higher amounts as are
then consistent with sound commercial practice in Cambridge,
Massachusetts. Lessee's insurer shall be authorized to do business in
Massachusetts and have a general policy holder's rating of not less
than A and financial ratings of not less than Class VIII as rated in
the most current "Best's Insurance Report".
9.2 CASUALTY INSURANCE: Lessee shall take out and maintain throughout the
term a policy of fire, vandalism, malicious mischief, extended coverage
and so-called all risk coverage insurance insuring Lessee's
improvements to the Premises and Lessee's fixtures, furnishing and
equipment to their full insurable value, except that any such insurance
may be written with an 80% co-insurance clause.
9.3 CERTIFICATES OF INSURANCE: Such insurance shall be placed with insurers
reasonably satisfactory to Lessor and authorized to do business in
Massachusetts. Such insurance shall provide that it shall not be
cancelled without at least ten (10) days prior written notice to each
insured named therein. Lessee shall furnish to Lessor certificates of
insurance for all insurance required to be maintained by Lessee under
this Lease. Lessee shall also deliver such certificates to the holder
of any mortgage affecting the Land and Building, said certificates
setting forth in full the provisions thereof together with evidence
satisfactory to Lessor of the payment of all premiums for such
policies.
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9.4 LESSOR'S INSURANCE: Lessor shall take out and maintain in force
throughout the Lease Term, in a company or companies authorized to do
business in Massachusetts, casualty insurance on the Building
(excluding "Lessee's Property", "Lessee's Work" and "Alterations") (as
hereinafter defined), as to which Lessee is required to maintain
insurance pursuant to Section 9.2 above) in an amount equal to the full
replacement value of the Building (exclusive of foundations and those
items set forth in the preceding parenthetical in this sentence),
covering all risks of direct physical loss or damage and so-called
"extended coverage" risks. This insurance may be maintained in the form
of a blanket policy covering the Building as well as other properties
owned by Lessor. Notwithstanding the foregoing provisions of this
Section 9.4, Lessor shall have the right, at any time during the Lease
Term, to self-insure all or any portion of the coverages required by
this Section.
9.5 WAIVER OF SUBROGATION: To the extent to which a waiver of subrogation
clause is available, Lessor and Lessee shall obtain a provision in all
insurance policies carried by such party covering the Premises,
including but not limited to contents, fire and casualty insurance,
expressly waiving any right on the part of the insurer against the
other party. If extra cost is chargeable for such provision, then the
party benefitting from such waiver shall pay such extra charge.
Notwithstanding the foregoing, with respect to such portion of the
Lease Term during which Lessor elects to self-insure under Section 9.4
above, then for purposes of this Section 9.5, Lessor shall be deemed to
have maintained fire and all-risk coverage in an amount equal to one
hundred (100%) percent of the insurable value of the Building (subject
to the exceptions and exclusions set forth in Section 9.4 above) with a
waiver of subrogation clause contained therein.
10. REAL ESTATE BROKER: Lessor and Lessee each represent to the other that
they have dealt with no broker in connection with this Lease. Lessee
agrees to indemnify and hold Lessor harmless from and against any
claims for commissions or fees by any person by reason of any act of
Lessee or its representatives. Lessor agrees to indemnify and hold
Lessee harmless from and against any claims for commissions or fees by
any other person by reason of any act of Lessor or its representatives.
11. RIGHTS OF GROUND LESSORS AND MORTGAGEES: No act or failure to act on
the part of the Lessor which would entitle Lessee under the terms of
this Lease or by law, to be relieved of Lessee's obligations hereunder
or to terminate this Lease, shall result in a release or termination of
such obligations or a termination of this Lease unless (i) Lessee shall
have first given written notice to Lessor's ground lessors and
mortgagees of record whose address has been provided by Lessor, of the
act or failure to act on the part of Lessor which Lessee claims as the
basis of Lessee's rights; and (ii) such ground lessors and mortgagees
after receipt of such notice, have failed or refused to correct or cure
the condition within a reasonable time thereafter, but nothing in this
Lease shall be deeded to impose any obligation on any such ground
lessor or mortgagee to correct or cure any such condition. No ground
lessor shall be liable for the failure to perform any of the
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obligations of Lessor hereunder unless and until such ground lessor
terminates its ground lease and takes possession of the Premises, nor
shall any mortgagee be liable for the failure to perform any of the
obligations of Lessor hereunder unless and until such mortgagee enters
upon and takes possession of the Premises for purposes of foreclosure.
12. LEASE SUBORDINATE: This Lease is and shall be subject and subordinate
to any ground lease or mortgage now or hereafter on the Premises, and
to all advances under any such mortgage and to all renewals,
amendments, extensions and consolidations thereof, provided that the
holder of such ground lessor's interest or mortgagee's interest enters
into a non-disturbance and attornment agreement with Lessee which
provides that in the event that such ground lessor or mortgagee
succeeds to Lessor's interest hereunder, then, provided that Lessee is
not in default hereunder beyond the cure period provided in this Lease,
such party shall recognize and be bound by the terms of this Lease. In
the event that any ground lessor or the holder of any mortgage succeeds
to Lessor's interest in the Premises or any portion thereof, Lessee
hereby agrees to attorn to such ground lessor or mortgagee. In
confirmation of such subordination, Lessee shall execute and deliver
promptly any certificate in recordable form that Lessor or any ground
lessor or any mortgagee may reasonably request. Notwithstanding the
foregoing provisions of this Section, the holder of any mortgage on the
Premises may at any time subordinate its mortgage to this Lease by
written notice to Lessee.
Lessor hereby represents to Lessee that as of the date of this Lease,
there are no mortgages or ground leases encumbering the Premises or any
portion thereof.
13. NOTICE OF LEASE; ESTOPPEL CERTIFICATES: Lessor and Lessee agree
that this Lease shall not be recorded. However, upon the request of
either party, Lessor and Lessee shall execute and acknowledge a Notice
of Lease in mutually acceptable and recordable form.
From time to time during the Lease Term, and without charge, either
party shall, within fifteen (15) business days of request by the other,
certify by written instrument duly executed and acknowledged, to the
requesting party or to any person reasonably specified by the
requesting party, regarding (a) the existence of any amendments or
supplements to this Lease; (b) the validity and force and effect of
this Lease; (c) the existence of any known default or Event of Default;
(d) the existence of any offsets, counterclaims or defenses; (e) the
Commencement Date, the Rent Commencement Date and the expiration date
of the Lease Term; (f) the amount of Rent due and payable and the date
to which the Rent has been paid; and (g) such other matters as may be
reasonably requested.
14. QUIET ENJOYMENT: Provided Lessee has performed all its obligations
under this Lease, including but not unlimited to the payment of Rent
and all other sums due hereunder, Lessee shall peaceably and quietly
hold and enjoy the leased Premises for the term, without hinderance by
Lessor or anyone claiming by, through or under Lessor, subject to
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the provisions and conditions set forth in this Lease.
15. HOLDING OVER: If Lessee occupies the Premises after the day on which
the Lease Term expires (or the effective date of any earlier
termination as herein provided) without having entered into a new lease
thereof with Lessor, Lessee shall be a tenant-at sufferance only,
subject to all of the terms and provisions of this Lease one and one
half (1 1/2) times the Basic Rent in effect on the day of such
expiration or termination for the first one and one half (1 1/2) months
of such holding over, even if with the consent of Lessor, shall not
constitute an extension or renewal of this Lease.
16. FORCE MAJEURE: Neither Lessor nor Lessee shall be deemed to be in
default hereunder (and the time for performance of any of their
respective obligations hereunder other than the payment of money shall
be postponed) for so long as the performance of such obligation is
prevented by strike, lockout, act of god, absence of materials or any
other matter not reasonably within the control of the party which must
perform the obligation (collectively, "Force Majeure").
17. ENTIRE AGREEMENT: No oral statement or prior written matter shall have
any force or effect. This Agreement shall not be modified or canceled
except by writing subscribed to by all parties.
18. EXHIBITS: Attached to and forming a part of this Lease are Exhibits
"A", "B", "C", "D".
IV. THE LESSEE acknowledges that said Premises are in good and satisfactory
order, repair and condition and that all glass is whole, and covenants during
said term and such further time as the Lessee holds any part of said Premises:
(a) to pay when due said rent and all charges for water, gas, and
electricity, if applicable and to comply with any rules,
reservations or conditions reasonably set forth by Lessor;
(b) damage by fire or unavoidable casualty excepted, to keep said
Premises in as good order, repair and condition as the same are
in at the commencement of said term, or may be put in thereafter
and at the termination of this Lease peaceably to yield up said
Premises and all additions thereto in such order, repair and
condition, first removing all goods and effects except those of
the Lessor and leaving the Premises clean and tenantable;
(c) damage by fire or casualty excepted, to keep all glass whole and
in good condition with glass of the same quality as that injured
or broken;
(d) not to injure, overload or deface said Premises or Building nor
to permit on said
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Premises any auction sale or any inflammable fluids or chemicals
or any nuisance or the emission therefrom of any objectionable
noise or odor nor to permit the use thereof for any purpose
other than the purpose herein specified, nor any use thereof
which is improper, offensive, contrary to law or ordinance, or
liable to invalidate or increase the premiums for any insurance
on the Building or its contents or liable to render necessary
any alterations or additions to the Building;
(e) not to obstruct in any manner any portion of the Building not
hereby leased or the sidewalks or approaches to said Building
or any inside windows or doors, and to conform to all
reasonable rules now or hereafter made by the Lessor for the
care and use of the Building, its facilities and approaches;
(f) to keep the Premises equipped with all safety appliances and
to procure all licenses and permits required by law or
ordinance or any order or regulation of any public authority
because of the particular use made of said Premises by the
Lessee, and, if requested by the Lessor, to make all repairs,
alterations, replacements or additions so required in and to
the inside of said Premises;
(g) Lessee shall be permitted to make alterations within the
leased Premises in amounts not to exceed $5,000. Lessee shall
not make any alterations or additions or perform any
construction work including demolition, electrical, plumbing,
carpentry, HVAC or painting or to permit the making of any
holes in any part of said Building or the painting or placing
of any signs, awnings, aerials, or flagpoles or the like,
visible from outside of said Premises that exceed $5,000.00
without the express written consent of the Lessor, such
consent not to be unreasonably withheld.
(h) to save the Lessor harmless and indemnified from any injury,
loss, claim or damage to any person or property while on said
Premises, if not due to negligence or misconduct of the
Lessor, and to any person or property anywhere occasioned by
any negligent omission, neglect or default of the Lessee or of
employees of the Lessee;
(i) to permit the Lessor and the Lessor's agents to examine the
Premises at reasonable times, and if the Lessor shall so
elect, to make any repairs or additions the Lessor may deem
necessary, and at the Lessee's expense to remove any
alterations, additions, signs, awnings, aerials or flagpoles,
or the like, not consented to in writing, and to show the
Premises to prospective purchasers and tenants, during the
nine months preceding the expiration of said term or any
extension;
(j) in case the Lessee takes possession of said Premises prior to
the commencement of said term, to perform and observe all of
the Lessee's covenants from and after the date upon which the
Lessee takes possession except that no rent shall accrue
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prior to the beginning of said term;
(k) not to permit any employee or visitor of the Lessee to violate
any covenant or obligation of the Lessee hereunder;
(l) the Lessor shall not be held liable to anyone for cessation of
any service rendered customarily to said Premises or Building or
agreed to by the terms of this Lease, due to any accident, to
the making of repairs, alterations or improvements, to labor
difficulties, to trouble in obtaining fuel, electricity, service
or supplies from the sources from which they are usually
obtained for said Building, or to any cause beyond the Lessor's
control.
(m) that Lessee will not dump, flush, or in any way introduce any
hazardous materials or oil or any other toxic substances into
the septic, sewage or other waste disposal system serving the
Premises (the foregoing shall not prevent the introduction of
such substances into a waste disposal system specifically
designed to receive such substances so long as said system is
constructed and maintained in accordance with all applicable
governmental regulations); and in the event of any such
unpermitted introduction, will clean up promptly any damage
occasioned by such. The Lessee further agrees it will not
generate, store or use (except in accordance with all applicable
governmental regulations) or dispose of hazardous materials or
oil or toxic substances in or on the Premises, or dispose of
hazardous materials or oil or toxic substances from the Premises
to any other location, except a properly approved disposal
facility and then only in compliance with any and all federal,
state and local laws and ordinances regulating such activity.
"Hazardous materials", "oil" and "toxic substances", as used in
this Section, shall have the same meanings as defined and used
in the Massachusetts Oil and Hazardous Material Release
Prevention Act, as amended, M.G.L. ch. 21E, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980,
as amended, 42 U.S.C. S9061 et seq.; in the Hazardous Materials
Transportation Act, 49 U.S.C. S180; in the Toxic Substances Act,
15 U.S.C. 8601 et seq.; and in the regulations adopted and
publications promulgated pursuant to said Acts.
V. PROVIDED ALWAYS that in case said Premises or Building or any substantial
part thereof shall be taken by any exercise of the right of eminent domain or
shall receive any direct or consequential or substantial damages for which the
Lessor or the Lessee or either of them shall be entitled to compensation by
reason of anything lawfully done in pursuance of any public or other authority
during this Lease or any extensions thereof, then this Lease shall terminate at
the election of the Lessor which election may be made notwithstanding the
Lessor's entire interest may have been divested; and if the Lessor shall not so
elect, then in case of such taking or damage rendering the Premises or any part
thereof unfit for use and occupation, a just proportion of said rent according
to the nature and extent of the injury shall be abated until the Premises or in
case of such taking what remains thereof shall be put in proper condition for
use and
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occupation. If such taking or damage substantially reduces the floor space of
the demised Premises the Lessee shall have the right, effective when its
possession is disturbed, to terminate the within Lease by notice in writing to
the Lessor delivered within 30 days of the first day on which the Lessee's
possession is so disturbed. The Lessor reserves and excepts all rights to damage
to said Premises and Building and the leasehold hereby created, now accrued or
hereafter accruing by reason of any exercise of eminent domain, or by reason of
anything lawfully done in pursuance of any public or other authority and by way
of confirmation, the Lessee grants to the Lessor all the Lessee's rights to such
damages and covenants to execute and deliver such further instruments of
assignment thereof as the Lessor may from time to time request. The Lessee shall
have the right to pursue claims for relocation expenses and personal property.
The Lessee shall have the right to pursue claims for relocation expenses and
personal property from the public authority stated above or Lessee's insurer. If
the demised Premises shall be substantially damaged by fire or unavoidable
casualty then either party may terminate this Lease as of the date of the
occurrence of such damage by written notice thereof to the other party given
within 10 days of the occurrence of such damage. In the event of any destruction
of or damage to the demised Premises by reason of fire or unavoidable casualty
rendering the same or any part thereof unfit for occupation and provided said
Lease has not been terminated as hereinbefore provided, a just proportion of the
rent hereinbefore reserved shall be suspended or abated, according to the nature
and extent of the injuries sustained by the demised Premises, until the demised
Premises shall be put in proper condition for use and occupation which the
Lessor covenants to commence without delay and to prosecute with all reasonable
despatch.
VI. PROVIDED ALSO, and this Lease is upon this condition, that if the Lessee
shall neglect or fail to perform or observe any of the Lessee's covenants for a
period of 30 days (except in the case of payment of money for a period of 10
days) after written notice thereof, or if the leasehold hereby created shall be
taken on execution, or by other process of law, or if any assignment shall be
made of the Lessee's property for the benefit of creditors, or if a receiver,
guardian, conservator, trustee in bankruptcy or similar officer shall be
appointed to take charge of all or any part of the Lessee's property by a court
of competent jurisdiction, or if the Lessee commits any act of bankruptcy, or if
a petition is filed by the Lessee under any bankruptcy law, or if a petition is
filed against the Lessee under any bankruptcy law and the same shall not be
dismissed within sixty (60) days from the date upon which it is filed, then, and
in any of said cases, the Lessor lawfully may immediately or at any time
thereafter and without demand or notice, enter upon the Premises or any part
thereof in the name of the whole and repossess the same as of the Lessor's
former estate and expel the Lessee and those claiming through or under the
Lessee and remove their effects, forcibly if necessary, without being deemed
guilty of any manner of trespass and without prejudice to any remedies which
might otherwise be used for arrears of rent or preceding
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breach of covenant, and upon such entry this Lease shall terminate, and the
Lessee covenants that in case of such termination or in case of termination
under the provisions of statute by reason of the default of the Lessee, the
Lessee will forthwith pay to the Lessor as damages a sum equal to the amount by
which the rent and other payments called for hereunder for the remainder of the
original term and of any extension thereof exceed the fair rental value of said
Premises for the remainder of the original term and of any extension thereof and
in addition thereto will furthermore indemnify the Lessor during the remainder
of the original term and of any extension thereof against all loss and damage
suffered by reason of such termination however caused, first deducting any
damages paid as above provided, the loss and damage, if any, for each rent
payment period during the remainder of the original term and of any extension
thereof to be paid at the end of each such rent payment period.
VII. No consent or waiver, express or implied, by the Lessor, to or of any
breach of any covenant, condition or duty of the Lessee, shall be construed as a
consent or waiver to or of any other breach of the same or any other covenant,
condition or duty. Any notice from the Lessor to the Lessee or from the Lessee
to the Lessor shall be deemed duly served if mailed by registered mail addressed
if to the Lessee at MILLENNIUM PHARMACEUTICALS, INC., 000 XXXXXXXX XXXXX,
XXXXXXXXX, XX 00000; ATTN: MR. XXXX XXXXX and to the Lessor at MASSACHUSETTS
INSTITUTE OF TECHNOLOGY, OFFICE OF THE TREASURER, 000 XXXX XXXXXX, XXXXX 000,
XXXXXXXXX, XX 00000; ATTN: XX. XXXXXX X. XXXXXXXX, WITH A COPY TO XXXXXXXX &
GREW, INC., AGENT FOR MIT, 000 XXXXXXX XXXXXX, XXXXXX, XX 00000; ATTN: XXXXXXX
X. XXXXXX. The customary registered mail receipt shall be conclusive evidence of
such service. The covenants and agreements of the Lessor and Lessee shall run
with the Land and be binding upon and inure to the benefit of them and their
respective heirs, executors, administrators, successors and assigns, but no
covenant or agreement of the Lessor, express or implied, shall be binding upon
any person except for defaults occurring during such person's period of
ownership nor binding individually upon any fiduciary, any shareholder or any
beneficiary under any trust. If the Lessee is several persons or a partnership,
the Lessee's obligations are joint or partnership and also several. Unless
repugnant to the context, "Lessor" and "Lessee" mean the person or persons,
natural or corporate, named above as Lessor and as Lessee respectively, and
their respective heirs, executors, administrators, successors and assigns.
Witness the execution hereof in duplicate under seal the day and year first
above written.
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MASSACHUSETTS INSTITUTE OF TECHNOLOGY
LESSOR
/s/ Xxxxxx X. Xxxxxxxx
DATE:______________________ BY:__________________________________
Xxxxxx X. Xxxxxxxx
Director of Real Estate
MILLENNIUM PHARMACEUTICALS, INC.
LESSEE
/s/ Xxxx X. Xxxxx
DATE:______________________ BY:__________________________________
Xxxx X. Xxxxx
President & Chief Executive Officer
EXHIBIT C
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The Lessor shall provide the following services to the leased Premises:
1. Heating and air conditioning equipment for the Premises, as demised,
for normal office hours of 9:00 a.m. to 5:00 p.m., Monday through
Friday, except on National or State Holidays. Excluded from such
services are air conditioning requirements for computers
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or other special office machinery. After hours HVAC services will be made
available to the Lessee for an additional charge as specified in Exhibit
D. Such charges shall be paid to the Lessor as additional rent as
provided herein.
2. Maintenance and repair of all Building heating equipment, electrical
equipment, plumbing systems in public areas only; all Building air
conditioning equipment; all window frames and glass, unless the damage
to any of the above is caused by the willful neglect or misuse by the
Lessee.
3. Nightly (Monday - Friday) cleaning of the Premises and public corridors,
stairwells, lobbies, bathrooms, and cleaning of the windows, both inside
and out, two (2) times per year.
4. Extermination of all public and tenanted areas of the Building, as the
management of the Building deems necessary.
5. Structural maintenance of the leased Premises including repairs to the
roof, exterior walls of the Building, and structural damage to the
floors.
6. The removal of any normal amount of office trash, Monday through Friday,
in a "normal workday". Normal workday trash shall not include trash
generated when a tenant moves in or out of the Building, when equipment
is thrown away, when files are purged, or when construction is going on
within the leased Premises.
7. Lettering for one name in the Building directory located in the main
lobby.
8. One sign, similar to the Lessor's standard signage, which lists the
Lessee's company name and suite number and which shall be located
adjacent to the Lessee's main entrance to the Premises.
9. Snow removal and other services as deemed necessary by the Lessor for the
normal operating of the Building.
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EXHIBIT D
The Lessee shall provide and pay for the following services at the Building:
1. All maintenance of and repairs to the leased Premises necessary to keep
the Premises in good condition or in as good a condition as the Premises
were at the beginning of the Lease term. Such repairs and maintenance
which shall be the Lessee's responsibility, and which shall be subject to
the Lessor's approval, shall include but not be limited to the following:
a. The maintenance and repair of all electrical wiring, the outlets,
switches and light fixtures within the leased Premises;
b. The maintenance and repair of all hardware within the leased
Premises;
c. The maintenance and repair of all walls, doors, ceilings, and
floors;
d. The replacement of fluorescent light tubes and ballasts. This
service is available through Building Management on a time and
material basis.
e. Lessee shall be obligated to pay a $15.00 per hour, per zone fee
for HVAC needs exceeding normal operating hours as defined herein
(Exhibit C).
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