LEASE This Lease is made and entered into as of September 11, 2023, by and between DIV WASHINGTON, LLC, a Massachusetts limited liability company, with its principal place of business at c/o The Davis Companies, 125 High Street, Suite 2111, Boston, MA...
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LEASE between DIV WASHINGTOοΏ½, LLC as Landlord And ACUMEN PHARMACEUTICALS, INC. as Tenant 0000-0000 Xxxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx As of September 11, 2023 Exhibit 10.13
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LEASE This Lease is made and entered into as of September 11, 2023, by and between DIV WASHINGTON, LLC, a Massachusetts limited liability company, with its principal place of business at c/o The Xxxxx Companies, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000 (the "Landlord") and ACUMEN PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business at 000 Xxxx Xxxxxx, Xxxxxxxxxxxxxxx, XX (the "Tenant"). ARTICLE 1. GRANT 1.1 Premises. Landlord, for and in consideration of the rents herein reserved and of the covenants and agreements herein contained on the part of Tenant to be performed, hereby leases to Tenant and Tenant accepts from Landlord, certain space shown on Exhibit A attached hereto and made a part hereof, containing 3,758 rentable square feet in area (the "Premises"), situated on the second (2nd) floor and known as Suite 0210 of the office building located at 0000-0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (the "Building"). The Premises, Building, the "Common Areas" (defined below) and the land upon which the same are located, which is legally described in Exhibit B (the "Land"), together with all other improvements thereon and thereunder are collectively referred to as the "Property". The parties agree that the rentable square footage of the Premises set forth above is conclusive and binding. The Premises shall exclude Common Areas (as defined below) and the exterior faces of exterior walls. 1.2 Common Areas. Landlord hereby grants to Tenant during the term of this Lease, a license to use, in common with the others entitled to such use, the Common Areas as they from time to time exist, subject to the rights, powers and privileges herein reserved to Landlord. The term "Common Areas" as used herein will include all areas and facilities outside the Premises that are provided and designated by Landlord for general non-exclusive use and convenience of Tenant and other tenants. Common Areas include but are not limited to the exterior walls, hallways, entranceways, lobbies, stairways and stairwells, the Parking Garage (as defined below) and surface parking areas, elevators and elevator xxxxx, fan rooms, electric and telephone closets ( other than those exclusively serving the Premises, if any), janitor closets, freight elevators, and pipes, ducts, risers, conduits, wires, and appurtenant fixtures serving other parts of the Property (exclusively or in common), pedestrian sidewalks, landscaped areas, outdoor patio, loading areas, roadways, rights of way, walking and jogging paths, if any, and other common areas and facilities from time to time designated as such by Landlord. If the Premises include less than the entire rentable area of any floor, then the Premises also exclude the common corridors, elevator lobby and toilets located on such floor. 1.3 Parking. During the term of this Lease, Tenant shall be entitled to use the parking garage located at the Property (the "Parking Garage") at no charge (provided that the foregoing shall not prohibit Landlord from including any costs or expenses in connection with the Parking Garage or any other parking operations at the Property in Operating Expenses), subject to the terms and conditions imposed by Landlord on parking in the Parking Garage. All parking shall be in common with other Building tenants on an umeserved, first-come, first-serve basis, but shall be limited to eleven (11) total parking spaces that may be used by Tenant. Xxxxxx agrees not to overburden the parking facilities and agrees to cooperate with Landlord and other tenants in the use of parking facilities. Landlord shall have the right to change the Parking Garage from time to time. Landlord may designate parking spaces in the Parking Garage for the handicapped, visitors to the Building and for use by other tenants. Landlord may install signage or implement a pass or sticker system to control parking use, and may employ valet
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"Tax Year": The fiscal year of the City of Xxxxxx (July 1 June 30) or other applicable governmental authority for real estate tax purposes or such other twelve (12) month period as may be duly adopted in place thereof. "Base Tax Year": Calendar year 2024 (i.e., which includes a portion of the Tax Year which ended on June 30, 2024 and a portion of the Tax Year which began on July 1, 2024). "Base Taxes": The amount of Taxes assessed with respect to the Property for the Base Tax Year, giving full effect to a revaluation. "Tax Increases": Attributable to a Tax Year, shall mean the excess, if any, of the Taxes paid or incurred during such Tax Year over the Base Taxes. "Taxes": All taxes, assessments and charges of every kind and nature levied, assessed or imposed at any time by any governmental authority upon or against the Property or any improvements, fixtures and equipment of Landlord used in the operation thereof whether such taxes and assessments are general or special, ordinary or extraordinary, foreseen or unforeseen in respect of each Tax Year falling wholly or partially within the Term. Taxes shall include, without limitation, all general real property taxes and general and special assessments, charges, fees or assessments for all governmental services or purported benefits to the Property, service payments in lieu of taxes, all business privilege taxes, business improvement district charges, and any tax, fee or excise on the act of entering into this Lease or any other lease of space in the Building, or on the use or occupancy of the Building or any part thereof, or on the rent payable under any lease or in connection with the business of renting space under any lease or in connection with the business of renting space in the Building, that are now or hereafter levied or assessed against Landlord by the United States of America, the Commonwealth of Massachusetts, or any political subdivision, public corporation, district or other political or public entity, including legal fees, experts' and other witnesses' fees, costs and disbursements incurred in connection with proceedings to contest, determine or reduce Taxes. Taxes shall also include any other tax, fee or other excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Taxes (including, without limitation, any municipal income tax) and any license fees, tax measured or imposed upon rents, or other tax or charge upon Landlord's business of leasing the Building, whether or not now customary or in the contemplation of the parties on the date of this Lease. Taxes shall not include: (a) franchise, transfer, gift, capital stock, estate, succession and inheritance taxes, and federal, state and municipal income taxes measured by the net income of Landlord from all sources, unless due to a change in the method of taxation such tax is levied or assessed against Landlord as a substitute for, or as an addition to, in whole or in part, any other Tax that would constitute a Tax; or (b) penalties or interest for late payment of Taxes. "Base Expense Year": The calendar year 2023. "Expense Year": The first and full calendar year following the Base Expense Year and each calendar year thereafter. "Base Expenses": The Operating Expenses for the Base Expense Year equitably adjusted to the amount such Operating Expenses would have been if one hundred percent ( 100%) of the rentable area in the Building had been occupied during the Base Expense Year if there is less than one hundred percent (100%) occupancy in the Base Expense Year. Only those component expenses that are affected by variation in occupancy levels shall be "grossed-up". For purposes of determining Tenant's 9
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Share of Expense Increases, the Base 1..:,,,,,1J"'11"'"'" shall be deemed to have been incurred by Landlord during the Base 1...,/"-UvJL!.:>v Year, "Expense Increases": Attributable to an Expense Year, shall mean the excess, if any, of the Operating Expenses paid or incurred during such Expense Year equitably adjusted, if less than one hundred percent (100%) occupancy, to the amount such Operating Expenses would have been if one hundred percent (100%) of the rentable area in the Building had been occupied during the Expense Year over the Base Expenses, Only those component expenses that are affected by variation in occupancy levels shall be "grossed-up". "Operating Expenses": All costs and expenses (and taxes, if any, thereon) paid or incurred on behalf of Landlord (whether directly or through independent contractors) in connection with the ownership, management, operation, maintenance and repair of the Building and Common Areas (including any sales or other taxes thereon) during the Term as a first-class office building, including, without limitation: (a) supplies, materials and equipment purchased or rented, total wage and salary costs paid to, and all contract payments made on account of, all persons to the extent engaged in the operation, maintenance, security, cleaning and repair of the Property at or below the level of building manager (including the amount of any taxes, social security unemployment insurance contributions, union benefits) and any on-site employees of Landlord's property management agent. (b) the building systems, including heating, ventilating, air conditioning, plumbing, electrical, mechanical, sewer, fire detection, sprinkler, life safety and security systems, telecommunications facilities, elevators and escalators, tenant directories, emergency generator, and other equipment used in common by, or for the benefit of, occupants of the Building including such repairs and replacements as may be necessary to maintain the same in proper working order and in compliance with all applicable laws and industry performance standards; ( c) charges of contractors for services and facilities otherwise includable in Operating Expenses, including security, trash removal, cleaning, janitorial, window washing, snow and ice removal, exterior and interior landscaping, the maintenance and repair of the parking facilities, roadways and light poles; but excluding any such services or facilities used exclusively by other tenants of the Building within their leased space to which Tenant has no right to use; ( d) the cost of utility services for the Property, including, without limitation, water, sanitary sewer, electricity, fuel oil, steam, chilled water; but excluding (i) electricity supplied to the Premises and billed to Tenant pursuant to Section 6.1, (ii) electricity used by other tenants of the Building within their leased space and billed directly to such tenants, and (iii) gas for the Property billed to tenants of the Building, including to Tenant pursuant to Section 6.1; (e) the premiums for fire, extended coverage, loss of rents, boiler, machinery, sprinkler, public liability, property damage, earthquake, flood, and other insurance relative to the Property and the operation and maintenance thereof and unreimbursed costs incurred by Landlord that are subject to an insurance deductible; IO
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(f) the cost of capital items incurred with respect to the ownership, operation, maintenance and repair of the Property for repairs, alterations, installations, improvements and additions amortized over the reasonable life of the capital items as determined in the reasonable judgment of Landlord's accountant in accordance with generally accepted accounting principles together with interest at the greater of twelve percent (12%) per annum or Landlord's borrowing rate for such capital items on the unamortized balance of the cost of the capital item and the installation thereof that are made to the Property by Landlord in order to: (i) maintain the Building and Building systems in proper working order and in compliance with applicable laws and performance standards, (ii) reduce ( or avoid an increase in) operation or maintenance expenses with respect to the Property, (iii) comply with laws, regulations or orders of any governmental or quasi-governmental authority, agency or department which were enacted or became effective after the date hereof, or (iv) comply with the requirements of Landlord's insurers; (g) office costs of administration, including phone charges and reasonable costs for necessary travel within Massachusetts (in each case to the extent related to the performance of services included in Operating Expenses); legal and accounting fees and other expenses of maintaining and auditing Property accounting records and preparing Landlord's Statements; and (h) fees for management services whether rendered by Landlord (or affiliate) or a third-party property manager in an amount not to exceed the rate of four percent ( 4 % ) of Rents charged to Building tenants. Operating Expenses shall not include: (1) utility expenses that are paid directly by any individual tenant in the Building; (2) any expense for which Landlord is reimbursed by a specific tenant by reason of a special agreement or requirement of the occupancy of the Building by such tenant ( other than as an inclusion in Operating Expenses); (3) expenses for services provided by Landlord for the exclusive benefit of a given tenant or tenants for which Landlord is directly reimbursed by such tenant or tenants; ( 4) all costs, fees and disbursements relating to activities for the solicitation, negotiation and execution of leases for space in the Building (including but not limited to advertising costs, leasing commissions and attorneys' fees therefor); (5) the costs of alterations to, or the decorating or the redecorating of, space in the Building leased to other tenants; (6) except as stated in subparagraph (h) of the definition of Operating Expenses, the costs associated with the operation of the business of the ownership or entity which constitutes "Landlord", including costs of selling, syndicating, financing or mortgaging any of Landlord's interest in the Property; (7) rentals payable under any ground or underlying lease, if any; (8) depreciation, interest and principal payments on mortgages and other debt costs, if any ( except as expressly set forth above; (9) repairs or other work required due to fire or other casualty to the extent of insurance proceeds actually received by Landlord; (JO) capital expenses for capital improvements that are not included in the definition of "Operating Expenses"; ( 11) payments to affiliates of Landlord ( excluding property management fees) but only to the extent that they exceed market charges and ( 12) costs incurred by Landlord due to the violation by Landlord of the terms and conditions of any lease of space in the Building, Landlord's gross negligence or willful misconduct, or Landlord's indemnification of any tenant of the Building pursuant to the provisions of such tenant's lease. "Tenant's Share": Tenant's Share shall be a fraction, the numerator of which shall be the rentable area of the Premises and the denominator of which shall be the rentable area of the Building. On the Commencement Date, the Tenant's Share is four and one hundred seventy-nine thousandths 11
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with respect to the Base Expense Year, any Expense Year or any Tax Year beyond a date specified herein shall not prejudice Landlord's right to render a Landlord's Statement with respect to that or any subsequent Expense Year or subsequent Tax Year. The obligations of Landlord and Tenant under the provisions of this Article with respect to any Additional Rent incurred during the Term shall survive the expiration or any sooner termination of the Term. If Landlord fails to give Tenant a statement of projected Operating Expenses prior to the commencement of any Expense Year, Tenant shall continue to pay Operating Expenses m accordance with the previous statement, until Xxxxxx receives a new statement from Landlord. 5.4.2 Tenant Inspection Rights. During the sixty (60)-day period after receipt of any Landlord's Statement (the "Review Period"), Tenant may inspect and audit Landlord's records relevant to the cost and expense items reflected in such Landlord's Statement (a "Tenant Audit") at a reasonable time mutually agreeable to Landlord and Tenant during Landlord's usual business hours at the office of Xxxxxxxx's property manager. Each Landlord's Statement shall be conclusive and binding upon Tenant unless within sixty (60) days after receipt of such Landlord's Statement Tenant shall notify Landlord that it disputes the correctness of Landlord's Statement, specifying the respects in which Xxxxxxxx's Statement is claimed to be incorrect. Tenant's right to conduct any Tenant Audit shall be conditioned upon the following: (a) no Event of Default shall be ongoing at the time that Tenant seeks to conduct the Tenant Audit; (b) all Tenant Audits shall be conducted by a certified public accountant licensed to practice in the Commonwealth of Massachusetts and in no event shall any Tenant Audit be performed by a firm retained on a "contingency fee" basis; (c) the Tenant Audit shall be concluded no later than thirty (30) days after the end of the Review Period; ( d) any Tenant Audit shall not umeasonably interfere with the conduct of Landlord's business; (e) Tenant and its accounting firm shall treat any information gained in the course of any Tenant Audit in a confidential manner and shall each execute Landlord's confidentiality agreement for Landlord's benefit prior to commencing any Tenant Audit; (f) Xxxxxx's accounting firm's audit report shall, at no charge to Landlord, be submitted in draft form for Landlord's review and comment before the final approved audit report is delivered to Landlord, and Landlord shall have the right to point out errors or make suggestions with respect to such audit report, and any appropriate comments or clarifications by Landlord which are accepted by Xxxxxx's auditor shall be incorporated into the final audit report, it being the intention of the parties that Landlord's right to review is intended to prevent errors and avoid the dispute resolution mechanism set forth below and not to unduly influence Tenant's auditor in the preparation of the final audit report; (g) Tenant shall only be able to conduct one (1) Tenant Audit during the Term; and (h) the Tenant Audit shall be conducted by Tenant at its sole cost and expense unless the results of such Tenant Audit show that Landlord's Statement overstated the amount of Operating Expenses owed by Tenant for the relevant billing period by more than five percent (5%) in which case Landlord shall be responsible for payment of such reasonable, out-ofΒ pocket costs and expenses related to the Tenant Audit. If Xxxxxx makes a timely exception within the Review Period, Tenant shall nonetheless pay the amount shown on the Landlord's Statement in the manner prescribed in this Lease, without any prejudice to such exception, and any overpayments identified during any Tenant Audit, if any, shall be applied as a credit against the amount of Additional Rent owed by Tenant immediately following the Tenant Audit. 5 .5 Adjustments. If the actual amount of Tenant's Share of the Expense Increases for any Expense Year or Tenant's Share of Tax Increases for any Tax Year exceeds the estimated amount thereof paid by Tenant for such Expense Year or Tax Year, then Tenant shall pay to Landlord the difference between the estimated amount paid by Tenant and the actual amount of such Additional Rent payable by Tenant. This Additional Rent payment shall be due and payable within thirty (30) days following 13
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(a) Janitor services in and about the Premises in accordance with the cleaning specifications set forth in Exhibit D, Saturdays, Sundays and union and state and federal government holidays (the "Holidays") excepted. Tenant shall not provide any janitor service without Landlord's written consent. If Landlord's consent is given, such janitor services shall be subject to Landlord's supervision and control, but shall be performed at Tenant's sole cost and responsibility. (b) Heat and air-conditioning as required to maintain comfortable temperature ( excluding specialized temperature and humidity control for computers, printers and other equipment) daily from 7:00 a.m. to 6:00 p.m. Monday through Friday, Saturdays from 9:00 a.m. to 1 :00 p.m. ("Normal Business Hours"), the remainder of Saturdays, Sundays and Holidays excepted, consistent with such service typical of first class comparable buildings in Newton, Massachusetts. ( c) Hot and cold running water for cleaning, landscaping, grounds maintenance, fire protection, drinking, lavatory and toilet purposes drawn through fixtures installed by Landlord or by Tenant with Landlord's written consent. If Tenant's water use increases beyond customary office user levels, Landlord shall have the right to install a water meter at Tenant's expense and to charge Tenant as Additional Rent for its water consumption in the Premises in accordance with readings from such meter. ( d) Maintenance of the Common Areas so that they are clean and free from accumulations of snow, debris, rubbish and garbage. (e) Access by Tenant to the Premises twenty-four (24) hours per day, seven (7) days per week, fifty-two (52) weeks per year, subject to the operation of Landlord's computerized access system at the Building's entrances and to Landlord's Rules and Regulations. Overtime HVAC and other services shall be available as provided in Section 6.2 hereof. (f) Pest removal services comparable to similar first class buildings in the Xxxxxx submarket. Landlord agrees to furnish or cause to be furnished to the Premises the utilities and services described herein, subject to the conditions and in accordance with the standards set forth herein. Landlord's failure to furnish any of such services when such failure is caused by accidents, the making of repairs, alterations or improvements, labor difficulties, difficulty in obtaining adequate supply of fuel, electricity, steam, water or other service or supplies from the sources from which they are usually obtained for the Building, or governmental constraints or any other cause beyond Landlord's reasonable control, shall not result in any liability to Landlord. In the event of any failure, stoppage, or interruption thereof, Landlord shall diligently attempt to resume service promptly. In the event such failure, stoppage or interruption is for an Essential Service (as hereinafter defined), was caused by Landlord, or causes within Landlord's reasonable control, and is not restored, provided that Tenant (i) notified Landlord of its inability to so operate, and (ii) is unable to, and does not actually, operate or utilize the Premises for the Permitted Use for five (5) consecutive days following notice from Tenant, Rent shall xxxxx thereafter until such time as the Essential Service is restored. For purposes of this Section 6.1, "Essential Services" shall mean the provision of (a) water and sanitary sewer required to be provided to the Premises by Landlord under this Lease, and/or (b) electricity required to be provided to the Premises by Landlord under this Lease. The foregoing Rent abatement shall be the sole and exclusive remedy of Tenant on account of such 15
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interruption or lack of service and Landlord shall have no further liabilities or obligations to Tenant on account thereof. 6.3 Additional Services. Landlord shall impose reasonable charges and may establish reasonable rules and regulations for the following: (a) the use of any heating, air-conditioning, ventilation, electric current or other utility services or equipment by Tenant after Normal Business Hours ("Overtime HV AC"); (b) the use or consumption of any other building services, supplies or utilities after Normal Business Hours and any unanticipated, additional costs incurred by Landlord to operate the Building after Normal Business Hours as a result thereof; (c) additional or unusual janitorial services required because of any non-building standard improvements in the Premises, the carelessness of Tenant, the nature of Tenant's business (including the operation of Tenant's business after Normal Business Hours); and (d) the removal of any refuse and rubbish from the Premises except for discarded material placed in wastepaper baskets and left for emptying as an incident to Landlord's normal cleaning of the Premises in accordance with Exhibit C. The expense charged by Landlord to Tenant for any Overtime HVAC shall be based on Landlord's actual cost for such utility services as charged to Landlord by the utility companies providing such services. This amount shall constitute Additional Rent and shall be payable in accordance with Section 4.4. 6.4 Excessive Current. 6.4.1 Prohibited Activities. Tenant shall comply with the conditions of occupancy and connected electrical load reasonably established by Landlord for the Building and Tenant shall not use utilities or other services in excess of the services described above in Section 6.1 or in a manner which materially exceeds or interferes with any Building systems or service equipment or Landlord's ability to provide services to other tenants in the Building. Tenant shall not, without Xxxxxxxx's prior consent in each instance, connect air conditioning equipment, computers ( excluding personal/office computers and printers and office copiers and facsimile machines), major appliances (excluding coffee makers, microwave ovens and other similar food preparation appliances) or heavy duty equipment ("High Usage Equipment") to the Building's electrical system. Tenant covenants that at no time shall the use of electrical energy in the Premises intentionally exceed the capacity of the existing feeders or wiring installations then serving the Premises. Tenant shall not, without prior consent of Landlord in each instance, make or perform, or permit the making or performing of, any alteration to wiring installations or other electrical facilities in or serving the Premises or any additions to the electrical fixtures, machines, equipment or other appliances in the Premises which utilize electrical energy. 6.4.2 Landlord's Right to Survey Usage. Landlord may survey Xxxxxx's use of services from time to time. Tenant shall pay Landlord all costs arising out of any excess use or other connection of High Usage Equipment, including the cost of all repairs and alterations to the Building's mechanical and electrical systems (including the installation of meters) and the cost of additional electricity made available to Tenant, if any. Such costs shall constitute Additional Rent and Tenant shall pay such costs pursuant to Section 4.4. 6.5 Maintenance of Common Areas. The manner in which the Common Areas are maintained and operated and the expenditures therefor shall be at the sole discretion of Landlord and in accordance with the standards of comparable buildings in Newton, Massachusetts. Landlord reserves the right from time to time to (a) make changes in the shape, size, location and appearance of the land and improvements which constitute the Common Areas, provided that Landlord shall not materially impair the Tenant's ability to operate its business, except temporary impairments required by said changes; (b) 16
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Landlord, Xxxxxxxx's reasonable cost of removal and of any repairs in connection therewith in accordance with Section 4.4 hereof. 8.5 Ownership and Removal. All additions, fixtures and improvements which are not Tenant's Property attached to or installed in or upon the Premises by Tenant or by Landlord shall, at Landlord's election, be Landlord's property and shall remain upon the Premises at the termination of this Lease without compensation or allowance or credit to Tenant. Landlord may require at the Expiration Date, or the sooner date of termination of this Lease, that Tenant, at Tenant's expense, remove any of Tenant's Property or Alterations which have been attached to or installed in the Premises, and if Tenant fails to do so, then Landlord may remove the same and, Tenant shall pay to Landlord the actual cost of such removal and of any repairs for any damage to the Premises or Building in connection therewith. 8.6 Surrender. Upon the expiration or sooner termination of the Term, Xxxxxx will quietly and peacefully surrender to Landlord the Premises in as good condition as when Xxxxxx took possession, ordinary wear and tear and damage by fire or other casualty excepted, to the extent not the responsibility of Tenant to restore, and otherwise as is required in Article 8. In addition, at such time Tenant shall remove all Hazardous Substances stored, or disposed of, or generated by Tenant in its use or operation of the Premises and all equipment and materials contaminated or affected by such Hazardous Substances in conformity with the Hazardous Substance laws. 8. 7 Tenant's Failure to Maintain. If Landlord gives Tenant written notice of the necessity of any repairs or replacements required to be made under Section 8.2 and Tenant fails to commence diligently to cure the same within twenty (20) days thereafter (except that no notice will be required in case of any emergency repair or replacement necessary to prevent substantial damage or deterioration), Landlord, at its option and in addition to any other remedies, may proceed to make such repairs or replacements and the expenses incurred by Landlord in connection therewith plus ten percent (10%) thereof for Landlord's supervision, shall be due and payable from Tenant in accordance with Section 4.4 hereof, as Additional Rent; provided, Landlord's making any such repairs or replacements shall not be deemed a waiver of Tenant's default in failing to make the same. ARTICLE 9. INSURANCE 9.1 Tenant's Insurance. Tenant, at its own expense, shall provide and keep in force with companies which are rated A/XV or better by A.M. Best Company insurance and licensed in the Commonwealth of Massachusetts: (a) combined single limit commercial general liability insurance insuring against liability for personal injury and property damage, including contractual liability, in the amount of $1,000,000 per occurrence/$2,000,000 annual aggregate limit, with $3,000,000 of excess liability coverage through umbrella insurance (which umbrella coverage shall be on a 'following-form' basis); (b) "Special Form" property insurance, including standard fire and extended coverage insurance, in amounts necessary to provide replacement cost coverage, for Tenant's Property, machinery, electronic data and any Alterations in which Tenant has an insurable property interest, including, without limitation, vandalism and malicious mischief and sprinkler leakage coverage, and "all risk" Builder's Risk insurance, completed value, non-reporting form at any time that Tenant has commenced construction of any leasehold improvements or any Alterations, and at any time any other construction activities are underway at the Premises; (c) plate glass insurance for the Premises (if applicable); (d) Workers' Compensation Insurance in statutory limits as required by applicable law; (e) Employer's Liability Coverage in the amount of $1,000,000 for Each Accident/Disease Policy Limit/Disease Each Employee; and (f) any other insurance reasonably required by Landlord. At Landlord's request, the amounts and kinds of insurance coverages described herein may be reasonably increased or expanded to reflect 21
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Tenant or any Tenant Parties, in violation of Section 7.6 or otherwise, (e) any construction or other work by Xxxxxx on or about the Premises pursuant to Article 8 or otherwise. The provisions of this Section 9.4 shall survive the expiration or earlier termination of this Lease. 9.5 Tenant's Use and Occupancy. Tenant's use and occupancy of the Premises and the Property and use by all Tenant Parties, and all Tenant's and said parties' furnishings, fixtures, equipment, improvements, materials, supplies, inventory, effects and property of every kind, nature and description which, during the continuance of this Lease or any occupancy of the Premises by Tenant or anyone claiming under Tenant, may be in, on or about the Premises, shall be at Tenant's and said parties' sole risk and hazard. To the extent permitted pursuant to Applicable Laws, Landlord shall not be liable to Tenant or any other party for injury to or death of any person or damage to or destruction of any property in, on or about the Premises, nor for any interruption in Tenant's use of the Premises or the conduct of its business therein, nor for any other losses, damages, costs, expenses or liabilities whatsoever, including without limitation where caused by fire, water, explosion, collapse, the leakage or bursting of water, steam, or other pipes, any environmental or other condition in, on, or about the Premises, or any other event, occurrence, condition or cause, except, in each case, to the extent caused by the gross negligence or willful misconduct of Landlord or its employees or agents (including, without limitation, Landlord's property manager). It is Tenant's responsibility to maintain insurance against any such loss or casualty. 9.6 Waiver of Subrogation Rights. 9.6. l Mutual Waiver. Notwithstanding anything contained in this Lease to the contrary, Landlord and Tenant hereby agree and hereby waive any and all rights of recovery against each other for loss or damage occurring to the Premises or the Property or any of Landlord's or Tenant's Property contained therein regardless of the cause of such loss or damage to the extent that the loss or damage is covered by the injured party's insurance or the insurance the injured party is required to carry under this Lease, whichever is greater (without regard to any deductible provision in any policy). This waiver does not apply to claims caused by a party's willful misconduct. This waiver also applies to each party's directors, officers, employees, shareholders, and agents. 9.6.2 Insurance Policy Coverage. Each party will assure that its insurance permits waiver of liability and contains a waiver of subrogation. Each party shall secure an appropriate clause in, or an endorsement to, each insurance policy obtained by or required to be obtained by Landlord or Tenant, as the case may be, under this Lease, pursuant to which the insurance company: (a) waives any right of subrogation against Landlord or Tenant as the same may be applicable, or (b) permits Landlord or Tenant, prior to any loss to agree to waive any claim it might have against the other without invalidating the coverage under the insurance policy. If, at any time, the insurance carrier of either party refuses to write (and no other insurance carrier licensed in Massachusetts will write) insurance policies which consent to or permit such release of liability, then such party shall notify the other party and upon the giving of such notice, this Section shall be void and of no effect. ARTICLE 10. CASUALTY 10.1 Damage or Destruction. 10.1.1 Landlord's Repair Obligation. Tenant shall give prompt notice to Landlord of any damage by fire or other casualty (a "Casualty") to the Premises or any portion thereof. 23
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nationally recognized overnight courier service to the following addresses or to such other address as either Landlord or Tenant may designate as its new address for such purpose by notice given to the other in accordance with the provisions of this Section 15. l : If to Tenant With copies to: If to Landlord: With copies to: Acumen Pharmaceuticals, Inc. 000 Xxxx Xxxxxx Xxxxxxxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxx Ropes & Gray LLP Prudential Tower, 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxxxxxx DIV Washington, LLC c/o The Xxxxx Companies 000 Xxxx Xxxxxx, Xxxxx 0 x 00 Xxxxxx, Xxxxxxxxxxxxx 00000 Attn: Xxxxxxx Xxxx DIV Washington, LLC c/o The Xxxxx Companies 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxxxxxxx 00000 Attn: General Counsel 15.1.2 Delivery. Notices shall be deemed to have been given (a) when hand delivered (provided that delivery shall be evidenced by a receipt executed by or on behalf of the addressee if delivered by personal service) if personal service is used, (b) on the date of transmission if sent before 4:00 p.m. (Boston time) on a business day when telecopy transmission is used, (c) the sooner of the date of receipt or the date that is three (3) days after the date of mailing thereof if sent by postage pre-paid registered or certified mail, return receipt requested, and (d) one (1) day after being sent by Federal or other reputable overnight courier service (with delivery evidenced by written receipt) if overnight courier service is used. ARTICLE 16. MISCELLANEOUS 16.1 Brokers. Landlord and Tenant warrant to each other that they have had no dealings with any broker, or finder in connection with this Lease except Xxx Xxxxxxx of Xxxxxxx and representatives of Landlord (the "Brokers"). Xxxxxxxx agrees to pay the commissions due to such brokerage companies pursuant to separate agreements. Both parties hereto agree to protect, indemnify and hold harmless the other from and against any and all expenses with respect to any compensation, commissions and charges claimed by any other broker, agent or finder not identified above with respect to this Lease or the negotiation thereof that is made by reason of any action or agreement by such party. 16.2 Building Name. The Building and the Property may be known by such name as Landlord, in its sole discretion, may elect, and Landlord shall have the right from time to time to change such designation or name without Tenant's consent upon prior written notice to Tenant. 35
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16.3 Force Majeure. In the event Landlord or Tenant shall be delayed or hindered in or prevented from the performance of any act (excluding monetary obligations) required under this Lease to be performed by Landlord or Tenant by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, governmental laws, regulations, or restrictions, riots, insurrection, war, epidemic, pandemic, or other public health emergency, acts of God, civil commotion, terrorist attacks, fire, flood or other casualty, the inability to obtain materials from customary sources, weather conditions, neglects or delays of Landlord or Tenant, as applicable, or other reason of a like nature not the fault of Landlord or Tenant (collectively, "Force Majeure"), then performance of such act shall be excused for the period of the delay, and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay; provided, however, the obligations imposed upon Tenant with respect to Rent and other monetary obligations to be paid hereunder shall never be excused due to Force Majeure. 16.4 Authority. If Tenant signs as a corporation, limited liability company, or a partnership, or other business entity each person executing this Lease on behalf of Tenant hereby covenants and warrants that Tenant is a duly authorized and existing entity, that Tenant is duly qualified to do business in Massachusetts, that Tenant has full right and authority to enter into this Lease, and that each person signing on behalf of Tenant is duly authorized to do so and that no other signatures are necessary. Upon Landlord's request, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord confirming the foregoing covenants and warranties. If Landlord signs as a corporation, limited liability company, or a partnership, or other business entity each person executing this Lease on behalf of Landlord hereby covenants and warrants that Landlord is a duly authorized and existing entity, that Landlord is duly qualified to do business in Massachusetts, that Landlord has full right and authority to enter into this Lease, and that each person signing on behalf of Landlord is duly authorized to do so and that no other signatures are necessary. 16.5 Interpretation. The words "Landlord" and "Tenant" as used herein shall include the plural as well as the singular. The words used in neuter gender include the masculine and feminine. If there is more than one Tenant, the obligations under this Lease imposed on Tenant shall be joint and several. The captions preceding the articles of this Lease have been inserted solely as a matter of convenience and such captions in no way define or limit the scope or intent of any provision of this Lease. 16.6 Modifications. Neither this Lease nor any term or provision hereof may be changed, waived, discharged or terminated orally, and no breach thereof shall be waived, altered or modified, except by a written instrument signed by the party against which the enforcement of the change, waiver, discharge or termination is sought. Any right to change, waive, discharge, alter or modify, or terminate this Lease shall be subject to the prior express written consent of Landlord's Mortgagee to the extent required by Xxxxxxxx's financing documents and any subordination agreement entered into between Tenant and such Mortgagee. 16. 7 Severability. If any provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall be valid and enforceable to the full extent permitted by law. 16.8 Entire Agreement. Landlord's employees, representatives and agents have no authority to make or agree to make a lease or any other agreement or undertaking in connection herewith. The submission of this document for examination and negotiation does not constitute an offer to lease, or a 36
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41 IN WITNESS WHEREOF, Landlord and Xxxxxx have executed this Lease the day and year first above written. LANDLORD: DIV WASHINGTON, LLC, a Massachusetts limited liability Company By: Washington Manager Corp., its Manager By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Authorized Signatory TENANT: ACUMEN PHARMACEUTICALS, INC. By: /s/ Xxxxxx XβXxxxxxx Name: Xxxxxx XβXxxxxxx Title: President & CEO