FIRST AMENDMENT TO LEASE
EXHIBIT 10.6
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this
28th day of February, 2007, by and between BMR-21 ERIE STREET LLC, a Delaware limited
liability company (“Landlord”), and VERTEX PHARMACEUTICALS INCORPORATED (“Tenant”).
RECITALS
A. WHEREAS, Landlord and Tenant entered into that certain Lease dated as of November 14, 2006
(the “Lease”), whereby Tenant leases certain premises (the “Premises”) from
Landlord at 00 Xxxx Xxxxxx in Cambridge, Massachusetts (the “Building”);
B. WHEREAS, Landlord and Tenant desire to correct the square footage of the Premises; and
C. WHEREAS, Landlord and Tenant desire to modify and amend the Lease only in the respects and
on the conditions hereinafter stated.
AGREEMENT
NOW, THEREFORE, Landlord and Tenant, in consideration of the mutual promises contained herein
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, agree as follows:
1. Definitions. For purposes of this Amendment, capitalized terms shall have the
meanings ascribed to them in the Lease unless otherwise defined herein.
2. Reference Data. In Section 1.1 of the Lease:
a. “BUILDING: The Building known as and numbered 00 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx,
containing approximately 48,238 r.s.f.” is hereby replaced with “BUILDING: The Building known as
and numbered 00 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, containing approximately 48,627 r.s.f.”
b. “INITIAL ESTIMATED ANNUAL ADDITIONAL RENT: $203,364.24, based on $9.58/r.s.f.” is hereby
replaced with “INITIAL ESTIMATED ANNUAL ADDITIONAL RENT: $197,424.64, based on $9.58/r.s.f.”
c. “PREMISES: Approximately 21,228 r.s.f. of space in the Building as shown on Exhibit
A” is hereby replaced with “PREMISES: Approximately 20,608 r.s.f. of space in the Building as
shown on Exhibit A.”
d. “TENANT ALLOWANCE: $530,700 ($25/r.s.f.)” is hereby replaced with “TENANT ALLOWANCE:
$515,200 ($25/r.s.f.).”
e. “TENANT’S PROPORTIONATE FRACTION: 44.01%” is hereby replaced with “TENANT’S PROPORTIONATE
FRACTION: 42.38%.”
Form dated
12/22/06
3. Brokers. Each party warrants and represents to the other party that it has had no
dealings with any broker or agent in connection with this Amendment other than Xxxxxxxx Xxxxx Xxxxx
& Partners and CBRE/Xxxxx Xxxxxx Xxxxx Advisors (“Brokers”) and covenants to defend with
counsel reasonably approved by such other party, hold harmless and indemnify such other party from
and against any and all cost, expense or liability arising from any breach of the foregoing
warranty and representation.
4. Effect of Amendment. Except as modified by this Amendment, the Lease and all the
covenants, agreements, terms, provisions and conditions thereof shall remain in full force and
effect and are hereby ratified and affirmed. The covenants, agreements, terms, provisions and
conditions contained in this Amendment shall bind and inure to the benefit of the parties hereto
and their respective successors and, except as otherwise provided in the Lease, their respective
assigns. In the event of any conflict between the terms contained in this Amendment and the Lease,
the terms herein contained shall supersede and control the obligations and liabilities of the
parties. From and after the date hereof, the term “Lease” as used in the Lease shall mean the
Lease, as modified by this Amendment.
5. Miscellaneous. This Amendment becomes effective only upon execution and delivery
hereof by Landlord and Tenant. The captions of the paragraphs and subparagraphs in this Amendment
are inserted and included solely for convenience and shall not be considered or given any effect in
construing the provisions hereof. All exhibits hereto are incorporated herein by reference.
6. Counterparts. This Amendment may be executed in one or more counterparts that,
when taken together, shall constitute one original.
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IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands as of the date and year
first above written, and acknowledge that they possess the requisite authority to enter into this
transaction and to execute this Amendment.
LANDLORD:
| BMR-21 ERIE STREET LLC |
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| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Executive V.P. | |||
TENANT:
| VERTEX PHARMACEUTICALS INCORPORATED |
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| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Sr. Vice President & General Counsel | |||
