Exhibit 10.4(a)
FIRST AMENDMENT TO SUBLEASE
The first amendment to sublease (the "First Amendment") is
dated as of April 30, 2002, but made effective as of October 4,
2001 (the "Effective Date"), by and between ARE-79/96
Charlestown Navy Yard, LLC, a Delaware limited liability
company ("Landlord"), and Diacrin, Inc., a Delaware
corporation ("Tenant").
WITNESSETH
A. Landlord's predecessor in interest, Building 79 Associates
Limited Partnership and Building 96 Associates Limited
Partnership, and Tenant entered into that certain Sublease dated
June 24, 1991 (the "Sublease"). Pursuant to the Sublease,
Tenant leases from Landlord a certain parcel of land located in
Charlestown, Massachusetts, containing approximately 18,988
square feet and the two buildings containing approximately
24,940 rentable square feet located on such land (collectively,
the "Building"), which Buildings are known as Building 79 and
Building 96 (the "Sublet Premises"). All capitalized terms used
herein without definition shall have the meanings defined for
such terms in the Sublease.
B. Pursuant and subject to Section 2.1 of the Sublease, Tenant
has notified Landlord of Tenant's exercise of the First Option
Term and the resulting extension of the original term of the
Sublease for an additional 5 years (the "Extension").
C. Subject to all of the terms and conditions set forth herein,
Landlord and Tenant desire to amend the Sublease to, among
other things, memorialize the Extension and provide the Base
Annual Rent for the Extension Term.
Now, therefore, in consideration of the foregoing Recitals,
which are incorporated herein by this reference, the mutual
promises and conditions contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Landlord and Tenant hereby agree as
follows:
1. Term of the Sublease. Effective on Effective Date, the Term
of the Sublease is hereby extended to October 3, 2006. As used
herein, "Extension Term" means the period from and including
October 4, 2001 through and including October 3, 2006.
2. Base Rent. Commencing October 4, 2001, the Base Annual
Rent shall be $36.40 per rentable square foot within the
Bulding per annum (i.e. $907,816 per annum).
3. Miscellaneous
a. The First Amendment is the entire agreement between the
parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous oral and written agreements and
discussions. The First Amendment may be amended only by an
agreement in writing, signed by the parties hereto.
b. Landlord and Tenant each hereby agree to indemnify and
hold the other harmless from and against any claims by any
Broker claiming a commission or other form of compensation
by virtue of having dealt with Tenant or Landlord, as
applicable, with regard to this leasing transaction.
c. This First Amendment is binding upon and shall inure to the
benefit of the parties hereto, their respective successors and
assigns.
d. This First Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all
of which when taken together shall consitute one and the same
instrument.
e. Except as amended and/or modified by this First
Amendment, the Sublease is hereby ratified and confirmed and
all other terms of the Sublease shall remain in full force and
effect, unaltered and unchanged by this First Amendment and
the provisions of the Sublease, the provisions of this First
Amendment shall prevail. Whether or not specifically amended
by this First Amendment, all of the terms and provisions of the
Sublease are hereby amended to the extend necessary to give
effect to the purpose and intent of the First Amendment.
f. As reflected in this First Amendment, Subtenant has
extended the Original Sublease Term for an additional term of
five (5) years pursuant to Section 2.1 of the Sublease. Pursuant
to and on the terms and conditions set forth in Section 2.1 of
the Sublease, Subtenant has the right to further extend the term
of the Sublease by an additional five (5) years. Except as
described in the immediately preceding sentence, Subtenant
has no additional right to extend the term of the Sublease.
In witness whereof, the parties hereto have executed this First
Amendment as of the day and year first above written.
TENANT:
Diacrin, Inc.
A Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
LANDLORD:
ARE-79/96 Charlestown Navy Yard, LLC
A Delaware limited liability company
By: AREE-HOLDINGS, L.P.,
A Delaware limited partnership,
general partner
By: ARE-GP HOLDINGS QRS CORP.,
A Delaware corporation,
general partner
Name: /s/ Xxxx X. Xxxxxx
By: Xxxx X. Xxxxxx
Title: CEO
