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EXHIBIT 10.13
From the Office of
THE ATHENAEUM GROUP
000 XXXXX XXXXXX
XXXXXXXXX, XX 00000
STANDARD FORM COMMERCIAL LEASE
1. PARTIES OLD XXXXXXX PROPERTY LLC
LESSOR, which expression shall include its heirs, successors,
and assigns where the context so admits, does hereby lease to
DYAX CORPORATION
LESSEE, which expression shall include its successors,
executors, administrators, and assigns where the context so
admits, and the LESSEE hereby leases the following described
premises:
2. PREMISES
APPROXIMATELY SIX THOUSAND THREE HUNDRED THIRTY-TWO (6,332
RSF) RENTABLE SQUARE FEET MORE OR LESS LOCATED AT XXXXX 000,
XXXXXXXX 000 AT XXX XXXXXXX XXXXXX, XXXXXXXXX, XX AS SHOWN ON
THE ATTACHED EXHIBIT A ("LEASED PREMISES")
together with the right to use in common with others entitled
thereto, the hallways, stairways, and elevators, necessary for
access to said leased premises, and lavatories nearest
thereto.
3. TERM The term of this lease shall commence commencing on February
10, 1998 and end on December 31, 1999
4. RENT The LESSEE shall pay to the LESSOR rent at the rate of
$120,308.00 dollars per year, payable in advance in monthly
installments of $10,025.67, subject to proration in case of
any partial calendar month. All rent shall be payable without
offset or deduction.
5. SECURITY [Intentionally omitted]
DEPOSIT
6. RENT [Intentionally omitted]
ADJUSTMENT
A. TAX [Intentionally omitted]
ESCALATION
B. OPERATING [Intentionally omitted]
COST
ESCALATION
C. CONSUMER [Intentionally omitted]
PRICE
ESCALATION
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7. UTILITIES The LESSEE shall pay, as they become due, all bills for
electricity and other utilities (whether they are used for
furnishing heat or other purposes) that are furnished to the
leased premises and presently separately metered, and all
bills for fuel furnished to a separate tank servicing the
leased premises exclusively. The LESSOR agrees to provide all
other utility service and to furnish reasonably hot and cold
water and reasonable heat and air conditioning* (except to the
extent that the same are furnished through separately metered
utilities or separate fuel tanks as set forth above) to the
leased premises, the hallways, stairways, elevators, and
lavatories during normal business hours on regular business
days of the heating and air conditioning* seasons of each
year, to furnish elevator service and to light passageways and
stairways during business hours, and to furnish such cleaning
service as is customary in similar buildings in said city or
town, all subject to interruption 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.
LESSOR shall have no obligation to provide utilities or
equipment other than the utilities and equipment within the
premises as of the commencement date of this lease. In the
event LESSEE requires additional utilities or equipment, the
installation and maintenance thereof shall be the LESSEE's
sole obligation, provided that such installation shall be
subject to the written consent of the LESSOR.
8. USE OF The LESSEE shall use the leased premises only for the purposes
LEASED of general office.
PREMISES
9. COMPLIANCE The LESSEE acknowledges that no trade or occupation shall be
WITH LAWS conducted in the leased premises or use made thereof which
will be unlawful, improper, noisy or offensive, or contrary to
any law or any municipal by-law or ordinance in force in the
city or town in which the premises are situated. Without
limiting the generality of the foregoing (a) the LESSEE shall
not bring or permit to be brought or kept in or on the leased
premises or elsewhere on the LESSOR's property any hazardous,
toxic inflammable, combustible or explosive fluid, material,
chemical or substance, including without limitation any item
defined as hazardous pursuant to chapter 21E of the
Massachusetts General Laws; and (b) the LESSEE shall be
responsible for compliance with requirements imposed by the
Americans with Disabilities Act relative to the layout of the
leased premises and any work performed by LESSEE therein.
10. FIRE The LESSEE shall not permit any use of the leased premises
INSURANCE which will make voidable any insurance on the property of
which the leased premises are apart, or on the contents of
said property or which shall be contrary to any law or
regulation from time to time established by the New England
Fire Insurance Rating Association, or any similar body
succeeding to its powers. The LESSEE shall on demand reimburse
the LESSOR, and all other tenants, all extra insurance
premiums caused by the LESSEE's use of the premises.
11. MAINTENANCE
A. LESSEE'S OBLIGATIONS. The LESSEE agrees to maintain the leased
premises in good condition, damage by fire and other casualty only
excepted, and whenever necessary, to replace plate glass and other
glass therein, acknowledging that the leased premises are now in
good order and the glass whole. The LESSEE shall not permit the
leased premises to be overloaded, damaged, stripped, or defaced, nor
suffer any waste. LESSEE shall obtain written consent of LESSOR
before erecting any sign on the premises.
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X. XXXXXX'X OBLIGATIONS. The LESSOR agrees to maintain the structure of
the building of which the leased premises are a part in the same
condition as it is at the commencement of the term or as it may be
put in during the term of this lease, reasonable wear and tear,
damage by fire and other casualty only excepted, unless such
maintenance is required because of the LESSEE or those for whose
conduct the LESSEE is legally responsible.
12. ALTERATIONS- THE LESSEE shall not make structural alterations or
ADDITIONS additions to the leased premises, but may make
non-structural alterations provided the LESSOR consents
thereto in writing, which consent shall not be
unreasonably withheld or delayed. All such allowed
alterations shall be at LESSEE'S expense and shall be in
quality at least equal to the present construction.
LESSEE shall not permit any mechanics' liens, or similar
liens, to remain upon the leased premises for labor and
material furnished to LESSEE or claimed to have been
furnished to LESSEE in connection with work of any
character performed or claimed to have been performed at
the direction of LESSEE and shall cause any such lien to
be released of record forthwith without cost to LESSOR.
Any alterations or improvements made by the LESSEE shall
become the property of the LESSOR at the terminator of
occupancy as provided herein.
13. ASSIGNMENT The LESSEE shall not assign or sublet the whole or any
SUBLEASING part of the leased premises without LESSOR'S prior
written consent. Notwithstanding such consent, LESSEE
shall remain liable to LESSOR for the payment of all
rent and for the full performance of the covenants and
conditions of this lease.
14. SUBORDIN- This lease shall be subject and subordinate to any and
ATION all mortgages, deeds of trust and other instruments in
the nature of a mortgage, now or at any time hereafter,
a lien or liens on the property of which the leased
premises are a part and the LESSEE shall, when
requested, promptly execute and deliver such written
instruments as shall be necessary to show the
subordination of this lease to said mortgages, deeds of
trust or other such instruments in the nature of a
mortgage.
15. LESSOR'S The LESSOR or agents of the LESSOR may, at reasonable
ACCESS times, enter to view the leased premises and may remove
placards and signs not approved and affixed as herein
provided, and make repairs and alterations as LESSOR
should elect to do and may show the leased premises to
others, and at any time within three (3) months before
the expiration of the term, may affix to any suitable
part of the leased premises a notice for letting or
selling the leased premises or property of which the
leased premises are a part and keep the same so affixed
without hindrance or molestation.
16. INDEMNIFI- The LESSEE shall save the LESSOR harmless from all loss
CATION AND and damage occasioned by anything occurring on the leased
LIABILITY premises unless caused by the negligence or misconduct
of the LESSOR, and from all loss and damage wherever
occurring occasioned by any omission, fault, neglect or
other misconduct of the LESSEE. The removal of snow and
ice from the sidewalks bordering upon the leased
premises shall be the LESSOR'S responsibility.
17. LESSEE'S The LESSEE shall maintain with respect to the leased
LIABILITY premises and the property of which the leased premises
INSURANCE are a part comprehensive public liability insurance in
the amount of $1,000,000. with property damage insurance
in limits of $1,000,000. in responsible companies
qualified to do business in Massachusetts and in good
standing therein insuring the LESSOR as well as LESSEE
against injury to persons or damage to property as
provided. The LESSEE shall deposit with the LESSOR
certificates for such insurance at or prior to the
commencement of the term, and thereafter within thirty
(30) days prior to the expiration of any such policies.
All such insurance
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certificates shall provide that such policies shall not
be cancelled without at least ten (10) days prior
written notice to each assured named therein.
18. FIRE, Should a substantial portion of the leased premises, or of
CASUALTY- the property of which they are part, be substantially
EMINENT damaged by the fire or other casualty, or be taken by
DOMAIN eminent domain, the LESSOR may elect to terminate this
lease. When such fire, casualty, or taking renders the
leased premises substantially unsuitable for their
intended use, a just and proportionate abatement of rent
shall be made, and the LESSEE may elect to terminate this
lease if:
(a) The LESSOR fails to give written notice within thirty
(30) days of intention to restore leased premises, or
(b) The LESSOR fails to restore the leased premises to a
condition substantially suitable for their intended
use within ninety (90) days of said fire, casualty or
taking.
The LESSOR reserves, and the LESSEE grants to the LESSOR,
all rights which the LESSEE may have for damages or injury
to the leased premises for any taking by eminent domain,
except for damage to the LESSEE's fixtures, property, or
equipment.
19. DEFAULT In the event that:
AND BANK-
RUPTCY
(a) The LESSEE shall default in the payment of any
installment of rent or other sum herein specified and
such default shall continue for ten (10) days after
written notice thereof; or
(b) The LESSEE shall default in the observance or
performance of any other of the LESSEE's covenants,
agreements, or obligations hereunder and such default
shall not be corrected within thirty (30) days after
written notice thereof; or
(c) The LESSEE shall be declared bankrupt or insolvent
according to law, or, if any assignment shall be made
of LESSEE's property for the benefit of creditors,
then the LESSOR shall have the right thereafter, while
such default continues, to re-enter and take complete
possession of the leased premises, to declare the term of
this lease ended, and remove the LESSEE's effects, without
prejudice to any remedies which might be otherwise used
for arrears of rent or other default. The LESSEE shall
indemnify the LESSOR against all loss of rent and other
payments which the LESSOR may incur by reason of such
termination during the residue of the term. If the LESSEE
shall default, after reasonable notice thereof, in the
observance or performance of any conditions or covenants
on LESSEE's part to be observed or performed under or by
virtue of any of the provisions in any article of this
lease, the LESSOR, without being under any obligations to
do so and without thereby waiving such default, may remedy
such default for the account and at the expense of the
LESSEE. If the LESSOR makes any expenditures or incurs any
obligations for the payment of money in connection
therewith, including but not limited to, reasonable
attorney's fees in instituting, prosecuting or defending
any action or proceeding, such sums paid or obligations
insured, with interest at the rate of 12% per cent per
annum and costs, shall be paid to the LESSOR by the LESSEE
as additional rent.
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20. NOTICE Any notice from the LESSOR to the LESSEE relating to the
leased premises or to the occupancy thereof, shall be
deemed duly served, if left at the leased premises
addressed to the LESSEE, or if mailed to the leased
premises, registered or certified mail, return receipt
requested, postage prepaid, addressed to the LESSEE. Any
notice from the LESSEE to the LESSOR relating to the
leased premises or to the occupancy thereof, shall be
deemed duly service, if mailed to the LESSOR by registered
or certified mail, return receipt requested, postage
prepaid, addressed to the LESSOR at such address as the
LESSOR may from time to time advise in writing. All rent
notices shall be paid and sent to the LESSOR at OLD
XXXXXXX PROPERTY LLC, X.X. XXX 000000, XXXXXX, XX
00000-0000
21. SURRENDER The LESSEE shall at the expiration or other termination of
this lease remove all LESSEE's goods and effects from the
leased premises, (including, without hereby limiting the
generality of the foregoing, all signs and lettering
affixed or painted by the LESSEE, either inside or outside
the leased premises). LESSEE shall deliver to the LESSOR
the leased premises and all keys, locks thereto, and other
fixtures connected therewith and all alterations and
additions made to or upon the leased premises, in good
condition, damage by fire or other casualty only excepted.
In the event of the LESSEE's failure to remove any of
LESSEE's property from the premises, LESSOR is hereby
authorized, without liability to LESSEE for loss or damage
thereto, and at the sole risk of LESSEE, to remove and
store any of the property at LESSEE's expense, or to
retain same under LESSOR's control or to sell at public or
private sale, without notice any or all of the property
not so removed and to apply the net proceeds of such sale
to the payment of any sum due hereunder, or to destroy
such property.
22. BROKERAGE [Intentionally omitted]
23. CONDITION Except as may be otherwise expressly set forth herein, the
OF PREMISES LESSEE shall accept the leased premises "as is" in their
condition as of the commencement of the term of this
lease, and the LESSOR shall be obligated to perform no
work whatsoever in order to prepare the leased premises
for occupancy by the LESSEE.
24. FORCE In the event that the LESSOR is prevented or delayed from
MAJEURE making any repairs or performing any other covenant
hereunder by reason of any cause reasonably beyond the
control of LESSOR, the LESSOR shall not be liable to the
LESSEE therefor nor, except as expressly otherwise
provided in case of casualty or taking, shall the LESSEE
be entitled to any abatement or reduction of rent by
reason thereof, nor shall the same give rise to a claim by
the LESSEE that such failure constitutes actual or
constructive eviction from the leased premises or any part
thereof.
25. LATE If rent or any other sum payable hereunder remains
CHARGE outstanding for a period of ten (10) days, the LESSEE
shall pay to the LESSOR a late charge equal to five
percent (5%) of the amount due for each month or portion
thereof during which the arrearage continues.
26. LIABILITY No owner of the property of which the leased premises are
OF OWNER a part shall be liable hereunder except for breaches of
the LESSOR's obligations occurring during the period of
such ownership. The obligations of the LESSOR shall be
binding upon the LESSOR'S interest in said property, but
not upon other assets of the LESSOR, and no individual
partner, agent, trustee, stockholder, officer, director,
employee or beneficiary of the LESSOR shall be personally
liable for performance of the LESSOR'S obligations
hereunder.
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27. OTHER It is also understood and agreed that
PROVISIONS (a) Any notice to LESSOR other than a rental payment shall
be sent to Old Xxxxxxx Property LLC, c/o The Athenaeum
Group, 000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000.
(b) The space shall be delivered in its "as is" condition,
cleaned by LESSOR prior to delivery.
(c) LESSEE shall have the right to park ten (10) cars at
the One Xxxxxxx Square Garage at Fair Market Value, as
reasonably determined by LESSOR.
(d) Prior to Lease execution, LESSEE shall deliver current
financial statements and information to LESSOR for
LESSOR's review and reasonable approval.
(e) LESSEE shall be responsible for its pro-rata share of
real estate taxes and common area maintenance (CAM)
charges, as billed by LESSOR on a monthly basis.
IN WITNESS WHEREOF, the said parties hereunto set their hands and seals
this 20th day of February, 1998.
DYAX CORPORATION ("LESSEE") OLD XXXXXXX PROPERTY LLC ("LESSOR")
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx
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LESSEE LESSOR
/s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Famolau
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WITNESS WITNESS
