SECOND SUBLEASE
THIS SECOND SUBLEASE is made effective as of January 1, 1998, by and
between MARATHON BIOPHARMACEUTICALS, LLC a Massachusetts limited liability
company ("Second Sublandlord"), and SERAGEN, INC., a Delaware corporation
("Second Subtenant").
RECITALS:
WHEREAS, by sublease dated October 12, 1995, and amendments dated
June 25, 1996, and February 21, 1997 (the "First Sublease"), by and between
SierraCom, a division of Sierra Networks, Inc. ("First Sublandlord") and
Second Subtenant, Second Subtenant subleased certain premises of a building
located at 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, containing
approximately 7,202 square feet of space (the "Premises");
WHEREAS, Second Subtenant has assigned all of its right, title and
interest as subtenant under the First Sublease to Second Sublandlord, all
pursuant to an Assignment of Lease and Agreement dated as of December 31,
1997, by and among Second Subtenant, Second Sublandlord, and First
Sublandlord; and
WHEREAS, Second Subtenant and Second Sublandlord each desires that
a certain portion of the Premises be sublet to Second Subtenant, which
portion contains approximately (I) 590 square feet of space ("the Sublet
Premises") and (ii) 2,478 square feet of shared common area ("Common
Area"), as more fully described in Exhibit A attached hereto and
incorporated by reference herein and all upon the terms and conditions
contained herein;
NOW THEREFORE, in consideration of the foregoing, and for other
good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the parties hereto, the parties hereto hereby agree
as follows:
1. Sublet Premises. Second Sublandlord does hereby sublease to Second
Subtenant the Sublet Premises for the term and upon the conditions
hereinafter provided.
2. Proportionate Share. The parties agree that the Second Subtenant's
"Proportionate Share" of the Premises is 25.4%.
3. Term. This Second Sublease shall commence on January 1, 1998 and
shall continue until January 31, 1999. Second Subtenant shall have
two successive options to extend the term of this Second Sublease
each for a period of one year for the Rent specified in Sections 4
and 5 of this Second Sublease (i.e., if, and only if, Second
Subtenant exercises the option to extend the term of this Second
Sublease for an additional year, it will have an option at
the end of such year to extend the term for a second year). If
Second Subtenant desires to extend this Second Sublease, it shall
provide written notice to Second Sublandlord not less than ninety
(90) prior to the termination of this Second Sublease or the first
extension thereof.
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4. Rent. Second Subtenant shall pay to Second Sublandlord, monthly in
advance on the first day of each month, Second Subtenant's Base Rent
for the Sublet Premises pursuant to the First Sublease, and 50% of
Second Sublandlord's Base Rent for the Common Area pursuant to the
First Sublease.
5. Additional Rent. Second Subtenant shall pay to Second Sublandlord its
Proportionate Share of any Additional Rent payable by Second
Sublandlord pursuant to Article IV of the Lease and Section 6.4 of the
First Sublease. Second Sublandlord shall notify Second Subtenant of
any such Additional Rent payable by Second Sublandlord under Article
IV of the Lease.
6. Assignment and Sub-subletting. Second Subtenant shall have no right to
assign its interest under this Second Sublease or to further sublet all
or any portion of the Sublet Premises, without first obtaining the
written consent of Second Sublandlord, which consent may be withheld in
Second Sublandlord's sole and absolute discretion.
7. Incorporation of Lease. Except as set forth in this Second Sublease,
this Second Sublease shall otherwise be on the same terms and
conditions as the First Sublease, which is hereby incorporated by
reference herein; provided, however, that (i) each reference in the
First Sublease to the "Sublessor" shall be deemed to be a reference to
Second Sublandlord hereunder, each reference in the First Sublease to
"Sublessee" shall be deemed to be a reference to Second Subtenant
hereunder, and each reference in the First Sublease to the "Demised
Premises," the "Subleased Premises," or the "Premises" shall be deemed
to be a reference to the Sublet Premises hereunder; (ii) in any
instance or case where the consent of First Sublandlord under the First
Sublease is required for the exercise or enjoyment of Subtenant's
rights under the First Sublease, such consent shall be deemed for
purposes of this Second Sublease to be required by both Second
Sublandlord under this Second Sublease and Sublandlord under the First
Sublease, and the giving of such consent by Second Sublandlord under
this Second Sublease shall be subject in all respects to the further
consent of Sublandlord under the First Sublease; and (iii) the
provisions of Article XXXII of the First Sublease shall not be
incorporated into this Second Sublease.
8. Consent of First Sublandlord. This Second Sublease is conditional on
the parties obtaining the prior written consent of First Sublandlord
and, if First Sublandlord deems it necessary, First Sublandlord's
mortgagee(s) of record. The parties covenant and agree that they will
seek such consent and cooperate with each other and with First
Sublandlord for the purpose of obtaining such consent(s). Second
Sublandlord shall provide Second Subtenant with copies of such
consent(s) upon receipt thereof. If such consents are not received by
April 17, 1998, then at the option of the Second Subtenant,
exercisable by written notice to Second Sublandlord, this Second
Sublease shall be deemed null and void and of no force and effect.
9. Entire Agreement. This Sublease represents the entire agreement
between the parties hereto with respect to the subject matter hereof,
and supersedes any and all prior agreements or drafts, written or
oral, with respect to the subject matter hereof.
10. Notices. Any notice given by either party hereunder shall be in
writing and shall be deemed given if delivered by hand, posted by
certified mail, return receipt requested, or delivered by a
nationally recognized overnight courier, addressed as follows:
If to Second Sublandlord: Marathon Biopharmaceuticals, LLC
00 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
With a copy to: Boston University
000 Xxxxxxxxxxxx Xxx
Xxxxxx, XX 00000
Attention: Treasurer
If to Second Subtenant: Seragen, Inc.
00 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
11. Governing Law. This Second Sublease shall be governed by and
constructed in accordance with the laws of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the parties hereto have hereunto caused this
Second Sublease to be executed as an instrument under seal by their duly
authorized officers, all as of the day and year first above written.
SECOND SUBLANDLORD:
MARATHON BIOPHARMACEUTICALS, LLC
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Xxxxxxx X. Xxxxxx, Manager
SECOND SUBTENANT:
SERAGEN, INC.
By: /s/ Reed R. Prior
-------------------------------
Reed R. Prior, Chairman and CEO
FIRST SUBLANDLORD:
SIERRACOM
By: /s/ Xxxxx Xxxxxxxx
-----------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
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