Exhibit 10.9
FIRST AMENDMENT TO LEASE
This First Amendment to Lease (this "First Amendment") is entered into
as of the 16th day of March, 1998 by and between FC 45/75 XXXXXX, INC.
("Landlord"), a Massachusetts corporation, having its principal place of
business at 00 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000, as landlord, and
Millennium Pharmaceuticals, Inc. ("Tenant"), a Delaware corporation, having its
principal place of business at 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000,
as tenant.
RECITALS
A. Pursuant to that certain lease dated as of November 17, 1997 (the
"Original Lease"), Landlord leased to Tenant certain premises located in two (2)
buildings which are now under construction on the land located at 00 Xxxxxx
Xxxxxx and 00 Xxxxxx Xxxxxx in Cambridge, Massachusetts, more particularly
defined therein. All capitalized terms not otherwise defined in this First
Amendment shall have the meanings ascribed to them in the Original Lease.
B. Landlord and Tenant now desire to amend the Original Lease pursuant
to the terms of this First Amendment in order to modify the terms and conditions
of Tenant's parking privileges pursuant thereto.
NOW THEREFORE, in consideration of the mutual covenants herein set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as set forth below.
1. Exhibit A of the Original Lease is amended to delete the
text of the paragraph entitled "Parking Privileges" and substitute the following
text therefor:
(a) During the Term, Landlord shall provide in parking garages
(except as expressly otherwise provided hereinbelow) located in
University Park the aggregate of (i) two (2) parking spaces per 1,000
rsf of floor area of the Premises and (ii) an additional seventy (70)
parking spaces. Not more than three hundred fifty (350) of the parking
spaces to which Tenant is entitled under this Lease are required to be
located in the 000 Xxxxxxx Xxxxxx Garage. If Tenant is, at any time,
entitled to more than three hundred fifty (350) of such parking spaces,
but not more than four hundred sixty five (465) of such parking spaces,
then all or some of such additional parking spaces may be located in
another comparable parking garage or parking garages in University
Park. If Tenant shall be entitled to more than four hundred sixty five
(465) of such parking spaces, then notwithstanding anything to the
contrary hereinabove provided, up to forty-one (41) of such additional
spaces may be located on surface lots rather
than in parking garages, with the remainder of such parking spaces in a
comparable parking garage or parking garages. Tenant's parking
privileges in the 000 Xxxxxxx Xxxxxx Garage are subject, however, to
the terms and conditions of the Lease pertaining to alternative
temporary parking spaces.
(b) The Tenant shall pay the market rate from time to time in
effect for all of the parking spaces provided by Landlord. The market
rate for garage spaces for the first Lease Year is established to be
$140.00 per month per parking space. For any parking space located in a
surface parking area, the charge for each surface parking space shall
be the lesser of: (a) the market rate for comparable surface parking
spaces in the City of Cambridge, Massachusetts, or (b) whatever amount
Landlord charges for comparable surface parking spaces within
University Park.
(c) Tenant shall have 24-hour access, by security card or
other similar means, to the 000 Xxxxxxx Xxxxxx Garage and any other
parking facility in which it has the right to parking spaces. With
respect to the 000 Xxxxxxx Xxxxxx Garage, the Landlord shall not
provide to other tenants of the Building more than two (2) parking
spaces per 1,000 rsf of floor area unless such tenant occupies less
than 10,000 rsf of floor area in the Building.
2. ORIGINAL PREMISES. Exhibit A of the Original Lease is
amended to delete the text of the paragraph entitled "Original Premises" and
substitute the following text therefor:
Approximately 175,000 total rentable square feet ("rsf") of
space as depicted on Exhibit B-1, as such calculation may be
adjusted in accordance with Section 2.1 of this Lease, of
which approximately 137,958 rsf is contained in the 75 Xxxxxx
Building and 37,042 rsf is contained in the 45 Xxxxxx
Building, as such calculations may be adjusted in accordance
with Section 2.1 of this Lease.
3. TOTAL RENTABLE FLOOR AREA OF BUILDING. Exhibit A of the
Lease is amended to delete the text of the paragraph entitled "Total Rentable
Floor Area of Building" and substitute the following text therefor:
The number of square feet calculated in the manner set forth
in Section 2.1
4. AUTHORITY. Tenant and Landlord each warrant that the person or
persons executing this First Amendment on their respective behalfs has or have
the authority to do so and that such execution has fully obligated and bound
such party to all the terms and provisions of this First Amendment.
5. RATIFICATION. As modified by this First Amendment, the Original
Lease is in full force and effect and Landlord and Tenant ratify and confirm the
same.
6. INTERPRETATION AND PARTIAL INVALIDITY. If any term of this First
Amendment, or the application thereof to any person or circumstances, shall to
any extent be invalid or unenforceable, the remainder of this First Amendment,
or the application of such term to persons or circumstances other that those as
to which it is invalid or unenforceable, shall not be affected thereby, and each
term of this First Amendment shall be valid and enforceable to the fullest
extent permitted by law. The titles of the paragraphs are for convenience only
and are not to be considered in construing this First Amendment. This First
Amendment contains all of the agreements of the parties with respect to the
subject matter hereof, and supersedes all prior dealings between them with
respect to such subject matter.
IN WITNESS WHEREOF, this First Amendment has been executed and
delivered as of the date first above written as a sealed instrument.
LANDLORD:
FC 45/75 XXXXXX, INC.
By:/s/ Xxxxx Xxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
TENANT:
MILLENNIUM PHARMACEUTICALS, INC.
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President of Finance
SECOND AMENDMENT TO LEASE
This SECOND AMENDMENT TO LEASE (this "Amendment"), dated as of June __,
1998, entered into by and between FC 45/75 XXXXXX, INC. ("Landlord"), a
Massachusetts corporation, having its principal place of business at 00 Xxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000, and MILLENNIUM PHARMACEUTICALS, INC.
("Tenant"), a Delaware corporation, having its principal place of business at
000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000.
RECITALS
A. WHEREAS, pursuant to that certain lease between Landlord and Tenant,
dated as of November 17, 1997 (the "Original Lease") as amended by that certain
First Amendment to Lease dated as of March 16, 1998 (collectively with the
Original Lease, the "Lease"), Landlord leased to Tenant certain premises located
in two (2) buildings which are now under construction on the land located at 00
Xxxxxx Xxxxxx and 00 Xxxxxx Xxxxxx in Cambridge, Massachusetts, more
particularly defined therein. All capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Lease;
B. WHEREAS, Tenant now desires to lease a portion of the Expansion
Space as contemplated under Section 2.7 of the Original Lease; and
C. WHEREAS, Landlord and Tenant now mutually desire to establish the
Expansion Fair Rental Value of such Expansion Space.
NOW THEREFORE, in consideration of the mutual covenants herein set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as set forth below.
1. DESIRE TO EXPAND. Landlord and Tenant acknowledge that
Tenant desires to expand the Premises to include approximately twenty-two
thousand seven hundred thirty two (22,732) rentable square feet on the fourth
floor of the 45 Xxxxxx Building, as shown on Exhibit A attached hereto (the
"First Expansion Premises"), which comprises the balance of the fourth floor of
the 45 Xxxxxx Building not included in the Original Premises.
2. INCORPORATION OF FIRST EXPANSION PREMISES INTO PREMISES.
Landlord and Tenant agree that, upon execution of this Amendment, the Premises
shall be deemed to include the First Expansion Premises, and all provisions of
the Lease relating to the Commencement Date, the Scheduled Rent Commencement
Date and the Rent Commencement Date with respect to the 45 Xxxxxx Building shall
apply to the First Expansion Premises.
3. EXPANSION FAIR RENTAL VALUE. Landlord and Tenant agree to
establish the Expansion Fair Rental Value of the First Expansion Premises as
follows and agree that the Annual Fixed Rent under the Lease shall be increased
by the amounts respectively set forth below, multiplied by the rentable square
footage of the First Expansion Premises for the periods established below:
Lease Years One (1) through Five (5): $26.50 per rentable square foot;
Lease Years Six (6) through Fifteen (15): $28.50 per rentable square
foot.
4. TENANT ALLOWANCE. Landlord and Tenant agree that in
accordance with Section 2.7(a) of the Lease, the Tenant Allowance for the First
Expansion Premises shall be $25.00 per rentable square foot of the First
Expansion Premises. Notwithstanding the foregoing, Tenant acknowledges that a
portion of such Tenant Allowance, equal to $3.05 per rentable square foot of the
First Expansion Premises, has already been expended to upgrade the HVAC system
in the 45 Xxxxxx Building, and therefore only $21.95 per rentable square foot of
the First Expansion Premises remains available for disbursement as contemplated
under the Lease.
5. SECURITY DEPOSIT. Landlord and Tenant acknowledge that the
Annual Fixed Rent payable under the Lease is increased by the amounts set forth
in this Amendment, and that upon execution of this Amendment, Tenant shall
deposit with Landlord all additional amounts necessary to increase its Security
Deposit to the amount required under Section 11.1 of the Lease. Notwithstanding
anything to the contrary contained in the Lease, however, Tenant shall not be
obligated to provide any additional amounts toward the TI Security Deposit with
respect to the First Expansion Premises.
6. PARKING. Landlord and Tenant acknowledge that in accordance
with the Lease, Tenant is entitled to two (2) parking spaces per 1,000 rentable
square feet of floor area contained in the First Expansion Premises.
7. AUTHORITY. Tenant and Landlord each warrant that the person
or persons executing this Amendment on their respective behalfs has or have the
authority to do so and that such execution has fully obligated and bound such
party to all the terms and provisions of this Amendment.
8. RATIFICATION. As modified by this Amendment, the Lease is
in full force and effect and Landlord and Tenant ratify and confirm the same.
9. INTERPRETATION AND PARTIAL INVALIDITY. If any term of this
Amendment, or the application thereof to any person or circumstances, shall to
any extent be invalid or unenforceable, the remainder of this Amendment, or the
application of such term to persons or circumstances other that those as to
which it is invalid or unenforceable, shall not be affected thereby, and each
term of this Amendment shall be valid and enforceable to the fullest extent
permitted by law. The titles of the paragraphs are for convenience only and are
not to be considered in construing this Amendment. This Amendment contains all
of the agreements of the parties with respect to the subject matter hereof, and
supersedes all prior dealings between them with respect to such subject matter.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to
be duly executed, under seal, by persons duly authorized, in multiple copies,
each to be considered an
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original hereof, as of the date first set forth above.
LANDLORD:
FC 45/75 XXXXXX, INC.
By: /s/ Xxxxx Xxxxxxxxx
----------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice-President
TENANT:
MILLENNIUM PHARMACEUTICALS, INC.
By: Xxxxx X. Xxxx
----------------------------------
Name: Xxxxx X. Xxxx
Title: VP Finance
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Secretary's Certificate
I, Xxxx X. Xxxxxxx, III, duly elected Secretary of Millennium
Pharmaceuticals, Inc., hereby certify that
the Third Amendment to Lease dated April 20, 1999 entered into by and
between FC 45/75 Xxxxxx, Inc. ("Landlord"), a Massachusetts
corporation, having its principal place of business at 00 Xxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000, and Millennium Pharmaceuticals,
Inc. ("Tenant"), a Delaware corporation, having its principal place of
business at 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 and duly
executed by Xxxxx Xxxxxxxxx, Vice President of FC 45/75 Xxxxxx, Inc.
and Xxxxx Staff, Chief Financial Officer of Millennium Pharmaceuticals,
Inc.
was approved by the Board of Directors of Millennium Pharmaceuticals, Inc. on
June 23, 1999.
/s/ Xxxx X. Xxxxxxx III
--------------------------------
Xxxx X. Xxxxxxx, III
Secretary
Millennium Pharmaceuticals, Inc.
THIRD AMENDMENT TO LEASE
This THIRD AMENDMENT TO LEASE (this "Amendment"), dated as of April 20,
1999, entered into by and between FC 45/75 XXXXXX, INC. ("Landlord"), a
Massachusetts corporation, having its principal place of business at 00 Xxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000, and MILLENNIUM PHARMACEUTICALS, INC.
("Tenant"), a Delaware corporation, having its principal place of business at
000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000.
RECITALS
A. WHEREAS, pursuant to that certain lease between Landlord and Tenant,
dated as of November 17, 1997 (the "Original Lease") as amended by that certain
First Amendment to Lease dated as of March 16, 1998 and that certain Second
Amendment to Lease dated as of June 1, 1998 (collectively with the Original
Lease, the "Lease"), Landlord leased to Tenant certain premises located in two
(2) buildings on the land located at 00 Xxxxxx Xxxxxx and 00 Xxxxxx Xxxxxx in
Cambridge, Massachusetts, more particularly defined therein. All capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Lease; and
B. WHEREAS, Landlord and Tenant desire to modify and clarify certain of
the terms and conditions of the Lease pertaining to the consequences following
the occurrence of fire or other casualty damage to the 000 Xxxxxxx Xxxxxx
Garage.
NOW THEREFORE, in consideration of the mutual covenants herein-set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as set forth below.
1. RENAMING OF 000 XXXXXXX XXXXXX GARAGE. For all purposes of
the Lease, the term "101 Pacific Street Garage" shall be replaced with the term
"Garage," which in fact has the street address of 00 Xxxxxxx Xxxxxx, rather than
000 Xxxxxxx Xxxxxx.
2. SUBSTITUTION OF REPLACEMENT ARTICLE VIII. The text of
Article VIII of the Lease is deleted in its entirety and replacement text,
attached hereto as EXHIBIT A, is hereby substituted therefor.
3. AUTHORITY. Tenant and Landlord each warrant that the person
or persons executing this Amendment on their respective behalfs has or have the
authority to do so and that such execution has fully obligated and bound such
party to all the terms and provisions of this Amendment.
4. RATIFICATION. As modified by this Amendment, the Lease is
in full force and effect and Landlord and Tenant ratify and confirm the same.
5. INTERPRETATION AND PARTIAL INVALIDITY. If any term of this
Amendment, or the application thereof to any person or circumstances, shall to
any extent be invalid or unenforceable, the remainder of this Amendment, or the
application of such term to persons or circumstances other that those as to
which it is invalid or unenforceable, shall not be affected thereby, and each
term of this Amendment shall be valid and enforceable to the fullest extent
permitted by law. The titles of the paragraphs are for convenience only and are
not to be considered in construing this Amendment. This Amendment contains all
of the agreements of the parties with respect to the subject matter hereof, and
supersedes all prior dealings between them with respect to such subject matter.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to
be duty executed, under seal, by persons duty authorized, in multiple copies,
each to be considered an original hereof, as of the date first set forth above.
LANDLORD:
FC 45/75 XXXXXX, INC.
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
TENANT:
MILLENNIUM PHARAMACEUTICALS, INC..
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: CFO
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EXHIBIT A
ARTICLE VIII
CASUALTY AND EMINENT DOMAIN
Section 8.1 RESTORATION FOLLOWING CASUALTIES; TERMINATION FOR FAILING
TO MAINTAIN PARKING. If, during the Term, the Building, the Premises or the
Garage shall be damaged by fire or casualty, subject to termination rights of
the Landlord and the Tenant provided below in this Article VIII, the Landlord
shall proceed promptly to exercise diligent efforts to restore, or cause to be
restored, the Building, the Premises or the Garage, as the case may be, to
substantially the condition thereof just prior to time of such damage, but the
Landlord shall not be responsible for delay in such restoration which may result
from External Causes. The Landlord shall have no obligation to expend in the
reconstruction of the Building, the Premises or the Garage more than the sum of
the amount of any deductible and the actual amount of insurance proceeds made
available to the Landlord by its insurer. Any restoration of the Building, the
Premises or the Garage shall be altered to the extent necessary to comply with
then current and applicable laws and codes.
Section 8.2 LANDLORD'S TERMINATION ELECTION. If the Landlord reasonably
determines, based upon certification by its architect or other design
professional, that (a) the amount of insurance proceeds available to the
Landlord is insufficient (by more than the amount of any deductible) to cover
the cost of restoring the Building and the Garage, or (b) the Landlord will be
unable to restore the Building within twelve (12) months from the date of the
casualty, or the Garage within twenty four (24) months from the date of the
casualty, then the Landlord may terminate this Lease by giving notice to the
Tenant. Any such termination shall be effective on the date designated in such
notice from the Landlord, but in any event not later than sixty (60) days after
such notice, and if no date is specified, effective upon the delivery of such
notice. Failure by the Landlord to give the Tenant notice of termination within
ninety (90) days following the occurrence of the casualty shall constitute the
Landlord's agreement to restore the Building and the Garage as contemplated in
Section 8.1.
Section 8.3 TENANT'S TERMINATION ELECTION. If the Landlord has not
terminated this Lease under Section 8.2, but the Landlord has failed to restore
the Premises, within twelve (12) months from the date of the casualty, or failed
to restore the Garage sufficiently to enable the Tenant to exercise its parking
privileges therein within twenty four (24) months from the date of the casualty,
such periods to be subject, however, to extension where the delay in completion
of such work is due to External Causes, then the Tenant shall have the right to
terminate this Lease at any time after the expiration of the aforesaid 12-month
or 24-month period (as extended by delay due to External Causes), as the case
may be, until the restoration is substantially completed, such termination to
take effect as of the date of the Tenant's notice. However, if the Landlord
reasonably determines at any time, and from time to time, during the
restoration, based upon certification by its architect or other design
professional, that such restoration will not be able to be completed before the
deadline date after which the Tenant
may terminate this Lease under this Section 8.3, and the Landlord specifies
in a notice to the Tenant to such effect a later date that the Landlord
estimates will be the date upon which such restoration will be completed,
then if such later date is ninety (90) days or less after the deadline date,
the Tenant may terminate this Lease within ten (10) days of the Landlord's
notice as aforesaid, or if such later date is greater than ninety (90) days
after the deadline date, the Tenant may terminate this Lease within thirty
(30) days of the Landlord's notice as aforesaid, failing which the deadline
date shall be extended to the date set forth in the Landlord's notice (as
extended by delay due to External Causes). The Landlord shall exercise
reasonable efforts to keep the Tenant advised of the status of restoration
work from time to time, and promptly following any request for information
during the course of the performance of the restoration work.
If the Garage, or any portion thereof, shall be damaged by fire or
casualty so as to render one or more of the Tenant's parking spaces therein
impossible or impracticable to use in the Landlord's reasonable determination,
then the Landlord shall designate, if available to the Landlord and promptly
following the occurrence of any such fire or casualty, any temporary alternative
parking within University Park that may be used for the parking of the
automobiles of the employees and invitees of the Tenant. All such alternative
parking shall be allocated proportionately among all tenants, including the
Tenant, then currently leasing parking spaces within the Garage. The Tenant
shall pay the market rate from time to time in effect for such alternative
parking facilities. In the event the Landlord is unable to secure for the Tenant
such temporary alternative parking so that the aggregate number of parking
spaces shall equal the number to which Tenant is entitled under Exhibit A, then
the Tenant may be entitled to the credit against Annual Fixed Rent as provided
below in Section 8.6.
Section 8.4 CASUALTY AT EXPIRATION OF LEASE. If the Premises shall be
damaged by fire or casualty in such a manner that the Premises cannot, in the
ordinary course, reasonably be expected to be repaired within one hundred twenty
(120) days from the commencement of repair work and such damage occurs within
the last eighteen (18) months of the Term (as the same may have been extended
prior to such fire or casualty), either party shall have the right, by giving
notice to the other not later than sixty (60) days after such damage, to
terminate this Lease, whereupon this Lease shall terminate as of the date of
such notice. Notwithstanding the foregoing, the Landlord shall not have the
right to terminate this Lease under this Section 8.4 provided that the Tenant
shall have exercised its right to extend the Term of this Lease pursuant to
Section 2.6 hereof not later than forty-five (45) days after the date of damage
to the Premises.
Section 8.5 EMINENT DOMAIN. Except as hereinafter provided, if the
Premises, or such portion thereof as to render the balance (if reconstructed to
the maximum extent practicable in the circumstances) unsuitable for the Tenant's
purposes as contemplated under this Lease, shall be taken by condemnation or
right of eminent domain, the Landlord or the Tenant shall have the right to
terminate this Lease and any separate parking lease by notice to the other of
its desire to do so, provided that such notice is given not later than thirty
(30) days after receipt by the Tenant of notice of the effective date of such
taking. If so much of the
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Building shall be so taken that the Landlord reasonably determines chat would be
reasonably necessary to raze or substantially alter the Building, the Landlord
shall have the right to terminate this Lease by giving notice to the Tenant of
the Landlord's desire to do so not later than thirty (30) days after the
effective date of such taking.
Should any part of the Premises be so taken or condemned during the
Term, and should this Lease be not terminated in accordance with the foregoing
provisions, the Landlord agrees to use reasonable efforts to put what may remain
of the Premises into proper condition for use and occupation as nearly like the
condition of the Premises prior to such taking as shall be practicable, subject,
however, to applicable laws and codes then in existence.
If the Garage, or such portion thereof as to render the Tenant's
parking privileges therein impossible or impracticable in the Landlord's
reasonable determination, shall be taken by condemnation or right of eminent
domain, then the Landlord shall designate, if available to the Landlord and
promptly following any such taking, alternative parking within University Park
that may be used for the parking of the automobiles of the employees and
invitees of the Tenant. All such alternative parking shall be allocated
proportionately among all tenants, including the Tenant, then currently leasing
parking spaces within the Garage; provided, however, the number of the Tenant's
parking spaces guaranteed by the Landlord in Exhibit A shall not change. The
Tenant shall pay the market rate from time to tune in effect for such
alternative parking facilities. In the event the Landlord is unable to secure
for the Tenant such alternative parking within sixty (60) days after the later
of the effective date of such taking or the date the Landlord and the Tenant
have notice of the effective date of such taking, the Tenant shall have the
right, as its sole remedy, to terminate this Lease and any separate parking
lease by notice to the Landlord of its desire to do so, provided that the
Tenant's notice is given not later than ten (10) days following the expiration
of the aforesaid sixty (60) day period. Such termination shall be effective
thirty (30) days after such notice is given to the Landlord, or such later date
specified by the Tenant in such notice not exceeding one hundred twenty (120)
days after such notice is given.
Section 8.6 RENT AFTER CASUALTY OR TAKING. If the Premises shall be
damaged by fire or other casualty, then until the Lease is terminated or the
Premises is restored, the Annual Fixed Rent and Additional Rent shall be justly
and equitably abated and reduced according to the nature and extent of the loss
of use thereof suffered by the Tenant. If the Garage shall be damaged by fire or
other casualty, then until the Lease is terminated or the Tenant's ability to
use parking spaces therein as contemplated under this Lease is restored, any
parking charges payable under this Lease for spaces that are impossible or
impractical to use as aforesaid shall xxxxx for the period of such unusability
(provided the Tenant shall pay the parking charges referred to herein for any
temporary parking spaces located elsewhere in University Park). In the event of
a loss of parking spaces in the Garage, not offset by the Landlord's provision
of temporary alternative spaces, to the extent the Tenant's parking spaces are
not able to be so provided by the Landlord, there shall be a credit against
Annual Fixed Rent in the amount of any incremental additional costs incurred by
the Tenant in reasonably making alternative arrangements for parking. In the
event of a taking resulting in a loss of parking spaces that
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cannot reasonably be replaced by parking spaces secured by the Tenant as
aforesaid, which materially and adversely affects the ability of the Tenant to
continue to conduct business in all or any portion of the Premises, then Annual
Fixed Rent and Additional Rent shall be justly and equitably abated and reduced
according to the nature and extent of the loss of use thereof suffered by the
Tenant. In the event of a taking which permanently reduces the area of the
Premises, a just proportion of the Annual Fixed Rent shall be abated for the
remainder of the Term.
Section 8.7 TEMPORARY TAKING. In the event of any taking of the
Premises or any part thereof for a temporary use not in excess of twelve (12)
months, (i) this Lease shall be and remain unaffected thereby and Annual Fixed
Rent and Additional Rent shall not xxxxx, and (ii) the Tenant shall be entitled
to receive for itself such portion or portions of any award made for such use
with respect to the period of the taking which is within the Term.
Section 8.8 TAKING AWARD. Except as otherwise provided in Section 8.7,
the Landlord shall have and hereby reserves and accepts, and the Tenant hereby
grants and assigns to the Landlord, all rights to recover for damages to the
Building and the Land, and the leasehold interest hereby created, and to
compensation accrued or hereafter to accrue by reason of such taking, damage or
destruction, as aforesaid, and by way of confirming the foregoing, the Tenant
hereby grants and assigns to the Landlord, all rights to such damages or
compensation. Nothing contained herein shall be construed to prevent the Tenant
from prosecuting in any condemnation proceedings a claim for relocation expenses
and improvements made by the Tenant in the Premises that constitute the Tenant's
personal property, including the Removable Alterations.
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