Exhibit 10.5
EIGHTH AMENDMENT TO
LEASE
THIS EIGHTH AMENDMENT TO LEASE (this
“ Amendment ”) is entered into as of this
12 th day of January, 2009, by and between
BMR-40 ERIE STREET LLC, a Delaware limited liability company
(“ Landlord ,” as successor-in-interest to Fort
Washington Limited Partnership (“ Original Landlord
”)), and VERTEX PHARMACEUTICALS INCORPORATED (“
Tenant ”).
RECITALS
A.
WHEREAS, Original Landlord and
Tenant entered into that certain Lease dated as of March 3,
1995, as amended by that certain First Amendment to Lease dated as
of December , 1995, that certain
Second Amendment to Lease dated as of June 13, 1997, that
certain Third Amendment to Lease dated as of October 1, 1998
(the “ Third Amendment ”), that certain Fourth
Amendment to Lease dated as of February 2, 2000, that certain
Fifth Amendment to Lease dated as of May 1, 1999 (the “
Fifth Amendment ”), that certain Sixth Amendment to
Lease dated as of April 6, 2005, and that certain Seventh
Amendment to Lease dated as of October 15, 2007
(collectively, and as the same may have been further amended,
supplemented or modified from time to time, the “
Lease ”), whereby Tenant leases certain premises from
Landlord at 40 Erie Street in Cambridge, Massachusetts (the “
Building ”);
B.
WHEREAS, Landlord and Tenant desire
to extend the term of the Lease; 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.
Extension of Term
. The Term is hereby extended
for five (5) years, until December 31, 2015. The
period from January 1, 2011, through December 31, 2015,
is referred to herein as the “ Extension Term
.”
3.
Extension Options
.
a.
Tenant shall have two
(2) options to further extend the Term (the “ Options
to Extend ”) for successive periods of five
(5) years each (the “ Extension Periods ”),
subject to and on the terms set forth herein. The Options to
Extend are in lieu of, and not in addition to, any extension
options in the Lease. Tenant may only exercise the Options to
Extend with respect to the entire Premises. If Tenant shall
desire to exercise any Option to Extend, it shall give Landlord a
notice (the “ Inquiry Notice ”) of such desire
not later than fifteen (15) months prior to the expiration of the
then-current Term. Thereafter, the Fair Market Rent (as
defined in Section 3(c) below) for the
applicable
