THIS FIRST
AMENDMENT TO LEASE (the
“ Amendment ”) is made as of the 21st day
of October, 2008 between 8 SYLVAN WAY, LLC, a New Jersey
limited liability company, having an office at 15 Maple Avenue,
Morristown, New Jersey 07960 ( “Landlord”
) and THE MEDICINES COMPANY, a Delaware corporation (
“Tenant” ) .
WHEREAS,
Landlord and Tenant have previously entered into a Lease Agreement
dated October 11, 2007 (hereinafter referred to as the
“Lease” ) covering an entire
building to be renovated by Landlord on certain real property
located in Parsippany, New Jersey (the “ Property
”)
WHEREAS,
in order to accommodate Tenant’s construction schedule and
changes made by Tenant to the Base Building Work and the Tenant
Finish Work, and notwithstanding the existing provisions of the
Lease, the parties wish to set a firm Commencement Date of
December 6, 2008, subject, however, to the terms and
conditions set forth herein.
NOW,
THEREFORE, in consideration of the foregoing, the parties agree
that the Lease is hereby amended, effective as of the date of this
Amendment, as follows:
1. Any
reference in the Lease to the Phase 2 Commencement Date, the Phase
2 Estimated Commencement Date, the Phase 3 Commencement Date or the
Phase 3 Estimated Commencement Date shall mean the Phase 2 & 3
Commencement Date and the Phase 2 & 3 Estimated Commencement
Date, it being the intention of the parties that the Phase 2
Premises and the Phase 3 Premises shall be completed at the same
time.
2. The Basic
Lease Provisions are hereby amended by deleting Clauses
(3) through (8) and substituting the following
therefore:
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Premises:
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173,146
rentable square feet for the Existing Building and the Additional
Building and 2,916 rentable square feet for the Storage Shed which
shall be leased by Tenant in stages as set forth below:
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From the
Commencement Date until the day immediately preceding the Phase 2
& 3 Premises Commencement Date:
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105,211
rentable square feet of space in the Existing Building (which is
all of the space in the Existing Building), 24,052 rentable square
feet on the 3 rd floor of the Additional Building (which is all
of the space on the third ( 3 rd ) floor of the Additional Building) and the
Storage Shed containing 2,916 rentable square feet (collectively
the “ Phase 1 Premises ”).
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“From the
Phase 2 & 3 Commencement Date until the Termination Date the
Premises shall consist of the following: (i) the Phase 1
Premises, (ii) all of the space
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located on the
first floor of the Additional Building, which is comprised of
21,915 square feet (the “Phase 2 Premises" )
, and (iii) all of the space located on the second
floor of the Additional Building, which is comprised of 21,968
square feet (the “Phase 3 Premises"
).”
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Term:
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Fifteen
(15) years.
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Rent
Date:
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November 22, 2008.
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Estimated
Commencement
Date for Phase 1
Premises:
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December 6, 2008.
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Phase 2 &
3
Estimated
Commencement
Date:
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November 22, 2009 (the “Phase 2
& 3 Estimated Commencement Date" ) with respect
to the Phase 2 and Phase 3 Premises.
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Termination
Date:
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The day
immediately preceding the fifteenth (15 th )
year anniversary of the Commencement Date, or such earlier date
upon which the Term may expire or be terminated.
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Phase 1
Premises
Commencement Date:
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The earlier of:
(i) the date Landlord has Substantially Completed
Tenant’s Finish Work with respect to the Phase 1 Premises, or
(ii) the date Landlord would have Substantially Completed
Tenant’s Finish Work with respect to the Phase 1 Premises,
but for a Tenant Delay.
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Phase 2 & 3
Premises
Commencement: Date:
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The earlier of:
(i) the date Landlord has Substantially Completed
Tenant’s Finish Work with respect to the Phase 2 Premises and
the Phase 3 Premises, or (ii) the date Landlord would have
Substantially Completed Tenant’s Finish Work with respect to
the Phase 2 Premises and the Phase 3 Premises, but for a Tenant
Delay. Notwithstanding anything to the contrary contained in this
Lease, in no event shall the Phase 2 & 3 Premises Commencement
Date occur prior to November 22, 2009.”
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3. Clause
(9) of the Basic Lease Provisions is hereby amended by
(i) deleting the second paragraph thereof, and
(ii) deleting the word “Phase 3 Commencement Date on the
first line of the third paragraph and substituting the phrase
“Phase 2 & 3 Commencement Date”
therefore.
4. Clause
(11) of the Basic Lease Provisions is hereby amended by
(i) deleting the third paragraph thereof, and
(ii) deleting the phrase “Phase 3 Premises Commencement
Date” on the first line of the fourth (4
th ) paragraph thereof and substituting the words
“Phase 2 & 3 Commencement Date”
therefore.
5. Section 2.2(b)
is hereby deleted in its entirety and the following is substituted
therefore:
“The
“Commencement Date” will be the earlier to occur of
(i) the date Tenant takes occupancy of the Phase 1 Premises
for the purposes of conducting its business, and (ii) five
(5) days after Landlord has Substantially Completed (as
hereinafter defined) the Tenant Finish Work for the Phase 1
Premises. Landlord shall use all reasonable and good faith efforts
to have the Tenant Finish Work with respect to the Phase 1 Premises
Substantially Completed on or before December 6, 2008. Subject
to a Tenant Delay arising from and after October 21, 2008 or
an Excusable Delay occurring after October 21, 2008, if Tenant
Finish Work with respect to the Phase 1 Premises is not
Substantially Completed on or before December 6, 2008,
Tenant’s obligation to pay Basic Rent shall immediately abate
and shall not commence until Substantial Completion of Tenant
Finish Work has occurred , subject to the abatement of
Basi
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