Exhibit 10.4
FIRST AMENDMENT TO
LEASE
THIS FIRST AMENDMENT TO LEASE (this
“ Amendment ”) is entered into as of this
12 th day of January, 2009, by and between
BMR-200 SIDNEY STREET LLC, a Delaware limited liability company
(“ Landlord ,” as successor-in-interest to David
E. Clem and David M. Roby, Trustees of Fort Washington Realty Trust
u/d/t dated June 19, 1995, recorded with the Middlesex (South)
District Registry of Deeds in Book 25422, Page 360 and filed
with the Middlesex (South) Registry District of the Land Court as
Document No. 976230 (“ Original Landlord
”)), and VERTEX PHARMACEUTICALS INCORPORATED (“
Tenant ”).
RECITALS
A.
WHEREAS, Original Landlord and
Tenant entered into that certain undated Lease (and as the same may
have been amended, supplemented or modified from time to time, the
“ Lease ”), whereby Tenant leases certain
premises from Landlord at 200 Sidney 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 and four (4) months, until
December 31, 2015. The period from September 1,
2010, 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
Extension Period shall be determined in accordance with
Section 3(d) below. After the
applicable
