This First
Amendment to Lease (“ Amendment ”) is by and
between PDM Unit 850, LLC, a Delaware limited liability company
(“ Landlord ”), and Alkermes, Inc., a
Pennsylvania corporation ( “ Tenant ”) and is
executed as of this 18th day of June, 2009.
WHEREAS, Landlord
and Tenant are parties to a certain Lease (as amended by this
Amendment, the “ Lease ”) dated as of
April 22, 2009, with respect to certain premises (the “
Original Premises ”) located at 850 Winter Street,
Waltham, Massachusetts;
WHEREAS, Tenant
desires to expand the Premises to include a certain portion of the
third floor of the Building more particularly shown on
Exhibit A , attached;
NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as
follows:
1. Undefined
Terms . All capitalized terms used herein and not herein
defined shall have the meanings set forth in the Lease.
2. Expansion
Space . Landlord hereby agrees to lease to Tenant and Tenant
hereby agrees to lease from Landlord the portion of the third floor
of the Building shown on Exhibit A to this Amendment
containing 15,254 rentable square feet (the “ Expansion
Space ”). The Expansion Space shall be added to and
leased by Tenant as part of the Premises under the Lease on all of
the terms set forth therein, except as otherwise provided in this
Amendment, and except as otherwise expressly set forth herein all
references to the Premises in the Lease shall hereafter mean the
Original Premises plus the Expansion Space, which together consist
of 115,489 rentable square feet in the aggregate. The Expansion
Space is included within the Office Portion as defined in
Section 1.03 of the Lease. Tenant acknowledges that its right
to expand the Premises pursuant to Article 23 of the Lease has
expired with respect to the third floor of the Building.
3. Expansion
Space Base Rent . Effective as of the date hereof,
Section 2.01 of the Lease is hereby deleted in its entirety
and the following is inserted in its place:
“Section 2.01. Base Rent.
(a) The “ Rent Commencement Date ” shall
mean, respectively, (x) for the Office Portion (other than the
Expansion Space), the date that is six months after the
Commencement Date for the Office Portion, (y) for the Lab
Portion, the date that is five months after the Commencement Date
for the Lab Portion, and (z) for the Expansion Space, the date
that is eighteen (18) months after the Commencement Date for
the Office Portion . Beginning on the Rent Commencement Date
for the applicable Portion and/or Expansion Space, and on the first
day of each month thereafter, the Tenant shall pay the Landlord
base rent (“ Base Rent ”) in equal monthly
installments, in advance, pursuant to the following
schedule:
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Annual Base
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Annual Base Rent
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Monthly Base
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Rent for the
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Per Rentable
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Rent for the
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Period
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entire Premises*
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Square Foot
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entire Premises*
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From the Rent Commencement Date through the last
day of the 42nd calendar month after the initial Commencement
Date.
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$
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2,887,225.00
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$
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25.00
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$
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240,602.08
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From the first day of the 43rd calendar month
after the Commencement Date through the last day of the 78th
calendar month after the initial Commencement Date
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$
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3,118,203.00
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$
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27.00
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$
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259,850.25
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From the first day of the 79th calendar month
after the initial Commencement Date through the expiration of the
term of this Lease
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$
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3,383,827.70
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$
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29.30
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$
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281,985.64
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*
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In the event
that the Office Portion (other than the Expansion Space), Lab
Portion, and Expansion Space Rent Commencement Dates do not occur
on the same day, the Annual Base Rent and Monthly Base Rent shall
be apportioned among such areas based on rentable square
feet.
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If any Rent
Commencement Date is other than the first day of the month, then,
with respect to the partial month following such Rent Commencement
Date, Tenant shall pay to Landlord on the applicable Rent
Commencement Date a pro-rated share of the Base Rent that would
have otherwise been payable for such month (based on the number of
days remaining in such month) had such Rent Commencement Date
occurred on the first day of such month.”
4.
Additional Rent . Commencing on the date that is nine months
following the Commencement Date for the Office Portion,
Tenant’s Pro Rata Share shall increase to 45.55% with respect
to the Office Portion and 64.15% with respect to the entire
Premises. Any
2
electricity for
the Expansion Space shall be payable pursuant to Section 3.01
of the Lease commencing on the Commencement Date for the Office
Portion.
5. Condition
of Premises and Finish Work Allowance .
(a) Landlord
shall deliver the Expansion Space to Tenant in its “as
is” condition, and Landlord shall have no obligation to
undertake any Finish Work or provide any Finish Work Allowance with
respect to the Expansion Space, except as otherwise expressly
provided in this Section 5.
(b) Landlord
shall provide Tenant with an allowance for the costs (the “
ES Allowance Costs ”) of the work (the “
Expansion Space Work ”) necessary to prepare the
Expansion Space for Tenant’s initial occupancy (including the
costs of constructing such Expansion Space Work (the “
Hard Costs ”) and architectural and engineering fees
incurred in the design of such Expansion Space Work),
Tenant’s outside legal fees incurred in connection with the
Lease and the First Amendment to Lease, Tenant’s third party
expenses to move into the Premises and to the purchase and
installation of data and telecommunications cabling, signage,
equipment, trade fixtures and/or furniture in the Premises) in an
amount not to exceed $823,716.00 (i.e., $54.00 per rentable square
foot of the Expansion Space (the “ ES Work Allowance
”). At least $686,430.00 of the ES Work Allowance (i.e.,
$45.00 per rentable square foot of the Expansion Space (the “
ES Minimum Expenditure Threshold ”) must be spent on
Hard Costs for the Expansion Space Work. All costs for the
Expansion Space Work in excess of the ES Work Allowance shall be
paid for entirely by Tenant, and Landlord shall not provide any
reimbursement or allowance therefore, provided, however, that any
portion of the ES Work Allowance in excess of the ES Minimum
Expenditure Threshold and not applied towards the Expansion Space
Work may be applied towards the Lab Portion at Tenant’s
election.
Landlord shall
disburse funds to Tenant for
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