Exhibit 10.1
GREENWORKS MOLECULAR INSIGHT PHARMACEUTICALS LEASE
| 1. |
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DATE OF LEASE: April 8, 2008 |
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| 2. |
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LANDLORD: RayJoe Limited Partnership, a Massachusetts
limited partnership, which expression shall include its heirs,
executors, administrators, successors and assigns. |
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| 2A. |
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LANDLORD’S ADDRESS: c/o Gravestar, Inc., 160
Second Street, Cambridge, MA 02142. |
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| 3. |
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TENANT: Molecular Insight Pharmaceuticals, Inc., which
expression shall include its successors and assigns. |
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| 3A. |
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TENANT’S ADDRESS: Greenworks Building, 160 Second
Street, Cambridge, Massachusetts 02142, Attention: Heather Preis;
with a copy to: Foley & Lardner LLP, 111 Huntington Avenue,
Boston, Massachusetts 02199, Attention: Andrew R. Stern, Esq. |
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| 4. |
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DEMISED PREMISES: Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord, upon and subject to the terms
and provisions of this Lease, office and laboratory space
containing approximately 15,555 rentable square feet of floor area,
all as more fully shown by the hatching on EXHIBITS A-1 and A-2,
attached hereto (“Demised Premises”), located in the
Greenworks Building, 160 Second Street, Cambridge, Massachusetts
(“Property”), together with the right to use in common
with others entitled thereto, the hallways, stairways and elevator
(if any) necessary for access to the Demised Premises, and
lavatories nearest thereto, if there is no lavatory within the
Demised Premises. |
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| 4A. |
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ACCEPTANCE OF DEMISED PREMISES: Tenant agrees that no
representations or warranties respecting the condition of the
Demised Premises and no promises to alter, repair or improve the
Demised Premises have been made by Landlord, except as expressly
provided for in this Lease. Tenant occupies office and laboratory
space at the Greenworks Building under previous lease dated
June 19, 2003, as amended, scheduled to terminate on
June 30, 2008. |
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| 4B. |
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QUIET ENJOYMENT : Provided Tenant is not in default of
any of its duties or obligations under this Lease, beyond the
expiration of applicable grace, notice and cure periods, Tenant
shall peaceably and quietly have, hold and enjoy the Demised
Premises during the Lease Term, subject nevertheless to the terms
of this Lease. |
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| 5. |
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LEASE TERM: Three (3) Lease Years. |
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| 5A. |
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COMMENCEMENT DATE: July 1, 2008 |
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| 5B. |
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TERMINATION DATE: June 30, 2011 |
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| 5C. |
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OPTION TO RENEW: Provided Tenant is not in default of
any of its duties or obligations under this Lease, Tenant shall
have the option to renew the term of the Lease for a Two
(2) year period from July 1, 2011 until June 30,
2013, upon the terms and conditions contained in this Lease. To
validly exercise its option to extend, Tenant must give Landlord
written notice at least one hundred and eighty (180) days
prior to the Termination Date of the Lease, i.e. on or before
December 30, 2010. |
GREENWORKS MIP LEASE
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| 5D |
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RIGHT OF FIRST OFFER: Provided Tenant is not in default
of any of its duties or obligations under this Lease beyond the
expiration of applicable grace, notice and cure periods, Tenant
shall have the right of first offer on any rental or storage space
that becomes available for lease at the Property (“Additional
Space”), at fair market value. In the event Additional Space
shall become available, Landlord shall provide Tenant with written
notice thereof and the first opportunity to lease the same upon
terms mutually agreed upon after good faith negotiations within
thirty (30) days after receipt of Landlord’s written
notice. |
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| 6. |
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PERMITTED USE: Tenant shall use the Demised Premises
solely and exclusively for the purpose of general office and
laboratory uses in conformance with the provisions of this Lease
and in compliance with all applicable laws and regulations,
including environmental laws, regulations, ordinances, orders and
standards. The terms of this Lease are based on the existing
allocation of office and laboratory space within the Demised
Premises, with approximately 3,700 rsf designated for laboratory
use. Any material change in said allocation will require
Landlord’s prior written notice and approval, which shall not
be unreasonably withheld, delayed or conditioned. |
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| 7. |
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RENT: |
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Dates: |
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Yearly Rent: |
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Monthly Rent: |
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Rent psf. |
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7/1/08 to 6/30/10 |
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$ |
544,425.00 |
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$ |
45,368.75 |
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$ |
35.00 |
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7/1/10 to 6/30/11 |
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$ |
559,980.00 |
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$ |
46,665.00 |
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$ |
36.00 |
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* Option
Term
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7/1/11 to 6/30/12 |
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$ |
559,980.00 |
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$ |
46,665.00 |
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$ |
36.00 |
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* Option
Term
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7/1/12 to 6/30/13 |
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$ |
575,535.00 |
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$ |
47,961.25 |
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$ |
37.00 |
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Tenant agrees to pay rent to Landlord in monthly installments,
in advance, on the first day of each and every month during the
Lease Term. |
| 7A. |
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PARKING CHARGE: Tenant agrees to pay $1,350.00 per month
for the use of nine (9) assigned parking space(s) within the
Property. Landlord, at its sole discretion, reserves the right to
increase its parking charges on an annual basis, after
January 1, 2009, subject to an annual increase cap of 5%. Said
increase becomes effective upon 30-day advance written notice to
Tenant. |
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| 7B. |
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STORAGE CHARGE: Tenant agrees to pay $607.00 per month
for the leasing of locked storage wire cages in the basement,
containing approximately 607 square feet for storage purposes only,
all as more fully shown on EXHIBIT A-3, attached hereto. Landlord
shall not be liable for any damage or losses incurred by Tenant due
to theft, or any other cause except to the extent of the gross
negligence of Landlord, its agent or employees. Tenant agrees to
insure the personal property stored in said wire cage and assumes
full responsibility for its security. |
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| 8. |
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SECURITY DEPOSIT: A Security Deposit in the amount of
$5,248.75 is currently held by Landlord under the previous Lease,
as security for the punctual performance of each and every
obligation under the Lease. The Security Deposit will be refunded
to Tenant within sixty (60) days after the end of the Lease Term
without interest, subject to the Tenant’s satisfactory
compliance with the terms of the Lease. |
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| 9. |
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TAX CHARGE: Tenant shall pay to Landlord as additional
rent hereunder, 61.0 % (“Tenant’s Pro Rata Tax
Share”) of real estate taxes charged to the land and
buildings of which the Demised Premises are a part of, for each
Lease Year in excess of real estate taxes assessed for fiscal year
2008, beginning on July 1, 2007 and ending on June 30,
2008. If |
GREENWORKS MIP LEASE
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Tenant is obligated to pay a Tax Charge, Tenant shall make
estimated monthly payments based upon reasonable projections made
by Landlord, adjusted as needed. When the actual annual Tax
liability is known, Landlord will promptly issue a written
statement and refund any overpayment to Tenant or request Tenant to
pay any underpayment balance. Tenant will pay any underpayment
within 30 days after receipt of Landlord’s
statement. |
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Taxes shall not include corporation, franchise, income, profit
or capital levy taxes, or inheritance, succession, estate, gift,
transfer or any other tax, charge or imposition by whomever
assessed or levied by reason of or arising because of any devise,
descent or transfer of the Property or any interest therein by
Landlord or its successors in title, increases in taxes resulting
from an increase in the height or bulk of the Property, or
penalties and interest for late payment of real estate taxes,
municipal betterment assessments, and any taxes attributable to
improvements made by any other tenants unless such improvements
benefit all tenants of the Property. Under no circumstances shall
Tenant be liable for any taxes resulting from the subdivision of
the Land into two or more parcels, the declaration of a condominium
or cooperative, the addition of floors to the Property, or change
of use for the Property and/or land. (Landlord shall pay all taxes
to the appropriate taxing authority when the same are due and
payable and any betterments assessed shall be paid on an
installment basis for the maximum period of time permitted by law.
Landlord shall promptly pay Tenant its equitable share of any
refunds, abatements or credits of taxes received by Landlord less
Landlord’s reasonable expenses in obtaining the same for any
year with respect to which Tenant has paid its share of
taxes.) |
| 10. |
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OPERATING EXPENSES CHARGE: Tenant shall pay to Landlord
as additional rent hereunder, 61.0 % (“Tenant’s Pro
Rata Operating Expenses Share”) of all costs and expenses
incurred by Landlord for each calendar year, in connection with the
operation and maintenance of the land and buildings of which the
Demised Premises are a part of. Tenant shall make estimated monthly
payments based upon reasonable projections made by Landlord,
adjusted as needed. Within 90 days after the end of each calendar
year during the Lease Term, Landlord will issue a written statement
of actual annual operating expenses and refund any overpayment to
Tenant or request Tenant to pay any underpayment balance. Tenant
will pay any underpayment within 30 days after receipt of
Landlord’s statement. |
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Tenant shall have the right to inspect, copy and audit
Landlord’s books, records and accounts concerning operating
expenses during normal business hours, within ninety (90) days
after receipt of Landlord’s annual written statement of
actual operating expenses. |
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The following items are specifically excluded from the
definition of Operating Expenses: payments of principal and/or
interest related to indebtedness or other costs of financing the
Property, equipment, improvements, replacements or repairs; ground
rent; depreciation or amortization on the Property; costs of
enforcement of leases; advertising, promotional and Property
expenses relating to leasing or procuring tenants or negotiating
with prospective tenants; any costs representing an amount paid for
services or materials to a related person, firm or entity to the
extent such amount exceeds the amount that would be paid for such
services or materials at the then-existing market rates for the
same quality and/or timeliness to an unrelated person, firm or
corporation on a competitive bid basis; capital improvements except
to the extent required by Legal Requirements enacted after the date
of this Lease; rentals and other related expenses incurred in
leasing air conditioning systems, elevators or other equipment
ordinarily considered to be of a capital nature; any tenant work
performed, or alteration of space leased to, tenants or occupants
of the Property, whether such work or |
GREENWORKS MIP LEASE
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alterations is performed for the initial occupancy by such
tenant or occupant or any cash or other consideration paid by
Landlord on account of, with respect to, or in lieu of, said tenant
work or alterations; repairs or replacements necessitated by the
negligence or willful misconduct of (a) Landlord or its
employees, agent or contractor or (b) other tenants; the cost
of repairs incurred by reason of fire or other casualty or
condemnation to the extent that either (a) Landlord is
compensated therefor through proceeds of insurance or condemnation
awards, (b) Landlord is not fully compensated therefor due to
the negligent failure of Landlord to obtain insurance against such
fire or casualty or the decision of Landlord to self-insure; costs
incurred to clean up, contain, abate, remove, or otherwise remedy
hazardous materials; professional dues and lobbying expenses;
acquisition costs for works of art or sculpture located within or
outside the Property; interest; penalties; fines; commissions; or
wages, salaries or fees paid to executive personnel of Landlord not
involved in the direct management of the Property. |
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| 11. |
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LATE PAYMENTS: Any installment of Rent, additional rent
and any other required payment not paid by Tenant within ten
(10) days after the due date, shall bear a late charge until
paid, equal to the lesser of 1.5% of the amount due for each month
or the highest rate permitted by law. |
| 12. |
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TENANT’S WORK: Subject to Landlord’s prior
written consent, which shall not be unreasonably withheld, delayed
or conditioned, Tenant shall, at its own expense, complete any work
in and to the Demised Premises, of a non-structural nature, that
does not affect Property systems or roof, in a good and workmanlike
manner, with materials of the highest quality, without interference
to other work or businesses within the Property, and in compliance
with the terms of this Lease and all applicable laws, codes,
ordinances and regulations. Any work of a structural nature, or
that which may affect the Property systems or roof shall be subject
to Landlord’s prior written consent at its sole discretion.
Landlord reserves the right, upon twenty-four (24) hours
written notice to Tenant, to order Tenant to cease any and all
Tenant’s Work, if such work reasonably appears to cause labor
disharmony, does not comply with union work rules applicable at the
Property, if any, or materially interferes with the orderly
operation of the other tenants within the Property. Tenant’s
Work shall be performed only in accordance with applicable rules
and regulations contained in the Greenworks Policy Manual and
complete plans and specifications submitted to and approved in
advance by Landlord. |
| 12A. |
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ROOF WORK : Subject to Landlord’s prior written
consent, Tenant shall have the right to install HVAC equipment,
satellite and microwave dishes, and/ or antennas on the roof of the
Property, at no additional rental, during the term of the Lease
(“Roof Work”). Any such Roof Work shall be conducted in
a good and workmanlike manner, with materials of the highest
quality, without interference to other work or businesses within
the Property, and in compliance with the terms of this Lease and
all applicable laws, codes, ordinances and regulations. Landlord
reserves the right, upon twenty-four (24) hours written notice
to Tenant, to order Tenant to cease any and all Roof Work, if such
work reasonably appears to cause labor disharmony, does not comply
with union work rules applicable at the Property, if any, or
materially interferes with the orderly operation of the other
tenants within the Property. Tenant’s Roof Work shall be
performed only in accordance with applicable rules and regulations
contained in the Greenworks Policy Manual and complete plans and
specifications submitted to and approved in advance by
Landlord. |
| 12B. |
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SIGNAGE : Landlord will provide, at Tenant’s
expense, standard Tenant signage on the Property directory located
at the lobby entrance. Tenant, at its sole cost and expense,
shall |
GREENWORKS MIP LEASE
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