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LEASE AGREEMENT

Lease Agreement

LEASE AGREEMENT | Document Parties: ARE-MA REGION NO 35, LLC | ARE-QRS CORP | MOLECULAR INSIGHT PHARMACEUTICALS, INC You are currently viewing:
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ARE-MA REGION NO 35, LLC | ARE-QRS CORP | MOLECULAR INSIGHT PHARMACEUTICALS, INC

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Title: LEASE AGREEMENT
Date: 5/8/2008
Industry: Biotechnology and Drugs     Sector: Healthcare

LEASE AGREEMENT, Parties: are-ma region no 35  llc , are-qrs corp , molecular insight pharmaceuticals  inc
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Exhibit 10.2
Short Form Office Lease   101 Rogers Street, Cambridge, MA
Molecular Insight Pharmaceuticals, Inc. – Page 1
LEASE AGREEMENT
     THIS LEASE AGREEMENT (the “ Lease ”) is dated as of April 25, 2008, between ARE-MA REGION NO. 35, LLC , a Delaware limited liability company (“Landlord”) , and MOLECULAR INSIGHT PHARMACEUTICALS, INC. , a Massachusetts corporation (“ Tenant ”).
     
Address:
  101 Rogers Street, Cambridge, Massachusetts 02142
 
   
Premises:
  That portion of the building commonly known and numbered as 101 Rogers Street, Cambridge , Massachusetts (the
 
  Building ”), which portion contains 19,750 rentable square feet (11,950 rentable square feet on the fourth floor of the Building and 7,800 rentable square feet on the second floor of the Building), as determined by Landlord, as shown on Exhibit A .
 
   
Project :
  The real property on which the Building is located, together with all improvements thereon and appurtenances thereto as described on Exhibit B .
 
   
Base Rent:
   $55,308.33, per month until April 1, 2009 (it being agreed, however, that Base Rent for the second full calendar month of the Term shall be $33,858.33); $56,959.17 from April 1, 2009 until March 31, 2010
 
   
Rentable Area of Project :
   58,242 sq. ft.
 
   
Tenant’s Share:
   33.91%
 
   
Base Year:
  The 2008 Tax Year ending June 30, 2008.
 
   
Security Deposit:
   $57,604.17
 
   
Commencement Date:
  The earlier of the date Tenant first occupies the Premises for business purposes or April 16, 2008.
 
   
Term:
  Beginning on the Commencement Date and ending March 31, 2010.
 
   
Permitted Use:
  Office and other related uses consistent with the character of the Project and otherwise in compliance with
 
  the provisions of Section 6 hereof.
         
Address for Rent Payment:   Landlord’s Notice Address:   Tenant’s Notice Address:
P.O. Box 79840
Baltimore, MD 21279-0840
  385 East Colorado Boulevard
Suite 299
Pasadena, CA 91101
Attention: Corporate Secretary
Facsimile : (626) 578-0770
  160 Second Street
Cambridge, MA 02142
Attention: Heather Preis, Senior
Manager of Facilities
Facsimile : (617) 492-5664
     1.  Lease of Premises. Upon and subject to all of the terms and conditions hereof, Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord. The portions of the Project that are for the non-exclusive use of tenants of the Project are collectively referred to herein as the “ Common Areas. ” Landlord reserves the right to modify Common Areas.
     2.  Delivery; Acceptance of Premises; Commencement Date; Extension and Termination Rights .
     (a)  Delivery; Acceptance of Premises; Commencement Date . On or before April 16, 2008 (the “ Target Commencement Date ”) Landlord shall deliver the Premises to Tenant for the conduct

 


 
Short Form Office Lease   101 Rogers Street, Cambridge, MA
Molecular Insight Pharmaceuticals, Inc. — Page 2
of Tenant’s business broom clean, unoccupied, free of debris and personal property of others, with the carpeting in the portion of the Premises located on the fourth floor of the Building steam-cleaned (“ Delivery ” or “ Deliver ”). If Landlord fails to so Deliver the Premises on or before the Target Commencement Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease may be terminated by Tenant by facsimile notice to Landlord within 2 business days of the Target Commencement Date, and if so terminated by Tenant: (a) the Security Deposit, or any balance thereof ( i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D ; provided , however , Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder.
     Effective as of the date of Delivery of the Premises: (i) Tenant shall accept the Premises in their condition as of such date, subject to all applicable Legal Requirements (as defined in Section 6 hereof); (ii) Landlord shall have no obligation for any defects in the Premises (but nothing contained in this clause (ii) shall relieve Landlord from its obligations to make repairs pursuant to Section 11 ); and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time of Delivery.
     Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein.
     (b)  Tenant’s Work . Landlord shall use reasonable efforts to make the Premises available to Tenant for Tenant’s Work under the Work Letter attached hereto as Exhibit E (the “ Work Letter ”) within 5 days of full execution of this Lease and Tenant’s delivery of evidence of the insurance required hereby and by the Work Letter. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease.
     (c)  Early Access . Prior to the Commencement Date, Tenant shall have access to the Premises solely for the purposes of preparing the Premises for its occupancy, including installing furniture and telephone and data cabling; provided, however, that in exercising such right of early access Tenant shall be subject to all of the terms and conditions of this Lease, except for the obligation to pay Base Rent as long as Tenant does not operate its business in the Premises. Notwithstanding anything to the contrary, in the event that Tenant operates is business in the Premises, the Commencement Date shall be deemed to have occurred and, in addition to performance of all the other obligations of Tenant under this Lease, Tenant shall be obligated to pay Base Rent from and after such date.
     (d)  Right to Extend Term. Tenant shall have the right to extend the Term of the Lease upon the following terms and conditions:
          (i) Extension Rights . Tenant shall have 2 consecutive rights (each an “ Extension Right ”) to extend the term of this Lease for 6 months (each an “ Extension Term ”) on the same terms and conditions as this Lease (other than Base Rent) by giving Landlord written notice of its election to exercise the Extension Right at least 60 days prior, and no earlier than 120 days prior, to the expiration of the original Term of the Lease. Upon the commencement of any Extension Term, Base Rent shall be payable at a rate per annum equal to the sum of (A) $1.00 per rentable square foot of the Premises plus (B) the annual Base Rent rate payable as of the date immediately preceding the commencement of the Extension Term. Notwithstanding the foregoing, Landlord may inform Tenant, within 30 days of receipt of an exercise of an Extension Right that the Building is scheduled to undergo demolition, substantial

 


 
Short Form Office Lease   101 Rogers Street, Cambridge, MA
Molecular Insight Pharmaceuticals, Inc. — Page 3
renovation or use change in which case such exercise of the Extension Right shall be null and void and the Term shall expire without addition thereto of any portion of the Extension Term referred to therein.
          (ii) Rights Personal. The Extension Right is personal to Tenant and not assignable without Landlord’s consent, which may be granted or withheld in Landlord’s sole discretion separate and apart from any consent by Landlord to an assignment of Tenant’s interest in the Lease, if any .
          (iii) Exceptions . Notwithstanding anything set forth above to the contrary, the Extension Right shall not be in effect and Tenant may not exercise the Extension Right:
               (1) during any period of time that Tenant is in Default under any provision of this Lease; or
               (2) if Tenant has been in Default under any provision of this Lease 3 or more times, whether or not the Defaults are cured, during the 6 month period immediately prior to the date that Tenant intends to exercise the Extension Right, whether or not the Defaults are cured.
          (iv) No Extensions . The period of time within which the Extension Right may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise the Extension Rights.
          (v) Termination . The Extension Right shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Right, if, after such exercise, but prior to the commencement date of the Extension Term, Tenant fails to timely cure any default by Tenant under this Lease, whether or not such default is cured.
     3.  Base Rent .
     (a) The first month’s Base Rent and the Security Deposit shall be due and payable on, and Tenant shall deliver the certificate(s) of insurance as required under Section 14 simultaneously with, delivery of an executed copy of this Lease to Landlord. Tenant shall pay to Landlord in advance, monthly installments of Base Rent on or before the first day of each calendar month during the Term hereof, in lawful money of the United States of America, at the office of Landlord for payment of Rent set forth above. Payments of Base Rent for any fractional calendar month shall be prorated. If the Commencement Date is other than the first day of a calendar month, the difference between the first full calendar month’s Base Rent paid upon delivery of an executed copy of this Lease by Tenant to Landlord as required above, and the prorated Base Rent for the fractional month in which the Commencement Date occurs, shall be applied by Landlord to such first full calendar month after the Commencement Date. Tenant shall have no right at any time to abate, reduce, or set-off any Rent due hereunder.
     (b) In addition to Base Rent, Tenant agrees to pay as additional rent (“ Additional Rent ”) (i) to the applicable outside utility provider, all costs and charges for electricity for the Premises, which electricity shall be separately metered, (ii) to Landlord, Tenant’s Share of “ Excess Taxes ” (as defined in Section 4 ), and (iii) to Landlord, any and all other amounts Tenant assumes or agrees to pay under the provisions of this Lease, including, without limitation, any and all other sums that may become due by reason of any default of Tenant or failure to comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after any applicable notice and cure period. Tenant’s obligations to pay Base Rent and Additional Rent hereunder are collectively referred to herein as “ Rent ”.
     4.  Taxes Payment .
     (a) Landlord shall deliver to Tenant a written estimate of Taxes for each calendar year during the Term commencing on or after January 1, 2009 (the “ Annual Estimate ”), which may be revised by Landlord from time to time during such calendar year. During each month of the Term ending on or after the first anniversary of the Commencement Date, on the same date that Base Rent is due, Tenant shall

 


 
Short Form Office Lease   101 Rogers Street, Cambridge, MA
Molecular Insight Pharmaceuticals, Inc. — Page 4
pay Landlord an amount equal to 1/12th of Tenant’s Share of the Annual Estimate. Payments for any fractional calendar month shall be prorated. The term “ Excess Taxes ” means Taxes for the applicable year in excess of Taxes for the Base Year.
     (b) Subject to Tenant’s payment obligations described above, Landlord shall pay all taxes, levies, assessments and governmental charges of any kind (collectively referred to as “ Taxes ”) imposed by any federal, state, regional, municipal, local or other governmental authority or agency, including, without limitation, quasi-public agencies (collectively, “ Governmental Authority ”) during the Term, including, without limitation, all Taxes: (i) imposed on or measured by or based, in whole or in part, on rent payable to Landlord under this Lease and/or from the rental by Landlord of the Project or any portion thereof, or (ii) based on the square footage, assessed value or other measure or evaluation of any kind of the Premises or the Project, or (iii) assessed or imposed by or on the operation or maintenance of any portion of the Premises or the Project, including parking, or (iv) assessed or imposed by, or at the direction of, or resulting from statutes or regulations, or interpretations thereof, promulgated by, any Governmental Authority, or (v) imposed as a license or other fee on Landlord’s business of leasing space in the Project. Landlord may contest by appropriate legal proceedings the amount, validity, or application of any Taxes or liens securing Taxes. Taxes shall not include any net income taxes imposed on Landlord unless such net income taxes are in substitution for any Taxes payable hereunder. If any such Tax is levied or assessed directly against Tenant, then Tenant shall be responsible for and shall pay the same at such times and in such manner as the taxing authority shall require. Tenant shall pay, prior to delinquency, any and all Taxes levied or assessed against any personal property or trade fixtures placed by Tenant in the Premises, whether levied or assessed against Landlord or Tenant. If any Taxes on Tenant’s personal property or trade fixtures are levied against Landlord or Landlord’s property, or if the assessed valuation of the Project is increased by a value attributable to improvements in or alterations to the Premises, whether owned by Landlord or Tenant and whether or not affixed to the real property so as to become a part thereof, higher than the base valuation on which Landlord from time-to-time allocates Taxes to all tenants in the Project, Landlord shall have the right, but not the obligation, to pay such Taxes. Landlord’s determination of any excess assessed valuation shall be binding and conclusive, absent manifest error. The amount of any such payment by Landlord shall constitute Additional Rent due from Tenant to Landlord immediately upon demand.
     5.  Security Deposit . The Security Deposit shall be held by Landlord without obligation for interest thereon as security for the performance of Tenant’s obligations under this Lease. The Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Upon each occurrence of a Default (as defined in Section 16 ), Landlord may use all or part of the Security Deposit to pay delinquent payments due under this Lease, and the cost of any damage, injury, expense or liability caused by such Default, without prejudice to any other remedy provided herein or provided by law. Upon any such use of all or any portion of the Security Deposit, Tenant shall pay Landlord on demand the amount that will restore the Security Deposit to its original amount. Upon bankruptcy or other debtor-creditor proceedings against Tenant, the Security Deposit shall be deemed to be applied first to the payment of Rent and other charges due Landlord for periods prior to the filing of such proceedings. Landlord’s obligation respecting the Security Deposit is that of a debtor, not a trustee; no interest shall accrue thereon. The Security Deposit shall be the property of Landlord, but shall be paid to Tenant when Tenant’s obligations under this Lease have been completely fulfilled. Landlord shall be released from any obligation with respect to the Security Deposit upon transfer of this Lease and the Premises to a person or entity assuming Landlord’s obligations under this Section 5 . Tenant hereby waives the provisions of any law, now or hereafter in force, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of Tenant or any officer, employee, agent or invitee of Tenant. The Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within 90 days after the expiration or earlier termination of this Lease.

 


 
Short Form Office Lease   101 Rogers Street, Cambridge, MA
Molecular Insight Pharmaceuticals, Inc. — Page 5
     6.  Use . The Premises shall be used solely for the Permitted Use set forth in the Basic Lease Provisions, in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the Premises, and the use and occupancy thereof (collectively, “ Legal Requirements ”). Tenant will use the Premises in a careful, safe and proper manner and will not commit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose.
     7.  Holding Over . If Tenant remains in possession of the Premises after the expiration or earlier termination of the Term, as the same may be extended pursuant to Section 2(d) , without the express written consent of Landlord, (A) Tenant shall become a tenant at sufferance upon the terms of this Lease except that the monthly rental shall be equal to 200% of the Rent in effect during the last 30 days of the Term, and (B) Tenant shall be responsible for all damages suffered by Landlord resulting from or occasioned by Tenant’s holding over, including consequential damages. Acceptance by Landlord of Rent after the expiration of the Term or earlier termination of this Lease shall not result in a renewal or reinstatement of this Lease.
     8.  Parking . This Lease does not contain or create any parking rights or privileges on the Project or any other property.
     9.  Utilities, Services . Landlord shall provide, subject to the terms of this Section 9 , utilities to the Premises (“ Utilities ”). Tenant shall pay, (a) prior to delinquency, directly to the outside utility provider, for electricity as provided in Section 3(b) and (b) directly to Landlord, within 30 days of invoice, as Additional Rent, Tenant’s proportionate share (as reasonably determined by Landlord) of the cost of electricity and natural gas for heating and air conditioning of the Building. No interruption or failure of Utilities, from any cause whatsoever other than Landlord’s willful misconduct, shall result in abatement of Rent. Tenant agrees to limit use of water and sewer with respect to Common Areas to normal restroom use.
     10.  Alterations . Tenant shall not make any alterations, additions, or improvements to the Premises of any kind whatsoever, except that Tenant may construct nonstructural alterations in the Premises without Landlord’s prior approval if the aggregate cost of such work does not exceed $10,000 (a “Notice-Only Alteration”), provided Tenant notifies Landlord in writing of such intended Notice-Only Alteration and such notice shall be accompanied by plans and specification and other information as may be reasonably requested by Landlord. Tenant shall cause, at its sole cost and expense, any Alterations to comply with insurance requirements and with Legal Requirements. Tenant shall reimburse Landlord for and indemnify and hold Landlord harmless from, any expenses incurred by Landlord by reason of faulty work by Tenant or its contractors or inadequate cleanup. Any such work shall be completed free and clear of liens, and Tenant shall provide (and cause its contractor to provide) certificates of insurance for workers’ compensation and other coverage in amounts and from an insurance company satisfactory to Landlord protecting Landlord against liability for personal injury or property damage during construction. Upon completion of any Alterations, Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and subcontractors who did the work and final lien waivers from all such contractors and subcontractors; and (ii) “as built” plans for any such Alterations.
     11.  Landlord’s Repairs . Landlord shall maintain all of the Project and the Premises in working repair, reasonable wear and tear and uninsured losses, damages caused by Tenant, or by any of Tenant’s agents, servants, employees, invitees and contractors (collectively, “ Tenant Parties ”), fire or other casualty and condemnation excluded and shall provide commercially customary reasonable cleaning of the Premises and the common areas of the Building each business day. In recognition of the short term nature of this Lease, Landlord shall have the right to provide limited repairs to maintain the Building structural components, equipment and systems in lieu of replacement thereof. Landlord shall repair losses and damages caused by Tenant or any of Tenant Parties at Tenant’s sole cost and expense. Landlord reserves the right to stop utilities or other building system services when necessary

 


 
Short Form Office Lease   101 Rogers Street, Cambridge, MA
Molecular Insight Pharmaceuticals, Inc. — Page 6
upon 2 business days’ prior written notice, except in an emergency, when no prior notice is required. Landlord shall have no responsibility or liability for failure to provide utilities or supply other building system services during any such period of interruption; provided , however , that Landlord shall give Tenant 24 hours advance notice of any planned stoppage of utilities building system services for routine maintenance, repairs, alterations or improvements by Landlord. As provided in Section 27, Landlord shall not be liable for any failure to make any repairs or to perform any maintenance.
     12.  Liens . Tenant shall discharge, by bond or otherwise, any liens filed against the Premises or against the Project arising out of work performed or claimed to have been performed, materials furnis

 
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