Exhibit 10.1
SECOND AMENDMENT OF
LEASE
THIS SECOND AMENDMENT OF LEASE (this
“ Amendment ”) is made as of the 7th day of
March, 2007, by BHX, LLC, a Massachusetts limited liability
company, as Trustee of 3 Forbes Realty Trust, a Massachusetts
nominee trust (“ Landlord ”), and ANTIGENICS,
INC., a Delaware corporation (“ Tenant
”).
Recitals
A. Landlord and Tenant are parties
to a Lease dated December 6, 2002, as amended by a First
Amendment of Lease dated August 15, 2003 (as so amended, the
“ Lease ”), pursuant to which Landlord leased to
Tenant space in the building commonly known as 3 Forbes Road,
Lexington, Massachusetts. All capitalized terms used in this
Amendment which are defined in the Lease and not otherwise defined
in this Amendment shall have the meanings given in the
Lease.
B. The parties desire to enter into
this Amendment to give Landlord an option to eliminate the First
Additional Premises and/or the Second Additional Premises from the
Lease as provided below.
Statement of
Amendment
For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant hereby agree as follows:
1. Landlord’s Option to
Eliminate First Additional Premises and Second Additional
Premises . Tenant grants to Landlord an option (the “
Reduction Option ”) to eliminate the First Additional
Premises and/or the Second Additional Premises from the Lease,
which Reduction Option shall be exercised, if at all, by written
notice of exercise given by Landlord to Tenant not later than
September 30, 2007. In any notice of exercise of the Reduction
Option, Landlord shall specify (i) whether Landlord is
exercising the Reduction Option with respect to the First
Additional Premises only, the Second Additional Premises only, or
both the First Additional Premises and the Second Additional
Premises (as so specified, the “ Eliminated Premises
”) (the Premises, less the Eliminated Premises, being called
the “ Reduced Premises ”), and (ii) the
amount, if any, which Landlord requires Tenant to pay to Landlord
in respect of costs incurred or to be incurred by Landlord in
connection with the Reduction Option, including leasing
commissions, attorneys’ fees and demising costs (such amount
being called the “ Reduction Fee ”). If Landlord
timely exercises the Reduction Option and specifies a Reduction
Fee, Tenant shall, within ten (10) Business Days after receipt
of Landlord’s notice of exercise, give written notice to
Landlord either accepting or rejecting the Reduction Fee. If Tenant
fails to respond within such ten (10) Business Day period,
Tenant shall be deemed to have accepted the Reduction Fee. Tenant
has the right, in its sole discretion, to reject any Reduction Fee
in excess of one dollar ($1.00). If Tenant rejects the Reduction
Fee within such ten (10) Business Day period, then, unless
Landlord and Tenant agree on a Reduction Fee within such
