Exhibit 10.1
SECOND AMENDMENT TO
LEASE
This Second
Amendment to Lease (the “ Second Amendment ”) is
hereby entered into as of the 27th day of August, 2007 (the “
Effective Date ”) by and between W2007 CPD REALTY,
L.L.C., a Delaware limited liability company having an address c/o
Archon Group, L.P., 99 High Street, Floor 28, Boston,
Massachusetts 02110 (“ Landlord ”), and
AMAG Pharmaceuticals, Inc., formerly known as Advanced Magnetics,
Inc., a Delaware corporation having an address at 125 CambridgePark
Drive, Cambridge, Massachusetts 02140 (“ Tenant
”).
WHEREAS, CambridgePark 125 Realty Corporation
(the “ Original Landlord ”), as landlord, and
Tenant, as tenant, entered into that certain Lease dated as of
February 28, 2006 (the “ Original Lease ”) by
which the Original Landlord leased to Tenant and Tenant leased from
the Original Landlord approximately 8,230 square feet of office
space on the sixth (6 th ) floor
of the building (the “ Building ”) located at
and numbered 125 CambridgePark Drive, Cambridge, Massachusetts
02140 as more particularly described in the Original Lease (the
“ Original Premises ”).
WHEREAS, the Original Lease was amended by that
certain First Amendment to Lease by and between the Original
Landlord, as landlord, and Tenant, as tenant, dated November 29,
2006 (the “ First Amendment ”), by which the
Tenant leased additional office space from the Original Landlord
consisting of approximately 8,154 square feet of office space on
the second (2 nd ) floor
of the Building (the “ First Amendment Premises
”).
WHEREAS, the
Original Lease, as amended by the First Amendment, is hereinafter
referred to as the “Lease”.
WHEREAS, Landlord
has succeeded to the interest of the Original Landlord as owner of
the Building and as landlord under the Lease.
WHEREAS, the
current term of the Lease expires on February 28, 2009.
WHEREAS, Landlord desires to lease to Tenant
and Tenant desires to lease from Landlord additional space on the
first (1 st ) and
sixth (6 th ) floors
of the Building in accordance with the terms and provisions of this
Second Amendment.
NOW, THEREFORE, in
consideration of the premises and the mutual agreements contained
herein and in the Original Lease, Landlord and Tenant hereby agree
as follows:
A.
SUITE B PREMISES
1.
Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord the so-called Suite B on the first (1 st )
floor of the Building consisting of 5,801 rentable square feet of
floor area, as shown cross-hatched on Exhibit B attached
hereto (the “ Suite B Premises ”), upon the same
terms and conditions set forth in the Lease for the Current
Premises, except as expressly otherwise provided in this Second
Amendment. As used herein, the phrase “Suite B
Premises Commencement
Date” shall mean September 1, 2007. As used herein, the
phrase “Suite B Premises Rent Commencement Date” shall
mean the date that is one (1) month after the Suite B Premises
Commencement Date. Notwithstanding anything in the Lease to
the contrary, effective on and after the Suite B Premises
Commencement Date, the word “Premises,” whenever such
word appears in the Lease as amended by this Second Amendment shall
mean, collectively, the Original Premises, the First Amendment
Premises and the Suite B Premises.
2.
Prior to occupying the Suite B Premises, Tenant shall execute and
deliver to Landlord a letter substantially in the form of
Exhibit C attached hereto confirming (i) the Suite
B Premises Commencement Date, and (ii) that Tenant has
accepted the Suite B Premises; however, the failure of the parties
to execute such letter shall not defer the Suite B Premises
Commencement Date or otherwise invalidate the Lease or this Second
Amendment.
3.
Notwithstanding anything in the Lease to the contrary, effective on
and after the Suite B Premises Rent Commencement Date, the Annual
Rent (as defined in the Original Lease) for the Suite B Premises
shall be the following amounts for the following periods of
time:
|
Period
|
|
Annual Rent
|
|
Monthly Annual Rent
|
|
$/Year/SF
|
|
* Suite B Premises
Rent
Commencement Date -
February 28, 2009
|
|
$226,239.00
|
|
$18,853.25
|
|
$39.00
|
*
Subject to rent abatement provision in Exhibit D .
4.
Commencing on the Suite B Premises Rent Commencement Date, Tenant
shall pay to Landlord, as additional rent for the Suite B Premises,
3.15% of Annual Operating Costs (as defined in the Original Lease)
for each calendar year during the Term in excess of the Annual
Operating Costs for the Suite B Base Year. As used herein,
the “Suite B Base Year” shall mean calendar year 2007,
except that, with respect to Real Estate Taxes only, the term
“Suite B Base Year” shall mean fiscal year 2008 (i.e.,
July 1, 2007 — June 30, 2008). The payments of
additional rent required to be paid by Tenant under this paragraph
shall be paid in the manner, at the times and otherwise in
accordance with the provisions of Sections 4.2 and 4.3 of the
Lease.
5.
Notwithstanding anything in the Lease to the contrary, commencing
on the Suite B Premises Commencement Date, electricity furnished to
the Suite B Premises shall be paid for by Tenant in accordance with
the terms and provisions of Section 4.4 of the Lease. Tenant
and Landlord agree that all computer rooms and equipment which
require more electricity than described in Section 4.4 of the Lease
will be separately metered and paid directly by the
Tenant.
6.
Notwithstanding anything in the Lease to the contrary, commencing
on the Suite B Premises Commencement Date, the number of Base Cards
(as defined in the Lease) shall be increased from 49 to 67, 22 of
which are for spaces located in the Blue Lot (as defined in
the
2
Lease), and 47 of which
are for spaces located in the Red Lot (as defined in the Lease) and
the number of Additional Spaces (as defined in the Lease) shall be
increased from 16 to 22.
7.
Tenant’s taking possession of Suite B Premises shall be
conclusive evidence that the Suite B Premises is in good order and
satisfactory condition at such time. No agreement of Landlord
to alter, remodel, decorate, clean or improve the Suite B Premises
and no representation or warranty regarding the condition of the
Suite B Premises or the suitability of the Suite B Premises for
Tenant’s proposed use thereof have been made by or on behalf
of Landlord or relied upon by Tenant in connection with this Second
Amendment, except as otherwise provided in Exhibit D
attached hereto.
B.
SUITE A PREMISES
8.
Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord the so-called Suite A on the sixth (6 th )
floor of the Building consisting of 2,426 rentable square feet of
floor area, as shown cross-hatched on Exhibit A attached
hereto (the “ Suite A Premises ”), upon the same
terms and conditions set forth in the Lease for the Current
Premises, except as expressly otherwise provided in this Second
Amendment. As used herein, the phrase “Suite A Premises
Commencement Date” shall mean the date on which Landlord
delivers vacant possession of the Suite A Premises to Tenant with
the Suite A Work (defined below) complete; provided, that in no
event shall the Suite A Premises Commencement Date or the date of
completion of the Suite A Work be later than November 15,
2007. Landlord agrees to perform, at Landlord’s sole
expense, the following work in the Suite A Premises (the
“Suite A Work”): (i) repaint (two (2) coats) all
walls in the Suite A Premises in building standard colors selected
by Tenant; and (ii) recarpet the entire Suite A Premises with
building standard carpet in a color selected by Tenant. As
used herein, the phrase “Suite A Premises Rent Commencement
Date” shall mean the date that is one (1) month after the
Suite A Premises Commencement Date. Notwithstanding anything
in the Lease to the contrary, effective on and after the Suite A
Premises Commencement Date, the word “Premises,”
whenever such word appears in the Lease as amended by this Second
Amendment shall mean collectively, the Original Premises, the First
Amendment Premises, the Suite B Premises and the Suite A
Premises.
9.
Prior to occupying the Suite A Premises, Tenant shall execute and
deliver to Landlord a letter substantially in the form of
Exhibit C attached hereto confirming (i) the Suite
A Premises Commencement Date, and (ii) that Tenant has
accepted the Suite A Premises; however, the failure of the parties
to execute such letter shall not defer the Suite A Premises
Commencement Date or otherwise invalidate the Lease or this Second
Amendment. Such letter may incorporate a punchlist if any of
the Suite A Work is not complete at such time.
10.
Notwithstanding anything in the Lease to the contrary, effective on
and after the Suite A Premises Rent Commencement Date, the Annual
Rent (as defined in the Original Lease) for the Suite A Premises
shall be the following amounts for the following periods of
time:
3
|
Period
|
|
Annual Rent
|
|
Monthly Annual Rent
|
|
$/Year/SF
|
|
Suite A Premises
Rent
Commencement Date -
February 28, 2009
|
|
$94,614.00
|
|
$7,884.50
|
|
$39.00
|
11.
Commencing on the Suite A Premises Rent Commencement Date, Tenant
shall pay to Landlord, as additional rent for the Suite A Premises,
1.32% of Annual Operating Costs (as defined in the Origi