QuickLinks
-- Click here to rapidly navigate through this
document
EXHIBIT
10.25
SECOND
AMENDMENT TO LEASE
THIS SECOND
AMENDMENT TO LEASE (this "Amendment") is made as of the
18th day of November, 2005 (the "Second Amendment Date"), by
and between THE REALTY ASSOCIATES FUND VI, L.P., a Delaware
limited partnership ("Landlord") and CUBIST
PHARMACEUTICALS, INC., a Delaware corporation
("Tenant").
RECITALS:
WHEREAS, by a
lease (the "Original Lease") dated as of January, 2004, California
State Teachers' Retirement System ("Calsters") leased to Tenant
approximately 15,475 rentable square feet of space, consisting of a
portion of the second and fourth floors in the building known as
45-55 Hayden Avenue, Lexington, Massachusetts (the "Building");
and
WHEREAS,
Landlord has succeeded to the interests of Calsters as landlord
under the Lease; and
WHEREAS, the
Original Lease has been amended by a First Amendment to Lease
between Landlord and Tenant, dated as of September 29, 2005
(the "First Amendment;" the Original Lease, as so amended, being
referred to as the "Lease"), pursuant to which the size of the
premises demised under the Original Lease was increased to 46,928
rentable square feet (the "Existing Premises"); and
WHEREAS,
Landlord and Tenant now desire to further amend the Lease to, among
other things, temporarily expand the size of the Existing Premises
by adding thereto approximately 6,150 rentable square feet of space
on the second floor of the Building (the "Comet Space"), and to
temporarily adjust the rent and certain provisions, and to provide
an option for the Tenant to lease the Comet Space for a longer
term, all on the terms and conditions set forth below.
NOW, THEREFORE,
in consideration of the mutual covenants herein contained, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound
hereby, Landlord and Tenant hereby agree as follows:
-
- 1.
- Defined
Terms. All of the
foregoing recitals are true and correct. Unless otherwise defined
herein, all capitalized terms used in this Amendment shall have the
meanings ascribed to them in the Lease, the Lease shall be amended
to incorporate any additional definitions provided for in this
Amendment, and all references in the Lease to the "Lease" or "this
Lease" or "herein" or "hereunder" or similar terms or to any
section thereof shall mean the Lease, or such section thereof, as
amended by this Amendment.
- 2.
- Additional Terms
and Definitions. (a) From and after the Effective Date
(as defined below) and continuing through 11:59 p.m. on
May 31, 2006 (the "Comet Expansion Period"), the
| PREMISES: |
|
The space
in the Building, including the entire fourth floor and the space
located on the second floor of the 55 Hayden Avenue portion of the
Building, as shown on Exhibit A-2 attached hereto
and incorporated herein. |
RENTABLE FLOOR AREA OF THE PREMISES: |
|
Approximately 53,078 square feet, of which 40,173 square feet
consists of the entire fourth floor of the 55 Hayden Avenue portion
of the Building and 12,905 square feet are located on the second
floor of the Building. |
ANNUAL RENT: |
|
The Annual Rent payable under the Lease shall be as set forth on
Schedule I to the First Amendment, plus $11,787.50 per month
from December 1, 2005 through May 31, 2006 for the Comet
Space. |
-
- 3.
- Effective Date;
Delivery and Condition . (a) Tenant may commence occupancy of
the Comet Space on the Effective Date. For the purposes of this
Amendment, the "Effective Date" shall be the later to occur of
(i) December 1, 2005 and (ii) the date on which the
existing tenant vacates the Comet Space and Landlord delivers
possession thereof to Tenant.
- (b)
- Tenant acknowledges
that, except as explicitly provided in the Lease, it is leasing the
Comet Space during the Comet Expansion Period (as the same may be
extended as provided below) in its current AS IS condition, without
any representation or warranty whatsoever on the part of Landlord.
Tenant currently occupies the Existing Premises and is fully
familiar with their condition and that of the common areas of the
Building, and Tenant acknowledges that, to the best of Tenant's
knowledge (upon reasonable investigation and inquiry), the Existing
Premises and the Comet Space are in good condition and suitable for
Tenant's uses. Without limiting the foregoing, Tenant agrees that
Landlord has no obligation to perform any work in or to either the
Existing Premises or the Comet Space to prepare the same for
Tenant's continued use and occupancy.
- (c)
- During the Comet
Expansion Period (as such period may be extended hereunder), Tenant
shall have, as appurtenant to the Comet Space, the right to use the
furniture, furnishings, fixtures, equipment and tenant improvements
located in the Comet Space as of the date hereof and belonging to
Landlord, including without limitation (i) all telephone and
data communications wiring, switches and cabling, and (ii) all
furniture listed on Schedule 1 attached hereto and made a part
hereof (together, the "Equipment"). Tenant shall keep the Equipment
in good and workable condition, reasonable wear and tear excepted,
but shall have no obligation to make repairs, perform maintenance
thereon or replace the same, other than reasonable and
de minimus repairs and
maintenance, as determined as necessary by Tenant. Except as
provided below, the Equipment shall be covered under Landlord's
property insurance, and any insurance proceeds on account of the
Equipment shall be payable to Landlord. At the expiration or
earlier termination of the Comet Expansion Period, the Equipment
shall be surrendered to Landlord in its existing
2
-
-
-
condition, reasonable
wear and tear excepted; provided,
that, if Tenant extends the lease of the
Comet Space pursuant to Section 6 below, all right, title and
interest in the Equipment shall be transferred to Tenant, and
Landlord shall promptly execute all documentation necessary to
effect such transfer. From and after such transfer, the Equipment
shall be covered under Tenant's property insurance, and any
insurance proceeds on account of the Equipment shall be payable to
Tenant.
- 4.
- Right of First
Offer. From and
after the Second Amendment Date, Exhibit G-1 (Right of First
Offer) to the Lease is hereby amended by deleting the schedule of
Rights of Existing Building Tenants in its entirety and replacing
the same with Schedule 2 attached hereto.
- 5.
- Parking. During the Comet Expansion Period (as
the same may be extended), Section 10.19 of the Lease shall be
amended by, in the first sentence thereto:
- (a)
- Replacing "one
hundred and forty-one (141)" with "one hundred fifty-nine (159);"
and
- (b)
- Replacing "46,928"
with "53,078."
- 6.
- Extension
Option. Provided
that, at the time of such exercise and also at May 31, 2006,
(i) the Lease is still in full force and effect, and
(ii) there exists no Event of Default, Tenant shall have the
right to maintain the Comet Space beyond the Comet Expansion Period
as a part of the Premises and the Rentable Floor Area of the
Premises for the t
|