EXHIBIT 10.2
THIRD AMENDMENT OF
LEASE
THIS THIRD AMENDMENT OF LEASE (this
“ Amendment ”) is made as of the 23rd day of
April, 2008 (the “ Effective Date ”), by TBCI,
LLC, a Massachusetts limited liability company, as successor to
BHX, LLC, 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 and by a Second
Amendment of Lease (the “ Second Amendment ”)
dated March 7, 2007 (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 (i) an option to eliminate
from the Lease that portion of the Premises depicted as
“Excess Space” on Exhibit A hereto (the “
Excess Space ”), and (ii) if Landlord exercises
its option to eliminate the Excess Space from the Lease, an
additional option to grant to the replacement tenant for the Excess
Space the right to use that portion of the remaining Premises
located on the first floor of the Building depicted as
“Shared Space” on Exhibit A hereto (the “
Shared Space ”) on a shared basis in common with
Tenant for its intended purposes.
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 Excess Space . Tenant grants to Landlord an option
(the “ Reduction Option ”) to eliminate the
Excess Space 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 60 days after the Effective Date.
The Reduction Option shall apply to all of the Excess Space, and
Landlord shall not have an option to eliminate less than all of the
Excess Space from the Lease. If Landlord timely exercises the
Reduction Option, then:
|
|
(a)
|
within ten
Business Days after Tenant receives notice of such exercise, Tenant
shall surrender the Excess Space in the condition required upon
termination as provided in Section 7.4 of the
Lease;
|
|
|
(b)
|
the Excess
Space shall be eliminated from the Lease effective 30 days after
the date of surrender by Tenant in accordance with clause
(a) above (the “ Elimination Date
”);
|
|
|
(c)
|
Tenant’s
Share, for purposes of determining the Additional Rent in respect
of Taxes, Insurance Costs and Operating Costs, shall remain at 100%
until the earlier of (i) the commencement of the term of a
replacement lease of the Excess Space (the “ Replacement
Lease ”) to a third party or (ii) the Elimination
Date, and thereafter shall be determined on the basis of the
Leasable Square Footage of the remaining Premises, excluding the
Excess Space, relative t
|
