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<PAGE>
EXHIBIT 10.3
SECOND AMENDMENT TO
RADNOR TECHNOLOGY AND RESEARCH CENTER
OFFICE AND CAFETERIA LEASE
THIS SECOND AMENDMENT TO RADNOR TECHNOLOGY AND RESEARCH CENTER
OFFICE AND
CAFETERIA LEASE (this "Amendment") is entered into as of this
19th day of April,
2005, by and between BMR-145 KING OF PRUSSIA ROAD LP, a Delaware
limited
partnership formerly known as Radnor Properties-145 KOP, L.P.
("Landlord"),
whose address is c/o BioMed Realty, L.P., 17140 Bernardo Center
Drive, Suite
222, San Diego, California 92128; and CENTOCOR, INC., a
Pennsylvania corporation
("Tenant"), whose address is 200 Great Valley Parkway, Malvern,
PA 19355.
RECITALS
WHEREAS, Landlord and Tenant entered into that certain Radnor
Technology
and Research Center Office and Cafeteria Lease dated as of June
21, 2002 (the
"Original Lease"), as amended by that certain First Amendment to
Lease dated as
of January 19, 2004 (collectively, the "Amended Lease"),
pursuant to which
Tenant is presently in possession of the Demised Premises
containing twenty-one
thousand five hundred (21,500) rentable square feet of space
(the "Original
Premises") located on the first (1st) floor (the "First Floor")
of the Building
(hereinafter referred to as "Building 1"); and
WHEREAS, Tenant desires to lease an additional fifty-seven
thousand three
hundred eighty (57,380) rentable square feet located on the
Second Floor and
Third (3rd) floor (the "Third Floor") of Building 1 (the
"Building 1 Additional
Premises") and twenty-two thousand two hundred eighty-seven
(22,287) rentable
square feet (the "Building 2 Additional Premises" and, together
with the
Building 1 Additional Premises, the "Additional Premises")
located on the court
level (the "Court Level") of the building commonly known as
Building 2
("Building 2"), which Additional Premises are more particularly
delineated on
the site plan attached hereto as Exhibits A1- A4 and made a part
hereof.
Landlord is willing to lease the Additional Premises to Tenant,
subject to the
terms and conditions hereof.
AGREEMENT
NOW, THEREFORE, Landlord and Tenant, in consideration of the
mutual
promises contained herein and for other good and valuable
consideration, the
receipt and adequacy of which are hereby acknowledged, and
intending to be
legally bound, agree as follows:
1. CAPITALIZED TERMS. Capitalized terms not otherwise defined
herein shall
have their respective meanings given in the Amended Lease.
2. TERM. Landlord, for a term (the "Additional Premises Term")
commencing
on May 1, 2005 (the "Additional Premises Commencement Date"),
and expiring on
March 31, 2010, leases to Tenant, and Tenant leases from
Landlord, the
Additional Premises, on the terms and conditions contained in
this Amendment.
Upon receipt by Landlord of a fully executed original of this
Amendment,
Landlord shall deliver the Additional Premises to Tenant.
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3. ADDITIONAL PREMISES. From and after the date hereof, except
as
otherwise specifically set forth herein, the Additional Premises
shall
constitute a part of the Demised Premises under the Lease and,
unless expressly
set forth herein to the contrary, all of the terms and
conditions set forth in
the Lease shall apply to the Additional Premises.
4. EARLY OCCUPANCY. Tenant may occupy any of the Additional
Premises for
the purpose of conducting Tenant's business therein prior to the
Additional
Premises Rent Commencement Date (as defined below) without
incurring any
obligation to pay the Additional Premises Minimum Rent (as
defined below) set
forth in Section 5 below prior to the Additional Premises Rent
Commencement
Date; provided, however, that Tenant shall be responsible for
the payment of all
utilities, Taxes, Operating Expenses, repairs and any other
costs involved in
operating, occupying and maintaining the Additional Premises
from and after the
date that Landlord delivers the Additional Premises to Tenant in
accordance with
Section 2.
5. RENT.
(a) Minimum rent for the Additional Premises ("Additional
Premises
Minimum Rent") shall commence on May 1, 2005 (the "Additional
Premises Rent
Commencement Date"), and accrue during the Additional Premises
Term as follows:
(i) With regard to the Building 1 Additional Premises:
<TABLE>
<CAPTION>
RATE PER
RENTABLE SQUARE
DATES FOOT MONTHLY MINIMUM RENT ANNUAL MINIMUM RENT
------------------------------ ---------------
-------------------- -------------------
<S> <C> <C> <C>
May 1, 2005 - March 31, 2006 $16.50 $78,897.50 $946,770.00
April 1, 2006 - March 31, 2007 $16.50 $78,897.50 $946,770.00
April 1, 2007 - March 31, 2008 $16.50 $78,897.50 $946,770.00
April 1, 2008 - March 31, 2009 $16.75 $80,092.92 $961,115.04
April 1, 2009 - March 31, 2010 $17.25 $82,483.75 $989,805.00
</TABLE>
(ii) With regard to the Building 2 Additional Premises:
<TABLE>
<CAPTION>
RATE PER
RENTABLE SQUARE
DATES FOOT MONTHLY MINIMUM RENT ANNUAL MINIMUM RENT
------------------------------ ---------------
-------------------- -------------------
<S> <C> <C> <C>
May 1, 2005 - March 31, 2006 $16.50 $30,644.63 $367.735.56
April 1, 2006 - March 31, 2007 $16.50 $30,644.63 $367.735.56
April 1, 2007 - March 31, 2008 $16.50 $30,644.63 $367.735.56
April 1, 2008 - March 31, 2009 $16.75 $31,108.94 $373,307.28
April 1, 2009 - March 31, 2010 $
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