|
|
|
|
Document Preview Lease |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Lease |
|||
|
Entities: |
Trammell Crow Co.; Transkaryotic Therapies Inc.; Massachusetts Institute of Technology; Hale and Dorr LLP |
|||
|
Date: |
2000 |
|||
|
Size: |
Preview shows 24KB of 173KB total |
|||
|
Price: |
$73 |
|||
|
ID: |
#332619 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
LEASE
DATED: AUGUST 4, 2000
MASSACHUSETTS INSTITUTE OF TECHNOLOGY, LESSOR
TRANSKARYOTIC THERAPIES, INC., LESSEE
28 OSBORN STREET, CAMBRIDGE, MASSACHUSETTS
TABLE OF CONTENTS
{TABLE}
{S} {C} {C}
1.0 REFERENCE DATA.............................................. 5
2.0 PREMISES; COMMON AREAS...................................... 6
2.1 PREMISES........................................... 6
2.2 COMMON AREAS....................................... 7
2.3 FUTURE IMPROVEMENTS BY LANDLORD.................... 7
3.0 TERM; COMMENCEMENT DATE; EXTENSION OPTIONS.................. 7
3.1 TERM; COMMENCEMENT DATE............................ 7
3.2 EXTENSION OPTIONS.................................. 7
4.0 RENT........................................................ 8
4.1 PAYMENT OF RENT.................................... 8
4.2 DETERMINATION OF FAIR MARKET RENT.................. 9
4.3 ADJUSTMENT TO BASE RENT............................ 10
5.0 PERMITTED USES.............................................. 10
6.0 TAXES; OPERATING EXPENSES; ELECTRICITY...................... 10
6.1 TAXES.............................................. 10
6.2 OPERATING EXPENSES................................. 11
6.3 PAYMENT OF OPERATING EXPENSES...................... 14
6.4 PAYMENT OF TAXES................................... 15
6.6 ABATEMENTS BY LESSOR; ALLOCATIONS.................. 16
7.0 INSURANCE................................................... 16
7.1 COMMERCIAL GENERAL LIABILITY INSURANCE............. 16
7.2 PROPERTY INSURANCE................................. 16
7.3 CERTIFICATE OF INSURANCE........................... 17
{/TABLE}
{PAGE}
{TABLE}
{S} {C} {C}
7.4 LESSOR'S INSURANCE................................. 17
7.5 WAIVER OF SUBROGATION.............................. 17
7.6 WAIVER OF RIGHTS................................... 18
8.0 ASSIGNMENT AND SUBLETTING................................... 18
9.0 PARKING..................................................... 21
10.0 LATE PAYMENT OF RENT........................................ 22
11.0 LESSEE'S COVENANTS.......................................... 22
12.0 CONSTRUCTION................................................ 27
13.0 CASUALTY AND EMINENT DOMAIN................................. 27
14.0 DEFAULTS; REMEDIES.......................................... 29
14.1 DEFAULTS; EVENTS OF DEFAULT........................ 29
14.2 TERMINATION........................................ 30
14.3 SURVIVAL OF COVENANTS.............................. 30
14.7 FURTHER REMEDIES................................... 32
15.0 REAL ESTATE BROKER.......................................... 33
16.0 NOTICES..................................................... 33
17.0 NO WAIVERS.................................................. 34
18.0 MANAGEMENT OF THE BUILDING.................................. 34
19.0 SIGNS....................................................... 34
{/TABLE}
2
{PAGE}
{TABLE}
{S} {C} {C}
20.0 LESSEE'S RIGHT TO TERMINATE EXISTING LEASE.................. 35
21.0 CONDITION PRECEDENT......................................... 35
22.0 QUIET ENJOYMENT; GROUND LEASES; MORTGAGES................... 35
22.1 QUIET ENJOYMENT.................................... 35
22.2 RIGHTS OF GROUND LESSORS AND MORTGAGEES............ 35
22.3 LEASE SUBORDINATE.................................. 35
23.0 SECURITY DEPOSIT............................................ 36
24.0 NOTICE OF LEASE; ESTOPPEL CERTIFICATES...................... 38
25.0 HOLDING OVER................................................ 38
26.0 LESSOR'S AGREEMENTS REGARDING ENVIRONMENTAL MATTERS......... 38
27.0 FORCE MAJEURE............................................... 38
28.0 ENTIRE AGREEMENT............................................ 39
29.0 APPLICABLE LAW, SEVERABILITY AND CONSTRUCTION............... 39
30.0 SUCCESSORS AND ASSIGNS...................................... 39
31.0 AUTHORITY................................................... 39
{/TABLE}
3
{PAGE}
EXHIBIT A: Plan of the Premises
EXHIBIT B: Description of the Land
EXHIBIT C: Work Letter
EXHIBIT D: Lessor's Services
EXHIBIT E: Lessee's Services
EXHIBIT F: Permitted Floor Load
EXHIBIT G: Schedule of Lessor's Working Drawings Approved by Lessee
4
{PAGE}
LEASE
Dated: August 4, 2000
THIS LEASE is made as of this 4th day of August, 2000 by and between
MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a Massachusetts educational corporation
with a place of business at 238 Main Street, Cambridge, Massachusetts 02142
("LESSOR"), and TRANSKARYOTIC THERAPIES, INC., a Delaware corporation with a
principal place of business at 195 Albany Street, Cambridge, Massachusetts 02139
("LESSEE").
1.0 REFERENCE DATA. The following terms shall have the definitions set
forth in this Section 1.0:
PREMISES: The entire Building located at 28 Osborn Street,
Cambridge Massachusetts
RENTAL AREA OF
PREMISES: 180,807 square feet of Rental Area shown as Tenant
Area A containing 139,900 square feet and Tenant Area
B containing 40,907 square feet on EXHIBIT A hereto.
As used herein the term "Rental Area" shall mean space
available for rental in the Building.
RENTAL AREA OF
BUILDING: 180,807 square feet of Rental Area as shown on EXHIBIT
A hereto
LAND: The parcel of land on which the Building is located,
as described on EXHIBIT B attached hereto
TERM: A term commencing on the Commencement Date (as defined
in the Work Letter attached as Exhibit C) and
terminating at midnight on the day immediately
preceding the tenth anniversary of the Commencement
Date, with two (2) options to extend for an additional
five (5) Lease Years
ESTIMATED
COMMENCEMENT DATE: The fourth quarter of calendar 2001
BASIC RENT: For each Lease Year as follows:
For the first five years of the Term: $37.00 per
square foot of Rental Area per Lease Year ($6,689,859
per Lease Year)
5
{PAGE}
For the second five years of the Term: $42.00 per
square foot of Rental Area per Lease Year ($7,593,894
per lease year)
Basic Rent may be pro rated as set forth in Section
4.1 and may be adjusted as set forth in Section 4.3.
EXTENSION TERM: As provided in Section 3.2
LESSEE'S SHARE:
(OPERATING EXPENSES) 100%
LESSEE'S SHARE
(TAXES) 100%
SECURITY DEPOSIT: $7,680,000 as provided in Section 23.0
PERMITTED USE: Office, Laboratory, Research and Development
LESSEE'S
REPRESENTATIVE: Michael Astrue
2.0 PREMISES; COMMON AREAS.
2.1 PREMISES. Lessor hereby LEASES unto Lessee, the Premises
together with the benefit of, and subject to (as the case may
be) all rights, easements, covenants, conditions,
encumbrances, encroachments and restrictions of record as of
the date of this Lease. Lessor shall have the right, without
the necessity of obtaining Lessee's consent thereto or joinder
therein (but subject to the terms of Section 22.3 below), to
grant, permit, or enter into during the term of this Lease
such additional rights, easements, covenants, conditions,
encumbrances, encroachments and restrictions with respect to
the Land as Lessor may deem appropriate, PROVIDED THAT no such
rights, easements, covenants, conditions, encumbrances,
encroachments or restrictions shall materially adversely
affect Lessee's use of the Premises for the Permitted Use. At
any time during which Lessee is not the lessee of the entire
Building, Lessor hereby reserves the right to maintain, use,
repair and replace pipes, ducts, wires, meters and any other
equipment, machinery, apparatus and fixtures located within
the Premises. Lessee, its employees and invitees shall have
access to the Premises at all times; provided that, if Lessor
recaptures a portion of the Premises, such access shall be
subject to Lessor's reasonable security procedures. Lessee
shall be permitted to operate its business in the Premises
outside of the Building hours (as set forth in Paragraph 1 of
EXHIBIT D attached hereto), but if Lessor is managing the
Building, Lessee shall pay to Lessor, as Additional Rent,
6
{PAGE}
the cost of supplying services to the Premises, as described
on Exhibit D, at times other than such Building hours, such
payment to be due and payable no later than thirty (30) days
after Lessor gives written notice to Lessee of the amount of
such charges.
2.2 COMMON AREAS. Lessor also grants to Lessee, and Lessee's
invitees, the right, in common with others entitled thereto,
to use for the purposes for which they were designed, the
common facilities of the Building, including but not limited
to, all entrances, hallways, elevator foyers, air shafts,
elevator shafts and elevators, stairwells and stairs,
restrooms, passenger elevators, freight elevator, loading
bays, and the "Parking Area" referred to in Section 9.0 below
(collectively, the "COMMON AREAS"). The parties acknowledge
that unless Lessor recaptures a portion of the Premises during
the Term in which event control of the Common Areas will
revert to Lessor, this provision shall apply only to the
Parking Area.
2.3 FUTURE IMPROVEMENTS BY LANDLORD. Lessor has informed Lessee
that Lessor may construct one or more buildings on the Land in
addition to the Building in a manner which will not
unreasonably interfere with Lessee's enjoyment of the Premises
except for the relocation of parking spaces as provided for in
Section 9.0.
3.0 TERM; COMMENCEMENT DATE; EXTENSION OPTIONS.
3.1 TERM; COMMENCEMENT DATE. The initial term of this Lease (the
"INITIAL TERM") shall commence on the "COMMENCEMENT DATE" (as
defined in the Work Letter attached hereto as EXHIBIT C), and
expire on the day immediately preceding the tenth (10th)
anniversary thereof, unless sooner terminated as hereinafter
provided. For purposes of this Lease, the phrase "Term" shall
mean collectively (a) the Initial Term, and (b) if Lessee duly
exercises the "Extension Option," the "Extension Term" (as
these phrases are defined in Section 3.2 below). As used in
this Lease, "LEASE YEAR" means the twelve (12) month period
commencing on the Commencement Date, or a successive twelve
(12) month period included in the Term commencing on an
anniversary of that date, except that if this Lease is
terminated prior to the expiration of the Term, the last Lease
Year shall consist of less than twelve (12) months and shall
end on the effective date of such termination.
3.2 EXTENSION OPTIONS. Provided that both (i) an "EVENT OF
DEFAULT" (as defined in Section 14.1 below) is not outstanding
on the day on which Lessee purports to exercise the Extension
Option or prior to the first day of each Extension Term, and
(ii) the Lessee named herein and any Lessee Affiliates (as
defined in Section 8.0(i)) are actually occupying at least 25%
of the Rental Area of the Building as of each of said dates,
Lessee shall have the option ("EXTENSION OPTION") to extend
the Lease Term of this Lease for two additional periods of
five (5) years each (the "EXTENSION TERM(S)"), unless sooner
terminated as hereinafter provided, subject to all the terms
7
{PAGE}
of this Lease except for the change in Basic Rent as provided
in Section 4.2 of this Lease. Lessee shall exercise each
Extension Option, if at all, by giving written notice of
exercise to Lessor not earlier than twenty (20) months prior
to, nor later than eighteen (18) months prior to, the last day
of the Initial Lease Term or the first Extension Term as
applicable. If Lessee fails to give such notice to Lessor
within such time, Lessee shall be deemed to have waived the
right to exercise the Extension Option.
4.0 RENT.
4.1 PAYMENT OF RENT. Lessee shall pay Lessor, without offset or
deduction and without previous demand therefor, as items
constituting rent (collectively, "RENT"):
(a) Basic rent ("BASIC RENT") at the following rates, in
equal monthly installments, in advance, commencing on
the Commencement Date, and continuing thereafter on
the first day of each calendar month or portion
thereof during the Term :
(i) For the Initial Term: as stated in Section
1.0 above; and
(ii) for each Lease Year in an Extension Term, an
amount equal to the "Fair Market Rent" (as
defined in Section 4.2 below) of the
Premises as of the first day of the
Extension Term, but in no event shall Basic
Rent during an Extension Term be less than
$42 per square foot of Rental Area.
Basic Rent shall be PRO-RATED for partial months
occurring at the beginning or the end of the Term;
and shall also be PRO-RATED if a partial occupancy
occurs as described in the Work Letter attached
hereto as Exhibit C.
(b) All other costs, charges, or expenses which Lessee in
this Lease agrees to pay, or which Lessor pays or
incurs as the result of a default by Lessee
hereunder, including any penalty or interest which
may be added for nonpayment or late payment thereof
as provided in this Lease (collectively, "ADDITIONAL
RENT"). All recurring payments of Additional Rent,
such as payment on account of "Taxes" and "Operating
Expenses" (as these terms are hereinafter defined),
shall be due and payable on the same day on which
Basic Rent is due. Unless otherwise specifically
provided in this Lease, all non-recurring items
constituting Additional Rent shall be due and payable
within twenty (20) days after demand therefor by
Lessor.
All payments shall be made to Lessor or such agent, and at
such place, as Lessor shall, from time to time, in writing
designate, the following being now so designated:
8
{PAGE}
Meredith & Grew, Inc.
160 Federal Street
Boston, MA 02110-1701
Attention: John Sullivan
4.2 DETERMINATION OF FAIR MARKET RENT. As used in this Lease,
"Fair Market Rent" means the effective fair market rent for
the Premises in its "as is" condition as of the day with
respect to which such determination is being made, for a term
of five (5) years. Fair Market Rent shall be based upon the
rents generally in effect for similar first-class office,
laboratory and research and development space in similar
buildings in the Cambridge, Massachusetts area in which the
Premises is located, taking into account all facts and
circumstances customarily taken into account by prudent and
commercial reasonable lessors and lessees.
Within twenty (20) days after Lessor receives Lessee's notice
of exercise of the Extension Option, Lessor shall provide to
Lessee Lessor's good faith determination of Fair Market Rent.
If Lessor and Lessee are unable to agree on the Fair Market
Rent within twenty (20) days thereafter, then, Lessee may,
within ten (10) days after the expiration of such twenty (20)
day period, elect either to withdraw its notice of exercise,
in which event its right to extend the Term shall terminate,
or to request that the Fair Market Rent be determined by
appraisal. If Lessee elects the appraisal option, Lessor and
Lessee shall, not later than ten (10) days after Lessor
receives Lessee's notice electing its appraisal right, each
retain a real estate professional with at least ten (10)
years' continuous experience in the business of appraising or
marketing commercial real estate in the Cambridge,
Massachusetts vicinity, who shall, within thirty (30) days of
his or her selection, prepare a written report summarizing his
or her conclusion as to Fair Market Rent. Lessor and Lessee
shall simultaneously exchange such reports; PROVIDED, HOWEVER,
that if one party has not obtained such a report within
forty-five (45) days after receipt of the report of the other
party's appraiser, then the determination set forth in the
other party's report shall be final and binding upon the
parties. If both parties receive reports within such time and
the lesser of the two determinations is within ten (10%)
percent of the higher determination, then the average of these
determinations shall be deemed to be Fair Market Rent. If
these determinations differ by more than ten (10%) percent,
then Lessor and Lessee shall mutually select a person with the
qualifications stated above (the "Final Professional") to
resolve the dispute as to Fair Market Rent. If Lessor and
Lessee cannot agree upon the designation of the Final
Professional within twenty (20) days of the exchange of the
first valuation reports, either party may apply to the
American Arbitration Association, the Greater Boston Real
Estate Board, or any successor thereto for the designation of
a Final Professional. Within ten (10) days of the selection of
the Final Professional, Lessor and Lessee shall each submit to
the Final Professional a copy of their respective real
|
End of Preview |
Home Intelligence Services Subscriptions News About Us