Exhibit
10.2


 


File #13251-032


 


 


AMENDMENT TO LEASE


 


                                                THIS AMENDMENT TO LEASE (Amendment) dated
April 18, 2007 by and between EASTPARK AT 8A having an office at 1000 Eastpark
Boulevard, Cranbury, NJ  08512,
(hereinafter called the “Landlord”); and PHARMACOPEIA DRUG DISCOVERY, INC.,
having an office at 3000 Eastpark Boulevard, Cranbury, NJ 08512 (hereinafter
called the "Tenant").


 


WITNESSETH: -


 


                                                WHEREAS, The Landlord and the Tenant's
predecessor, Pharmacopeia, Inc., entered into a Lease Agreement dated August
25, 2003 for the entire Building at 3000 Eastpark Boulevard, Cranbury, NJ
consisting of 58,852 square feet: and


 


                                                WHEREAS, the parties hereby confirm that
the Lease Expiration Date is August 31, 2016; and


 


                                                WHEREAS, said Lease was assigned to, and
assumed by, Pharmacopeia Drug Discovery, Inc.; and


 


                                                WHEREAS, the parties now wish to amend
the existing Lease.


 


                                                NOW, THEREFORE, the parties hereto
covenant and agree as follows:


 


                                                1.                                       Pursuant to paragraph 4.1 of the Lease, Tenant
was permitted to utilize, exclusively for storage, the basement in the Building,
consisting of 6,297 rentable square feet, for an initial Base Rent of $4.00 per
square foot.  Tenant now intends to
construct a vivarium in the basement space ("Project").  Paragraph 4.1 (a) of the Lease shall be
modified to provide that the Initial Base Rent for the basement space shall
increase from $4.00 per square foot to $12.80 per square foot, effective upon
the earlier of (a) the issuance of a final or temporary CO/CA by the Township
of South Brunswick, or (b) June 1, 2007. 
Such Initial Base Rent shall be adjusted over time in accordance with
the provisions of paragraph 4.1 (b) of


 


 

















 


the Lease, with
all adjustments to be made at the same time as the adjustments in Base Rent are
made for the balance of the Building.


 


                                                2.                                       The cost of construction of the Project
shall be borne entirely by Tenant. 
Tenant shall have the right to utilize its own general contractor to
perform the construction, subject to the approval of that contractor by
Landlord, which approval shall not be unreasonably withheld.  Tenant shall also be responsible for
obtaining all permits and inspections for the construction.  Landlord will cooperate with Tenant, to the
extent necessary, to allow permits to be obtained. Tenant agrees not to occupy
the space that is subject to the construction until the issuance of a CO/CA.


 


                                                3.                                       Landlord shall receive a supervisory fee
of 3% of the Total Construction Cost of the Project.  "Total Construction Cost" shall be
defined as base contract cost plus the cost of all change orders.  The supervisory fee shall be paid to Landlord
on a monthly basis at the same time as payments are made to the Tenant's
general contractor, and shall be calculated based on 3% of the payments made by
Tenant to the general contractor or directly to any sub-contractor.


 


                                                4.                                       Prior to obtaining a building permit for
the Project, Tenant shall provide the following to Landlord:


 


a.                                       One complete signed and sealed set of
construction drawings and specifications for the Project;


 


b.                                      A copy of all signed construction
contracts;


 


c.                                       The final construction budget;


 


d.                                      Certificates of insurance from the
general contractor, and all sub-contractors with whom contracts have been
signed, naming the Landlord as an additional insured;


 


e.                                       Tenant shall require its architect and
engineer to enter into an agreement with Landlord that will, in the event of a
Tenant default, assign to the Landlord, at no additional cost, the right to use
the drawings and specifications.


 


 

















 


                                                5.                                       At the completion of the Project, Tenant's
architect and engineer shall certify to Landlord that the Project was constructed
in accordance with the plans and specifications.  Tenant shall also provide Landlord with one
set of as-built drawings, in .pdf or .tiff format, and also in cad format.


 


                                                6.                                       The vivarium shall be used for biopharmaceutical
research and development and the handling and testing of rodents (the
"Permitted Animals"), and for no other purpose or use.  If Tenant proposes to use any animals other
than the Permitted Animals in its operations, it shall first obtain the prior
written consent of Landlord, which Landlord shall not unreasonably
withhold.  Animal testing, solely of the
Permitted Animals, shall be permitted, subject to the following:


 


a.                                       All testing shall be conducted in accordance
with applicable governmental rules and regulations and recognized guidelines of
the scientific community;


 


b.                                      Tenant shall assure that all dead
animals, any part thereof or any waste products related thereto, shall be
disposed of, at its own cost, in accordance with all governmental rules and
regulations and /or recognized guidelines of the scientific community; and


 


c.                                       No odors, noises or any similar nuisance
shall be permitted to migrate from the vivarium to the outside air.


 


d.                                      In the event Tenant violates the
conditions of this paragraph 6, it shall be considered a default under the
provisions of the Lease and Landlord shall have all the rights and remedies to
which it is entitled with regard to any other default on the part of the
Tenant.


 


e.                                       Said uses are expressly subject to all
applicable zoning ordinances, rules and regulations of any governmental
instrumentalities, boards or bureaus having jurisdiction thereof.  Tenant's use of the Leased Premises shall not
interfere with the peaceable and quiet use and enjoyment by other tenants at their
respective leased premises located at the Building or in the Office Park.


 


 

















 


7.                                       Except as set forth above, all other
terms and conditions of the Lease shall remain in full force and effect,
unimpaired and unmodified.


 


8.                                       The parties mutually represent to each
other that Cushman & Wakefield, Inc. is the broker that negotiated and consummated
the within transaction, and that neither party dealt with any other broker in
connection with this Amendment.  In the
event either party violates this representation, it shall indemnify and defend
and hold the other party harmless from all claims and damages.  It is agreed that the Landlord shall be
responsible, at its sole cost and expense, to pay the brokerage commission in
connection with this Amendment.


 


9.                                       This Amendment shall be binding upon the
parties hereto, their heirs, successors and assigns.


 


IN WITNESS WHEREOF, the parties hereto have hereunto
set their hands and seals or caused these presents to be executed by their
proper corporate officers and caused their proper corporate seals to be
hereunto affixed the day and year first above written.


 


 




	
   

  	
  EASTPARK AT 8A

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ A. JOSEPH
  STERN

  
	
   

  	
   

  	
  A. Joseph Stern,
  Partner

  






 


 


 


 




	
   

  	
  PHARMACOPEIA
  DRUG DISCOVERY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ BRIAN M.
  POSNER

  
	
   

  	
   

  	
  Brian M. Posner,
  CPA, MBA

  Executive Vice President, Chief Financial Officer

  and Treasurer