Exhibit
10.2


LEASE AGREEMENT


by and between


INTERCONTINENTAL
FUND III 830 WINTER STREET, LLC,


as Landlord


and


IMMUNOGEN, INC.,


as Tenant


With respect to
the property known as


830 Winter Street,


Waltham,
Massachusetts 02451


Dated as of


July 27, 2007


 

















 













TABLE OF CONTENTS


	
  SECTION

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  PREMISES

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  LEASE TERM

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  RENT

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.1

  	
   

  	
  FIXED RENT AND ADDITIONAL RENT

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.2

  	
   

  	
  LATE PAYMENT

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  REAL ESTATE TAXES

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.1

  	
   

  	
  TAX YEAR AND TAXES

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.2

  	
   

  	
  PAYMENT OF TAXES

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.3

  	
   

  	
  REFUND SHARING

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.4

  	
   

  	
  ABATEMENT INITIATED BY TENANT

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  OPERATING EXPENSES

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.1

  	
   

  	
  PAYMENT OF OPERATING EXPENSES; DEFINITIONS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.2

  	
   

  	
  CERTAIN DEFINITIONS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.3

  	
   

  	
  ESTIMATED PAYMENTS

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.4

  	
   

  	
  TENANT’S RIGHT TO REVIEW

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  UTILITIES AND OTHER SERVICES

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.1

  	
   

  	
  UTILITIES

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.2

  	
   

  	
  WATER

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.3

  	
   

  	
  BUSINESS DAYS AND BUSINESS HOURS

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.4

  	
   

  	
  SECURITY

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.5

  	
   

  	
  CAFETERIA

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  SECURITY DEPOSIT; LETTER OF CREDIT

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7.1

  	
   

  	
  SECURITY DEPOSIT

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7.2

  	
   

  	
  LETTER OF CREDIT

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  USE OF PREMISES

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.1

  	
   

  	
  PERMITTED USES

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.2

  	
   

  	
  PROHIBITED USES

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.3

  	
   

  	
  HAZARDOUS MATERIALS

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.4

  	
   

  	
  COMPLIANCE WITH LEGAL AND INSURANCE REQUIREMENTS

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  INDEMNIFICATION

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  CONSTRUCTION

  	
   

  	
  19

  



 



 1
 









 


	
  

  	
   

  	
  10.1 

  	
   

  	
  LANDLORD’S WORK 

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.2 

  	
   

  	
  TENANT’S WORK 

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.3 

  	
   

  	
  QUALITY AND
  PERFORMANCE OF WORK 

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.4 

  	
   

  	
  CONSTRUCTION
  ALLOWANCE 

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.5 

  	
   

  	
  CONVERSION OF
  CONSTRUCTION ALLOWANCE 

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.6 

  	
   

  	
  INTENTIONALLY
  DELETED 

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.7 

  	
   

  	
  MANAGEMENT FEE 

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.8 

  	
   

  	
  COMPLETION OF
  TENANT’S WORK 

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  ALTERATIONS,
  ADDITIONS OR IMPROVEMENTS BY TENANT 

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  11.1

  	
   

  	
  ALTERATIONS BY
  TENANT 

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  11.2 

  	
   

  	
  ADDITIONAL
  COVENANTS REGARDING ALTERATIONS 

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  11.3 

  	
   

  	
  REMOVAL OF
  ALTERATIONS 

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  TENANT
  MAINTENANCE AND REPAIR 

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  LANDLORD
  MAINTENANCE AND REPAIR 

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  ASSIGNMENT AND
  SUBLETTING 

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  14.1 

  	
   

  	
  PROPOSED
  SUBTENANTS AND ASSIGNEES 

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  14.2 

  	
   

  	
  ADVERTISING 

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  14.3 

  	
   

  	
  RIGHT TO SHARE
  PROFITS 

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  14.4 

  	
   

  	
  RIGHT TO
  RECAPTURE 

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  14.5 

  	
   

  	
  TENANT’S
  ASSIGNMENT/SUBLET NOTICE 

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  14.6 

  	
   

  	
  LEGAL AND
  ADMINISTRATIVE COSTS 

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  14.7 

  	
   

  	
  ASSIGNMENT AND
  SUBLETTING TO A BIOTECH AFFILIATED ENTITY 

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  ACCEPTANCE OF
  RENT; NEW DIRECTORY NAME 

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.1 

  	
   

  	
  ACCEPTANCE OF
  RENT AND/OR NEW DIRECTORY NAME 

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.2 

  	
   

  	
  RIGHT TO REMOVE
  NEW DIRECTORY NAME 

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  EMINENT DOMAIN 

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  16.1 

  	
   

  	
  TERMINATION UPON
  TAKING OF WHOLE 

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  16.2 

  	
   

  	
  TERMINATION UPON
  PARTIAL TAKING 

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  16.3 

  	
   

  	
  RESTORATION OR
  TERMINATION UPON PARTIAL TAKING 

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  16.4 

  	
   

  	
  APPORTIONMENT OF
  AWARD 

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  16.5 

  	
   

  	
  APPORTIONMENT OF
  RENT 

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  16.6 

  	
   

  	
  DUTY TO
  ARBITRATE 

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  FIRE OR OTHER
  CASUALTY 

  	
   

  	
  30

  



 



 2
 









 


	
  18.

  	
   

  	
  INSURANCE; WAIVER OF SUBROGATION

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  18.1

  	
   

  	
  TENANT’S INSURANCE

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  18.2

  	
   

  	
  INSURANCE DURING CONSTRUCTION

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  18.3

  	
   

  	
  WAIVER OF SUBROGATION

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  18.4

  	
   

  	
  LANDLORD’S INSURANCE

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  INSPECTION; ACCESS; CHANGES IN BUILDING FACILITIES

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  DEFAULT

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  LANDLORD’S RIGHTS AND REMEDIES

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21.1

  	
   

  	
  LANDLORD’S REMEDIES

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21.2

  	
   

  	
  INJUNCTION

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21.3

  	
   

  	
  WAIVER OF REDEMPTION

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21.4

  	
   

  	
  NOT EXCLUSIVE RIGHT

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21.5

  	
   

  	
  EXPENSES

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  LANDLORD’S RIGHT TO CURE TENANT’S DEFAULT

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  ESTOPPELS

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23.1

  	
   

  	
  TENANT ESTOPPEL CERTIFICATE

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23.2

  	
   

  	
  LANDLORD ESTOPPEL CERTIFICATE

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
  AGREEMENT

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  CONDOMINIUM CONVERSION CONTINGENCY

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  FINANCIAL STATEMENTS

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  HOLDING OVER

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
   

  	
  YIELD UP

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  28.1

  	
   

  	
  COVENANT

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  28.2

  	
   

  	
  TENANT’S REMOVAL OBLIGATION

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  28.3

  	
   

  	
  CERTAIN RIGHTS OF LANDLORD

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
   

  	
  PERSONAL PROPERTY TAXES

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
   

  	
  BROKERS

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
   

  	
  NOTICES

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  32.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  32.1

  	
   

  	
  AUTHORITY

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  32.2

  	
   

  	
  SUCCESSORS AND ASSIGNS

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  32.3

  	
   

  	
  WAIVERS

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  32.4

  	
   

  	
  WAIVER OF TRIAL BY JURY

  	
   

  	
  42

  



 



 3
 









 


	
  

  	
   

  	
  32.5

  	
   

  	
  LIMITATION OF LANDLORD’S LIABILITIES

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  32.6

  	
   

  	
  TIME OF THE ESSENCE

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  32.7

  	
   

  	
  SEVERABILITY

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  32.8

  	
   

  	
  HEADINGS AND TERMS

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  32.9

  	
   

  	
  LEASE NOT BINDING UNTIL EXECUTED AND DELIVERED

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  32.10

  	
   

  	
  COUNTERPARTS

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  32.11

  	
   

  	
  AMENDMENT AND MODIFICATION

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  32.12

  	
   

  	
  GOVERNING LAW

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  32.13

  	
   

  	
  CROSS-DEFAULT

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  33.

  	
   

  	
  PARKING

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  34.

  	
   

  	
  SIGNAGE

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  35.

  	
   

  	
  RIGHT OF FIRST OFFER

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  36.

  	
   

  	
  EXTENSION OPTION

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  37.

  	
   

  	
  FAIR MARKET RENTAL

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  37.1

  	
   

  	
  FAIR MARKET RENTAL

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  37.2

  	
   

  	
  FAIR MARKET RENTAL DURING ANY EXTENSION TERM

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  37.3

  	
   

  	
  ARBITRATION

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  38.

  	
   

  	
  ANCILLARY SPACE

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  39.

  	
   

  	
  BUILDING RULES AND REGULATIONS

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  40.

  	
   

  	
  LANDLORD REPRESENTATION

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41.

  	
   

  	
  EXHIBITS AND ADDENDA

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT “A” LEGAL DESCRIPTION

  	
   

  	
  A-1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT “B” PREMISES

  	
   

  	
  B-1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT “C” FIXED RENT

  	
   

  	
  C-1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT “D” PROVISIONS REGARDING ADDITIONAL RENT

  	
   

  	
  D-1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT “E” FORM OF COMMENCEMENT DATE CERTIFICATE

  	
   

  	
  E-1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT “F” BUILDING RULES AND REGULATIONS

  	
   

  	
  F-1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT “G” FORM OF TENANT ESTOPPEL CERTIFICATE

  	
   

  	
  G-1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT “H” FORM OF SUBORDINATION, NON-DISTURBANCE
  AND ATTORNMENT AGREEMENT

  	
   

  	
  H-1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT “I” DRAFT LETTER OF CREDIT

  	
   

  	
  I-1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT “J” BASE BUILDING SPECIFICATIONS

  	
   

  	
  J-1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT “K” TENANT DESIGN MANUAL

  	
   

  	
  K-1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT “L” TENANT PLANS

  	
   

  	
  L-1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT “M” PERMITTED HAZARDOUS MATERIALS AND
  PROTOCOL

  	
   

  	
  M-1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT “N” INTENTIONALLY DELETED

  	
   

  	
  N-1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT “O” TENANT’S CORPORATE LOGO

  	
   

  	
  O-1

  



 



 4
 









LEASE
AGREEMENT


THIS
LEASE AGREEMENT (“Lease”)
is made and entered into as of this 27th day of July 2007 by and between
Intercontinental Fund III 830 Winter Street, LLC, a Massachusetts limited
liability company (“Landlord”),
and ImmunoGen, Inc., a Massachusetts corporation (“Tenant”).


Intending to be legally
bound, Landlord and Tenant agree as set forth below.


1.                         PREMISES.
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord,
for the term and subject to and with the benefit of the terms, covenants,
conditions, agreements and provisions hereof, part of the Basement, First,
Second and Third Floors (the “Premises”),
as shown on Exhibit “B” attached
hereto and made part of hereof, in the building (the “Building”) erected on the land located at 830 Winter Street,
Waltham, Massachusetts 02451 (the “Land”),
and as more particularly described in Exhibit
“A” attached hereto and made a part hereof. For purposes of this Lease,
the property (the “Property”)
shall mean the Land and all of the buildings now or hereafter located thereon.
Tenant shall have, as appurtenant to the Premises, the non-exclusive right to
use, and permit its invitees to use in common with Landlord and others, the
elevators, escalators, stairways, walkways, driveways and access roads
necessary for access to the Premises and the parking areas, loading areas,
trash enclosures, pedestrian sidewalks, landscaped areas, recreation areas and
other areas and facilities, if any, which are located on the Land and
designated by Landlord from time to time for the non-exclusive use of tenants
and other occupants of the Building or improvements on the Land (the “Common Areas”). For purposes of this
Lease, Tenant’s proportionate share (“Tenant’s
Proportionate Share”) shall be calculated by dividing the total
rentable area of the Premises (88,930 rentable square feet) by the total
rentable area of the Building (182,106 rentable square feet). Landlord and
Tenant acknowledge and accept the rentable square feet as set forth herein and
neither Landlord nor Tenant shall have the right to demand remeasurement or
recalculation of the rentable square feet with respect to the Premises or the
Building. It is hereby agreed that as of the Lease Commencement Date (as
hereinafter defined), Tenant’s Proportionate Share shall be equal to 48.83%.


2.                         LEASE TERM. The lease term (the “Lease Term”)  shall commence after (a) the mutual
execution and delivery of this Lease, and (b) the delivery by Tenant to
Landlord (as beneficiary) of a standby letter of credit (“Letter of Credit”), a draft of which is attached hereto as Exhibit “I”,  in form and content satisfactory to Landlord in the amount of
$3,823,990.00 (the “Lease Commencement Date”)  and shall continue for a period of twelve
(12) years after the Rent Commencement Date (as hereinafter defined) unless
extended or terminated as provided in this Lease (the “Expiration Date”).  After the Rent Commencement Date, Tenant
shall, within ten (10) Business Days (as hereinafter defined) of receipt
thereof, execute a Commencement Date Certificate substantially similar to the
form attached hereto as Exhibit “E” confirming
the Lease Commencement Date, the Rent Commencement Date and the Expiration
Date. Landlord shall not be in breach of this Lease nor be liable to Tenant for
delay in delivery of possession of the Premises to Tenant resulting from delay
in completing construction of or alterations to the Premises which Landlord has
agreed to perform under this Lease or by reason of matters beyond Landlord’s
reasonable control, except as otherwise set forth in this Lease. If Landlord
cannot deliver possession of the Premises on the Lease Commencement Date,
Landlord may delay the Lease Commencement Date until the date on which Landlord
can deliver possession of the Premises and shall provide Tenant with written
notice of any delayed Lease Commencement Date. The date set forth in such
notice as the delayed Lease Commencement Date shall be deemed the Lease Commencement
Date, and the Rent Commencement Date and Expiration Date of this Lease shall be
correspondingly extended by the period of delay. At the request of Landlord,
Tenant shall countersign Landlord’s notice to confirm the delayed Lease
Commencement Date as the Lease Commencement Date; provided, however, that
Tenant’s failure to countersign such notice shall not impair Landlord’s
designation of the new Lease



 5
 









Commencement
Date. Tenant shall not have any right to enter the Premises prior to the Lease
Commencement Date.


3.                         RENT.


3.1                    Fixed Rent and Additional Rent. Tenant shall pay fixed rent (“Fixed Rent”) beginning on the later of (a)
the date that is ten (10) months after the Lease Commencement Date, or (b) the
date that Tenant receives a Certificate of Occupancy for the entire Premises
from the City of Waltham, but in no event later than May 1, 2008, subject,
however, to any delayed Lease Commencement Date (as contemplated in Section 2)
or any Landlord Delay (as hereinafter defined) (the “Rent Commencement Date”)  in
monthly installments each equal to one-twelfth (1/12) of the annual Fixed Rent
(the “Annual Fixed Rent”),  as set forth on Exhibit “C” attached hereto and made a part hereof, without
prior notice or demand, and without any setoff or deduction whatsoever (except
as otherwise set forth in this Lease), in advance, on the first day of each
month at such place as Landlord may direct. In addition to Fixed Rent, and as
more fully set forth below, Tenant shall pay to Landlord additional rent (“Additional Rent”).  All amounts payable by Tenant to Landlord
under this Lease other than Fixed Rent shall constitute Additional Rent and
shall be paid without any setoff or deduction whatsoever as provided herein
(except as otherwise set forth in this Lease). “Rent” shall mean Fixed Rent and Additional Rent. If the Lease
Term shall commence or expire on other than the first or last day, as
applicable, of a calendar month, such monthly installment of Fixed Rent and
Additional Rent (if any), shall be prorated for each calendar day of such
partial month.


3.2                    Late Payment. If any portion of Fixed Rent, Additional
Rent or any other sum payable to Landlord hereunder shall be due and unpaid for
more than seven (7) days after its due date, it shall bear interest at a rate
equal to the lesser of (i) ten percent (10%) per annum and (ii) the maximum
legal rate permitted by law (the “Default
Rate”)  from the due
date until the date of payment thereof by Tenant. In addition Tenant shall pay
a late charge equal to four percent (4%) of the late payment. If any payment
tendered by Tenant shall fail collection on presentment, Tenant shall reimburse
Landlord for all charges imposed by Landlord’s bank on account thereof and pay
to Landlord a bad check fee equal to the lesser of (a) $100.00 and (b) the
maximum charge permitted by law. In no event shall Landlord be deemed to
contract for or receive charges by way of interest or otherwise in excess of
those permitted by law and any sum paid in excess of that permitted shall be
refunded or credited to Tenant.


4.                         REAL
ESTATE TAXES.


4.1                    Tax Year and Taxes. “Tax Year”
shall mean a twelve (12) month period commencing on July 1 and
falling wholly or partially within the Lease Term, and “Taxes” shall mean (a) all ad valorem real
estate taxes, assessments (special or otherwise), levies, fees and all other
government levies, exactions and charges of every kind and nature, general and
special, ordinary and extraordinary, foreseen and unforeseen, which are, at any
time prior to or during the Lease Term, imposed or levied upon or assessed
against (i) the Premises or any portion thereof, or (ii) the Land (including
Common Areas), and (b) Landlord’s reasonable expenses of any proceeding to
contest, determine or reduce any of the foregoing items included in Taxes, but
the amount of special taxes or special assessments included in Taxes shall be
limited to the amount of the installment (plus any interest, other than penalty
interest, payable thereon) of such special tax or special assessment required
to be paid during the year in respect of which such Taxes are being determined.
There shall be excluded from Taxes (x) all Taxes assessed on buildings located
on any portion of the Land other than the Building, and (y) all income, estate,
succession, inheritance, franchise and transfer taxes of Landlord; provided,
however, that if at any time during the Lease Term the present system of ad
valorem taxation of real property shall be changed so that a capital levy,
franchise, income, profits, sales, rental, use and occupancy, or other tax or
charge shall (i)



 6
 









in
whole or in part be substituted for such ad valorem tax or (ii) be imposed
solely on or with respect to real property or the income generated thereby,
and, in either case, be levied against, or be payable by, Landlord with respect
to the Premises or any portion thereof, such tax or charge shall be included in
the term “Taxes” for the purposes of this Article, but only to the extent that
the same would be payable if the Property were the only property of Landlord.


4.2                    Payment of Taxes. Beginning on the Rent Commencement Date,
Tenant shall pay to Landlord for each Tax Year, as Additional Rent, an amount
equal to Tenant’s Proportionate Share of the Taxes. Such amount shall be
apportioned (a) to account for any adjustment in Tenant’s Proportionate Share
during any Tax Year, and (b) for any partial Tax Year that falls in any portion
of the Lease Term. Estimated payments by Tenant on account of Taxes shall be
made on the first day of each and every calendar month during the term of this
Lease, in the fashion herein provided for the payment of Fixed Rent. Promptly
after receipt by Landlord of bills for such Taxes, Landlord shall provide
copies of such bills to Tenant along with Landlord’s allocation of the Taxes
and Landlord’s computation of Tenant’s payment on account thereof. If estimated
payments theretofore made by Tenant for the Tax Year covered by such bills
exceed the required payment on account thereof for such Tax Year, Landlord
shall within thirty (30) days after Landlord’s delivery to Tenant of such bills
refund such overpayment to Tenant (less any amount then owed to Landlord by
Tenant under this Lease, in which case Landlord promptly shall notify Tenant of
such offset ); but if the required payments on account thereof for such Tax
Year are greater than estimated payments theretofore made on account thereof
for such Tax Year, Tenant shall pay the difference to Landlord within thirty
(30) days after being so advised by Landlord, and the obligation to make such
refund or payment for any period within the Lease Term shall survive expiration
of the Lease Term. Except for the foregoing reconciliation on account of Taxes
for Tenant’s estimated payments, Tenant shall not be liable to Landlord to pay
any Taxes first billed to Tenant by Landlord more than one year after the end
of the fiscal year in which Landlord received a final bill therefor.


4.3                    Refund Sharing. If Landlord shall receive any refund or
reimbursement of Taxes of which Tenant paid a share under this Lease, then out
of any balance remaining thereof after deducting Landlord’s reasonable expenses
in obtaining such refund or reimbursement not previously included in such Taxes
as provided above, Landlord shall pay to Tenant, a portion of such refund or
reimbursement or sum in lieu thereof (apportioned if such refund or
reimbursement is for a Tax Year a portion of which falls outside the applicable
Lease Term) that bears the same proportion to the entire refund or
reimbursement as the portion of Taxes (as to which the refund or reimbursement
was obtained) paid by Tenant bears to the entire amount of such Taxes.


4.4                    Abatement
Initiated by Tenant. Tenant may from time to time (but not more frequently
than once a year) request that a real estate tax abatement be sought on the tax
parcel(s) on which the Premises and the Land are located, whereupon Landlord
shall either (a) prosecute a contest of the tax and assessment basis of such
tax parcel(s) and the taxes and assessment levied thereon, or (b) permit Tenant
to contest on behalf of Landlord the tax and assessment basis of the tax
parcel(s) on which the Premises and the Land are located and the taxes and
assessments levied thereon. In the event Landlord makes the election described
in clause (b) above and Tenant performs such contest, then Tenant (i) shall pay
all costs and expenses in connection therewith, (ii) shall keep Landlord
informed about the status of such contest, and (iii) shall indemnify and hold
Landlord harmless from any and all costs, claims and liabilities relating thereto,
provided that if Tenant is successful in obtaining a real estate tax abatement,
Tenant shall be entitled to reimbursement from the abatement proceeds of its
reasonable costs and expenses in connection with obtaining such abatement.
Tenant shall not settle any tax abatement proceeding without the prior consent
of Landlord, which shall not be unreasonably withheld or delayed. Furthermore,
Tenant shall post with the applicable governmental authority any and all
necessary bonds or deposits or similar security required by such authority so
that Landlord’s interests shall not be jeopardized by reason of such



 7
 









contest by Tenant.
Notwithstanding the foregoing, Landlord may refuse to permit or undertake any
contest requested by Tenant as provided in this Section, so long as Landlord
has a reasonable basis for doing so and promptly notifies Tenant thereof.
Without limiting the generality of the foregoing: (x) the filing of a
subdivision plan or the request for zoning relief or approvals, whether site
plan approval, special permit or otherwise, shall be a reasonable basis for
Landlord to refuse to permit or undertake any such contest; and (y) at any time
when an Event of Default has occurred and remains outstanding, Landlord may
refuse to permit or undertake any contest requested by Tenant or may require
Tenant to terminate any contest then underway, and in such event, Tenant agrees
to terminate any such ongoing contest.


5.                         OPERATING
EXPENSES.


5.1                    Payment of
Operating Expenses; Definitions. Beginning on the Rent Commencement Date,
Tenant shall pay to Landlord, as Additional Rent, Tenant’s Proportionate Share
of Operating Expenses (as hereinafter defined) in accordance with Section 5.
The amounts due from Tenant under Section 5 are collectively referred to as “Tenant’s Proportionate Share of Operating Expenses”.  Payments by Tenant on account of Tenant’s
Proportionate Share of Operating Expenses shall be made monthly at the time and
in the fashion herein provided for the payment of Fixed Rent. The amount so to
be paid to Landlord shall be an amount from time to time reasonably estimated
by Landlord to be sufficient to aggregate a sum equal to Tenant’s Proportionate
Share of Operating Expenses for each calendar year. Operating Expenses for any
partial calendar year at the beginning or end of the Lease Term shall be
prorated.


5.2                    Certain
Definitions.


(a)                      “Building Operating Expenses” means,
without duplicating any cost included in Land Operating Expenses (as
hereinafter defined), to the extent not borne directly by Tenant under this
Lease, Landlord’s cost of operating and maintaining the Building, which shall
include, without limitation: the cost of premiums for all insurance carried by
Landlord on the Building, or in connection with the use and occupancy thereof,
including but not limited to all risk, general liability, excess liability,
rent loss (including extended rent loss coverage), boiler and equipment, flood
and earthquake; the reasonable amount of any deductible from any insurance
claim of Landlord (but only in the event of an actual claim paid and settled);
commercially reasonable compensation, fringe benefits, worker’s compensation
insurance premiums and payroll taxes paid to, for or with respect to all
persons directly engaged in managing the Building; the cost of steam, water,
sewer, gas, oil and electricity, and other utility charges, excluding such
utility charges separately chargeable to tenants, whether for additional or
special services or otherwise; the cost of security and fire protection
services, if any; the cost of property level accounting; costs of compliance
with any Legal Requirements (as hereinafter defined) enacted after the Lease
Commencement Date applicable to improvements to the Building, provided,
however, that any such cost that constitutes a capital expenditure shall be
subject to the amortization requirements applicable to Ordinary Capital
Improvements (as hereinafter defined); and other commercially reasonable
expenses paid in connection with the Building and not related to operation,
cleaning, maintenance or repair thereof that are the obligation of Tenant under
this Lease.


(b)                     “Land Operating Expenses” means, without
duplicating any cost included in Building Operating Expenses, Landlord’s cost
of operating and maintaining the Land, which shall include, without limitation:
premiums for all general liability and excess liability insurance carried by
Landlord on the Land; operational, maintenance and repair costs of easements
benefiting the Land (including the cost of operation, maintenance and repair of
any water loop providing fire protection to the Premises); costs of compliance
with any Legal Requirements enacted after the Lease Commencement



 8
 









Date
applicable to improvements on the Land other than buildings (including the
Building), provided, however, that any such cost that constitutes a capital
expenditure shall be subject to the amortization requirements applicable to
Ordinary Capital Improvements; the reasonable amount deductible from any
insurance claim of Landlord (but only in the event of an actual claim paid and
settled); commercially reasonable compensation, fringe benefits, worker’s
compensation, insurance premiums and payroll taxes paid to, for or with respect
to all persons directly engaged in operating or maintaining the Land; the cost
of landscaping; the cost of maintenance; water, electricity, and other utility
charges, excluding such utility charges separately chargeable to tenants,
whether for additional or special services or otherwise; the cost of
maintenance, repairs and replacements (other than repairs and replacements
reasonably collectible from contractors under guarantees); the cost of snow,
ice and sand removal; payments under service contracts with independent
contractors; the cost of any Ordinary Capital Improvements, provided that the
cost of any such Ordinary Capital Improvements shall be amortized over the
customary useful life of the improvement in question, together with interest on
the unamortized balance at a rate of ten percent (10%) per annum (the “Interest Rate”);  and other commercially reasonable expenses paid in connection
with operation or maintenance of the Land.


(c)                      “Ordinary Capital Improvement” means any
improvement which (i) is required to be made in order to cause the Building or
the Land to comply with any Legal Requirements enacted after the Lease
Commencement Date, or (ii) is a replacement or repair of existing improvements,
structures, systems or equipment necessary to keep the Common Areas in good
repair and working order, taking into account the intended life of the relevant
improvement, structure, system or equipment.


(d)                     The Building Operating Expenses and the Land
Operating Expenses are collectively referred to herein as the “Operating Expenses”.


(e)                      Notwithstanding the foregoing, Operating
Expenses:


(i)                         shall not
include any expense of further development of the Land, without limitation, any
costs of site work, demolition, constructing additions to any existing
buildings on the Property (including the Building), or new buildings on the
Property, or otherwise further developing or redeveloping the Property;


(ii)                      shall not
include any of the items specified in Exhibit
“D”;  and


(iii)                   shall be
subject to the limitations specified in Exhibit
“D”.


(f)                        With regard to any Operating Expenses that
are incurred in connection with any Building service or system that is
dedicated solely to servicing either (i) exclusively the laboratory uses in the
Premises, or (ii) the laboratory uses in the Premises collectively with other
laboratory uses being conducted within the Building (“Lab Dedicated Expenses”),  such
Lab Dedicated Expenses shall be equitably shared among all laboratory space
tenants in the Building benefiting from such service, with respective shares of
the Lab Dedicated Expenses being either (i) shared proportionally, based on the
square footage served thereby, if applicable (such as wherever usage is not
reasonably measurable by metering or other such measurement method), or (ii)
separately metered (any such metering to be at Landlord’s sole cost and expense)
for the various lab spaces being served thereby, but in any case equitably
allocated by Landlord to account for consumption or use of such service or
system resource.


5.3                    Estimated Payments. Annually, Landlord shall render to Tenant a
certified statement (such certification to include that the statement is (a)
accurate and complete and (b) prepared in accordance with the terms, covenants,
conditions, agreements and provisions of this Lease) in reasonable



 9
 









detail
showing for the preceding calendar year or fraction thereof, as the case may
be, the Operating Expenses and Tenant’s Proportionate Share of Operating
Expenses and prepared in accordance with Generally Accepted Accounting
Principles (“GAAP”) consistently
applied. The Landlord shall use diligent efforts to deliver the statement not
later than ninety (90) days after the end of each calendar year or fraction
thereof at the beginning or at the end of the Lease Term. Said statement to be
rendered to Tenant also shall show for the preceding calendar year or fraction
thereof, as the case may be, the amounts of Operating Expenses already paid by
Tenant. If at the time such statement is rendered it is determined with respect
to any calendar year that Tenant has paid (i) less than Tenant’s Proportionate
Share of Operating Expenses or (ii) more than Tenant’s Proportionate Share of
Operating Expenses, then, in the case of (i) Tenant shall pay to Landlord, as
Additional Rent, within thirty (30) days of such statement the amounts of such
underpayment and, in the case of (ii) Landlord shall refund such overpayment to
Tenant within thirty (30) days (less any amount then owed to Landlord by Tenant
under this Lease, in which case Landlord promptly shall notify Tenant of such
offset). The obligation to make such payment or refund for any partial calendar
year at the end of the Lease Term shall survive the Lease Term. In no event
shall Tenant be obligated to make any payment with respect to any Operating
Expense first billed to Tenant more than twelve (12) months after the end of
the calendar year in which the Operating Expense was incurred.


5.4                    Tenant’s
Right to Review. Tenant shall have the right to examine, copy and audit
Landlord’s books and records relating to Operating Expenses and the allocation
of expenses made by Landlord establishing Tenant’s Proportionate Share of
Operating Expenses for any calendar year for a period of twelve (12) months
following the date that Tenant receives the statement of Operating Expenses and
Tenant’s Proportionate Share of Operating Expenses for such year from Landlord.
Tenant shall give Landlord not less than thirty (30) days’ prior notice of its
intention to examine and audit such books and records, and such examination and
audit shall take place in the Greater Boston Area at a site mutually agreeable
to Landlord and Tenant. All costs of the examination and audit shall be borne
by Tenant; provided, however, that if such examination and audit establishes
that the actual Operating Expenses or the amount allocated to Tenant’s
Proportionate Share of Operating Expenses for the year in question are less
than the amount set forth as the annual Operating Expenses on the annual
statement delivered to Tenant by at least five percent (5%), then Landlord
shall pay the reasonable costs of such examination and audit. If, pursuant to
such examination and audit, the payments made for such year by Tenant exceed
Tenant’s required payment on account thereof for such calendar year, Landlord
shall promptly refund such overpayment. If the payments made by Tenant for such
year are less than Tenant’s required payment as established by the examination
and audit, Tenant shall pay the deficiency to Landlord within thirty (30) days
after conclusion of the examination and audit as well as Landlord’s
commercially reasonable out-of-pocket costs in connection with such examination
and audit. The obligation to make such payment or refund for any period within
the Lease Term shall survive expiration of the Lease Term. If Tenant does not
elect to exercise its right to examine and audit Landlord’s books and records
for any calendar year within the time period provided for by this paragraph,
Tenant shall have no further right to challenge Landlord’s statement of
Operating Expenses and Tenant’s Proportionate Share of Operating Expenses with
respect to that particular calendar year.


6.                         UTILITIES
AND OTHER SERVICES.


6.1                    Utilities.
Tenant shall pay, or cause to be paid, directly to the proper authorities
charged with the collection thereof, all charges for any utilities or services
directly metered to Tenant used or consumed in the Premises. For those
utilities not directly metered to Tenant, to the extent feasible, Landlord
shall either (at Landlord’s sole cost and expense) sub-meter such utility or
determine Tenant’s charge for the cost of such utility based on Tenant’s
Proportionate Share of such utility, and shall charge Tenant a utility charge
for such service, which such charge shall specifically not be included in the



 10
 









Operating Expenses. At
the start of the Lease Term, (a) electric service will be provided/charged to
Tenant through sub-meters installed by Landlord at Landlord’s expense; and (b)
natural gas service and hot and cold water supply will be provided/charged to
Tenant based on Tenant’s Proportionate Share of such utility as provided above.
For all utility charges Landlord will provide a full accounting of utility
charges for the whole Building service and any of the allocated or sub-metered
services under the whole Building service. Notwithstanding anything contained
in this Lease to the contrary, if (i) an interruption, suspension or stoppage
of an Essential Service (as hereinafter defined) shall occur, except any of the
same caused by the negligence or intentional acts of Tenant or Tenant’s
employees, contractors, agents or invitees, or any person claiming by, through
or under Tenant, or due to any Event of Casualty as provided for in Section 17
(any such interruption of an Essential Service being hereinafter referred to as
a “Service Interruption”), and
(ii) such Service Interruption occurs or continues as a result of the
negligence or intentional acts of Landlord or Landlord’s employees,
contractors, agents or representatives, and (iii) such Service Interruption
continues for more than five (5) consecutive Business Days (as hereinafter
defined) after Landlord shall have received notice thereof from Tenant, and
(iv) as a result of such Service Interruption, the conduct of Tenant’s normal
business operations in the Premises is materially and adversely affected, then
there shall be an abatement of one day’s Fixed Rent and Additional Rent for
each day during which such Service Interruption continues after such five (5)
consecutive Business Day period; provided, however, that if any part of the
Premises is reasonably useable for Tenant’s normal business operations or if
Tenant conducts all or any part of its operations in any portion of the
Premises notwithstanding such Service Interruption, then the amount of each
daily abatement of Fixed Rent and Additional Rent shall only be proportionate
to the nature and extent of the interruption of Tenant’s normal business
operations or ability to use the Premises. For purposes hereof, the term “Essential Service” shall mean each of the
following services: access to the Premises, electric service, natural gas
service, hot and cold water supply, sewer / septic service, and HVAC service
(to the extent controlled by Landlord).


6.2                    Water.
Landlord shall provide water for fire protection purposes to the Premises
during the Lease Term by means of the existing fire loop system and City of
Waltham hydrants located at the Property, as the same may be improved or
replaced from time to time. Landlord shall provide domestic hot and cold water
for the conduct of Tenant’s business, utilizing the existing domestic water
booster pumps, so that water pressure of between 80 – 100 pounds per square
inch is delivered to the Premises.


6.3                    Business
Days and Business Hours. “Business Days” means
Monday through Friday, excluding Saturdays, Sundays and federal or state legal
holidays. “Business Hours” means
8:00 a.m. to 6:00 p.m. on Business Days, and 9:00 a.m. to 1:00 p.m. on
Saturdays.


6.4                    Security.
Landlord shall provide on-site security services to the Building on a 24 hours
per day, 7 days per week, 52 weeks per year basis. Tenant shall have access to
the Premises and the parking facilities on a 24 hours per day, 7 days per week,
52 weeks per year basis, with after-hours access provided via an electronic
card access system.


6.5                    Cafeteria.
Landlord shall provide services to the existing cafeteria located in the Common
Areas of the Building (the “Cafeteria”)  (whether operated by Landlord or by an
independent contractor) for use by Tenant and other tenants and occupants in
the Building; provided, however, that if Landlord’s (or such contractor as
Landlord may employ) commercially reasonable operation of the Cafeteria is
sufficiently proven to Tenant to not be economically viable (i.e., incapable of
operating other than at a net loss), as may be confirmed by Tenant’s reasonable
review of Landlord’s books and operating records relating to the Cafeteria, at
Tenant’s election, then Landlord shall allow Tenant to either (i) elect to pay
to the Cafeteria operator, on a monthly basis, its pro rata share (based on a
fraction, the numerator of which would be the number of Tenant’s employees, and
the denominator of which would be the total number of employees of tenants in
the Building that have elected to participate in use of the Cafeteria (the



 11
 









“Cafeteria
Pro Rata Share”)) of the amount of money required each month
to permit the Cafeteria operator’s operation to break even; or (ii) elect not
to pay such amount, in which case Landlord shall be relieved of the obligation
to provide an operational Cafeteria. If Tenant elects to pay its Cafeteria Pro
Rata Share, then Landlord shall ensure that the Cafeteria remains operational
and in any such month when the Cafeteria operator requires payment of the
Cafeteria Pro Rata Share by Tenant (i.e., operates at a net loss), the Cafeteria
operator will provide Tenant with a written statement of income and expenses
for Tenant’s review, along with Tenant’s Cafeteria Pro Rata Share that is due.
Landlord agrees that it shall not permit the employees of any tenant of the
Building that does not elect to participate in using the Cafeteria to have
access to or use of the Cafeteria and the services provided there. Tenant may
elect at any time during the Lease Term to stop paying such Cafeteria Pro Rata
Share to the Cafeteria operator, at which such time Landlord shall be relieved
from any obligation to operate the Cafeteria. The operator of the Cafeteria
from time to time may modify the hours of operation, the menu or the method of
service; provided, however, that the Cafeteria will, at a minimum, be open on
Business Days for service of breakfast food from 7:30 a.m. to 9:30 a.m. and
service of lunch meals (the lunch menu consisting of at least one hot entree, a
cold cut bar and a salad bar each day) from 11:30 a.m. to 1:30 p.m. whenever
the Cafeteria is required to be operational during the Lease Term. Subject to
Landlord’s approval (such approval not to be unreasonably withheld, conditioned
or delayed) and reasonable rules and regulations, and the rights of others in
common thereto, Tenant shall have the right to use the Cafeteria for meetings
and other functions during those hours that the Cafeteria is not in operation
at no additional charge.


7.                          SECURITY DEPOSIT; LETTER OF CREDIT.


7.1                    Security
Deposit. Tenant shall maintain on deposit with Landlord the sum of
$3,823,990.00 (or such lower amount as specified for the Letter of Credit in
Section 7.2(a) below) as security (the “Security
Deposit”)  for the
faithful performance and observance by Tenant of the terms, covenants,
conditions, agreements and provisions of this Lease. It is agreed that in the
event Tenant defaults (beyond any applicable grace or cure period) in respect
of any of the terms, covenants, conditions, agreements or provisions of this
Lease, including, but not limited to, the payment of Fixed Rent and Additional
Rent, Landlord may use, apply or retain the whole or any part of the Security
Deposit to the extent required for the payment of Fixed Rent, Additional Rent
or any other sum as to which Tenant is in default or for any sum which Landlord
may expend or may be required to expend by reason of Tenant’s default in
respect of any of the terms, covenants, conditions, agreements and provisions
of this Lease, including, but not limited to, any damages or deficiency in the
reletting of the Premises, whether such damages or deficiency accrued before or
after summary proceedings or other re-entry by Landlord. In the event that
Tenant shall fully and faithfully comply with all of the terms, covenants,
conditions, agreements and provisions of this Lease, the Security Deposit shall
be returned to Tenant, without interest, within sixty (60) days after the date
fixed as the end of this Lease and after delivery of entire possession of the
Premises to Landlord. In the event of a sale of the Land and the Building,
Landlord shall have the right to either (i) transfer the Security Deposit to
Tenant and Landlord shall thereupon be released by Tenant from all liability
for the return of such Security Deposit, or (ii) transfer the Security Deposit
to the new landlord in which case Tenant agrees to look solely to the new
landlord for the return of said Security Deposit. Tenant further covenants that
it will not assign or encumber or attempt to assign or encumber the monies
deposited herein as the Security Deposit and that neither Landlord nor its
successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance.


In the event of
any bankruptcy or other insolvency proceeding against Tenant, it is agreed that
the Security Deposit held hereunder shall be deemed to be applied by Landlord
to Rent and other charges due to Landlord for the last month of the Lease Term
and each preceding month until such Security Deposit is fully applied.



 12
 









7.2                    Letter of
Credit.


(a)                      Letter of
Credit as Security Deposit. Simultaneously with the execution of this
Lease, and in lieu of a cash Security Deposit in the amount of $3,823,990.00,
Tenant shall deliver to Landlord (as beneficiary) a Letter of Credit (as
hereinbefore defined), a draft of which is attached hereto as Exhibit “I”,  in form and content satisfactory to Landlord in the amount of
$3,823,990.00. Provided that, at the time of the reduction of the Letter of
Credit as set forth below, Tenant is not in default (beyond any applicable
grace or cure period) of its obligation to pay any installment of Fixed Rent,
Additional Rent or any other sum payable by Tenant hereunder, the Letter of
Credit shall be (i) decreased to $3,505,324.17 on the one (1) year anniversary
of the Rent Commencement Date, (ii) decreased to $3,186,658.34 on the two (2)
year anniversary of the Rent Commencement Date, (iii) decreased to
$2,867,992.51 on the three (3) year anniversary of the Rent Commencement Date,
(iv) decreased to $2,549,326.68 on the four (4) year anniversary of the Rent
Commencement Date, (v) decreased to $2,230,660.85 on the five (5) year
anniversary of the Rent Commencement Date, (vi) decreased to $1,911,995.02 on
the six (6) year anniversary of the Rent Commencement Date, (vii) decreased to
$1,593,329.19 on the seven (7) year anniversary of the Rent Commencement Date,
and (viii) decreased to $1,274,663.36 on the eight (8) year anniversary of the
Rent Commencement Date, which $1,274,663.36 shall become the new Security
Deposit / Letter of Credit required under this Lease for the balance of the
Lease Term and any extensions or renewals thereof.


(b)                     Requirements
of Letter of Credit. The Letter of Credit shall be, among other things: (i)
irrevocable and unconditional; (ii) in the amount of $3,823,990.00 (or such
lower amount as specified for the Letter of Credit in Section 7.2(a) above);
(iii) conditioned for payment solely upon presentation of the Letter of Credit
and a sight draft, which Letter of Credit shall contain one of the two
statements set forth below:


“This drawing in the
amount of $                    
[specify amount] represents funds due under that certain Lease Agreement (the “Lease”)
by and between Intercontinental Fund III 830 Winter Street, LLC
(Landlord/Beneficiary) and ImmunoGen, Inc. (Tenant/Applicant) dated July    ,
2007 with respect to the property located at 830 Winter Street, Waltham,
Massachusetts 02451. We hereby certify that Tenant/Applicant is in default
of the terms of the Lease (beyond any applicable grace or cure period).” or


“This Irrevocable Standby
Letter of Credit is scheduled to expire less than thirty (30) days from the
date hereof and Tenant/Applicant, which still has outstanding obligations to
Landlord/Beneficiary, has failed to deliver a renewal or replacement Letter of
Credit acceptable to Landlord/Beneficiary as required per the terms of the
Lease.”


and (iv) transferable one
or more times by Landlord without the consent of Tenant.


(c)                      Transfer
Fee. Landlord acknowledges and agrees that it shall pay any and all costs
or fees charged in connection with the Letter of Credit that arise due to: (i)
Landlord’s sale or transfer of all or a portion of the Building; or (ii) the
addition, deletion or modification of any beneficiaries under the Letter of
Credit.


(d)                     Issuing Bank.
The Letter of Credit shall be issued by a commercial bank, trust company or
national banking association, which has outstanding, unsecured, uninsured and
unguaranteed indebtedness, or shall have issued a letter of credit or other
credit facility that constitutes the primary security for an outstanding
indebtedness (which is otherwise uninsured and unguaranteed), that is then (and
thereafter continues to be) rated, without regard to qualification of such
rating by symbols such as



 13
 









“+”
or “-” or numerical notation “A” or better by Moody’s Investment Service (or
its successor) and “A” or better by Standard & Poor’s Ratings Service (or
its successor) (and is not on credit-watch or similar credit review with
negative implication), and has combined capital, surplus and undivided profits
of not less than $1,000,000,000.00 In the event the issuer of the Letter of
Credit is downgraded so that it no longer satisfies the rating requirements set
forth in this Section 7.2 (d), Landlord shall have the right to require Tenant
to procure a replacement Letter of Credit from an issuer that satisfies the
rating requirements of this Section 7.2 (d) within fifteen (15) Business Days
after Landlord notifies Tenant of such requirement; provided that Landlord
shall cooperate with Tenant in exchanging the existing Letter of Credit for the
new Letter of Credit so that Tenant is not required to have two Letters of
Credit outstanding simultaneously. Landlord hereby approves of Tenant’s
selection of Bank of America, N.A. as the issuer of the Letter of Credit
provided that it satisfies (and continues to satisfy) the rating requirements
set forth in this Section 7.2 (d).


(e)                      Expiration
of Letter of Credit. The Letter of Credit shall expire not earlier than
twelve (12) months after the date of delivery thereof to Landlord and shall
provide that same shall be automatically renewed for successive twelve (12)
month periods through a date which is not earlier than sixty (60) days after
the expiration date of this Lease, or any extensions or renewals thereof,
unless written notice of nonrenewal has been given by the issuing bank to
Landlord in accordance with Section 31 below not less than sixty (60) days
prior to the expiration of the current period. If the issuing bank does not
renew the Letter of Credit, and if Tenant does not deliver a substitute Letter
of Credit at least thirty (30) days prior to the expiration of the current
period, then, in addition to its rights granted under Section 7.1 above,
Landlord shall have the right to draw on the existing Letter of Credit.


(f)                        Draws. Landlord may use, apply or retain the proceeds of the Letter of
Credit to the same extent that Landlord may use, apply or retain the cash
Security Deposit, as set forth in Section 7.1 above. Landlord may draw on the Letter
of Credit, in whole or in part, from time to time, at Landlord’s election. If
Landlord partially draws down the Letter of Credit, Tenant shall, within ten
(10) Business Days after Landlord gives Tenant notice thereof, restore all
amounts drawn by Landlord, or substitute cash security instead.


(g)                     Cooperation by Tenant. Tenant hereby agrees to cooperate, at its
expense (except as set forth in Section 7.2 (c)), with Landlord to promptly
execute and deliver to Landlord any and all modifications, amendments, and
replacements of the Letter of Credit, as Landlord may reasonably request to
carry out the terms and conditions of Section 7.2.


8.                         USE OF
PREMISES. Except as otherwise set forth in this Lease, Tenant acknowledges
and agrees that Landlord makes no representations
as to the present or future legally permissible uses of the Premises. Tenant
shall, at its sole cost and expense, promptly apply for and obtain all licenses
and permits from time to time required to enable Tenant to conduct its business
under this Lease. No failure of Tenant to obtain or to maintain any such
licenses and permits (or extensions or renewals thereof) shall release Tenant
from the faithful performance and observance by Tenant of the terms, covenants,
conditions, agreements and provisions of this Lease.


8.1                    Permitted Uses. Tenant covenants and agrees to use and
occupy the Premises only for general, administrative and executive offices,
research and development, laboratory uses (including, without limitation,
animal testing), and other customary uses accessory to the foregoing (the “Permitted Uses”). Tenant shall use and
occupy the Premises only for the Permitted Uses and shall not use or occupy the
Premises for any other purpose without Landlord’s prior written consent.



 14
 









8.2                    Prohibited Uses. Notwithstanding the provisions of Section
8.1 above, Tenant shall not use the Premises or allow the Premises to be used
(a) so as to violate any of the terms, covenants, conditions, agreements and
provisions of this Lease; (b) for any illegal purpose; (c) which, in the
reasonable judgment of Landlord (taking into account the use of the Building as
an office and laboratory facility and the Permitted Uses), shall (i)
impair the appearance or reputation of the Building as a first-class office and
laboratory facility, or (ii) overload, impair, interfere with or otherwise
diminish the quality of any of the Building systems or services, or (iii) place
any loads upon the floors, walls or ceiling which endanger the Building
structure, or (iv) use any machinery or equipment in the Premises or the
Building which causes excessive noise or vibration, or (v) cause any unusual,
objectionable or harmful emissions or odors to emanate from the Premises, or
(vi) place any harmful fluids or other materials in the drainage system of the
Building, or (vii) cause any waste materials or refuse to be disposed of or
permitted to remain outside of the Premises except in trash containers placed
inside exterior enclosures designated by Landlord for that purpose, or (d) so
as to constitute a private or public nuisance, or unreasonably disturb other
occupants of the Building in a manner and to a degree that is inconsistent with
the Permitted Uses hereunder (collectively, the “Prohibited Uses”).


8.3                    Hazardous Materials.


(a)                      Hazardous Materials. Tenant agrees not to generate, store or use
any Hazardous Materials (as hereinafter defined) on or about the Premises,
except such Hazardous Materials in such amounts (i) customarily used by Tenant
in connection with its Permitted Uses, (ii) customarily used in connection with
providing janitorial services to the Premises, and (iii) in both cases, limited
to Tenant’s proportionate share of Hazardous Materials (“Tenant’s Proportionate Share of Hazardous Materials”)  as defined in Section 8.3 (d) below, and
in compliance with the Massachusetts State Building Code (780 C.M.R.) and any
applicable Legal Requirements. Tenant agrees to provide Landlord with
electronic access to copies of all Material Safety Data Sheets (“MSDS”) for Hazardous Materials used at the
commencement of the Lease Term and to provide electronic access to copies of
MSDS upon the introduction of any new Hazardous Materials. Tenant also agrees
not to release or permit any Tenant Responsible Parties (as hereinafter
defined) to release any Hazardous Materials in the Premises in violation of or
that requires reporting under any Environmental Law, and not to dispose of
Hazardous Materials (a) in the Premises or (b) from the Property to any other
location except a properly approved disposal facility and then only in
compliance with any and all Environmental Laws regulating such activity, nor
permit any occupant of the Premises to do so. In accordance with Section 9
below, Tenant shall indemnify, defend, and hold harmless Landlord, and the holder
of any mortgage on the Premises or any larger parcel of land of which the
Premises may be a part, from and against any claim, cost, expense, liability,
loss, obligation or damage, including, without limitation, reasonable attorney’s
fees and the cost of litigation, arising from or relating to the breach by
Tenant or anyone claiming by, through or under Tenant of the provisions of this
Section 8.3 (a), and shall immediately discharge or cause to be discharged any
lien imposed upon the Premises or any larger parcel of land of which the
Premises may be a part in connection with any such claim. For purposes of this
Lease, “Hazardous Materials” shall
mean any substance regulated under any Environmental Law, including those
substances defined in 42 U.S.C. Sec. 9601(14) or any related or applicable
federal, state or local statute, law, regulation, or ordinance, pollutants of
contaminants (as defined in 42 U.S.C. Sec. 9601(33), petroleum (including crude
oil or any fraction thereof), any form of natural or synthetic gas, sludge (as
defined in 42 U.S.C. Sec. 6903(26A), radioactive substances, hazardous waste
(as defined in 42 U.S.C. Sec. 6903(27)) and any other hazardous wastes,
hazardous substances, contaminants, pollutants or materials as defined,
regulated or described in any of the Environmental Laws. As used in this Lease,
“Environmental Laws” means all
federal, state and local laws relating to the protection of the environment or
health and safety, and any rule or regulation promulgated thereunder and any order,
standard, interim regulation, moratorium, policy or guideline of or pertaining
to any federal, state or local government, department or agency, including but



 15
 









not
limited to the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended (“CERCLA”),
the Superfund Amendments and Reauthorization Act of 1986 (“SARA”), the Clean Water Act, the Clean
Air Act, the Toxic Substances Control Act, the Occupational Safety and Health
Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Marine
Protection, Research, and Sanctuaries Act, the National Environmental Policy
Act, the Noise Control Act, the Safe Drinking Water Act, the Resource
Conservation and Recovery Act (“RCRA”),
as amended, the Hazardous Material Transportation Act, the Refuse Act, the
Uranium Mill Tailings Radiation Control Act and the Atomic Energy Act and
regulations of the Nuclear Regulatory Agency, Massachusetts General Laws
Chapters 21C and 21E and any other state and local counterparts or related
statutes, laws, regulations, and order and treaties of the United States.


(b)                     Environmental Assessments. Tenant shall permit Landlord and Landlord’s
employees, contractors, agents and representatives (including, without
limitation, legal counsel and environmental engineers and consultants) access
to the Premises during the Lease Term at a mutually agreed upon time such that
Landlord’s visit will not unreasonably disturb Tenant’s lab conditions;
provided, however, that such access will not occur more than five (5) Business
Days after Landlord’s notice to Tenant requesting access to the Premises for
purposes of conducting environmental assessments. Landlord shall permit Tenant
or Tenant’s representatives to be present during any such assessment,
investigation and sampling. Landlord shall avoid materially interfering with
Tenant’s use of the Premises, and upon completion of Landlord’s assessment,
investigation and sampling, shall substantially repair and restore the affected
areas of the Premises from any damage caused by the assessment to the condition
existing prior thereto. Such assessment shall be at Landlord’s expense;
provided, however, that if the assessment shows that a release of Hazardous
Materials by Tenant in violation of this Lease has occurred, then Landlord’s
commercially reasonable out-of-pocket costs and expenses relating to such
assessment shall be reimbursed by Tenant. Landlord shall permit Tenant or
Tenant’s representatives to be present during any test conducted as part of
such assessment. If Landlord takes any samples from the Property in connection
with any such assessment, Landlord shall give Tenant reasonable prior notice
thereof and Tenant shall be permitted to take split samples, and, if Tenant so
requests, Landlord shall provide to Tenant a portion of any sample being tested
to allow Tenant, if Tenant so chooses, to perform its own testing. Landlord
agrees that it shall disclose any of Tenant’s proprietary information in
connection with the testing only to those entities and individuals necessary to
conduct the environmental assessments.


(c)                      Tenant’s Obligation to Remediate. Tenant shall investigate, assess, monitor
and report as required by applicable Environmental Law, at Tenant’s sole cost
and expense, any release of Hazardous Materials required to be reported under
any Environmental Law that arises out of the use, operation, or occupancy of
the Premises or the Property by Tenant or any Tenant Responsible Parties during
the Lease Term and any further period during which Tenant or any Tenant Responsible
Party retains use, operation or occupancy of the Premises (a “Tenant’s Release”).  Further, Tenant shall remediate, in
compliance with applicable Environmental Laws, at Tenant’s sole cost and
expense, any Tenant’s Release requiring Response Action (as defined in 310
C.M.R. 40.0000). Tenant shall submit to Landlord for Landlord’s prior approval
a work plan outlining in reasonable detail any Response Action, remedial work,
excavation, treatment, drilling, pumping, site restoration, monitoring or any other
similar action (the “Remedial Work”)  to be performed by Tenant hereunder (the “Remedial Work Plan”).  Landlord shall not unreasonably withhold
or delay its approval of such Remedial Work Plan if (i) it complies with all
applicable Environmental Laws; and (ii) the Remedial Work outlined therein
reasonably appears sufficient to remediate the releases to the level provided
for in this Section. If Tenant is obligated to remediate a Tenant’s Release
under this Lease, Tenant shall be obligated to remediate Tenant’s Release in
accordance with all Legal Requirements and Environmental Laws, and to the
condition existing prior thereto. Tenant shall make available to Landlord
copies of drafts of any submittals to governmental



 16
 









authorities
in connection with the Remedial Work for Landlord’s review and comment at least
seven (7) days prior to such submittal, and Tenant shall consider in good faith
and incorporate as Tenant reasonably deems appropriate Landlord’s comments
thereon. Tenant shall sign any manifests or other documents as the waste
generator for any Hazardous Materials it disposes of or sends off site or
otherwise arising from a Tenant’s Release. This Section 8.3 (c) shall survive
the Lease Term and shall be subject to the provisions of Section 9. Tenant’s remediation
obligation set forth in this Section 8.3 (c) shall not limit Landlord’s right
to damages, if any, which Landlord may incur due to any unremediated Hazardous
Materials resulting from a Tenant’s Release.


(d)                     Tenant’s Proportionate Share of Hazardous
Materials.


(i)                         Basement. Tenant acknowledges that there are
presently three (3) control areas (“Basement
Control Areas”) in the Basement of the Building. Presently, one (1)
Basement Control Area is assigned to Praecis Pharmaceuticals Incorporated, who
occupies 1,781 rentable square feet in the Basement, and the remaining two (2)
Basement Control Areas shall be shared by all tenants (including Tenant
hereunder) occupying the remaining 2,211 rentable square feet in the Basement.
Tenant shall be entitled to maintain Tenant’s Proportionate Share of Hazardous
Materials of the remaining Basement Control Areas, which shall mean 59.11%,
which is a fraction, the numerator of which shall be 1,307 rentable square feet
(representing Tenant’s Basement Premises) and the denominator of which shall be
2,211 rentable square feet (representing the total rentable area of the
Basement minus Praecis Pharmaceuticals Incorporated’s Basement Premises).


(ii)                      First Floor. Tenant acknowledges that there are presently four (4) control areas (“First Floor Control Areas”) on the First
Floor of the Building. Presently, one (1) First Floor Control Area is assigned
to Praecis Pharmaceuticals Incorporated, who occupies the West Wing of the
First Floor, and the remaining three (3) First Floor Control Areas shall be
shared by all tenants (including Tenant hereunder) occupying the South and East
Wings of the First Floor. Tenant shall be entitled to maintain Tenant’s
Proportionate Share of Hazardous Materials of the remaining First Floor Control
Areas, which shall mean 100.00%, which is a fraction, the numerator of which
shall be 34,986 rentable square feet (representing Tenant’s First Floor
Premises) and the denominator of which shall be 34,986 rentable square feet
(representing the total rentable area of the South and East Wings of the First
Floor).


(iii)                   Second Floor. Tenant acknowledges that there are
presently three (3) control areas (“Second
Floor Control Areas”) on the Second Floor of the Building.
Presently, one (1) Second Floor Control Area is assigned to Praecis
Pharmaceuticals Incorporated, who occupies the West Wing of the Second Floor,
and the remaining two (2) Second Floor Control Areas shall be shared by all
tenants (including Tenant hereunder) occupying the South and East Wings of the
Second Floor. Tenant shall be entitled to maintain Tenant’s Proportionate Share
of Hazardous Materials of the remaining Second Floor Control Areas, which shall
mean 100.00%, which is a fraction, the numerator of which shall be 38,511
rentable square feet (representing Tenant’s Second Floor Premises) and the
denominator of which shall be 38,511 rentable square feet (representing the
total rentable area of the South and East Wings of the Second Floor).


(iv)                  Third Floor. Tenant acknowledges that there are presently two (2) control areas (“Third Floor Control Areas”) on the Third
Floor of the Building. Presently, one (1) Third Floor Control Area is assigned
to Praecis Pharmaceuticals Incorporated, who occupies the West Wing of the
Third Floor, and the remaining one (1) Third Floor Control Area shall be shared
by all tenants (including Tenant hereunder) occupying the South and East Wings
of the Third Floor. Tenant shall be entitled to maintain Tenant’s Proportionate
Share of Hazardous Materials of the remaining Third



 17
 









Floor
Control Area, which shall mean 36.22%, which is a fraction, the numerator of
which shall be 14,126 rentable square feet (representing Tenant’s Third Floor
Premises) and the denominator of which shall be 38,997 rentable square feet
(representing the total rentable area of the South and East Wings of the Third
Floor).


8.4                    Compliance with Legal and Insurance
Requirements.


(a)                      Legal Requirements. Tenant, at Tenant’s sole cost and expense,
agrees to comply with any and all Legal Requirements applicable to the use,
operation or occupancy of the Premises by Tenant or Tenant’s employees,
contractors, agents, invitees or others for whom Tenant is legally responsible
(collectively, with Tenant, “Tenant
Responsible Parties”) or
any Alterations made by or on behalf of Tenant or any Tenant Responsible
Parties, and to provide Landlord with a copy of any notice alleging violation
of any such Legal Requirement given to Tenant by any governmental authority or
third party; except that Tenant may defer compliance so long as the validity of
any such Legal Requirement shall be contested by Tenant in good faith and by
appropriate legal proceedings, if such contest would not subject Landlord to
any possible civil or criminal penalties and such consent would not place Landlord
in default under any mortgage applicable to the Premises, and if Tenant first
gives Landlord appropriate assurance in Landlord’s reasonable judgment against
any loss, cost or expense on account thereof. If any present or future Legal
Requirement requires any licenses or permits for Tenant’s or any Tenant
Responsible Party’s particular use, operation and occupancy of the Premises,
Tenant will obtain and maintain such licenses and permits at Tenant’s own
expense, and, upon Landlord’s request, will promptly provide copies to Landlord
of all such licenses and permits. If any Legal Requirement requires any
Alterations to the Premises, Tenant shall make all such Alterations at its sole
cost and expense and in compliance with the terms hereof. Notwithstanding the
foregoing, Tenant shall not be required to make any improvements which would be
considered Ordinary Capital Improvements or any structural Alterations to the
Premises unless the same result from (i) Tenant’s particular use of the
Premises, or (ii) Alterations to the Premises made by or on behalf of Tenant or
any Tenant Responsible Parties.


(b)                     Insurance Requirements. Tenant shall not do anything, or permit
anything to be done, in or about the Premises that would: (i) invalidate or be
in conflict with the provisions of or cause any increase in the applicable
rates for any fire or other insurance policies covering the Building or any
property located therein (unless Tenant pays for such increased costs), (ii)
result in a refusal by fire insurance companies of good standing to insure the
Building or any such property in amounts reasonably satisfactory to Landlord
(which amounts shall be comparable to the amounts required by comparable
landlords of comparable buildings), or (iii) result in the cancellation of any
policy of insurance maintained by or for the benefit of Landlord. Tenant, at
Tenant’s expense, shall comply with all rules, orders, regulations or
requirements of the American Insurance Association (formerly the National Board
of Fire Underwriters) and with any similar body that shall hereafter perform
the function of such Association.


9.                         INDEMNIFICATION. Tenant covenants and agrees to exonerate, indemnify, defend, protect
and save Landlord, Landlord’s managing agent and Landlord’s mortgagee (if any)
(collectively, with Landlord, “Landlord
Parties”) harmless
from and against any and all claims, demands, expenses, losses, suits and
damages as may be occasioned by reason of (i) any accident, injury or damage
occurring in or about the Premises causing injury to persons or damage to
property (including, without limitation, the Premises) unless such accident,
injury or damage results from the negligence or otherwise tortious act of
Landlord or Landlord Parties, or Landlord’s other employees or contractors; and
(ii) the failure of Tenant to fully and faithfully perform the obligations and
observe the conditions of this Lease.



 18
 









10.                  CONSTRUCTION.


10.1              Landlord’s Work.


(a)                      Base Building Specifications. Landlord, at Landlord’s sole cost and
expense, shall perform the base building work (“Landlord’s
Work”) specified in
the “Base Building Specifications”, attached hereto as Exhibit “J”. The Base Building Specifications shall include any items listed
in the column labeled “Owner” in the Scope Allocation Matrix included in the “Tenant Design Manual”, attached hereto as Exhibit “K”. Subject to delays due to governmental regulation, unusual
scarcity of or inability to obtain labor or materials, labor difficulties,
casualty or other causes reasonably beyond Landlord’s control (collectively, “Landlord’s Force Majeure”) and Tenant Delay (as hereinafter
defined), Landlord shall use reasonable care and diligence to complete Landlord’s
Work as quickly and efficiently as possible, but Tenant shall have no claim
against Landlord for failure to complete Landlord’s Work; provided, however,
that if Landlord does not Substantially Complete (as hereinafter defined)
Landlord’s Work on or before March 1, 2008 (“Landlord’s
Outside Completion Date”) (except
for delays due to Landlord’s Force Majeure or Tenant Delay), then the Rent
Commencement Date shall be extended one day for each day beyond Landlord’s
Outside Completion Date until Landlord’s Work is Substantially Complete.


(b)                     Substantial Completion of Landlord’s Work. Landlord’s Work shall be deemed “Substantially Complete” when Landlord’s
architect certifies that Landlord’s Work has been completed (Punchlist Items
excepted) in accordance with the Base Building Specifications, attached hereto
as Exhibit “J”.


(c)                      Tenant Delay. A “Tenant
Delay” shall be defined as any act or omission by Tenant, or any
employee, agent, representative, consultant, contractor or subcontractor of
Tenant, which causes an actual delay in the performance of Landlord’s Work.
Notwithstanding the foregoing, no event shall be deemed to be a Tenant Delay
until and unless Landlord has given Tenant written notice (the “Tenant Delay Notice”) advising Tenant: (i) that a Tenant
Delay is occurring, (ii) of the basis on which Landlord has determined that a
Tenant Delay is occurring, and (iii) the actions which Landlord believes that
Tenant must take to eliminate such Tenant Delay and Tenant has failed to
correct Tenant Delay specified in Tenant Delay Notice within forty-eight (48)
hours following receipt of Tenant Delay Notice (unless, if such Tenant Delay
cannot be cured within said forty-eight (48) hours, Tenant has taken steps
within said forty-eight (48) hours to correct the Tenant Delay, and diligently
completes the same in a reasonable period). No period of time prior to the
expiration of the cure period shall be included in the period of time charged
to Tenant pursuant to such Tenant Delay Notice.


(d)                     Landlord Delay. A “Landlord
Delay” shall be defined as any act or omission by Landlord, or any
employee, agent, representative, consultant, contractor or subcontractor of
Landlord, which causes an actual delay in the performance of Tenant’s Work.
Notwithstanding the foregoing, no event shall be deemed to be a Landlord Delay
until and unless Tenant has given Landlord written notice (the “Landlord Delay Notice”) advising Landlord: (i) that a
Landlord Delay is occurring, (ii) of the basis on which Tenant has determined
that a Landlord Delay is occurring, and (iii) the actions which Tenant believes
that Landlord must take to eliminate such Landlord Delay and Landlord has
failed to correct Landlord Delay specified in Landlord Delay Notice within
forty-eight (48) hours following receipt of Landlord Delay Notice (unless, if
such Landlord Delay cannot be cured within said forty-eight (48) hours,
Landlord has taken steps within said forty-eight (48) hours to correct the
Landlord Delay, and diligently completes the same in a reasonable period). No
period of time prior to expiration of the cure period shall be included in the
period of time charged to Landlord pursuant to such Landlord Delay Notice.


(e)                      Repair of
Defective Work. Landlord agrees that it shall, without cost to Tenant,
correct any portion of Landlord’s Work which is found not to be in accordance
with the requirements set



 19
 









forth in Section 10.3
(unless Tenant has previously given Landlord a written acceptance of such
condition); provided, however, that Tenant gives Landlord written notice of
such condition in accordance with the provisions of Section 31 promptly after
it becomes aware of such condition. The provisions of this Section 10.1 (e)
shall not relieve Landlord of any obligation which Landlord has to perform
maintenance or make repairs pursuant to Section 13 of this Lease.


(f)                        Punchlist
Items. Promptly following delivery of the Premises to Tenant with Landlord’s
Work with respect thereto Substantially Complete, Landlord, Tenant and their
respective Construction Representatives shall inspect the Premises and mutually
prepare a list of outstanding items which need to be completed to make Landlord’s
Work comply with the Base Building Specifications (“Punchlist Items”). Landlord
shall use good faith to complete all Punchlist Items within sixty (60) days of
the date of the Punchlist. If Landlord fails to complete any Punchlist Items as
a result of Landlord’s Force Majeure or Tenant Delay, Landlord shall have such
additional time as is reasonably necessary to complete the delayed Punchlist
Items.


10.2            Tenant’s
Work.


(a)                      Tenant
Plans. In connection with the performance of the work necessary to prepare
the Premises for Tenant’s occupancy (“Tenant’s
Work”),  Tenant, at
Tenant’s sole cost and expense, shall submit to Landlord for Landlord’s
reasonable approval an initial set of permit plans sufficient to permit Tenant
to commence Tenant’s Work (the “Permit Plans”)  within sixty (60) days of the mutual
execution and delivery of this Lease (the “Lease
Date”)  (the “Permit Plans Delivery Date”)  and a full set of construction drawings
(the “Final Construction Drawings”)  for Tenant’s Work within sixty (60) days
of Landlord’s approval of the Permit Plans (the “Final Construction Drawings Delivery Date”).  The
Permit Plans and the Final Construction Drawings are collectively referred to
herein as the “Tenant Plans” and
are attached hereto as Exhibit “L”.  Landlord
hereby approves Tenant’s proposed plans (“Tenant’s
Proposed Plans”),  as shown on Exhibit “Q” attached hereto and made part
of hereof. Landlord’s approval of the Permit Plans and the Final Construction
Drawings (provided that the Permit Plans are consistent with Tenant’s Proposed
Plans and that the Final Construction Drawings are consistent with the Permit
Plans), shall not be unreasonably withheld, conditioned or delayed provided the
same comply with the requirements to avoid aesthetic or other conflicts with
the design and function of the balance of the Building. Landlord’s approval is
solely given for the benefit of Landlord under Section 10.2 and neither Tenant
nor any third party shall have the right to rely upon Landlord’s approval of the
Tenant Plans for any other purpose whatsoever. Without limiting the foregoing,
Tenant shall be responsible for all elements of the design of the Tenant Plans
(including, without limitation, compliance with law, functionality of design,
the structural integrity of the design, the configuration of the Premises and
the placement of Tenant’s furniture, fixtures and equipment), and Landlord’s
approval of the Tenant Plans shall in no event relieve Tenant of the
responsibility for such design. Landlord agrees to cooperate with Tenant and
sign any necessary permit applications required for Tenant’s Work. Landlord
agrees to use its best efforts to respond to any request for approval of the
Permit Plans, the Final Construction Drawings or any other request requiring
Landlord’s consent with respect to Tenant’s Work within five (5) Business Days
of receipt thereof. Landlord’s failure to respond to any such request within
seven (7) Business Days shall constitute a Landlord Delay.


(b)                     Commencement
of Tenant’s Work. Tenant shall use reasonable care and diligence to
complete Tenant’s Work as quickly and efficiently as possible.


(c)                      Substantial
Completion of Tenant’s Work. Tenant’s Work shall be deemed “Substantially Complete” when Tenant’s
architect certifies that Tenant’s Work has been completed (Punchlist Items
excepted) in accordance with the Tenant Plans, attached hereto as Exhibit “L”.



 20















(d)                     Cost of
Tenant’s Work; Priority of Work. Except for the Construction Allowance, as
set forth in Section 10.4, all of Tenant’s Work shall be performed at Tenant’s
sole cost and expense, and shall be performed in accordance with the provisions
of this Lease (including, without limitation, Sections 11 and 28). Tenant and
Landlord shall each take reasonable measures to ensure that Tenant’s
contractors and Landlord’s contractors cooperate in all commercially reasonable
ways with each other to avoid any delay in either Landlord’s Work or Tenant’s
Work or any conflict with the performance of either Landlord’s Work or Tenant’s
Work, Tenant acknowledging, however, that in the case of conflict that is not
reasonably avoidable, the performance of Landlord’s Work shall have priority.
Tenant shall reimburse Landlord, within thirty (30) days after demand therefor,
for any out-of-pocket expenses (including third-party charges) incurred by
Landlord in connection with the performance of Tenant’s Work. Tenant shall have
access to the Premises and the Building on a 24 hours per day, 7 days per week,
52 weeks per year basis in order to perform Tenant’s Work from and after the
Lease Commencement Date. Landlord and Tenant recognize that to the extent
Tenant elects to perform some or all of Tenant’s Work during times other than
normal construction hours, Landlord will need to make arrangements to have
supervisory personnel on site, Accordingly, Landlord and Tenant agree as
follows: Tenant shall give Landlord at least twenty-four (24) hours’ notice of
any time outside of normal construction hours (i.e., 7:00 a.m. to 5:00 p.m.,
Monday through Friday, excluding Saturdays, Sundays and federal or state legal
holidays) when Tenant intends to perform portions of Tenant’s Work (the “After-Hours Work”). If (i) Tenant performs
After-Hours Work, and (ii) such After-Hours Work involves access to
occupied tenant areas, the roof, Common Areas or structure of the Building
(including any of the Building systems or services), then Tenant shall reimburse
Landlord, within thirty (30) days after demand therefor, for the cost of
Landlord’s supervisory personnel overseeing the After-Hours Work at the rate of
$50.00 per hour.


10.3            Quality
and Performance of Work. All construction work required or permitted by
this Lease (whether constituting part of Landlord’s Work, Tenant’s Work or
Tenant’s Alterations) shall be done in a good and workmanlike manner by
contractors approved by Landlord and in compliance with the building rules and
regulations (“Building Rules and Regulations”)  and construction rules and regulations (“Construction Rules and Regulations”)  (collectively known and attached hereto as
Exhibit “F”),  all insurance requirements of this Lease,
and any and all applicable laws, statutes, codes, ordinances, orders, rules,
regulations, conditions of approval and requirements, of all federal, state,
county, municipal and other governmental authorities, including the
requirements of the Americans with Disabilities Act (the “ADA”)  (collectively,
“Legal Requirements”).  Landlord hereby approves Tenant’s
selection of Olson Lewis Dioli & Doktor Architects and Planners, Inc. (“Tenant’s Architect”),  AHA Consulting Engineers, Inc. (“Tenant’s Engineer”),  and The Richmond Group (“Tenant’s Contractor”)  (each a “Construction
Representative”;  collectively,
“Construction Representatives”)  in connection with the performance of
Tenant’s Work. Each party authorizes the other party to rely upon the written
approval or other written authorizations of any Construction Representative of
the party designated by the party in connection with design and construction.
All construction work shall be coordinated with any work being performed by, or
for, Landlord, and in such a manner as to maintain harmonious labor relations.


10.4            Construction
Allowance.


(a)                      As an
inducement to Tenant’s entering into this Lease, Landlord shall provide to
Tenant a tenant improvement allowance of up to $150.00 per rentable square foot
of the Premises demised to Tenant (i.e., a maximum of $13,339,500.00 based on
88,930 rentable square feet) (the “Construction
Allowance”)  to be used
by Tenant to pay for the cost to construct Tenant’s Work. Landlord and Tenant
specifically agree that Tenant may apply no more than $15.00 per rentable
square foot of the Premises demised to Tenant (i.e., a maximum of $1,333,950.00
based on 88,930 rentable



 21
 









square feet) towards “soft
costs” (including, but not limited to, architect’s and engineer’s fees) or
furniture, fixtures and equipment (“FFE”)
expenses.


(b)                   Landlord
shall pay Landlord’s Proportion (as hereinafter defined) of the cost shown on
each requisition (as hereinafter defined) submitted by Tenant to Landlord
within thirty (30) days of submission thereof until the entirety of the
Construction Allowance has been exhausted. If requested by Tenant, Landlord
shall pay Landlord’s Proportion directly to Tenant’s contractors, vendors,
service providers and consultants; provided, however, such arrangement is
acceptable to Landlord’s mortgagee (if any). For purposes of Tenant’s Work, “Landlord’s Proportion” shall be a
fraction, the numerator of which is the Construction Allowance, and the
denominator of which is the total contract price for Tenant’s Work. A “requisition” shall mean written
documentation, including, without limitation, (i) invoices from Tenant’s
contractors, vendors, service providers and consultants, and such other
documentation as Landlord may reasonably request, showing in reasonable detail
the cost of the items in question or improvements installed to date in the Premises,
accompanied by certifications from Tenant that the amount of the requisition in
question is true and correct and does not exceed the cost of the items or
improvements covered by such requisition; and (ii) evidence that all of Tenant’s
Work and other work done by or on behalf of Tenant which could give rise to any
mechanic’s or materialman’s liens has been paid for in full and that any and
all liens therefor that have been or may be filed have been satisfied of record
or waived (“Lien Waivers”) with
respect to the prior month’s requisition. Landlord shall have the right, upon
reasonable advance notice to Tenant, to inspect Tenant’s books and records
relating to each requisition in order to verify the amount thereof.


(c)                    Notwithstanding
anything to the contrary contained herein:


(i)                         Tenant
shall not submit requisitions, nor shall Landlord have any obligation to
advance funds on account of the Construction Allowance, more often than once
per month.


(ii)                      If Tenant
fails to pay the amounts paid by Landlord to Tenant in the prior month’s
requisition to Tenant’s contractors, vendors, service providers and
consultants, Landlord shall thereafter have the right to have the Construction
Allowance paid directly to Tenant’s contractors, vendors, service providers and
consultants.


(iii)                   In no event
shall the Construction Allowance be applied to any fees paid to Tenant or a
Biotech Affiliated Entity (as hereinafter defined).


(iv)                  Landlord shall
have no obligation to pay any portion of the Construction Allowance with respect
to any requisition submitted after the date which is one hundred eighty (180)
days after the completion of Tenant’s Work (the “Outside Requisition Date”);
provided, however, that if Tenant certifies to Landlord that it is
engaged in a good faith dispute with a contractor, vendor, service provider or
consultant, such Outside Requisition Date shall be extended while such dispute
is ongoing, so long as Tenant is diligently pursuing the resolution of such
dispute. Tenant shall not be entitled to receive any portion of the
Construction Allowance except to the extent that it has submitted requisitions,
and/or made demand therefor, on or before the Outside Requisition Date.


(v)                     In addition
to all other requirements hereof, Landlord’s obligation to pay the final
requisition of the Construction Allowance shall be subject to simultaneous
delivery of all Lien Waivers in connection with Tenant’s Work.


10.5              Conversion of
Construction Allowance. If the total contract price for Tenant’s Work shall
be less than the Construction Allowance, then Tenant shall be entitled to apply
any unused amount



 22
 









up
to $15.00 per rentable square foot of the Premises demised to Tenant (i.e., a
maximum of $1,333,950.00 based on 88,930 rentable square feet) in equal amounts
towards the first twelve (12) monthly installments of the Annual Fixed Rent due
hereunder.


10.6              INTENTIONALLY DELETED


10.7              Management Fee. In consideration of Landlord’s costs
associated with the review and supervision of Tenant’s Work, Tenant shall pay
to Landlord a $25,000.00 management fee (the “Management
Fee”)  to be paid in
five (5) equal monthly installments of $5,000.00 each on (i) October 1, 2007,
(ii) November 1, 2007, (iii) December 1, 2007, (iv) January 1, 2008, and
(v) February 1, 2008. Other than the cost of Landlord’s supervisory personnel
overseeing the After-Hours Work provided for in Section 10.2 (d), Landlord and
Tenant hereby agree that the Management Fee shall be inclusive of all of
Landlord’s costs associated with the review and supervision of Tenant’s Work,
and that no other payment relating to the same shall be due by Tenant to
Landlord.


10.8              Completion of Tenant’s Work. Prior to Tenant’s occupancy of the Premises
(or any part thereof), Tenant shall furnish evidence satisfactory to Landlord
that all of Tenant’s Work is Substantially Complete and that the Premises are
ready for Tenant’s occupancy in accordance with the provisions of this Lease.
Such evidence shall specifically include, but shall not be limited to, copies
of any “certificate(s) of occupancy” and/or “occupancy permit(s)” for the
Premises required by the City of Waltham (or the applicable governmental
authority). Tenant shall also provide Landlord, not later than thirty (30) days
after Tenant takes occupancy of the Premises, with detailed “as built” drawings
of the Premises, certified by Tenant’s Architect to be true and correct.
Notwithstanding anything contained herein to the contrary, and in connection
with a “phased” construction schedule, Tenant may occupy the Premises (or a
portion of the Premises) at any time after the Lease Commencement Date,
regardless of whether or not the Rent Commencement Date has occurred, as long
as Tenant has complied with the provisions of this Section 10.8 and this
Lease with respect to the Premises (or the portion or the Premises) desired to
be occupied.


11.                  ALTERATIONS, ADDITIONS OR
IMPROVEMENTS BY TENANT.


11.1              Alterations by Tenant. Other than Tenant’s Work, which shall be
governed by the provisions of Section 10 above, Tenant shall not make any
alterations, additions, improvements or other changes in or to the Premises (“Alterations”)  without Landlord’s prior written consent (such consent not to
be unreasonably withheld, conditioned or delayed); provided, however, that if
the proposed Alterations will adversely affect the structural integrity of the
Building, or the Building systems (including, but not limited to, the electric,
HVAC, plumbing, telecommunication and security systems), Landlord may withhold
its consent to such Alterations in Landlord’s sole discretion. Notwithstanding
the foregoing, the consent of Landlord shall not be required with respect to
any Alterations costing less than $100,000.00 in any given instance that do not
perforate or penetrate the roof or other exterior portions of the Building in
question and do not adversely affect the structural integrity of the Building
or the Building systems. Without limitation, it shall not be unreasonable for
Landlord to withhold its consent to any Alterations which would impose on
Landlord any special maintenance, repair or replacement obligations not within
the scope of those expressly provided for herein, unless Tenant agrees, at the
time of its request for approval or notice of such Alterations, to pay all
costs associated with Landlord’s meeting the additional obligations. All
Alterations shall be subject to the provisions of Sections 11.2 and 11.3 below.



 23
 









11.2            Additional
Covenants Regarding Alterations.


(a)                      All Alterations shall be made (i) at Tenant’s
sole cost and expense, (ii) according to plans and specifications approved in
writing by Landlord (to the extent plans, specifications, and/or Landlord’s
consent is required), (iii) in compliance with all Legal Requirements, (iv) by
a licensed contractor, and (v) in a good and workmanlike manner. For any
Alterations which require plans to be submitted in connection with building
permit or building code requirements, Tenant shall provide Landlord with copies
of any such required plans, regardless of whether the Alterations require
Landlord’s consent hereunder.


(b)                     Tenant shall keep the Premises and the
Building free from any liens arising out of any work performed, materials
ordered or obligations incurred by or on behalf of Tenant. Without limitation,
Tenant shall be responsible for, and shall pay when due, all costs associated
with the preparation of plans and the performance of Alterations, and the same
shall be performed in a lien-free, good and workmanlike manner, and in
compliance with all Legal Requirements. In the event that Tenant shall fail to
pay the costs associated with Alterations on a timely basis, and as a result of
such failure, a statutory and/or common law lien is asserted against the
Premises or the Building, and Tenant shall fail, within ten (10) days after
notice of such assertion, to cause (by payment, posting of a proper bond, or
otherwise) such lien to be released of record, Landlord shall have the right
(but not the obligation), at Tenant’s expense, to cause such lien to be bonded
over or released of record.


(c)                      Tenant shall ensure that all contractors and
subcontractors performing Alterations are insured in amounts required by law.
If Landlord requests, certificates of such insurance shall be delivered to
Landlord. Tenant’s obligation to exonerate, indemnify, defend, protect and save
Landlord and Landlord Parties harmless, as set forth in Section 9, shall
include without limitation all activities and work done by and on behalf of
Tenant pursuant to Sections 10 and 11, and shall commence on the date of
execution hereof.


(d)                     Tenant agrees that Landlord shall have the
right to examine and inspect any Alterations; provided, however, that no such
examination or inspection shall constitute an approval or warranty or give rise
to any liability of Landlord with respect to any thereof. In the performance of
Alterations in accordance with this Lease, Tenant shall cause its contractors
to use reasonable and diligent efforts not to interfere with ongoing operations
on the rest of the Property outside of the Premises, to keep all construction
areas clean and free of trash and debris, and to otherwise comply with any
other reasonable rules and regulations established by Landlord with regard to
construction activities.


(e)                      Tenant shall provide copies of any warranties
for Alterations and the materials and equipment which are incorporated into the
Premises and the Building in connection therewith, and either assign to
Landlord, or enforce on Landlord’s behalf, all such warranties to the extent
repairs and/or maintenance on warranted items would be covered by such
warranties and are otherwise Landlord’s responsibility under this Lease.


11.3            Removal
of Alterations. Landlord
shall notify Tenant in writing at the time of Landlord’s approval of any
Alterations, whether or not the proposed Alterations will be required to be
removed by Tenant at the end of the Lease Term. Tenant shall be obligated to
remove any Alterations that Landlord has not designated in writing will be
permitted to remain in the Premises in accordance with Section 28.


12.                   TENANT MAINTENANCE AND REPAIR. Except as otherwise provided for in this
Lease, Tenant agrees to keep the Premises in good order, condition and repair
excepting only those repairs for which Landlord is responsible under the terms
of this Lease, reasonable wear and tear, fire and other casualty excepted.
Specifically, Tenant shall be responsible for the maintenance of the Premises
and for the repair and replacement of any part of the Premises and the Building
made necessary by reason of



 24
 









damage
thereto caused by the negligence or intentional acts of Tenant or Tenant’s
employees, contractors, agents or invitees. In the event Tenant shall fail to
perform such maintenance, repairs or replacements within thirty (30) days of
the date such work becomes necessary, Landlord may, but shall not be required
to, perform such work and charge the amount of the expenses therefor, with
interest accruing and payable thereon, in accordance with Section 22 below.


13.                  LANDLORD MAINTENANCE AND REPAIR. Except as otherwise provided for in this
Lease, Landlord agrees to keep in good order, condition and repair the roof,
public areas, exterior walls (including exterior glass) and structure of the
Building (including all plumbing, mechanical and electrical systems installed
by Landlord, but specifically excluding any supplemental HVAC equipment or
systems exclusively serving the Premises and installed at Tenant’s request or
as a result of Tenant’s requirements in excess of building standard design
criteria), all insofar as they affect the Premises, except that Landlord shall
in no event be responsible to Tenant for the repair of glass in the Premises,
the doors (or related glass and finish work) leading to the Premises, or any
condition in the Premises or the Building caused by the negligence or intentional
acts of Tenant or Tenant’s employees, contractors, agents or invitees. Landlord
shall also (a) keep and maintain all Common Areas in good order, condition and
repair, free of snow and ice and accumulation of dirt and rubbish, (b) contract
for regular trash collection and disposal services, and (c) keep and maintain
all landscaped areas on the Property in a neat and orderly condition. Landlord
shall not be responsible to make any improvements or repairs to the Building
other than those expressly set forth in this Section, unless expressly provided
for elsewhere in this Lease.


14.                  ASSIGNMENT AND SUBLETTING. Except in the case of a Biotech Affiliated
Entity (as defined in Section 14.7), Tenant shall not assign, pledge,
mortgage or otherwise transfer or encumber this Lease, nor sublet all or any
part of the Premises or permit the same to be occupied or used by anyone other
than Tenant or its employees without Landlord’s prior written consent (such
consent not to be unreasonably withheld, conditioned or delayed). Any consent
by Landlord hereunder shall not constitute a waiver of strict future compliance
by Tenant of the provisions of this Section 14 or a release of Tenant from the
full performance by Tenant of any of the terms, covenants, conditions,
agreements or provisions of this Lease. Except in the case of a Biotech
Affiliated Entity, for purposes of this Section 14, any transfer or change in
control of Tenant (or any subtenant, assignee or occupant) by operation of law
or otherwise, shall be deemed an assignment hereunder, including, without
limitation, any merger, consolidation, dissolution or any change in the
controlling equity interests of Tenant or any subtenant, assignee or occupant
(in a single transaction or series of related transactions). Any assignment or
subletting in contravention of the provisions of this Section 14 shall be void.
Notwithstanding anything to the contrary contained in this Section 14 or
elsewhere in this Lease, any assignment or subletting shall be subject to the
following further conditions and limitations:


14.1              Proposed
Subtenants and Assignees. Except in the case of a Biotech Affiliated Entity
(as defined in Section 14.7), in no event shall the proposed subtenant or
assignee be (a) a prospective tenant (or its designee) who is discussing with
Landlord (or Landlord’s agent) its need for space in the Building, or who has
so negotiated within the previous six (6) months; (b) a current tenant,
subtenant, assignee or occupant of space in the Building; or (c) an Affiliate
(as hereinafter defined) of a current tenant, subtenant, assignee or occupant
of space in the Building. For purposes hereof, an “Affiliate” shall mean a corporation or other business entity
that directly or indirectly controls, is controlled by, or is under common control
with, such tenant, subtenant, assignee or occupant. Notwithstanding anything
contained herein to the contrary, in the event Landlord is unable to
accommodate the space requirements of the entity or entities described in
sub-paragraphs (a), (b), or (c) above (such inability to be evidenced in
writing by Landlord upon Tenant’s request), Tenant may enter into negotiations
with such entity or entities for subletting and assignment purposes.



 25
 









14.2            Advertising. In no event shall Tenant advertise space
(on a per rentable square foot basis) at a lower rate than Landlord is then
advertising space (on a per rentable square foot basis) in the Building without
Landlord’s prior written consent (such consent not to be unreasonably withheld,
conditioned or delayed).


14.3            Right
to Share Profits.


(a)                      Except in the case of a Biotech Affiliated
Entity (as defined in Section 14.7), if Landlord consents to the subletting of
all or any part of the Premises, Tenant shall in consideration thereof pay to
Landlord, as Additional Rent, fifty percent (50%) of any Net Profits (as
hereinafter defined) in connection with the subletting. “Profits” on a subletting shall mean the
difference between (i) the amounts paid as rent and additional rent by the
subtenant to Tenant in and for each month of the sublease term and (ii) Fixed
Rent and Additional Rent due and payable by Tenant to Landlord in and for each
month of the sublease term, in each and every month when the former exceeds the
latter, provided, however, that if a sublease involves less than the entire
Premises, the amounts paid by Tenant to Landlord used in subpart (ii) above
shall be prorated each month to reflect the portion of the Premises being
sublet. “Net Profits” on a
subletting shall mean monthly Profits reduced by an amount equal to the
quotient found by taking the total reasonable and customary attorneys’ fees,
real estate brokerage commissions and alteration expenses (if any, including “soft
costs”), paid and incurred by Tenant in connection with the subletting, and
dividing by the number of months in the sublease term.


(b)                     Except in the case of a Biotech Affiliated
Entity (as defined in Section 14.7), if Landlord consents to the assignment of
this Lease, Tenant shall in consideration thereof pay to Landlord fifty percent
(50%) of any Net Consideration (as hereinafter defined) in connection with the
assignment. “Consideration” for an
assignment shall mean any sums paid to Tenant in consideration of the
assignment (other than the amount of rent and additional rent assumed by the
assignee). “Net Consideration” for
an assignment shall mean Consideration reduced by an amount equal to the total
reasonable and customary attorneys’ fees, real estate brokerage commissions and
alteration expenses (if any), paid and incurred by Tenant in connection with
the assignment.


(c)                      Upon request, Tenant shall furnish Landlord
with certified financial statements from its accountants summarizing the gross
and net amounts received by Tenant from any subletting of the Premises or
assignment of this Lease in order to verify the determination of Additional
Rent payable under Section 14.3.


14.4            Right
to Recapture. Except in the
case of a Biotech Affiliated Entity (as defined in Section 14.7), Landlord
shall have a right to recapture (“Right to
Recapture”)  as follows:


(a)                      Tenant’s Marketing Notice. If Tenant shall desire (for marketing
purposes only) to assign this Lease or sublet more than fifty percent (50%) of
the rentable square footage of the Premises, Tenant shall give Landlord written
notice thereof (“Tenant’s Marketing Notice”), which shall be accompanied by: (i) a
description of the portion of the Premises that Tenant proposes to sublet (the “Recapture Premises”), together with a floor plan thereof;
and (ii) a notice of the proposed economic terms and conditions of the proposed
assignment or sublease, including: (a) the sublease commencement date, (b) the
sublease term, (c) the fixed rent, (d) all regularly scheduled items of
additional rent, (e) the amount of any rental concession, (f) the amount of any
tenant improvement allowance, (g) any work to be performed by Tenant to prepare
the Premises for occupancy by the proposed assignee or subtenant, and (h) any
consideration to be paid for the acquisition of the Premises by reason of such
assignment or sublease, or for the acquisition of Tenant’s leasehold
improvements or personal property.



 26
 









(b)                     Tenant’s Marketing Notice Triggers Recapture
Option. Tenant’s Marketing
Notice shall be deemed an offer from Tenant to Landlord whereby Landlord shall
then have the option to either: (i) cancel this Lease (in the case of an
assignment of this Lease or a sublet of the entire Premises); or (ii) cancel
this Lease with respect to the Recapture Premises only (in the case of a sublet
of more than fifty percent (50%) but less than one hundred percent (100%) of
the Premises). In either event, Landlord shall have thirty (30) days from
receipt of Tenant’s Marketing Notice to give Tenant written notice of its
desire to recapture (“Landlord’s Recapture
Notice”), in which
case this Lease shall end (but only with respect to the Recapture Premises in
the case of a sublet of more than fifty percent (50%) but less than one hundred
percent (100%) of the Premises) on the date (the “Recapture Date”) that
is the earlier of (x) six (6) months from Landlord’s receipt of Tenant’s
Marketing Notice, or (y) the proposed sublease commencement date set forth in
Tenant’s Marketing Notice, with the same force and effect as if such date were
the date specified herein as the Expiration Date, and the rent (i.e., Fixed
Rent and Additional Rent) and Security Deposit provided for under this Lease
shall be apportioned and adjusted as of the effective date of such cancellation
to reflect the reduced square footage of the Premises.


(c)                      If Landlord Does Not Exercise Recapture
Option. If Landlord does not
exercise its Right to Recapture, Tenant shall have the right to assign this
Lease or sublet the Premises in accordance with the terms of this Lease,
subject to the following provisions:


(i)                         If Landlord does not exercise its Right to
Recapture and Tenant does not deliver to Landlord Tenant’s
Assignment/Sublet Notice (as set forth in Section 14.5) with respect to a
proposed assignment of this Lease or subletting of the Premises within six (6)
months of Landlord’s receipt of Tenant’s Marketing Notice, then Tenant shall be
required to deliver an updated Tenant’s Marketing Notice and otherwise comply
with the foregoing provisions before Landlord shall be required to make an
election as to the exercise of its Right to Recapture.


(ii)                      If Landlord does not exercise its Right to
Recapture and Tenant delivers to Landlord Tenant’s Assignment/Sublet
Notice (as set forth in Section 14.5) with respect to a proposed assignment of
this Lease or subletting of the Premises within six (6) months of Landlord’s
receipt of Tenant’s Marketing Notice, and such Assignment/Sublet Notice shall
disclose: (a) in the case of an assignment, a deviation of more than five
percent (5%) of the Consideration paid to Tenant by the assignee stated in
Tenant’s Marketing Notice, or (b) in the case of a sublease, a deviation of
more than five percent (5%) of the Profits stated in Tenant’s Marketing Notice,
then Landlord shall once again have the right to exercise its right to
recapture with respect thereto.


14.5              Tenant’s Assignment/Sublet Notice. Except in the case of a Biotech Affiliated
Entity (as defined in Section 14.7), if Tenant shall desire to assign this
Lease or sublet all or part of the Premises, Tenant shall give Landlord notice
thereof (“Tenant’s Assignment/Sublet Notice”), which shall be accompanied by, (a) at
Tenant’s option, either (x) a conformed or photostatic copy of the proposed
assignment or sublease (provided, however, that such proposed assignment or
sublease need not be in executed form if accompanied by a writing signed by
Tenant and the proposed assignee or subtenant indicating their intent to enter
into the proposed assignment or sublease upon Landlord consenting thereto), and
the proposed commencement date of which shall be at least thirty (30) days
after the giving of Tenant’s Assignment/Sublet Notice, or (y) a copy of a
letter of intent (the “Letter of Intent”)  executed by or on behalf of Tenant and the
proposed assignee or subtenant setting forth the material business terms of the
proposed assignment or sublease, and the proposed commencement date of which
shall be at least thirty (30) days after the giving of Tenant’s
Assignment/Sublet Notice, and (b) a statement setting forth in reasonable
detail the identity of the proposed assignee or subtenant, the nature of its
business and its proposed use of the Premises, and (c) current financial
information with respect to the proposed assignee only (including, without
limitation, its most recent financial statements and credit reports), which



 27
 









Landlord
agrees to keep confidential and execute any confidentiality agreement
reasonably requested by the proposed assignee. In the event Landlord does not
exercise its Right to Recapture (or does not possess such an option) pursuant
to Section 14.4 above, and Tenant is not in an Event of Default, and Tenant has
complied with all the provisions of Section 14, then Landlord shall notify
Tenant of its decision to consent (and, if appropriate, deliver to Tenant its
consent document) (“Landlord’s Consent”)  within thirty (30) days of Landlord’s
receipt of Tenant’s Assignment/Sublet Notice.


14.6            Legal
and Administrative Costs.
Upon Tenant’s execution and delivery of Landlord’s Consent (or, if there is no
Landlord’s Consent, within five (5) Business Days of receipt of Landlord’s
invoice), Tenant shall pay Landlord’s reasonable legal and administrative costs
and expenses incurred in processing each of Tenant’s assignment and subletting
requests, which shall be paid whether or not Landlord consents to such assignment
or subletting.


14.7            Assignment
and Subletting to a Biotech Affiliated Entity. The foregoing notwithstanding, if Tenant is not in an Event of
Default under this Lease, Tenant may, on prior written notice to Landlord, but
without Landlord’s prior written consent, assign this Lease or sublet the
Premises or a portion of the Premises (without a physical subdivision thereof)
to a Biotech Affiliated Entity of Tenant. A “Biotech
Affiliated Entity” shall be defined as (i) any entity that controls,
is controlled by, or is under common control with, Tenant (whether control is
by direct management, contract or otherwise), or (ii) any entity that succeeds
to Tenant’s business by merger, consolidation or other form of corporate
reorganization; and both (a) has a net worth (exclusive of goodwill)
after any assignment that is equal to or greater than Tenant’s net worth both
at the time that this Lease is executed and immediately prior to the merger,
consolidation or reorganization in question, and (b) complies with all
of the terms, covenants, conditions, agreements and provisions of Section 8 of
this Lease. Tenant must furnish Landlord with such documents and information as
Landlord may reasonably require to substantiate Tenant’s compliance with the
provisions of this Section 14.7 and the other applicable provisions of this
Lease prior to the effective date of any assignment or subletting described in
this Section 14.7. Nothing herein shall be deemed to permit: (x) any assignee
to further assign this Lease or sublet the Premises or any portion of the
Premises without Landlord’s prior written consent in accordance with the
provisions of this Lease; or (y) any subtenant to assign its sublease or
further sublet the Premises or any portion of the Premises to any other party
without Landlord’s prior written consent in accordance with the provisions of
this Lease.


15.                  ACCEPTANCE OF RENT; NEW DIRECTORY NAME.


15.1            Acceptance
of Rent and/or New Directory Name. The acceptance of Rent and/or the listing or posting of any name,
other than that of Tenant, whether on the door or exterior wall of the
Premises, the Building’s tenant directory in the lobby, elevator or elsewhere,
shall not:


(a)                      Constitute a waiver of Landlord’s right to
withhold consent to any subletting or assignment pursuant to Section 14;


(b)                     Be deemed an implied consent by Landlord to
any subletting of all or any part of the Premises, to any assignment or
transfer of this Lease, or to any unauthorized occupancy of the Premises,
except in accordance with the express terms of this Lease; or


(c)                      Operate to vest any right or interest in this
Lease or in the Premises.


15.2            Right
to Remove New Directory Name.
Subject to the provisions of Section 14, any such listing as described above
shall constitute a privilege extended by Landlord to Tenant, and shall be
immediately revocable at Landlord’s will by notice to Tenant.



 28
 









16.                  EMINENT DOMAIN.


16.1              Termination Upon Taking of Whole. If the whole of the Premises shall be taken
under the power of eminent domain, then this Lease shall terminate as of the
date said Premises are so taken.


16.2              Termination Upon Partial Taking. If a portion of the Premises shall be taken
under the power of eminent domain and the remaining portion would not, in the
reasonable judgment of Landlord and Tenant, be adequate for the continued
operation of Tenant’s business (even if the remaining Premises are restored
and/or added to as provided for in Section 16.3 below), then this Lease shall
terminate as of the date said Premises are so taken.


16.3              Restoration or Termination Upon Partial
Taking. If a portion of the
Premises shall be taken under the power of eminent domain and the remaining
portion would not, in the reasonable judgment of Landlord and Tenant, be
adequate for the continued operation of Tenant’s business (unless the remaining
Premises are restored and/or added to as provided for in this Section 16.3),
then Landlord shall have the option to restore the Premises, which may include
the addition to the Premises of an amount of space contiguous to the Premises
substantially equal in area to the portion taken, which (when used with the
remaining Premises) will, in the reasonable judgment of Landlord and Tenant, be
adequate for the continued operation of Tenant’s business. If Landlord elects
to restore the Premises, it shall notify Tenant promptly of its decision to do
so, and shall diligently proceed to restore such part of the Premises not taken
and any contiguous space which Landlord may elect to add as provided for
herein, to as near the former condition of the original Premises as the
circumstances will permit, and Tenant shall continue to utilize said Premises
for the operation of its business. If Landlord elects not to restore the
Premises, then this Lease shall terminate as of the date said Premises are so
taken. In addition, if Landlord elects to restore the Premises but has not
completed the restoration of the Premises within three hundred sixty-five (365)
days after the date of the taking, Tenant may terminate this Lease by written
notice to Landlord at any time prior to Landlord’s completion and delivery of
the Premises. In the event of any taking under the power of eminent domain
which does not terminate this Lease as aforesaid, any obligation of Tenant
under this Lease to pay rent and all of the other provisions of this Lease
shall remain in full force and effect; provided, however, that the Fixed Rent
and Additional Rent provided in this Lease shall be (a) equitably adjusted (on
the basis of the number of square feet of the Premises before and after such
taking), and (b) abated during any period in which Tenant is unable to operate
its business from the Premises.


16.4              Apportionment of Award. Tenant shall have no claim against Landlord
for any portion of the amount that may be awarded as damages as a result of any
governmental or quasi-governmental taking or condemnation (or sale under threat
of such taking or condemnation); and all rights of Tenant to damages therefor
are hereby assigned by Tenant to Landlord. The foregoing shall not, however, deprive
Tenant of any separate award for moving expenses, dislocation damages or for
any other award which would not reduce the award payable to Landlord.


16.5              Apportionment of Rent. If this Lease is terminated as provided in
Section 16, all rent shall be paid up to the date that possession is taken by
the governmental or quasi-governmental authority and Landlord shall make an
equitable refund to Tenant of any rent or other amounts paid by Tenant which
are applicable to any period after that date and not yet earned.


16.6              Duty to Arbitrate. If a portion of the Premises shall be taken
under the power of eminent domain, and Tenant, in the exercise of “reasonable judgment”,  determines that the remaining portion of
said Premises would not be adequate for the continuation of Tenant’s business
as conducted immediately prior to such taking, and if Landlord shall not agree
with Tenant’s determination, then Landlord and Tenant



 29
 









shall
promptly proceed to have the matter arbitrated in accordance with the Rules of
the American Arbitration Association and such determination shall be final and
binding upon the parties hereto.


17.                  FIRE OR OTHER
CASUALTY.


17.1              In the event of damage to or destruction of
the Premises caused by fire or other casualty, or any such damage to or destruction
of the Building necessary to provide normal services and access to the Premises
in accordance herewith (“Event of Casualty”),  Landlord, after receipt of written notice
thereof from Tenant, shall undertake to make repairs and restorations with reasonable
diligence, unless this Lease has been terminated by Landlord or Tenant as
hereinafter provided or unless any mortgagee which is entitled to receive
casualty insurance proceeds fails to make available to Landlord a sufficient
amount of such proceeds to cover the cost of such repairs and restorations. If
(i) in Landlord’s reasonable judgment, the damage is of such nature or extent
that more than one hundred eighty (180) days would be required (with normal
work crews and normal work hours) to repair and restore the Premises (including
any restoration of Tenant’s Work, Tenant’s Alterations or Tenant’s Personal
Property) or the Building, as the case may be; or (ii) in Landlord’s reasonable
judgment, the damage is of such nature or extent that it is uneconomical to
repair and restore the Premises or the Building, as the case may be; or (iii)
less than one (1) year then remains on the current Lease Term, Landlord shall
so advise Tenant within thirty (30) days after the Event of Casualty (“Landlord’s Notice of Casualty”),  and either party shall have ten (10)
Business Days after receipt of Landlord’s Notice of Casualty to terminate this
Lease by written notice to the other. If either party elects to terminate this
Lease in the case described in clauses (i), (ii) or (iii) above, then the Lease
Term shall expire ten (10) Business Days after such notice is given, and Tenant
shall vacate the Premises and surrender the same to Landlord in accordance with
the terms of this Lease.


17.2              In the event of fire or other casualty
damage, provided this Lease is not terminated pursuant to the terms of Section
17.1 above and is otherwise in full force and effect, and sufficient casualty
insurance proceeds are available for application to such repair and
restoration, Landlord shall proceed diligently to repair and restore the
Premises to substantially the same condition prior to the casualty occurrence.
Landlord shall not be obligated to repair or restore (i) any of Tenant’s Work,
(ii) any of Tenant’s Alterations, or (iii) any of Tenant’s Personal Property
(as hereinafter defined), which Tenant may have installed (whether or not
Tenant is required to remove or leave the same in the Premises as of the
expiration or earlier termination of this Lease) unless Tenant, in a manner
satisfactory to Landlord, assures payment in full of all costs as may be
incurred by Landlord in connection therewith. In the event of fire or other
casualty damage, provided this Lease is not terminated pursuant to the terms of
Section 17.1 above and is otherwise in full force and effect, Tenant shall be
entitled to repair and restore Tenant’s Work, Tenant’s Alterations and Tenant’s
Personal Property simultaneously with Landlord’s restoration of the Premises
and/or the Building, and Tenant shall proceed diligently to repair and restore
the Premises to substantially the same condition prior to the casualty
occurrence. Landlord and Tenant shall each take reasonable measures to ensure
that Landlord’s contractors and Tenant’s contractors cooperate in all
commercially reasonable ways with each other to avoid any delay in either
Landlord’s restoration work or Tenant’s restoration work or any conflict with
the performance of either Landlord’s restoration work or Tenant’s restoration
work, Tenant acknowledging, however, that in the case of conflict that is not
reasonably avoidable, the performance of Landlord’s restoration work shall have
priority.


17.3              Landlord shall not insure (i) any of Tenant’s
Work, (ii) any of Tenant’s Alterations, or (iii) any of Tenant’s Personal Property.
Tenant shall, at its sole cost and expense, (a) insure the value of such Tenant’s
Work, Tenant’s Alterations and Tenant’s Personal Property for the purpose of
providing funds to Landlord to repair and restore the Premises as set forth
above, or (b) repair and restore such Tenant’s Work, Tenant’s Alterations and
Tenant’s Personal Property as described in Section 17.2.



 30
 









17.4              The validity and effect of this Lease shall
not be impaired in any way by the failure of Landlord to complete the repair
and restoration of the Premises or the Building within one hundred eighty (180)
days after the commencement of work, even if Landlord had in good faith
notified Tenant that the repair and restoration would be completed within such
period, provided that Landlord proceeds diligently with such repair and
restoration. In the case of damage to the Premises (or a portion thereof) which
is of a nature or extent that Tenant’s continued occupancy or use of the
Premises is in the reasonable judgment of Landlord and Tenant impaired, then
the Fixed Rent and Additional Rent otherwise payable by Tenant hereunder shall
be equitably abated or adjusted until the Premises are made suitable for Tenant’s
occupancy. Notwithstanding anything contained herein to the contrary, if
Landlord has not completed the repair and restoration of the Premises
(including any restoration of Tenant’s Work, Tenant’s Alterations or Tenant’s
Personal Property if Landlord is responsible for such work, but excluding any
restoration of Tenant’s Work, Tenant’s Alterations or Tenant’s Personal
Property if Tenant is responsible for such work) within three hundred
sixty-five (365) days after the commencement of work, Tenant may terminate this
Lease by written notice to Landlord at any time prior to Landlord’s completion
and delivery of the Premises.


18.                  INSURANCE;
WAIVER OF SUBROGATION.


18.1              Tenant’s Insurance.


(a)                      Personal Property. Tenant agrees that all risks (including
that of fire or other casualty, theft or other harm, damage or loss) to Tenant’s
Personal Property, including the loss of use of the same, shall be borne solely
by Tenant. As used herein, “Personal Property”
includes, but is not limited to, all tangible and intangible goods
and accounts, inventory, merchandise, furniture, fixtures, equipment (including
computer equipment and any data stored thereon) and systems. Tenant shall
purchase and maintain insurance in an amount adequate to repair or replace or
otherwise cover its Personal Property (and the Personal Property of others held
or leased by Tenant or otherwise in the Premises), including any Alterations
and Tenant’s Work.


(b)                     Business Interruption. Tenant shall maintain in full force and
effect at all times, and at its own expense, business interruption insurance in
an amount adequate to cover all Fixed Rent and Additional Rent due under this
Lease for a period of twelve (12) months.


(c)                      Commercial General Liability. Tenant shall maintain in full force and
effect at all times, and at its own expense, commercial general liability
insurance (including contractual, host liquor and personal injury liability
insurance) in an amount not less than $1,000,000.00 combined single
limit bodily injury and property damage per occurrence and $2,000,000.00
annual aggregate limit per location.


(d)                     Automobile Liability. Tenant shall maintain in full force and
effect at all times, and at its own expense, automobile liability insurance for
owned, non-owned and hired vehicles in an amount not less than $1,000,000.00
combined single limit bodily injury and property damage per accident.


(e)                      Workers’ Compensation and Employers’
Liability. Tenant shall
maintain in full force and effect at all times, and at its own expense, the
statutory limits of workers’ compensation and employers’ liability insurance in
amounts adequate to satisfy the umbrella underlying requirements.


(f)                        Excess / Umbrella Liability. Tenant shall maintain in full force and
effect at all times, and at its own expense, umbrella liability coverage in an
amount not less than $8,000,000.00 per



 31
 









occurrence. Umbrella
liability coverage is to be in excess of the commercial general liability,
automobile liability and employers’ liability requirements outlined in Sections
18.1 (c), (d) and (e) above.


(g)                     Other.
Any other form or forms of insurance as Landlord may reasonably require from
time to time (other than insurance that Landlord is required to maintain) in
amounts and for insurable risks against which a prudent tenant would protect
itself to the extent landlords of comparable “biotech” and/or “life science”
commercial properties located in the greater Boston/Cambridge/Waltham area
where the Building is located require their tenants to carry such other form(s)
of insurance.


(h)                     The liability
coverage in the insurance policies required in Sections 18.1 (c), (d), (f) and (g) above shall name Landlord
Parties as additional insureds on a primary non-contributing basis. All
insurance policies required in Sections 18.1 (a) – (g) above shall be issued by
companies authorized to do business in Massachusetts with an A.M. Best’s
financial rating of A- or better and a size class rating of X (10) or larger or
otherwise reasonably acceptable to Landlord. At or prior to the Lease
Commencement Date, Tenant shall deposit with Landlord a certificate of
insurance (countersigned by the insurer) or evidence of insurance (in ACORD
Form 28) or other proof satisfactory to Landlord for each of the insurance
policies Tenant is required to carry in compliance with its obligations under
this Lease. Such insurance policies shall contain a provision that the insurer
will endeavor to provide Landlord Parties with at least thirty (30) days prior
written notice before it cancels or refuses to renew the policy, or change in
any material way the nature or extent of the coverage provided by such policy.
Tenant’s failure to obtain and maintain the required insurance shall constitute
an Event of Default under this Lease. If Tenant shall fail to remedy such Event
of Default within five (5) Business Days after written notice by Landlord,
Tenant will be liable for any and all costs, liabilities, damages and penalties
resulting to Landlord Parties from such termination, unless a written waiver of
the specific insurance requirement(s) is provided to Tenant by Landlord
Parties.


18.2              Insurance During
Construction. In addition, during the performance of any construction by
Tenant in the Premises, in addition to the above coverage required to be
maintained by Tenant, Tenant shall cause the general contractor performing the
work to carry: (a) commercial general liability insurance in an amount not less
than $1,000,000.00 combined single limit bodily injury and property
damage per occurrence and $2,000,000.00 annual aggregate limit per
location; (b) the statutory limits of workers’ compensation and employers’
liability insurance in amounts adequate to satisfy the umbrella underlying
requirements; (c) umbrella liability coverage in an amount not less than $5,000,000.00
per occurrence (to be in excess of the commercial general liability and
employers’ liability requirements outlined in Sections 18.2 (a) and (b) above);
and (d) all risk installation floater insurance (on the complete value / full
coverage form) to protect Landlord’s interest and that of Tenant, contractors
and subcontractors during the course of the construction with a limit of not
less than the total replacement cost of the completed improvements under
construction. Such contractor insurance policies shall name Landlord Parties as
additional insureds on a primary non-contributing basis.


18.3              Waiver of Subrogation.
Landlord and Tenant hereby release each other from any and all liability or
responsibility to the other or anyone claiming through or under them by way of
subrogation or otherwise for any loss or damage to property caused by fire or
other casualty, even if such fire or other casualty shall have been caused by
the fault or negligence of the other party, or anyone for whom such party may
be responsible; provided, however, that this release shall be applicable and in
full force and effect only to the extent permitted by law and only to the
extent that the cost of repairing such damage is covered by insurance or would
have been covered by insurance proceeds payable under any policy (including the
deductible and/or uninsured portion thereof) required to be maintained under
this Lease, but not so maintained. Each policy of such insurance shall, if
obtainable from the insurer without additional expense, contain a waiver of
subrogation by insurer against Landlord or Tenant, as the case



 32
 









may be. If the inclusion
of such a provision would involve an additional expense, either party, at its
expense, may require such a provision to be inserted in the other’s policy. In
the event a party is unable to obtain such a waiver, it shall immediately
notify the other of this inability. In the absence of such notification, each
party shall be deemed to have obtained such a waiver of subrogation.


18.4              Landlord’s
Insurance. Landlord shall, at all times during the Lease Term, keep the
Building insured against fire and other casualty at its full replacement cost.


19.                  INSPECTION;
ACCESS; CHANGES IN BUILDING FACILITIES.


19.1              Landlord and
Landlord’s employees, contractors, agents and representatives may enter the
Premises at any time in response to an emergency and upon at least two (2)
Business Day’s prior notice to Tenant (unless the visit will unreasonably
disturb Tenant’s lab conditions, in which case Tenant shall so advise Landlord
and Landlord shall delay said visit for one (1) additional Business Day)
(i) to examine, inspect and protect the Premises and the Building; (ii) to make
such repairs, replacements and improvements as Landlord may deem necessary and
reasonably desirable to the Premises and the Building; and (iii) during the
last six (6) months of the Lease Term, or any extension or renewal thereof, to
show it to prospective tenants. Landlord may, at any time, affix to any
suitable part of the exterior of the Building in which the Premises is located
a notice for letting the Premises or the Building or selling the Building.
Notwithstanding anything to the contrary contained in this Section 19.1 or
elsewhere in this Lease, (a) access to Tenant’s clean room areas must always be
escorted by a representative of Tenant and must comply with all clean room
procedures and precautions and other reasonable procedures promulgated by
Tenant, (b) any access to the Premises by representatives of companies involved
in competitive “biotech” and/or “life science” fields must comply with
appropriate confidentiality procedures imposed by Tenant and must at all times
be escorted by a representative of Tenant, and (c) the conditions, restrictions
and limitations on access to the Premises apply to all instances of access to
the Premises by Landlord or its representatives (except in response to an emergency)
whether provided for in this Section 19.1 or provided for in other Sections of
this Lease (for example, see access pursuant to Section 8.3 (b) above and
Section 19.2 below).


19.2              Subject to the
provisions of Section 8.3 (b) and Section 19.1, Landlord shall have access to
and use of all areas in the Premises (including exterior Building walls, core
corridor walls and doors and any core corridor entrances), any roofs adjacent
to the Premises, and any space in or adjacent to the Premises used for shafts,
stacks, pipes, conduits, fan rooms, ducts, electric or other utilities, sinks
or other Building facilities, as well as access to and through the Premises for
the purpose of operation, maintenance, decoration and repair. Tenant shall
permit Landlord to install, use and maintain pipes, ducts and conduits within
the demising walls, bearing columns and ceilings of the Premises, provided that
the installation work is performed at such times and by such methods as will
not materially interfere with Tenant’s use of the Premises, materially reduce
the floor area thereof or materially and adversely affect Tenant’s layout, and
further provided that Landlord performs all work with due diligence and care so
as to not damage Tenant’s Personal Property or the Premises. Landlord and
Tenant shall cooperate with each other in the location of Landlord’s and Tenant’s
facilities requiring such access.


19.3              Landlord reserves
the right at any time, without incurring any liability to Tenant therefor, to
make such changes in or to the Building and the fixtures and equipment thereof,
as well as in or to the street entrances, halls, foyers, passages, elevators,
if any, and stairways thereof, and garages as it may deem necessary or
desirable; provided, however, that the same does not materially and adversely
affect Tenant’s use of or access to the Premises.



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20.                  DEFAULT. Any
other provisions of this Lease notwithstanding, it shall be a Tenant event of
default (“Event of Default”) under
this Lease if: (i) Tenant fails to pay any installment of Fixed Rent,
Additional Rent or other sum payable by Tenant hereunder when due and such
failure continues for a period of seven (7) days after its due date; or (ii)
Tenant fails to perform or observe any other covenant, condition or agreement of
this Lease and such failure continues after written notice given by or on
behalf of Landlord to Tenant for more than thirty (30) days, provided, however,
that if the nature of Tenant’s default is such that more than thirty (30) days
are reasonably required to cure, then Tenant shall not be deemed to be in
default if Tenant commences such cure within such thirty (30) day period and
thereafter diligently pursues such cure to completion; or (iii) Tenant uses or
occupies the Premises other than as permitted hereunder; or (iv) Tenant
violates Sections 8, 14 or 18 of this Lease and such failure continues after
written notice given by or on behalf of Landlord to Tenant for more than ten
(10) days; or (v) Tenant abandons or vacates the Premises without payment of Rent;
or (vi) Tenant files a petition commencing a voluntary case, or has filed
against it a petition commencing an involuntary case, under the Federal
Bankruptcy Code (Title 11 of the Unites States Code), as now or hereafter in
effect, or under any similar law, or files or has filed against it a petition
or answer in bankruptcy or for reorganization or for an arrangement pursuant to
any state bankruptcy or insolvency law or any similar state law, and, in the
case of any such involuntary action, such action shall not be dismissed,
discharged or denied within ninety (90) days after the filing thereof, or
Tenant consents to or acquiesces in the filing thereof; or (vii) if Tenant is a
banking organization, Tenant files an application for protection, voluntary liquidation
or dissolution applicable to banking organizations; or (viii) a custodian,
receiver, trustee or liquidator of Tenant or of all or substantially all of
Tenant’s Personal Property or of the Premises shall be appointed in any
proceedings brought by or against Tenant and, in the latter case, such entity
shall not be discharged within ninety (90) days after the appointment thereof,
or Tenant consents to or acquiesces in the appointment thereof; or (ix) Tenant
shall generally not pay Tenant’s debts as such debts become due, or shall admit
in writing its inability to pay its debts as they become due, or shall make an
assignment of Tenant’s lease obligations for the benefit of or enter into an
agreement with its creditors; or (x) any of the circumstances set forth in
clauses (vi), (viii) or (ix) occurs as to any guarantor or surety of Tenant’s
performance under this Lease (a “Guarantor”),  or such Guarantor defaults under or is in
breach of any provision under its guaranty or suretyship agreement; or (xi) Landlord
shall determine that any financial or other information provided to Landlord by
or on behalf of Tenant or Guarantor shall be or have been materially false or
misleading; or (xii) there is committed by Tenant any other act or omission
which is stated in this Lease to be an Event of Default. The grace period
provision in clause (i) above and the notice and grace period provision in
clause (ii) above shall have no application to the Events of Default referred
to in clauses (iii) through (xii) above.


21.                  LANDLORD’S
RIGHTS AND REMEDIES.


21.1              Landlord’s
Remedies. In addition to all other rights and remedies of Landlord, if an
Event of Default shall occur, Landlord may, at its option, at any time
thereafter exercise any one or more of the following remedies:


(a)                      Termination
of Lease. Landlord may terminate this Lease, by written notice to Tenant,
without any right by Tenant to reinstate its rights by payment of rent due or
other performance of the terms and conditions hereof. Upon such termination
Tenant shall immediately surrender possession of the Premises to Landlord, and
Landlord shall immediately become entitled to receive from Tenant an amount
equal to the difference between the aggregate of all Fixed Rent and Additional
Rent reserved under this Lease for the balance of the Lease Term, and the fair
rental value of the Premises for that period, determined as of the date of such
termination.



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(b)                     Reletting. With or without terminating this Lease, as Landlord may elect,
Landlord may re-enter and repossess the Premises, or any part thereof, and
lease them to any other person upon such terms as Landlord shall deem
reasonable for a term within or beyond the term of this Lease; provided, that
any such reletting prior to termination shall be for the account of Tenant, and
Tenant shall remain liable for (i) all Fixed Rent, Additional Rent and other
sums which would be payable under this Lease by Tenant in the absence of such
expiration, termination or repossession, less (ii) the net proceeds, if any, of
any reletting effected for the account of Tenant after deducting from such
proceeds all of Landlord’s commercially reasonable expenses, including
employees’ expenses, attorneys’ fees, real estate brokerage commissions and
alteration expenses (if any), incurred as a result of Tenant’s breach of this
Lease. Landlord agrees to use commercially reasonable efforts to mitigate its
damages in connection with the occurrence of an Event of Default under this
Lease by Tenant (which efforts shall include reletting the Premises); provided,
however, Landlord shall have no obligation to relet the Premises (x) if
Landlord, or any of its affiliates, have other comparable space available for
rent, (y) for a rental less than the fair market rental then prevailing for
other comparable space, or (z) under terms and conditions that are unacceptable
to Landlord. If the Premises are at the time of default sublet or leased by
Tenant to others, Landlord may, as Tenant’s agent, collect rents due from any
subtenant or other tenant and apply such rents to the rent and other amounts
due hereunder without in any way affecting Tenant’s obligation to Landlord
hereunder. Such agency, being given for security, is hereby declared to be
irrevocable.


(c)                      Acceleration of Rent. Landlord may declare Fixed Rent and all
items of Additional Rent (the amount thereof to be based on historical amounts
and Landlord’s estimates for future amounts) for the entire balance of the then
current Lease Term immediately due and payable, together with all other
charges, payments, costs, and expenses payable by Tenant as though such amounts
were payable in advance on the date the Event of Default occurred.


(d)                     Removal of Contents by Landlord. With respect to any portion of the Premises
which is vacant or which is physically occupied by Tenant, Landlord may remove
all persons and property therefrom, and store such property in a public
warehouse or elsewhere at the cost of and for the account of Tenant without
being deemed guilty of trespass or becoming liable for any loss or damage which
may be occasioned thereby.


(e)                      INTENTIONALLY DELETED


(f)                        Deferred/Abated Rent/Unamortized Costs. Landlord may declare any deferred or abated
rent under this Lease and any unamortized costs of improvements made by
Landlord to the Premises and any unamortized brokerage commissions paid or
payable by Landlord in connection with this Lease immediately due and payable.


(g)                     Consequential Damages. Notwithstanding anything contained in this
Lease to the contrary, Tenant shall not be liable for any consequential or
indirect damages of Landlord except as a result of Tenant’s failure to (i)
surrender the Premises (for more than thirty (30) days after the expiration or
earlier termination of this Lease) as provided for in Section 27; or (ii)
perform its removal and repair obligations (for more than thirty (30) days
after the expiration or earlier termination of this Lease) as provided for in
Section 28.


21.2              Injunction. In the event of breach by Tenant of any provision of this Lease,
Landlord shall have the right of injunction and the right to invoke any remedy
allowed at law or in equity in addition to other remedies provided for herein.



 35
 









21.3              Waiver of Redemption. Tenant hereby expressly waives any and all
rights of redemption granted by or under any present or future law in the event
this Lease is terminated, or in the event of Landlord obtaining possession of
the Premises, or in the event Tenant is evicted or dispossessed for any cause,
by reason of violation by Tenant of any of the provisions of this Lease.


21.4              Not Exclusive Right. No right or remedy herein conferred upon or
reserved to Landlord is intended to be exclusive of any other right or remedy
herein or by law provided, but each shall be cumulative and in addition to
every other right or remedy given herein or now or hereafter existing at law or
in equity by or by statute.


21.5              Expenses. In the event that Landlord commences suit for the repossession of the
Premises, for the recovery of Fixed Rent or Additional Rent or any other amount
due under the provisions of this Lease, or because of the breach of any other
covenant or provision herein contained on the part of Tenant to be kept or
performed, and a breach shall be established, Tenant shall pay to Landlord all
expenses incurred in connection therewith, including reasonable attorneys’
fees, through all appeals and in any bankruptcy proceedings. In the event that
Tenant commences suit for damages resulting from the breach of any covenant or
provision herein contained on the part of Landlord to be kept or performed, and
a breach shall be established, Landlord shall pay to Tenant all expenses
incurred in connection therewith, including reasonable attorneys’ fees, through
all appeals and in any bankruptcy proceedings.


22.                  LANDLORD’S RIGHT
TO CURE TENANT’S DEFAULT. If Tenant defaults in the making of any payment
or in the doing of any act herein required to be made or done by Tenant (beyond
any applicable grace or cure period), then Landlord may, but shall not be
required to, make such payment or do such act, and charge the amount of
Landlord’s expense to Tenant, with interest accruing and payable thereon at the
Default Rate as of the date of the expenditure by Landlord or as of the date of
payment thereof by Tenant, whichever is higher, from the date paid or incurred
by Landlord to the date of payment hereof by Tenant; provided, however, that
nothing herein contained shall be construed or implemented in such a manner as
to allow Landlord to charge or receive interest in excess of the maximum legal
rate then allowed by law. Such payment and interest shall constitute Additional
Rent hereunder due and payable with the next monthly installment of Fixed Rent;
but the making of such payment or the taking of such action by Landlord shall
not operate to cure such default by Tenant or to estop Landlord from the
pursuit of any remedy to which Landlord would otherwise be entitled.


23.                  ESTOPPELS.


23.1              Tenant Estoppel Certificate. Upon request, and within ten (10) Business
Days written notice given by or on behalf of Landlord, Tenant shall execute and
deliver to Landlord, as appropriate, a Tenant Estoppel Certificate
substantially similar to the form attached hereto as Exhibit “G”, it being intended that any such statement
delivered pursuant hereto may be relied upon by others with whom Landlord may
be dealing. Tenant’s failure to execute and deliver the Tenant Estoppel
Certificate within ten (10) Business Days notice shall serve to irrevocably
appoint Landlord as Tenant’s attorney-in-fact to execute and deliver such
certificate for and on behalf of Tenant.


23.2              Landlord Estoppel Certificate. Upon request, and within ten (10) Business
Days written notice given by or on behalf of Tenant, Landlord shall execute and
deliver to Tenant, as appropriate, an estoppel certificate certifying (to the
extent correct, or if incorrect specifying why incorrect) (a) the form of this
Lease and all amendments thereto, (b) that this Lease is in full force and
effect, (c) whether there are any known defaults outstanding on behalf of
Landlord or Tenant, and (d) any other matter reasonably requested (it being
intended that any such statement delivered pursuant hereto may be relied upon
by others with whom Tenant may be dealing).



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24.                  SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT.


24.1              This Lease and the
estate, interest and rights hereby created are subordinate to any mortgage now
or hereafter placed upon the Building or the Land or any estate or interest
therein, including, without limitation, any mortgage on any leasehold estate,
and to all renewals, modifications, consolidations, replacements and extensions
of the same as well as any substitutions therefor, subject, however, to any
such mortgagee’s agreement that Tenant’s right to possession of the Premises
shall not be disturbed and Tenant’s other rights hereunder shall not be
adversely affected by any foreclosure of such mortgage. Tenant agrees that in
the event any person, firm, corporation or other entity acquires the right to
possession of the Building or the Land, including any mortgagee or holder of
any estate or interest having priority over this Lease, Tenant shall, if
requested by such person, firm, corporation or other entity, attorn to and
become the tenant of such person, firm, corporation or other entity, upon the
same terms and conditions as are set forth herein for the balance of the Lease
Term, subject to the non-disturbance provisions set forth above.
Notwithstanding the foregoing, any mortgagee may, at any time, subordinate its
mortgage to this Lease, without Tenant’s consent, by notice in writing to
Tenant, and thereupon this Lease shall be deemed prior to such mortgage without
regard to their respective dates of execution and delivery, and in that event,
such mortgagee shall have the same rights with respect to this Lease as though
it had been executed prior to the execution and delivery of the mortgage.


24.2              Upon request, and
within ten (10) Business Days written notice given by or on behalf of Landlord,
any mortgagee, any ground or superior lessor of the Building or the Land, or
other successor to the interests of Landlord thereto, Tenant shall execute and
deliver, as appropriate, any instruments in recordable form as may be required
by such parties, including a Subordination, Non-Disturbance and Attornment
Agreement substantially similar to the form attached hereto as Exhibit “H” in order to confirm or effect
the subordination or priority of this Lease, as the case may be, and the
attornment of Tenant to future landlords in accordance with the terms of
Section 24 and such parties’ requirements. Tenant’s failure to execute and
deliver the Subordination, Non-Disturbance and Attornment Agreement within ten
(10) Business Days notice shall serve to irrevocably appoint Landlord as Tenant’s
attorney-in- fact to execute and deliver such agreement for and on behalf of
Tenant.


25.                  CONDOMINIUM
CONVERSION CONTINGENCY.


25.1              The Premises are located in the Building
which is erected on the Land which comprises the Property owned by Landlord.


25.2              The Property may be further enlarged and/or
improved with additional buildings (provided that no such enlargements or
improvements shall have a material adverse impact on Tenant’s rights under this
Lease).


25.3              Landlord, on behalf of itself and its
successors and assigns, reserves the right to convert the Property, and all of
the buildings now or hereafter located thereon, to the condominium form of
ownership pursuant to Massachusetts General Laws Chapter 183A (the “Condominium”).


25.4              Upon the conversion of the Property to the
Condominium, Tenant will cooperate in the negotiation and execution of
commercially reasonable documentation which confirms that the Premises will be
described in the Master Deed of the Condominium (the “Master Deed”) as part or all of a unit in the Condominium
(the “Unit”)  and shall be subject to said Master Deed
and also to an agreement which governs the rights and obligations of the owners
of such units (the “Declaration of Trust”)
(the Master Deed, the Declaration of Trust and any by-laws and rules or
regulations promulgated thereunder are referred to collectively as the “Condominium Documents”).



 37
 









25.5              Landlord and its
successors and assigns shall be subject to the Condominium Documents.


25.6              Tenant agrees that
in connection with the creation of the Condominium, Tenant will cooperate in
the negotiation and execution of commercially reasonable documentation which
confirms that this Lease shall be subject and subordinate to the Condominium
Documents and that Tenant’s leasehold interest will be converted to a leasehold
interest in all or a demised portion of an individual unit in the Condominium
and an interest in common with others to use common areas of the Condominium
that are ancillary to Tenant’s Premises under this Lease. The Condominium
Documents shall provide commercially reasonable protection of Tenant’s existing
rights under this Lease with the intent that Tenant’s use and occupancy of the
Premises and all appurtenant rights under this Lease (including, without
implied limitation, the right to have the Building Rules and Regulations under
this Lease uniformly enforced against all tenants of the Building) shall not be
adversely affected. As applicable, the trustees under the Declaration of Trust
and any owners of other units in the Condominium shall enter into supplemental
agreements recognizing the rights of Tenant under this Lease. Tenant’s
leasehold interest under this Lease is confirmed to be the superior interest in
the Building, Land and Property relative to any subsequently imposed
Condominium Documents, and the subordination of this Lease to any subsequently
imposed Condominium Documents can only be effected by the execution by Tenant
of a subordination agreement as referred to above.


25.7              Landlord agrees that
in connection with the creation of the Condominium, Landlord will (a) submit
the Condominium Documents to Tenant for Tenant’s review, and (b) reimburse
Tenant’s attorneys’ fees up to $1,500.00 for such review.


26.                  FINANCIAL
STATEMENTS. Upon request, and within fifteen (15) Business Days written
notice given by or on behalf of Landlord (but no more than once per calendar
year), Tenant shall furnish Landlord with (a) certified financial statements
from its accountants (including, without limitation, its most recent balance
sheet, year-to-date operating statement and profit and loss statement)
reflecting Tenant’s current financial condition, and (b) written evidence of
ownership and management of Tenant and any Biotech Affiliated Entity (as such
term is defined in Section 14.7). Notwithstanding the foregoing, Tenant shall
have no obligation to deliver any financial statements as long as it is a
publicly traded company.


27.                  HOLDING OVER. If
Tenant retains possession of the Premises or any part thereof after the
termination of this Lease or expiration of the Lease Term or otherwise in the
absence of any written agreement between Landlord and Tenant concerning any
such continuance of the term, Tenant shall pay Landlord (i) as liquidated
damages for such holding over alone, an amount, calculated on a per diem basis
for each day of such unlawful retention, equal to the greater of (a) 200% of
the Annual Fixed Rent, or  (b) the
established market rental for the Premises, for the time Tenant thus remains in
possession, plus, in each case, all Additional Rent and other sums payable hereunder,
and (ii) all other damages, costs and expenses sustained by Landlord by reason
of Tenant’s holding over more than thirty (30) days. Without limiting any
rights and remedies of Landlord resulting by reason of the wrongful holding
over by Tenant, or creating any right in Tenant to continue in possession of
the Premises, all Tenant’s obligations with respect to the use, occupancy and
maintenance of the Premises shall continue during such period of unlawful
retention.


28.                  YIELD UP.


28.1              Covenant.
Tenant agrees, on or before the expiration or earlier termination of this
Lease, to (a) surrender all keys to the Premises and make known the key or
combination for all locks or security devices remaining in the Premises; (b)
remove, at Tenant’s sole cost and expense, any and all of Tenant’s



 38
 









Personal Property,
whether or not attached to the Building, and any Alterations as Landlord may
require in accordance with the provisions of this Lease; (c) repair, at Tenant’s
sole cost and expense, any and all damage to the Premises caused by the removal
of Tenant’s Personal Property and Alterations; (d) decommission the Premises as
required by Section 28.2; and (e) peaceably yield up the Premises, broom clean
and in good order, condition and repair, reasonable wear and tear, fire and
other casualty excepted. In no event shall Tenant be required to surrender the
Premises in any better condition than they were in on the Lease Commencement
Date or thereafter improved.


28.2              Tenant’s Removal
Obligation. No later than thirty (30) days prior to the expiration or
earlier termination of this Lease, Landlord and Tenant shall jointly inspect
the Premises and agree upon a specific list of items which Tenant shall be
required to remove from the Premises. Tenant shall then proceed to remove any
and all required items, and repair any and all damage to the Premises caused by
such removal. Landlord specifically agrees that Tenant shall have no obligation
to remove Tenant’s Work (i.e., Tenant’s initial improvements to the Premises as
shown on the Tenant Plans incorporated by reference as Exhibit “L”). Tenant shall patch or cap any
damage to the Premises caused by the removal of Tenant’s Personal Property and
Alterations, but shall not be required to further repair such damage. Further,
Tenant shall clean and otherwise decommission (or, at Tenant’s election,
remove) all process piping, process supply lines, process waste lines and
process plumbing in the Premises, and all exhaust or other ductwork in the
Premises, in each case which has carried or released any Hazardous Materials
other than the permitted Hazardous Materials (the “Permitted Hazardous Materials”), a list of which is attached
hereto as part of Exhibit “M”, and
shall otherwise clean the Premises so as to permit the report hereinafter
called for by this Section 28.2 to be issued. Within thirty (30) days after
completion of such cleaning and decommissioning as to the Building, Tenant, at
Tenant’s expense, shall obtain for Landlord a report addressed to Landlord
(and, at Tenant’s election, Tenant) by a reputable licensed environmental
engineer or a qualified industrial hygienist that is designated by Tenant and
acceptable to Landlord in Landlord’s reasonable discretion, which report shall
be based on the environmental engineer’s inspection of such Building and shall
show:


(a)                      That the
Hazardous Materials carried or processed by such supply lines, waste lines and
plumbing or released through such exhaust or ductwork, to the extent, if any,
existing prior to such decommissioning, have been removed as necessary so that
the remaining process piping, process supply lines, process waste lines and
process plumbing, and all such exhaust or other ductwork, may be disposed of in
compliance with applicable Environmental Laws without taking any special
precautions for Hazardous Materials (excluding asbestos or asbestos-containing
materials), without incurring special costs (as hereinafter defined) or
undertaking special procedures (as hereinafter defined) for demolition,
disposal, investigation, assessment, cleaning or removal of Hazardous Materials
(excluding asbestos or asbestos-containing materials or any Hazardous Materials
currently existing as part of the Building or other improvements) and without
incurring regulatory compliance requirements or giving notice in connection
with Hazardous Materials (excluding asbestos or asbestos-containing materials
or any Hazardous Materials currently existing as part of the Building or other
improvements); and


(b)                     That the
Premises may be reoccupied for use consistent with Tenant’s Permitted Uses,
demolished or renovated without taking any special precautions for Hazardous
Materials (excluding (x) asbestos or asbestos-containing materials and (y) any
Hazardous Materials currently existing as part of the Building or other
improvements), without incurring special costs or undertaking special
procedures for disposal, investigation, assessment, cleaning or removal of
Hazardous Materials (excluding (x) asbestos or asbestos-containing materials
and (y) any Hazardous Materials currently existing as part of the Building or
other improvements), and without incurring regulatory requirements or giving
notice in connection with Hazardous Materials (excluding (x) asbestos or
asbestos-containing materials and (y) any Hazardous Materials currently
existing as part of the Building or other improvements).



 39















(c)                      For purposes
of Sections 28.2 (a) and (b): (i) materials previously or hereafter generated
from operations by Tenant shall not be deemed part of the Building or other
improvements, and (ii) “special costs” or
“special procedures” shall mean
costs or procedures, as the case may be, that would not be incurred but for the
nature of the Hazardous Materials as Hazardous Materials instead of
non-hazardous materials. The report shall include reasonable detail concerning
the clean-up location, the tests run and the analytic results. At Tenant’s
request, Landlord will notify Tenant if Landlord intends to demolish the
applicable portion of the Premises or substantially rehabilitate the applicable
portion of the Premises, and in that event, Landlord shall give Tenant Landlord’s
good faith estimate of the costs to Landlord of removing any of the property
otherwise required to be removed by Tenant hereunder, and Tenant may elect,
instead of removing any of such property, to make eighty percent (80%) of such
payment to Landlord in satisfaction of Tenant’s removal obligation; provided,
that in any such event, Landlord may require Tenant to remove from the Premises
the Hazardous Materials provided for above. Notwithstanding anything to the
contrary above, provided Tenant (w) limits the Hazardous Materials carried in
the process piping, process supply lines, process waste lines or process
plumbing in the Premises to the Permitted Hazardous Materials; and (x)
complies with all existing and future Legal Requirements, including but not
limited to securing any required governmental permits, licenses and
authorizations necessary for the use, storage and disposal of the Permitted
Hazardous Materials; and (y) both furnishes Landlord with, and obtains
Landlord’s consent of (such consent not to be unreasonably withheld,
conditioned or delayed), Tenant’s protocol for the use, storage and disposal of
the Permitted Hazardous Materials (which protocol is attached hereto as part of
Exhibit “M”); and (z) does
not otherwise negatively impact the condition of any process piping, process
supply lines, process waste lines or process plumbing (such negative impact to
be measured by pre- and post- tenancy condition tapes), then Landlord agrees
that Tenant shall not be required to remove any such process piping, process
supply lines, process waste lines or process plumbing in the Premises in order
to satisfy its cleaning and decommissioning requirements set forth hereunder.


28.3              Certain Rights of
Landlord. If Tenant fails to perform its removal obligations hereunder,
Landlord, without limiting Landlord’s other rights and remedies under this
Lease, (a) may treat such failure as a hold over and/or (b) may, on ten (10)
Business Days prior written notice to Tenant, perform such obligations at
Tenant’s sole cost and expense, and Tenant shall promptly reimburse Landlord
upon demand for all out-of-pocket costs and expenses incurred by Landlord in
connection with such work. In addition, any such reimbursement shall include a
five percent (5%) administrative fee to cover Landlord’s overhead in
undertaking such work. The reimbursement and administrative fee shall be
Additional Rent. Tenant’s removal obligations under this Section shall survive
the termination of this Lease. Any items of Tenant’s Personal Property or trade
fixtures which remain in the applicable portion of the Premises after the
expiration date of the applicable Lease Term may, on ten (10) Business Days
prior written notice to Tenant, at the option of Landlord, be deemed abandoned
and in such case may either be retained by Landlord as its property or be
disposed of, without accountability, at Tenant’s expense in such manner as
Landlord may see fit.


29.                  PERSONAL
PROPERTY TAXES. Tenant agrees to pay, on or before the due date thereof,
all taxes charged, assessed or imposed upon the Personal Property (including,
without limitation, furniture, fixtures and equipment) of Tenant in or about
the Premises.


30.                  BROKERS. Each
party represents and warrants to the other that they have not made any
agreement or taken any action which may cause anyone to become entitled to a
commission as a result of the transactions contemplated by this Lease, and each
will indemnify and defend the other from any all claims, actual or threatened,
for compensation by any such third person by reason of such party’s breach of
their representation or warranty contained in this Section 30 except for
Richards Barry Joyce & Partners, representing Landlord exclusively, and T3
Advisors, representing Tenant exclusively. Landlord



 40
 









will pay any commission
due to the broker(s) hereunder pursuant to its separate agreement with the
broker(s) hereunder subject to execution and delivery of this Lease by Landlord
and Tenant.


31.                  NOTICES. All
notices or other communications hereunder shall be in writing and shall be
deemed to have been given (i) if delivered by hand, by messenger or by an
express delivery service (FedEx, UPS, DHL, etc.), then if and when delivered
(or if delivery is refused, when refused) to the respective parties at the
below addresses (or at such other address as a party may hereafter designate
for itself by notice to the other party as required hereby), or (ii) if mailed,
then on the third Business Day following the date on which such
communication is deposited in the United States mails, by first class
registered or certified mail, return receipt requested, postage prepaid, and
addressed to the respective parties at the below addresses (or at such other
address as a party may hereafter designate for itself by notice to the other party
as required hereby). Notice by counsel to a party shall be deemed notice from
such party.




	
  31.1

  	
   

  	
  If to Landlord:

  	
   

  	
  Intercontinental Fund III 830 Winter Street, LLC

  c/o Intercontinental Management Corp.

  1270 Soldiers Field Road

  Boston, MA 02135

  ATTN: Scott Kelly

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.2

  	
   

  	
  With a copy to:

  	
   

  	
  Bradley & Associates

  1270 Soldiers Field Road

  Boston, MA 02135

  ATTN: James M. Bradley, Esq.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.3

  	
   

  	
  If to Tenant before the Rent Commencement
  Date:

  	
   

  	
  ImmunoGen, Inc.

  128 Sidney Street

  Cambridge, MA 2139

  ATTN: Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.4

  	
   

  	
  If to Tenant after the Rent Commencement
  Date:

  	
   

  	
  ImmunoGen, Inc.

  830 Winter Street

  Waltham, MA 02451

  ATTN: Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.5

  	
   

  	
  With a copy to:

  	
   

  	
  Looney, Cohen, Reagan & Aisenberg LLP

  33 Broad Street

  Boston, MA 02109

  ATTN: James H. Cohen, Esq.

  






 


32.                  MISCELLANEOUS.


32.1              Authority.
Each party represents and warrants that it is duly formed and in good standing,
and has full corporate or partnership power and authority, as the case may be,
to enter into this Lease and has taken all corporate or partnership action, as
the case may be, necessary to carry out the transaction contemplated herein, so
that when executed, this Lease constitutes a valid and binding obligation
enforceable in accordance with its terms.


32.2              Successors and
Assigns. The obligations of this Lease shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns;
provided that Landlord and



 41
 









each successive owner of
the Building shall be liable only for obligations accruing during the period of
its ownership or interest in the Building, and from and after the transfer by
Landlord or such successive owner of its ownership or other interest in the
Building, Tenant shall look solely to the successors in title for the
performance of Landlord’s obligations hereunder arising thereafter.


32.3              Waivers. No
delay or forbearance by Landlord in exercising any right or remedy hereunder or
in undertaking or performing any act or matter which is not expressly required
to be undertaken by Landlord shall be construed, respectively, to be a waiver
of Landlord’s rights or to represent any agreement by Landlord to undertake or
perform such act or matter thereafter.


32.4              Waiver of Trial
by Jury. Tenant hereby consents to the exclusive jurisdiction of the courts
of the state where the Premises are located in any and all actions or
proceedings arising under this Lease, and irrevocably agrees to service of
process in accordance with Section 31 above. Landlord and Tenant agree to waive
trial by jury in any action, proceeding or counterclaim brought by either of
the parties hereto against the other on any matter whatsoever arising out of or
in any way connected with this Lease, the relationship of Landlord and Tenant,
Tenant’s use of or occupancy of the Premises and/or any claim of injury or
damage and any emergency or any other statutory remedy.


32.5              Limitation of
Landlord’s Liabilities. Tenant shall look solely to the Premises and rents
derived therefrom and Landlord’s insurance proceeds for enforcement of any
obligation hereunder or by law assumed or enforceable against Landlord, and no
other property or other assets of Landlord shall be subjected to levy,
execution or other enforcement procedure for the satisfaction of Tenant’s
remedies or with respect to this Lease, the relationship of landlord and tenant
hereunder or Tenant’s use and occupancy of the Premises.


32.6              Time of the
Essence. All times, wherever specified herein for the performance by
Landlord or Tenant of their respective obligations hereunder, are of the
essence of this Lease.


32.7              Severability.
Each covenant and agreement in this Lease shall for all purposes be construed
to be a separate and independent covenant or agreement. If any provision in
this Lease or the application thereof shall to any extent be invalid, illegal
or otherwise unenforceable, the remainder of this Lease, and the application of
such provision other than as invalid, illegal or unenforceable, shall not be
affected thereby; and such provisions of this Lease shall be valid and
enforceable to the fullest extent permitted by law.


32.8              Headings and
Terms. The title and headings of this Lease are for convenience of
reference only and shall not in any way be utilized to construe or interpret
the agreement of the parties as otherwise set forth herein. The term “Landlord”
and term “Tenant” as used herein shall mean, where appropriate, all persons
acting by or on behalf of the respective parties, except as to any required
approval, consents or amendments, modifications or supplements hereunder when
such terms shall only mean the parties originally named on the first page of
this Lease as Landlord and Tenant, respectively, and their agents so authorized
in writing.


32.9              Lease Not Binding
Until Executed and Delivered. This Lease shall not bind Landlord unless and
until it has been signed and delivered by Tenant, received and accepted by
Landlord, and then countersigned and redelivered by Landlord to Tenant.


32.10        Counterparts. This
Lease may be executed in two (2) or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
lease agreement.



 42
 









32.11        Amendment and
Modification. This Lease, including all Exhibits and Addenda attached
hereto, each of which is incorporated in this Lease, contains the entire
agreement between the parties hereto, and shall not be amended, modified or
supplemented unless by agreement in writing signed by both Landlord and Tenant.


32.12        Governing Law. This
Lease shall be governed by and construed in accordance with the laws of the
State of Massachusetts.


32.13        Cross-Default. If
there is more than one lease between Landlord and Tenant, or any Biotech
Affiliated Entity (as hereinbefore defined), for space in the Building, a
default under one lease shall be deemed to be a default under both leases.


33.                  PARKING. Pursuant
to all covenants, conditions and agreements of this Lease, Landlord hereby
authorizes for use by Tenant, at no additional charge to Tenant, up to 2.8
non-reserved, first-come, first-served parking spaces per 1,000 rentable square
feet of the Premises leased hereunder, which is currently two hundred
forty-nine (249) non-reserved, first-come, first-served parking spaces (such
parking spaces to be allocated as follows: 2.4 non-reserved, first-come,
first-served “surface” parking spaces per 1,000 rentable square feet of the
Premises leased hereunder, and 0.4 non-reserved, first-come,
first-served “garage” parking spaces per 1,000 rentable square feet of the
Premises leased hereunder). Landlord reserves the right to rearrange the
configuration of any parking spaces, assign particular spaces to other tenants
of the Building, and otherwise change or alter the “surface” or “garage”
parking in any manner whatsoever, so long as Tenant is not deprived of the use
of two hundred forty-nine (249) parking spaces in the allocated ratios set
forth above. Landlord does not assume any responsibility for, and shall not be
liable for, any damage, loss or theft (of any nature whatsoever) to or of any
automobiles or other vehicles, or any contents or other Personal Property
located therein, while in or about the surface parking lot or structured
parking garage.


34.                  SIGNAGE. Landlord,
at its sole cost and expense, may modify the signage plan of the Property in
place as of the Lease Commencement Date, so long as Landlord shall provide
appropriate signage and monuments directing Tenant’s employees and customers to
the Building and the Premises. Any such changes to the signage plan shall be
subject to obtaining any necessary permits from the City of Waltham or as
required by other local law, regulation or ordinance. Tenant, at Landlord’s
sole cost and expense, shall have the right to place its corporate name at (i)
the entrance to the Premises, (ii) the Building lobby directory, (iii) the
Building monument sign, and (iv) the entrance to the office park, each in
accordance with any applicable Building Rules and Regulations. Tenant’s
corporate logo has been approved by Landlord in the form attached hereto as Exhibit “O” and Tenant may incorporate its
corporate logo into its signage as set forth in sub- (i), (ii) and (iii) above.
All tenant signage shall be of similar size. No tenant shall enjoy signage on
the exterior of the Building unless it shall lease and occupy more than fifty
percent (50%) of the Building’s total rentable area; provided, however, Tenant,
at Tenant’s sole cost and expense, shall have the right to place its corporate
name on the exterior of the Building as long as Tenant continues to occupy the
entire Premises leased hereunder. Tenant agrees not to install, inscribe,
paint, affix or otherwise display any sign or advertisement on any part of the
Premises or the Building that can be seen from outside of the Premises or the
Building without Landlord’s prior written consent.


35.                  RIGHT OF FIRST
OFFER. Provided that Tenant shall not be in an Event of Default at the time
of Landlord’s Notice of RoFO Premises (as hereinafter defined) beyond any applicable
grace period, and subject to any pre-existing rights, Tenant shall have an
ongoing right of first offer to lease any space that becomes available in the
Building (the “RoFO Premises”).  The Annual Fixed Rent for the RoFO
Premises shall be one hundred percent (100%) of the Fair Market Rental (as
defined in Section 37 below).



 43
 









All other non-economic
terms of this Lease shall apply, subject to the following additional terms and
conditions:


35.1              Before Landlord
offers to lease the RoFO Premises to a third party, Landlord shall offer to
lease such space to Tenant in writing (“Landlord’s
Notice of RoFO Premises”). Tenant shall then have seven (7) Business
Days from receipt of Landlord’s Notice of RoFO Premises to accept the economic
terms and conditions of Landlord’s Notice of RoFO Premises by notifying
Landlord, in writing, of its intent to lease the RoFO Premises on said terms
and conditions.


35.2              If Tenant does not
so notify Landlord of its intent to lease the RoFO Premises, then Tenant shall
have no further right to lease the RoFO Premises, provided that if Landlord
fails to execute a lease agreement for the RoFO Premises with a third party
upon substantially the same economic terms and conditions as those set forth in
Landlord’s Notice of RoFO Premises within one hundred eighty (180) days of said
seven (7) Business Day period, Tenant’s right to lease the RoFO Premises shall
revive and be in full force and effect. For the purpose of this Section 35.2,
the RoFO Premises refers to the specific individual RoFO Premises contained in
Landlord’s Notice of RoFO Premises.


35.3              If Tenant notifies
Landlord of its intent to lease the RoFO Premises, Landlord shall submit to
Tenant, and Tenant shall execute and deliver to Landlord within fifteen (15)
Business Days from receipt thereof, an amendment to the Lease which contains
all of the terms and conditions set forth in Landlord’s Notice of RoFO
Premises, and such modifications to the Lease as may be necessary to reflect
the inclusion of the RoFO Premises. If Tenant fails to execute and deliver said
amendment within said fifteen (15) Business Day period, Tenant’s right to lease
the RoFO Premises shall terminate, and Landlord shall have no further
obligation to lease the RoFO Premises to Tenant and may lease the RoFO Premises
(or any portion thereof) to another party upon such terms and conditions as
Landlord may deem appropriate, free and clear of any rights in favor of Tenant
contained herein; provided, however, that so long as Tenant is diligently and
timely continuing to pursue the execution of such Lease amendment to completion
as provided for herein, Landlord agrees to extend the fifteen (15) Business Day
period referenced above for an additional fifteen (15) Business Days.


35.4              Tenant may not
assign, mortgage, pledge, encumber or otherwise transfer its interest or rights
under Section 35 (other than in connection with an assignment of this Lease or
a subletting of the Premises in its entirety), and any such purported transfer
or attempt to transfer shall be null and void and without effect, shall
terminate Tenant’s rights under Section 35, and shall constitute a default
under this Lease.


35.5              Notwithstanding
anything to the contrary contained herein, if and only if Landlord’s Notice of
RoFO Premises is given within the last twenty-four (24) months of the Lease
Term (as the same may be extended), Tenant’s right of first offer to lease the
RoFO Premises shall be subject to Tenant’s extension of the Lease Term for the
Premises to meet the Lease Term offered for the RoFO Premises so that the
Premises and the RoFO Premises both expire on the same date. In such
event, the Fixed Rent for the Premises and the RoFO Premises for such
additional period shall be one hundred percent (100%) of the Fair Market Value
(as defined in Section 37 below).


36.                  EXTENSION
OPTION. Provided that Tenant shall not be in an Event of Default at the
time of Tenant’s Extension Notice (as hereinafter defined) beyond any
applicable grace period, Tenant shall have two (2) options (each an “Extension Option”)  to extend the Lease Term, each for an
additional five (5) years (each an “Extension
Term”), independent of Tenant’s
obligation to extend the Lease Term pursuant to Section 35.5 above. Tenant must
exercise the Extension Option by providing written notice of election to
Landlord (the “Extension Notice”)  not more than fifteen (15) months nor
fewer than twelve



 44
 









(12) months prior to the
scheduled expiration of the Lease Term (as the same may be extended). The
Annual Fixed Rent in and for the Extension Term shall be one hundred percent
(100%) of the Fair Market Rental (as defined in Section 37 below). All other
non-economic terms of this Lease shall apply during any Extension Term.


37.                  FAIR MARKET
RENTAL.


37.1              Fair Market
Rental. As used herein, “Fair Market Rental”
means the Fixed Rent per annum which Landlord could reasonably
expect to obtain from a third party for the Premises or the RoFO Premises (as
the case may be) if Landlord put the same on the market for lease in “as is”
condition for a term corresponding to the term offered hereunder.


37.2              Fair Market
Rental During Any Extension Term. With respect to Sections 35.5 and 36
only, if Landlord and Tenant are unable to reach a written agreement as to the
Fair Market Rental ninety (90) days prior to the beginning of any Extension
Term, such dispute shall be resolved exclusively by resort to the Arbitration
(as hereinafter defined). Pending the initiation or outcome of the Arbitration,
Tenant shall not withhold any rents demanded by Landlord.


37.3              Arbitration.
The “Arbitration” shall operate as
described in this paragraph. Within fifteen (15) days after the period for
Landlord and Tenant to reach a written agreement has expired without them
having reached a written agreement on the Fair Market Rental as described above,
Landlord shall choose a person who is then (and for the previous five (5) years
has been) a licensed real estate broker engaged in leasing comparable “biotech”
and/or “life science” commercial properties located in the greater
Boston/Cambridge/Waltham area where the Building is located (and obtain the
acceptance of the person chosen) to act as one of the arbitrators, Tenant shall
choose a person who is then (and for the previous five (5) years has been) a
licensed real estate broker engaged in leasing comparable “biotech” and/or “life
science” commercial properties located in the greater Boston/Cambridge/Waltham
area where the Building is located (and obtain the acceptance of the person
chosen) to act as one of the arbitrators, and each party shall notify the other
of the name, address and telephone number of the person who has been selected
by it and has agreed with it to act as an arbitrator. The two arbitrators
(i.e., the one selected by Landlord and the one selected by Tenant) shall
endeavor to reach an agreement as to what the Fair Market Rental should be; and
if the two arbitrators cannot agree in writing on what the Fair Market Rental
should be at least forty-five (45) days prior to the beginning of the Extension
Term, they shall choose a third person (who is a licensed real estate broker
engaged in leasing comparable “biotech” and/or “life science” commercial
properties located in the greater Boston/Cambridge/Waltham area where the
Building is located) mutually acceptable to them (and obtain the acceptance of
such selection from the person they have selected) to act as the third
arbitrator. The arbitrators selected by Landlord and Tenant shall each prepare
their own determination of the figure (the “Proposed
Determination”)  that
should be the Fair Market Rental and submit their respective Proposed
Determinations in writing to the third arbitrator promptly after the third
arbitrator is chosen. The third arbitrator shall meet with the first two
arbitrators to review and discuss the Proposed Determination submitted by each
of them, and promptly thereafter issue his or her own determination in writing
to Landlord and Tenant. The determination of the third arbitrator shall be made
on the basis of which Proposed Determination submitted by the other two arbitrators
is closest to what the third arbitrator believes the Fair Market Rental should
be, and such determination of the third arbitrator must be made only by his or
her selecting one of the Proposed Determinations previously submitted in
writing by the other arbitrators. The determination of the third arbitrator (or
the determination mutually agreed to by the first two arbitrators, if such
written agreement is reached by them before the selection of a third arbitrator
is required) shall be binding and conclusive on Landlord and Tenant.



 45
 









38.                  ANCILLARY SPACE.
Landlord understands that Tenant may require emergency back-up power in
connection with the operation of Tenant’s business which would necessitate the
installation and operation of an emergency back-up generator and fuel tank
(such fuel tank not to exceed 1,000 gallon capacity), together with related
equipment, mountings and supports (collectively, “Tenant’s Generator”),  and
one (1) CO2 tank, one
(1) N2 (gas nitrogen) tank, and one (1) LN2 (liquid nitrogen) tank (collectively, “Auxiliary Tanks”),  adjacent to, or on the roof of, the
Building. Landlord will make available to Tenant, at no additional charge to
Tenant, either (but not both) such adjacent space or rooftop space (the “Ancillary Space”) in a location to be
determined by agreement of Landlord and Tenant, and as shown on Exhibit “P” attached hereto and made part
of hereof, and upon the terms and conditions set forth below:


38.1              The Ancillary Space
shall be used only for housing and operating Tenant’s Generator and Auxiliary
Tanks as approved in writing by Landlord. Landlord’s approval shall not be
unreasonably withheld, conditioned or delayed provided Tenant demonstrates to
Landlord’s reasonable satisfaction that Tenant’s Generator and Auxiliary Tanks
(a) will not affect the structural integrity of the Building; (b) will not
negatively impact the roof or the roof membrane; (c) will not interfere with
any Building equipment operated by Landlord; and (d) will comply with all Legal
Requirements.


38.2              Tenant shall not
install or operate Tenant’s Generator and Auxiliary Tanks until Tenant has
obtained and submitted to Landlord (a) copies of Tenant’s plans and
specifications for Tenant’s Generator and Auxiliary Tanks; and (b) all required
governmental permits, licenses and authorizations necessary for the
installation and operation thereof. In addition, Tenant shall comply with all
Building Rules and Regulations (and Construction Rules and Regulations)
promulgated by Landlord in the installation, operation and maintenance of
Tenant’s Generator and Auxiliary Tanks.


38.3              Tenant shall
adequately sound-proof Tenant’s Generator to comply with all Legal Requirements
and Landlord’s specified maximum decibel levels for equipment operations.


38.4              Notwithstanding anything
to the contrary contained herein, in the event that Landlord determines that
the periodic testing of Tenant’s Generator interferes with the operation of the
Building or the operations of any of the occupants of the Building, then Tenant
shall, upon written notice from Landlord, cause all further testing of Tenant’s
Generator to occur after normal Business Hours. Other than for periodic testing
as aforesaid, in no event shall Tenant be entitled to operate Tenant’s
Generator except in cases of a power outage to the Premises or any portion
thereof.


38.5              Landlord shall have
no obligation to prepare the Ancillary Space for Tenant’s use. Nor does
Landlord makes any warranties or representations to Tenant as to the
suitability of the Ancillary Space for the installation and operation of Tenant’s
Generator and Auxiliary Tanks.


38.6              Landlord shall have
no obligation to provide any services, including, without limitation, electric
current, to the Ancillary Space or to Tenant’s Generator and Auxiliary Tanks.


38.7              Tenant shall be
responsible for the cost of maintaining and repairing Tenant’s Generator and
Auxiliary Tanks, and the cost of repairing any damage to the Building (or
necessary improvements to the Building) caused by or as a result of the
installation and operation of Tenant’s Generator and Auxiliary Tanks.


38.8              If the installation
and operation of Tenant’s Generator and Auxiliary Tanks damages the roof, or
invalidates or negatively impacts the roof warranty, Tenant shall be fully
responsible for the cost of any subsequent repairs to the roof (to the extent
that such roof warranty is invalidated or negatively



 46
 









impacted) related to such
installation and operation. Notwithstanding the foregoing, provided Tenant uses
a licensed contractor approved by the provider of Landlord’s roof warranty
(which is currently Carlisle SynTec Incorporated) to install, maintain and
repair Tenant’s Generator and Auxiliary Tanks, Tenant shall not be responsible
for the cost of any subsequent repairs to the roof (to the extent that such
roof warranty is invalidated or negatively impacted) related to such
installation, maintenance and repair.


38.9              Tenant shall use
commercially reasonable efforts to ensure that the installation and operation
of Tenant’s Generator and Auxiliary Tanks do not adversely affect the insurance
coverage for the Building. If for any reason the installation or operation of
Tenant’s Generator and Auxiliary Tanks does result in an increase in the amount
of the premiums for such insurance coverage, then Tenant shall be liable for
the full amount of any such increase resulting from the installation and
operation of Tenant’s Generator and Auxiliary Tanks.


38.10        Tenant shall, at all times
during the Lease Term and for such further time as Tenant shall occupy the
Ancillary Space or any part thereof, covenant and agree to exonerate,
indemnify, defend, protect and save Landlord and Landlord Parties harmless from
and against any and all claims, demands, expenses, losses, suits and damages as
may be occasioned arising out of the installation and operation of Tenant’s
Generator and Auxiliary Tanks, except if caused by the negligence or willful
misconduct of Landlord, its agents, servants or employees.


38.11        Except in response to an
emergency where no prior notice is practicable (Landlord and Tenant shall
cooperate to develop procedures and policies for emergency access), neither
Tenant nor Tenant’s Contractor shall have the right to access the roof of the
Building (including the Ancillary Space if so located) unless (a) Tenant or
Tenant’s Contractor shall have given Landlord at least two (2) full Business
Days notice of the need therefor; (b) Tenant or Tenant’s Contractor is
accompanied by an authorized representative of Landlord during such roof
access; and (c) such roof access occurs during normal Business Hours (or if
outside normal Business Hours, Tenant shall reimburse Landlord for the
reasonable expense of providing off-hours personnel to accompany Tenant or
Tenant’s Contractor.


38.12        Landlord may require that
Tenant’s Generator and Auxiliary Tanks be screened from public view. Landlord
may, at its election, relocate Tenant’s Generator and Auxiliary Tanks;
provided, however, that Landlord shall be responsible for the cost of such
relocation and shall cooperate with Tenant to schedule the process of
relocation to avoid interruption in Tenant’s back-up power supply.


38.13        At Landlord’s election,
Tenant shall remove Tenant’s Generator and Auxiliary Tanks at the expiration or
earlier termination of this Lease and Tenant or Tenant’s Contractor shall be
responsible for the cost of repairing any damage to the Ancillary Space, the
roof of the Building (if the Ancillary Space is so located), and any other
portions of the Building caused by the installation, operation, maintenance or
removal of Tenant’s Generator and Auxiliary Tanks.


38.14        Tenant may not assign,
mortgage, pledge, encumber or otherwise transfer its interest or rights under
Section 38 (other than in connection with an assignment of this Lease or a
subletting of the Premises in its entirety), and any such purported transfer or
attempt to transfer shall be null and void and without effect, shall terminate
Tenant’s rights under Section 38, and shall constitute a default under this
Lease.


39.                  BUILDING RULES
AND REGULATIONS. Attached hereto as Exhibit
“F” are the Building Rules and Regulations currently in effect which
have been specifically and expressly adopted by Landlord and Tenant as of the
Lease Date. Landlord shall have the right from time to time to make
commercially reasonable adjustments to the Building Rules and Regulations;
provided, however, Landlord shall at all



 47
 









times use commercially
reasonable efforts to enforce the Building Rules and Regulations uniformly
against all tenants of the Building.


40.                  LANDLORD
REPRESENTATION. Notwithstanding anything contained in this Lease to the
contrary, Landlord represents, to the best of its knowledge, that as of the
Lease Commencement Date, (a) the Property is in compliance with all Legal
Requirements and Environmental Laws, and (b) there has been no violation of
Legal Requirements or Environmental Laws of which Landlord has notice that has
not been cured. Tenant’s sole remedy for the inaccuracy of such representation
shall be to notify Landlord of any such violation within thirty (30) days after
the Lease Commencement Date, and Landlord shall remedy the condition at its
sole cost and expense.


41.                  EXHIBITS AND
ADDENDA. Additional terms to this Lease, if any, are set forth in the
attached Exhibits and Addenda, which are incorporated herein by reference as
follows:


A.                     Legal
Description


B.                       Premises


C.                       Fixed Rent


D.                      Provisions
Regarding Additional Rent


E.                        Form of
Commencement Date Certificate


F.                        Building
Rules and Regulations


G.                       Form of
Tenant Estoppel Certificate


H.                      Form of
Subordination, Non-Disturbance and Attornment Agreement


I.                           Draft
Letter of Credit


J.                          Base
Building Specifications


K.                      Tenant
Design Manual


L.                        Tenant
Plans


M.                   Permitted
Hazardous Materials and Protocol


N.                      INTENTIONALLY
DELETED


O.                      Tenant’s
Corporate Logo


P.                        Ancillary
Space


Q.                      Tenant’s
Proposed Plans


[END
OF TEXT; SIGNATURES FOLLOW ON NEXT PAGE.]



 48
 









IN
WITNESS WHEREOF, the parties hereto have caused this Lease to
be executed on the day and year first above written.


	
  

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTERCONTINENTAL FUND III 830
  WINTER

  STREET, LLC,

  
	
   

  	
   

  	
  a Massachusetts limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY: 

  	
   

  
	
   

  	
   

  	
  INTERCONTINENTAL REAL ESTATE

  
	
   

  	
   

  	
  INVESTMENT FUND III LLC,

  
	
   

  	
   

  	
  a Massachusetts limited liability company,

  its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   

  
	
   

  	
   

  	
  INTERCONTINENTAL REAL ESTATE

  CORPORATION,

  
	
   

  	
   

  	
  a Massachusetts corporation,

  its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Peter
  Palandjian

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Peter Palandjian

  
	
   

  	
   

  	
  Title:

  	
  President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  IMMUNOGEN, INC.,

  
	
   

  	
   

  	
  a Massachusetts corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel Junius

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Daniel Junius

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
								



 



 49















EXHIBIT
“C”


FIXED
RENT


Tenant shall pay Fixed Rent for the Lease
Term as follows:


	
   

  	
   

  	
  FIXED RENT FOR “PREMISES”

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  620
  

  	
   RSF (Basement pH Room)

  	 

	
   

  	
  +

  	
  687

  	
   RSF (Basement Waste Room)

  	 

	
   

  	
  +

  	
  34,986

  	
   RSF (First Floor)

  	 

	
   

  	
  +

  	
  38,511

  	
   RSF (Second Floor)

  	 

	
   

  	
  +

  	
  14,126

  	
   RSF

  	
  (Third Floor)

  	 

	
   

  	
  =

  	
  88,930

  	
   RSF TOTAL

  	 

							



 


	
  Period

  	
   

  	
  Annual

  Fixed Rent

  	
   

  	
  Monthly

  Fixed Rent

  	
   

  	
  Per RSF

  	
   

  
	
  Lease Commencement Date
  – day before Rent Commencement Date

  	
   

  	
  N/A

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  Year 1

  	
   

  	
  $

  	
  3,423,805.00

  	
   

  	
  $

  	
  285,317.08

  	
   

  	
  $

  	
  38.50

  	
   

  
	
  Year 2

  	
   

  	
  $

  	
  3,423,805.00

  	
   

  	
  $

  	
  285,317.08

  	
   

  	
  $

  	
  38.50

  	
   

  
	
  Year 3

  	
   

  	
  $

  	
  3,423,805.00

  	
   

  	
  $

  	
  285,317.08

  	
   

  	
  $

  	
  38.50

  	
   

  
	
  Year 4

  	
   

  	
  $

  	
  3,690,595.00

  	
   

  	
  $

  	
  307,549.58

  	
   

  	
  $

  	
  41.50

  	
   

  
	
  Year 5

  	
   

  	
  $

  	
  3,690,595.00

  	
   

  	
  $

  	
  307,549.58

  	
   

  	
  $

  	
  41.50

  	
   

  
	
  Year 6

  	
   

  	
  $

  	
  3,690,595.00

  	
   

  	
  $

  	
  307,549.58

  	
   

  	
  $

  	
  41.50

  	
   

  
	
  Year 7

  	
   

  	
  $

  	
  3,957,385.00

  	
   

  	
  $

  	
  329,782.08

  	
   

  	
  $

  	
  44.50

  	
   

  
	
  Year 8

  	
   

  	
  $

  	
  3,957,385.00

  	
   

  	
  $

  	
  329,782.08

  	
   

  	
  $

  	
  44.50

  	
   

  
	
  Year 9

  	
   

  	
  $

  	
  3,957,385.00

  	
   

  	
  $

  	
  329,782.08

  	
   

  	
  $

  	
  44.50

  	
   

  
	
  Year 10

  	
   

  	
  $

  	
  4,224,175.00

  	
   

  	
  $

  	
  352,014.58

  	
   

  	
  $

  	
  47.50

  	
   

  
	
  Year 11

  	
   

  	
  $

  	
  4,224,175.00

  	
   

  	
  $

  	
  352,014.58

  	
   

  	
  $

  	
  47.50

  	
   

  
	
  Year 12

  	
   

  	
  $

  	
  4,224,175.00

  	
   

  	
  $

  	
  352,014.58

  	
   

  	
  $

  	
  47.50

  	
   

  



 


Rent checks should be made payable to
Intercontinental Fund III 830 Winter Street, LLC and delivered to:


Intercontinental Fund III 830 Winter Street, LLC

P.O. Box 847902

Boston, MA 02284-7902



 C-1















EXHIBIT
“D”


PROVISIONS
REGARDING ADDITIONAL RENT


A.        Exclusions
from Operating Expenses.


(1)                  any costs of managing the property other than
a management fee, and any management fees in excess of five percent (5%) of the
gross rental income of the Property;


(2)       wages, salaries, taxes,
workers compensation insurance premiums or fringe benefits paid to employees of
Landlord or affiliates of Landlord above the grade of asset manager or, where
such employees at the grade of asset manager or below devote time to properties
other than the Property, the portion not allocable to the Property;


(3)       costs of repairs to the
extent actually reimbursed by insurance, or resulting from eminent domain
takings to the extent covered by the award;


(4)       any costs which have been
previously included in Taxes or Operating Expenses (whether under the same or a
different category);


(5)       financing and
refinancing costs in respect of any financing of the Property, including debt
service, amortization, points and commissions in connection therewith;


(6)       rent or other charges
payable under any ground or underlying lease;


(7)       costs of repositioning,
selling or syndicating Landlord’s interest in the Property;


(8)       advertising and
promotional expenditures, contributions or gifts;


(9)       brokerage fees or
commissions;


(10)     legal fees incurred in
connection with Landlord’s preparation, negotiation and enforcement of leases
with other tenants; and any other professional fees for matters not relating to
the normal administration and operation of the Property, or relating to matters
which are excluded from Operating Expenses for the Property;


(11)     interest or penalties for
any delinquent payments by Landlord unless and to the extent resulting from
Tenant’s failure to pay, when and as due, Tenant’s Proportionate Share of the
Taxes and Operating Expenses (in which case Tenant shall be responsible for
100% of such interest or penalties);


(12)     the cost of making
leasehold improvements and decorations to any leasable space to prepare the
same for occupancy by a tenant thereof, or thereafter for the benefit of a
particular tenant or tenants;


(13)     services performed for or
provided to any tenant to the extent such services are exclusive to such
tenant;


(14)     any expenditures on
account of Landlord’s acquisition of air or similar development rights;



 D-1
 









(15)     the cost of capital
improvements that do not constitute Ordinary Capital Improvements unless Tenant
shall request or approve any such improvement;


(16)     Landlord’s depreciation
of the Building or other improvements or amortization of personal property or
equipment;


(17)     Interest, principal,
points, fees, amortization and other costs associated with any debt and rent
payable under any lease to which this Lease is subject, and all costs and
expenses associated with any such debt or lease and any ground lease rent,
irrespective of whether this Lease is subject or subordinate thereto;


(18)     Rent for any office space
occupied by Building management personnel to the extent the size or rental rate
for of such office space exceeds the size or fair market rental of office space
occupied by management personnel of comparable “biotech” and/or “life science”
commercial properties located in the greater Boston/Cambridge/Waltham area
where the Building is located; and


(19)      Costs associated with
the operation of the business of the entity which constitutes Landlord as the
same are distinguished from costs of the operation of the Building, including
accounting and legal matters, costs of defending any lawsuits with any mortgagee
(except as the actions of Tenant may be in issue), costs of selling,
syndicating, financing, mortgaging or hypothecating any of Landlord’s interests
in the Building, and costs incurred in connection with any disputes between
Landlord and other tenants of the Building which arise from a lease default or
breach by such tenants.


(20)     Costs associated with
complying with any Legal Requirement or Environmental Law in effect prior to
the Lease Commencement Date.


B.        Overtime HVAC. Tenant’s
clean room areas shall be served by a dedicated HVAC system controlled by
Tenant and with energy provided under Tenant’s metered electricity. The HVAC
system for the balance of the Premises shall be tied into the Building HVAC
system and shall be available for use by Tenant on a 24/7/365 basis with all
expenses for HVAC service and energy use included in Operating Expenses, and
with no separate charge to Tenant for use outside regular Business Hours.



 D-2