exv10w1






Exhibit 10.1




FIRST AMENDMENT




     THIS FIRST AMENDMENT (the “Amendment”) is made and entered into as of the
30th day of June, 2010, by and between ATC REALTY SIXTEEN, INC., a California
corporation (“Landlord”), and THE MEDICINES COMPANY, a Delaware corporation
(“Tenant”).



RECITALS





	A.	 	Landlord (formerly Normandy Waltham Holdings, LLC, a Delaware limited liability company) and
Tenant are parties to that certain lease dated November 7, 2008 (the “Lease”).
Pursuant to the Lease, Landlord has leased to Tenant space currently containing 2,044 rentable
square feet (the “Original Premises”) on the 2nd floor of the building
commonly known as Prospect Corporate Center, located at 400 Fifth Avenue Waltham,
Massachusetts (the “Building”).






	B.	 	Tenant and Landlord agree to relocate Tenant from the Original Premises to 4,247 rentable
square feet of space on the 3rd floor of the Building shown on Exhibit A attached
hereto (the “Substitution Space”).






	C.	 	The Lease by its terms shall expire on December 14, 2011 (“Prior Termination Date”),
and the parties desire to extend the Term, all on the following terms and conditions.





     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant agree as follows:




	I.	 	Substitution. 






	 	A.	 	Effective as of the Substitution Effective Date (hereinafter defined), the
Substitution Space is substituted for the Premises and, from and after the Substitution
Effective Date, the Premises, as defined in the Lease, shall be deemed to mean the
Substitution Space containing 4,247 rentable square feet on the 3rd floor of
the Building.
	 
	 	B.	 	The Term for the Substitution Space shall commence on the Substitution
Effective Date and, unless sooner terminated pursuant to the terms of the Lease, shall
end on the Extended Termination Date (as hereinafter defined). The Substitution Space
is subject to all the terms and conditions of the Lease except as expressly modified
herein and except that Tenant shall not be entitled to receive any allowances,
abatements or other financial concessions granted with respect to the Original Premises
unless such concessions are expressly provided for herein with respect to the
Substitution Space. Effective as of the Substitution Effective Date, the Lease shall
be terminated with respect to the Original Premises, and, unless otherwise specified,
“Premises” shall mean the Substitution Space. Tenant shall vacate the Original Premises
as of the Substitution Effective Date (the date on which Tenant actually vacates the
Original Premises in accordance with the terms hereof being referred to herein as the
“Original Premises Vacation Date”) and return the same to Landlord in “broom
clean” condition and otherwise in accordance with the terms and conditions of the
Lease. Tenant shall continue to pay Base Rent, Expense Excess, Tax Excess and other
charges due under the Lease in respect of the




 









 






	 	 	 	Original Premises through the Original Premises Vacation Date in accordance with the
terms of the Lease.






	II.	 	Substitution Effective Date. 






	 	A.	 	The “Substitution Effective Date” shall be the later to occur of (i) August 1,
2010 (the “Target Substitution Effective Date”), and (ii) the date upon which
the Landlord Work (as defined in the Work Letter attached as Exhibit B hereto, and as
shown on the Plans attached as Exhibit B-1 hereto) in the Substitution Space has been
substantially completed; provided however, that if Landlord shall be delayed in
substantially completing the Landlord work in the Substitution Space as a result of the
occurrence of a Tenant Delay (defined below), then, for purposes of determining the
Substitution Effective Date, the date of substantial completion shall be deemed to be
the day that said Landlord Work would have been substantially completed absent any such
Tenant Delay(s). A “Tenant Delay” means any act or omission of Tenant or its
agents, employees, vendors or contractors that reasonably results in an actual delay to
the substantial completion of the Landlord Work, including, without limitation, the
following:






	 	1.	 	Tenant’s failure to furnish information or approvals within any
time period specified in the Lease or this Amendment, including the failure to
prepare or approve preliminary or final plans by any applicable due date;
	 
	 	2.	 	Tenant’s selection of equipment or materials that have long
lead times after first being informed by Landlord that the selection may result
in a delay;
	 
	 	3.	 	Changes requested or made by Tenant to previously approved
plans and specifications;
	 
	 	4.	 	The performance of work in the Substitution Space by Tenant or
Tenant’s contractor(s) during the performance of the Landlord Work; or
	 
	 	5.	 	If the performance of any portion of the Landlord Work depends
on the prior or simultaneous performance of work by Tenant, a delay by Tenant
or Tenant’s contractor(s) in the completion of such work.






	 	 	 	The Substitution Space shall be deemed to be substantially completed on the date
that Landlord reasonably determines that all Landlord Work has been performed (or
would have been performed absent any Tenant Delay[s]), other than any details of
construction, mechanical adjustment or any other matter, the nonperformance of which
does not materially interfere with Tenant’s use of the Substitution Space. The
adjustment of the Substitution Effective Date and, accordingly, the postponement of
Tenant’s obligation to pay Rent on the Substitution Space shall be Tenant’s sole
remedy and shall constitute full settlement of all claims that Tenant might
otherwise have against Landlord by reason of the Substitution Space not being ready
for occupancy by Tenant on the Target Substitution Effective Date. During any period
that the Substitution Effective Date is postponed and Tenant’s obligation to pay
Rent for the Substitution Space is correspondingly postponed, Tenant shall continue
to occupy the Original
Premises and be obligated to pay Rent for the Original Premises in accordance with
the terms of the Lease.




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	 	B.	 	In addition to the postponement, if any, of the Substitution Effective Date as
a result of the applicability of Paragraph II.A. of this Amendment, the Substitution
Effective Date shall be delayed to the extent that Landlord fails to deliver possession
of the Substitution Space for any other reason (other than Tenant Delays), including,
but not limited to, holding over by prior occupants. Any such delay in the
Substitution Effective Date shall not subject Landlord to any liability for any loss or
damage resulting therefrom. If the Substitution Effective Date is delayed, the
Extended Termination Date shall not be similarly extended.






	III.	 	Extension. 
	 
	 	 	The Term of the Lease is extended for a period of 60 months and shall expire on the date
that is 5 years from the Substitution Effective Date (“Extended Termination Date”),
unless sooner terminated in accordance with the terms of the Lease. That portion of the
Term commencing the day immediately following the Prior Termination Date, and ending on the
Extended Termination Date shall be referred to herein as the “Extended Term”.
	 
	IV.	 	Base Rent. 
	 
	 	 	As of the Substitution Effective Date, the schedule of Base Rent payable with respect to the
Premises is the following:





	 	 	 	 	 	 	 	 	 
	Months of Term after the	 	Annual Rate Per	 	 
	Substitution Effective Date	 	Square Foot	 	Monthly Base Rent
	1 – 12
	 	$	21.00	 	 	$	7,432.25	 
	3 – 24
	 	$	22.00	 	 	$	7,786.17	 
	25 – 36
	 	$	23.00	 	 	$	8,140.08	 
	37 – 48
	 	$	24.00	 	 	$	8,494.00	 
	49 – 60
	 	$	25.00	 	 	$	8,847.92	 







	 	 	All such Base Rent shall be payable by Tenant in accordance with the terms of the Lease.
Notwithstanding the foregoing, Base Rent for the first full calendar month occurring after
the Substitution Effective Date shall be abated.
	 
	V.	 	Additional Security Deposit. 
	 
	 	 	Upon Tenant’s execution hereof, Tenant shall pay Landlord the sum of $$3,088.75 which is
added to and becomes part of the Security Deposit previously held by Landlord as provided
under Section 6 of the Lease as security for payment of Rent and the performance of the
other terms and conditions of the Lease by Tenant. Accordingly, simultaneous with the
execution hereof, the Security Deposit is increased from $4,343.50 to $7,432.25.




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	VI.	 	Tenant’s Pro Rata Share. 
	 
	 	 	For the period commencing with the Substitution Effective Date and ending on the Extended
Termination Date, Tenant’s Pro Rata Share for the Premises is 3.66%.
	 
	VII.	 	Expenses and Taxes. 
	 
	 	 	For the period commencing with the Substitution Effective Date, and ending on the Extended
Termination Date, Tenant shall pay for Tenant’s Pro Rata Share of Expenses and Taxes
applicable to the Premises in accordance with the terms of the Lease; provided, however,
during such period,






	 	(i)	 	The Base Year for the computation of Tenant’s Pro Rata Share of Expenses shall
be calendar year 2010. To determine the amount of Expense Excess payable under the
Lease for calendar year 2010, Tenant shall pay Tenant’s Pro Rata Share of the amount by
which (a) the product of (i) Expenses for calendar year 2010 multiplied by (ii) the
Expense Adjustment Fraction (as hereinafter defined) exceeds (b) the product of (iii)
Expenses for calendar year 2009 (i.e., the previous Base Year) multiplied by (iv)
Expense Adjustment Fraction. The “Expense Adjustment Fraction” shall equal a
fraction, the numerator of which is the month of the calendar year in which the
Substitution Effective Date occurs, and the denominator of which is twelve (12). For
example, if the Substitution Effective Date occurs in September, the Expense Adjustment
Fraction shall equal 9/12.
	 
	 	(ii)	 	The Base Year for the computation of Tenant’s Pro Rata Share of Taxes shall be
Fiscal Year 2010 (i.e., July 1, 2009 — June 30, 2010). To determine the amount of Tax
Excess payable under the Lease for Fiscal Year 2010, Tenant shall pay Tenant’s Pro Rata
Share of the amount by which (a) the product of (i) Taxes for fiscal year 2010
multiplied by (ii) the Tax Adjustment Fraction (defined below) exceeds (b) the product
of (iii) Taxes for Fiscal Year 2009 (i.e., the previous base year) multiplied by (iv)
the Tax Adjustment Fraction. The “Tax Adjustment Fraction” shall equal a
fraction, the numerator of which is the month of the fiscal year in which the
Substitution Effective Date occurs, and the denominator of which is twelve (12). For
example, if the Substitution Effective Date occurs in September, the Tax Adjustment
Fraction shall equal 3/12.






	VIII.	 	Improvements to Substitution Space. 






	 	A.	 	Condition of Substitution Space. Tenant has inspected the Substitution Space
and agrees to accept the same “as is” without any agreements, representations,
understandings or obligations on the part of Landlord to perform any alterations,
repairs or improvements, except as expressly provided otherwise in this Amendment.
	 
	 	B.	 	Responsibility for Improvements to Substitution Space. Landlord shall perform
improvements to the Substitution Space in accordance with the Work Letter attached
hereto as Exhibit B and in accordance with the Plans (as hereinafter defined) attached
hereto as Exhibit B-1.





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	IX.	 	Electricity in respect of Substitution Space. Tenant shall pay for
electricity in the Substitution Space in accordance with Section 7 of the Lease.
	 
	X.	 	Parking in respect of Substitution Space. Tenant shall continue to have the parking
rights set forth in Section 28 of the Lease, except that the second (2nd) sentence
of the second (2nd) paragraph of Section 28 is deleted, and the following sentence
is substituted in its place: “The parties agree that Tenant shall be entitled to use fourteen
(14) parking spaces it the parking areas on the Lot.”
	 
	XI.	 	Early Access to Substitution Space. 
	 
	 	 	During any period that Tenant shall be permitted to enter the Substitution Space prior to
the Substitution Effective Date (e.g., to perform alterations or improvements), if any,
Tenant shall comply with all terms and provisions of the Lease, except those provisions
requiring payment of Base Rent or Additional Rent as to the Substitution Space. If Tenant
takes possession of the Substitution Space prior to the Substitution Effective Date for any
reason whatsoever (other than the performance of work in the Substitution Space with
Landlord’s prior approval), such possession shall be subject to all the terms and conditions
of the Lease and this Amendment, and Tenant shall pay Base Rent and Additional Rent as
applicable to the Substitution Space to Landlord on a per diem basis for each day of
occupancy prior to the Substitution Effective Date.
	 
	XII.	 	Holding Over. 
	 
	 	 	If Tenant continues to occupy the Original Premises after the Substitution Effective Date,
occupancy of the Original Premises subsequent to the Substitution Effective Date shall be
that of a tenancy at sufferance and in no event for month-to-month or year-to-year, but
Tenant shall, throughout the entire holdover period, be subject to all the terms and
provisions of the Lease and shall pay for its use and occupancy an amount (on a per month
basis without reduction for any partial months during any such holdover) equal to twice the
sum of the Base Rent and Additional Rent due for the period immediately preceding such
holding over, provided that in no event shall Base Rent and Additional Rent during the
holdover period be less than the fair market rental for the Original Premises. No holding
over by Tenant in the Original Premises or payments of money by Tenant to Landlord after the
Substitution Effective Date shall be construed to prevent Landlord from recovery of
immediate possession of the Original Premises by summary proceedings or otherwise. In
addition to the obligation to pay the amounts set forth above during any such holdover
period, Tenant also shall be liable to Landlord for all damage, including any consequential
damage, which Landlord may suffer by reason of any holding over by Tenant in the Original
Premises, and Tenant shall indemnify Landlord against any and all claims made by any other
tenant or prospective tenant against Landlord for delay by Landlord in delivering possession
of the Original Premises to such other tenant or prospective tenant.
	 
	XIII.	 	Extension Option.






	 	A.	 	Grant of Option; Conditions. Tenant shall have the right to extend the Term
(the “Extension Option”) for one additional period of 5 years commencing on the
day following the Termination Date of the Term and ending on the 5th
anniversary of the Termination Date (the “Extension Term”), if:






	 	1.	 	Landlord receives notice of exercise (“Extension
Notice”) on or before the




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	 	 	 	date which is 12 full calendar months prior to
the expiration of the initial Term; and
	 
	 	2.	 	Tenant is not in Default under the Lease beyond any applicable
cure periods at the time that Tenant delivers its Extension Notice or at the
time Tenant delivers its Binding Notice (as defined below); and
	 
	 	3.	 	No part of the Premises is sublet (other than pursuant to a
Permitted Transfer, as defined in Section 11 of the Lease) at the time that
Tenant delivers its Extension Notice or at the time Tenant delivers its Binding
Notice; and
	 
	 	4.	 	The Lease has not been assigned (other than pursuant to a
Permitted Transfer, as defined in Section 11 of the Lease) prior to the date
that Tenant delivers its Extension Notice or prior to the date Tenant delivers
its Binding Notice.






	 	B.	 	Terms Applicable to Premises During Extension Term.






	 	1.	 	The initial annual Base Rent rate per rentable square foot for
the Premises during the Extension Term shall be equal to the Prevailing Market
rate (hereinafter defined) for the Premises for the Extension Term. Base Rent
during the Extension Term shall increase, if at all, in accordance with the
increases assumed in the determination of Prevailing Market rate. Base Rent
attributable to the Premises shall be payable in monthly installments in
accordance with the terms and conditions of Section 4 of the Lease.
	 
	 	2.	 	Tenant shall pay Additional Rent (i.e., Taxes and Expenses) for
the Premises during the Extension Term in accordance with the terms of Section
4 of the Lease, and the manner and method in which Tenant reimburses Landlord
for Tenant’s share of Taxes and Expenses and the Base Year, if any, applicable
to such matter, shall be some of the factors considered in determining the
Prevailing Market rate for the Extension Term.






	 	C.	 	Initial Procedure for Determining Prevailing Market. Within 30 days
after receipt of Tenant’s Extension Notice, Landlord shall advise Tenant of the
applicable Base Rent rate for the Premises for the Extension Term (“Prevailing
Market rate”). Tenant, within 15 days after the date on which Landlord advises
Tenant of the applicable Base Rent rate for the Extension Term, shall either (i) give
Landlord written notice that Tenant accepts Landlord’s Base Rent for the Extension Term
(“Binding Notice”) or (ii) if Tenant disagrees with Landlord’s determination,
provide Landlord with written notice of rejection (the “Rejection Notice”). If
Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice
within such 15-day period, Tenant shall be deemed to have provided a Binding Notice.
If Tenant provides or is deemed to have provided Landlord with a Binding Notice,
Landlord and Tenant shall enter into the
Extension Amendment (as defined below) upon the terms and conditions set forth
herein and in Landlord’s notice as to Base Rent for the Extension Term. If Tenant
provides Landlord with a Rejection Notice, Landlord and Tenant shall




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	 	 	 	work together
in good faith to agree upon the Prevailing Market rate for the Premises during the
Extension Term. Upon agreement, Landlord and Tenant shall enter into the Extension
Amendment in accordance with the terms and conditions hereof. If Landlord and
Tenant fail to agree upon the Prevailing Market rate within 30 days after the date
Tenant provides Landlord with the Rejection Notice, then the Prevailing Market rate
shall be determined in accordance with the arbitration procedures described in
Section D below.
	 
	 	D.	 	Arbitration Procedure.






	 	1.	 	If Landlord and Tenant have failed to reach agreement as to the
Prevailing Market rate within 30 days after the date of the Rejection Notice,
then, within 5 days after the expiration of such 30 day period, Landlord and
Tenant shall each simultaneously submit to the other, in a sealed envelope, its
good faith estimate of the Prevailing Market rate for the Premises during the
Extension Term (collectively referred to as the “Estimates”). If the
higher of such Estimates is not more than 105% of the lower of such Estimates,
then Prevailing Market rate shall be the average of the two Estimates. If the
Prevailing Market rate is not resolved by the exchange of Estimates, then,
within 7 days after the exchange of Estimates, Landlord and Tenant shall each
select an appraiser to determine which of the two Estimates most closely
reflects the Prevailing Market rate for the Premises during the Extension Term.
Each appraiser so selected shall be certified as an MAI appraiser or as an ASA
appraiser and shall have had at least 5 years experience within the previous 10
years as a real estate appraiser working in the Route 128 area, with working
knowledge of current rental rates and practices. For purposes hereof, an
“MAI” appraiser means an individual who holds an MAI designation
conferred by, and is an independent member of, the American Institute of Real
Estate Appraisers (or its successor organization, or in the event there is no
successor organization, the organization and designation most similar), and an
“ASA” appraiser means an individual who holds the Senior Member
designation conferred by, and is an independent member of, the American Society
of Appraisers (or its successor organization, or, in the event there is no
successor organization, the organization and designation most similar).
	 
	 	2.	 	Upon selection, Landlord’s and Tenant’s appraisers shall work
together in good faith to agree upon which of the two Estimates most closely
reflects the Prevailing Market rate for the Premises. The Estimate chosen by
such appraisers shall be binding on both Landlord and Tenant as the Base Rent
rate for the Premises during the Extension Term. If either Landlord or Tenant
fails to appoint an appraiser within the 7 day period referred to above, the
appraiser appointed by the other party shall be the sole appraiser for the
purposes hereof. If the two appraisers cannot agree upon which of the two
Estimates most closely reflects the Prevailing Market within 20 days after
their appointment, then, within 10
days after the expiration of such 20 day period, the two appraisers shall
select a third appraiser meeting the aforementioned criteria. Once the
third appraiser (i.e. arbitrator) has been selected as provided for above,
then, as soon thereafter as practicable but in any case within 14 days, the




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	 	 	 	arbitrator shall make his determination of which of the two Estimates most
closely reflects the Prevailing Market rate and such Estimate shall be
binding on both Landlord and Tenant as the Base Rent rate for the Premises.
If the arbitrator believes that expert advice would materially assist him,
he may retain one or more qualified persons to provide such expert advice.
The parties shall share equally in the costs of the arbitrator and of any
experts retained by the arbitrator. Any fees of any appraiser, counsel or
experts engaged directly by Landlord or Tenant, however, shall be borne by
the party retaining such appraiser, counsel or expert.
	 
	 	3.	 	If the Prevailing Market rate has not been determined by the
commencement date of the Extension Term, Tenant shall pay Base Rent upon the
terms and conditions in effect during the last month of the initial Term for
the Premises until such time as the Prevailing Market rate has been determined.
Upon such determination, the Base Rent for the Premises shall be retroactively
adjusted to the commencement of the Extension Term for the Premises and an
adjusting payment or credit shall be made forthwith.






	 	E.	 	Extension Amendment. If Tenant is entitled to and properly exercises
its Extension Option, Landlord shall prepare an amendment (the “Extension
Amendment”) to reflect changes in the Base Rent, Term, Termination Date and other
appropriate terms. The Extension Amendment shall be sent to Tenant within a reasonable
time after final determination of the Prevailing Market rate applicable during the
Extension Term, and Tenant shall execute and return the Extension Amendment to Landlord
within 15 days after Tenant’s receipt of same, but an otherwise valid exercise of the
Extension Option shall be fully effective whether or not the Extension Amendment is
executed.
	 
	 	F.	 	Prevailing Market. For purposes hereof, “Prevailing Market”
shall mean the arms length fair market annual rental rate per rentable square foot
under Extension leases and amendments entered into on or about the date on which the
Prevailing Market is being determined hereunder for space comparable to the Premises in
the Building and office buildings comparable to the Building in the Route 128 West
area. The determination of Prevailing Market shall take into account any material
economic differences between the terms of this Lease and any comparison lease or
amendment, such as rent abatements, construction costs and other concessions and the
manner, if any, in which the landlord under any such lease is reimbursed for operating
expenses and taxes.





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	XIV.	 	Notices.
	 
	 	 	For all purposes of the Lease, the notice address for Landlord is as follows:




ATC Realty Sixteen, Inc.

c/o Wells Fargo Bank

301 S. College Street, 4th Floor

Charlotte, NC 28202



With a copy to:



Steve Smith

Normandy Real Estate Partners, LLC

53 Maple Avenue

Morristown, New Jersey 07960



With a copy to:



Goulston & Storrs, P.C.

400 Atlantic Avenue

Boston, Massachusetts 02110

Attention: 400 Fifth Avenue, Waltham, MA





	XV.	 	Inapplicable and Deleted Lease Provisions.
	 
	 	 	Exhibit C to the Lease shall have no applicability in respect of the Substitution Space.
	 
	XVI.	 	Miscellaneous.






	 	A.	 	This Amendment sets forth the entire agreement between the parties with respect
to the matters set forth herein. There have been no additional oral or written
representations or agreements. Under no circumstances shall Tenant be entitled to any
Rent abatement, improvement allowance, leasehold improvements, or other work to the
Substitution Space, or any similar economic incentives that may have been provided
Tenant in connection with entering into the Lease, unless specifically set forth in
this Amendment.
	 
	 	B.	 	Except as herein modified or amended, the provisions, conditions and terms of
the Lease shall remain unchanged and in full force and effect.
	 
	 	C.	 	In the case of any inconsistency between the provisions of the Lease and this
Amendment, the provisions of this Amendment shall govern and control.
	 
	 	D.	 	Submission of this Amendment by Landlord is not an offer to enter into this
Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not
be bound by this Amendment until Landlord has executed and delivered the same to
Tenant.




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	 	E.	 	The capitalized terms used in this Amendment shall have the same definitions as
set forth in the Lease to the extent that such capitalized terms are defined therein
and not redefined in this Amendment.
	 
	 	F.	 	Tenant hereby represents to Landlord that Tenant has dealt with no broker in
connection with this Amendment, other than GVA Thompson Doyle Hennessey & Partners and
Grubb & Ellis Company (the “Brokers”). Tenant agrees to indemnify and hold
Landlord, its members, principals, beneficiaries, partners, officers, directors,
employees, mortgagee(s) and agents, and the respective principals and members of any
such agents (collectively, the “Landlord Related Parties”) harmless from all
claims of any brokers claiming to have represented Tenant in connection with this
Amendment, other than the Brokers. Landlord hereby represents to Tenant that Landlord
has dealt with no broker in connection with this Amendment, other than the Brokers.
Landlord agrees to indemnify and hold Tenant, its members, principals, beneficiaries,
partners, officers, directors, employees, and agents, and the respective principals and
members of any such agents (collectively, the “Tenant Related Parties”)
harmless from all claims of any brokers claiming to have represented Landlord in
connection with this Amendment, other than the Brokers.
	 
	 	G.	 	Each signatory of this Amendment represents hereby that he or she has the
authority to execute and deliver the same on behalf of the party hereto for which such
signatory is acting.





[SIGNATURES ARE ON FOLLOWING PAGE]






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     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the day and
year first above written.





	 	 	 

	WITNESS/ATTEST:
	 	 
	 
	 
	 	 
	/s/ Michael W. Kennedy
 

Name (print): Michael W. Kennedy

	 	 
	 
	/s/ David E. Vinson
 

Name (print): David E. Vinson

	 	 
	 
	 	 
	WITNESS/ATTEST:
	 	 
	 
	 
	 	 
	/s/ Stephen Rodin
 

Name (print): Stephen Rodin



 


	 	 
	Name
(print):
 

	 	 












	 	 	 	 	 

	LANDLORD:	 	 
	 
	 	 	 	 
	ATC REALTY SIXTEEN, INC.

a California corporation	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Daniel C Bartock
 

Daniel C. Bartock
	 	 
	Title:

	 	Executive Vice President	 	 
	 
	 	 	 	 
	 
	TENANT:	 	 
	THE MEDICINES COMPANY,

a Delaware corporation	 	 
	 
	 	 	 	 
	By:

	 	/s/ William O’Connor
 

	 	 
	Name:

	 	William O’Connor	 	 
	Title:

	 	V.P, CAO
	 	 
	 
	 

	 	04-3324394	 	 
	 
Tenant’s Tax ID Number (SSN or FEIN)	 	 











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EXHIBIT A


OUTLINE AND LOCATION OF SUBSTITUTION SPACE






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EXHIBIT B


WORK LETTER




     This Exhibit is attached to and made a part of the Amendment by and between ATC REALTY
SIXTEEN, INC., a California corporation (“Landlord”), and THE MEDICINES COMPANY, a Delaware
corporation (“Tenant”) for space in the Building located at Prospect Corporate Center, 400
Fifth Avenue, Waltham, MA.



     As used in this Workletter, the “Premises” shall be deemed to mean the Substitution Space, as
defined in the attached Amendment.




	A.	 	Landlord shall perform improvements to the Premises in accordance with the plans prepared by
LaFreniere Architects, dated March 25, 2010 (the “Plans”), a copy of which is attached
hereto as Exhibit B-1. The improvements to be performed by Landlord in accordance with the
Plans are hereinafter referred to as the “Landlord Work.” It is agreed that construction of
the Landlord Work is intended to be “turnkey” and will be completed at Landlord’s sole cost
and expense (subject to the terms of Section C and Section D below) using Building Standard
methods, materials and finishes. Without limitation of the foregoing, the Landlord Work shall
include the following items:






	 	(i)	 	glass wall: 16 linear feet of butt glazed glass along the front
of the conference room. The door to the conference room will remain a building
standard wood door in a HM frame;
	 
	 	(ii)	 	server room HVAC: install a 1 ton dedicated HVAC unit;
	 
	 	(iii)	 	floor coring: install a floor core/electrical outlet in the
conference room floor in a location to be determined; and
	 
	 	(iv)	 	wall reinforcement — reinforce 1 wall each in of the reception
area and conference room to allow the wall to support a television.






	 	 	Landlord shall enter into a direct contract for the Landlord Work with a general contractor
selected by Landlord. In addition, Landlord shall have the right to select and/or approve
of any subcontractors used in connection with the Landlord Work. Landlord’s supervision or
performance of any work for or on behalf of Tenant shall not be deemed a representation by
Landlord that such Plans or the revisions thereto comply with applicable insurance
requirements, building codes, ordinances, laws or regulations, or that the improvements
constructed in accordance with the Plans and any revisions thereto will be adequate for
Tenant’s use, it being agreed that Tenant shall be responsible for all elements of the
design of Tenant’s 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, appliances and equipment).
	 
	B.	 	If Tenant shall request any revisions to the Plans, Landlord shall have such revisions
prepared at Tenant’s sole cost and expense and Tenant shall reimburse Landlord for the cost of
preparing any such revisions to the Plans, plus any applicable state sales or use tax thereon,
upon demand. Promptly upon completion of the revisions, Landlord shall notify Tenant in
writing of the increased cost in the Landlord Work, if any, resulting from such revisions to
the Plans. Tenant, within one Business Day, shall notify Landlord in writing whether it
desires to proceed with such revisions. In the absence of such
written authorization, Landlord shall have the option to continue work on the Premises




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	 	 	disregarding the requested revision. Tenant shall be responsible for any Tenant Delay in
completion of the Premises resulting from any revision to the Plans. If such revisions
result in an increase in the cost of Landlord Work, such increased costs, plus any
applicable state sales or use tax thereon, shall be payable by Tenant upon demand.
Notwithstanding anything herein to the contrary, all revisions to the Plans shall be subject
to the approval of Landlord.
	 
	C.	 	This Exhibit shall not be deemed applicable to any additional space added to the Premises at
any time or from time to time, whether by any options under the Lease or otherwise, or to any
portion of the original Premises or any additions to the Premises in the event of a renewal or
extension of the original Term of the Lease, whether by any options under the Lease or
otherwise, unless expressly so provided in the Lease or any amendment or supplement to the
Lease.
	 
	D.	 	Notwithstanding the foregoing provisions of this Exhibit B, Tenant shall contribute
$17,000.00 toward the cost of the Landlord Work by delivering a check in such amount to
Landlord simultaneously with the execution and delivery of this First Amendment by Tenant.
Such contribution shall be in addition to the amount, if any, Tenant may be required to
contribute pursuant to Section B above.





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EXHIBIT B-1

PLANS