Exhibit
10.18


 


THIRD AMENDMENT TO LEASE


 


1.             PARTIES


 


1.1           THIS AGREEMENT
made the 30th day of December, 2004 is between SYLVAN/ CAMPUS REALTY L.L.C. (“Lessor”)
whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford,
New Jersey 07016 and THE MEDICINES COMPANY (“Lessee”), whose address is 8
Campus Drive, Parsippany, New Jersey.


 


2.             STATEMENT OF FACTS


 


2.1           Lessor and
Lessee entered into a Lease dated September 30, 2002, as amended by First
Amendment to Lease dated June 30, 2003 and a Second Amendment to Lease
dated December 31, 2003 (together, the “Lease”) covering approximately
32,666 gross rentable square feet, consisting of 20,229 gross rentable square
feet on the second (2nd) floor and 12,437 gross rentable square feet
on the first (1st) floor (collectively, the “Existing Premises”), in
the building located at 8 Campus Drive, Parsippany, New Jersey (“Building”);
and


 


2.2           Lessee
desires to expand the office space subject to the Lease by leasing
approximately 19,462 gross rentable square feet on the first (1st)
floor of the Building (“Expansion Premises”), as shown on Exhibit A attached
hereto and made a part hereof; and


 


2.3           The
parties desire to amend certain terms of the Lease as set forth below.


 


3.             AGREEMENT


 


NOW, THEREFORE, in
consideration of the terms, covenants and conditions hereinafter set forth,
Lessor and Lessee agree as follows:


 


3.1           The above
recitals are incorporated herein by reference.


 


3.2           All capitalized
and non-capitalized terms used in this Agreement which are not separately
defined herein but are defined in the Lease shall have the meaning given to any
such term in the Lease.


 


3.3           The
Term applicable to the Expansion Premises shall commence on the Effective Date
(as defined below) and shall terminate at 11:59 p.m. on January 31, 2013.


 


3.4           The
effective date applicable to the Expansion Premises shall be the earlier of (i)
the day Lessor substantially completes the improvements to be made to the
Expansion Premises in accordance with Exhibit B attached hereto and made part
hereof and obtains a (temporary or final) certificate of occupancy for the
Expansion Premises (if required by local law) or (ii) the date Lessee or anyone
claiming under or through Lessee shall occupy the Expansion Premises (the “Effective
Date”).


 


3.5           Lessor
shall perform the improvement work to the Expansion Premises in accordance with
Exhibit B attached hereto and made part hereof.


 


3.6           From
and after the Effective Date, the following shall be effective:


 


a.             Lessor shall
lease to Lessee and Lessee shall hire from Lessor the Expansion Premises as
shown on Exhibit A attached hereto and made part hereof.


 


b.                                      The
Premises shall be defined as approximately 52,128 gross rentable square feet
consisting of 31,899 gross rentable square feet on the first (1st) floor
and 20,229 gross rentable square feet on the second (2nd) floor of
the Building and Paragraph 7 of the Preamble to the Lease shall be deemed
amended accordingly. Lessee, at its sole cost and expense, shall be responsible
for cleaning and maintaining the existing bathrooms within the Expansion
Premises.


 


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c.                                       In
addition to the Fixed Basic Rent payable applicable to the Existing Premises,
Lessee shall pay Lessor Fixed Basic Rent applicable to the Expansion Premises
which shall accrue as follows and Paragraph 10 of the Preamble to the Lease
shall be deemed supplemented accordingly:


 


(i)            commencing on
the Effective Date,  Lessee shall pay
Lessor Fixed Basic Rent applicable to the Expansion Premises for such number of
months equal to .0833 multiplied by the number of months of the Term applicable
to the Expansion Premises in an amount equal to TWENTY-ONE THOUSAND EIGHT
HUNDRED NINETY-FOUR AND 75/100 DOLLARS ($21,894.75)  per month; and


 


(ii)           commencing on
the expiration of the period set forth in subparagraph (i) above through and
including January 31, 2006, Lessee shall pay Lessor Fixed Basic Rent
applicable to the Expansion Premises in the amount of FIVE HUNDRED THIRTY-FIVE
THOUSAND TWO HUNDRED FIVE AND 00/100 DOLLARS ($535,205.00) per annum, payable
in advance on the first day of each and every calendar month in equal monthly
installments of FORTY-FOUR THOUSAND SIX HUNDRED AND 42/100 DOLLARS
($44,600.42); and


 


(iii)          commencing on February 1,
2006 through and including January 31, 2007, Lessee shall pay Lessor Fixed
Basic Rent applicable to the Expansion Premises in the amount of FIVE HUNDRED
FORTY-FOUR THOUSAND NINE HUNDRED THIRTY-SIX AND 00/100 DOLLARS ($544,936.00)
per annum, payable in advance on the first day of each and every calendar month
in equal monthly installments of FORTY-FIVE THOUSAND FOUR HUNDRED ELEVEN AND
33/100 DOLLARS ($45,411.33); and


 


(iv)          commencing on February 1,
2007 through and including January 31, 2008, Lessee shall pay Lessor Fixed
Basic Rent applicable to the Expansion Premises in the amount of FIVE HUNDRED
FIFTY-FOUR THOUSAND SIX HUNDRED SIXTY-SEVEN AND 00/100 DOLLARS ($554,667.00)
per annum, payable in advance on the first day of each and every calendar month
in equal monthly installments of FORTY-SIX THOUSAND TWO HUNDRED TWENTY-TWO AND
25/100 DOLLARS ($46,222.25); and


 


(v)           commencing on February 1,
2008 through and including January 31, 2009, Lessee shall pay Lessor Fixed
Basic Rent applicable to the Expansion Premises in the amount of FIVE HUNDRED
SIXTY-FOUR THOUSAND THREE HUNDRED NINETY-EIGHT AND 00/100 DOLLARS ($564,398.00)
per annum, payable in advance on the first day of each and every calendar month
in equal monthly installments of FORTY-SEVEN THOUSAND THIRTY-THREE AND 17/100 DOLLARS
($47,033.17); and


 


(vi)          commencing on February 1,
2009 through and including January 31, 2010, Lessee shall pay Lessor Fixed
Basic Rent applicable to the Expansion Premises in the amount of FIVE HUNDRED
SEVENTY-FOUR THOUSAND ONE HUNDRED TWENTY-NINE AND 00/100 DOLLARS ($574,129.00)
per annum, payable in advance on the first day of each and every calendar month
in equal monthly installments of FORTY-SEVEN THOUSAND EIGHT HUNDRED FORTY-FOUR
AND 08/100 DOLLARS ($47,844.08); and


 


(vii)         commencing on February 1,
2010 through and including January 31, 2011, Lessee shall pay Lessor Fixed
Basic Rent applicable to the Expansion Premises in the amount of FIVE HUNDRED
EIGHTY-THREE THOUSAND EIGHT HUNDRED SIXTY AND 00/100 DOLLARS ($583,860.00) per
annum, payable in advance on the first day of each and every calendar month in
equal monthly installments of FORTY-EIGHT THOUSAND SIX HUNDRED FIFTY-FIVE AND
00/100 DOLLARS ($48,655.00); and


 


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(viii)        commencing on February 1,
2011 through and including January 31, 2012, Lessee shall pay Lessor Fixed
Basic Rent applicable to the Expansion Premises in the amount of FIVE HUNDRED
NINETY-THREE THOUSAND FIVE HUNDRED NINETY-ONE AND 00/100 DOLLARS ($593,591.00)
per annum, payable in advance on the first day of each and every calendar month
in equal monthly installments of FORTY-NINE THOUSAND FOUR HUNDRED SIXTY-FIVE
AND 92/100 DOLLARS ($49,465.92); and


 


(ix)           commencing on February 1,
2012 through and including January 31, 2013, Lessee shall pay Lessor Fixed
Basic Rent applicable to the Expansion Premises in the amount of SIX HUNDRED
THREE THOUSAND THREE HUNDRED TWENTY-TWO AND 00/100 DOLLARS ($603,322.00) per
annum, payable in advance on the first day of each and every calendar month in
equal monthly installments of FIFTY THOUSAND TWO HUNDRED SEVENTY-SIX AND 83/100
DOLLARS ($50,276.83).


 


d.             Parking Spaces
shall be increased by seventy-two (72) unassigned spaces and Paragraph 14 of
the Preamble to the Lease shall be deemed amended accordingly.


 


e.             Lessee shall
pay Lessor the cost of electricity consumed within the Expansion Premises in
accordance with Article 22 Building Standard Office Electrical Service
of the Lease.


 


f.              Lessee shall
pay Lessor, as Additional Rent, Lessee’s Percentage applicable to the Expansion
Premises of the increased cost to Lessor for each of the categories set forth
in Article 23 Additional Rent.


 


g.             Lessee’s
Percentage applicable to the Expansion Premises shall be 9.04%.


 


h.             Base Period
Costs with respect to the Expansion Premises shall be as follows and Paragraph
2 of the Preamble to the Lease shall be deemed supplemented accordingly:


 


(A)          Base Operating
Costs: Those costs incurred for the Building and Office Building Area during
the Calendar Year 2005.


 


(B)           Base Real Estate
Taxes: Those Real Estate Taxes incurred for the Building and Office Building
Area during Calendar Year 2005.


 


(C)           Base Utility and
Energy Costs: Those costs incurred for the Building and Office Building Area
during Calendar Year 2005.


 


3.7                                 Article 54
of the Lease shall be applicable to the Expansion Premises.


 


3.8           This
Agreement shall not extend or otherwise amend the Term or Fixed Basic Rent
applicable to the Existing Premises as defined herein.


 


3.9           No
later than thirty (30) days after the determination of the Effective Date, the
parties shall agree to memorialize the Effective Date in writing.


 


3.10         This Agreement is
contingent upon satisfaction of the following condition: the current tenant
leasing the Expansion Premises shall have surrendered and vacated the Expansion
Premises on or before February 15, 2005. If such condition is not
satisfied, then this Agreement shall, automatically and without further notice
or action by either of the parties, be null and void and of no force and effect
and the Lease shall otherwise continue in full force and effect.


 


3.11         Lessee represents
and warrants to Lessor that no broker brought about this transaction, except
The Trammel Crow Company, and Lessee agrees to indemnify and hold Lessor
harmless from any and all claims of any broker arising out of or in connection
with negotiations of, or entering into of, this Agreement.


 


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3.12         Lessee
hereby represents to Lessor that (i) there exists no default under the Lease
either by Lessor or Lessee; (ii) Lessee is entitled to no credit, free rent or
other offset or abatement of the rents due under the Lease; and (iii) there
exists no offset, defense or counterclaim to Lessee’s obligation under the
Lease.


 


3.13         Except
as expressly amended herein, the Lease, as amended, shall remain in full force
and effect as if the same had been set forth in full herein, and Lessor and
Lessee hereby ratify and confirm all of the terms and conditions thereof.


 


3.14         This
agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective legal representatives, successors and permitted assigns.


 


3.15         Each
party agrees that it will not raise or assert as a defense to any obligation
under the Lease or this Agreement or make any claim that the Lease or this
Agreement is invalid or unenforceable due to any failure of this document to
comply with ministerial requirements including, but not limited to,
requirements for corporate seals, attestations, witnesses, notarizations, or
other similar requirements, and each party hereby waives the right to assert
any such defense or make any claim of invalidity or unenforceability due to any
of the foregoing.


 


IN WITNESS WHEREOF,
Lessor and Lessee have hereunto set their hands and seals the date and year
first above written, and acknowledge one to the other that they possess the
requisite authority to enter into this transaction and to sign this Agreement.


 


	
  LESSOR:

  	
   

  	
  LESSEE:

  
	
   

  	
   

  	
   

  
	
  SYLVAN/ CAMPUS REALTY
  L.L.C.

  	
   

  	
  THE MEDICINES COMPANY

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Mack-Cali Realty L.P.,
  member

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Mack-Cali Realty
  Corporation, its general

  	
   

  	
   

  
	
   

  	
  partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael K. Nevins

  	
   

  	
   

  	
  By:

  	
  /s/ Steven H. Koehler

  	
   

  
	
   

  	
  Michael K. Nevins

  	
   

  	
   

  	
  Steven H. Koehler

  
	
   

  	
  Vice President -
  Leasing

  	
   

  	
   

  	
  Chief Financial Officer

  
							



 


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EXHIBIT A


 


[Schematic diagram
of original premises and expansion premises]


 





















 


EXHIBIT B


 


NOTES


 


RE:          Workletter
Agreement for 19,462 gross rentable square feet of office space on the first (1st)
floor at 8 Campus Drive, Parsippany, New Jersey.


 


	
   

  	
   

  	
  December, 2004

  



 


LESSEE:


 


THE MEDICINES COMPANY


 


You (“Lessee”) and we (“Lessor”)
are executing simultaneously with this Workletter Agreement a written lease
amendment (“Amendment”), covering the space referred to above, as more
particularly described in the Third Amendment to Lease (“Expansion Premises”).


 


To induce Lessee to enter
into the Lease (which is hereby incorporated by reference) and in consideration
of the covenants hereinafter contained, Lessor and Lessee mutually agree as
follows:


 


1.             Lessor
shall have its architect prepare the following architectural and mechanical
drawings and specifications based upon the sketch layout supplied to Lessor by
Lessee, attached hereto and made a part hereof, upon full execution of this
Lease.


 


a.             Architectural
drawings and specifications for Lessee’s partition layout, reflected ceiling,
placement of electrical outlets and other installations for the work to be done
by Lessor.


 


b.             Mechanical
plans and specifications where necessary for installation of air conditioning
systems, ductwork and heating.


 


All such plans and
specifications are expressly subject to Lessor’s written approval, which Lessor
covenants it will not unreasonably withhold.


 


2.             Lessor
agrees to cause the partition plan, electrical plan and the reflected ceiling
plan to be delivered to Lessee on or before the fifteenth (15th) day after
Lessee’s approved sketch layout, which shall be received by Landlord within
fifteen (15) days after Lessee signs this Lease Amendment.  Lessee agrees to approve said plans by
initialing and returning same to Lessor within five (5) days of receipt of each
plan.  Upon approval of the plans
initialed by Lessee, Lessor shall file said plans with the appropriate
governmental agencies.


 


3.             Lessor
agrees to do the work in the Expansion Premises as shown on the plans
referenced above which shall hereinafter be referred to as “The Work”.  The Work shall include Lessor’s general
conditions and overhead amounts. “Building Standard” shall mean the type and
grade of material, equipment and/or device designated by Lessor as standard for
the Building.  All items are Building
Standard unless otherwise noted.  The provisions
of Article 6 of the Lease shall apply to any alterations made to the
Expansion Premises after the initial work to be performed herein.


 


4.             Lessor
will estimate the cost of The Work based upon the plans and specifications
submitted to Lessor by Lessee.  Against
such estimated cost, Lessor shall credit an allowance of $486,550.00 and the
remaining balance, if any, shall be deemed Additional Rent and paid by Lessee
as follows: (i) fifty percent (50%) upon Lessee’s execution and delivery of
this Amendment and (ii) fifty percent (50%) upon Lessor’s substantial
completion of The Work and prior to Lessee’s occupancy of the Expansion
Premises. If the cost of The Work is less than $486,550.00, the amount by which
the cost of The Work is less than $486,550.00 shall be credited in payment of
the Fixed Basic Rent applicable to the Expansion Premises in the order in which
such Fixed Basic Rent shall become due. 
All subcontracts which exceed $10,000.00 in cost will be competitively
bid by at least three (3) subcontractors. Lessee’s construction representative
identified in Paragraph 19 of this Exhibit B shall be given notice of and the
opportunity to participate in progress meetings with respect to The Work.


 


5.             All
low partitioning, workstation modules, bank screen partitions and prefabricated
partition systems shall be furnished and installed by Lessee.


 


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6.             The
installation or wiring of telephone and computer (data) outlets is not part of
The Work. Lessee shall bear the responsibility to provide its own telephone and
data systems at Lessee’s sole cost and expense. 
Upon expiration or sooner termination of the Lease, Lessee shall remove
all telephone and data equipment and wiring from the Expansion Premises and the
Building risers upon vacation of same.


 


7.             Changes
in The Work, if necessary or requested by the Lessee, shall be accomplished
after submission of Lessee’s final approved sketch layout, and without
invalidating any part of the Lease or Workletter Agreement, by written
agreement between Lessor and Lessee hereinafter referred to as a Change Order.
Each Change Order shall be prepared by Lessor and signed by both Lessee and
Lessor stating their agreement upon all of the following:


 


a.             The
scope of the change in The Work; and


 


b.             The
cost of the change; and


 


c.             Manner
in which the cost will be paid or credited; and


 


d.             The
estimated extent of any adjustment to the Effective Date (if any) as a result
of the change in The Work.


 


Each and every
Change Order shall be signed by Lessor’s and Lessee’s respective construction
representatives.  In no event shall any
Change Order(s) be permitted without such authorizations.  A 10% supervision plus 10% overhead charge
will be added to the cost of any Change Order and to the cost of any other work
to be performed by Lessor in the Expansion Premises after Lessor’s completion
of The Work. If Lessee shall fail to approve any such Change Order within one
(1) week, the same shall be deemed disapproved in all respects by Lessee and
Lessor shall not be authorized to proceed thereon.  Any increase in the cost of The Work or the
change in The Work stated in a Change Order which results from Lessee’s failure
to timely approve and return said Change Order shall be paid by the
Lessee.  Lessee agrees to pay to Lessor
the cost of any Change Order promptly upon receipt of an invoice for same.  Similarly, any cost savings resulting from
such Change Order(s) shall be credited to the Lessee.


 


8.             If
Lessee elects to use the architect suggested by Lessor, this architect becomes
the Lessee’s agent solely with respect to the plans, specifications and The
Work.  If any change is made after
completion of schematic drawings and prior to completion of final construction
documents which result in a Change Order and additional costs, such costs shall
be the responsibility of the Lessee.


 


9.             Prior
to Lessee’s occupancy of the Expansion Premises, Lessee shall identify and list
any portion of The Work which does not conform to this Workletter Agreement (“Closing
Punch List”).  In addition, thirty (30)
days after Lessee’s first taking possession of the Expansion Premise, Lessee
shall identify and list any portion of The Work which does not conform to this
Workletter Agreement that could not reasonably be determined prior to Lessee’s
occupancy of the Expansion Premises (“30 Day Punch List”). The Lessor shall
review with the Lessee all of the items so listed on the Closing Punch List
and/or the 30 Day Punch List and correct or complete any portion of The Work
which fails to conform to the requirements of this Workletter Agreement.


 


10.           The
terms contained in the Amendment (which include all exhibits attached thereto)
constitute Lessor’s agreement with Lessee with respect to the work to be
performed by Lessor on Lessee’s behalf. 
If the architectural drawings are in conflict with the terms of the
Amendment, then the Lease shall be deemed the controlling document.


 


11.           All
materials and installations constructed for the Lessee within the Expansion
Premises shall become the property of the Lessor upon installation.  No refund, credit or removal of said items is
to be permitted at the termination of the Lease.  Items installed that are not integrated in
any such way with other common building materials do not fall under this
provision (e.g. shelving, furniture, etc.).


 


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12.           It
is agreed that notwithstanding the date provided in the Lease for the Effective
Date, the term applicable to the Expansion Premises shall not commence until
Lessor has “substantially completed” all work to be performed by Lessor as
hereinbefore set forth in Paragraph 3 above and as set forth in the Amendment;
provided, however, that if Lessor shall be delayed in substantially completing
said work as a result of:


 


a.             Lessee’s
failure to approve the plans and specifications in accordance with Paragraph 2
hereof; or


 


b.             Lessee’s
failure to furnish interior finish specifications, i.e., paint colors, carpet
selection, etc., to Lessor by the fifth (5th) working day after Lessor has
approved the plans and specifications submitted by Lessee referred to in
Paragraph 2 hereof; or


 


c.             Lessee’s
request for materials, finishes or installations other than Lessor’s Building
Standard; or


 


d.             Lessee’s
changes in The Work; or


 


e.             The
performance of a person, firm, partnership or corporation employed by Lessee
and the completion of the said work by said person, firm, partnership or
corporation;


 


then the Effective Date
of the term of said Lease shall be accelerated by the number of days of such
delay and Lessee’s obligation to pay Fixed Basic Rent and Additional Rent shall
commence as of such earlier date. As to matters described in clauses (a) – (e)
above, Lessor shall advise Lessee of any delay that Lessor knows is reasonably
likely to occur as a result of the matter described, within a reasonable time
after Lessor becomes aware of such likelihood. If Lessee causes any delay in
the Effective Date by reason of any act and/or omission of Lessor or its
agents, then such delay by Lessee shall not result in an acceleration of the
Effective Date as set forth above.


 


13.           Lessor
shall permit Lessee and its agents to enter the Expansion Premises prior to the
Commencement Date in order that Lessee may perform through its own non-union
contractors (or union contractor if required by Lessor) such other work and
decorations as Lessee may desire at the same time Lessor’s contractors are
working in the Expansion Premises.  The
foregoing license to enter prior to the Commencement Date, however, is
conditioned upon:


 


a.             Lessee’s
workmen and mechanics working in harmony and not interfering with the labor
employed by Lessor, Lessor’s mechanics or contractors or by any other Lessee or
its mechanics or contractors; and


 


b.             Lessee
providing Lessor with evidence of Lessee’s contractors and subcontractors
carrying such worker’s compensation, general liability, personal and property
insurance as required by law and in amounts no less than the amounts set forth
in Article 30 of the Lease.  If at
any time such entry shall cause disharmony or interference therewith, this license
may be withdrawn by Lessor upon forty-eight (48) hours written notice to
Lessee.  Such entry shall be deemed
controlled by all of the terms, covenants, provisions and conditions of said
Lease, except as to the covenant to pay Fixed Basic Rent and Additional
Rent.  Lessor shall not be liable in any
way for any injury, loss or damage which may occur to any of Lessee’s
decorations or installations so made prior to the Effective Date, the same
being solely at Lessee’s risk.


 


14.           No
part of the Expansion Premises shall be deemed unavailable for occupancy by the
Lessee, or shall any work which the Lessor is obligated to perform in such part
of the Expansion Premises be deemed incomplete for the purpose of any
adjustment of Fixed Basic Rent payable hereunder, solely due to the
non-completion of details of construction, decoration or mechanical adjustments
which are minor in character and the non-completion of which does not
materially interfere with the Lessee’s use of such part of the Expansion
Premises.


 


15.           Lessee
is responsible for all costs related to the repairs and maintenance of any
additional or supplemental HVAC systems, appliances and equipment installed to
meet Lessee’s specific 


 


B-3





















 


requirements.  Lessee shall purchase a service contract for
this equipment so that the equipment is covered by such service contract each
year of the term of the Lease and shall forward a copy of such contract to
Lessor.


 


16.           If
construction is to occur in a space occupied by Lessee’s employees, Lessee
shall be liable for all costs associated with a delay if Lessee shall fail to
comply with a submitted construction schedule to relocate personnel,
furniture, or equipment.  These costs
shall include, but not be limited to the following:


 


a.             cost
of construction workers time wasted; and


 


b.             cost
of any overtime work necessary to meet schedule deadlines; and


 


c.             any
other costs associated with delays in final completion.


 


17.           This
workletter is based on the quantities and specifications listed herein.  Any change to these specifications shall
require the recalculation of the construction costs.  Such recalculation shall not negate any other
section of this Lease.


 


18.           All sums payable
by Lessee to Lessor in connection with this Exhibit B and any other work to be
performed by Lessor within the Expansion Premises and billable to Lessee shall
be deemed Additional Rent.


 


19.           With respect to
the construction work being conducted in or about the Expansion Premises, each
party agrees to be bound by the approval and actions of their respective
construction representatives.  Unless
changed by written notification, the parties hereby designate the following
individuals as their respective construction representatives:


 


	
  FOR
  LESSOR:

  	
  FOR LESSEE:

  
	
   

  	
   

  
	
   

  	
   

  	
  David Mitchell

  
	
  c/o Mack-Cali Realty
  Corporation

  	
  8 Campus Drive

  
	
   

  	
   

  	
  Parsippany, NJ 07054

  
	
   

  	
  973 647 6069

  



 


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