EX-10.18






Exhibit 10.18




OFFICE LEASE AGREEMENT




BETWEEN




NORMANDY WALTHAM HOLDINGS, LLC




(“LANDLORD”)




AND




THE MEDICINES COMPANY




(“TENANT”)




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	1. Basic Lease Information
	 	 	1	 
	 
	 	 	 	 
	2. Lease Grant
	 	 	3	 
	 
	 	 	 	 
	3. Adjustment of Commencement Date; Possession
	 	 	3	 
	 
	 	 	 	 
	4. Rent
	 	 	4	 
	 
	 	 	 	 
	5. Compliance with Laws; Use
	 	 	5	 
	 
	 	 	 	 
	6. Security Deposit
	 	 	6	 
	 
	 	 	 	 
	7. Building Services
	 	 	6	 
	 
	 	 	 	 
	8. Leasehold Improvements
	 	 	7	 
	 
	 	 	 	 
	9. Repairs and Alterations
	 	 	8	 
	 
	 	 	 	 
	10. Entry by Landlord
	 	 	9	 
	 
	 	 	 	 
	11. Assignment and Subletting
	 	 	9	 
	 
	 	 	 	 
	12. Liens
	 	 	10	 
	 
	 	 	 	 
	13. Indemnity and Waiver of Claims
	 	 	11	 
	 
	 	 	 	 
	14. Insurance
	 	 	11	 
	 
	 	 	 	 
	15. Subrogation
	 	 	12	 
	 
	 	 	 	 
	16. Casualty Damage
	 	 	12	 
	 
	 	 	 	 
	17. Condemnation
	 	 	13	 
	 
	 	 	 	 
	18. Events of Default
	 	 	13	 
	 
	 	 	 	 
	19. Remedies
	 	 	13	 
	 
	 	 	 	 
	20. Limitation of Liability
	 	 	15	 
	 
	 	 	 	 
	21. Intentionally Omitted
	 	 	15	 
	 
	 	 	 	 
	22. Holding Over
	 	 	15	 
	 
	 	 	 	 
	23. Subordination to Mortgages; Estoppel Certificate
	 	 	16	 
	 
	 	 	 	 
	24. Notice
	 	 	16	 
	 
	 	 	 	 
	25. Surrender of Premises
	 	 	16	 
	 
	 	 	 	 
	26. Miscellaneous
	 	 	16	 
	 
	 	 	 	 
	27. OFAC Compliance
	 	 	19	 
	 
	 	 	 	 
	28. Parking
	 	 	20	 






 









 






OFFICE LEASE AGREEMENT




     THIS
OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as October ___,
2008, by and between NORMANDY WALTHAM HOLDINGS, LLC, a Delaware limited liability company
(“Landlord”) and THE MEDICINES COMPANY, a Delaware corporation (“Tenant”).



     The following exhibits and attachments are incorporated into and made a part of the
Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes),
Exhibit C (Work Letter), Exhibit D (Commencement Letter) and Exhibit E (Building Rules and
Regulations).



1. Basic Lease Information.




     1.01 “Building” shall mean the building located at 400 Fifth Avenue, Waltham,
Massachusetts, and commonly known as Prospect Corporate Center. “Rentable Square Footage of
the Building” is deemed to be 116,066 square feet.



     1.02 “Premises” shall mean the area shown on Exhibit A to this Lease. The Premises is
located on the second (2nd) floor. If the Premises include one or more floors in
their entirety, all corridors and restroom facilities located on such full floor(s) shall
be considered part of the Premises. The “Rentable Square Footage of the Premises” is deemed
to be 2,044 square feet. Landlord and Tenant stipulate and agree that the Rentable Square
Footage of the Building and the Rentable Square Footage of the Premises are correct.



     1.03 “Base Rent”:



	 	 	 	 	 
	Months of Term	Annual
Rate
 Per Square Foot	Monthly Base Rent
	1 through 12

	 	$52,122.00
	 	$4,343.50
	13 through 24
	 	$54,166.00
	 	$4,513.83
	25 through 36
	 	$56,210.00
	 	$4,684.17






     1.04 “Tenant’s Pro Rata Share”: 1.76%. Tenant’s Pro Rata Share shall be adjusted for
changes in the Rentable Square Footage of the Premises and/or the Rentable Square Footage
of the Building, including, without limitation, changes which may result from any
condemnation or other taking of a portion of the Building.



     1.05 “Base Year” for Taxes: Fiscal Year (defined below) 2009 (i.e., July 1, 2008 to
June 30, 2009); “Base Year” for Expenses (defined in Exhibit B): Calendar year 2009.



     For purposes hereof, “Fiscal Year” shall mean the Base Year for Taxes and each period
of July 1 to June 30 thereafter.



     1.06 “Term”: A period of thirty-six (36) months. Subject to Section 3, the Term shall
commence on December 15, 2008 (the “Commencement Date”) and, unless terminated early in
accordance with this Lease, end on December 14, 2011 (the “Termination Date”).



 









 





     1.07 “Improvement Allowance(s)”: None.



     1.08 “Security Deposit”: $4,343.50, as more fully described in Section 6.



     1.09 “Guarantor(s)”: None.



     1.10 “Brokers”: Richard Barry Joyce and GVA Williams.



     1.11 Permitted Use”: General office, clerical, administrative and executive use.



     1.12 “Notice Addresses”:


Landlord:



For all Notices:



Jeff Rines

c/o Normandy Real Estate Management, LLC

400 Fifth Avenue

Waltham, Massachusetts 02459



With a copy to:



Raymond P. Trevisan

Principal, General Counsel

Normandy Real Estate Partners, LLC

67 Park Place East, 8th Floor

Morristown, New Jersey 07960



With a copy to:



Steve Smith

Normandy Real Estate Partners, LLC

67 Park Place East, 8th Floor

Morristown, New Jersey 07960



With a copy to:



Goulston & Storrs, P.C.

400 Atlantic Avenue

Boston, Massachusetts 02110

Attention: 400 Fifth Avenue, Waltham, Massachusetts



Tenant



For all Notices: To the Premises




     1.13 “Business Days” are Monday through Friday of each week, exclusive of New Year’s
Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day (“Holidays”). “Building Service Hours” are 8:00 A.M. to 6:00 P.M. on Business
Days and 9:00 A.M. to 1:00 P.M. on Saturdays.



 









 





     1.14 “Landlord Work” means the work that Landlord is obligated to perform in the
Premises pursuant to a separate agreement (the “Work Letter”) attached to this Lease as
Exhibit C.



     1.15 “Property” means the Building and the parcel(s) of land on which it is located
and, at Landlord’s discretion, the parking facilities and other improvements, if any,
serving the Building and the parcel(s) of land on which they are located.



2. Lease Grant.




     The Premises are hereby leased to Tenant from Landlord, together with the right to use
any portions of the Property that are from time to time designated by Landlord for the
common use of tenants and others (the “Common Areas”). Nothing contained herein
shall affect Landlord’s right to add to, subtract from, or alter the Common Areas, so
long as the same does not materially adversely affect Tenant’s access to the Premises or
use of the Premises for the Permitted Use.



3. Adjustment of Commencement Date; Possession.




     3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date:
(a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as
the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which
the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date
will be the last day of the Term as determined based upon the actual Commencement Date.
Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement
Date shall not be a default by Landlord or otherwise render Landlord liable for damages.
Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter
into a commencement letter agreement in the form attached as Exhibit D. If the Termination
Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to
adjust the Termination Date to the last day of the calendar month in which Termination Date
occurs by the mutual execution of a commencement letter agreement setting forth such
adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date
that all Landlord Work has been performed, other than any details of construction,
mechanical adjustment or any other similar matter, the non-completion of which does not
materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the
performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant
Related Parties (defined in Section 13) or their respective contractors or vendors,
including, without limitation, changes requested by Tenant to approved plans, Tenant’s
failure to comply with any of its obligations under this Lease, or the specification of any
materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be
deemed to be Substantially Complete on the date that Landlord could reasonably have been
expected to Substantially Complete the Landlord Work absent any Tenant Delay.
Notwithstanding the foregoing, if the Commencement Date does not occur within 30 days after
the Target Commencement Date, unless due to Tenant Delay, Tenant shall be entitled to one
(1) day of Rent abatement for each day that elapses following the expiration of such 30-day
period) as the same may be extended by reason of Tenant Delay) until the occurrence of the
Commencement Date, and provided, further, that if the Commencement Date does not occur
within 90 days of the Target Commencement Date for any reason other than Tenant Delay,
Tenant may elect to terminate this Lease by giving Landlord written notice of such election
at any time after the expiration of such 90-day period (as the same may be extended by
reason of Tenant Delay) and before the occurrence of the Commencement Date. If Tenant so
elects, then this Lease shall terminate on the day that is 10



 









 







days after delivery of such
notice to Landlord unless the Commencement Date occurs on or before the expiration of such
10-day period, in which event Tenant’s termination election shall automatically become
void.



     3.02 Subject to Landlord’s obligation to perform Landlord Work, as defined in Exhibit
C, the Premises are accepted by Tenant in “as-is” condition and configuration without any
representations or warranties by Landlord. By taking possession of the Premises, Tenant
agrees that the Premises are in good order and satisfactory condition. If Tenant takes
possession of the Premises before the Commencement Date for the purpose of conducting
business in the Premises for the Permitted Use, such possession shall be subject to the
terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to
Landlord for each day of possession before the Commencement Date. However, except for the
cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be
required to pay Rent for any days of possession before the Commencement Date during which
Tenant, with the approval of Landlord, is in possession of the Premises for the sole
purpose of performing
improvements or installing furniture, equipment or other personal property. Landlord
represents that the Premises may be used for the Permitted Use under applicable zoning
laws. Landlord agrees that, as of the Commencement Date, all utilities and facilities
located within or serving the Premises shall be in good working order and condition.



4. Rent.




     4.01 Commencing on the Commencement Date, Tenant shall pay Landlord, without any
setoff or deduction, unless expressly set forth in this Lease, all Base Rent and Additional
Rent due for the Term (collectively referred to as “Rent”). “Additional Rent” means all
sums (exclusive of Base Rent) that Tenant is required to pay Landlord under this Lease.
Tenant shall pay and be liable for all rental, sales and use taxes (but excluding income
taxes), if any, imposed upon or measured by Rent. Base Rent and recurring monthly charges
of Additional Rent shall be due and payable in advance on the first day of each calendar
month without notice or demand, provided that the installment of Base Rent for the first
full calendar month of the Term, and the first monthly installment of Additional Rent for
Expenses and Taxes, shall be payable upon the execution of this Lease by Tenant. All other
items of Rent shall be due and payable by Tenant on or before 30 days after billing by
Landlord. Rent shall be made payable to the entity, and sent to the address, Landlord
designates and shall be made by good and sufficient check or by other means acceptable to
Landlord. Tenant shall pay Landlord an administration fee equal to 5% of all past due Rent,
provided that Tenant shall be entitled to a grace period of 5 days for the first 2 late
payments of Rent in a calendar year. In addition, past due Rent shall accrue interest at a
rate equal to the so-called prime rate of interest charged from time to time by Bank of
America, N.A. or its successor plus three percent (3%) per annum from the due date
until actually paid. Landlord’s acceptance of less than the correct amount of Rent shall be
considered a payment on account of the earliest Rent due. Rent for any partial month during
the Term shall be prorated. No endorsement or statement on a check or letter accompanying
payment shall be considered an accord and satisfaction. Tenant’s covenant to pay Rent is
independent of every other covenant in this Lease, except as may be expressly otherwise
provided in this Lease.



     4.02 Tenant shall pay Tenant’s Pro Rata Share of Taxes and Expenses in accordance
Exhibit B of this Lease.



 









 





5. Compliance with Laws; Use.




     The Premises shall be used for the Permitted Use and for no other use whatsoever.
Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of
any municipal or governmental entity whether in effect now or later, including the
Americans with Disabilities Act (“ADA”), (“Law(s)”), regarding the operation of Tenant’s
business and the use, condition, configuration and occupancy of the Premises.



     In addition, Tenant shall, at its sole cost and expense, promptly comply with any Laws
that relate to the “Base Building” (defined below), but only to the extent such obligations
are triggered by Tenant’s use of the Premises, other than for general office use, or
Alterations or improvements in the Premises performed or requested by Tenant (other than
the Landlord Work). “Base Building” shall include the structural portions of the Building,
the public restrooms and the Building mechanical, electrical and plumbing systems and
equipment located in the internal core of the Building on the floor or floors on which the
Premises are located. Tenant shall promptly provide Landlord with copies of any notices it
receives regarding an alleged violation of Law. Tenant shall comply with the rules and
regulations of the Building attached as Exhibit E and such other reasonable rules and
regulations adopted by Landlord from time to time on prior written notice and so long as
same do not materially restrict the Permitted Use, including rules and regulations for the
performance of Alterations (defined in Section 9). Landlord agrees
that it will not enforce such rules and regulations on a basis that discriminates
against Tenant.



     Tenant, at its expense and after notice to Landlord, may contest, by appropriate
proceedings prosecuted diligently and in good faith, the validity, or applicability to the
Premises, of any law or requirement of any public authority, provided that (a) Landlord
shall not be subject to criminal penalty or to prosecution for a crime or subject to any
civil liability, nor shall the Premises or any part thereof, or the Building, or any part
thereof, be subject to being condemned or vacated, nor shall the Building, or any part
thereof, be subjected to any lien (unless Tenant shall remove such lien by bonding or
otherwise) or encumbrance, by reason of noncompliance or otherwise by reason of such
contest; (b) before the commencement of such contest, Tenant shall indemnify Landlord
against the cost thereof and against all liability for damages, Interest, penalties and
expenses (including reasonable attorneys’ fees and expenses) resulting from or incurred in
connection with such contest or noncompliance; (c) such noncompliance or contest shall not
prevent Landlord from obtaining or keeping in effect any and all permits and licenses in
connection with the operation of the Building; and (d) Tenant shall keep Landlord advised
as to the status of such proceedings.



     Notwithstanding the foregoing, (a) Landlord shall keep the common areas, and
facilities of the Property in compliance with the requirements of all applicable laws,
orders, and regulations of public authorities; and (b) if any law, order, or regulation of
public authority shall require any alteration, addition, or installation to the Premises
other than by reason of Tenant’s particular manner of use of the Premises (i.e., as opposed
to office use generally) or any Alterations or improvements in the Premises performed or
requested by Tenant (other than the Landlord Work), Landlord, not Tenant, shall be
responsible for such work, the cost of which shall be included in Expenses as provided in
Exhibit B hereto.



 









 





6. Security Deposit.




     The Security Deposit shall be delivered to Landlord upon the execution of this Lease
by Tenant and held by Landlord without liability for interest (unless required by Law) as
security for the performance of Tenant’s obligations. The Security Deposit is not an
advance payment of Rent or a measure of damages. Landlord may use all or a portion of the
Security Deposit to satisfy past due Rent (following the expiration of notice and grace
periods) or to cure any Default (defined in Section 18) by Tenant. If Landlord uses any
portion of the Security Deposit, Tenant shall, within 5 days after demand, restore the
Security Deposit to its original amount. Landlord shall return any unapplied portion of the
Security Deposit to Tenant within 30 days after the later to occur of: (a) determination of
the final Rent due from Tenant; or (b) the later to occur of the Termination Date or the
date Tenant surrenders the Premises to Landlord in compliance with Section 25. Landlord may
assign the Security Deposit to a successor or transferee and, following the assignment,
Landlord shall have no further liability for the return of the Security Deposit. Landlord
shall not be required to keep the Security Deposit separate from its other accounts.



7. Building Services.




     7.01 Landlord shall furnish Tenant with the following services: (a) hot and cold water
for use in the Base Building lavatories, and cold water only for use in the kitchen sink;
(b) customary heat and air conditioning in season during Building Service Hours; provided
that Tenant shall have the right to receive HVAC service during hours other than Building
Service Hours by paying Landlord’s then standard charge for additional HVAC service so long
as Tenant requests same by written notice to Landlord not later than 12:00 noon on the
Business Day preceding the day of such overtime usage (provided, however, that Landlord
shall use reasonable efforts to provide overtime
service requested not later than 12:00 noon on the day of such overtime usage); (c)
standard janitorial service on Business Days; (d) Elevator service; (e) Electricity in
accordance with the terms and conditions in Section 7.02; and (f) such other services as
Landlord reasonably determines are necessary or appropriate for the Property. As of the
date hereof, Landlord’s charge for after-Building Service Hours heating service is $100.00
per hour, and Landlord’s charge for after-Building Service Hours air conditioning service
is $100.00 per hour, (which Landlord represents are the actual costs of providing such
services, including maintenance and depreciation but excluding any mark-up for profit or
administrative charges), in each case for the entire Premises, subject to change from time
to time. Tenant and its employees shall have access to the Building 24 hours per day, 7
days per week, subject to the terms of this Lease and such security or monitoring systems
as Landlord may reasonably impose.



     7.02 Electricity shall be distributed to the Premises either by the electric utility
company selected by Landlord to provide electricity service for the Building or, at
Landlord’s option, by Landlord; and Landlord shall permit Landlord’s wires and conduits, to
the extent available, suitable and safely capable, to be used for such distribution. If and
so long as Landlord is distributing electricity to the Premises, Tenant shall obtain all of
its electricity from Landlord and shall pay all of Landlord’s charges, which charges shall
be based, at Landlord’s option, either on meter readings or on Landlord’s reasonable
estimate of Tenant’s electrical usage or on Tenant’s pro rata share of all space, including
the Premises, which is commonly metered with the Premises. In calculating such charges,
there shall be included all commercially reasonable costs to Landlord to obtain electric
service to the Building, including all commercially reasonable costs of whatever nature
incurred in connection with entering agreements for obtaining such service from utility
suppliers. Initially, such charges will be based on Landlord’s estimated cost of $1.75 per
annum per rentable square foot of floor area in the



 









 







Premises. Upon Tenant’s prior written request from time to time, Landlord shall make copies
of Landlord’s electric bills available to Tenant for review. If the electric utility
company selected by Landlord to provide electricity service for the Building is
distributing electricity to the Premises, Landlord may elect to require Tenant, at its
cost, to make all necessary arrangements with such electric utility company for metering
and paying for electric current furnished to the Premises. All electricity used during the
performance of janitorial service, or the making of any alterations or repairs in or to the
Premises, or the operation of any special air conditioning system serving the Premises,
shall be paid by Tenant.



     7.03 Landlord has advised Tenant that presently NStar Electric (the “Electric Service
Provider”) is the electric utility company selected by Landlord to provide electricity
service for the Building. Notwithstanding the foregoing, Landlord reserves the right at any
time and from time to time before or during the Term to either contract for electric
service from a different company or companies providing electricity service (each such
company shall hereinafter be referred to as an “Alternative Service Provider”) or continue
to contract for electricity service from the Electric Service Provider. Tenant shall
cooperate with Landlord, the Electric Service Provider and any Alternative Service Provider
at all times and, as reasonably necessary, shall allow Landlord, the Electric Service
Provider and any Alternative Service Provider reasonable access to the Building’s electric
lines, feeders, risers, wiring and other machinery within the Premises.



     Without the consent of Landlord, Tenant’s use of electrical service shall not exceed,
either in voltage, rated capacity, use beyond Building Service Hours or overall load, that
which Landlord reasonably deems to be standard for the Building, which shall not be less
than five (5) watts per rentable square foot, exclusive of HVAC. Landlord shall have the
right to measure electrical usage by commonly accepted methods. If it is determined that
Tenant is using excess electricity, Tenant shall pay Landlord for the cost
of such excess electrical usage as Additional Rent.



     7.04 Landlord’s failure to furnish, or any interruption, diminishment or termination
of services due to the application of Laws, the failure of any equipment, the performance
of repairs, improvements or alterations, utility interruptions or the occurrence of an
event of Force Majeure (defined in Section 26.03) (collectively a “Service Failure”) shall
not render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give
rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any
covenant or agreement. However, if, as a result of a Service Failure that is reasonably
within the control of Landlord to correct, the Premises are made untenantable for a period
in excess of 3 consecutive Business Days after Tenant notifies Landlord of such failure,
then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable
hereunder during the period beginning on the 4th consecutive Business Day after
Tenant so notifies Landlord and ending on the day the service has been restored. If the
entire Premises have not been rendered untenantable by the Service Failure, the amount of
abatement shall be equitably prorated.



8. Leasehold Improvements.




     All improvements in and to the Premises, including any Alterations (collectively,
“Leasehold Improvements”) shall remain upon the Premises at the end of the Term without
compensation to Tenant. Landlord, however, by written notice to Tenant at the time Tenant
requests Landlord’s consent, may require Tenant, at its expense, to remove (a) any Cable
(defined in Section 9.01) installed by or for the benefit of Tenant, and (b) any
Alterations that, in Landlord’s reasonable judgment, are of a nature that would require
removal and repair costs that are materially in excess of the removal and repair costs
associated with standard office



 









 







improvements (collectively referred to as “Required Removables”). Required Removables may
include, without limitation, internal stairways, raised floors, personal baths and showers,
vaults, rolling file systems and structural alterations and modifications. The designated
Required Removables shall be removed by Tenant before the Termination Date. Tenant shall
repair damage caused by the installation or removal of Required Removables. If Tenant fails
to perform its obligations in a timely manner, Landlord may perform such work at Tenant’s
expense.



9. Repairs and Alterations.




     9.01 Tenant shall, at its sole cost and expense, perform all maintenance and repairs
to the Premises that are not Landlord’s express responsibility under this Lease, and keep
the Premises in good condition and repair, reasonable wear and tear excepted. Tenant’s
repair and maintenance obligations include, without limitation, repairs to: (a) floor
covering; (b) interior non-structural partitions; (c) interior doors; (d) the interior side
of demising walls; (e) electronic, phone and data cabling and related equipment that is
installed by or for the exclusive benefit of Tenant (collectively, “Cable”); (f)
supplemental air conditioning units, kitchen appliances, including hot water heaters within
and exclusively serving the Premises, plumbing within and exclusively serving the Premises,
and similar facilities exclusively serving Tenant; and (g) Alterations. To the extent
Landlord is not reimbursed by insurance proceeds, Tenant shall reimburse Landlord for the
cost of repairing damage to the Building caused by the negligence or misconduct of Tenant,
Tenant Related Parties and their respective contractors and vendors. If Tenant fails to
make any repairs to the Premises for more than 30 days after notice from Landlord (although
notice shall not be required in an emergency) or such additional time as may be necessary
in the event the repair is of such a nature that it is not capable of cure within 30 days
so long as Tenant commences to repair within such 30 days and diligently pursues such
repair thereafter to completion, Landlord may make the repairs, and Tenant shall pay the
reasonable cost of the repairs, together with an administrative
charge in an amount equal to 10% of the cost of the repairs.



     9.02 Landlord shall keep and maintain in good repair and working order and perform
maintenance upon the: (a) structural elements of the Building; (b) mechanical (including
HVAC), electrical, plumbing and fire/life safety systems serving the Building in general;
(c) Common Areas; (d) roof of the Building; (e) exterior windows of the Building; and (f)
elevators serving the Building. Landlord shall promptly make repairs for which Landlord is
responsible.



     9.03 Tenant shall not make alterations, repairs, additions or improvements or install
any Cable (collectively referred to as “Alterations”) without first obtaining the written
consent of Landlord in each instance, which consent shall not be unreasonably withheld or
delayed. However, Landlord’s consent shall not be required for any Alteration that
satisfies all of the following criteria (a “Cosmetic Alteration”): (a) is of a cosmetic
nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is
not visible from the exterior of the Premises or Building; (c) will not affect the Base
Building; and (d) does not require work to be performed inside the walls, below the floor,
or above the ceiling of the Premises. Cosmetic Alterations shall be subject to all the
other provisions of this Section 9.03, except as otherwise set forth herein. Prior to
starting work, Tenant shall furnish Landlord with plans and specifications for the proposed
Alterations (other than for Cosmetic Alterations unless Tenant elects to prepare plans or
specifications therefor); names of contractors reasonably acceptable to Landlord (provided
that Landlord may designate specific contractors with respect to Base Building); required
permits and approvals; evidence of contractor’s and subcontractor’s insurance in amounts
reasonably required by Landlord and naming Landlord as an additional insured; and any
security for performance in amounts reasonably required by Landlord for all



 









 







Alterations costing in excess of $25,000.00. Changes to the plans and specifications must
also be submitted to Landlord for its approval. Alterations shall be constructed in a good
and workmanlike manner using materials of a quality reasonably approved by Landlord. Tenant
shall reimburse Landlord for any reasonable sums paid by Landlord for third party
examination of Tenant’s plans for non-Cosmetic Alterations. In addition, Tenant shall pay
Landlord a fee for Landlord’s oversight and coordination of any Alterations other than
Cosmetic Alterations equal to 10% of the cost of the Alterations. Upon completion, Tenant
shall furnish “as-built” plans for all Alterations other than Cosmetic Alterations,
completion affidavits and full and final waivers of lien. Landlord’s approval of an
Alteration shall not be deemed a representation by Landlord that the Alteration complies
with Law.



10. Entry by Landlord.




     Landlord may enter the Premises to inspect, to show (but not to prospective tenants
except during the last year of the Term), or to clean the Premises or to perform or
facilitate the performance of repairs, alterations or additions to the Premises or any
portion of the Building. Except in emergencies or to provide Building services, Landlord
shall provide Tenant with reasonable prior verbal notice of entry and shall use reasonable
efforts to minimize any interference with Tenant’s use of the Premises. If reasonably
necessary, Landlord may temporarily close all or a portion of the Premises to perform
repairs, alterations and additions. However, except in emergencies, Landlord will not close
the Premises if the work can reasonably be completed on weekends and after Building Service
Hours. Entry by Landlord shall not constitute a constructive eviction or entitle Tenant to
an abatement or reduction of Rent.



11. Assignment and Subletting.




     11.01 Except in connection with a Permitted Transfer (defined in Section 11.04),
Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or
allow any third party to use any portion of the Premises (collectively or individually, a
“Transfer”) without the prior written consent of Landlord, which consent shall not be
unreasonably withheld, conditioned or delayed if Landlord does not exercise its recapture
rights under Section 11.02. If the entity which controls the voting shares/rights of Tenant
changes at any time, such change of ownership or control shall constitute a Transfer unless
Tenant is an entity whose outstanding stock is listed on a recognized securities exchange
or if at least 80% of its voting stock is owned by another entity, the voting stock of
which is so listed. Any attempted Transfer in violation of this Section is voidable by
Landlord. In no event shall any Transfer, including a Permitted Transfer, release or
relieve Tenant from any obligation under this Lease.



     11.02 Tenant shall provide Landlord with financial statements for the proposed
transferee, a fully executed copy of the proposed assignment, sublease or other Transfer
documentation and such other information as Landlord may reasonably request. Within 15
Business Days after receipt of the required information and documentation, Landlord shall
either: (a) consent to the Transfer by execution of a consent agreement in a form
reasonably designated by Landlord; (b) reasonably refuse to consent to the Transfer in
writing; or (c) in the event of an assignment of this Lease or subletting of more than 20%
of the Rentable Area of the Premises for more than 50% of the remaining Term (excluding
unexercised options), recapture the portion of the Premises that Tenant is proposing to
Transfer. If Landlord exercises its right to recapture, this Lease shall automatically be
amended (or terminated if the entire Premises is being assigned or sublet) to delete the
applicable portion of the Premises effective on the proposed effective date of the
Transfer, and Tenant shall have no further liability with respect to such space except for
(i) those obligations that by their terms survive the expiration or earlier



 









 







termination of
the Lease and (ii) Tenant’s indemnity obligations under the Lease, including, without
limitation, Sections 5, 13, 26.06 and 26.14 hereof. Tenant shall pay Landlord a review fee
of $1,500.00 for Landlord’s review of any Permitted Transfer or requested Transfer, except
in the event of a recapture by Landlord.



     11.03 Tenant shall pay Landlord 50% of all rent and other consideration which Tenant
receives as a result of a Transfer that is in excess of the Rent payable to Landlord for
the portion of the Premises and Term covered by the Transfer. Tenant shall pay Landlord for
Landlord’s share of the excess within 30 days after Tenant’s receipt of the excess. Tenant
may deduct from the excess, on a straight-line basis, all reasonable and customary expenses
directly incurred by Tenant attributable to the Transfer. If Tenant is in Default, Landlord
may require that all sublease payments be made directly to Landlord, in which case Tenant
shall receive a credit against Rent in the amount of Tenant’s share of payments received by
Landlord.



     11.04 Tenant may assign this Lease to a successor to Tenant by purchase, merger,
consolidation or reorganization (an “Ownership Change”) or assign this Lease or sublet all
or a portion of the Premises to an Affiliate without the consent of Landlord, provided that
all of the following conditions are satisfied (a “Permitted Transfer”): (a) Tenant is not
in Default; (b) in the event of an Ownership Change, Tenant’s successor shall own
substantially all of the assets of Tenant and have a net worth which is at least equal to
Tenant’s net worth as of the day prior to the proposed Ownership Change; (c) the Permitted
Use does not allow the Premises to be used for retail purposes; and (d) Tenant shall give
Landlord written notice at least 15 Business Days prior to the effective date of the
Permitted Transfer. Tenant’s notice to Landlord shall include information and documentation
evidencing the Permitted Transfer and showing that each of the above conditions has been
satisfied. If requested by Landlord, Tenant’s successor shall sign a commercially
reasonable form of assumption agreement. “Affiliate” shall mean an entity controlled by,
controlling or under common control with Tenant (for such period of time as
such entity continues to be controlled by, controlling or under common control with
Tenant, it being agreed that the subsequent sale or transfer of stock resulting in a change
in voting control, or any other transaction(s) having the overall effect that such entity
ceases to be controlled by, controlling or under common control with Tenant, shall be
treated as if such sale or transfer or transaction(s) were, for all purposes, an assignment
of this Lease governed by the provisions of this Article 11).



12. Liens.




     Tenant shall not permit mechanics’ or other liens to be placed upon the Property,
Premises or Tenant’s leasehold interest in connection with any work or service done or
purportedly done by or for the benefit of Tenant or its transferees. Tenant shall give
Landlord notice at least 15 days prior to the commencement of any work in the Premises to
afford Landlord the opportunity, where applicable, to post and record notices of
non-responsibility. Tenant, within 10 days of notice from Landlord, shall fully discharge
any lien by settlement, by bonding or by insuring over the lien in the manner prescribed by
the applicable lien Law, If Tenant fails to do so, Landlord may bond, insure over or
otherwise discharge the lien. Tenant shall reimburse Landlord for any amount paid by
Landlord, including, without limitation, reasonable attorneys’ fees. If the cost of such
work exceeds $25,000.00, Landlord shall have the right to require Tenant to post a
performance or payment bond in connection with any work or service done or purportedly done
by or for the benefit of Tenant. Tenant acknowledges and agrees that all such work or
service is being performed for the sole benefit of Tenant and not for the benefit of
Landlord.



 









 





13. Indemnity and Waiver of Claims.




     Tenant hereby waives all claims against and releases Landlord and its trustees,
members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees
(defined in Section 23) and agents (the “Landlord Related Parties”) from all claims for any
injury to or death of persons, damage to property or business loss in any manner related to
(a) Force Majeure, (b) acts of third parties, (c) the bursting or leaking of any tank,
water closet, drain or other pipe, (d) the inadequacy or failure of any security services,
personnel or equipment, or (e) any matter not within the reasonable control of Landlord. In
addition to the foregoing Tenant agrees that Landlord shall have no responsibility or
liability whatsoever for any loss or damage, however caused, to furnishings, fixtures,
equipment, or other personal property of Tenant or of any persons claiming by, through, or
under Tenant unless caused by Landlord’s gross negligence or willful misconduct. Except to
the extent caused by the negligence or willful misconduct of Landlord or any Landlord
Related Parties, Tenant shall indemnify, defend and hold Landlord and Landlord Related
Parties harmless against and from all liabilities, obligations, damages, penalties, claims,
actions, costs, charges and expenses, including, without limitation, reasonable attorneys’
fees and other professional fees (if and to the extent permitted by Law) (collectively
referred to as “Losses”), which may be imposed upon, incurred by or asserted against
Landlord or any of the Landlord Related Parties by any third party and arising out of or in
connection with any damage or injury occurring in the Premises or any acts or omissions
(including violations of Law) of Tenant, the Tenant Related Parties or any of Tenant’s
transferees, contractors or licensees. Except to the extent caused by the negligence or
willful misconduct of Tenant or any Tenant Related Parties, Landlord shall indemnify,
defend and hold Tenant, its trustees, members, principals, beneficiaries, partners,
officers, directors, employees and agents (“Tenant Related Parties”) harmless against and
from all Losses which may be imposed upon, incurred by or asserted against Tenant or any of
the Tenant Related Parties by any third party and arising out of or in connection with the
acts or omissions (including violations of Law) of Landlord or the Landlord Related
Parties.



14. Insurance.




     Tenant shall maintain the following insurance (“Tenant’s Insurance”): (a) Commercial
General Liability Insurance applicable to the Premises and its appurtenances, including
blanket contractual and personal liability, with broad form endorsement, in the amount of
$3,000,000 per occurrence and $3,000,000 in the aggregate; (b) Property/Business
Interruption Insurance written on an All Risk or Special Perils form, with coverage for
broad form water damage including earthquake sprinkler leakage, at replacement cost value
and with a replacement cost endorsement covering all of Tenant’s business and trade
fixtures, equipment, movable partitions, furniture, merchandise and other personal property
within the Premises (“Tenant’s Property”) and any Leasehold Improvements performed by or
for the benefit of Tenant; (c) Workers’ Compensation Insurance in amounts required by Law;
(d) Employers Liability Coverage of at least $1,000,000 per occurrence; (e) Automobile
Insurance (Hired and Owned) in a combined single limit of $1,000,000; and (f)
Excess/Umbrella Liability Insurance in the amount of $5,000,000 per occurrence and
$5,000,000 in the aggregate. Any company writing Tenant’s Insurance shall have an A.M. Best
rating of not less than A-VIII. All Commercial General Liability Insurance policies shall
name as additional insureds Landlord (or its successors and assignees), Normandy Real
Estate Partners, LLC, Normandy Real Estate Management, LLC, and all of their affiliates,
members, officers, employees, agents and representatives, managing agents and premises
owners, the holder(s) of any mortgage(s) encumbering the Premises, the managing agent for
the Building (or any successor), and their respective members, principals, beneficiaries,
partners, officers, directors, employees, and agents, and other designees of Landlord and
its successors as the interest of such designees shall appear. All policies of Tenant’s
Insurance shall contain



 









 







endorsements that the insurer(s) shall give Landlord and its designees at least 30 days’
advance written notice of any cancellation, termination, material change or lapse of
insurance. Tenant shall provide Landlord with a certificate of insurance evidencing
Tenant’s Insurance prior to the earlier to occur of the Commencement Date or the date
Tenant is provided with possession of the Premises, and thereafter as necessary to
assure that Landlord always has current certificates evidencing Tenant’s Insurance.



15. Subrogation.




     To the extent legally permissible, Landlord and Tenant hereby waive and shall cause
their respective insurance carriers to waive any and all rights of recovery, claims,
actions or causes of action against the other for any loss or damage with respect to
Tenant’s Property, Leasehold Improvements, the Building, the Premises, or any contents
thereof, including rights, claims, actions and causes of action based on negligence, which
loss or damage is (or would have been, had the insurance required by this Lease been
carried) covered by insurance.



16. Casualty Damage.




     16.01 If all or any portion of the Premises becomes untenantable by fire or other
casualty to the Premises (collectively a “Casualty”), Landlord, with reasonable promptness,
shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a
written estimate of the amount of time required using standard working methods to
Substantially Complete the repair and restoration of the Premises and any Common Areas
necessary to provide access to the Premises (“Completion Estimate”). If the Completion
Estimate indicates that the Premises or any Common Areas necessary to provide access to the
Premises cannot be made tenantable within 270 days from the date the repair is started,
then either party shall have the right to terminate this Lease upon written notice to the
other within 30 days after receipt of the Completion Estimate. Tenant, however, shall not
have the right to terminate this Lease if the Casualty was caused by the negligence or
intentional misconduct of Tenant or any Tenant Related
Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of
the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been
materially damaged and there is less than 2 years of the Term remaining on the date of the
Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment
of the mortgage debt; or (3) a material uninsured loss to the Building occurs. Tenant shall
have the right to terminate this Lease upon notice to Landlord within 90 days after the
date of the Casualty if the Premises have been materially damaged and there is less than 2
years of the Term remaining on the date of Casualty.



     16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject
to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable
control, restore the Premises and Common Areas. Such restoration shall be to substantially
the same condition that existed prior to the Casualty, except for modifications required by
Law or any other modifications to the Common Areas reasonably deemed desirable by Landlord.
Upon notice from Landlord, Tenant shall assign to Landlord (or to any party designated by
Landlord) all property insurance proceeds payable to Tenant under Tenant’s Insurance with
respect to any Leasehold lmprovements performed by or for the benefit of Tenant; provided
if the estimated cost to repair such Leasehold lmprovements exceeds the amount of insurance
proceeds received by Landlord from Tenant’s insurance carrier, either (i) the excess cost
of such repairs shall be paid by Tenant to Landlord prior to Landlord’s commencement of
repairs or (ii) the improvements shall be altered in a mutually acceptable manner in order
to ensure that



 









 







insurance proceeds are sufficient to cover such costs. Within 15 days of demand, Tenant
shall also pay Landlord for any additional excess costs that are determined during the
performance of the repairs. Landlord shall not be liable for any inconvenience to Tenant,
or injury to Tenant’s business resulting in any way from the Casualty or the repair
thereof. Provided that Tenant is not in Default, during any period of time that all or a
material portion of the Premises is rendered untenantable as a result of a Casualty, the
Rent shall abate for the portion of the Premises that is untenantable and not used by
Tenant.



17. Condemnation.




     Either party may terminate this Lease if any material part of the Premises is taken or
condemned for any public or quasi-public use under Law, by eminent domain or private
purchase in lieu thereof (a “Taking”). Landlord shall also have the right to terminate this
Lease if there is a Taking of any portion of the Building or Property which would have a
material adverse effect on Landlord’s ability to profitably operate the remainder of the
Building. The terminating party shall provide written notice of termination to the other
party within 45 days after it first receives notice of the Taking. The termination shall be
effective on the date the physical taking occurs. If this Lease is not terminated, Base
Rent and Tenant’s Pro Rata Share shall be appropriately adjusted to account for any
reduction in the square footage of the Building or Premises. All compensation awarded for a
Taking shall be the property of Landlord. The right to receive compensation or proceeds is
expressly waived by Tenant, however, Tenant may file a separate claim for Tenant’s Property
and Tenant’s reasonable relocation expenses, provided the filing of the claim does not
diminish the amount of Landlord’s award. If only a part of the Premises is subject to a
Taking and this Lease is not terminated, Landlord, with reasonable diligence, will restore
the remaining portion of the Premises as nearly as practicable to the condition immediately
prior to the Taking.



18. Events of Default.




     Each of the following occurrences shall be a “Default”: (a) Tenant’s failure to pay
any portion of Rent when due, if the failure continues for 5 days after written notice to
Tenant (“Monetary Default”); (b) Tenant’s failure (other than a Monetary Default) to
comply with any term, provision, condition or covenant of this Lease, if the failure is not
cured within 30 days after written notice to Tenant provided, however, if Tenant’s failure
to comply cannot reasonably be cured within 30 days, Tenant shall be allowed additional
time as is reasonably necessary (provided that Landlord shall not be subject to a criminal
penalty or to prosecution for a crime or subject to civil liability in connection
therewith) to cure the failure so long as Tenant begins the cure within such 30 days after
such notice to Tenant and diligently pursues the cure to completion; (c) Tenant or any
Guarantor becomes insolvent, makes a transfer in fraud of creditors, makes an assignment
for the benefit of creditors, admits in writing its inability to pay its debts when due or
forfeits or loses its right to conduct business; or (d) the leasehold estate is taken by
process or operation of Law. If Landlord provides Tenant with notice of Tenant’s failure to
comply with any specific provision of this Lease on 3 separate occasions during any 12
month period, Tenant’s subsequent violation of such provision shall, at Landlord’s option,
be an incurable Default by Tenant. All notices sent under this Section shall be in
satisfaction of, and not in addition to, notice required by Law.



19. Remedies.




     19.01 Upon Default, Landlord shall have the right to pursue any one or more of the
following remedies:



 









 





     (a) Terminate this Lease, in which case Tenant shall immediately surrender the
Premises to Landlord. If Tenant fails to surrender the Premises, Landlord, in compliance
with Law, may enter upon and take possession of the Premises and remove Tenant, Tenant’s
Property and any party occupying the Premises. Tenant shall pay Landlord, on demand, all
past due Rent and other losses and damages Landlord suffers as a result of Tenant’s
Default, including, without limitation, all Costs of Reletting (defined below) and any
deficiency that may arise from reletting or the failure to relet the Premises. “Costs of
Reletting” shall include all reasonable costs and expenses incurred by Landlord in
reletting or attempting to relet the Premises, including, without limitation, legal fees,
brokerage commissions, the cost of alterations and the value of other concessions or
allowances granted to a new tenant.



     (b) Terminate Tenant’s right to possession of the Premises and, in compliance with
Law, remove Tenant, Tenant’s Property and any parties occupying the Premises. Landlord
shall use commercially reasonable efforts to relet all or any part of the Premises, without
notice to Tenant, for such period of time and on such terms and conditions (which may
include concessions, free rent and work allowances) as Landlord in its absolute discretion
shall determine, but in no event shall Landlord be required to (i) solicit or entertain
negotiations with any other prospective tenants for the Premises until Landlord obtains
full and complete possession of the Premises including, without limitation, the final and
unappealable legal right to re-let the Premises free of any claim of Tenant, (ii) relet the
Premises before leasing other vacant space in the Building, (iii) lease the Premises for a
rental less than the current fair market rental then prevailing for similar office space in
the Building, or (iv) enter into a lease with any proposed tenant that does not have, in
Landlord’s reasonable opinion, sufficient financial resources or operating experience to
operate the premises in a first-class manner. Landlord may collect and receive all rents
and other income from the reletting. Tenant shall pay Landlord on demand all past due Rent,
all Costs of Reletting and any deficiency arising from the reletting or failure to relet
the Premises. The re-entry or taking of possession of the Premises shall not be construed
as an election by Landlord to terminate this Lease. Landlord shall use reasonable efforts
to relet the Premises on such terms as Landlord in its sole discretion may determine
(including a term different from the Term, rental concessions, and alterations to, and
improvement of, the Premises); however, Landlord shall not be obligated to relet the
Premises before leasing other portions of the Building.
Landlord shall not be liable for, nor shall Tenant’s obligations hereunder be
diminished because of, Landlord’s failure to relet the Premises or to collect rent due for
such reletting.



     19.02 In lieu of calculating damages under Section 19.01, Landlord may elect to
receive as damages the sum of (a) all Rent accrued through the date of termination of this
Lease or Tenant’s right to possession, and (b) an amount equal to the total Rent that
Tenant would have been required to pay for the remainder of the Term discounted to present
value, minus the then present fair rental value of the Premises for the remainder of the
Term, similarly discounted, after deducting all anticipated Costs of Reletting. If Tenant
is in Default of any of its non-monetary obligations under the Lease, Landlord shall have
the right to perform such obligations. Tenant shall reimburse Landlord for the cost of such
performance upon demand together with an administrative charge equal to 10% of the cost of
the work performed by Landlord. The repossession or re-entering of all or any part of the
Premises shall not relieve Tenant of its liabilities and obligations under this Lease. No
right or remedy of Landlord shall be exclusive of any other right or remedy. Each right and
remedy shall be cumulative and in addition to any other right and remedy now or
subsequently available to Landlord at Law or in equity.



 









 





20. Limitation of Liability.




     NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF
LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN
THE PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORD’S INTEREST IN THE PROPERTY FOR THE
RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD OR ANY LANDLORD RELATED PARTY. NEITHER
LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR
DEFICIENCY, AND IN NO EVENT SHALL LANDLORD OR ANY LANDLORD RELATED PARTY BE LIABLE TO
TENANT FOR ANY LOST PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL, INDIRECT
OR CONSEQUENTIAL DAMAGE. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT
SHALL GIVE LANDLORD AND THE MORTGAGEE(S) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES
(DEFINED IN SECTION 23 BELOW), NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.
WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL LANDLORD OR ANY MORTGAGEES OR LANDLORD
RELATED PARTIES EVER BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR ANY LOST
PROFITS OF TENANT. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 22 OF THIS LEASE, TENANT SHALL
NOT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LOST PROFITS OF LANDLORD.



     EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, LANDLORD AND TENANT EXPRESSLY DISCLAIM
ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL
PURPOSE, AND TENANTS OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION
OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT
ABATEMENT, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR
OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.



21. Intentionally Omitted.




22. Holding Over.




     If Tenant fails to surrender all or any part of the Premises at the termination of
this Lease, occupancy of the Premises after termination shall be that of a tenancy at
sufferance. Tenant’s occupancy shall be subject to all the terms and provisions of this
Lease, and Tenant shall pay an amount (on a per month basis without reduction for partial
months during the holdover) equal to 150% of the sum of the Base Rent and Additional Rent
due for the period immediately preceding the holdover for the first 30 days of any such
holdover, and commencing as of the 31st day of such holdover, Tenant shall pay
an amount (on a per-month basis without reduction for partial months during the holdover)
equal to 200% of the sum of the Base Rent and Additional Rent due for the period
immediately preceding the holdover. No holdover by Tenant or payment by Tenant after the
termination of this Lease shall be construed to extend the Term or prevent Landlord from
immediate recovery of possession of the Premises by summary proceedings or otherwise. If
Landlord is unable to deliver possession of the Premises to a new tenant or to perform
improvements for a new tenant as a result of Tenant’s holdover and Tenant fails to vacate
the Premises within 15 days after notice from Landlord, Tenant shall be liable for all
damages that Landlord suffers from the holdover.



 









 





23. Subordination to Mortgages; Estoppel Certificate.




     Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of
trust, ground lease(s) or other lien(s) now or subsequently arising upon the Premises, the
Building or the Property, and to renewals, modifications, refinancings and extensions
thereof (collectively referred to as a “Mortgage”). The party having the benefit of a
Mortgage shall be referred to as a “Mortgagee”. This clause shall be self-operative, but
upon request from a Mortgagee, Tenant shall execute a commercially reasonable subordination
agreement in favor of the Mortgagee. As an alternative, a Mortgagee shall have the right at
any time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge,
shall attorn to any successor to Landlord’s interest in this Lease so long as such
successor party agrees not to disturb Tenant’s rights under the Lease so long as Tenant in
not in Default. Landlord and Tenant shall each, within 10 days after receipt of a written
request from the other, execute and deliver a commercially reasonable estoppel certificate
to those parties as are reasonably requested by the other (including a Mortgagee or
prospective purchaser). Without limitation, such estoppel certificate may include a
certification as to the status of this Lease, the existence of any defaults and the amount
of Rent that is due and payable.



24. Notice.




     All demands, approvals, consents or notices (collectively referred to as a “notice”)
shall be in writing and delivered by hand or sent by registered or certified mail with
return receipt requested or sent by overnight or same day courier service at the party’s
respective Notice Addresses set forth in Section 1. Each notice shall be deemed to have
been received on the earlier to occur of actual delivery or the date on which delivery is
reversed, or, if Tenant has vacated the Premises or any other Notice Address of Tenant
without providing a new Notice Address, 3 days after notice is deposited in the U.S. mail
or with a courier service in the manner described above. Either party may, at any time,
change its Notice Address (other than to a post office box address) by giving the other
party written notice of the new address.



25. Surrender of Premises.




     At the termination of this Lease or Tenant’s right of possession, Tenant shall remove
Tenant’s Property from the Premises, and quit and surrender the Premises to Landlord, broom
clean, and in good order, condition and repair, ordinary wear and tear and damage which
Landlord is obligated to repair hereunder excepted. If Tenant fails to remove any of
Tenant’s Property within 2 days after termination of this Lease or Tenant’s right to
possession, Landlord, at Tenant’s sole cost and expense, shall be entitled (but
not obligated) to remove and store Tenant’s Property. Landlord shall not be
responsible for the value, preservation or safekeeping of Tenant’s Property. Tenant shall
pay Landlord, upon demand, the expenses and storage charges incurred. If Tenant fails to
remove Tenant’s Property from the Premises or storage, within 30 days after notice,
Landlord may deem all or any part of Tenant’s Property to be abandoned and title to
Tenant’s Property shall vest in Landlord.



26. Miscellaneous.




     26.01 This Lease shall be interpreted and enforced in accordance with the Laws of the
state or commonwealth in which the Building is located and Landlord and Tenant hereby
irrevocably consent to the jurisdiction and proper venue of such state or commonwealth. If
any term or provision of this Lease shall to any extent be void or unenforceable, the
remainder of this Lease shall not be affected. If there is more than one Tenant or if
Tenant is comprised of



 









 







more than one party or entity, the obligations imposed upon Tenant
shall be joint and several obligations of all the parties and entities, and requests or
demands from any one person or entity comprising Tenant shall be deemed to have been made
by all such persons or entities. Notices to any one person or entity shall be deemed to
have been given to all persons and entities. Tenant represents and warrants to Landlord
that each individual executing this Lease on behalf of Tenant is authorized to do so on
behalf of Tenant and that Tenant is not, and the entities or individuals constituting
Tenant or which may own or control Tenant or which may be owned or controlled by Tenant are
not, among the individuals or entities identified on any list compiled pursuant to
Executive Order 13224 for the purpose of identifying suspected terrorists.



     26.02 If either party institutes a suit against the other for violation of or to
enforce any covenant, term or condition of this Lease, the prevailing party shall be
entitled to all of its costs and expenses, including, without limitation, reasonable
attorneys’ fees. Landlord and Tenant hereby waive any right to trial by jury in any
proceeding based upon a breach of this Lease. Either party’s failure to declare a default
immediately upon its occurrence, or delay in taking action for a default, shall not
constitute a waiver of the default, nor shall it constitute an estoppel.



     26.03 Whenever a period of time is prescribed for the taking of an action by Landlord
or Tenant (other than the payment of the Security Deposit or Rent), the period of time for
the performance of such action shall be extended by the number of days that the performance
is actually delayed due to strikes, acts of God, shortages of labor or materials, war,
terrorist acts, civil disturbances and other causes beyond the reasonable control of the
performing party (“Force Majeure”).



     26.04 Landlord shall have the right to transfer and assign, in whole or in part, ail
of its rights and obligations under this Lease and in the Building and Property. Upon
transfer Landlord shall be released from any further obligations hereunder and Tenant
agrees to look solely to the successor in interest of Landlord for the performance of such
obligations, provided that, any successor pursuant to a voluntary, third party transfer
(but not as part of an involuntary transfer resulting from a foreclosure or deed in lieu
thereof) shall have assumed Landlord’s obligations under this Lease.



     26.05 Landlord has delivered a copy of this Lease to Tenant for Tenant’s review only
and the delivery of it does not constitute an offer to Tenant or an option. Tenant
represents that it has dealt directly with and only with the Broker as a broker in
connection with this Lease. Tenant shall indemnify and hold Landlord and the Landlord
Related Parties harmless from all claims of any other brokers claiming to have represented
Tenant in connection with this Lease. Landlord shall indemnify and hold Tenant and the
Tenant Related Parties harmless from all claims of any brokers claiming to have represented
Landlord in connection with this Lease.



     26.06 Time is of the essence with respect to Tenant’s exercise of any expansion or
extension rights granted to Tenant. The expiration of the Term, whether by lapse of time,
termination or otherwise, shall not relieve either party of any obligations which accrued
prior to or which may continue to accrue after the expiration or termination of this Lease.



     26.07 Tenant may peacefully have, hold and enjoy the Premises, subject to the terms of
this Lease, provided Tenant pays the Rent and fully performs all of its covenants and
agreements. This covenant shall be binding upon Landlord and its successors only during its
or their respective periods of ownership of the Building.




 











 





     26.08 This Lease does not grant any rights to light or air over or about the Building.
Landlord excepts and reserves exclusively to itself any and all rights not specifically
granted to Tenant under this Lease. This Lease constitutes the entire agreement between the
parties and supersedes all prior agreements and understandings related to the Premises,
including all lease proposals, letters of intent and other documents. Neither party is
relying upon any warranty, statement or representation not contained in this Lease. This
Lease may be modified only by a written agreement signed by an authorized representative of
Landlord and Tenant.



     26.09 Tenant shall not record this Lease or any memorandum or notice without
Landlord’s prior written consent; provided, however, Landlord agrees to consent to the
recordation or registration of a memorandum or notice of this Lease, at Tenant’s cost and
expense (and in a form reasonably satisfactory to Landlord), if the initial term of this
Lease or the initial term plus extension terms granted exceed, in the aggregate, 7 years.
If this Lease is terminated before the Term expires,
upon Landlord’s request the parties shall execute, deliver and record an instrument
acknowledging the above and the date of the termination of this Lease, and Tenant appoints
Landlord its attorney-in-fact in its name and behalf to execute the instrument if Tenant
shall fail to execute and deliver the instrument after Landlord’s request therefor within
10 days.



     26.10 Within 15 days after Landlord’s request, Tenant will furnish Tenant’s most
recent audited financial statements (including any notes to them) to Landlord, or, if no
such audited statements have been prepared, such other financial statements (and notes to
them) as may have been prepared by an independent certified public accountant or, failing
those, Tenant’s internally prepared financial statements. Notwithstanding the foregoing,
Tenant shall have no obligation to provide to Landlord financial statements as provided in
the preceding sentence more often than once per year during the Term. Tenant will discuss
its financial statements with Landlord and will give Landlord access to Tenant’s books and
records in order to enable Landlord to verify the financial statements. Landlord will not
disclose any aspect of Tenant’s financial statements that Tenant designates to Landlord as
confidential except (1) to Landlord’s lenders or prospective purchasers of the Building,
(2) in litigation between Landlord and Tenant, and (3) if required by court order.



     26.11 Whenever Tenant requests Landlord to take any action or give any consent
required or permitted under this Lease, Tenant will reimburse Landlord for Landlord’s
reasonable costs incurred in reviewing the proposed action or consent, including, without
limitation, reasonable attorneys’, engineers’ or architects’ fees, within 30 days after
Landlord’s delivery to Tenant of a statement of such costs. Tenant will be obligated to
make such reimbursement without regard to whether Landlord consents to any such proposed
action.



     26.12 Tenant and its telecommunications companies, including but not limited to local
exchange telecommunications companies and alternative access vendor services companies
shall have no right of access to and within the Building, for the installation and
operation of telecommunications systems including but not limited to voice, video, data,
and any other telecommunications services provided over wire, fiber optic, microwave,
wireless, and any other transmission systems, for part or all of Tenant’s
telecommunications within the Building and from the Building to any other location without
Landlord’s prior written consent, which consent shall not be unreasonably withheld,
conditioned, or delayed.



     26.13 Tenant acknowledges that the terms and conditions of this Lease are to remain
confidential for Landlord’s benefit, and may not be disclosed by Tenant to anyone, by any
manner or means, directly or indirectly, without Landlord’s prior written consent,
which consent



 









 




shall not be unreasonably withheld, conditioned or delayed. The consent by Landlord to any
disclosures shall not be deemed to be a waiver on the part of Landlord of any prohibition against
any future disclosure.




     26.14 The term “Hazardous Materials” means any substance, material, or waste which is
now or hereafter classified or considered to be hazardous, toxic, or dangerous under any
Law relating to pollution or the protection or regulation of human health, natural
resources or the environment, or poses or threatens to pose a hazard to the health or
safety of persons on the Premises or in the Building. Tenant shall not use, generate,
store, or dispose of, or permit the use, generation, storage or disposal of Hazardous
Materials on or about the Premises or the Building except in a manner and quantity
necessary for the ordinary performance of Tenant’s business, and then in compliance with
all Laws. If Tenant breaches its obligations under this Section 26.15, Landlord may
immediately take any and all action reasonably appropriate to remedy the same, including
taking all appropriate action to clean up or remediate any contamination resulting from
Tenant’s use, generation, storage or disposal of Hazardous Materials. Tenant shall defend,
indemnify, and hold harmless Landlord and its representatives and agents from and against
any and all claims, demands, liabilities, causes of action, suits, judgments, damages and
expenses (including attorneys’ fees and cost of clean up and remediation) arising from
Tenant’s failure to comply with the provisions of this Section 26.14. This indemnity
provision shall survive termination or expiration of the Lease.


Landlord represents that, as of the date hereof, Landlord has no actually knowledge of the
existence of any Hazardous Material in the Building. If at any time during the Term hereof any
Hazardous Materials is discovered in the Premises (or in the Building, which affects Tenant’s use
of the Premises), which Hazardous Materials were not brought upon the Premises and/or the Building
by Tenant, any of its subtenant(s) or any of its or their agents, contractors, or employees, then
Landlord shall be responsible to remove and remediate such Hazardous Materials at its sole expense.




27. OFAC Compliance.




     (a) Tenant represents and warrants that (a) Tenant and each person or entity owning an
interest in Tenant is (i) not currently identified on the Specially Designated Nationals
and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of
the Treasury (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any
authorizing statute, executive order or regulation (collectively, the “List”), and (ii) not
a person or entity with whom a citizen of the United States is prohibited to engage in
transactions by any trade embargo, economic sanction, or other prohibition of United States
law, regulation, or Executive Order of the President of the United States, (b) none of the
funds or other assets of Tenant constitute property of, or are beneficially owned, directly
or indirectly, by any Embargoed Person (as hereinafter defined), (c) no Embargoed Person
has any interest of any nature whatsoever in Tenant (whether directly or indirectly), (d)
none of the funds of Tenant have been derived from any unlawful activity with the result
that the investment in Tenant is prohibited by law or that the Lease is in violation of
law, and (e) Tenant has implemented procedures, and will consistently apply those
procedures, to ensure the foregoing representations and warranties remain true and correct
at all times. The term “Embargoed Person” means any person, entity or government subject to
trade restrictions under U.S. law, including but not limited to, the International
Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy
Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated



 









 




thereunder with the result that the investment in
Tenant is prohibited by law or Tenant is in violation of law.




     (b) Tenant covenants and agrees (a) to comply with all requirements of law relating to
money laundering, anti-terrorism, trade embargoes and economic sanctions, now or hereafter
in effect, (b) to immediately notify Landlord in writing if any of the representations,
warranties or covenants set forth in this paragraph or the preceding paragraph are no
longer true or have been breached or if Tenant has a reasonable basis to believe that they
may no longer be true or have been breached, (c) not to use
funds from any “Prohibited
Person” (as such term is defined in the September 24, 2001 Executive Order Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism) to make any payment due to Landlord under the Lease and (d) at the
request of Landlord, to provide such information as may be requested by Landlord to
determine Tenant’s compliance with the terms hereof.



     (c) Tenant hereby acknowledges and agrees that Tenant’s inclusion on the List at any
time during the Lease Term shall be a material default of the Lease. Notwithstanding
anything herein to the contrary, Tenant shall not permit the Premises or any portion
thereof to be used or occupied by any person or entity on the List or by any Embargoed
Person (on a permanent, temporary or transient basis), and any such use or occupancy of the
Premises by any such person or entity shall be a material default of the Lease.


28. Parking Tenant shall have the right to park in the Building parking facilities in common
with other tenants of the Building upon such terms and conditions as are reasonably established by
Landlord at any time during the Term. Tenant agrees not to overburden the parking facilities and
agrees to reasonably cooperate with Landlord and other tenants in use of the parking facilities.
Landlord reserves the right in its sole, but reasonable, discretion to determine whether the
parking facilities are becoming overburdened by any tenant of the Building based on such tenant’s
percentage share of the rentable area of the Building, provided that Tenant’s right to use spaces
shall not be reduced below the amount of spaces set forth below pursuant to this clause. Subject to
the right of Tenant to use parking spaces in the parking areas on the Lot, Landlord shall have the
absolute right (i) to allocate and assign parking spaces among some or all of the tenants of the
Building (and Tenant shall comply with any such parking assignments provided the requirements set
forth below are satisfied), (ii) to reconfigure the parking area, and (iii) modify the existing
ingress to and egress from the parking areas as Landlord shall deem appropriate, as long as access
to such areas is maintained after such modification is completed.




     As of the Execution Date of this Lease, there are 3.4 parking spaces in the parking
areas on the Lot designated for use by the tenants of the Building for every 1,000 square
feet of Rentable Square Footage of the Building, as defined in Section 1.01. The parties
agree that Tenant shall be entitled to use seven (7) parking spaces in the parking areas on
the Lot. Subject to reasonable rules from time to time made by Landlord of which Tenant is
given notice, Tenant shall have the right, in common with all other tenants of the
Building, to use such parking areas, without charge, on a first-come, first-served basis.



 









 





     Landlord and Tenant have executed this Lease as of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	WITNESS/ATTEST:	 	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	NORMANDY WALTHAM HOLDINGS, LLC,

a Delaware limited liability company	 	 
	/s/ William O’Keefe 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name (print):
	 	William O’Keefe 	 	 	 	By:	 	/s/  Raymond P. Trevisan  	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Raymond P. Trevisan	 	 
	 
	 	/s/ Laura Allen 	 	 	 	 	 	Vice President	 	 
	 
	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name (print):
	 	Laura Allen 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	WITNESS/ATTEST:	 	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE MEDICINES COMPANY,

a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	/s/ Kevin J Raslowsky	 	 	 	By:	 	/s/ William O’Connor	 	 
	 	 	 	 	 	 	 	 	 
	Name (print): Kevin J Raslowsky	 	 	 	 	 	Name:	 	WILLIAM O’CONNOR	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	CHIEF ACCOUNTING OFFICER	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	/s/ Martin Johansson	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name (print): Martin Johansson	 	 	 	Tenant’s Tax ID Number (SSN or FEIN)	 	 






 









 






EXHIBIT A




OUTLINE AND LOCATION OF PREMISES









A-1









 








EXHIBIT B




EXPENSES AND TAXES




     This Exhibit is attached to and made a part of the Lease by and between NORMANDY
WALTHAM HOLDINGS, LLC, a Delaware limited liability company (“Landlord”) and THE MEDICINES
COMPANY, a Delaware corporation (“Tenant”) for space in the Building located at 400 Fifth
Avenue, Waltham, Massachusetts 02451.



1.
Payments.




     1.01. Tenant shall pay Tenant’s Pro Rata Share of the amount, if any, by which
Expenses (defined below) for each calendar year during the Term exceed Expenses for the
Base Year (the “Expense Excess”) and also the amount, if any, by which Taxes (defined
below) for each Fiscal Year during the Term exceed Taxes for the Base Year (the “Tax
Excess”). If Expenses or Taxes in any calendar year or Fiscal Year decrease below the
amount of Expenses or Taxes for the Base Year, Tenant’s Pro Rata Share of Expenses or
Taxes, as the case may be, for that calendar year or Fiscal Year shall be $0. Landlord
shall provide Tenant with a good faith estimate of the Expense Excess and of the Tax Excess
for each calendar year or Fiscal Year during the Term. On or before the first day of each
month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Tenant’s
Pro Rata Share of Landlord’s estimate of both the Expense Excess and Tax Excess. After its
receipt of the revised estimate, Tenant’s monthly payments shall be based upon the revised
estimate. If Landlord does not provide Tenant with an estimate of the Expense Excess or the
Tax Excess by January 1 of a calendar year, Tenant shall continue to pay monthly
installments based on the previous year’s estimate(s) until Landlord provides Tenant with
the new estimate.



     1.02. As soon as is practical following the end of each calendar year or Fiscal Year,
as the case may be, Landlord shall furnish Tenant with a statement of the actual Expenses
and Expense Excess and the actual Taxes and Tax Excess for the prior calendar year or
Fiscal Year, as the case may be. If the estimated Expense Excess or estimated Tax Excess
for the prior calendar year or Fiscal Year, as the case may be, is more than the actual
Expense Excess or actual Tax Excess for the prior calendar year or Fiscal Year, as the case
may be, Landlord shall either provide Tenant with a refund or apply any overpayment by
Tenant against Additional Rent due or next becoming due, provided if the Term expires
before the determination of the overpayment, Landlord shall refund any overpayment to
Tenant after first deducting the amount of Rent due. If the estimated Expense Excess or
estimated Tax Excess for the prior calendar year or Fiscal Year, as the case may be, is
less than the actual Expense Excess or actual Tax Excess, for such prior calendar year or
Fiscal year, as the case may be, for such prior year, Tenant shall pay Landlord, within 30
days after its receipt of the statement of Expenses or Taxes, any underpayment for the
prior calendar year.



2. Expenses.




     2.01. “Expenses” means all costs and expenses incurred in each calendar year in
connection with operating, maintaining, repairing, and managing the Building and the
Property. Expenses include, without limitation: (a) all labor and labor related costs for
employees up to the level of building or property manager; (b) management fees not to
exceed four percent (4%) of Building gross revenues; (c) the cost of equipping, staffing
and operating an on-site and/or off-



B-1









 




site management office for the Building, provided if the management office
services one or more other buildings or properties, the shared costs and expenses of
equipping, staffing and operating such management office(s) shall be equitably
prorated and apportioned between the Building and the other buildings or properties;
(d) accounting costs unless incurred in connection with financing or transferring the
Building, in connection with tax returns, tax reporting or accounting at the Landlord
entity level, or in connection with other tenants of the Building in particular (i.e.,
as opposed to operational matters generally); (e) the cost of Building services
available for the benefit of all tenants of the Building; (f) rental and purchase cost
of parts, supplies, tools and equipment; (g) insurance premiums and deductibles,
provided that Tenant shall not be responsible for increases in premiums due to
Landlord’s or other tenants’ misconduct; (h) electricity, gas and other utility costs;
and (i) the amortized cost of capital improvements (as distinguished from replacement
parts or components installed in the ordinary course of business) made subsequent to
the Base Year which are: (1) performed primarily to reduce current or future operating
expense costs, upgrade Building security or otherwise improve the operating efficiency
of the Property; or (2) required to comply with any Laws that are enacted, or first
interpreted to apply to the Property, after the date of this Lease. The cost of
capital improvements shall be amortized by Landlord over the lesser of the Payback
Period (defined below) or the useful life of the capital improvement as reasonably
determined by Landlord. “Payback Period” means the reasonably estimated period of time
that it takes for the cost savings resulting from a capital improvement to equal the
total cost of the capital improvement. Landlord, by itself or through an affiliate,
shall have the right to directly perform, provide and be compensated for any services
under this Lease. If Landlord incurs Expenses for the Building or Property together
with one or more other buildings or properties, whether pursuant to a reciprocal
easement agreement, common area agreement or otherwise, the shared costs and expenses
shall be equitably prorated and apportioned between the Building and Property and the
other buildings or properties.




     2.02 Expenses shall not include: the cost of capital improvements (except as set
forth above); depreciation; principal and interest payments of mortgage and other
non-operating debts of Landlord; ground rents, and financing and refinancing costs;
the cost of repairs or other work to the extent Landlord is reimbursed by insurance or
condemnation proceeds; costs in connection with leasing space in the Building,
including brokerage commissions; lease concessions, rental abatements and construction
allowances granted to specific tenants as well as attorneys’ fees, appraisal fees, or
accountants’ fees to the extent incurred in connection with the negotiation and
preparation of new or renewal leases in the Building or in enforcing Landlord’s right
under the leases; costs incurred in connection with the sale, financing or refinancing
of the Building; fines, interest and penalties incurred due to the late payment of
Taxes or Expenses; organizational expenses associated with the creation and operation
of the entity which constitutes Landlord; or any penalties or damages that Landlord
pays to Tenant under this Lease or to other tenants in the Building under their
respective leases; salaries, fringe benefits and other compensation for personnel
above the grade of building or property manager; advertising and promotional expenses;
other costs and expenses otherwise includable in Expenses to the extent that Landlord
is reimbursed from other sources for such costs or expenses; costs incurred in
performing work or furnishing services to or for individual tenants to the extent such
work or service is in excess of any work or service Landlord at its expense is
obligated to furnish to or for Tenant; the cost of testing, remediation or removal of
Hazardous Materials (as defined in Section 26.14) provided, however, the costs of
testing, remediation or removal of any material or substance may be included in
Expenses with respect to materials or substances which either (a) exist in the
Building or on the land on which the Building is located as of the Commencement Date,
are not then considered, as a matter of law,



B-2









 




to be a Hazardous Material, but which are subsequently determined to be a Hazardous Material
as a matter of law and (b) are subsequently introduced to the Building or land, are not then
considered as a matter of law, to be Hazardous Material, but which are subsequently determined to
be a Hazardous Material as matter of law except to the extent properly included in Expenses; and
except for costs of placing the Common Areas of the Building in compliance with amendments to, or
changes in governmental agency interpretations of or regulations governing the ADA, the cost of
correcting any violations of Title III of the and any other Laws with respect to the Common Areas
of the Building; and Building reserves.




     2.03 If at any time during a calendar year the Building is not at least 95% occupied
or Landlord is not supplying services to at least 95% of the total Rentable Square Footage
of the Building, Expenses shall, at Landlord’s option, be determined as if the Building had
been 95% occupied and Landlord had been supplying services to 95% of the Rentable Square
Footage of the Building. If Expenses for a calendar year are determined as provided in the
prior sentence, Expenses for the Base Year shall also be determined in such manner.
Notwithstanding the foregoing, Landlord may calculate the extrapolation of Expenses under
this Section based on 100% occupancy and service so long as such percentage is used
consistently for each year of the Term. The extrapolation of Expenses under this Section
shall be performed in accordance with the methodology specified by the Building Owners and
Managers Association.


3. Taxes. “Taxes” shall mean: (a) all real property taxes and other assessments on the
Building and/or Property, including, but not limited to, gross receipts taxes, assessments for
special improvement districts and building improvement districts, governmental charges, fees and
assessments for police, fire, traffic mitigation or other governmental service of purported benefit
to the Property, taxes and assessments levied in substitution or supplementation in whole or in
part of any such taxes and assessments and the Property’s share of any real estate taxes and
assessments under any reciprocal easement agreement, common area agreement or similar agreement as
to the Property; (b) all personal property taxes for property that is owned by Landlord and used in
connection with the operation, maintenance and repair of the Property; and (c) all costs and fees
incurred in connection with seeking reductions in any tax liabilities described in (a) and (b),
including, without limitation, any costs incurred by Landlord for compliance, review and appeal of
tax liabilities. Without limitation, Taxes shall not include any income, capital levy, transfer,
capital stock, gift, estate or inheritance tax. If a change in Taxes is obtained for any year of
the Term during which Tenant paid Tenant’s Pro Rata Share of any Tax Excess, then Taxes for that
year will be retroactively adjusted and Landlord shall provide Tenant with a credit, if any, based
on the adjustment. Likewise, if a change is obtained for Taxes for the Base Year, Taxes for the
Base Year shall be restated and the Tax Excess for all subsequent years shall be recomputed. Tenant
shall pay Landlord the amount of Tenant’s Pro Rata Share of any such increase in the Tax Excess
within 30 days after Tenant’s receipt of a statement from Landlord.



4. Audit Rights. Tenant, within 90 days after receiving Landlord’s statement of Expenses,
may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records
of the Expenses for the calendar year to which the statement applies. Within a reasonable time
after receipt of the Review Notice, Landlord shall make all pertinent records available for
inspection that are reasonably necessary for Tenant to conduct its review. If any records are
maintained at a location other than the management office for the Building, Tenant may either
inspect the records at such other location or pay for the reasonable cost of copying and shipping
the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA
firm licensed to do business in the state or commonwealth where the


B-3









 






 Property is located. Tenant shall be solely responsible for all costs, expenses and fees
incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall
have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail
any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord
an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice
within the 90 day period described above, Tenant shall be deemed to have approved Landlord’s
statement of Expenses and shall be barred from raising any claims regarding the Expenses for that
year. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be
permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has
paid and continues to pay all Rent when due.




B-4









 








EXHIBIT C




WORK LETTER 




     This Exhibit is attached to and made a part of the Lease by and between NORMANDY
WALTHAM HOLDINGS, LLC, a Delaware limited liability company
(“Landlord”) and THE MEDICINES
COMPANY, a Delaware corporation (“Tenant”) for space in the Building located at 400 Fifth
Avenue, Waltham, Massachusetts 02451.



     As used in this Workletter, the “Premises” shall be deemed to mean the Premises, as
initially defined in the attached Lease.



     Landlord, at its sole cost and expense, shall perform improvements to the Premises in
accordance with the following work list (the “Worklist”) using Building standard methods,
materials and finishes. The improvements to be performed in accordance with the Worklist
are hereinafter referred to as the “Landlord Work”. 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.



     WORK LIST



     1) Paint the Premises using Building standard paint in a color to be chosen by Tenant.



     2) Steam-clean the existing carpet in the Premises.



     3) Install a kitchen sink in a mutually acceptable location within the counter space
in the tile floor room.



     All other work and upgrades, subject to Landlord’s approval, which approval shall not
be unreasonably withheld, conditioned or delayed, shall be at Tenant’s sole cost and
expense, plus any applicable state sales or use tax thereon, payable upon demand as
Additional Rent. Tenant shall be responsible for any Tenant Delay in completion of the
Premises resulting from any such other work and upgrades requested or performed by Tenant.



     Landlord’s supervision or performance of any work for or on behalf of Tenant shall not
be deemed to be a representation by Landlord that such work complies with applicable
insurance requirements, building codes, ordinances, laws or regulations or that the
improvements constructed will be adequate for Tenant’s use.



     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.



C-1









 





EXHIBIT D




COMMENCEMENT LETTER




(EXAMPLE)




	 	 	 	 	 
	Date

	 	 

	 	 
	 
	 	 	 	 
	Tenant
	 	 	 	 
	 

	 	 	 	 
	Address
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





     Re: Commencement Letter with respect to that certain Lease dated as of the _________
day of _________, ______, by and between NORMANDY WALTHAM HOLDINGS, LLC, a Delaware
limited liability company (“Landlord”) and THE MEDICINES COMPANY, a Delaware corporation
(“Tenant”) for space in the Building located at 400 Fifth Avenue, Waltham, Massachusetts
02451.



     __________________, a _____________________, as Landlord, and _______________,
as Tenant, for _______________ rentable square feet on the _______________ floor of the Building located at
_______________, Massachusetts, ____________.



     Dear _______________:



     In accordance with the terms and conditions of the above referenced Lease, Tenant
accepts possession of the Premises and agrees:



     1. The Commencement Date of the Lease is                                         ;



     2. The Termination Date of the Lease is                                         .



     Please acknowledge your acceptance of possession and agreement to the terms set forth
above by signing all 3 counterparts of this Commencement Letter in the space provided and
returning 2 fully executed counterparts to my attention.



Sincerely,




 


Authorized Signatory




Agreed and Accepted:




     Tenant:                                         



D-1









 





	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 	Date:  	 	 	 



D-2









 






	 	 	 	 	 



EXHIBIT E




BUILDING RULES AND REGULATIONS 





     The following rules and regulations shall apply, where applicable, to the Premises,
the Building, the parking facilities (if any), the Property and the appurtenances. In the
event of a conflict between the following rules and regulations and the remainder of the
terms of the Lease, the remainder of the terms of the Lease shall control. Capitalized
terms have the same meaning as defined in the Lease.




	1.	 	Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be
obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to and from
the Premises. No rubbish, litter, trash, or material shall be placed, emptied, or thrown in those
areas. At no time shall Tenant permit Tenant’s employees to loiter in Common Areas or elsewhere
about the Building or Property.
	 
	2.	 	Plumbing fixtures and appliances shall be used only for the purposes for which designed and no
sweepings, rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or
appliances. Damage resulting to fixtures or appliances by Tenant, its agents, employees or invitees
shall be paid for by Tenant and Landlord shall not be responsible for the damage.






	3. 	 	No signs, advertisements or notices shall be painted or affixed to windows, doors or other
parts of the Building, except those of such color, size, style and in such places as are first
approved in writing by Landlord, which approval shall not be unreasonably withheld,
conditioned or delayed. All tenant identification and suite numbers at the entrance to the
Premises shall be installed by Landlord, at Tenant’s reasonable cost and expense, using the
standard graphics for the Building. Except in connection with the hanging of lightweight
pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of
the Premises or Building except by the Building maintenance personnel without Landlord’s prior
approval, which approval shall not be unreasonably withheld, conditioned or delayed.






	4.	 	Landlord may provide and maintain in the first floor (main lobby) of the Building an
alphabetical directory board or other directory device listing tenants and no other directory
shall be permitted unless previously consented to by Landlord in writing.






	5. 	 	Tenant shall not place any lock(s) on any door in the Premises or Building without Landlord’s
prior written consent, which consent shall not be unreasonably withheld, and Landlord shall
have the right at all times to retain and use keys or other access codes or devices to all
locks within and into the Premises. A reasonable number of keys to the locks on the entry
doors in the Premises shall be furnished by Landlord to Tenant at Tenant’s cost and Tenant
shall not make any duplicate keys. All keys shall be returned to Landlord at the expiration or
early termination of the Lease.






	6.	 	All contractors, contractor’s representatives and installation technicians performing work in
the Building shall be subject to Landlord’s prior approval, which approval shall not be
unreasonably withheld, and shall be required to comply with Landlord’s standard rules, regulations,
policies and procedures, which may be revised from time to time. Landlord has no obligation to
allow any particular telecommunication service provider to have




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	 	 	access to the Buildings or to the Premises. If Landlord permits access, Landlord may condition the
access upon the payment to Landlord by the service provider of fees assessed by Landlord in
Landlord’s sole discretion.
	 
	7.	 	Movement in or out of the Building of furniture or office equipment, or dispatch or
receipt by Tenant of merchandise or materials requiring the use of elevators, stairways, lobby
areas or loading dock areas, shall be restricted to hours reasonably designated by Landlord.
Tenant shall obtain Landlord’s prior approval by providing a detailed listing of the activity,
which approval shall not be unreasonably withheld, conditioned, or delayed. If approved by
Landlord, the activity shall be under the supervision of Landlord and performed in the manner
reasonably required by Landlord. Tenant shall assume all risk for damage to articles moved and
injury to any persons resulting from the activity. If equipment, property, or personnel of
Landlord or of any other party is damaged or injured as a result of or in connection with the
activity, Tenant shall be solely liable for any resulting damage, loss or injury.
	 
	8.	 	Landlord shall have the right to approve the weight, size, or location of heavy equipment
or articles in and about the Premises, which approval shall not be unreasonably withheld. Damage
to the Building by the installation, maintenance, operation, existence or removal of Tenant’s
Property shall be repaired at Tenant’s sole expense.
	 
	9.	 	Corridor doors, when not in use, shall be kept closed.
	 
	10.	 	Tenant shall not: (1) make or permit any improper, objectionable or unpleasant noises or odors
in the Building, or otherwise interfere in any way with other tenants or persons having business
with them; (2) solicit business or distribute or cause to be distributed, in any portion of the
Building, handbills, promotional materials or other advertising; or (3) conduct or permit other
activities in the Building that might, in Landlord’s sole opinion, constitute a nuisance.
	 
	11. 	 	No animals, except those assisting handicapped persons, shall be brought into the Building or
kept in or about the Premises.
	 
	12.	 	No inflammable, explosive or dangerous fluids or substances shall be used or kept by
Tenant in the Premises, Building or about the Property, except for those substances as are
typically found in similar premises used for general office purposes and are being used by Tenant
in a safe manner and in accordance with all applicable Laws. Tenant shall not, without Landlord’s
prior written consent, use, store, install, spill, remove, release or dispose of, within or about
the Premises or any other portion of the Property, any asbestos-containing materials or any solid,
liquid or gaseous material now or subsequently considered toxic or hazardous under the provisions
of 42 U.S.C. Section 9601 et seq., M.G.L. c. 21C, M.G.L. c. 21E or any other applicable
environmental Law which may now or later be in effect. Tenant shall comply with all Laws
pertaining to and governing the use of these materials by Tenant and shall remain solely liable
for the costs of abatement and removal.
	 
	13.	 	Tenant shall not use or occupy the Premises in any manner or for any purpose which might
injure the reputation or impair the present or future value of the Premises or the Building.
Tenant shall not use, or permit any part of the Premises to be used for lodging, sleeping or for
any illegal purpose.




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	14.	 	Tenant shall not take any action which would violate Landlord’s labor contracts or which
would cause a work stoppage, picketing, labor disruption or dispute or interfere with
Landlord’s or any other tenant’s or occupant’s business or with the rights and privileges of
any person lawfully in the Building (“Labor Disruption”). Tenant shall take the actions
necessary to resolve the Labor Disruption, and shall have pickets removed and, at the request
of Landlord, immediately terminate any work in the Premises that gave rise to the Labor
Disruption, until Landlord gives its written consent for the work to resume. Tenant shall have
no claim for damages against Landlord or any of the Landlord Related Parties nor shall the
Commencement Date of the Term be extended as a result of the above actions.






	15.	 	Tenant shall not install, operate or maintain in the Premises or in any other area of the
Building, electrical equipment that would overload the electrical system beyond its capacity
for proper, efficient and safe operation as determined solely by Landlord. Tenant shall not
furnish cooling or heating to the Premises, including, without limitation, the use of
electronic or gas heating devices, without Landlord’s prior written consent. Tenant shall not
use more than its proportionate share of telephone lines and other telecommunication
facilities available to service the Building.






	16.	 	Tenant shall not operate or permit to be operated a coin or token operated vending machine or
similar device (including, without limitation, telephones, lockers, toilets, scales, amusement
devices and machines for sale of beverages, foods, candy, cigarettes and other goods), except
for machines for the exclusive use of Tenant’s employees and invitees.






	17.	 	Bicycles and other vehicles are not permitted inside the Building or on the walkways outside
the Building, except in areas designated by Landlord.






	18.	 	Landlord may from time to time adopt reasonable systems and procedures for the security and
safety of the Building, its occupants, entry, use and contents. Tenant, its agents, employees,
contractors, guests and invitees shall comply with Landlord’s reasonable systems and
procedures.






	19.	 	Landlord shall have the right to prohibit the use of the name of the Building or any other
publicity by Tenant that in Landlord’s sole opinion may impair the reputation of the Building
or its desirability. Upon written notice from Landlord, Tenant shall refrain from and
discontinue such publicity immediately.
	 
	20.	 	Neither Tenant nor its agents, employees, contractors, guests or invitees shall smoke or permit
smoking in the Common Areas, unless a portion of the Common Areas have been declared a designated
smoking area by Landlord, nor shall the above parties allow smoke from the Premises to emanate into
the Common Areas or any other part of the Building. Landlord shall have the right to designate the
Building (including the Premises) as a non-smoking building.
	 
	21.	 	Landlord shall have the right to designate and approve standard window coverings for the
Premises and to establish rules to assure that the Building presents a uniform exterior appearance.
Tenant shall ensure, to the extent reasonably practicable, that window coverings are closed on
windows in the Premises while they are exposed to the direct rays of the sun.




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	22.	 	Deliveries to and from the Premises shall be made only at the times in the areas and through
the entrances and exits reasonably designated by Landlord. Tenant shall not make deliveries to
or from the Premises in a manner that might Interfere with the use by any other tenant of its
premises or of the Common Areas, any pedestrian use, or any use which is inconsistent with
good business practice.
	 
	23.	 	The work of cleaning personnel shall not be hindered by Tenant after 5:30 P.M., and cleaning
work may be done at any time when the offices are vacant. Windows, doors and fixtures may be
cleaned at any time. Tenant shall provide adequate waste and rubbish receptacles to prevent
unreasonable hardship to the cleaning service.






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