Exhibit 10.57


    EXHIBIT
      10.57

    


    EIGHTH
      AMENDMENT TO LEASE

    


    


    This
      Eighth Amendment to Lease (“Eighth Amendment”) is dated as of this 30th day of
      October, 2006, by and between Forest City Cambridge, Inc. (the “Landlord”) an
      Ohio corporation and ARIAD Corporation, a Delaware corporation and the current
      tenant under the Lease referred to hereinafter (“Tenant”).

    


    PRELIMINARY
      STATEMENT

    


    WHEREAS,
      by Lease dated January 8, 1992 (“Lease”), Ariad Pharmaceuticals Inc. (“AP”)
      leased certain space from Landlord in the building known as The Jackson
      Building, having a street address of 26 Landsdowne Street, Cambridge,
      Massachusetts (“Premises”);

    


    WHEREAS,
      AP assigned and Tenant assumed the Lease by Assignment and Assumption of Lease
      dated October 19, 1992, and recorded with the Middlesex County Southern District
      Registry of Deeds in Book 22527, Page 581, and filed with the Middlesex County
      Southern Registry District of the Land Court as Document 888025 noted on
      Certificate of Title No. 157415;

    


    WHEREAS,
      the Lease was amended by the First Amendment to Lease dated May 12, 1994, the
      Settlement Agreement and Second Amendment to Lease dated May, 12, 1994, the
      Third Amendment to Lease dated June 1, 1994, a letter agreement dated December
      16, 1996, a letter agreement dated November 5, 1997, a letter agreement dated
      July 31, 1998, a letter agreement dated November 30, 1998, the Sixth Amendment
      to Lease dated December 31, 1999, the Seventh Amendment to Lease dated March,
      2001 and the Notice of Extension of Lease dated October 2, 2001 (collectively,
      the “Lease”), for certain premises (the “Premises”) as more particularly
      described in the Lease;

    


    WHEREAS,
      pursuant to Section 2.6 of the Lease, Tenant has exercised Tenant’s second
      option to extend the Term of the Lease; and

    


    WHEREAS,
      Landlord and Tenant desire to document the terms and conditions associated
      with
      the exercise of the second extension option and have agreed to further amend
      the
      Lease as provided herein.

    


    NOW,
      THEREFORE, in consideration of the foregoing, and for other good and valuable
      consideration, each to the other paid, the receipt and sufficiency of which
      are
      hereby mutually acknowledged, Landlord and Tenant hereby agree as
      follows:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	1.
                  	
              The
                Term of the Lease shall be extended until July 31,
                2012.

            


    

    


    
      	2.   
               	
              Section
                2.2 of the Lease shall be amended by adding the words “(the “Common
                Areas”)” after the words “University Park” in line 44
                thereof.

            


    

    


    
      	3.   
               	
              Effective
                as of May 1, 2007, Section 2.6 of the Lease shall be deleted in its
                entirety and replaced with the
                following:

            


    

    


    “Provided
      that there has been no Event of Default which is uncured and continuing on
      the
      part of the Tenant beyond any applicable notice and cure periods, and the Tenant
      is, as of the date of exercise and as of the commencement date of the Extension
      Term (as hereinafter defined), actually occupying at least fifty-one percent
      (51%) of the Premises for its business purposes, the Tenant shall have the
      right
      to extend the Term hereof for two (2) additional periods of five (5) years
      each
      (any such period an “Extension Term”) on the following terms and
      conditions:

    


    (a)  Such
      right
      to extend the Term shall be exercised by the giving of written notice by Tenant
      to Landlord at least nine (9) months prior to the expiration of the Term or
      the
      first Extension Term, as applicable (the “Extension Notice Deadline Date”). Upon
      the giving of such notice on or before the Extension Notice Deadline Date,
      this
      Lease and the Term hereof shall be extended for an additional term, as specified
      above, without the necessity for the execution of any additional documents
      except a document memorializing the Annual Fixed Rent for the Extension Term
      to
      be determined as set forth below. Time shall be of the essence with respect
      to
      the Tenant’s giving notice to extend the Term on or before the Extension Notice
      Deadline Date.

     

    (b)  The
      Extension Term shall be upon all the terms, conditions and provisions of this
      Lease, except the Annual Fixed Rent payable during the first Extension Term
      shall be at the rate of ninety-seven and one half percent (97.5%) of the then
      Extension Fair Rental Value of the Premises, and the Annual Fixed Rent payable
      during the second Extension Term shall be at the rate of one hundred percent
      (100%) of the then Extension Fair Rental Value of the Premises, to be determined
      under Section 2.6(d) or Section 2.6(e) below. For purposes of this Section
      2.6,
      the “Extension Fair Rental Value” of the Premises shall mean the then current
      fair market annual rent for leases of other comparable research and development
      space in Cambridge, Massachusetts, in buildings of comparable size, quality,
      age
      and location, and shall take into consideration the value of all market
      concessions then being offered by landlords of such comparable space, similarly
      improved, taking into account the condition to which such premises have been
      improved (but excluding any capital improvements to the Premises that enhance
      the net value thereof, made by or at the expense of the Tenant.

     

    
      
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    (c)  If
      the
      Tenant makes a written request to the Landlord for a proposal for the Extension
      Fair Rental Value for the first Extension Term (“Tenant’s Extension Rental
      Request”) on or before the day that is one (1) month prior to the Extension
      Notice Deadline Date, then the Landlord shall make such a written proposal
      (“Landlord’s Rental Proposal”) to the Tenant within fifteen (15) days after
      receipt of Tenant’s Extension Rental Request, but in no event shall the Landlord
      be required to deliver such a proposal sooner than twelve (12) months prior
      to
      the scheduled commencement of the Extension Term. Following delivery by the
      Landlord of Landlord’s Rental Proposal to the Tenant, the parties will endeavor
      in good faith to reach agreement with respect to the establishment of the
      Extension Fair Rental Value.

     

    (d)  Unless
      the
      parties have already mutually agreed upon such Extension Fair Rental Value,
      on
      or before the day that is ten (10) days prior to the Extension Notice Deadline
      Date, Tenant shall deliver to Landlord its final rental proposal (“Tenant’s
      Rental Proposal”). Each of such Landlord's Rental Proposal and such Tenant's
      Rental Proposal (the "Final Rental Proposals") shall be binding on the Landlord
      and the Tenant, respectively, for the purpose of conducting the resolution
      procedure described in clause (e) below. In no event shall Tenant's Final Rental
      Proposal propose an annual fixed rent lower than the Annual Fixed Rent in effect
      at that time. Failure by the Landlord or the Tenant to timely deliver the
      Landlord's Rental Proposal or Tenant's Rental Proposal, as the case may be,
      shall result in the other party's proposal being deemed the Extension Fair
      Rental Value.

     

    (e)  If
      the
      Tenant exercises its election to extend the Term under clause (a) above, without
      the Extension Fair Rental Value of the Premises having been established by
      mutual agreement of the parties as contemplated under clauses (c) and (d) above,
      then within thirty (30) days after the Tenant's exercise of its election to
      extend the Term, Landlord and Tenant shall either (i) mutually agree upon the
      identity of a real estate professional ("Arbiter") with at least ten (10) years
      continuous experience in the business of brokering similar commercial real
      estate in the Cambridge, Massachusetts area who has agreed to serve as
      hereinafter provided (the "Deciding Arbiter"), or (ii) each appoint an Arbiter
      who shall, within thirty (30) days of selection, select a third Arbiter to
      serve
      as the Deciding Arbiter. The Deciding Arbiter shall select either the Landlord's
      Rental Proposal or the Tenant's Rental Proposal as the proposal most accurately
      stating the Extension Fair Rental Value of the Premises. If the two Arbiters
      respectively selected by the parties (the "Party Selected Arbiters") cannot
      agree upon the selection of a Deciding Arbiter, then such two Party Selected
      Arbiters shall seek the selection of the Deciding Arbiter by the Massachusetts
      regional office of the Commercial Brokers Association. The Deciding Arbiter
      shall give notice of his or her selection to the Landlord and the Tenant within
      thirty (30) days following the Deciding Arbiter’s appointment, and its selection
      of either Landlord's Rental Proposal or Tenant's Rental Proposal which selection
      shall be final and binding upon the Landlord and the Tenant. Each party shall
      pay the fees and expenses of its Party Selected Arbiter and one-half of the
      fees
      and expenses of the Deciding Arbiter. In the event that the commencement of
      the
      Extension Term occurs prior to a final determination of the Extension Fair
      Rental Value therefor (the "Extension Rent Determination Date"), then the Tenant
      shall pay the Annual Fixed Rent in effect at the time. If the Annual Fixed
      Rent
      for the Extension Term is determined to be greater than the Annual Fixed Rent
      paid with respect to the Premises prior to the Extension Rent Determination
      Date, then Tenant shall pay to Landlord the amount of such underpayment within
      thirty (30) days after the Expansion Rent Determination Date.”

     

    
      
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      	4.   
               	
              Effective
                as of May 1, 2007, the Lease shall be amended to reflect the Annual
                Fixed
                Rent as follows:

            


    

     

    
      	 	Annual
              Fixed Rent:	From
              May 1, 2007 - July 31, 2012:
	 	 	 
	 	 	$21.00
              per rsf per annum on 98,879 rsf, and
	 	 	$14.46
              per rsf per annum on 1,482 rsf (the “Mechanical
              Space”)


    

     

    
      	5.   
               	
              Landlord
                and Tenant hereby confirm that the Mechanical Space shall be comprised
                of
                (1) the space known as the “Penthouse” containing 1,398 rsf, (2) Suite
                300A containing 42 rsf, and (3) Suite 400A containing 42 rsf. The
                Mechanical Space shall not be subject to the payment of Operating
                Expenses
                pursuant to Section 3.3 of the Lease or the payment of Real Estate
                Taxes
                pursuant to Section 3.2 of the Lease.


            


    

    


    
      	6.   
               	
              Effective
                as of the date hereof, Section 3.3(b) of the Lease shall be amended
                as
                follows: 

            


    

    


    
      	a)  
                	
              Delete
                the words “including the parking facilities located thereon” commencing in
                the fifteenth (15th)
                line thereof;

            


    

    


    
      	b)  
                	
              Delete
                the word “Property” in the seventeenth (17th)
                line thereof and replace it with the word “General”; but only to the
                extent that General Manager is actively engaged in the day to day
                property
                management operations of the
                Property.

            


    

    


    
      
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      	c)  
                	
              Delete
                the phrase starting with “charges based on the ratio...” through and
                including the words “...and open space within University Park;” and replace
                it with the following text: “charges equitably and reasonably allocated to
                the Building for the operating, cleaning, maintaining, securing and
                repairing of the Common Areas excluding the initial capital improvement
                costs associated with initially establishing the Common Areas;
                

            


    

    


    
      	d)  
                	
              Delete
                the word “Property” in the forty-second (42nd)
                line on page 20 and replace it with the word “General”; but only to the
                extent that General Manager is actively engaged in the day to day
                property
                management operations of the
                Property.

            


    

    


    
      	7.  
                	
              Landlord
                and Tenant agree that execution of this Eighth Amendment will reflect
                a
                settlement of all outstanding disputes identified during Tenant’s audit of
                the FY 2003 Operating Expenses, provided, however, that such settlement
                shall not impact Tenant’s right to audit lease years subsequent to FY 2003
                as provided in the Lease, but in no event shall Tenant have the right
                to
                dispute expenses based on the methodology for the allocation of Common
                Area expenses with respect to parking facilities as set forth in
                this
                Amendment or the inclusion of salary expenses for the General Manager
                of
                the Park both of which issues have been settled as a part of this
                Eighth
                Amendment.

            


    

    


    
      	8.   
               	
              Landlord
                hereby agrees to perform certain modifications to the Premises in
                accordance with Exhibit A attached hereto (the “Modifications”). The
                Modifications shall be commenced by Landlord on or before May 1,
                2007 and
                Landlord shall diligently pursue the completion of such modification
                on or
                before October 15, 2007. In the event that Landlord has not completed
                the
                Modifications on or before October 15, 2007, the provisions of Section
                9.7
                of the Lease shall apply. None of such Modifications shall be included
                within Operating Expenses or charged to Tenant under the Lease, as
                amended
                hereby. Further, should Landlord be required to make any emergency
                repairs
                or replacements prior to undertaking the Modifications listed on
                Exhibit
                A, no portion of the cost of such repairs or replacement shall be
                charged
                to Tenant and such costs shall be excluded from Operating Expenses
                under
                the Lease, as amended hereby.

            


    

     

    
      	9.   
               	
              Tenant
                shall have the right to maintain its existing equipment in place
                on the
                roof of the Building or to replace such equipment within the same
                roof
                area, subject to Landlord’s approval, which shall not be unreasonably
                withheld.

            


    

    


    
      	10.  
               	
              As
                of the date hereof and through July 31, 2012, Landlord hereby agrees
                to
                provide Tenant written notice of the availability of other office
                space as
                it becomes available within University Park.


            


    

    


    
      
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      	11. 
                	
              Effective
                as of May 1, 2012, Section 6.8 of the Lease shall be amended by deleting
                the text starting in the 27th
                line of the third full paragraph commencing with the words “If this Lease
                is assigned, or if the Premises or any part thereof is sublet,...” and
                continuing through to the end of that paragraph including all of
                subparagraphs (x) and (y), and replacing that text with the following
                paragraph:

            


    

    


    “The
      Tenant shall pay to the Landlord fifty percent (50%) of any amounts the Tenant
      receives from any occupant, subtenant, assignee or other transferee other than
      a
      parent, subsidiary or affiliate of Tenant, as rent, additional rent or other
      forms of compensation or reimbursement (if any) in excess of the aggregate
      amount of (i) the proportionate monthly share of Annual Fixed Rent, Additional
      Rent and all other monies due to Landlord pursuant to this Lease (allocable
      in
      the case of a sublease to that portion of the Premises being subleased), (ii)
      brokerage commissions and fees for legal services associated with the
      transaction, (iii) any expenses incurred by the Tenant in connection with
      preparing the Premises or applicable portion thereof for occupancy by such
      subtenant, assignee or other transferee, and (iv) any monetary concessions
      paid
      to the subtenant, assignee or the other transferee such as, but not limited
      to,
      reimbursement of moving expenses (collectively “Sublease Transaction Expenses”).
      In the circumstances where the transferee pays the consideration due to the
      Tenant on account of such transfer over time (e.g. monthly rental payments
      under
      a sublease), Sublease Transaction Expenses shall be amortized on a straight-line
      basis over the term of the transfer in question, together with interest at
      a
      rate that is reasonably satisfactory to Landlord.”

    


    
      	12. 
                	
              Landlord
                hereby confirms that all Common Building Areas are in compliance
                with the
                American with Disabilities Act.

            


    

    


    
      	13. 
                	
              Landlord
                and Tenant each represent and warrant to the other that it has had
                no
                dealings with any broker other than Trammell Crow Company in connection
                with this Amendment and shall indemnify and hold harmless the other
                from
                claims for any brokerage commission in connection with this Eighth
                Amendment other than Trammell Crow Company. Landlord agrees to pay
                the
                commission due to Trammell Crow Company earned in connection with
                this
                Eighth Amendment pursuant to the terms of a separate agreement between
                Landlord and Trammell Crow Company.

            


    

     

    
      	14. 
                	
              All
                other terms and provisions of the Lease shall remain unchanged and
                the
                Lease as heretofore and hereby amended is hereby ratified and
                confirmed.

            


    

    


    
      
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      	15. 
                	
              This
                Eighth Amendment will be governed by and construed in accordance
                with the
                laws of the Commonwealth of
                Massachusetts.

            


    

    


    
      	16. 
                	
              This
                Eighth Amendment shall be subject to the prior written consent of
                the
                Ground Lessor, The Massachusetts Institute of Technology, and Landlord
                will use good faith best efforts to obtain such consent on terms
                acceptable to Tenant. 

            


    

    


    
      	17. 
                	
              Each
                of Landlord and Tenant, for itself, warrants and represents that
                this
                Eighth Amendment is its duly adopted, approved and authorized act
                and that
                the person signing this Eighth Amendment has full authority to bind,
                and
                to execute this Eighth Amendment on behalf of, the party he or she
                represents.

            


    

    


    IN
      WITNESS
      WHEREOF, Landlord and Tenant have caused this Eighth Amendment to be duly
      executed under seal by persons hereunto duly authorized, and multiple copies,
      each to be considered an original hereof, as of the date first set forth
      above.

     

    
      	 	LANDLORD:
	 	 
	 	FOREST
              CITY CAMBRIDGE, INC.
	 	 
	 	 
	 	By:
              /s/ Michael Farley
	 	 
	 	Name:
              Michael Farley
	 	 
	 	Title:
              Vice President
	 	 
	 	 
	 	TENANT:
	 	 
	 	ARIAD
              CORPORATION
	 	 
	 	 
	 	By:
              /s/ Edward M. Fitzgerald
	 	 
	 	Name:
              Edward M. Fitzgerald
	 	 
	 	Title:
              Vice President and CFO


    

    
 

    
      
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    EXHIBIT
      A

    


    Base
      Building Modifications

    


    


     

    
      
        	1.   
                 	
                Fire
                  Protection/ Fire Alarm

              


      

      
        	·               	
                Review
                  and install upgrades to the fire alarm
                  system.

              


      

       

    

    
      	2.   
               	
              Life
                Safety Generator Fuel Pump

            


    

    
      	·               	
              Install
                a stand by pump and alternating controls that will enable the system
                to
                operate in the event of a failure of the primary
                pump.

            


    

     

    
      	3.   
               	
              
                Three
                  Make Up Air Units

              

            


      
        	·               	
                Replace
                  the three make up air units

              


      

    

     

    
      	4.   
               	
              Electrical

            


    

    
      	·               	
              Replace
                the electric boiler for the heat pump condenser water
                system.

            


    

     

    
      	5.   
               	
              
                Life
                  System Generator

              

            


      
        	·               	
                Replace
                  or rebuild the enclosure to conform to the original specifications.

              


      

       

    

    
      	6.   
               	
              Roof

            


    

    
      	·               	
              Replace
                the southeast portion of the roof immediately and the remaining area
                within two years.

            


    

     

    
8