Exhibit
10.5


 


 


 


 


FIRST
AMENDMENT TO LEASE


 


FC
40 LANDSDOWNE, INC.


To


MILLENNIUM
PHARMACEUTICALS, INC.


 


40
Landsdowne Street


Cambridge,
MA


 


This First Amendment to Lease is entered into
as of the 5th day of November, 2001 between FC 40 LANDSDOWNE, INC. (“Landlord”)
and MILLENNIUM PHARMACEUTICALS, INC. (“Tenant”).


 


Reference is made to that certain lease (the “Lease”)
dated August 4, 2000 between Landlord and Tenant with respect to the land and
improvements thereon known as 40 Landsdowne Street, Cambridge, Massachusetts,
more particularly described on Exhibit B to the Lease. All capitalized terms
used herein and not otherwise defined shall have the definitions set forth in
the Lease.


 


WHEREAS, attached to the Lease as Schedule
C-4 is the Project Schedule.


 


WHEREAS, the Lease provides that Tenant has
the right, by written notice to Landlord, to advance the dates set forth in the
Project Schedule, and Tenant has in fact exercised such right.


 


WHEREAS, in Exhibit A to the Lease, the term “Annual
Fixed Rent for the Initial Term” is established as a sum of dollars per
rentable square foot, which could potentially have been adjusted in accordance
with Exhibit A-1 to the Lease, but it is now possible to establish that such
adjustment will not be appropriate.


 


WHEREAS, in Exhibit A to the Lease, a formula
for determining “Landlord’s TI Allowance,” “Landlord’s Base Systems Allowance,”
and “MEP Design Allowance” is set forth, and it is provided that the same may
be adjusted by formula set forth in Exhibit A-1 to the Lease, but it is now
possible to establish these amounts with finality (subject only to the caveat
set forth below in connection with the “Landlord’s TI Allowance”).


 


WHEREAS, the Lease provides for a “TI
Security Deposit” and “Tenant Work L/C”, as defined by formula on Exhibit A to
the Lease, and it is now possible to establish these amounts with finality.


 


WHEREAS, the Building has been granted the
benefit of that certain easement for building and overhang (the “Building and
Overhang Easement”), dated on or about the date hereof, given by MIT to
Landlord, and recorded with the local land records contemporaneously with the
recordation of the Notice of Lease pertaining to this Lease, as amended hereby,
and Tenant has been requested to make certain acknowledgements and covenants
with respect thereto.


 


 

















 


WHEREAS, Landlord and Tenant have agreed to
confirm, clarify and/or modify certain provisions of the Lease.


 


NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant agrees to modify the Lease as follows:


 


1.                                       Pursuant to
Section 2.1 of the Lease, the parties have finally determined, and hereby
confirm, that the rentable square feet of floor area of the Premises as 214,638
square feet.


 


2.                                       Exhibit A to
the Lease is hereby modified so that the applicable Basic Lease Terms set forth
therein shall the meanings set forth below:


 


	
  Annual Fixed Rent

  	
   

  	
  Lease Years One (1)
  through Five (5):

  
	
  for the Initial Term:

  	
   

  	
  $8,306,490.60.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lease Years Six (6)
  through (11):

  
	
   

  	
   

  	
  $8,843,089.89.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lease Years Twelve (12) through
  Seventeen (17):

  
	
   

  	
   

  	
  $9,379,865.45.

  
	
   

  	
   

  	
   

  
	
  TI Security Deposit:

  	
   

  	
  $5,646,831

  
	
   

  	
   

  	
   

  
	
  Tenant Work L/C:

  	
   

  	
  $11,291,389

  
	
   

  	
   

  	
   

  
	
  Landlord’s Base

  	
   

  	
  $11,291,389

  
	
  Systems Allowance

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Landlord’s TI:

  	
   

  	
  $10,225,650 (1)

  
	
  Allowance:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MEP Design

  	
   

  	
  $197,696

  
	
  Allowance:

  	
   

  	
   

  







(1) It is agreed that
this amount shall be reduced by a credit, to be negotiated by Landlord and
Tenant, to account for certain costs associated with Leasehold Improvements,
that were originally contemplated to be performed by Tenant, but which are now
contemplated to be performed by Landlord, but which in any event were
contemplated to be paid for out of “Landlord’s TI Allowance.”


 


3.                                       Schedule C-4 to
the Work Letter is hereby deleted in its entirety and replaced with Schedule
C-4 attached hereto.


 


4.                                       Tenant
acknowledges and agrees that the Land is benefited by the Building and Overhang
Easement, that such Building and Overhang Easement contains certain covenants
binding upon Landlord as more particularly set forth in paragraph 3 thereof,
and that Tenant covenants and agrees that the aforesaid covenants shall
hereinafter be binding upon Tenant and anyone claiming by, through and under
Tenant.


 


 


 


 


2

















 


Except as modified hereby, the Lease is
hereby ratified and confirmed in all respects.


 


	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FC 40 LANDSDOWNE, INC.

  



 


 


	
   

  	
  By: 

  	
  /s/ GAYLE B. FARRIS

  	
   

  
	
   

  	
   

  	
  Gayle B. Farris

  	
   

  
	
   

  	
   

  	
  Vice President

  	
   

  



 


 


	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MILLENNIUM
  PHARMACEUTICALS, INC.

  



 


 


	
   

  	
  By: 

  	
  /s/ KEVIN STARR

  	
   

  
	
   

  	
   

  	
  Kevin Starr

  	
   

  
	
   

  	
   

  	
  Chief Financial Officer

  	
   

  



 


 


 


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