**Exhibit10.5**

 

 

 

 

FIRSTAMENDMENT TO LEASE

 

FC40 LANDSDOWNE, INC.

To

MILLENNIUMPHARMACEUTICALS, INC.

 

40Landsdowne Street

Cambridge,MA

 

This First Amendment to Lease is entered intoas 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 andimprovements thereon known as 40 Landsdowne Street, Cambridge, Massachusetts,more particularly described on Exhibit B to the Lease. All capitalized termsused herein and not otherwise defined shall have the definitions set forth inthe Lease.

 

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

 

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

 

WHEREAS, in Exhibit A to the Lease, the term “AnnualFixed Rent for the Initial Term” is established as a sum of dollars perrentable square foot, which could potentially have been adjusted in accordancewith Exhibit A-1 to the Lease, but it is now possible to establish that suchadjustment will not be appropriate.

 

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

 

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

 

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

 

 

----

 

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

 

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

 

1.                                       Pursuant toSection 2.1 of the Lease, the parties have finally determined, and herebyconfirm, that the rentable square feet of floor area of the Premises as 214,638square feet.

 

2.                                       Exhibit A tothe Lease is hereby modified so that the applicable Basic Lease Terms set forththerein 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 thatthis amount shall be reduced by a credit, to be negotiated by Landlord andTenant, to account for certain costs associated with Leasehold Improvements,that were originally contemplated to be performed by Tenant, but which are nowcontemplated to be performed by Landlord, but which in any event werecontemplated to be paid for out of “Landlord’s TI Allowance.”

 

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

 

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

 

 

 

 

2

----

 

Except as modified hereby, the Lease ishereby 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 |   |

 

 

 

3

----