javelin_10k-ex1018.htm


    
      

    

    EXHIBIT 10.18

     

    
      
        
        

      

    

     

    SECOND
AMENDMENT TO LEASE

     

    This
Second Amendment to Lease (the "Second Amendment")
is hereby entered into as of the day of August, 2007 (the "Effective Date") by
and between W2007 CPD REALTY, L.L.C., a
Delaware limited liability company having an address c/o Archon Group, L.P., 99
High Street, Floor 28, Boston, Massachusetts 02110 ("Landlord"), and
JAVELIN PHARMACEUTICALS, INC., a Delaware corporation having an address at 125
CambridgePark Drive, Cambridge, Massachusetts 02140 ("Tenant").

     

    WHEREAS,
CambridgePark 125 Realty Corporation (the "Original Landlord"),
as landlord, and Tenant, as tenant, entered into that certain Lease dated as of
March 9, 2005 (the "Original Lease") by
which the Original Landlord leased to Tenant and Tenant leased from the Original
Landlord approximately 3,131 square feet of office space on the first floor of
the building (the "Building") located
at and numbered 125 CambridgePark Drive, Cambridge, Massachusetts 02140 as more
particularly described in the Original Lease (the "Original  Premises").

     

    WHEREAS,
the Original Lease was amended by that certain First Amendment to Lease by and
between the Original Landlord, as landlord, and Tenant, as tenant, dated May 19,
2006 (the "First
Amendment"), by which the Original Landlord relocated Tenant from the
Original Premises and leased to Tenant and Tenant and leased from the Original
Landlord approximately 10,553 square feet of office space on the third floor of
the Building (the "Current
Premises").

     

    WHEREAS,
the Original Lease, as amended by the First Amendment, is hereinafter referred
to as the "Lease".

     

    WHEREAS,
Landlord has succeeded to the interest of the Original Landlord as owner of the
Building and as landlord under the Lease.

     

    WHEREAS,
the current teiiii of the Lease expires on May 31, 2012.

     

    WHEREAS,
Landlord desires to lease to Tenant and Tenant desires to lease from Landlord
additional space on the third and fourth floors of the Building in accordance
with the terms and provisions of this Second Amendment.

     

    NOW,
THEREFORE, in consideration of the premises and the mutual agreements contained
herein and in the Original Lease, Landlord and Tenant hereby agree as
follows:

     

    A.   SUITE A
PREMISES

     

    1.    Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord the
so-called
Suite A on the third floor of the Building consisting of approximately 3,383
rentable square feet of floor area, as shown cross-hatched on Exhibit A attached
hereto (the "Suite A
Premises"), upon the
same terms and conditions set forth in the Lease for the Current Premises,
except as otherwise provided in this Second Amendment. As used herein, the
phrase "Suite A Premises
Commencement Date" shall mean the Effective Date. As used herein, the phrase
"Suite A Premises Rent Commencement Date" shall mean the date that is five (5)
months after the Effective Date. Notwithstanding anything in the Lease to the
contrary, effective on and after the Suite A Premises Commencement Date, the
word "Premises," whenever such word appears in the Lease as amended by this
Second Amendment shall mean collectively, the Current Premises and the Suite A
Premises.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.   Prior to
occupying the Suite A Premises, Tenant shall execute and deliver to Landlord a
letter substantially in the form of Exhibit D
attached hereto confirming (i) the Suite A Premises Commencement Date,
and (ii) that Tenant has accepted the Suite A Premises; however, the failure of
the parties to execute such letter shall not defer the Suite A Premises
Commencement Date or otherwise invalidate the Lease or this Second
Amendment.

     

    3.   Notwithstanding
anything in the Lease to the contrary, effective on and after the Suite A
Premises Rent Commencement Date, the Annual Rent (as defined in the Original
Lease) for the Suite A Premises shall be the following amounts for the following
periods of time:

     

    
      	
              Period

            	
              Annual
      Rent

            	
              Monthly
      Annual Rent

            	
              $/Year/SF

            
	
              Suite
      A Premises Rent

            	
              $125,171.00

            	
              $10,430.92

            	
              $37.00

            
	
              Commencement
      Date - August 31, 2008

            	 
      	 
      	 
      
	 	 	 	 
	
              September
      1, 2008 - August
      31, 2009

            	
              $128,554.00

            	
              $10,712.83

            	
              $38.00

            
	
               

            	 
      	 
      	 
      
	
              September
      1, 2009 - August
      31, 2010

            	
              $135,320.00

            	
              $11,276.67

            	
              $40.00

            
	
               

            	 
      	 
      	 
      
	
              September
      1, 2010 - May 31, 2012

            	
              $138,703.00

            	
              $11,558.58

            	
              $41.00

            


    

     

    4.   Commencing
on the Suite A Premises Commencement Date, Tenant shall pay to Landlord, as
additional rent for the Suite A Premises, 1.84% of Annual Operating Costs (as
defined in the Original Lease) for each calendar year during the Term in excess
of the Annual Operating Costs for the Suite A Base Year. As used herein, the
"Suite A Base Year" shall mean calendar year 2008, except fiscal year 2008 (July
1, 2007 — June 30, 2008) with respect to real estate taxes only. The payments of
additional rent required to be paid by Tenant under this paragraph shall be paid
in the manner, at the times and otherwise in accordance with the provisions of
Sections 4.2 and 4.3 of the Lease.

     

    5.   Notwithstanding
anything in the Lease to the contrary, commencing on the Suite A Premises
Commencement Date, electricity furnished to the Suite A Premises shall be paid
for by Tenant in accordance with the terms and provisions of Section 4.4 of the
Lease.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    6.   Notwithstanding
anything in the Lease to the contrary, commencing on the Suite A Premises
Commencement Date, the number of Base Cards (as defined in the Lease) shall be
increased from 32 to 42, 14 of which are for spaces located in the Blue Lot (as
defined in the Lease), and 28 of which are for spaces located in the Red Lot (as
defined in the Lease) and the number of Additional Spaces (as defined in the
Lease) shall be increased from 11 to 14.

     

    7.   Tenant's
taking possession of Suite A Premises shall be conclusive evidence that the
respective Suite A Premises is in good order and satisfactory condition at such
time. No agreement of Landlord to alter, remodel, decorate, clean or improve the
Suite A Premises and no representation or warranty regarding the condition of
the Suite A Premises or the suitability of the Suite A Premises for Tenant's
proposed use thereof have been made by or on behalf of Landlord or relied upon
by Tenant in connection with this Second Amendment, except as otherwise provided
in Exhibit
E attached hereto.

     

    B.   SUITE C
PREMISES

     

    8.   Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord the so-called
Suite C on the fourth floor of the Building consisting of approximately 6,831
rentable square feet of floor area, as shown cross-hatched on Exhibit
C attached hereto (the "Suite
C  Premises").
Upon the same Willis and conditions set forth in the Lease for the Current
Premises, except as otherwise provided in this Second Amendment. As used herein,
the phrase "Suite C Premises Commencement Date" shall mean September 1, 2007. As
used herein, the phrase "Suite C Premises Rent Commencement Date" shall mean
January 1, 2008. Notwithstanding anything in the Lease to the contrary,
effective on and after the Suite C Premises Commencement
Date, the word "Premises," whenever such word appears in the Lease as amended by
this Second Amendment shall mean, collectively, the Current Premises, the Suite
A Premises and the Suite C Premises.

     

    9.   Prior to
occupying the Suite C Premises, Tenant shall execute and deliver to Landlord a
letter substantially in the form of Exhibit D
attached hereto confirming (i) the Suite C Premises Commencement Date,
and (ii) that Tenant has accepted the Suite C Premises; however, the failure of
the parties to execute such letter shall not defer the Suite C Premises
Commencement Date or otherwise invalidate the Lease or this Second
Amendment.

     

    10.   Notwithstanding
anything in the Lease to the contrary, effective on and after the Suite C
Premises Rent Commencement Date, the Annual Rent (as defined in the Original
Lease) for the Suite C Premises shall be the following amounts for the following
periods of time:

     

    
      	
              Period

            	
              Annual
      Rent

            	
              Monthly Annual Rent

            	
              $/Year/SF

            
	
              January
      1, 2008 - August
      31, 2008

            	
              $252,747.00

            	
              $21,062.25

            	
              $37.00

            
	
               

            	 
      	 
      	 
      
	
              September
      1, 2008 - August
      31, 2009

            	
              $259,578.00

            	
              $21,631.50

            	
              $38.00

            
	 	 	 	 
	September
      1, 2009 - August
      31, 2010	
              $273,240.00

            	
              $22,770.00

            	
              $40.00

            
	 	 	 	 
	
              September
      1, 2010 - May 31, 2012

            	
              $280,071.00

            	
              $23,339.25

            	$41.00


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    11.   Commencing
on the Suite C Premises Commencement Date, Tenant shall pay to Landlord,
as additional rent for the Suite C Premises, 3.71% of Annual Operating Costs (as
defined in the Original Lease) for each calendar year during the Term in excess
of the Annual Operating Costs for the Suite C Base Year. As used herein, the
"Suite C Base Year" shall mean calendar year 2008, except fiscal year 2008 (July
1, 2007 — June 30, 2008) with respect to real estate taxes only. The payments of
additional rent required to be paid by Tenant under this paragraph shall be paid
in the manner, at the times and otherwise in accordance with the provisions of
Sections 4.2 and 4.3 of the Lease.

     

    12.   Notwithstanding
anything in the Lease to the contrary, commencing on the Suite C
Premises Commencement Date, electricity furnished to the Suite C Premises shall
be paid for by Tenant in accordance with the terms and provisions of Section 4.4
of the Lease.

     

    13.   Notwithstanding
anything in the Lease to the contrary, commencing on the Suite C Premises
Commencement Date, the number of Base Cards shall be increased from 42 to 62, 21
of which are for spaces located in the Blue Lot and 42 of which are for spaces
located in the Red Lot and the number of Additional Spaces shall be increased
from 14 to 21.

     

    14.   Tenant's
taking possession of Suite C Premises shall be conclusive evidence that the
respective Suite C Premises is in good order and satisfactory condition at such
time. No agreement of Landlord to alter, remodel, decorate, clean or improve the
Suite C Premises and no representation or warranty regarding the condition of
the Suite C Premises or the suitability of the Suite C Premises for Tenant's
proposed use thereof have been made by or on behalf of Landlord or relied upon
by Tenant in connection with this Second Amendment, except as otherwise provided
in Exhibit
G attached hereto.

     

    C.   SUITE
B PREMISES

     

    15.   Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord the so-called
Suite B on the third floor of the Building consisting of approximately 1,447
rentable square feet of floor area, as shown cross-hatched on Exhibit
B attached hereto (the "Suite
B  Premises"),
upon the same terms and conditions set forth in the Lease for the Current
Premises, except as otherwise provided in this Second Amendment. As used herein,
the phrase "Suite B Premises Commencement Date" shall mean January 1, 2008. As
used herein, the phrase "Suite B Premises Rent Commencement Date" shall mean
March 1, 2008. Notwithstanding anything in the Lease to the contrary, effective
on and after the Suite B Premises Commencement Date, the word "Premises,"
whenever such word appears in the Lease as amended by this Second Amendment
shall mean, collectively, the Current Premises, the Suite A Premises, the Suite
B Premises and the Suite C Premises.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    16.   Prior to
occupying the Suite B Premises, Tenant shall execute and deliver to Landlord a
letter substantially in the form of Exhibit D attached
hereto confirming (i) the Suite B Premises Commencement Date, and (ii) that
Tenant has accepted the Suite B Premises; however, the failure of the parties to
execute such letter shall not defer the Suite B Premises Commencement Date or
otherwise invalidate the Lease or this Second Amendment.

     

    17.   Notwithstanding
anything in the Lease to the contrary, effective on and after the Suite B
Premises Rent Commencement Date, the Annual Rent (as defined in the Original
Lease) for the Suite B Premises shall be the following amounts for the following
periods of time:

    
       

      
        	
                Period

              	
                Annual
      Rent

              	
                Monthly Annual Rent

              	
                $/Year/SF

              
	
                March 1,
      2008 - August
      31, 2008

              	
                
                  $53,539.00

                

              	
                
                  $4,461.58

                

              	
                $37.00

              
	
                 

              	 
      	 
      	 
      
	
                September
      1, 2008 - August
      31, 2009

              	
                
                  $54,986.00

                

              	
                
                  $4,582.17

                

              	
                $38.00

              
	 	 	 	 
	September
      1, 2009 - August
      31, 2010	
                
                  $57,880.00

                

              	
                
                  $4,823.33

                

              	
                $40.00

              
	 	 	 	 
	
                September
      1, 2010 - May 31, 2012

              	
                
                  $59,327.00

                

              	
                
                  $4,943.92

                

              	$41.00


      

    

     

    18.   Commencing
on the Suite B Premises Commencement Date, Tenant shall pay to Landlord, as
additional rent for the Suite B Premises, 0.79% of Annual Operating Costs (as
defined in the Original Lease) for each calendar year during the Tenn in excess
of the Annual Operating Costs for the Suite B Base Year. As used herein, the
"Suite B Base Year" shall mean calendar year 2008, except fiscal year 2008 (July
1, 2007 — June 30, 2008) with respect to real estate taxes only. The payments of
additional rent required to be paid by Tenant under this paragraph shall be paid
in the manner, at the times and otherwise in accordance with the provisions of
Sections 4.2 and 4.3 of the Lease.

     

    19.   Notwithstanding
anything in the Lease to the contrary, commencing on the Suite B Premises
Commencement Date, electricity furnished to the Suite B Premises shall be paid
for by Tenant in accordance with the terms and provisions of Section 4.4 of the
Lease.

     

    20.    Notwithstanding anything in the Lease to
the contrary, commencing on the Suite B Premises
Commencement Date, the number of Base Cards shall be increased from 62 to 66, 22
of which are for spaces located in the Blue Lot and 44 of which are for spaces
located in the Red Lot and the number of Additional Spaces shall be increased
from 21 to 22.

     

    21.    Tenant's
taking possession of Suite B Premises shall be conclusive evidence that
the
respective Suite B Premises is in good order and satisfactory condition at such
time. No agreement of Landlord to alter, remodel, decorate, clean or improve the
Suite B Premises and no representation or warranty regarding the condition of
the Suite B Premises or the suitability of the Suite
B Premises for Tenant's proposed use thereof have been made by or on behalf of
Landlord or relied upon by Tenant in connection with this Second Amendment,
except as otherwise provided in Exhibit F attached
hereto.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    D.   GENERAL

     

    22.   Provided
no Event of Default exists and Tenant is occupying the entire Premises
at the
time of such election, Tenant may renew the Lease as amended by this Second
Amendment for one (1) additional period of five (5) years, by delivering written
notice of the exercise thereof to Landlord not earlier than twelve (12) months
nor later than nine (9) months before the expiration of the Term (as defined in
the Lease) (the "Option to Renew").
The Annual Rent payable for each month during such extended Term shall be the
fair market rental rate (the "Fair Market Rental
Rate") at the commencement of such extended Term, for renewals of space
in the Building of equivalent quality, size, utility and location, with the
length of the extended Term, the use of the Premises Within 30 days after
receipt of Tenant's notice to renew, Landlord shall deliver to Tenant written
notice of the Fair Market Rental Rate and shall advise Tenant of the required
adjustment to Annual Rent, if any, and the other terms and conditions offered.
Tenant shall, within ten (10) days after receipt of Landlord's notice, notify
Landlord in writing whether Tenant accepts or rejects Landlord's determination
of the Fair Market Rental Rate. If Tenant timely notifies Landlord that Tenant
accepts Landlord's determination of the Fair Market Rental Rate, then, on or
before the commencement date of the extended Term, Landlord and Tenant shall
execute an amendment to this Lease extending the Term on the same terms provided
in this Lease. If Tenant rejects Landlord's determination of the Fair Market
Rental Rate, or fails to timely notify Landlord in writing that Tenant accepts
or rejects Landlord's determination of the Fair Market Rental Rate, time being
of the essence with respect thereto, Tenant's rights under this Paragraph 22
shall terminate and Tenant shall have no right to renew this Lease.

     

    23.   Landlord
and Tenant acknowledge and agree that Landlord is presently holding a security
deposit in the amount of $97,615.00 pursuant to the terms and provisions of
Article XI of the Lease. Simultaneously with the execution and delivery of this
Second Amendment by Tenant, Tenant shall deposit with the Landlord an additional
security deposit in the amount of $35,954.75, bringing the total security
deposit being held by Landlord under the Lease to $133,569.75. Landlord shall
hold and may apply this additional security deposit in accordance with the terms
and provisions of Article XI of the Original Lease.

     

    24.   Notwithstanding
anything in the Lease to the contrary, on or before Landlord agrees to reasonably perform,
at Landlord's expense, the window sill repair work described in Exhibit
H.

     

    25.   Tenant
represents and warrants that neither Tenant nor any of its affiliates, nor any
of their respective partners, members, shareholders or other equity owners, and
none of their respective employees, officers, directors, representatives or
agents is, nor will they become, a person or entity with whom U.S. persons or
entities are restricted from doing business under regulations of the Office of
Foreign Asset Control ("OFAC") of the Department of the Treasury (including
those named on OFAC's Specially Designated and Blocked Persons List) or under
any statute, executive order (including the September 24, 2001, Executive Order
Blocking Property
and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism), or other governmental action and is not and will not assign
or transfer the Lease (or any interest of Tenant thereunder) to, contract with
or otherwise engage in any dealings or transactions or be otherwise associated
with such persons or entities.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    26.    All notices
and other communications given pursuant to the Lease or this Second Amendment
shall be in writing and shall be (a) mailed by first class, United States mail,
postage prepaid, certified, with return receipt requested, and addressed to the
parties hereto at the address listed below, (b) hand delivered to the intended
addressee, (c) sent by nationally recognized overnight courier, or (d) sent by
prepaid telegram, cable, facsimile transmission, or telex followed by a
confirmatory letter. Notice sent by certified mail, postage prepaid, shall be
effective three (3) business days after being deposited in the United States
mail; all other notices shall be effective upon delivery to the address of the
addressee. The parties hereto may change their addresses by giving notice
thereof to the other in conformity with this provision. The addresses for notice
set forth below shall supercede and replace any addresses for notice set forth
in the Lease.

     

    
      	 	Landlord:	
              W2007
      CPD Realty, L.L.C.

              c/o
      Archon Group, L.P.

              99
      High Street, Floor 28

              Boston,
      Massachusetts 02110

              Attention:
      Asset Manager

              Telephone:
      617-854-5500

              Telecopy:
      617-854-5540

            
	 	 	 
	 	
              with a
      copy in

              like
      manner to:

            	
              W2007
      CPD Realty, L.L.C.

              c/o
      Archon Group, L.P.

              600
      East Las Colinas Blvd., Suite 400

              Irving,
      Texas 75039

              Attention:
      General Counsel -

              311
      Summer Street, Boston, Massachusetts

              Telephone:
      972-368-2200

              Telecopy:
      972-368-3199

            
	 	 	 
	 	Tenant:	
              Javelin
      Pharmaceuticals, Inc.

              Innovative
      Drug Delivery Systems, Inc.

              125
      CambridgePark Drive

              Cambridge,
      MA 02140

              Attention:
      Daniel Carr

              Telephone:_______________________

              Telecopy:________________________

            


    

     

    27.    Tenant
represents to Landlord that Tenant has not dealt with any broker except for
Richard
Berry Joyce & Partners, LLC and Jones Lang LaSalle in connection with this
Second Amendment and that, insofar as Tenant knows, no other broker negotiated
this Second Amendment or is entitled to any commission or fee in connection
herewith. Tenant agrees to indemnify,
defend and hold Landlord, its asset manger, its property manager and their
respective employees harmless from and against any claims for a fee or
commission made by any broker claiming to have acted by or on behalf of Tenant
in connection with this Second Amendment.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    28.   All
Exhibits attached hereto are incorporated herein by this reference.

     

    Exhibit A
— Suite A Premises Floor Plan

    Exhibit B
— Suite B Premises Floor Plan

    Exhibit C
— Suite C Premises Floor Plan

    Exhibit D
— Commencement Date Letter

    Exhibit E
— Suite A Premises Landlord Allowance Provision

    Exhibit F
— Suite B Premises Landlord Allowance Provision

    Exhibit G
— Suite C Premises Landlord Allowance Provision

    Exhibit
H — Description of Window Sill Repairs

     

    29.   Tenant
hereby ratifies and confirms its obligations under the Lease and represents and
warrants to Landlord that Tenant has no defenses thereto. Additionally, Tenant
further confiuins and ratifies that, as of the date hereof, (a) the Lease is and
remains in good standing and in full force and effect, (b) Tenant has no claims,
counterclaims, set-offs or defenses against Landlord arising out of the Lease or
in any way relating thereto or arising out of any other transaction between
Landlord and Tenant, and (c) all tenant finish-work allowances provided to
Tenant under the Lease, if any, have been paid in full by Landlord to Tenant,
and Landlord has no further obligations with respect thereto.

     

    30.   Submission
of this Second Amendment for examination or signature by Tenant does not
constitute a reservation of space or an option for lease, and this Second
Amendment shall not be effective unless and until execution and delivery thereof
by both Landlord and Tenant.

     

    31.   In all
other respects, Landlord and Tenant hereby reaffirm all of the covenants,
agreements, terms, conditions and other provisions of the Lease, except as
modified hereby, and the Lease is hereby incorporated in full herein by
reference. The terms and provisions of this Second Amendment shall be effective
as of the date first above written, except as may otherwise be provided herein.
In the event of any conflict between the terms of the Lease and this Second
Amendment, the terms of this Second Amendment shall prevail.

     

    <Signature
Page Attached>

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment to
Lease as a sealed instrument as of the date first above written.

     

    
      	 	LANDLORD:
	 	 
	 	W2007 CPD REALTY,
      L.L.C., a Delaware limited liability company
	 	 
	 	By: /s/ John Matteson
	 	      
      Name: John Matteson
	 	      
      Title: Asst. Vice President
	 	 
	 	 
	 	 
	 	 
	 	
              TENANT:

            
	 	 
	 	JAVELIN JAVELIN
      PHARMACEUTICALS, INC., a Delaware corporation
	 	 
	 	By: /s/ Daniel B. Carr
	 	
                    
      Name: Daniel B. Carr, MD

                     Title:
  CEO/CMO

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    
      EXHIBIT
A

       

    

    PLAN
SHOWING THE SUITE A PREMISES

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

     

    PLAN
SHOWING THE SUITE B PREMISES

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

     

    PLAN
SHOWING THE SUITE C PREMISES

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
D

     

    CONFIRMATION
OF SUITE 1A/B/C1 PREMISES

    COMMENCEMENT
DATE

     

     

    ______________________,
200__

     

    BY
TELECOPY

    _______________________     [TENANT'S ADDRESS]

    _______________________

    _______________________

    _______________________

     

    
       

      
        	 	Re:	Second Amendment to
      Lease (the "Amendment")
      dated as of August , 2007, between
      W2007 CRP Realty, L.L.C., a Delaware limited liability company
      ("Landlord"),
      and Javelin Pharmaceuticals, Inc., a Delaware corporation ("Tenant"),
      for the lease of approximately rentable square feet of floor
      area
      (the "Suite
      Premises") pursuant to the Amendment. Capitalized teiins used
      herein but not defined shall be given the meanings assigned to them in the
      Amendment unless otherwise
indicated.


      

       

      Gentlemen:

    

     

    Landlord
and Tenant agree as follows:

     

    1.   Condition
of Suite I I Premises. Tenant has accepted possession of the Suite
Premises pursuant to the Amendment. Any improvements required by the tern's of
the Amendment to be made by Landlord have been completed to the full and
complete satisfaction of Tenant in all respects, and Landlord has fulfilled all
of its duties under the Amendment with respect to such initial tenant
improvements. Furthermore, Tenant acknowledges the Permitted Uses (as defined in
the Lease).

     

    2.    The SuitePremises
Commencement
Date is ______________, 200__.

     

    3.   Ratification.
Tenant hereby ratifies and confirms its obligations under the Lease and
represents and warrants to Landlord that it has no defenses thereto.
Additionally, Tenant further confirms and ratifies that, as of the date hereof,
the Lease and the Amendment are and remain in good standing and in full force
and effect, and Tenant has no claims, counterclaims, set-offs or defenses
against Landlord arising out of the Lease and the Amendment or in any way
relating thereto or arising out of any other transaction between Landlord and
Tenant

     

    4.   Binding
Effect; Governing Law. Except as modified hereby, the Lease and the
Amendment shall remain in full effect and this letter shall be binding upon
Landlord and Tenant and their
respective successors and assigns. If any inconsistency exists or arises between
the terms of this letter and the terms of the Lease and the Amendment, the terms
of this letter shall prevail. This letter shall be governed by the laws of the
Commonwealth of Massachusetts.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Please
indicate your agreement to the above matters by signing this letter in the space
indicated below and returning an executed original to us.

    
    

     

    
      	 	
              
                Sincerely,

                 

                [PROPERTY
      MANAGEMENT COMPANY SIGNATURE
      BLOCK] , on
      behalf of Landlord

                 

                By:_________________________________

                Name:_______________________________

                Title:________________________________

              

            


    

     

     

    Agreed
and accepted:

     

    [TENANT'S
SIGNATURE BLOCK]

     

    
      By:_________________________________

      Name:_______________________________

      Title:________________________________

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
E

     

    SUITE
A PREMISES LANDLORD IMPROVEMENTS ALLOWANCE PROVISIONS

     

    1.   Acceptance
of Premises. Except as set forth in this Exhibit, Tenant accepts the
Suite A Premises in its "AS-IS"
condition on the date that this Second Amendment is entered
into.

     

    2.   Suite
A Work. The entire cost of performing the Tenant's improvements within
the Suite A Premises (the "Suite
A Work") (including design of and space planning for the Suite A Work and
preparation of any working drawings and "as-built" plans, costs of construction
labor and materials, related taxes and insurance costs, licenses, permits,
certifications, surveys and other approvals required by Law, and the
construction supervision fee referenced, all of which costs are herein
collectively called the "Suite
A Total Construction Costs") in excess of the Suite A Construction
Allowance (hereinafter defined) shall be paid by Tenant. Prior to beginning any
of the Suite A Work, Landlord shall be required to approve of the Tenant's
contractor, which approval shall not be unreasonably withheld, conditioned or
delayed, that will be performing the Suite A Work (the "Approved
Contractor"). Upon substantial completion of the Suite A Work (as
reasonably determined by Landlord), Tenant shall deliver to Landlord invoices
evidencing payment by the Tenant of the work performed by the Approved
Contractor (the "Suite A Invoices"). Upon receipt of the Suite A Invoices,
Landlord shall reimburse the Tenant pursuant to Paragraph 3 below. In the event
of default of payment of the Suite A Invoices by the Tenant, Landlord (in
addition to all other remedies) shall have the same rights as for a default by
Tenant under the Lease.

     

    3.   Construction
Allowance. Landlord shall provide to Tenant a construction allowance not
to exceed $30.00 per rentable square foot in the Suite A Premises (the "Suite
A  Construction
Allowance") to be applied toward the Suite A Total Construction Costs, as
adjusted for any changes to the Suite A Work. The Suite A Construction Allowance
shall be disbursed to Tenant if, as, and when the cost of the Suite A Work is
actually incurred, and Suite A Invoices are submitted to the Landlord, and
Tenant provides evidence to Landlord of payment of the Suite A Invoices.
Notwithstanding the foregoing, in the event that Tenant does not exhaust the
total Suite A Construction Allowance in connection with the Suite A Work, Tenant
shall have the right to apply any unused portion of the Suite A Construction
Allowance to the costs of either or both of the Suite B Work or the Suite C
Work; provided, however, that in no event shall the aggregate Construction
Allowance for the Suite A Work, the Suite B Work and the Suite C Work exceed
$349,830.00. The Suite A Construction Allowance must be used (that is, the Suite
A Work must be fully complete and the Suite A Construction Allowance disbursed)
by July 1, 2008 or shall be deemed forfeited with no further obligation by
Landlord with respect thereto, time being of the essence with respect
thereto.

     

    4.   Construction
Management. Landlord or its affiliate or agent shall supervise the Suite
A Work, make disbursements required to be made to the contractor, and act as a
liaison between the contractor and Tenant and coordinate the relationship
between the Suite A Work, the Building and the Building's
Systems.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
F

     

    SUITE
B PREMISES LANDLORD IMPROVEMENTS ALLOWANCE PROVISIONS

     

    1.   Acceptance
of Premises. Except as set forth in this Exhibit, Tenant accepts the
Suite B Premises in its "AS-IS"
condition on the date that this Second Amendment is entered
into.

     

    2.   Suite
B Work. The entire cost of performing the Tenant's improvements within
the Suite B Premises (the "Suite
B Work") (including design of and space planning for the Suite B Work and
preparation of any working drawings and "as-built" plans, costs of construction
labor and materials, related taxes and insurance costs, licenses, permits,
certifications, surveys and other approvals required by Law, and the
construction supervision fee referenced, all of which costs are herein
collectively called the "Suite
B Total Construction Costs") in excess of the Suite B Construction
Allowance (hereinafter defined) shall be paid by Tenant. Prior to beginning any
of the Suite B Work, Landlord shall be required to approve of the Tenant's
contractor, which approval shall not be unreasonably withheld, conditioned or
delayed, that will be performing the Suite B Work (the "Approved
Contractor"). Upon substantial completion of the Suite B Work (as
reasonably determined by Landlord), Tenant shall deliver to Landlord invoices
evidencing payment by the Tenant of the work performed by the Approved
Contractor (the "Suite B Invoices"). Upon receipt of the Suite B Invoices,
Landlord shall reimburse the Tenant pursuant to Paragraph 3 below. In the event
of default of payment of the Suite B Invoices by the Tenant, Landlord (in
addition to all other remedies) shall have the same rights as for a default by
Tenant under the Lease.

     

    3.   Construction
Allowance. Landlord shall provide to Tenant a construction allowance not
to exceed $30.00 per rentable square foot in the Suite B Premises (the "Suite
B  Construction
Allowance") to be applied toward the Suite B Total Construction Costs, as
adjusted for any changes to the Suite B Work. The Suite B Construction Allowance
shall be disbursed to Tenant if as, and when the cost of the Suite B Work is
actually incurred, and Suite B Invoices are submitted to the Landlord, and
Tenant provides evidence to Landlord of payment of the Suite B Invoices.
Notwithstanding the foregoing, in the event that Tenant does not exhaust the
total Suite B Construction Allowance in connection with the Suite B Work, Tenant
shall have the right to apply any unused portion of the Suite B Construction
Allowance to the costs of either or both of the Suite A Work or the Suite C
Work; provided, however, that in no event shall the aggregate Construction
Allowance for the Suite A Work, the Suite B Work and the Suite C Work exceed
$349,830.00. The Suite B Construction Allowance must be used (that is, the Suite
B Work must be fully complete and the Suite B Construction Allowance disbursed)
by July 1, 2008 or shall be deemed forfeited with no further obligation by
Landlord with respect thereto, time being of the essence with respect
thereto.

     

    4.   Construction
Management. Landlord or its affiliate or agent shall supervise the Suite
B Work, make disbursements required to be made to the contractor, and act as a
liaison between the contractor and Tenant and coordinate the relationship
between the Suite B Work, the Building and the Building's
Systems.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    EXHIBIT
G

     

    SUITE
C PREMISES LANDLORD IMPROVEMENTS ALLOWANCE PROVISIONS

     

    1.   Acceptance
of Premises. Except as set forth in this Exhibit, Tenant accepts the
Suite C Premises in its "AS-IS"
condition on the date that this Second Amendment is entered
into.

     

    2.   Suite
C Work. The entire cost of performing the Tenant's improvements within
the Suite C Premises (the "Suite
C Work") (including design of and space planning for the Suite C Work and
preparation of any working drawings and "as-built" plans, costs of construction
labor and materials, related taxes and insurance costs, licenses, permits,
certifications, surveys and other approvals required by Law, and the
construction supervision fee referenced, all of which costs are herein
collectively called the "Suite
C Total Construction Costs") in excess of the Suite C Construction
Allowance (hereinafter defined) shall be paid by Tenant. Prior to beginning any
of the Suite C Work, Landlord shall be required to approve of the Tenant's
contractor, which approval shall not be unreasonably withheld, conditioned or
delayed, that will be performing the Suite C Work (the "Approved
Contractor"). Upon substantial completion of the Suite C Work (as
reasonably determined by Landlord), Tenant shall deliver to Landlord invoices
evidencing payment by the Tenant of the work performed by the Approved
Contractor (the "Suite C Invoices"). Upon receipt of the Suite C Invoices,
Landlord shall reimburse the Tenant pursuant to Paragraph 3 below. In the event
of default of payment of the Suite C Invoices by the Tenant, Landlord (in
addition to all other remedies) shall have the same rights as for a default by
Tenant under the Lease.

     

    3.   Construction
Allowance. Landlord shall provide to Tenant a construction allowance not
to exceed $30.00 per rentable square foot in the Suite C Premises (the "Suite
C  Construction Allowance") to be applied toward the Suite C
Total Construction Costs, as adjusted for any changes to the Suite C Work. The
Suite C Construction Allowance shall be disbursed to Tenant if, as, and when the
cost of the Suite C Work is actually incurred, and Suite C Invoices are
submitted to the Landlord, and Tenant provides evidence to Landlord of payment
of the Suite C Invoices. Notwithstanding the foregoing, in the event that Tenant
does not exhaust the total Suite C Construction Allowance in connection with the
Suite C Work, Tenant shall have the right to apply any unused portion of the
Suite C Construction Allowance to the costs of either or both of the Suite A
Work or the Suite B Work; provided, however, that in no event shall the
aggregate Construction Allowance for the Suite A Work, the Suite B Work and the
Suite C Work exceed $349,830.00. The Suite C Construction Allowance must be used
(that is, the Suite C Work must be fully complete and the Suite C Construction
Allowance disbursed) by July 1, 2008 or shall be deemed forfeited with no
further obligation by Landlord with respect thereto, time being of the essence
with respect thereto.

     

    4.   Construction
Management. Landlord or its affiliate or agent shall supervise the Suite
C Work, make disbursements required to be made to the contractor, and act as a
liaison between the contractor and Tenant and coordinate the relationship
between the Suite C Work, the Building and the Building's
Systems.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    EXHIBIT
H

     

    DESCRIPTION
OF WINDOW SILL REPAIRS