Exhibit 10.2


 


125 Hartwell Avenue


Lexington, Massachusetts 02421


(the “Building”)


 


EIGHTH AMENDMENT


June 19,
2008


 


	
   

  	
   

  	
  LANDLORD:

  	
   

  	
  125
  Hartwell Trust, under a declaration of trust dated February 20, 1980 and
  filed with the Middlesex South Registry District of the Land Court as
  Document No. 600788, as amended

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  	
   

  	
  Synta
  Pharmaceuticals Corp., a Delaware corporation, successor-by-assignment to EMD
  Pharmaceuticals, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXISTING

  	
   

  	
  PREMISES:

  	
   

  	
  Collectively,
  (i) approximately 19,810 square feet of Premises Rentable Area on the
  second (2nd) floor of the Building, consisting of approximately 10,980 square
  feet of Premises Rentable Area under the original Lease shown as the
  “Premises” 

  
	
  LEASE

  	
   

  	
   

  	
   

  	
  on
  Exhibit 3 thereto, plus approximately 8,830 square feet of Premises
  Rentable 

  
	
  DATA

  	
   

  	
   

  	
   

  	
  Area
  added by the First Amendment referred to below shown as the “RFO 

  
	
   

  	
   

  	
   

  	
   

  	
  Premises”
  on said Exhibit 3, and (ii) approximately 2,670 square feet of
  Premises 

  
	
   

  	
   

  	
   

  	
   

  	
  Rentable
  Area on the first (1st) floor of the Building, substantially as
  shown cross-

  
	
   

  	
   

  	
   

  	
   

  	
  hatched on Exhibit A attached to the Fifth Amendment referred to
  below

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LEASE

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTION

  	
   

  	
   

  
	
   

  	
   

  	
  DATE:

  	
   

  	
  October 26,
  1992

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TERMINATION

  	
   

  	
   

  
	
   

  	
   

  	
  DATE:

  	
   

  	
  November 30,
  2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PREVIOUS

  	
   

  	
   

  
	
   

  	
   

  	
  LEASE

  	
   

  	
   

  
	
   

  	
   

  	
  AMENDMENTS:

  	
   

  	
  First
  Amendment dated as of January 31, 1993

  
	
   

  	
   

  	
   

  	
   

  	
  Second
  Amendment dated October 1, 1997

  
	
   

  	
   

  	
   

  	
   

  	
  Third
  Amendment dated November 1, 2002

  
	
   

  	
   

  	
   

  	
   

  	
  Assignment
  and Assumption of Lease and Consent of and Release by Landlord and Fourth
  Amendment to Lease dated as of July 9, 2004

  
	
   

  	
   

  	
   

  	
   

  	
  Fifth
  Amendment dated October 22, 2004

  
	
   

  	
   

  	
   

  	
   

  	
  Sixth
  Amendment dated August 1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
  Seventh
  Amendment dated November 26, 2007

  



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  ADDITIONAL

  	
   

  	
   

  
	
   

  	
   

  	
  PREMISES:

  	
   

  	
  Approximately
  4,584 square feet of Premises Rentable Area on the first (1st)
  floor of the Building, substantially as shown cross-hatched on Exhibit A
  attached hereto and made a part hereof

  



 


WHEREAS, Tenant desires to lease additional
space in the Building; and


 


WHEREAS, Landlord is willing to lease
additional space in the Building to Tenant upon the terms and conditions
hereinafter set forth.


 


NOW THEREFORE, the parties hereby agree that
the above-described lease, as previously amended (the “Lease”), is hereby
further amended as follows (capitalized terms used herein without definition
shall have the meanings ascribed to them in the Lease):


 


1.             DEMISE OF ADDITIONAL PREMISES


 


Landlord hereby demises and leases to Tenant, and Tenant hereby accepts
and leases from Landlord, the Additional Premises for a Term commencing as of
the Commencement Date in respect of the Additional Premises (as hereinafter
defined) and expiring on November 30, 2011.  The demise of the Additional Premises shall
otherwise be upon and governed by the terms and conditions of the Lease (as
hereby amended) applicable to the demise of the existing Premises (including,
without limitation, that there shall be no Building Expense Cap applicable to
the calculation of Building Expense Escalation Charges in respect of the Additional
Premises), except as follows or as otherwise provided in this Amendment:


 


A.            The
Commencement Date in respect of the Additional Premises shall be the earlier of
(i) the first date on which Tenant occupies all or any part of the
Additional Premises for the conduct of business, or (ii) the date on which
Landlord’s Work (as hereinafter defined) shall be (or be deemed to be)
substantially (i.e., complete except for so-called “punch list” items and other
work to be undertaken by Landlord which does not materially impair Tenant’s use
of the Additional Premises for the Permitted Uses (collectively, the “Punchlist
Work”)), as reasonably determined by Landlord. 
Landlord shall use diligent and commercially reasonable efforts to
complete all Punchlist Work within thirty (30) days after the substantial
completion of Landlord’s Work.  If Tenant
(or any agent, employee or contractor of Tenant) causes any delay in the
performance or substantial completion of Landlord’s Work, then Landlord’s Work
shall be deemed to have been substantially completed on the date that Landlord’s
Work would have been substantially completed but for such delay.  Landlord shall use diligent and commercially
reasonable efforts to cause Landlord’s Work to be substantially completed on or
before September 15, 2008 (the “Estimated Substantial Completion Date”),
but Tenant shall not have any claim against Landlord, and Landlord shall have
no liability to Tenant, if Landlord’s Work shall not be substantially completed
by the Estimated Substantial Completion Date. 
The parties shall confirm in writing the Commencement Date in respect of
the Additional Premises as soon as it is known.


 


Landlord shall permit Tenant access to the Additional Premises at least
seven (7) days prior to the Commencement Date in respect of the Additional
Premises only for the purpose of 


 


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preparing the Additional Premises for Tenant’s use and occupation,
including, without limitation, installing Tenant’s furniture, telecommunications
systems, and computer and other cabling, but only to the extent that such
activities of Tenant do not interfere with Landlord’s access to, work within or
to, or use of the Additional Premises. 
Any such access by Tenant shall be upon all of the terms and conditions
of the Lease (other than the payment of Basic Rent and other charges due under
the Lease, as hereby amended, in respect of the Additional Premises which shall
not commence to accrue until the Commencement Date in respect of the Additional
Premises) and shall be at Tenant’s sole risk, and Landlord shall not be
responsible for any injury to persons or damage to property resulting from such
early access by Tenant.


 


B.            The
Basic Rent payable in respect of the Additional Premises shall be $114,600.00
per year (i.e., $9,550.00 per month).


 


C.            The
Building Expense Base applicable to the Additional Premises shall be the amount
of Building Expenses for calendar year 2008.


 


D.            Tenant
shall have no obligation to pay for electricity consumed in the Additional
Premises so long as the use of electricity therein is consistent with an
ordinary office use.  If Tenant shall
consume electricity in the Additional Premises beyond that which is consistent
with an ordinary office use, Tenant shall pay Landlord, within fifteen (15)
days of demand from time to time, for the cost of such excess electricity.


 


E.             Tenant’s
Proportionate Share in respect of the Additional Premises shall be 11.94%.


 


F.             Tenant
shall, by reason of the demise of the Additional Premises, be entitled to an
additional seventeen (17) parking spaces in the paved parking area located
adjacent to the Building.  The use of
such spaces shall be subject to the same terms and conditions of the Lease as
are applicable to Tenant’s use of the other parking spaces provided to Tenant
under the Lease. Accordingly, the total number of parking spaces which Landlord
shall provide and maintain for the use of Tenant’s employees and invitees
pursuant to Section 2 of the Lease (as hereby amended) shall be one hundred
two (102).


 


2.             LANDLORD’S WORK IN RESPECT OF
ADDITIONAL PREMISES


 


Landlord shall, at Landlord’s expense,
repaint and recarpet the Additional Premises using Building standard paint and
carpet (“Landlord’s Work”).  Except for
Landlord’s Work, Tenant shall accept the Additional Premises “as is” without
any obligation on the part of Landlord to prepare or construct the Additional
Premises for Tenant’s occupancy or to provide any allowance or contribution
with respect thereto, and Tenant acknowledges that it has had an opportunity to
inspect the Additional Premises and that Landlord has made no representation or
warranty as to the condition of the Additional Premises.  Landlord agrees to perform Landlord’s Work in
a good and workmanlike fashion and in compliance with applicable laws, rules and
regulations.


 


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3.             EXTENSION
OPTIONS


 


In the event that Tenant shall timely and properly exercise its right
to extend the Term of the Lease for the remaining option term(s) provided
for in Paragraph 1 of the Sixth Amendment, then such extension(s) shall
apply to both the existing Premises and the Additional Premises and the demise
of both the existing Premises and the Additional Premises for such option term(s) shall
be governed by the terms and provisions of said Paragraph 1.


 


4.             BROKER


 


Each party (the “indemnifying party”)
represents and warrants to the other party that it has dealt only with Richards
Barry Joyce & Partners and no other broker or agent in connection with
this Amendment and the leasing of the Additional Premises.  The indemnifying party shall indemnify and
hold the other party (and such other party’s trustees, beneficiaries, agents
and employees) harmless of and from all claims that may be made by any person
against such other party (or its trustees, beneficiaries, agents or employees)
for brokerage or other compensation in the nature of brokerage with respect to
this Amendment on account or arising out of the indemnifying party’s breach of
the foregoing representation and warranty. 
Landlord shall pay the commission owed to Richards Barry Joyce &
Partners in connection with this Amendment pursuant to a separate agreement
between Landlord and such party.


 


5.             MISCELLANEOUS


 


As amended by this Amendment, the Lease is
hereby ratified, approved and confirmed in all respects.  Landlord and Tenant each hereby acknowledge
and confirm that, to the best of its respective knowledge, neither Landlord nor
Tenant is in default of any term or condition of the Lease.  In the event of a conflict between the Lease
and this Amendment, the terms of this Amendment shall govern.


 


WHEREFORE, the parties have hereunto set
their hands and seals as of the date first above written.


 


	
  LANDLORD:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SYNTA PHARMACEUTICALS CORP.

  
	
   

  	
   

  	
   

  
	
  /s/ Steven Colangelo

  	
   

  	
  By: 

  	
  /s/ Keith S. Ehrlich

  
	
  Steven Colangelo, signing as

  	
   

  	
   

  	
  Name: Keith S. Ehrlich

  
	
  Trustee of 125 Hartwell Trust and not

  	
   

  	
   

  	
  Title:   CFO

  
	
  individually and without recourse

  	
   

  	
   

  	
  Hereunto Duly Authorized

  
	
  against the Trustee personally or his

  	
   

  	
   

  
	
  assets

  	
   

  	
   

  



 


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EXHIBIT A


 


Plan Showing
Location of Additional Premises on First Floor of Building


 


[See attached]


 


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[FLOOR PLAN]


 


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