exhibit_10-3.htm


    Exhibit
10.3

    SECOND
AMENDMENT TO LEASE

    February
6, 2009

     

    This
Second Amendment to Lease ("Amendment") amends and
modifies that certain Lease dated March 25, 2004 and as amended April 1, 2004
between 2545
Central, LLC., a Colorado limited liability company as Landlord, and
Insmed
Incorporated, a Delaware corporation, as Tenant for the Premises located
at 2590 Central Avenue, Boulder, CO 80301 (the “Lease”).

     

    Tenant
wishes to have added to its Lease additional options to extend its
Lease.  The Lease is hereby amended by the following additional and
modified provisions.  For good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, Landlord and Tenant agree that
the Lease is modified as follows:

     

    1. Amendment:
The Summary of Basic Lease Terms of the Lease and the Lease provisions
incorporating said Summary provisions, are amended by adding the following
specified items to said provisions of the Summary of Basic Lease Terms of the
Lease, which shall become effective February 1 2009:

     

    13.  Renewal
Options:  Upon the completion of the current renewal options
which ends on February 28, 2013 and provided that Tenant is not then in default
under the terms and conditions of this Lease and that Tenant has not been in
default more than once during the Lease Term, Tenant will have the options to
renew and extend this Lease for four (4) additional terms consisting of an
initial term of seven (7) years and ten (10) months followed by terms of five
(5) years (the “Renewal Terms”) each to commence at the conclusion of the then
current Term.  The Renewal Terms will be on the same terms,
provisions, and conditions contained in this Lease, except that the Rent
Schedule will be modified to the Renewal Rent Schedule indicated on the Summary
of Basic Lease Terms for the Renewal Terms.  Regarding the First
Renewal Schedule, Tenant must give Landlord written notice of its exercise of
the First Renewal no later than March 1, 2012.  Thereafter, tenant
must give Landlord written notice of its exercise of each of its options not
less than one hundred and twenty (120) days prior to the expiration of the then
current Term of the Lease.  The Lease will be renewed and extended as
provided in this paragraph upon Landlord’s receipt of Tenant’s timely notice of
exercise. Failure to notify Landlord within such time period of the exercise of
these options will void the remaining options to renew, and the Lease shall
terminate at the conclusion of the then current Term.  The options
granted in this paragraph may not be transferred, assigned, or pledged by
Tenant; provided however, that an assignment of the Lease shall result in an
assignment of these options to the same entity.

    


    First
Renewal Rent Schedule

    March 1,
2013                                           through                                        December
31,
2013                                              $34,581.00
per month

    January 1,
2014                                           through                                        December
31,
2014                                              $35,515.00
per month

    January 1,
2015                                           through                                        December
31,
2015                                              $36,474.00
per month

    January 1,
2016                                           through                                        December
31,
2016                                              $37,458.00
per month

    January 1,
2017                                           through                                        December
31,
2017                                              $38,470.00
per month

    January 1,
2018                                           through                                        December
31,
2018                                              $39,508.00
per month

    January 1,
2019                                           through                                        December
31,
2019                                              $40,575.00
per month

    January 1,
2020                                           through                                        December
31,
2020                                              $41,671.00
per month

    


    Second
Renewal Rent Schedule:

               January
1,
2021                                           through                                        December
31,
2021                                              $42,796.00
per month

    January 1,
2022                                           through                                        December
31,
2022                                              $43,951.00
per month

    January 1,
2023                                           through                                        December
31,
2023                                              $45,138.00
per month

    January 1,
2024                                           through                                        December
31,
2024                                              $46,357.00
per month

    January 1,
2025                                           through                                        December
31,
2025                                              $47,608.00
per month

    


    Third
Renewal Rent Schedule:

    January 1,
2026                                           through                                        December
31,
2026                                              $48,894.00
per month

    January 1,
2027                                           through                                        December
31,
2027                                              $50,214.00
per month

    January 1,
2028                                           through                                        December
31,
2028                                              $51,570.00
per month

    January 1,
2029                                           through                                        December
31,
2029                                              $52,962.00
per month

    January 1,
2030                                           through                                        December
31,
2030                                              $54,392.00
per month

    


    Fourth
Renewal Rent Schedule:

    January 1,
2031                                           through                                        December
31,
2031                                              $55,861.00
per month

    January 1,
2032                                           through                                        December
31,
2032                                              $57,369.00
per month

    January 1,
2033                                           through                                        December
31,
2033                                              $58,918.00
per month

    January 1,
2034                                           through                                        December
31,
2034                                              $60,509.00
per month

    January 1,
2035                                           through                                        December
31,
2035                                              $62,142.00
per month

    


    2. Remainder
in Force and Effect:  Except as expressly modified in this
Amendment, all previous terms and provisions of the Lease remain in full force
and effect.  Capitalized terms not defined herein have the meanings
given such terms in the Lease.

     

    ***********

     

    


     

    IN
WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the day
and year first above written.

     

    LANDLORD:                                                                           TENANT:

     

    2545
Central,
llc                                                                                     Insmed
Incorporated

    


     

    By:                                                                By:                                                                

    Richard
L.
Hedges                                                                

               Authorized
Agent                                                                                                                                           

    


          Its:                                                                

    


    


    


    


    STATE OF
COLORADO                                                      )

    )
ss

    COUNTY OF
BOULDER                                                                )

     

    The
foregoing instrument was acknowledged before me this ___ day of ______, 2009 by
Richard L. Hedges as Authorized Agent for 2545 Central, LLC.

     

    Witness
my hand and official
seal.                                                                                     

     

    Notary Public

     

    My
commission expires:

     

    STATE OF
_____________                                                                )

    )
ss

    COUNTY OF
___________                                                                )

     

    The
foregoing instrument was acknowledged before me this ___ day of ______, 2009 by
_____________________ as _________________ of Insmed Incorporated.

     

    Witness
my hand and official
seal.                                                                                     

     

    Notary Public

     

    My
commission
expires:                                                                


    
      
        
           

          


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Companyâ