**Exhibit10.2**

 

File #13251-032

 

 

**AMENDMENT TO LEASE**

 

                                                THIS AMENDMENT TO LEASE (Amendment) datedApril 18, 2007 by and between EASTPARK AT 8A having an office at 1000 EastparkBoulevard, Cranbury, NJ  08512,(hereinafter called the “Landlord”); and PHARMACOPEIA DRUG DISCOVERY, INC.,having an office at 3000 Eastpark Boulevard, Cranbury, NJ 08512 (hereinaftercalled the "Tenant").

 

WITNESSETH: -

 

                                                WHEREAS, The Landlord and the Tenant'spredecessor, Pharmacopeia, Inc., entered into a Lease Agreement dated August25, 2003 for the entire Building at 3000 Eastpark Boulevard, Cranbury, NJconsisting of 58,852 square feet: and

 

                                                WHEREAS, the parties hereby confirm thatthe Lease Expiration Date is August 31, 2016; and

 

                                                WHEREAS, said Lease was assigned to, andassumed by, Pharmacopeia Drug Discovery, Inc.; and

 

                                                WHEREAS, the parties now wish to amendthe existing Lease.

 

                                                NOW, THEREFORE, the parties heretocovenant and agree as follows:

 

                                                1.                                       Pursuant to paragraph 4.1 of the Lease, Tenantwas permitted to utilize, exclusively for storage, the basement in the Building,consisting of 6,297 rentable square feet, for an initial Base Rent of $4.00 persquare foot.  Tenant now intends toconstruct a vivarium in the basement space ("Project").  Paragraph 4.1 (a) of the Lease shall bemodified to provide that the Initial Base Rent for the basement space shallincrease from $4.00 per square foot to $12.80 per square foot, effective uponthe earlier of (a) the issuance of a final or temporary CO/CA by the Townshipof South Brunswick, or (b) June 1, 2007. Such Initial Base Rent shall be adjusted over time in accordance withthe provisions of paragraph 4.1 (b) of

 

 

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the Lease, withall adjustments to be made at the same time as the adjustments in Base Rent aremade for the balance of the Building.

 

                                                2.                                       The cost of construction of the Projectshall be borne entirely by Tenant. Tenant shall have the right to utilize its own general contractor toperform the construction, subject to the approval of that contractor byLandlord, which approval shall not be unreasonably withheld.  Tenant shall also be responsible forobtaining all permits and inspections for the construction.  Landlord will cooperate with Tenant, to theextent necessary, to allow permits to be obtained. Tenant agrees not to occupythe space that is subject to the construction until the issuance of a CO/CA.

 

                                                3.                                       Landlord shall receive a supervisory feeof 3% of the Total Construction Cost of the Project.  "Total Construction Cost" shall bedefined as base contract cost plus the cost of all change orders.  The supervisory fee shall be paid to Landlordon a monthly basis at the same time as payments are made to the Tenant'sgeneral contractor, and shall be calculated based on 3% of the payments made byTenant to the general contractor or directly to any sub-contractor.

 

                                                4.                                       Prior to obtaining a building permit forthe Project, Tenant shall provide the following to Landlord:

 

a.                                       One complete signed and sealed set ofconstruction drawings and specifications for the Project;

 

b.                                      A copy of all signed constructioncontracts;

 

c.                                       The final construction budget;

 

d.                                      Certificates of insurance from thegeneral contractor, and all sub-contractors with whom contracts have beensigned, naming the Landlord as an additional insured;

 

e.                                       Tenant shall require its architect andengineer to enter into an agreement with Landlord that will, in the event of aTenant default, assign to the Landlord, at no additional cost, the right to usethe drawings and specifications.

 

 

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                                                5.                                       At the completion of the Project, Tenant'sarchitect and engineer shall certify to Landlord that the Project was constructedin accordance with the plans and specifications.  Tenant shall also provide Landlord with oneset of as-built drawings, in .pdf or .tiff format, and also in cad format.

 

                                                6.                                       The vivarium shall be used for biopharmaceuticalresearch and development and the handling and testing of rodents (the"Permitted Animals"), and for no other purpose or use.  If Tenant proposes to use any animals otherthan the Permitted Animals in its operations, it shall first obtain the priorwritten consent of Landlord, which Landlord shall not unreasonablywithhold.  Animal testing, solely of thePermitted Animals, shall be permitted, subject to the following:

 

a.                                       All testing shall be conducted in accordancewith applicable governmental rules and regulations and recognized guidelines ofthe scientific community;

 

b.                                      Tenant shall assure that all deadanimals, any part thereof or any waste products related thereto, shall bedisposed of, at its own cost, in accordance with all governmental rules andregulations and /or recognized guidelines of the scientific community; and

 

c.                                       No odors, noises or any similar nuisanceshall be permitted to migrate from the vivarium to the outside air.

 

d.                                      In the event Tenant violates theconditions of this paragraph 6, it shall be considered a default under theprovisions of the Lease and Landlord shall have all the rights and remedies towhich it is entitled with regard to any other default on the part of theTenant.

 

e.                                       Said uses are expressly subject to allapplicable zoning ordinances, rules and regulations of any governmentalinstrumentalities, boards or bureaus having jurisdiction thereof.  Tenant's use of the Leased Premises shall notinterfere with the peaceable and quiet use and enjoyment by other tenants at theirrespective leased premises located at the Building or in the Office Park.

 

 

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7.                                       Except as set forth above, all otherterms and conditions of the Lease shall remain in full force and effect,unimpaired and unmodified.

 

8.                                       The parties mutually represent to eachother that Cushman & Wakefield, Inc. is the broker that negotiated and consummatedthe within transaction, and that neither party dealt with any other broker inconnection with this Amendment.  In theevent either party violates this representation, it shall indemnify and defendand hold the other party harmless from all claims and damages.  It is agreed that the Landlord shall beresponsible, at its sole cost and expense, to pay the brokerage commission inconnection with this Amendment.

 

9.                                       This Amendment shall be binding upon theparties hereto, their heirs, successors and assigns.

 

IN WITNESS WHEREOF, the parties hereto have hereuntoset their hands and seals or caused these presents to be executed by theirproper corporate officers and caused their proper corporate seals to behereunto affixed the day and year first above written.

 

 

|   | EASTPARK AT 8A |
|--------|----------------|
|   |           |   |
|   |           |   |
|   |           |   |
|   | BY:            | /s/ A. JOSEPH  STERN |
|   |           | A. Joseph Stern,  Partner |

 

 

 

 

|   | PHARMACOPEIA  DRUG DISCOVERY, INC. |
|--------|------------------------------------|
|   |                               |   |
|   |                               |   |
|   |                               |   |
|   | BY:                                | /s/ BRIAN M.  POSNER |
|   |                               | Brian M. Posner,  CPA, MBA*Executive Vice President, Chief Financial Officer  and Treasurer* |

 

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