Exhibit 10.1


 


NINTH AMENDMENT OF LEASE


 


This
Ninth Amendment of Lease is made as of November 17, 2010 by and between
Bobson 333 LLC, a Massachusetts limited liability company (“Lessor”),
and ImmunoGen, Inc., a Massachusetts corporation (“Lessee”).


 


WHEREAS,
Lessor is the successor landlord and Lessee is the successor tenant under that
certain Lease dated June 21, 1988, as amended (collectively, the “Lease”)
relating to approximately 43,850 net rentable square feet of space (the “Leased
Premises”) in the South Building located at 333 Providence Highway,
Norwood, Massachusetts (the “Property”), as more fully described in the Lease
and shown on the “Lease Plan for Bobson Realty #321-333 Providence Highway,
Norwood, MA, dated June 12, 2003” attached hereto;


 


WHEREAS,
Lessor and Lessee wish to extend the term of the Lease, and amend certain other
terms therein as provided herein;


 


NOW,
THEREFORE, in consideration of $1.00 and other good and valuable consideration
and in consideration of the mutual covenants and agreements herein contained,
the receipt and sufficiency of which is hereby acknowledged by each of the
undersigned parties unto the other, the parties hereby agree to further amend
the Lease as follows:


 


1.                                      The Expiration
Date of the current term of the Lease shall be extended from June 30, 2011
to June 30, 2018 (the “Expiration Date”).


 


2.                                      The Yearly
Fixed Rent, also known as the Base Rent, shall be as follows:


 


a)                                     From the date
hereof through June 30, 2011, at an annualized rate of $824,750.00 payable
in monthly installments, in advance, on the first day of each calendar month,
in the amount of $68,729.00;


 


b)                                     From
July 1, 2011 through June 30, 2013, at an annualized rate of
$745,450.00 payable in monthly installments, in advance, on the first day of
each calendar month, in the amount of $62,120.83;


 


c)                                      From
July 1, 2013 through June 30, 2015, at an annualized rate of
$767,375.00 payable in monthly installments, in advance, on the first day of
each calendar month, in the amount of $63,947.92; and


 


d)                                     From July 1,
2015 through June 30, 2018, at an annualized rate of $789,300.00 payable
in monthly installments, in advance, on the first day of each calendar month,
in the amount of $65,775.00.


 


3.                                      Lessee shall
have the option to extend the term of this Lease for one additional 5-year
(five year) period by notifying Lessor in writing at least 180 days before the
Expiration Date.  If properly exercised,
the Lease Extension Term shall commence on July 1, 2018 and end on June 30,
2023 (the “Extension Term”).  During the
Extension Term, the Yearly Fixed Rent, also known as the Base Rent, shall be at
an annualized rate of $920,850.00 payable in monthly installments, in advance,
on the first day of each calendar month, in the amount of $76,737.50.


 


Lessee’s
right to extend the term of this Lease for the Extension Term is expressly
conditioned upon Lessee not being in default of its payment and performance 


 

















 


obligations
under this Lease (after the expiration of any applicable grace or cure period),
both at the time it exercises its option to extend the term and at the
commencement of the Extension Term. 
During the Extension Term, all other terms of the Lease shall remain in
full force and effect.  This extension
option shall be Lessee’s sole extension and/or renewal option under the Lease.


 


4.                                      Provided that
Lessee is not in default of its payment and performance obligations under this
Lease (after the expiration of any applicable grace or cure period) at the time
it receives Lessor’s Notice of RoFO Premises (as defined below), and subject to
the  rights of any existing tenant then
occupying the applicable RoFO Premises, Lessee shall have an ongoing
right of first offer to lease any space that becomes available in the North
Building (the “RoFO Premises”)
of the Property, subject to the following terms and conditions:


 


Before Lessor offers to lease the RoFO Premises at any time, in whole
or in part, to a third party, Lessor shall offer to lease such space to Lessee
in writing (“Lessor’s Notice of RoFO Premises”).
Lessee shall then have thirty (30) days from receipt of Lessor’s Notice of RoFO
Premises to accept the terms and conditions of Lessor’s Notice of RoFO Premises
by notifying Lessor, in writing, of its intent to lease the RoFO Premises on
said terms and conditions.  The Annual
Fixed Rent for the RoFO Premises during the term shall be calculated at the
same per square foot rate as the Annual Fixed Rent for Lessee’s existing
Premises. All other non-economic terms and conditions shall apply, except that
Lessee’s pro rata share for real estate taxes and common area charges, and for
Lessee’s parking allocation, shall be increased to reflect the addition of the
applicable RoFO Premises.   The RoFO
Premises shall be delivered in compliance with all applicable laws and
regulations, with all systems in good working condition, broom clean and free
of all debris and personal property


 


If Lessee does not so notify Lessor of its intent to lease the RoFO
Premises designated in Lessor’s Notice of RoFO Premises within said thirty (30)
day period, then Lessor shall be free to lease said RoFO Premises to a third
party; provided that if Lessor fails to execute a lease agreement with a third
party upon substantially the same economic terms and conditions as those set
forth in Lessor’s Notice of RoFO Premises within one hundred eighty (180) days
after the expiration of said thirty (30) day period, Lessor shall be required
to send Lessee another Lessor’s Notice of RoFO Premises with respect to said
RoFO Premises.


 


5.                                      All capitalized
terms used herein shall have the same meaning as set forth in the Lease, unless
otherwise defined herein.


 


6.                                      Each party
represents and warrants to the other that it has not dealt with any broker or
finder in connection with the consummation of the transactions contemplated by
this Ninth Amendment, and in the event of any brokerage claim against either
party predicated upon an allegation that the other party involved a broker or
finder in the transaction, the other party shall exonerate, indemnify and hold
harmless the party against whom the claim is made from and against all loss,
cost, damage and expense (including reasonable attorneys’ fees) incurred in
connection with such claim.


 

















 


7.                                      Lessee hereby
represents and warrants to Lessor that: (a) the Lease is in full force and
effect; and (b) to the best of Lessee’s knowledge, the Lessor is not in
default in the performance of or compliance with any provision of the Lease and
Lessee has no claim, nor knowledge of any state of facts that, with the giving
of notice or the passage of time, or both, would give rise to a claim, against
Lessor for any default by Lessor under the Lease.


 


8.                                      The Lease is
hereby ratified and confirmed in its entirety and, except as modified and
amended hereby, shall remain unmodified and in full force and effect.


 


Executed
as a sealed instrument as of the date first written above.


 


LESSOR:


Bobson
333 LLC, a Massachusetts limited liability company


 


 


	
  By:

  	
  /s/
  James H. Mitchell

  	
   

  
	
   

  	
  James
  H. Mitchell its Manager, and not individually

  	
   

  
	
   

  	
   

  	
   

  
	
  LESSEE:

  	
   

  
	
  ImmunoGen, Inc., a Massachusetts corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Daniel M. Junius

  	
   

  
	
   

  	
  Daniel M.
  Junius, its President,

  	
   

  
	
   

  	
  duly
  authorized

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Gregory D. Perry

  	
   

  
	
   

  	
  Gregory D.
  Perry, its Treasurer,

  	
   

  
	
   

  	
  duly
  authorized