Exhibit 10.13

 


	

    	
LEASE AGREEMENT   BETWEEN WE GEORGE STREET, L.L.C. ("LANDLORD") AND KOLLTAN   PHARMACEUTICALS INC. ("TENANT")
    




 









	

    	
TABLE OF   CONTENTS 1. Basic Lease Information. 1 2. Lease Grant. 4 3. Commencement Date   Certificate 4 4. Rent. 4 5. Expenses and Taxes, 5 6. Compliance with Laws;   Use 9 7. Security Deposit and Assignment of Personal Property. 10 8. Services   to Be Furnished by Landlord. 11 9. Leasehold Improvements. 12 10. Repairs and   Alterations. 13 11. Utility Charges. 16 12. Entry by Landlord 17 13.   Assignment and Subletting. 17 14. Liens. 19 15. Indemnity and Waiver of   Claims. 20 16. Insurance. 20 17. Subrogation. 21 18. Casualty Damage. 21 19.   Condemnation 22 20. Events of Default 23 21. Remedies. 24 22. Limitation of   Liability. 25 23. No Waiver 25 24. Quiet Enjoyment. 25 25. Intentionally   Omitted. 26 26. Holding Over 26 27. Subordination to Mortgages; Estoppel   Certificate 26 28. Attorney's Fees 27 29. Notice. 27 30. Excepted Rights. 28   31. Surrender of Premises. 28 32, Environmental Compliance. 29 33.   Miscellaneous. 32 34. Option to Expand. 34 35. Renewal 35 36. Entire   Agreement. 36
    




 









	

    	
LEASE AGREEMENT   This Lease Agreement (the "Lease") is made and entered into as of   the 5th day of January, 2009 (the "Effective Date") , by and   between WE GEORGE STREET, L.L.C., a Delaware limited liability company   ("Landlord") and KOLLTAN PHARMACEUTICALS INC., a Delaware   corporation ("Tenant"). 1. Basic Lease Information. (a)   "Building" shall mean the building located at 300 George Street,   New Haven, Connecticut, as more particularly described on Exhibit A to this   Lease. (b) "Rentable Square Footage of the Building" is deemed to   be 518,940 square feet. (c) "Premises" shall mean that certain   space on the 5th Floor of the Building consisting of approximately 7,775 rentable   square feet of space substantially as shown on the Floor Plan attached hereto   as Exhibit A-1 to the Lease, in the aggregate, subject to confirmation of   actual area of the Floor Plan following completion of the Initial   Alterations. (d) "Lab Space" shall mean that certain space on the   5th floor of the Building consisting of approximately 3,888 rentable square   feet of space (the "Rentable Square Footage of the Lab Space")   substantially as shown on the Floor Plan attached hereto as Exhibit A-2 to   the Lease. (e) "Office Space" shall mean that certain space on the   5th floor of the Building consisting of approximately 3,887 rentable square   feet of space (the "Rentable Square Footage of the Office Space")   substantially as shown on the Floor Plan attached hereto as Exhibit A-2 to   the Lease. Notwithstanding the definition of Lab Space and Office Space set   forth herein, Landlord and Tenant agree that the exact breakdown of the Lab   Space and Office Space square footage remains to be confirmed (though not to   exceed approximately 7,775 rentable square feet in the aggregate), and both   parties agree, once the square footage has been confirmed, to modify the   Lease to reflect the correct square footage of each space, and adjust the   Base Rent and Tenant's Pro Rata Share, as necessary. (f) "Base   Rent": Period Rent Per RSF Annual Base Rent Monthly Installments From   the Lab Space Rent Commencement Date to the day prior to the Office Space   Rent Commencement Date 3,888 rsf at $24.88 $96,733.44 $8,061.12
    




 









	

    	
From the Office   Space Rent 7,775 rsf at $24.88 $193,442.00   $16,120.17 Commencement Date through the end of Lease Year 1 Lease Year 2 7,775 rsf at $25.21 $196,007.75   $16,333.98 Lease Year 3 7,775 rsf at $25.54 $198,573.50 $16,547.79 (g) "Additional   Rent" means all sums (exclusive of Base Rent) that Tenant is required to pay under this Lease. (h) "Rent" means,   collectively, Additional Rent and Base Rent. (i) "Lease Year" means   for the first Lease Year the period commencing on the Commencement Date,   through the Office Space Rent Commencement   Date, and ending on the last day of the 12th   full month after the Office Space Rent   Commencement Date (unless the Office Space Rent Commencement Date is the   first day of the month, in which event the first Lease Year shall end on the day prior to the first anniversary of the   Office Space Rent Commencement Date) and each Lease Year thereafter shall be   the 12 month period immediately following the expiration of the preceding   Lease Year. (j) "Tenant's Pro Rata Share" shall be .75% from the   Lab Space Rent Commencement Date through the day prior to the Office Space   Rent Commencement Date, and 1.50% from and after the Office Space Rent Commencement Date   and, if recalculated shall be the quotient   of the Rentable Square Footage of the Lab Space or the Rentable Square   Footage of the Office Space, as the case   may be, divided by the Rentable Square footage of the Building. (k)   "Term" means three (3) Lease Years, unless sooner terminated or   extended, in accordance with the provisions set forth herein. (I) "Commencement   Date" means the Effective Date of this Lease. (m) "Lab Space   Rent Commencement Date" means the date which is the earlier to occur of   (i) the date of Substantial Completion of the Initial Alterations for the Lab   Space (as defined on Exhibit C), or (ii) the date which is one hundred eighty (180) days from the   Effective Date. (n)   "Office Space Rent Commencement Date" means the date which is the   earlier to occur of (i) the date of Substantial Completion of the Initial   Alterations for the Office Space (as defined on Exhibit C), or (ii) the   date which is one hundred eighty (180) days from the Effective Date. (o)   "Termination Date" means the last day of Lease Year 3. (p)   "Tenant Allowance" means$ 162,500.00, which is $20.90 per rentable   square foot of the Premises for Initial   Alterations in accordance with Exhibit   C attached hereto.
    




 









	

    	
(q)   "Security Deposit" means   $32,240.33. (r) "Guarantor" NONE. (s)   "Broker" NONE. (t) "Permitted Use" means general office use and operation of dry or wet bench   laboratory research facilities limited to those meeting the National   Institutes of Health and Centers for Disease Control and Prevention for   bio-safety levels ("BSLs") BSL-1 and BSL-2 and in no event for any   use/research involving infectious diseases, other than as permitted in BSL-1   and BSL-2. (u) "Notice Addresses": Tenant: Kolltan   Pharmaceuticals Inc. 300 George Street New Haven, Connecticut 06510 Landlord:   WE George Street, L.L.C. Winstanley Enterprises LLC 150 Baker Avenue   Extension, Suite 303 Concord, Massachusetts 01742 Attention: Mr. Carter J.   Winstanley (v) "Law(s)" means all applicable statutes, codes, ordinances, orders, rules   and regulations of any municipal or governmental entity, as well as any   judicial or administrative interpretation thereof, including without   limitation, Laws related to the environment and human health and safety. (w) "Property" means the   Building and other related improvements together with the parcel( s) of land on which they are located. (x) "Laboratory Area" means any areas within the Premises having (i) 2 hour fire   walls separating such Laboratory Area from non-Laboratory Areas in the   Premises and (ii) negative air pressure relative to the air pressure in other   areas of the Premises. (y) "Substantial   Completion" shall have the   meaning ascribed to it in Exhibit C. (z) "Initial Alterations" shall have the meaning ascribed to it in Exhibit C. (aa) "BOMA" means a measurement of rentable or useable square footage of   space using the current Building Owners and Managers Association International   ANSI Z65.1 method of measurement. (bb) "Property Manager" means Winstanley Property Management.
    




 









	

    	
 2. Lease Grant. (a) From and   after the Commencement Date, Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord, together   with the right in common with others to use any portions of the Property that   are designated by Landlord for the common use of tenants and others, such as   sidewalks, common corridors, elevator foyers, restrooms, and lobby areas (the   "Common Areas"). (b) Tenant represents that Tenant has inspected   the Premises and the Building and is thoroughly acquainted with their   condition and, except for latent defects, takes the Premises "as   is", and the taking of possession by Tenant shall be conclusive evidence   that the Premises and the Building were in good and satisfactory condition at   the time possession was taken by Tenant, other than for latent defects.   Except as may be expressly set forth in this Lease, neither Landlord nor Landlord's   agents have made any representations or promises with respect to the   condition of the Building, the Premises, the Property or any other matter or   thing relating to or affecting the Building or the Premises, and no rights,   easements or licenses are acquired by Tenant by implication or otherwise. (c)   Landlord represents that on the Commencement Date, the Building and the   Premises, including without limitation the electrical, plumbing, HVAC and   security systems serving the Building and Premises shall be in good working   order and condition, and the roof and windows of the Building and ceiling and   windows of the Premises shall be free of leaks. (d) Landlord and Tenant agree   that measurements of the rentable and usable square footage of the Building   and the Premises shall be determined by using BOMA. 3. Commencement Date Certificate. Tenant shall   use commercially reasonable efforts to cause Substantial Completion of the   Initial Alterations for the Lab Space on or before May 1, 2009, and to cause   Substantial Completion of the Initial Alterations for the Office Space on or   before the date which is one hundred eighty (180) days from the Effective   Date. Landlord and Tenant shall execute a certificate confirming the Lab   Space Rent Commencement Date and the Office Space Rent Commencement Date   promptly after the occurrence of each. The Term of this Lease shall expire,   unless earlier extended or terminated in   accordance with the terms hereof, on the scheduled Termination Date, 4. Rent. (a) As   consideration for this Lease, Tenant shall pay Landlord, without any setoff   or reduction, the total amount of Base Rent and Additional Rent when due   throughout the Term. The obligation to pay Rent is an independent covenant of   Tenant. Tenant shall pay and be liable for all rental, sales and use taxes (but excluding income taxes payable by   Landlord), if any, imposed upon or measured by Rent under applicable Law.   Base Rent and recurring monthly charges of Additional Rent shall be due and payable in advance on the first   day of each calendar month without
    




 









	

    	
notice or   demand. Tenant's obligation to pay Base Rent and Additional Rent for the Lab   Space shall commence on the Lab Space Rent Commencement Date and Tenant's   obligation to pay Base Rent and Additional Rent for the Office Space shall   commence on the Office Space Rent Commencement Date. All other items of Rent   shall be due and payable by Tenant on or before 30 days after billing by   Landlord. All payments of Rent shall be by good and sufficient check or by   other means (such as automatic debit or electronic transfer) acceptable to   Landlord. If Tenant fails to pay any item or installment of Rent within five   (5) days of the date when due, Tenant shall pay Landlord an administrative fee equal to 5% of the past due   Rent. If a commencement date occurs on a day other than the first day of a   calendar month or if the Term terminates on a day other than the last day of   a calendar month, the monthly Base Rent and Tenant's Pro Rata Share of any   Taxes (defined in Article 5) or   Expenses (defined in Article 5) for the month shall be prorated based on the   number of days in such calendar month. Landlord's acceptance of less than the   correct amount of Rent shall be considered a payment on account of the   earliest Rent due during the term. No endorsement or statements on a check or   letter accompanying a check or payment shall be considered an accord and   satisfaction, and either party may accept the check or payment without   prejudice to that party's right to recover the balance or pursue other   available remedies. (b) This Lease is intended by the parties hereto to be a   so-called net lease and the Base Rent shall be received by Landlord net of   all costs and expenses related to the Property, the Building and the   Premises, except as otherwise set forth herein. Tenant shall pay to Landlord,   in addition to Tenant's obligation to pay its Pro Rata Share of Expenses (as   defined below) and Taxes (as defined below), all other costs which are   specifically set forth herein as being the obligation of Tenant, to Landlord,   as Additional Rent. 5. Expenses and Taxes. (a) Commencing on the applicable   Rent Commencement Date, Tenant shall pay Tenant's Pro Rata Share of Expenses   and Taxes for each calendar year during the Term for the Lab Space and/or   Office Space, as applicable. Landlord shall provide Tenant with a good faith   estimate of the Expenses and of the Taxes for each calendar year during the   Term. On or before the first day of each month, Tenant shall pay to Landlord   a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of   Landlord's estimate of the Expenses and Taxes. If Landlord determines that   its good faith estimate of the Expenses or of the Taxes was incorrect by a   material amount, Landlord may provide Tenant with a revised estimate. After   its receipt of the revised estimate, Tenant's monthly payments shall be based   upon the revised estimate. If Landlord does not provide Tenant with an   estimate of the Expenses or of the Taxes by January 1 of a calendar year,   Tenant shall continue to pay monthly installments based on the previous   year's estimate(s) until Landlord provides Tenant with the new estimate. Upon   delivery of the new estimate, an adjustment shall be made for any month for   which Tenant paid monthly installments based on the previous year's   estimate(s). Tenant shall pay Landlord the amount of any underpayment within   30 days after receipt of the new estimate. Any overpayment shall be, at   Landlord's option, refunded to Tenant within 30 days or credited against the   next due future installment(s) of Additional Rent. (b) As soon as is   practical following the end of each calendar year, Landlord shall furnish   Tenant with a statement of the actual Expenses and Taxes for the prior   calendar year.
    




 









	

    	
If the   estimated Expenses and/or estimated Taxes for the prior calendar year is more   than the actual Expenses and/or actual Taxes, as the case may be, for the   prior calendar year, Landlord shall, at Landlord's option either refund the   overpayment within 30 days following the delivery of the statement or apply   any overpayment by Tenant against Additional Rent due or next becoming due,   provided if the Term expires before the determination of the overpayment,   Landlord shall refund, within 30 days after the delivery of the statement,   any overpayment to Tenant after first deducting the amount of Rent due. If   the estimated Expenses and/or estimated Taxes for the prior calendar year is   less than the actual Expenses and/or actual Taxes, as the case may be, for   such prior year, Tenant shall pay Landlord, within 30 days after its receipt   of the statement of Expenses and/or Taxes, any underpayment for the prior   calendar year. (c) "Expenses" means all   costs and expenses incurred in each calendar year in connection with   operating, maintaining, repairing, and managing the Building and the Property   including, but not limited to: (i) Labor costs, including wages, salaries,   social security and employment taxes, medical and other types of insurance,   uniforms, training, and retirement and pension plans. (ii) Management fees,   the cost of equipping and maintaining a management office, accounting and   bookkeeping services, legal fees not attributable to leasing or collection   activity, and other administrative costs. Landlord, by itself or through an   affiliate, shall have the right to directly perform or provide any services   under this Lease (including management services), provided that the cost of   any such services shall not exceed the cost that would have been incurred had   Landlord entered into an arms-length contract for such services with an   unaffiliated entity of comparable skill and experience. (iii) The cost of   services, including amounts paid to service providers and independent   contractors and the rental and purchase cost of parts, suppliers, tools and   equipment. (iv) Premiums and deductibles paid by Landlord for insurance,   including workers compensation, causes of loss — special form, earthquake,   general liability, rental loss, environmental, elevator, boiler and other   insurance customarily carried from time to time by owners of comparable buildings. (v) Electrical Costs (defined below)   and charges for water, gas, steam and sewer, allocable to the Common Areas of   the Building but excluding those charges for which Landlord is reimbursed by   tenants. "Electrical Costs" means charges paid by   Landlord for electricity; costs incurred in connection with an energy   management program for the Property; and, if and to the extent permitted by   Law, a fee for the services provided by Landlord in connection with   the selection of utility companies and the negotiation and administration of   contracts for electricity, provided that such fee shall not exceed 50% of any   savings obtained by Landlord. Electrical Costs shall be adjusted as follows: (A) amounts received by Landlord   as reimbursement for electrical consumption metered to Tenant as set forth in   Section 1 I shall be deducted from Electrical Costs; (B) the cost of   electricity incurred to provide overtime IIVAC to specific   tenants (as reasonably
    




 









	

    	
estimated by   Landlord) shall be deducted from Electrical Costs; and (c) the cost of   electricity consumed by tenants (and/or Landlord's affiliates, as a tenant)   for all other tenant spaces in the Building shall be deducted from Electrical   Costs. (vi) The cost of all window and other cleaning and janitorial provided   to the Common Areas, snow and ice removal and security services. (vii) The   cost of maintenance, repair and replacement of (A) exterior and interior   plantings and landscaping and (B) Common Areas, including, without   limitation, driveways and sidewalks. (viii) The amortized cost of capital   improvements (as distinguished from replacement parts or components installed   in the ordinary course of business) and alterations and improvements made to   the Property which are: (A) performed primarily to reduce operating expenses   costs or otherwise improve the operating efficiency of the Property; or (B)   required to comply with any Laws. The cost of capital improvements shall be   amortized by Landlord over the useful life as determined by generally   accepted accounting principals (GAAP). The amortized cost of capital   improvements shall include actual or imputed interest at the rate that   Landlord would reasonably be required to pay to finance the cost of the   capital improvement. (ix) If Landlord incurs Expenses for the Property   together with one or more other buildings or properties, whether pursuant to   a reciprocal easement agreement, common area agreement or otherwise, the   shared costs and expenses shall be equitably prorated and apportioned between   the Property and the other buildings or properties. (x) Expenses shall not   include: the cost of capital improvements (except as set forth in subsection   (viii) above); depreciation; interest (except as provided in subsection   (viii) above for the amortization of capital improvements); principal payments   of mortgage and other non- operating debts of Landlord; the cost of repairs   or other work to the extent Landlord is reimbursed by insurance or   condemnation proceeds; costs in connection with leasing space in the   Building, including brokerage commissions; lease concessions, including   rental abatements and construction allowances granted to specific tenants;   costs incurred in connection with the sale, financing or refinancing of the   Property; fines, interest and penalties incurred due to the late payment of   Taxes or Expenses; costs, expenses, fines, penalties, and fees including   legal and other professionals and consultants, related to, or incurred in   connection with, remediation of existing pollution of the soil and   groundwater at the Property including without limitation pursuant to any   applicable Remedial Action Plan, and costs for imposing ELURs (as defined below); organizational expenses associated with the creation and operation of the entity which constitutes   Landlord; payments, fines, liabilities, penalties, fees, costs and expenses   including legal fees, costs and expenses incurred by Landlord in connection   with any claims, action, lawsuit, settlement or judgment to the extent the   other party prevails; or any penalties or damages that Landlord pays to   Tenant under this Lease or to other tenants in the Building under their   respective leases. If the Building is not at least 95% occupied during any   calendar year or if Landlord is not supplying services to at least 95% of the   total Rentable Square Footage of the Building at any time during a calendar   year, Expenses shall, at
    




 









	

    	
Landlord's   option, be determined as if the Building has been 95% occupied and Landlord   had been supplying service to 95% of the Rentable Square Footage of the   Building during that calendar year. (d) Taxes Defined. "Taxes"   shall mean: (i) all real estate taxes and other assessments on the Building   and/or Property, including, but not limited to, assessments for special   improvement districts and building improvement districts, taxes and   assessments levied in substitution or supplementation in whole or in part of   any such taxes and assessments and the Property's share of any real estate   taxes or assessments under any reciprocal easement agreement, common area   agreement or similar agreement as to the Property; (ii) all personal property   taxes for property that is owned by Landlord and used in connection with the   operation, maintenance and repair of the Property (provided, however, if   Landlord incurs personal property taxes for property used in connection with   the operation, maintenance and repair of other buildings or properties in   addition to the Property, the shared personal property taxes will be   equitably prorated and apportioned between the Property and the other   buildings or properties) ; and (iii) all costs and fees incurred in   connection with seeking reductions in any tax liabilities described in (i)   and (ii), including, without limitation, any costs incurred by Landlord for   compliance, review and appeal of tax liabilities. Without limitation, Taxes   shall not include any income, capital levy, franchise, capital stock, gift,   estate or inheritance tax. If an assessment is payable in installments, Taxes   for the year shall include the amount of the installment and any interest due   and payable during the year. For all other real estate taxes, Taxes for that   year shall, at Landlord's election, include either the amount accrued or   assessed for the year or the amount due and payable for that year, provided   that Landlord's election shall be applied consistently throughout the Term.   If a change in, or abatement of, Taxes is obtained for any year of the Term   during which Tenant paid Tenant's Pro Rata Share of any Taxes, then Taxes for   that year will be retroactively adjusted and Landlord shall provide Tenant,   within thirty (30) days of such adjustment, with a refund, if any, based on   the adjustment. Tenant shall pay Landlord the amount of Tenant's Pro Rata   Share of any such increase in the Taxes within 30 days after Tenant's receipt   of a statement from Landlord. (e) Audit Rights. Tenant may, within 90 days   after receiving Landlord's statement of Expenses and Taxes, give Landlord   written notice ("Review Notice") that Tenant intends to review   Landlord's records of the Expenses and Taxes for that calendar year. Within   ten (10) business days after receipt of the Review Notice, Landlord shall   make all pertinent records available for inspection that are reasonably   necessary for Tenant to conduct its review. Tenant may inspect the records at   the office of Landlord or Landlord's property manager. If Tenant retains an   agent to review Landlord's records, the agent must be with a licensed CPA   firm and such agent shall not be compensated based on a percentage of   improper charges identified by the audit. Except as set forth below,   Tenant shall be solely responsible for all costs, expenses and fees incurred   for the audit. Within 60 days after the records are made available to Tenant,   Tenant shall have the right to give Landlord written notice (as   "Objection Notice") stating in reasonable detail any objection to   Landlord's statement of Expenses or Taxes for that year. If Tenant fails to   give Landlord an Objection Notice within the 60 day period or fails to   provide Landlord with a Review Notice within the 90 day period described   above, Tenant shall be deemed to have approved Landlord's statement of   Expenses or Taxes and shall be barred from raising any claims regarding the   Expenses or Taxes for that year based solely on the documents, provided,   however, Tenant reserves its right to make a claim arising out of information   that was not previously provided to its   auditor so long as such
    




 









	

    	
information   materially changes the result of the audit. If Tenant provides Landlord with   a timely Objection Notice, Landlord and Tenant shall work together in good   faith to resolve any issues raised in Tenant's Objection Notice. If Landlord   and Tenant determine that Expenses or Taxes for the calendar year are less than reported, Landlord shall provide   Tenant at Landlord's option either a refund of the amount of overpayment   within 30 days thereafter or with a credit against the next installment of   Rent in the amount of any overpayment by Tenant. Likewise, if Landlord and   Tenant determine that Expenses or Taxes for the calendar year are greater   than reported, Tenant shall pay Landlord the amount of any underpayment   within 30 days. The records obtained by Tenant shall be treated as   confidential. In no event shall Tenant be permitted to examine Landlord's   records or to dispute any statement of   Expenses or Taxes unless Tenant has paid and continues to pay all Rent when   due. In the event that Tenant's audit determines Landlord's statement of   actual Expenses is, in the aggregate, less than reported by an amount that   exceeds five percent (5%), Landlord shall reimburse Tenant for the   out-of-pocket costs, expenses and fees paid by Tenant to its auditor, not to   exceed $2,500.00. (f) Personal Property Taxes. Tenant shall pay for all ad valorem taxes on its personal property, and on the value of all tenant improvements   to the extent the improvements exceed a building   standard build-out. (g) Expenses   for Indemnification. Notwithstanding anything contained in this Lease to the   contrary, Landlord shall not be entitled to pass through any costs or   expenses incurred by Landlord in connection with Landlord's indemnification   of Tenant pursuant to this Lease, and such costs and expenses shall not be   included in Rent. 6. Compliance with   Laws; Use. The Premises shall be used only for the Permitted Use and for no other use   whatsoever. Tenant shall not use or permit the use of the Premises for any   purpose which is illegal, dangerous to persons or property or which, in   Landlord's reasonable opinion, unreasonably disturbs any other tenants of the   Building or interferes with the operation of the Building. Landlord   represents that, on the Commencement Date, the Common Areas and Premises   shall comply with all applicable Laws, including, without limitation, the   Americans with Disabilities Act Accessibility Guidelines for Buildings and   Facilities (the "ADAAG") and with all applicable Regulations of the   National Board of Fire Underwriters, including compliance and with the   National Fire Code Bulletins, NFPA 30 (the Flammable and Combustible Liquids   Code) and NFPA 45 (the standard for Fire Protection in Laboratories using   Chemicals). Tenant shall comply with all applicable Laws, including, without   limitation, the ADAAG and with all applicable Regulations of the National   Board of Fire Underwriters, including Compliance and with the National Fire   Code Bulletins, NFPA 30 and NFPA 45, as well as all applicable zoning laws   regarding the operation of Tenant's business and the use, condition,   configuration and occupancy of the Premises from and after the Commencement   Date. Tenant and Landlord, within 10 days after receipt, shall each provide   the other with copies of any notices it receives regarding a violation of any   Laws with respect to the Premises. Tenant shall comply with the rules and   regulations of the Building attached as Exhibit B and such other reasonable rules and regulations   adopted by Landlord from time to time. Tenant shall also cause its agents, contractors, subcontractors,   employees, customers, and subtenants to
    




 









	

    	
comply with all   rules and regulations. Landlord shall not knowingly discriminate against   Tenant in Landlord's enforcement of the rules and regulations. 7. Security Deposit and Assignment of Personal   Property. The Security Deposit shall be delivered to Landlord upon the   execution of this Lease by Tenant and shall be held by Landlord without   liability for interest as security for the performance of Tenant's   obligations. The Security Deposit is not an advance payment of Rent or a   measure of Tenant's liability for damages. In lieu of all cash, Tenant may   provide Landlord with an unconditional, irrevocable, assignable letter of   credit, (the "Letter of Credit") for all or a   portion of the Security Deposit. In the event Tenant furnishes the Letter of   Credit, the Letter of Credit shall be on the   following terms and conditions: (i) issued by a commercial bank acceptable to   Landlord, which bank must have a counter for presentment in New Haven or   Hartford, Connecticut; (ii) having a term which shall have an expiration date   not sooner than 60 days after the Termination Date, however, if the Letter of   Credit has an earlier expiration date, it shall contain a so-called   "evergreen clause" and be automatically renewed prior to the stated   expiration date(s) until a date that is not sooner than 60 days after the   Termination Date; (iii) available for negotiation by draft(s) at sight   accompanied by a statement signed by Landlord stating that the amount of the   draw represents funds due to Landlord (or its successors and assigns) due to   the failure of Tenant to pay Base Rent and/or Additional Rent when due or   otherwise perform its obligations under this Lease and (iv) be otherwise on   commercially reasonable terms and conditions reasonably satisfactory to   Landlord. It is agreed that in the event Tenant defaults beyond any   applicable notice and cure period in respect of any of the terms, provisions,   covenants, and conditions of this Lease, including, but not limited to, the   payment of Base Rent and Additional Rent, Landlord may draw upon the Letter   of Credit or upon the funds held on account as the Security Deposit to the   extent required for the payment of any Base Rent and Additional Rent or any   other sum as to which Tenant is in default or for any sum which Landlord may   expend or may be required to expend by reason of Tenant's default (beyond   applicable notice and cure periods) in respect of any of the terms,   provisions, covenants, and conditions of this Lease, including, but not   limited to, any damages or deficiency accrued before or after summary   proceedings or other re-entry by Landlord. In the event the bank issuing the   Letter of Credit gives Landlord notice that the Letter of Credit will not be   renewed (such notice being addressed and delivered to Landlord as required by   this Lease) it shall be deemed to be an automatic default entitling Landlord   to draw upon such bank at sight for the balance of the Letter of Credit and   hold or apply the proceeds thereof in accordance with the terms of this   Lease. Landlord shall return any unapplied portion of the Security Deposit to   Tenant within 60 days after the later to occur of: (1) payment by Tenant in   full of all Rent and Additional Rent due and completion of any restoration   required under the Lease; (2) the date Tenant surrenders possession of the   Premises to Landlord in accordance with this Lease; or (3) the Termination   Date. Tenant further covenants that it will not assign or encumber or attempt   to assign or encumber the Letter of Credit or any funds on deposit and that   neither Landlord nor its successors or assigns shall be bound by any such assignment,   encumbrance, attempted assignment or attempted encumbrance. In the event   Landlord draws upon the Letter of Credit or on funds on deposit as the   Security Deposit, Tenant shall provide a new irrevocable letter of credit (on   the terms set forth above) or with cash in the amount of the amount so drawn   within seven (7) days after Landlord notifies Tenant of the draw or   withdrawal so that at all times the total amount of Letters of Credit and/or   funds in the account held
    




 









	

    	
by Landlord   shall be equal to the aggregate Security Deposit. If Landlord transfers its   interest in the Premises, Landlord may assign the Security Deposit to the   transferee and, following the assignment, Landlord shall have no further liability for the return of the Security Deposit, provided the   transferee acknowledges in writing its receipt of the Security Deposit.   Tenant shall have the right to substitute cash for the Letter of Credit and   vice versa, provided that it shall be for the entire amount of the Security Deposit. Landlord shall not be required to keep the Security   Deposit separate from its other accounts. 8. Services to Be Furnished by Landlord. (a) Landlord agrees to furnish Tenant with the following   Building systems and services: (i) hot and cold water service for use in lavatories   on each floor on which the Premises are located; (ii) domestic cold water   through the base Building system; (iii) condenser-water, pre­conditioned and   delivered through the condenser loop of the Building to supply Tenant   specific heating, ventilating and air-conditioning systems serving areas   other than the Laboratory Area within the Premises and the refrigeration   systems within the Laboratory Area; (iv) tempered fresh air (HVAC) delivered   through the base Building system; (v) drainage system for domestic water and   sanitary waste at locations approved and designated by Landlord; (vi) a   back-up generator providing for emergency lighting of common areas of the   Building; (vii) maintenance and repair of the Premises and Property, to the   extent and as described in Section 10(b); (viii) elevator service; (ix)   electricity to the Premises, in accordance with and subject to the terms and   conditions in Article 11 of this Lease; (x) card key access   and a lock system to the Premises 24 hours a day, 7 days a week; and (xi)   such other services as Landlord reasonably determines are necessary or   appropriate for the Property, which may include security. Landlord's expenses   incurred in maintaining, repairing and operating the Building systems and   providing the foregoing services shall be Expenses payable by Tenant in   accordance with the provisions of this Lease. (b) Landlord's failure to   furnish, or any interruption or termination of, services or utilities due to   the application of Laws, the failure of any equipment, the performance of   repairs, improvements or alterations, or the occurrence of any event or cause   beyond the reasonable control of Landlord (a "Service Failure") shall not render Landlord liable to Tenant,   constitute a constructive eviction of Tenant, give rise to an abatement of   Rent, nor relieve Tenant from the obligation to fulfill any covenant or   agreement. In no event shall Landlord be liable to Tenant for any loss or   damage, including the theft of Tenant's Property (defined in Article 16),   arising out of or in connection with the failure of any security services,   personnel or equipment, provided that Landlord's and/or its employee's acts,   omissions or negligence did not contribute to or cause the loss or damage.   (c) Notwithstanding anything contained in this Section 8 to the contrary, if   a Service Failure continues for five (5) consecutive business days and such   Service Failure is caused by the negligence or willful misconduct of Landlord   or any of its agents, employees or contractors, then Tenant shall be entitled   to an abatement of all Rent hereunder in proportion to the extent to which   the interruption prevents Tenant from using the Premises for Tenant's normal   purposes, with such abatement to begin on the   sixth (6th) business day after such occurrence and continuing until
    




 









	

    	
such service   has been restored to a level sufficient to permit Tenant to resume its normal   business use. 9, Leasehold   Improvements. All improvements to the Premises (collectively, "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Premises   without compensation to Tenant, except that Tenant may remove its vacuum   system equipment prior to the Termination Date, provided Tenant shall repair   any damage caused by the installation or removal of such vacuum system   equipment. Tenant shall remove, at Tenant's expense, unless Landlord, by   written notice to Tenant otherwise advises Tenant within 30 days prior to the   Termination Date that Tenant shall not remove, the following: (1) Cable   (defined in Section 10(a)) installed by or for the exclusive benefit of   Tenant and that is located within the Premises; (2) Auxiliary Generator   and/or Fuel Supply (defined in Section 10(c)) installed by or for the   exclusive benefit of Tenant and located in the Premises or other portions of   the Building; and (3) any or all Leasehold Improvements that are performed by   or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a   nature that would require removal and repair costs that are materially in   excess of the removal and repair costs associated with standard laboratory or   office improvements (collectively referred to as "Required Removables"). Notwithstanding anything contained herein to the contrary,   Landlord agrees that the Initial Alterations shall not be deemed Required   Removables and may remain on the Premises at the end of the term and although   Tenant shall not be required to remove any of the Initial Alterations, Tenant   may remove the vacuum system equipment as provided above. Without limitation,   it is agreed that Required Removables may include internal stairways, raised   floors, personal baths and showers, vaults, rolling file systems, building   and roof penetrations, and property and equipment (including, without limitation, laboratory related   equipment) permanently affixed to the Premises or to the Building systems,   and structural alterations and modification of any type. The Required   Removables designated by Landlord to be removed shall be removed by Tenant   before the Termination Date. Tenant shall repair damage caused by the   installation or removal of Required Removables. If Tenant fails to remove any   Required Removables required by Landlord to be removed or perform related   repairs in a timely manner, Landlord, at Tenant's expense, may remove and   dispose of such Required Removables and perform the required repairs. Tenant,   within 30 days after receipt of an invoice, shall reimburse Landlord for the   reasonable costs incurred by Landlord. If Landlord elects to retain any of   the Required Removables, Tenant covenants that (i) such Required Removables   will be surrendered in good condition, free and clear of all liens and   encumbrances and (ii) if Cable is to be surrendered, it shall be left in safe   condition, properly labeled at each end and in each telecommunications/electrical   closet and junction box. Tenant may remove its trade fixtures, so long as   such fixtures are not permanently affixed to the Building or the Building   systems and not contained in or located above the ceiling, outside the   demising walls, beneath the floor of the Premises or in the interior walls of   the Premises. Notwithstanding the foregoing, Tenant, at the time it requests   approval for the Initial Alterations or for a proposed Alteration (defined in   Section 10 (c)), may request in writing that Landlord advise Tenant whether the   Initial Alterations, the Alteration or any portion of the Initial Alterations   or the Alteration will be designated as a Required Removable. Within ten (10)   days after receipt of Tenant's request, Landlord shall advise Tenant in   writing as to which portions of the Alteration, if any, will be considered to be a   Required Removable.
    




 









	

    	
10. Repairs and Alterations. (a) Tenant   shall, at its sole cost and expense, promptly perform all maintenance and   repairs to the Premises that are not Landlord's express responsibility under   this Lease, and shall keep the Premises in good condition and repair,   reasonable wear and tear excepted. Tenant's repair obligations include,   without limitation, repairs to: (i) floor coverings; (ii) interior partitions;   (iii) interior doors (including door(s) from Common Areas into the Premises);   (iv) the interior side of demising walls; (v) electronic, phone and data   cabling and related equipment (collectively, "Cable") that is   installed by or for the exclusive benefit of Tenant and located in the   Premises or other portions of the Building; (vi) any Auxiliary Generator and   Fuel Supply (defined below) that is installed by or for the exclusive benefit   of Tenant and located in the Premises or other portions of the Building,   (vii) air conditioning units, private showers and kitchens, including hot   water heaters, plumbing, and similar facilities serving Tenant exclusively;   (viii) Tenant's personal property and effects, including without limitation,   laboratory benches and trade equipment; (ix) Alterations performed by   contractors retained by Tenant, including related HVAC balancing; (x) Tenant   duct work or conduits located in chaseways and/or exhaust equipment and   systems located within or exclusively serving the Premises; and (xi) all   other repairs within the Premises, including, without limitation, those   required to plumbing, mechanical, electrical and HVAC systems located within   or exclusively serving the Premises up to and including the tie-in or point   of connection to the base Building systems. All work shall be performed in   accordance with the rules and procedures described in Section 10(c) below.   Tenant shall provide customary cleaning and rubbish removal service to the   Premises on each business day as required. If Tenant fails to make any   repairs to the Premises for which Tenant is responsible hereunder for more   than 15 days (or if the repair is of a nature that it can not reasonably be   completed within 15 days, fails to exercise efforts to commence the repair within   15 days) after written notice from Landlord (although notice shall not be   required if there is an emergency), Landlord may make the repairs, and Tenant   shall pay the reasonable cost of the repairs to Landlord within 30 days after   receipt of an invoice, together with an administrative charge in an amount   equal to 5% of the cost of the repairs. (b) Landlord shall keep and maintain   in good repair and working order and make repairs to and perform maintenance   upon: (i) structural elements of the Building; (ii) the base Building Systems   including the mechanical (including HVAC), electrical, plumbing and fire/life   safety systems serving the Building in general but excluding those for which   Tenant is responsible, such as the tie-ins or point of connection with those   systems which are located within or exclusively serving the Premises; (iii) Common   Areas; (iv) the roof of the Building, including the roof membrane; (v)   exterior windows of the Building and common area doors; and (vi) elevators   serving the Building. Landlord shall promptly make repairs (considering the   nature and urgency of the repair) for which Landlord is responsible. If   Landlord fails to make any repairs to the Premises for which Landlord is   responsible hereunder for more than 15 days (or if the repair is of a nature   that it can not reasonably be completed within 15 days, fails to exercise   efforts to commence the repair within 15 days) after written notice from   Tenant (although notice shall not be required if there is an emergency), Tenant may make the repairs, and Landlord shall pay   the reasonable cost of the repairs to Tenant within 30 days after receipt of an invoice therefor.
    




 









	

    	
(c) Tenant   shall not make alterations, additions or improvements to the Premises or   install any Cable or any Auxiliary Generator and/or Fuel Supply in the   Premises or other portions of the Building (collectively referred to as   "Alterations") without first obtaining the written consent of   Landlord in each instance, which consent shall not be unreasonably withheld   or delayed. Plans and specifications for all Alterations shall be prepared in   accordance with and not provide for any exceedance of the capacities of the   Building. However, Landlord's consent shall not be required for any   Alteration that satisfied all of the following criteria (a "Cosmetic   Alteration"): (i) is of a cosmetic nature such as painting,   wallpapering, hanging pictures and/or installing carpeting; (ii) is not   visible from the exterior of the Premises or Building; (iii) will not affect   the systems or structure of the Building; and (iv) does not require work to   be performed inside the walls or at, above or to the ceiling of the Premises.   However, even though consent is not required, the performance of Cosmetic   Alterations shall be subject to all the other provisions of this Section   10(c). Prior to starting work, including, without limitation, the initial   build-out, Tenant shall furnish Landlord with plans and specifications reasonably acceptable to Landlord;   names of contractors reasonably acceptable to Landlord (provided that   Landlord may designate specific contractors with respect to Building systems   and to the roof and Tenant shall be required to   utilize Landlord's mechanical, electrical and roofing consultants and/or   contractors provided (i) the written bid is commercially reasonable and   competitive with that of other consultants/contractors, or, (ii) regardless   of whether or not the bid is commercially reasonable, if Landlord's   mechanical, electrical and roofing consultants and/or contractors are   required to be used in order to maintain Landlord's warranty on such Building   systems or roof); copies of contracts;   copies of necessary permits and approvals, including certificate of occupancy   if applicable; evidence of contractor's and subcontractor's insurance in   amounts reasonably required by Landlord; and any security for performance   that is reasonably required by Landlord. Changes to the plans and   specifications must also be submitted to Landlord for its approval. Alterations shall be constructed in a good and   workmanlike manner using materials of a quality that is at least equal to the   quality designated by Landlord as the minimum standard for the Building.   Landlord may designate reasonable rules, regulations and procedures for the   performance of work in the Building and, to the extent reasonably necessary to avoid disruption to the occupants of the Building, shall have   the right to designate the time when Alterations may he performed. Except as   otherwise set forth herein, Tenant shall reimburse Landlord within 30 days   after receipt of an invoice for reasonable sums paid by Landlord for third   party examination of Tenant's plans for non-Cosmetic Alterations. In   addition, within 30 days after receipt of an invoice from Landlord, Tenant   shall pay Landlord a fee for Landlord's oversight and coordination of any   non-Cosmetic Alterations, other than Initial Alterations, equal to 10% of the   cost of the non-Cosmetic Alterations. Upon completion, Tenant shall furnish   "as-built" plans (except for Cosmetic Alterations, and Initial   Alterations for which Landlord's architect shall provide the as-built plans,   affidavits and lien waivers (the payment for which shall come from the Tenant   Allowance)), completion affidavits, full and final waivers of lien and   receipted bills covering all labor and materials. Tenant shall assure that   the Alterations comply with all insurance requirements and Laws. Landlord's   approval of an Alteration shall not be a representation by Landlord that the   Alteration complies with applicable Laws or will be adequate for Tenant's   use. Notwithstanding anything contained herein to the contrary, Tenant may,   at Tenant's discretion, install and maintain, in a location that is mutually   satisfactory to Landlord and Tenant, an auxiliary generator and/or fuel   supply, sufficient to meet Tenant's reasonable needs ("Auxiliary Generator and Fuel Supply"). Tenant shall comply with local ordinances and the   provisions of this Section
    




 









	

    	
10(c) when installing such Auxiliary Generator and Fuel Supply, and   Landlord shall not be entitled to any payments from Tenant with regard to   same. (d) In the event Tenant elects to perform any Alteration (whether   pursuant to the expansion right for the Expansion Area granted in this Lease   or any request made by Tenant throughout the Term of this Lease) which would   cause any one or more of the following   two events to occur: (i) an exceedance of the cubic feet per minute   ("cfm") for delivery of outside air to Laboratory Area beyond the   cfm for delivery of outside air to Laboratory Area   designated by Landlord as the minimum   standard for the Building, or (ii) an exceedance of the watts per square foot ("we') of demand power beyond   the wsf of demand power designated by Landlord as the minimum standard for   the Building (such occurrence, a "Significant Laboratory   Expansion"), then there will be an increase in the amount of annual Base   Rent per rentable square foot of $6.50 over the annual Base Rent per rentable   square foot payable from time to time as set forth in Section 1(d) solely   with respect to the "Deemed Excess Laboratory Area," as defined   below. (Calculations for the determination of any exceedance of cfm for   delivery of outside air or wsf of demand power to Laboratory Area shall be made on the basis of the usable square   footage of the Laboratory Area as the allowance for each designated by   Landlord is on the basis of usable square footage). The Deemed Excess   Laboratory Area shall be determined   based upon the plans and specifications submitted by Tenant in connection with any proposed Alteration of the Premises on   the basis of the greater of the exceedances, if any, of the two events used   to determine the occurrence of a Significant Laboratory Expansion as follows:   (i) As to an exceedance of cfm for delivery of outside air to Laboratory Area, the percentage that the cfm for all Laboratory   Area exceeds the cfm specified by Landlord for Laboratory Area, shall be   multiplied by the total rentable square footage of the total Laboratory Area.   The product so obtained shall be the amount of the Deemed Excess Laboratory   Area; and (ii) As to an exceedance of the wsf of demand power, the percentage   that the wsf for demand power for all Laboratory Area exceeds the wsf for   demand power specified by Landlord shall be multiplied by the total rentable   square footage of the total Laboratory Area. The product so obtained shall be   the amount of the Deemed Excess Laboratory Area. For example: Assume the   Premises consists of 20,000 rentable square feet ("rsf'), of which 12,000 rsf is Laboratory Area. Assume further that the cfm   for delivery of outside air and wsf of demand power for the Premises prior to   any alteration are equal to the capacity designated by Landlord. Assume   further that the significant Laboratory Expansion occurs due to Tenant   converting 4,000 rsf of office space to Laboratory Area. Assuming that the   total Laboratory Area exceeds the cfm for delivery of outside air by sixty   percent (60%) and it exceeds the wsf for demand power by fifty percent (50%).   Applying the methodology set forth above to determine the Deemed Excess   Laboratory Area: (i) the cfm exceedance is 60% x 16,000 (the original 12,000   rsf of Laboratory Area, plus the additional Laboratory Area of 4,000 rsf) or   9,600 rentable square feet; and (ii) the wsf exceedance is 50% X 16,000 or   8,000 rentable square feet. Accordingly, the Deemed Excess Laboratory Area is   9,600 rentable square feet and the applicable Base Rent per rentable square   feet for 9,600 rentable square feet of Deemed Excess Laboratory Area shall be   increased by $6.50 per rentable square feet.
    




 









	

    	
11. Utility   Charges. (a) From and after the earlier to   occur of the Lab Space Rent Commencement Date or the Office Space Rent   Commencement Date, Tenant shall pay, as Additional Rent, the cost of all   electricity, gas, water and all other utilities used or consumed at the   Premises, including, without limitation, the utilities and services described   in Article 5. (b) The electric, gas and water consumed and used at the   Premises shall be separately metered and said costs shall be paid directly by   Tenant to the utility company providing the same or if the cost is not directly payable to the utility companies   supplying utilities or services, then the actual costs incurred by Landlord,   net of all discounts and rebates received by Landlord in connection therewith   shall be paid by Tenant to Landlord as a separate line item of Expenses. (c)   All other utilities not separately metered, including, without limitation,   domestic cold water provided to the Building, sewer charges and common area   electric, shall be paid by Tenant as part of Expenses. Landlord may, at   Landlord's discretion, cause said utilities provided to the Building to be   separately metered or submetered, whereupon such utilities shall be directly   paid to the utility company providing such utility, or if not payable   directly to the providing utility company, paid to Landlord as a separate   line item of Expenses. (d) Tenant's use of electrical service shall not   exceed, either in voltage, rated capacity, or overall load, that which   Landlord deems to be standard for the Building. If Tenant requests permission   to consume excess electrical service, Landlord may refuse to consent or may   condition consent upon conditions that Landlord reasonably elects (including,   without limitation, the installation of utility service upgrades, meters,   submeters, air handlers or cooling units), and the additional usage (to the   extent permitted by Law), installation and maintenance costs shall be paid by   Tenant. The standard capacities for the Building are as set forth in the   attached Exhibit E. (e) Electrical service to the Premises may be furnished   by one or more companies providing electrical generation, transmission and   distribution services, and the cost of electricity may consist of several   different components or separate charges for such services, such as   generation, distribution and stranded cost charges. Landlord shall have the   exclusive right to select any company providing electrical service to the   Premises, to aggregate the electrical service for the Property and Premises   with other buildings, to purchase electricity through a broker and/or buyers   group and to change the providers and manner of purchasing electricity.   Landlord shall be entitled to receive a fee (if permitted by Law) for the   selection of utility companies and the negotiation and administration of   contracts for electricity, provided that the amount of such fee shall not   exceed 50% of any savings obtained by Landlord. If either the quantity or character of utility service is changed by the public utility corporation supplying such   service to the Building or the Premises is no longer available or suitable   for Tenant's requirements, no such change, unavailability or unsuitability   shall constitute an actual or constructive eviction, in whole or in part, or   entitle Tenant to any abatement or diminution
    




 









	

    	
of rent, or   relieve Tenant from any of its obligations under this Lease, or impose any   liability upon Landlord or Landlord's agents. (g) Tenant's consumption and   the delivery to the Premises of heating, ventilation and air-conditioning   will be separately metered as set forth in Section 11(b) above and the   actual out-of-pocket costs incurred by Landlord, net of all discounts and   rebates received by Landlord, in connection therewith shall be billed to Tenant   through the Building management system and payable by Tenant monthly,   together with Tenant's payment of Base Rent. 12. Entry by Landlord. Landlord, it   agents, contractors and representatives may enter the Premises to inspect or   show the Premises, to clean and make repairs, alterations or additions to the   Premises, and to conduct or facilitate repairs, alterations or additions to   any portion of the Building, including other tenants' premises. Except in   emergencies or to provide customary Building services after 6:00 p.m.   weekdays or on weekends, Landlord shall provide Tenant with reasonable prior   notice of entry into the Premises, which may be given orally. If reasonably   necessary for the protection and safety of Tenant and its employees, Landlord   shall have the right to temporarily close all or a portion of the Premises to   perform repairs, alterations and additions. However, except in emergencies,   Landlord will not close the Premises if the work can reasonably be completed   on weekends and after 6:00 p.m. weekdays or on weekends. Entry by Landlord   shall not constitute constructive eviction or entitle Tenant to an abatement   or reduction of Rent. Landlord agrees that it is solely responsible for the   safety and conduct of its agents, contractors, invitees, visitors and representatives (and   will carry appropriate insurance therefor) on the Premises and will indemnify   and hold harmless Tenant from any actual, out-of-pocket claim, damage,   injury, liability, judgment, loss, cost and expense, including reasonable legal   fees, costs and expenses arising out of or in connection with the entry onto   the Premises of Landlord, its agents, employees, contractors, invitees,   visitors and representatives. The foregoing shall however, in no event,   include consequential damages. Landlord shall be responsible for ensuring   that the Landlord, its agents, employees, contractors, invitees, visitors and   representatives do not touch, tamper with, disturb, inspect or in any way   interfere with Tenant's property except in the event of an emergency without   Tenant's prior consent. Notwithstanding the foregoing, in no event shall   Landlord, its agents, employees, contractors, visitors, invitees and   representatives tamper with, touch, disturb, inspect or in any way interfere with Tenant's work product, especially tissue material,   freezers, instruments, computers and biological material; except in the event   of an emergency which could lead to imminent loss of human life or   significant property damage to the Premises or Building, and where no other   reasonable alternative is available to Landlord. 13. Assignment and Subletting. (a) Except in connection with a Permitted Transfer (defined in   Section 13(e) below), Tenant shall not assign, sublease, transfer or encumber   any interest in this Lease or allow any third party to use any portion of the   Premises (collectively or individually, a "Transfer") without the   prior written consent of Landlord, which   consent shall not be unreasonably withheld or delayed if Landlord does not   elect to exercise its termination rights under Section 13(b) below. Without
    




 









	

    	
limitation, it   is agreed that Landlord's consent shall not be considered unreasonably   withheld with respect to an assignment, sublease, transfer or encumbrance of   this Lease if: (i) the proposed transferee's tangible net worth is not equal   to or greater than Tenant's tangible net worth as of the Effective Date or as   of the date of the request for the Transfer; (ii) the proposed transferee's   business is not suitable for the Building; (iii) the proposed transferee is a   governmental agency or other occupant of the Building; (iv) Tenant is in   default beyond the expiration of any applicable grace or notice and cure   periods in this Lease; or (v) any portion of the Building or Premises would   likely become subject to additional or different Laws as a consequence of the   proposed Transfer. No proposed sublease shall extend beyond the then current   term of the Lease. Any attempted Transfer in violation of this Article shall   constitute a breach of this Lease and shall, at Landlord's option, be void.   Consent by Landlord to one or more Transfer(s) shall not operate as a waiver   of Landlord's rights to approve any subsequent Transfer. In no event shall   any Transfer or Permitted Transfer release or relieve Tenant from any obligation   under this Lease. Notwithstanding anything contained herein to the contrary,   provided Tenant exercises its Expansion Option in accordance with the   provisions of Section 34 of the Lease, Landlord agrees to consent to Tenant's   sublease of the Expansion Space to Yale University or the Yale University   School of Medicine upon terms and conditions reasonably acceptable to   Landlord. (b) As part of its request for Landlord's consent to a Transfer,   Tenant shall provide Landlord with financial statements for the proposed   transferee, except Yale University or The Yale University School of Medicine,   a complete copy of the proposed assignment, sublease and other contractual   documents and such other information as Landlord may reasonably request. So   long as the proposed transfer is not a Permitted Transfer or previously   approved as otherwise set forth herein, Landlord shall, by written notice to   Tenant within 15 days of its receipt of the required information and   documentation, either: (i) consent to the Transfer by the execution of a   consent agreement in a form reasonably designated by Landlord or reasonably   refuse to consent to the Transfer in writing; or (ii) exercise its right to   terminate this Lease with respect to the portion of the Premises that Tenant   is proposing to sublet or assign. If Landlord exercises its right to   terminate this Lease, Landlord shall, in its notice of such exercise, give   Tenant notice of the termination date and such termination shall be   effective, without the necessity of any further notice to Tenant or amendment   to this Lease, on the date set forth in Landlord's notice, provided, however,   Tenant may, by giving notice to Landlord within ten (10) days after its   receipt of Landlord's notice of termination, withdraw its request to Transfer   and advise Landlord that Tenant desires to continue its tenancy in which   event Landlord's termination notice shall be deemed to be void and of no   further force and effect. In the event Landlord approves the Transfer (and   also in the event of a Permitted Transfer under subsection (e) below), and if   Tenant has provided a Letter of Credit for its Security Deposit, then Tenant   shall cause the issuer to amend the Letter of Credit, as and to the extent   necessary. (c) Tenant shall pay Landlord 50% of all rent and other   consideration which Tenant receives as a result of a Transfer that is in   excess of the Rent payable to Landlord for the portion of the Premises and   Term covered by the Transfer. Tenant shall pay Landlord for Landlord's share   of any excess within 30 days after Tenant's receipt of such excess   consideration. Tenant may deduct from the excess all reasonable and customary   third party expenses directly incurred by   Tenant attributable to the Transfer (other than Landlord's review fee, not to   exceed
    




 









	

    	
$1,500.00),   including brokerage fees, legal fees and construction costs provided Tenant   delivers to Landlord written documentation evidencing such costs. If Tenant   is in Monetary Default (defined in Section 20(a). below), Landlord may   require that all sublease payments be made directly to Landlord, in which   case Tenant shall receive a credit against Rent in the amount of any payments   received (less Landlord's share of any excess). (d) Except as provided below   with respect to a Permitted Transfer, if Tenant is a corporation, limited   liability company, partnership, or similar entity, and if the entity which   owns or controls a majority of the voting shares/rights at any time changes   for any reason (including but not limited to a merger, consolidation or   reorganization), such change of ownership or control shall constitute a   Transfer. The foregoing shall not apply so long as Tenant is an entity whose   outstanding stock is listed on a recognized security exchange, or if at least   80% of its voting stock is owned by another entity, the voting stock of which   is so listed. (e) Notwithstanding anything to the contrary contained herein,   Tenant may sublet all or a portion of its interest under this Lease to an   Affiliate (as defined below) of Tenant, or assign its entire interest under   this Lease to a successor to Tenant by purchase, merger, consolidation or   reorganization, or to an Affiliate Tenant, without the consent of Landlord   (such assignment or subletting, a "Permitted   Transfer"), provided that   all of the following conditions are satisfied: (i) Tenant is not in default   under this Lease; (ii) except in the case of an Affiliate of Tenant, Tenant's   successor shall own all or substantially all of the assets of Tenant; (iii)   Tenant's successor shall have a tangible net worth which is at least equal to   the greater of Tenant's tangible net worth at the Effective Date of this   Lease or Tenant's tangible net worth as of the day prior to the proposed   purchase, merger, consolidation or reorganization and Tenant, if requested by   Landlord, delivers to Landlord a guaranty by a parent or controlling entity   of Tenant's obligations under this Lease; and (iv) Tenant shall give Landlord   written notice at least 15 days prior to the effective date of the proposed   sublease or assignment. Tenant's notice to Landlord shall include information   and documentation showing that each of the above conditions has been   satisfied including, without limitation, financial statements of Tenant and   the proposed successor (which may include an annual report if such statements   are not yet available). Tenant's successor shall sign a commercially   reasonable form of assumption agreement. In addition to the foregoing, a   Permitted Transfer, where Landlord's consent shall not be necessary, shall   also include a sublease of all or any portion of the Premises or the   assignment of this Lease to an affiliate or subsidiary of Tenant, provided   that Tenant gives notice to Landlord of such sublease or assignment at least   thirty (30) days prior to the effective date thereof. For the purpose of this   Article, an "Affiliate" shall mean any entity which is controlled   by, controls or is under common control with Tenant. 14. Liens. Tenant shall   not permit mechanic's or other liens to be placed upon the Property, Premises   or Tenant's leasehold interest in connection with any work or service done or   purportedly done by or for benefit of Tenant. If a lien is so placed, Tenant   shall, within 60 days of notice from Landlord of the filing of the lien,   fully discharge the lien by setting the claim which resulted in the lien or   by bonding or insuring over the lien in the manner prescribed by the   applicable Law. If Tenant fails to discharge the lien, then, in addition to   any other right or remedy of Landlord,
    




 









	

    	
Landlord may   bond or insure over the lien or otherwise discharge the lien. Tenant shall reimburse Landlord for any amount paid by Landlord to bond   or insure over the lien or discharge the lien, including, without limitation,   reasonable attorneys' fees (if and to the extent permitted by Law) within 30   days after receipt of an invoice from Landlord. 15. Indemnity and Waiver of Claims. (a) Except to the extent caused by the negligence or willful   misconduct of Landlord or any Landlord Parties (defined below), Tenant shall   indemnify, defend and hold Landlord, its trustees, members, principals,   beneficiaries, partners, officers, directors, employees, and agents (the   "Landlord Parties") harmless against and from all liabilities,   obligations, damages, penalties, claims, actions, costs, charges and expenses,   including, without limitation, reasonable attorneys' fees and other professional fees (if and to the extent permitted   by Law), which may be imposed upon, incurred by or asserted against Landlord   or any of the Landlord Parties and arising out of or in connection with any   damage or injury occurring in the Premises or any acts or omissions   (including violations of Law) of Tenant, and the Tenant Parties (defined   below). (b) Except to the extent caused by the   negligence or willful misconduct of Tenant or any Tenant Parties, Landlord   shall indemnify, defend and hold Tenant, its trustees, members, principals,   beneficiaries, partners, officers, directors, employees and agents   ("Tenant Parties") harmless against and from all liabilities,   obligations, damages, penalties, claims, actions, costs, charges and   expenses, including, without limitation, reasonable attorneys' fees and other   professional fees (if and to the extent permitted by Law), which may be imposed upon, incurred by or asserted against Tenant or any of   the Tenant Parties and arising out of or in connection with the acts or omissions (including violations of Law) of Landlord   and the Landlord Parties. (c) Landlord and the Landlord Parties shall not be   liable for, and Tenant waives, all claims for loss or damage to Tenant's   business or loss, theft or damage to Tenant's Property or the property of any   person claiming by, through or under Tenant resulting from: (i) wind or   weather; (ii) the failure of any sprinkler, heating or air-conditioning   equipment, any electric wiring or any gas, water or steam pipes; (iii) the   backing up of any sewer pipe or downspout; (iv) the bursting, leaking or   running of any tank, water closet, drain or other pipe; (v) water, snow or   ice upon or coming through the roof, skylight, stairs, doorways, windows,   walks or any other place upon or near the Building; (vi) any act or omission   of any party other than Landlord or Landlord Parties; and (vii) any causes   not reasonably within the control of Landlord. Tenant shall insure itself against   such losses under Article 16 below. 16. Insurance. (a) Tenant shall carry and maintain the following insurance   ("Tenant's Insurance"), at its sole cost and expense: (i) ISO   Simplified Commercial General Liability Insurance applicable to the Premises   and its appurtenances providing, on an occurrence basis, a minimum combined   single limit of $2,000,000.00;   (ii) Special Form Property/Business Interruption Insurance written at replacement cost value and with a   replacement cost endorsement covering all of Tenant's trade fixtures, equipment, furniture and other personal property   within the Premises
    




 









	

    	
("Tenant's   Property"); (iii) Workers' Compensation Insurance as required by the   state in which the Premises is located and in amounts as may be required   applicable statute; and (iv) Employers Liability Coverage of at least   $500,000.00 per occurrence. Any company writing any of Tenant's Insurance   shall be reasonably acceptable to Landlord and its Mortgagee (as defined   below). All Commercial General Liability Insurance policies shall name Tenant   as a named insured and Landlord (or any successor), its property manager(s),   and its Mortgagee(s) (as defined in Article 27), and other designees of Landlord as their respective interests may appear,   as additional insureds. All policies of   Tenant's insurance shall contain certificates that the insurer(s) shall give   Landlord, its Mortgagee(s) and its designees at least 30 days' advance   written notice of any change, cancellation, termination or lapse of   insurance. Tenant shall provide Landlord with a certificate of insurance   evidencing Tenant's Insurance prior to the earlier to occur of the Effective   Date or the date Tenant is provided with possession of the Premises for any   reason, and upon renewals at least 15 days prior to the expiration of the   insurance coverage. Except as specifically provided to the contrary, the   limits of Tenant's insurance shall not limit its liability under this Lease.   (b) Landlord shall maintain, the cost of which shall be included in Expenses   (i) a policy of special form insurance, on the Premises and the Building, in   the amount of the full replacement value of the Building as the value may   exist from time to time, excluding foundations and footings; and (ii) an ISO   Simplified Commercial General Liability Insurance applicable to the Premises and its appurtenances   providing, on an occurrence basis, a minimum combined single limit of   $2,000,000.00. 17.   Subrogation. Notwithstanding anything in this   Lease to the contrary, Landlord and Tenant (each a "Releasing   Party") release each other and any party claiming by, through or under   Landlord or Tenant, as the case may be, from all liability for damage to any   property that is caused by or results from a risk which is actually insured   against or which is required to be insured against under this Lease by the   Releasing Party without regard to the negligence or other fault of the entity   so released. Each party shall cause each insurance policy it obtains to   provide that the insurer thereunder waives all right of recovery by way of   subrogation as required herein in connection with any injury or damage   covered by the policy. 18. Casualty Damage. (a) If all or   any part of the Premises is damaged by fire or other casualty, Tenant shall   immediately notify Landlord in writing. During any period of time that all or   a material portion of the Premises is rendered untenantable as a result of a   fire or other casualty, the Rent shall abate for the portion of the Premises   that is untenantable and not used by Tenant. Landlord shall have the right to   terminate this Lease if: (i) the Building shall be damaged so that, in   Landlord's reasonable judgment, substantial alteration or reconstruction of   the Building shall be required (whether or not the Premises has been   damaged); (ii) Landlord is not permitted by Law to rebuild the Building in   substantially the same form as existed before the fire or casualty; (iii) the   Premises have been materially damaged and there is less than 1 year of the Term remaining on   the date of the casualty; (iv) any Mortgagee requires that the insurance   proceeds be applied to the payment of the
    




 









	

    	
mortgage debt;   or (v) a material uninsured loss to the Building occurs. Landlord may   exercise its right to terminate this Lease by notifying Tenant in writing   within 90 days after the date of the casualty. If Landlord does not terminate   this Lease, Landlord shall commence and proceed with reasonable diligence to   repair and restore the Building and the Leasehold Improvements (excluding any   Alterations that were performed by Tenant in violation of this Lease).   However, in no event shall Landlord be required to spend more than the   insurance proceeds received by Landlord. Landlord shall not be liable for any   loss or damage to Tenant's Property or to the business of Tenant resulting in   any way from the fire or other casualty or from the repair and restoration of   the damage. Landlord and Tenant hereby waive the provisions of any Law   relating to the matters addressed in this Article, and agree that their   respective rights for damage to or destruction of the Premises shall be those   specifically provided in this Lease. (b) If all or any portion of the   Premises shall be made untenantable by fire or other casualty, Landlord   shall, with reasonable promptness, cause an architect or general contractor   selected by Landlord to provide Landlord and Tenant with a written estimate   of the amount of time required to substantially complete the repair and   restoration of the Premises and make the Premises tenantable again, using   standard working methods ("Completion Estimate"). If the Completion   Estimate indicates that the Premises cannot be made tenantable within 180   days from the date the repair and restoration is started, then regardless of   anything in Section 18(a) above to the contrary, either party shall have the right to   terminate this Lease by giving written notice to the other of such election   within 10 days after receipt of the Completion Estimate. Tenant, however,   shall not have the right to terminate this Lease if the fire or casualty was   caused by the gross negligence or intentional misconduct of Tenant, Tenant   Parties or any of Tenant's transferees, contractors or licensees. 19. Condemnation. Either party may   terminate this Lease if the whole or any material part of the Premises shall   be taken or condemned for any public or quasi-public use under Law, by   eminent domain or private purchase in lieu thereof (a "Taking").   Landlord shall also have the right to terminate   this Lease if there is a Taking of any   portion of the Building or Property which would leave the remainder of the   Building unsuitable for use as an office building in a manner comparable to   the Building's use prior to the Taking. In order to exercise its rights to   terminate the Lease, Landlord or Tenant, as the case may be, must provide   written notice of termination to the other within 45 days after the   terminating party first receives notice of the Taking. Any such termination   shall be effective as of the date the physical taking of the Premises or the   portion of the Building or Property occurs. If this Lease is not terminated,   the Rentable Square Footage of the Building, the Rentable Square Footage of   the Premises and Tenant's Pro Rata Share shall, if applicable, be   appropriately adjusted. In addition, Rent for any portion of the Premises   taken or condemned shall be abated during the unexpired Term of this Lease   effective when the physical taking of the portion of the Premises occurs. All   compensation awarded for a Taking, or sale proceeds, shall be the property of Landlord, any rights to receive compensation or   proceeds being expressly waived by Tenant. However, Tenant may file a   separate claim at its sole cost and expense for Tenant's Property and   Tenant's reasonable relocation expenses, provided the filing of the claim   does not diminish the award which would   otherwise be receivable by Landlord.
    




 









	

    	
20. Events of Default. Tenant shall be considered to be in default of this Lease upon   the occurrence of any of the following events of default: (a) Tenant's   failure to pay when due all or any portion of the Rent (a "Monetary Default"), provided the first 2 times within any 12 consecutive month   period that such failure to pay occurs, Landlord shall give to Tenant notice   of Tenant's failure to pay rent when due and Tenant shall have 5 days after   any such written notice shall have been given to make such payment and only   if Tenant fails to cure the default within such 5 days period after receipt of notice, shall   such failure be considered a default. If   Landlord has provided Tenant with 2 such notices within any 12 consecutive   month period of Tenant's Monetary Default, Tenant's subsequent failure to pay   Rent when due within such 12 consecutive month period shall, at Landlord's   option, be an incurable event of Monetary Default by Tenant. (b) Tenant's   failure to comply with any other term, provision or covenant of this Lease (which is other than a Monetary Default), if the   failure is not cured within 10 days after written notice to Tenant. However,   if Tenant's failure to comply cannot reasonably be cured within 10 days,   Tenant shall be allowed additional time (not to exceed 60 days) as is   reasonably necessary to cure the   failure so long as: (i) Tenant commences to cure the failure within 10 days, and (ii) Tenant diligently pursues a course of action that   will cure the failure and bring Tenant back into compliance with the Lease.   However, if Tenant's failure to comply creates a hazardous condition, the   failure must be cured immediately upon notice to Tenant. In addition, if   Landlord provides Tenant with notice of Tenant's failure to comply with any   particular term, provision or covenant of the Lease on 2 occasions during any   12 consecutive month period, Tenant's subsequent violation of such term,   provision or covenant within such 12 month period shall, at Landlord's option, be an incurable event of default by Tenant. (c) Tenant becomes   insolvent, makes a transfer in fraud of creditors or makes and assignment for   the benefit of creditors, or admit in writing its inability to pay its debts   when due. (d) The leasehold estate is taken by process or operation of Law.   (e) Tenant does not take possession within 6 months of the Commencement Date   of the Premises of, or abandons or vacates all or any portion of the   Premises. (f) Tenant is in default beyond any notice and cure period under   any other lease or agreement with Landlord, including, without limitation,   any lease or agreement for parking. (g) Tenant commences a voluntary case   under Title 11 Bankruptcy of the United States Code (-Title 11") as from time   to time in effect, or by its authorizing, by appropriate proceedings of   trustees or other governing body the commencement of such a voluntary case.
    




 









	

    	
(h) Tenant   files an answer or other pleading admitting or failing to deny the material   allegations of a petition filed against it commencing an involuntary case   under said Title 11, or seeking, consenting to or acquiescing in the relief   therein provided, or by failing to controvert timely the material allegations   of any such petition. (i) In the event of the entry of an order for relief in   any involuntary case commenced under said Title 1 I against Tenant or any   guarantor. 21. Remedies. (a) Upon any default, Landlord shall have the right   without notice or demand (except as provided in Article 20) to pursue any of   its rights and remedies at Law or in equity, including any one or more of the   following remedies: (i) Terminate this Lease, in which case Tenant shall   immediately surrender the Premises to Landlord. If Tenant fails to surrender   the Premises, Landlord may, in compliance with applicable Law and without   prejudice to any other right or remedy, enter upon and take possession of the   Premises and expel and remove Tenant, Tenant's Property and any party   occupying all or any part of the Premises. Tenant shall pay Landlord on   demand the amount of all past due Rent and other losses and damages which   Landlord may suffer as a result of Tenant's default, whether by Landlord's   inability to relet the Premises on satisfactory terms or otherwise,   including, without limitation, all Costs of Reletting (defined below) and any   deficiency that may arise from reletting or the failure to relet the   Premises. "Cost of Reletting" shall include all costs and expenses incurred by Landlord in reletting or attempting to   relet the Premises, including, without limitation, reasonable legal fees,   brokerage commissions, the cost of alterations and the value of other   commercially reasonable concession or allowance granted to a new tenant. (ii)   Terminate Tenant's right to possession of the Premises and, in compliance   with applicable Law, expel and remove Tenant, Tenant's Property and any   parties occupying all or any part of the Premises. Landlord shall use   reasonable efforts to relet all or any part of the Premises, without notice   to Tenant, for a term that may be greater or less than the balance of the   Term and on such conditions (which may include concessions, free rent and   alterations of the Premises) and for such uses as Landlord in its absolute   discretion shall determine. Landlord may collect and receive all rents and   other income from the reletting. Tenant shall pay Landlord on demand all past   due Rent, all Costs of Reletting and any deficiency arising from the   reletting or failure to relet the Premises. Landlord shall not be responsible   or liable for the failure to relet all or any part of the Premises or for the failure to collect any Rent. The   re-entry or taking of possession of the Premises shall not be construed as an   election by Landlord to terminate this Lease unless a written notice of termination is given to Tenant. (iii) In lieu   of calculating damages under Sections 21(a)(i) or 21(a)(ii) above, Landlord   may elect to receive as damages the sum of (A) all Rent accrued through the   date of termination of this Lease or Tenant's right to possession, and (B) an   amount equal to the total Rent that Tenant would have been required to pay   for the remainder of the Term discounted to present value at the Prime Rate (defined in Section 21(b) below)   then in effect, minus the then
    




 









	

    	
present fair   rental value of the Premises for the remainder of the Term, similarly   discounted, after deducting all anticipated Costs of Reletting. (b) Unless expressly provided in this Lease, the repossession or   re-entering of all or any part of the Premises shall not relieve Tenant of   its liabilities and obligations under the Lease. No right or remedy of   Landlord shall be exclusive of any other right or remedy. Each right and   remedy shall be cumulative and in addition to any other right and remedy now   or subsequently available to Landlord at Law or in equity. If Landlord   declares Tenant to be in default, Landlord shall be entitled to receive   interest on any unpaid item of Rent at a rate equal to the Prime Rate plus   4%. For purposes hereof, the "Prime Rate" shall be the   per annum interest rate publicly announced as its prime or base rate by a   federally insured bank selected by Landlord in the state in which the   Building is located. Forbearance by Landlord to enforce one or more remedies   shall not constitute a waiver of any default. (c) In the event this Lease   provides for any rent concession or abatement or for any period during which   Tenant is not obligated to pay Base Rent   and/or Additional Rent, then the entire   amount of the concession or of the abated Base Rent and Additional Rent that would otherwise have been due and payable for any such period shall become immediately due and payable upon the occurrence of a default by Tenant under this   Lease which continues beyond any applicable notice and cure periods. 22. Limitation of Liability. Notwithstanding anything to the contrary contained in this   Lease, the liability of Landlord (and of any successor landlord) to Tenant   shall be limited to the interest of Landlord in the Property and to all   proceeds derived therefrom, including, rental income, insurance proceeds, condemnation awards and   proceeds of sale. Tenant shall look solely to Landlord's interest in the Property for the recovery of any judgment or award against   Landlord. Neither Landlord nor any Landlord related party shall be personally   liable for any judgment or deficiency. Before filing suit for an alleged   default by Landlord, Tenant shall give Landlord and the Mortgagees of whom   Tenant has been notified hold Mortgages (defined in Article 27 below) on the   Property, Building or Premises, notice and reasonable time to cure the   alleged default. 23. No Waiver. Either party's   failure to declare a default immediately upon its occurrence, or delay in   taking action for a default shall not constitute a waiver of the default, nor   shall it constitute an estoppel. Either party's failure to enforce its rights   for a default shall not constitute a waiver of its rights regarding any   subsequent default. Receipt by Landlord of Tenant's keys to the Premises   shall not constitute an acceptance or surrender of the Premises. 24. Quiet Enjoyment. Tenant shall, and may peacefully have, hold and enjoy the   Premises, subject to the terms of this Lease, provided Tenant pays the Rent   and fully performs all of its covenants and
    




 









	

    	
agreements. This   covenant and all other covenants of Landlord shall be binding upon Landlord   and its successors only during its or their respective periods of ownership   of the Building, and shall not be a personal covenant of Landlord or the   Landlord Parties. 25. Intentionally   Omitted. 26. Holding Over. If Tenant fails to surrender the entirety   of the Premises at the expiration or earlier termination of this Lease,   occupancy of the Premises after the termination or expiration shall be that   of a tenancy at sufferance. Tenant's occupancy of the Premises during the   holdover shall be subject to all the terms and provisions of this Lease and   Tenant shall pay rent (on a per month basis without reduction for partial   months during the holdover) at a rate equal to the sum of (i) for the first   30 days, 1.5 times and for the period following the first 30 days, 2 times   the rate of Base Rent in effect immediately prior thereto plus (ii) the   Additional Rent in effect immediately prior thereto until the possession of   the Premises arc surrendered by Tenant and delivered to Landlord in   accordance with this Article. No holdover by Tenant or payment by Tenant   after the expiration or early termination of this Lease shall be construed to   extend the Term or prevent Landlord from immediate recovery of possession of   the Premises by summary proceedings or otherwise. In addition to the payment   of the amounts provided above, if Landlord is unable to deliver possession of   the Premises to a new tenant, or to perform improvements for a new tenant, as   a result of Tenant's holdover and Tenant fails to vacate the Premises within   10 days after Landlord notifies Tenant of Landlord's inability to deliver   possession, or perform improvements, Tenant shall be liable to Landlord for   all damages, including, without limitation, consequential damages, that   Landlord suffers from the holdover. 27.   Subordination to Mortgages; Estoppel Certificate. (a) This Lease, and   all rights of Tenant hereunder, are and shall be subject and subordinate in   all respects to any mortgage(s), deed(s), trust, ground lease(s) or other   liens now or subsequently arising upon the Premises, the Building or the   Property and to renewals, modifications, and extensions thereof   (collectively, the "Mortgages") whether or not the Mortgages shall also cover other lands   and/or buildings and each and every advance made or hereafter to be made   under the Mortgages. The provisions of this section shall be self-operative   and no further instrument of   subordination shall be required as to any Mortgage filed subsequent to the effective date hereof only if the holder of such Mortgage (a "Mortgagee") agrees in   writing or the terms of the Mortgage provide that for so long as Tenant is   not in default of its obligations set forth in this Lease beyond any   applicable notice and cure period, the Mortgagee will not, in foreclosing   against, or taking possession of the Premises or otherwise exercising its   right under the Mortgage, disturb Tenant's right of possession under this   Lease. In confirmation of such subordination, Tenant shall within 10 days   after receipt of a request for the same, execute and deliver (provided   Landlord is responsible for legal fees, costs and expenses incurred by Tenant   in connection therewith, up to a maximum amount of $1,000), any instrument,   in recordable form if required, that Landlord or the Mortgagee may reasonably   request to evidence such subordination, and Tenant hereby constitutes and   appoints Landlord attorney-in-fact for Tenant to execute any such instrument   for and on behalf of Tenant.
    




 









	

    	
(b) lf, at any   time prior to the expiration of the Term, the Mortgagee shall become the   owner of the Building as a result of foreclosure of its mortgage or   conveyance of the Building, or become a mortgagee in possession of the   Property or the Building, Tenant agrees, at the election and upon demand of   any owner of the Property or the Building, or of the Mortgagee (including a   leasehold mortgagee) in possession of the Property or the Building, to attorn   from time to time to any such owner, holder or lessee upon the then executory   terms and conditions of this Lease, provided that such owner, holder or   lessee, as the case may be, shall then be entitled to possession of the   Premises. Such successor in interest to Landlord shall not be bound by (i)   any payment of rent or additional rent for more than one month in advance,   except prepayments in the nature of security for the performance by Tenant of   its obligations under the Lease (and then only to the extent such security   has been received by the successor in interest), or (ii) any amendment,   modification or termination of this Lease made without the consent of the   Mortgagee or (iii) any default by or claims against Landlord hereunder   arising prior to the date such successor Landlord becomes landlord under this   Lease, except for defaults that are continuing following said date; or (iv)   any obligation by Landlord as lessor hereunder to perform any work or grant   any concession without the Mortgagee's express assumption of such obligation   to perform work or grant such concession. The foregoing provisions of this   Section shall inure to the benefit of any such owner, holder or lessee, shall   be self-operative upon any such demand, and no further instrument shall be   required to give effect to said provisions, although Tenant shall execute   such an instrument upon the request of a Mortgagee. (c) Landlord and Tenant   shall each, within 10 days after receipt of a written request from the other,   execute and deliver an estoppel certificate to those parties as are   reasonably requested by the other (including a Mortgagee or prospective   purchaser). The estoppel certificate shall include a statement certifying   that this Lease is unmodified (except as identified in the estoppel   certificate) and in full force and effect, describing the dates to which Rent   and other charges have been paid, representing that, to such party's actual   knowledge, there is no default (or stating the nature of the alleged default)   and indicating other matters with respect to the Lease that may reasonably be   requested. 28.   Attorney's Fees. If either party   institutes a suit against the other for violation of or to enforce any   covenant or condition of this Lease, or if either party intervenes in any   suit in which the other is a party to enforce or protect its interest or   rights, the prevailing party shall be entitled to all of its costs and expenses, including, without limitation, reasonable attorney's   fees. 29. Notice.   If a demand, request, approval, consent   or notice (collectively referred to as a -notice") shall or may be given to either party by the   other, the notice shall be in writing and delivered by hand or sent by   registered or certified mail with return receipt requested, or sent by overnight or same day courier service at the party's respective   Notice Address(es) set forth in Article 1,   except that if Tenant has vacated the Premises (or if the Notice Address for   Tenant is 
    




 









	

    	
other than the   Premises, and Tenant has vacated such address) without providing Landlord a   new Notice Address, Landlord may serve notice in any manner described in this   Article or in any other manner permitted by Law. Each notice shall be deemed   to have been received or given on the earlier of actual delivery or the date   on which delivery is refused, or, if Tenant has vacated the Premises or the   other Notice Address of Tenant without providing a new Notice Address, three   (3) days after notice is deposited in the U.S. mail or with a courier service   in the manner described above. Either party may, at any time, change its   Notice Address by giving the other party written notice of the new address in   the manner described in this Article. 30.   Excepted Rights. This Lease does not grant any rights to light or air   over or about the Building. Landlord excepts and reserves exclusively to   itself the use of: (1) roofs, (2) telephone, electrical and janitorial   closets, (3) equipment rooms, Building risers or chaseways or similar areas   that are used by Landlord for the provision of Building services, (4) rights   to the land and improvements below the floor of the Premises, (5) the   improvements and air rights about the Premises, (6) the improvements and air   rights outside the demising walls of the Premises, and (7) the areas within   the Premises used for the installation of utility lines and other installations   serving occupants of the Building. Notwithstanding the above, Tenant shall   have access to the roof for the installation and maintenance of Tenant's   Auxiliary Generator and Fuel Supply upon the terms and conditions set forth   in Section 10(c) of this Lease. Landlord has the right to change the   Building's name or address. Landlord also has the right to make such other   changes to the Property and Building as Landlord deems appropriate, provided   the changes do not materially reduce the size of the Premises, Tenant's   access to the Premises, materially increase Tenant's obligations (monetary or   otherwise), or affect Tenant's ability to use the Premises for the Permitted   Use. Landlord shall also have the right (but not the obligation) to   temporarily close the Building if Landlord reasonably determines that there   is an imminent danger of significant damage to the Building or of personal   injury to Landlord's employees or the occupants of the Building. The   circumstances under which Landlord may temporarily close the Building shall   include, without limitation, electrical interruptions, hurricanes and civil   disturbances. A closure of the Building under such circumstances shall not   constitute a constructive eviction but shall entitle Tenant to an abatement   of Rent from and after the fifth consecutive day of such closure until such   time as the Landlord opens the Building again. 31. Surrender of Premises. At the expiration or earlier   termination of this Lease or Tenant's right of possession, Tenant shall   remove Tenant's Property from the Premises, and quit and surrender the   Premises to Landlord, broom clean, and in good order, condition and repair,   ordinary wear and tear excepted. Tenant shall also be required to remove the   Required Removables in accordance with Article 9. If Tenant fails to remove   any of Tenant's Property within 2 days after the termination of this Lease or   of Tenant's right to possession, Landlord, at Tenant's sole cost and expense,   shall be entitled (but not   obligated) to remove and store Tenant's Property. Landlord shall not be   responsible for the value. preservation or safekeeping of Tenant's Property.   Tenant shall pay Landlord, upon demand, the expenses and storage charges   incurred for Tenant's Property. In addition, if Tenant fails to remove   Tenant's Property from the Premises or storage, as the case may be, within 30   days after 
    




 









	

    	
written notice,   Landlord may deem all or any part of Tenant's Property to be abandoned, and   title to Tenant's Property shall be deemed to be immediately vested in   Landlord. 32. Environmental   Compliance. (a) Tenant hereby covenants to   Landlord that Tenant shall (i) comply with all Laws applicable to the discharge, generation, manufacturing,   removal, transportation, treatment, storage, disposal and handling of   Hazardous Substances (as defined below) as apply to the activities of Tenant   and Tenant Parties at the Property; (ii) not store in the Premises Hazardous   Substances in a quantity that increases Landlord's insurance premiums or   exceeds Tenant's pro rata share of the 100% limit of the "exempt   amount" of "high hazard materials" (each as defined in the   Boca National Building Code, the "NBC") permitted for the Control   Area(s) in which the Premises is located to avoid classification of the   Building in Use Group H, High Hazard occupancy,   by the criteria of the NBC as the same may now or hereafter be modified by   any variance obtained by Tenant (the definition of the Control Area and method of determining Tenant's pro-rata   share is set forth below), (iii) promptly remove any waste, surplus or out of   specification Hazardous Substances generated by Tenant or Tenant Parties from   the Premises in accordance with all applicable Laws and orders of   governmental authorities having jurisdiction, (iv) pay or cause to be paid   all costs associated with such removal of Hazardous Substances generated by   Tenant or Tenant Parties including remediation and restoration of the   Property; (v) if required by Laws applicable to the activities of Tenant and   Tenant Parties at the Premises prior to the expiration or termination of this   Lease, close all hazardous waste storage areas, if any, regulated by the   Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901 et seq., and   decommission and close all facilities regulated by the Nuclear Regulatory   Commission (or delegated state) if applicable to the activities of Tenant and   Tenant Parties at the Premises so as to render the Premises and the Building   suitable for Unrestricted Use within the meaning of Subpart E of 10 CFR 20   (and the foregoing obligations shall only apply if Tenant's use of the   Premises is subject to the foregoing Laws); (vi) keep the Property free of   any lien imposed pursuant to any applicable Laws in connection with the   existence of Hazardous Substances in or on the Property; (vii) not install or   permit to be installed during the Lease Term in the Premises any asbestos,   asbestos-containing materials, urea formaldehyde insulation or any other   chemical or substance which has been determined to be a hazard to health and   environment; (viii) not cause or permit to exist, as a result of an   intentional or unintentional act or omission on the part of Tenant, Tenant   Parties or occupant of the Premises, a releasing, spilling, leaking, pumping,   emitting, pouring, discharging, emptying or dumping (collectively, a   "Release") of any Hazardous Substances onto or from the Premises,   the Building or the Property except in compliance   with applicable Laws; (ix) provide to Landlord, promptly following request,   Material Safety Data Sheet(s) and other   pertinent information regarding Hazardous Substances brought into or used by   Tenant or the Tenant Parties at any time at the Property; (x) give all   notifications and prepare all reports required by Laws with respect to   Hazardous Substances existing on, or required in connection with a Release   at, the Premises and, promptly upon request, shall give copies of all such   notifications and reports to Landlord; (xi) if Tenant, Tenant Parties or any   occupant of the Premises permitted a Release of Hazardous Substances to occur   in violation of applicable Laws, pay, as   Additional Rent, for periodic environmental monitoring by Landlord as well as   subsurface testing of the Property; and (xii) promptly notify Landlord in   writing of any summons, citation, directive, notice, letter or other written   communication of any claim or threat of claim made by any 11-1219), I 67239.073 29 
    




 









	

    	
third party   relating to the presence or Release of any Hazardous Substances in, on or   from the Premises in violation of applicable Laws. Tenant further covenants   and agrees (A) that all waste water discharged from the Premises shall not damage the Building's plumbing and discharge   facilities and systems; (B) it shall collect all chemicals, biological waste and Hazardous Materials and Wastes into appropriate hazardous waste storage receptacles   and discard the same in accordance with   applicable Environmental Laws and shall not dispose of the same through the   Building's plumbing system; and (C) to comply with Tenant's internal   guidelines, protocols and procedures   governing the operation of microbiological and/or biomedical laboratories (if   any) within the Premises. For purposes of subsection (ii) above: The term   "Control Area" means one of the areas on the floor of the Building   on which the Premises are located which are separated from each other and   from adjoining floors by a one-hour fire wall and ceilings or floors, as   applicable; and Tenant's pro-rata share of the Control Area for each floor   shall be determined on the basis of a fraction, the numerator of which is the   rentable square footage of the Premises located on the applicable floor of   the Building that is a Control Area and the denominator of which is the   rentable square footage of the Control Area(s) available for such floor.   Tenant's obligations under this Article shall survive termination of the   Lease. (b) Landlord acknowledges that the Property is an Establishment under   Connecticut General Statutes Section 22a-134 et seq. (the "Transfer   Act"). A Form III (as defined in the Transfer Act) was filed with the   Connecticut Department of Environmental Protection by the prior owner in   connection with the sale of the Property to Landlord, and such prior owner   was the Certifying Party (as defined in the Transfer Act) pursuant to such   Form III filing. (c) Tenant agrees that, if Tenant is obligated to close any   hazardous waste storage area, if such closure has not been fully completed as of the   Termination Date, that Tenant shall, in connection therewith, and as security   for Tenant's obligation, on Landlord's request deposit with Landlord a   reasonable sum, not to exceed $40,000.00, which Landlord shall be entitled to   continue to hold as security for the proper and lawful closure of such   hazardous waste storage area (the "Closure Obligation"). In lieu of   cash, Tenant may provide Landlord with an unconditional, irrevocable,   assignable letter of credit, (the "Letter of Credit") for all or a   portion of such amount. In the event Tenant furnishes the Letter of Credit,   the Letter of Credit shall be on the following terms and conditions: (i)   issued by a commercial bank acceptable to Landlord, which bank must have an   office in Hartford, Connecticut; (ii) having a term which shall have an   expiration date not sooner than the date which is five (5) years from the   Termination Date or sooner termination date, however, if the Letter of Credit   has an earlier expiration date, it shall contain a so-called "evergreen   clause"; (iii) available for negotiation by draft(s) at sight   accompanied by a statement signed by Landlord stating that the amount of the   draw represents funds due to Landlord (or its successors and assigns) due to   the failure of Tenant to perform its Closure Obligation or (iv) be otherwise   on terms and conditions reasonably satisfactory to Landlord. It is agreed   that in the event Tenant fails to perform its Closure Obligation, Landlord   may draw upon the Letter of Credit or upon the funds held on account as the   Security Deposit to the extent required to perform the same. In the event   that 1 enant shall fully and faithfully perform its Closure Obligation (as shall be evidenced by a sign-off or other definitive   communication from applicable governmental authorities) and all of its other   obligations under this Lease, the Letter of Credit and/or funds on deposit   with Landlord shall be returned to Tenant. Tenant further covenants that it will not assign or encumber or   attempt to assign 
    




 









	

    	
or encumber the   Letter of Credit or any funds on deposit and that neither Landlord nor its   successors or assigns shall be bound by any such assignment, encumbrance,   attempted assignment or attempted encumbrance. The foregoing right of   Landlord to require that Tenant deposit such security is in addition to, and   not in lieu of, the rights and remedies otherwise available to Landlord under   this Lease. (d) Landlord may in the future enter into an Environmental Land   Use Restriction as defined in Section 22a-133n of the Connecticut General Statutes   ("ELUR"), in substantially the form attached hereto as Exhibit E, in connection   with the investigation and/or remediation of the environmental condition of   the Property referenced in the Summary of Environmental Investigations and   Remedial Action Plan prepared by ALTA Environmental Corporation, dated   February 29, 2008 (the "Environmental   Report"). The ELUR shall be filed on the   land records in the town that the Property is located and shall restrict the   use of the Property in the manner as set forth in the ELUR. Landlord shall,   on request of Tenant, make a copy of the ELUR available to Tenant. Tenant   hereby agrees, at Landlord's request from time to time, to execute and   deliver one or more subordination agreements, in form and content as   prescribed by the laws and regulations governing the ELUR, to subordinate   this Lease to the ELUR. Landlord may modify the language of the ELUR, and   Tenant shall not withhold its subordination of such modified ELUR, provided,   that such modified ELUR does not diminish or affect Tenant's rights or   increase Tenant's liability or obligations under the Lease, or interfere with   Tenant's use and occupancy of, or access to the Premises. Failure of Tenant   to execute and deliver such subordination agreement(s) within 10 days after   Landlord's request shall constitute a default under this Lease. (e) The term "Hazardous Substances" means any hazardous, toxic or regulated materials, pollutants,   chemicals or contaminants as defined, determined or identified as such in any   Laws, whether a waste or not, including, without limitation, asbestos,   asbestos-containing materials, urea formaldehyde foam insulation,   polychlorinated biphenyls, and petroleum products. (f) As of the Effective   Date, to Landlord's knowledge and belief, the Property is in material   compliance with all environmental laws, rules and regulations, except as set   forth in the Environmental Report, and Landlord has received no notice of any   violations of any environmental laws, rules or regulations at the Property.   (g) Tenant hereby agrees to   defend, indemnify and hold harmless Landlord, its employees, agents, contractors, subcontractors, licensees,   invitees, successors and assigns from and against any   and all claims, losses, damages, liabilities, judgments, costs and expenses   (including, without limitation, attorneys' fees and costs incurred in the   investigation, defense and settlement of claims or remediation of   contamination) incurred by such indemnified parties as a result of the acts   or omissions of Tenant and the Tenant Parties   at the Premises which are prohibited under Article 32(a). Tenant shall bear,   pay and discharge, as and when the same become due and payable, any and all   such judgments or claims for damages, penalties or otherwise against such   indemnified parties, shall hold such indemnified parties harmless against all   claims, losses, damages, liabilities, costs and   expenses, and shall assume the burden and expense of defending all suits,   administrative proceedings, and negotiations of any description with any and   all persons, political subdivisions or 
    




 









	

    	
government   agencies arising out of any of the occurrences set forth in this Article 32.   The provisions of this Article shall survive termination of this Lease. (h)   Landlord hereby agrees to defend, indemnify and hold harmless Tenant and its directors, officers,   shareholders, employees, agents, contractors, subcontractors, licensees,   invitees, successors, and assigns, from and against any and all claims,   losses, damages, liabilities, judgments, costs and expenses   (including, without limitation, attorneys' fees and costs incurred in the investigation, defense and settlement of claims or   remediation of contamination) incurred by such indemnified parties as a   result of or in connection with the presence at or removal of Hazardous   Substances from the Property which were introduced onto the Property prior to   the Effective Date of the Lease, or by Landlord or the Landlord Parties.   Landlord shall bear, pay and discharge, as and when the same become due and   payable, any and all such judgments or claims for damages, penalties or   otherwise against such indemnified parties, shall hold such indemnified   parties harmless against all claims, losses, damages, liabilities, costs and   expenses, and shall assume the burden and expense of defending all suits,   administrative proceedings, and negotiations of any description with any and   all persons, political subdivisions or government agencies arising out of any   of the occurrences set forth in this Article 32. The provisions of this   Section shall survive termination of this Lease. 33. Miscellaneous. (a) This Lease and the rights and obligations of   the parties shall be interpreted, construed and enforced in accordance with   the Laws of the State of Connecticut and Landlord and "Tenant hereby   irrevocably consent to the jurisdiction and proper venue of such state. If any   term or provision of this Lease shall to any extent be invalid or   unenforceable, the remainder of this Lease shall not be affected, and each   provision of this Lease shall be valid and enforced to the fullest extent   permitted by Law. The headings and titles to the Articles and Sections of this   Lease are for convenience only and shall have no effect on the interpretation   of any part of the Lease. (b) Tenant shall not record this Lease without   Landlord's prior written consent. Landlord agrees, at Tenant's request, to   execute and deliver to Tenant a Notice of Lease in the form authorized by   Law, which Tenant may record at Tenant's expense. (c) Landlord and Tenant   hereby waive any right to trial by jury in any proceeding based upon a breach   of this Lease. (d) Whenever a period of time is prescribed for the taking of   an action by Landlord or Tenant, the period of time for the performance of   such action shall be extended by the number of days that the performance is   actually delayed due to strikes, labor disputes, acts of God, shortages of   labor or materials, unusual delay in deliveries of materials, war, civil   disturbances, fire, unavoidable casualties, and other causes beyond the   reasonable control of the performing party ("Force Majeure"). However, events of Force Majeure shall not extend any period of   time for the payment of Rent or other sums payable by either party or any   period of time for the written exercise of an option or right by either   party. 
    




 









	

    	
(e) Landlord   shall have the right to transfer and assign, in whole or in part, all of its rights and obligations under this   Lease and in the Building and/or Property referred to herein, and upon such   transfer, and such transferee's written agreement to be bound by the terms of   this Lease and assume Landlord's obligations hereunder from and after the   date of such transfer, Landlord shall be released from any further   obligations hereunder, and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such obligations.   (t) Tenant represents that it has not dealt with any broker in connection   with this Lease. Tenant shall indemnify and hold Landlord and the Landlord   Parties harmless from all claims of any brokers claiming to have represented   Tenant in connection with this Lease. Landlord agrees to indemnify and hold Tenant   and the Tenant Parties harmless from all claims of any brokers claiming to have represented Landlord in   connection with this Lease. (g) Tenant covenants, warrants and represents that: (i) each individual executing,   attesting and/or delivering this Lease on behalf of Tenant is authorized to   do so on behalf of Tenant; (ii) this Lease is binding upon Tenant; and (iii)   Tenant is duly organized and legally existing in the state of its   organization and is qualified to do business in the state in which the Premises   are located. If there is more than one Tenant, or if Tenant is comprised of   more than one party or entity, the obligations imposed upon Tenant shall be   joint and several obligations of all the parties and entities. Notices,   payments and agreements given or made by, with or to any one person or entity   shall be deemed to have been given or made by, with and to all of them. (h)   Landlord covenants, warrants and represents that: (i) each individual   executing, attesting and/or delivering this Lease on behalf of Landlord is   authorized to do so on behalf of Landlord; (ii) this Lease is binding upon   Landlord; and (iii) Landlord is duly organized and legally existing in the   state of its organization and is qualified to do business in the state in   which the Premises are located. If there is more than one Landlord, or if   Landlord is comprised of more than one party or entity, the obligations   imposed upon Landlord shall be joint and several obligations of all the   parties and entities. Notices, payments and agreements given or made by, with   or to any one person or entity shall be deemed to have been given or made by,   with and to all of them. (i) Time is of the essence with respect to Tenant's   exercise of any expansion, renewal or extension rights granted to Tenant. This   Lease shall create only the relationship of landlord and tenant between the   parties, and not a partnership, joint venture or any other relationship. This   Lease and the covenants and conditions in this Lease shall inure only to the   benefit of and be binding only upon Landlord and Tenant and their permitted   successors and assigns. (j) The expiration of the Term, whether by lapse of   time or otherwise, shall not relieve either party of any obligations which   accrued prior to or which may continue to accrue after the expiration or   early termination of this Lease and the terms and provisions of this Lease,   to the extent relevant, shall continue to govern and apply to the   relationship of Landlord and Tenant. 
    




 









	

    	
(k) Landlord   has delivered a copy of this Lease to Tenant for Tenant's review only, and   the delivery of it does not constitute an offer to Tenant or an option. This   Lease shall not be effective against any party hereto fully executed   counterparts of the Lease have been delivered to the parties hereto. (1) All   understandings and agreements previously made between the parties are   superseded by this Lease, and neither party is relying upon any warranty,   statement or representation not contained in this Lease. This Lease may be   modified only by a written agreement signed by Landlord and Tenant. (m)   Tenant shall, within 15 days after written request of Landlord, deliver to   Landlord a copy of its audited financial statement and, within 15 days after   Landlord's written request, such other financial information as Landlord may   reasonably request. Upon written request by Tenant, Landlord shall enter into   a commercially reasonable confidentiality agreement, in form and substance   acceptable to both Landlord and Tenant, covering any confidential information   that is disclosed by Tenant. (n) Tenant shall be entitled to 24 hour, seven   day a week access to the Premises and shall obtain said access by means of a   key card or other similar means to be provided by Landlord to afford access   to the Building. (o) Landlord shall provide Tenant, at Tenant's sole cost and   expense, a listing on a building directory in the lobby and with two signs:   one next to Tenant's entry door and another wall sign directing visitors to   the Tenant's Premises. 34. Option to   Expand. (a) Subject to the rights of existing tenant(s) whose lease(s)   pre-date this Lease, and so long as Tenant is not in default beyond the   expiration of any applicable notice and cure period on the date Tenant   delivers Tenant's Expansion Notice (as hereinafter defined) or at any time   thereafter through the commencement date of the Expansion Premises (as   hereinafter defined), Tenant shall have a one-time right of first offer (the   "Expansion Option") to lease all or part of the following available   space adjacent to the Premises: (i) approximately 672 rentable square feet of   space known as the "PWC Space", and (ii) approximately 3,835   rentable square feet of space known as the "Cure Space" (that   portion of the PWC Space and/or the Cure Space that Tenant elects to lease   shall be known as the "Expansion Premises"), from and after   September 1, 2009 through the remainder of the initial Term of the Lease and   any Extension Term of the Lease, at the rent and upon the other terms set   forth below. The PWC Space and the Cure Space are depicted in Exhibit D attached hereto. Tenant   shall exercise the Expansion Option by delivering notice to Landlord   ("Tenant's Expansion Notice") exercising the Expansion Option   during the period from August 15, 2009 to August 31, 2009. Tenant shall   accept the Expansion Premises in its "as-is" condition, subject to   the Substantial Completion of the Initial Alterations to the Expansion   Premises as set forth in Section 34(b) below. Tenant shall, promptly   following request by Landlord, execute and deliver a statement confirming   that the Expansion Option has been waived (provided that failure to 
    




 









	

    	
deliver said   statement shall not be construed to mean that Tenant has properly exercised   the Expansion Option). (b) If Tenant does timely and properly exercise the   Expansion Option, Tenant shall perform Initial Alterations of the Expansion   Premises in accordance with the procedures set forth in the Work Letter   attached hereto as Exhibit C,   provided that the Tenant Allowance for the Expansion Premises shall be $14.47   per rentable square foot. Tenant shall promptly commence Initial Alterations of the Expansion Premises and   diligently pursue to completion. From and after the date of Substantial   Completion of the Initial Alterations of the Expansion Premises, the   Expansion Premises shall be deemed part of the Premises, and Tenant shall   commence paying Base Rent and Additional Rent on the Expansion Premises.   Promptly following the date of Substantial Completion of the Expansion   Premises, Landlord and Tenant shall enter into a certificate that confirms   the date of Substantial Completion, the amount of space in the Expansion   Premises, the revised amount of Base Rent for the Premises and monthly   installments, the revised Tenant's Pro- Rata Share, and any other similar   items that cannot be determined until said date. (c) The Base Rent for the   Expansion Premises shall be the same as for the original Premises as set   forth in Section 1(d) (i.e., $24.88 psf from the rent commencement date of   the Expansion Premises through the end of Lease Year 1, increasing to $25.21   psf for Lease Year 2, and then increasing to $25.54 for Lease Year 3). (d)   The Expansion Option shall automatically terminate upon the earlier to occur   of (i) the expiration or termination of this Lease, (ii) the termination of Tenant's   right to possession of the Premises, or (iii) the failure of Tenant to timely   exercise any right to lease space under its Expansion Option. 35. Renewal. (a) Provided that Tenant is not in default under the Lease beyond   the expiration of applicable notice and   cure periods on the date Tenant delivers Tenant's Renewal Notice (as hereinafter   defined) or at any time thereafter through the commencement date of a Renewal   Term (as hereinafter defined), Tenant shall have two options (each, a   "Renewal Option") to renew the Lease for a period of three years   each (each such term a "Renewal Term") at the rent and upon the   other terms set forth below. Tenant shall   exercise the Renewal Option by delivering notice to Landlord ("Tenant's Renewal Notice") no later than 270 days prior to the end of the initial Lease   Term, or the first Renewal Term, as applicable. Time shall be of the essence   with respect to Tenant's exercise of the Renewal Option and delivery of   Tenant's Renewal Notice. In the event that Tenant shall fail to deliver   Tenant's Renewal Notice in accordance with the provisions hereof, Tenant   shall be deemed to have forever waived its right to exercise the Renewal   Option and Tenant shall, promptly following request by Landlord, execute and   deliver a statement confirming that the Renewal Option has been waived   (provided that failure to deliver said statement shall not be construed to   mean that Tenant has properly exercised the Renewal Option). (b) Upon   Landlord's receipt of Tenant's Renewal Notice in accordance with the   requirements of this Section, the Lease, subject to the provisions of this   Section, shall be 
    




 









	

    	
automatically   extended for such Renewal Term with the same force and effect as if the   Renewal Term had been originally included in the term of the Lease, except   that the Base Rent under the Lease shall be at the rates that follow,   multiplied by the number of rentable square feet of the Premises (which may   include space leased pursuant to the Expansion Option, if it was exercised by   Tenant) to be renewed: Period Rent per RSF First Renewal Term Lease Year 4   $25.54 Lease Year 5 $25.88 Lease Year 6 $26.22 Second Renewal Term Lease Year   7 $26.22 Lease Year 8 $26.58 Lease Year 9 $26.93 (c) The Renewal Options   shall automatically terminate and become null, void and of no force and   effect upon the earlier to occur of (1) the expiration or termination of the   Lease by Landlord or pursuant to law, (2) the termination or surrender of   Tenant's right to possession of the Premises, (3) the sublease by Tenant of   the Premises or any part thereof, or (4) the failure of Tenant to timely and   properly exercise any Renewal Option. Notwithstanding the above, Tenant's   initial sublease of the Expansion Space (as contemplated in Section 13(a))   shall not act to terminate T'enant's Renewal Option as set forth herein. 36. Entire Agreement. This Lease and the   following exhibits and attachments constitute the entire agreement between   the parties and supersede all prior agreements and understandings related to   the Premises, including all lease proposals, letters of intent and other   documents: Exhibit A (Legal   Description of Property), Exhibit A-1 (Outline and Location of Premises on the Commencement Date), Exhibit A-2 (Outline and Location of the Lab   Space and Office Space), Exhibit B   (Rules and Regulations), Exhibit C   (Work Letter Agreement), Exhibit D   (PWC Space and Cure Space), and Exhibit   E (Environmental Land Use Restriction). (Remainder of page intentionally   blank, signature page to follow). 
    




 






 

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

 

	
 
    	
LANDLORD:
    
	
 
    	
 
    
	
 
    	
WE GEORGE STREET, L.L.C.
    
	
 
    	
 
    
	
 
    	
By: 
    	
WE George Street Holdings LLC
    
	
 
    	
 
    	
Its Manager
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By: 
    	
WE George Street Manager Corp.
    
	
 
    	
 
    	
 
    	
Its Sole Member
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
/s/ Carter J. Winstanley
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Carter J. Winstanley
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Its President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
TENANT:
    
	
 
    	
 
    
	
 
    	
KOLLTAN PHARMACEUTICALS INC.
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Michael Schmertzler
    
	
 
    	
 
    	
Name:
    	
Michael Schmertzler
    
	
 
    	
 
    	
Title:
    	
CEO
    


 

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EXHIBIT A LEGAL   DESCRIPTION OF PROPERTY LEGAL   DESCRIPTION All that certain piece or parcel   of land, with the buildings and improvements thereon, shown as Parcel 1 on a   survey entitled "Division of Land The Southern New England Telephone   Company York, George, College Streets & North Frontage Road New Haven,   Connecticut, Sheet No. 2 of 2", Dated 7/09/96, revised 8/06/96, Scale   1"=40', by Fuss & O'Neill, Inc., Consulting Engineers, which survey   was filed in the Office of the New Haven Town Clerk on October 18, 1996. Said   Parcel 1 is more particularly described as follows: Beginning at a point   marking the northeast corner of Parcel 1; Thence running S 60° 26' 10" E   along George Street, 63.97 feet; Thence running S 60° 50' 20" E along   George Street, to a concrete monument 269.61 feet; Thence running along a   curve to the right having a radius of 28.00' along the intersection of George   Street and College Street, a distance of 44.09 feet; Thence running S 29° 22'   54" W along College Street, 202.68 feet; Thence running along a curve to   the right having a radius of 37.00' along the intersection of College street   and North Frontage Road, a distance of 61.79 feet; Thence running along a   curve to the left having a radius of 3984.72' along North Frontage Road, a   distance of 322.45 feet; Thence turning and running N 29° 33' 38" E   along Parcel 2 as shown on said map, 247.73 feet to the point and place of   beginning. Together with all easements and rights set forth in Quit Claim   Deed from The Southern New England Telephone Company to 300 George Street LLC   dated October 1, 1996, recorded October 18, 1996 in Volume 5058, Page 150 at   2:27 p.m. of the New Haven Land Records. 
    




 









	

    	
EXHIBIT A-1 OUTLINE AND LOCATION OF PREMISES 
    




 









	

    	
[LOGO]
    




 









	

    	
EXHIBIT A-2   OUTLINE AND LOCATION OF THE LAB SPACE AND OFFICE SPACE 
    




 









	

    	
[LOGO]
    




 









	

    	
EXHIBIT B BUILDING RULES AND REGULATIONS The following rules and regulations shall apply, where   applicable, to the Premises, the Building, the parking garage (if any), the   Property and the appurtenances. Capitalized terms have the same meaning as   defined in the Lease. 1. Sidewalks, doorways, vestibules, halls, stairways   and other similar areas shall not be obstructed by Tenant or used by Tenant   for any purpose other than ingress and egress to and from the Premises. No   rubbish, litter, trash, or material shall be placed, emptied, or thrown in   those areas. At no time shall Tenant permit Tenant's employees to loiter in   Common Areas or elsewhere about the Building or Property. Plumbing fixtures   and appliances shall be used only for the purpose for which designed, and no   sweepings, rubbish, rags or other unsuitable material shall be thrown or   placed in the fixtures or appliances. Damage resulting to fixtures or   appliances by Tenant, its agents, employees or agents, shall be paid for by   Tenant, and Landlord shall not be responsible for the damage. 3. No signs,   advertisements or notices shall be painted or affixed to windows, doors or   other party of the Building, except those of such color, size, style and in   such places as are first approved in writing by Landlord. All tenant   identification and suite numbers at the entrance to the Premises shall be   installed by Landlord, at Tenant's cost and expense, using the standard   graphics for the Building. Except in connection with the hanging of   lightweight pictures and wall decorations, no nails, hooks or screws shall be   inserted into any part of the Premises or Building except by the Building   maintenance personnel. Landlord shall provide and maintain in the first floor   (main lobby) of the Building an alphabetical directory board or other   directory device listing tenants, as well as signage at the entrance to its   Premises and no other directory shall be permitted unless previously   consented to by Landlord in writing. 5 Tenant shall not place any lock(s) on   any door in the Premises or Building without Landlord's prior written consent   and Landlord shall have the right to retain at all times and to use keys to   all locks within and into the Premises. A reasonable number of keys to the locks   on the entry doors in the Premises shall be furnished by Landlord to Tenant   at Tenant's cost, and Tenant shall not make any duplicate keys. All keys   shall be returned to Landlord at the expiration or early termination of this   Lease. 6. All contractors, contractor's representatives and installation   technicians performing work in the Building shall be subject to Landlord's   prior approval, not to be unreasonably withheld and shall be required to   comply with Landlord's standard rules, regulations, policies and procedures,   which may be revised from time to time. 
    




 









	

    	
7. Movement in   or out of the Building of furniture or office equipment, or dispatch or   receipt by Tenant of merchandise or materials requiring the use of elevators,   stairways, lobby areas or loading dock areas, shall be restricted to   reasonable hours designated by Landlord. Tenant shall obtain Landlord's prior   approval by providing a detailed listing of the activity. If approved by   Landlord, the activity shall be under the supervision of Landlord and   performed in the manner required by Landlord. Tenant shall assume all risk   for damage to articles moved and injury to any persons resulting activity. If   equipment, property, or personnel of Landlord or of any other party is   damaged or injured as a result of or in connection with the activity, Tenant   shall be solely liable for any resulting damage or loss. If building   personnel are on-site during the move outside of normal business hours,   Tenant shall reimburse Landlord for 1.25 times the costs incurred. 8.   Landlord shall have the right to approve the weight, size, or location of   heavy equipment or articles in and about the Premises. Damage to the Building   by the installation, maintenance, operation, existence or removal of the   property of Tenant shall be repaired at Tenant's sole expense. 9. Corridor   doors, when not in use, shall be kept closed. 10. Tenant shall not: (1) make   or permit any improper, objectionable or unpleasant noises or odors in the   Building, or otherwise interfere in any way with other tenants or persons   having business with them; (2) solicit business or distribute, or cause to be   distributed, in any portion of the Building, handbills, promotional materials   or other advertising; or (3) conduct or permit other activities in the   Building that might, in Landlord's sole opinion, constitute a nuisance. 1 1.   No animals, except those assisting handicapped persons or those necessary for   the conduct of Tenant's business, shall be brought into the Building or kept   in or about the Premises. 12. Tenant shall not use, or permit any part of the   Premises to be used, for lodging, sleeping or for any illegal purpose. 13. Tenant shall not install, operate or maintain in the   Premises or in any other area of the Building, electrical equipment that   would overload the electrical system beyond its capacity for proper, efficient and safe operation as determined solely by   Landlord. Tenant shall not furnish cooling or heating to the Premises,   including, without limitation, the use of electronic or gas heating devices,   without Landlord's prior written consent. Tenant shall not use more than its   proportionate share of telephone lines and other telecommunication facilities   available to service the Building. 14.   Tenant shall not operate or permit to be operated a coin or token operated   vending machine or similar device (including, without limitation, telephones,   lockers, toilets, amusement devices and machines for sale of beverages,   foods, candy, cigarettes and other goods). 
    




 









	

    	
15. Bicycles   and other vehicles are not permitted inside the Building or on the walkways   outside the Building, except in areas designated by Landlord. 16. Landlord   may from time to time adopt systems and procedures for the security and   safety of the Building, its occupants, entry, use and contents. Tenant, its   agents, employees, contractors, guests and invitees shall comply with   Landlord's systems and procedures. 17. Landlord shall have the right to   prohibit the use of the name of the Building or any other publicity by Tenant   that in Landlord's sole opinion may impair the reputation of the Building or   its desirability. Upon written notice from Landlord, Tenant shall refrain   from and discontinue such publicity immediately. 18. Tenant shall not canvas,   solicit or peddle in or about the Building or the Property. 19. Neither   Tenant nor its agents, employees, contractors, guests or invitees shall smoke   or permit smoking in the Premises or in Common Areas, unless the Common Areas   have been declared a designated smoking area by Landlord. Landlord shall have   the right to designate the entirety of the Building (including the Premises)   as a non-smoking building. 20. Landlord shall have the right to designate and   approve standard window coverings for the Premises and to establish rules to   assure that the Building presents a uniform exterior appearance. Landlord   shall provide existing Building standard blinds on the exterior windows of   the Premises. Tenant shall ensure, to the extent reasonably practicable, that   window coverings are closed on windows in the Premises while they are exposed   to the direct rays of the sun. 21. Deliveries to and from the Premises shall   be made only at the times, in the areas and through the entrances and exits   designated by Landlord. Tenant shall not make deliveries to or from the Premises   in a manner that might interfere with the use by any other tenant of its   premises or of the Common Areas, any pedestrian use, or any use which is   inconsistent with good business practice. 22. The work of cleaning personnel   in the common areas shall not be hindered by Tenant after 5:30 p.m., and   cleaning work may be done at any time when the offices are vacant. Windows,   doors and fixtures may be cleaned at any time. Tenant will comply with the   Building's recycling policies. 
    




 









	

    	
EXHIBIT C WORK LETTER I. INITIAL ALTERATIONS AND   ALLOWANCE. A. Tenant, following the full and final execution and delivery of this Lease and all prepaid   rental and security deposits required hereunder shall have the right to   perform alterations and improvements in the Premises (the "Initial   Alterations"). Notwithstanding the foregoing, Initial Alterations may   not be performed in the Premises unless and until Tenant has complied with   all of the terms and conditions of the provisions of this Lease, including,   without limitation, approval by Landlord of the final plans for the Initial   Alterations. The plans and drawings prepared by Murdock Young Architects   dated November 24, 2008 (the "Layout Plan") are hereby deemed   approved by Landlord, with the exception of the location of the door to the   Premises, which door shall be relocated to its original position. Tenant   shall cause to be prepared complete construction drawings, plans and   specifications for the Initial Alterations based on the Layout Plan, in form   and substance suitable and adequate for submission, if necessary, to the   appropriate government authority(ies) for approval and in a form reasonably   satisfactory to Landlord, and which shall be submitted to Landlord for its   review and approval. Tenant shall be responsible for all elements of the   design of Tenant's drawings, plans and specifications relating to   functionality of design, compliance with Laws, the structural integrity of   the design, the configuration of the Premises and the placement of Tenant's   furniture, appliances and equipment. Landlord's approval of Tenant's plans   and specifications shall in no event relieve Tenant and its architect and   engineer of the responsibility for such design. All plans and specifications   shall be prepared in accordance with all applicable Laws and the capacities   of the Building allocated to the Premises and not exceed those capacities   unless Tenant agrees to pay for any necessary costs to increase such   capacities. The completed construction drawings, plans and specifications, as   approved by Landlord and Tenant, are sometimes referred to herein as   "Tenant Improvement Plans". B. Landlord shall permit Tenant to   deviate from the Building standards for the Initial Alterations; provided   that (1) the deviations shall not be of a lesser quality than the standards;   (2) the deviations conform to applicable governmental regulations; (3) the   deviations do not require base Building services or systems beyond that   reasonably allocated to the Premises by Landlord and do not overload the   floors; (4) Landlord has determined in its sole discretion that the   deviations are of a nature and quality that are consistent with the overall   objectives of Landlord for the Building; and (5) the cost associated with any   deviation shall be included within the cost of the Initial Alterations. C.   "Tenant shall, if necessary, submit Tenant Improvement Plans to the   appropriate governmental authority(ies) for approval and the issuance of   necessary building and other permits (the "Permits"). Tenant shall   cause to be made any changes in the plans and specifications necessary to   obtain the Permits. After the final approval of Tenant Improvement Plans, no   further changes to Tenant Improvement Plans may be made without the prior   written approval from both Landlord and Tenant (which approval shall not be   unreasonably withheld or 
    




 









	

    	
delayed), which   shall include agreement by Tenant to pay costs in excess of the Tenant   Allowance (as defined below) resulting from the design and/or construction of   such changes. D. Landlord shall provide approval or return the Tenant   Improvement Plans with comments within five (5) business days of Tenant's   request for same (and such deadline shall apply to all requests for approval   pursuant to Section LA and Section I.0 above). If Landlord fails to respond   within such five (5) day time period, Landlord's failure to so respond shall   be deemed approval. E. Landlord shall not be expected nor required to obtain   any permits or approvals relating to (1) any back-up generator or other   personal property and equipment installed on Tenant's behalf and (2) Tenant's   use of and operations of its business in the Premises. Tenant shall be solely   responsible for obtaining, at its sole cost and expense, all permits and   approvals necessary or appropriate for the conduct of its business, operation   of its property and equipment and use of the Premises. Tenant shall, through   its contractor, obtain Permit(s) for the construction of the Initial   Alterations and any temporary and/or permanent certificate(s) of occupancy   issued pursuant to such validly obtained Permits upon completion of the   Initial Alterations. Landlord agrees to reasonably cooperate with and assist   Tenant in obtaining the Permit(s) and Certificates of Occupancy. Tenant's   failure to obtain such Permit(s) and/or Certificates of Occupancy shall not   cause a delay in the Tenant's obligation to pay Rent or any other obligations   set forth in the Lease, unless such failure is due to the negligent act or   omission of, default of, failure to cooperate by, or existing problems with the   Building that are the fault of, Landlord or its agents, contractors,   employees, invitees or visitors. II. CONSTRUCTION OF INITIAL ALTERATIONS. A.   Tenant shall enter into a construction contract with its contractor for the   construction of the Initial Alterations in accordance with Tenant Improvement   Plans. The identity of the contractor selected by Tenant shall be approved in   advance by Landlord, which approval shall not be unreasonably withheld or   delayed. Tenant shall use only new, first-class materials in the Initial   Alterations, except where explicitly shown in the Tenant Improvement Plans.   All Initial Alterations shall be performed in a good and workmanlike manner.   The cost of such work shall be paid as provided in Section III hereof.   Landlord shall not be liable for any direct or   indirect costs, expenses or damages as a result of delays in construction   caused by Tenant Delays (as defined below) or Force Majeure. B. Tenant's   contractor shall carry (i) Comprehensive General Liability Insurance   (including Contractors' Protective Liability) in an amount not less than   $3,000,000.00 per occurrence combined single limit , which insurance shall   also provide for explosion and collapse, completed operations coverage and   broad form blanket contractual liability coverage, and (ii)   "All-risk" builder's risk insurance upon the entire Initial   Alterations to the full insurable value thereof, which shall include the interest of Landlord and   Tenant (and their respective contractors and subcontractors of any tier to   the extent of any insurable interest therein) in the Initial Alterations and   shall insure against the perils of fire and extended coverage and shall   include "all-risk" builder's risk insurance for physical loss or   damage including, without 
    




 









	

    	
duplication of coverage, theft, vandalism and malicious mischief. Any loss   insured under said "all-risk" builder's risk insurance is to be   adjusted with Landlord and Tenant and made payable to Landlord, as trustee   for the insureds, as their interests may appear. All such policies of   insurance shall name Landlord as an additional insured, and Tenant shall   provide a certificate of insurance evidencing the foregoing coverage prior to   commencement of the Initial Alterations. C. Without limitation of the   indemnification provisions contained in the Lease, to the fullest extent   permitted by law Tenant agrees to indemnify, protect, defend and hold   harmless Landlord; the parties listed, or required by, the Lease to be named   as additional insureds; Landlord's contractors; and Landlord's architects;   and their respective beneficiaries, partners, directors, officers, employees   and agents, from and against all claims, liabilities, losses, damages and   expenses of whatever nature arising out of or in connection with the acts,   omissions or negligence of Tenant, Tenant's contractors, employees, agents,   architects, invitees and visitors in connection with   the Initial Alterations (except if arising out of or in connection with (i)   latent defects in the Building or Premises or (ii) the acts, omissions or   negligence of Landlord, the parties listed, or required by, the Lease to be   named additional insureds, Landlord's contractors, employees, agents, architects, visitors and invitees) or the   entry of Tenant or Tenant's   contractors into the Premises, including,   without limitation, mechanic's liens, the cost of any repairs to the Premises necessitated by activities   of Tenant or Tenant's contractors, bodily injury to persons or damage to the   property of Tenant, its employees, agents, invitees, licensees or others. It   is understood and agreed that the foregoing indemnity shall be in addition to   the insurance requirements set forth above and shall not be in discharge of   or in substitution for same or any other   indemnity or insurance provision of the Lease. D. Tenant and Tenant's   contractors shall take all precautionary steps to minimize dust, noise and   construction traffic, and to protect their facilities and the facilities of   others affected by the Initial Alterations and to properly police same.   Construction equipment and materials are to be kept within the Premises and   delivery and loading of equipment and materials shall be done at such   locations and at such time as Landlord shall direct so as not to burden the   construction or operation of the Building. If and as required by Landlord,   the Premises shall be sealed off from the balance of the other tenant space   on the floor containing the Premises so as to minimize the disbursement of   dirt, debris and noise. Tenant and Tenant's contractors shall perform standard   work on the Initial Alterations between the hours of 7:00 a.m. and 6:00 p.m.   Monday through Saturday ("Working Hours"), provided, however, that any work which shall be considered, in Landlord's reasonable   discretion, to cause excessive noise and/or vibration shall he performed   before or after Working Hours. E. Landlord shall have the right to order   Tenant or any of Tenant's contractors who, after written notice and a   reasonable opportunity to cure such violation, continue to violate the   requirements contained in this Work Letter and imposed on Tenant or Tenant's   contractors in performing the Initial Alterations, to cease work and remove   its equipment and employees from the Building. No such action by Landlord   shall delay Tenant's obligation to pay Rent or any other obligations therein   set forth. 
    




 









	

    	
F. Utility   costs or charges for any service (including   HVAC, hoisting or freight elevator and the like) to the Premises shall be the   responsibility of Tenant from the date Tenant is obligated to commence or commences   the Initial Alterations and shall be paid for by Tenant at Landlord's   standard rates then in effect. Tenant shall apply and pay for all utility   meters required. Tenant shall pay for all support services provided by   Landlord's contractors at Tenant's request or at Landlord's discretion   resulting from breaches or defaults by Tenant under this Work Letter. All use   of freight elevators is subject to (i) scheduling by Landlord or property   manager, and (ii) the rules and regulations of the Building. Tenant shall   arrange and pay for removal of construction debris and shall not place debris   in the Building's waste containers. If required by Landlord, Tenant shall   sort and separate its waste and debris for recycling and/or environmental law   compliance purposes. Tenant or Tenant's contractor may provide for a dumpster   to be located and utilized at the Property, subject, however to scheduling by   Landlord or property manager. G. Tenant shall permit access to the Premises,   and the Initial Alterations shall be subject to inspection, by Landlord and   Landlord's architects, engineers, contractors and other representatives, at   all times during the period in which the Initial Alterations are being   constructed and installed and immediately following completion of the Initial   Alterations. H. Landlord shall provide, at no cost to Tenant, the services of   an on-site project manager, who will be charged with the task of performing   daily supervision of the Initial Alterations. Such on-site project manager   shall be familiar with all rules and regulations and procedures of the   Building and all personnel of the Building engaged directly or indirectly in   the management, operation and construction of the Building, and shall work   with the contractors to ensure a seamless connection between the design and   the construction of the Initial Alterations. Such on-site project manager   shall be accountable and responsible to Tenant and to Landlord, and where   necessary shall serve as a liaison between Landlord and Tenant with respect   to the Initial Alterations. III. PAYMENT OF COST OF THE INITIAL   ALTERATIONS. A. Landlord agrees to contribute the sum of up to $162,500.00 (the "Tenant Allowance") to be applied toward the cost of the Initial Alterations. The   Tenant Allowance shall be used only for: Soft costs, including, without   limitation, payment of the cost of preparing any initial space plan and the   final working drawings and specifications, including mechanical, electrical,   plumbing and structural drawings and of all other aspects of Tenant Improvement   P lans. (2) The payment of plan check, permit and license fees relating to   construction of the Initial Alterations. (3) Construction of Initial   Alterations, including, without limitation, the following: 
    




 









	

    	
(a)   Installation within the Premises of all partitioning, doors, floor coverings,   ceilings, wall coverings and painting, millwork and similar items. (b) All   electrical wiring, lighting fixtures, outlets and switches, and other   electrical work to be installed within the Premises. (c) All additional   Tenant requirements including, but not limited to, odor control, special   heating, ventilation and air conditioning, noise or vibration control,   plumbing systems and other special systems. (d) All fire and life protection   systems such as fire walls, alarms and accessories, safety control systems,   sprinklers, halon, fire piping, and wiring installed within the Premises. (e)   All plumbing fixtures, pipes and accessories to be installed within the   Premises. (f) Testing and inspection costs. (g) Contractor's fees, including,   but not limited to, any fees based on general conditions. (h) Architectural,   engineering and energy management services. (i) Installation of check meters   or flow meters for all Utilities serving the Premises as set forth in Section   1 l of the Lease. B. The approved cost of the performance of the Initial   Alterations shall be first charged against the Tenant Allowance. Tenant shall   submit to Landlord, from time to time, but not more often than two times in   any month, an application for payment (less the amount of any contract   retainage), which shall be signed by Tenant's general contractor and the   architect, for the portion of the work completed, together with the following   information: (1) A copy of a receipted invoice or other evidence reasonably   satisfactory to Landlord of the payment by Tenant of the prior application   for payment (not applicable to the first application for payment). (2) Lien   waivers from all parties supplying labor or material in connection with the   Initial Alterations, in form reasonably acceptable to Landlord, which waiver   may be conditioned only upon payment of work covered by the application for   payment. Landlord and Tenant acknowledge that the cost of installing the   Initial Alterations may exceed the Tenant Allowance. The amount by which the   cost of the Initial Alterations exceeds the Tenant Allowance is referred to   as the "Excess Cost". Tenant shall pay for the Excess Cost, 111219 v11 67239.073 
    




 









	

    	
and failure to   do so shall be a default under the Lease. C. In no event shall the Tenant   Allowance be used for the purchase of equipment, furniture or other items of   personal property of Tenant. In the event the entire Tenant Allowance is not   utilized or disbursed, any unused amount shall accrue to the sole benefit of   Landlord, it being understood that Tenant shall not be entitled to any   credit, abatement or other concession in connection therewith. Tenant shall   be responsible for all applicable state sales or use taxes, if any, payable   in connection with the Initial Alterations, Tenant Allowance and/or Excess   Cost. D. If Tenant fails to make any payment relating to the Initial   Alterations as required hereunder, Landlord, at its option, may complete the   Initial Alterations pursuant to the Tenant Improvement Plans and continue to   hold Tenant liable for the costs thereof and all other costs due to Landlord.   Tenant's failure to pay any amounts owed by Tenant hereunder when due or   Tenant's failure to perform its obligations hereunder shall also constitute a   default under the Lease and Landlord shall have all the rights and remedies   granted to Landlord under the Lease for nonpayment of any amounts owed   thereunder or failure by Tenant to perform its obligations thereunder. IV. COMPLETION.  A. Tenant shall   proceed with the Initial Alterations expeditiously, continuously and   efficiently, and shall use its best efforts to effect Substantial Completion   of the Initial Alterations on or before one hundred eighty (180) days after   the date Landlord tenders possession of the Premises to Tenant for the   construction of the Initial Alterations, and Tenant shall notify Landlord   upon completion of the Initial Alterations. Tenant shall promptly complete   all punch list items associated with the Initial Alterations. B. Substantial   Completion of the Initial Alterations for the Office Space or the Lab Space   (as applicable for each of these spaces) shall be the date which is the   earlier to occur of (1) the date when Tenant occupies all or any portion of   the Lab Space or Office Space, as   applicable, for its business use or (2) the date when the building department   or other appropriate governmental authority having jurisdiction issues either   a Certificate of Occupancy, a Temporary Certificate of Occupancy or other   communication or approval permitting legal occupancy of the Lab Space or   Office Space, as applicable. V. APPLICABILITY OF WORK LETTER. This Exhibit shall not be deemed applicable to any additional   space added to the original Premises at any   time or from time to time, whether by any options   under the Lease or otherwise, or   to any portion of the original Premises or any additions to the Premises in   the event of a renewal or extension of the original Term of this Lease,   whether by any options under the Lease or otherwise, unless expressly so   provided in the Lease or any amendment or supplement to the Lease. 
    




 









	

    	
EXHIBIT D PWC SPACE AND CURE SPACE 
    




 









	

    	
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EXHIBIT E ENVIRONMENTAL LAND USE RESTRICTION 
    




 









	

    	
DECLARATION OF   ENVIRONMENTAL LAND USE RESTRICTION AND GRANT OF EASEMENT This Declaration of   Environmental Land Use Restriction and Grant   of Easement is made this day of , between WE   George Street, L.L.C. (the "Grantor") and the Commissioner of   Environmental Protection of the State of   Connecticut (the "Grantee"). WITNESSETH: WHEREAS. Grantor is the   owner in fee simple of certain real property (the "Property") known   as 300 George Street, located in the City of New Haven, New Haven County,   Connecticut designated as Map #262, Block #203, Parcel #001 on the tax map of   the City of New Haven, New Haven County, Connecticut, more particularly   described on Exhibit A which is attached hereto and made a part hereof; and   WHEREAS, the Grantee has determined that the environmental land use   restriction set forth below is consistent with regulations adopted pursuant   to Section 22a-133k of the Connecticut General Statutes; and WHEREAS, the   Grantee has determined that this environmental land use restriction will   effectively protect public health and the environment from the hazards of   pollution; and WHEREAS. the Grantee's written approval of this environmental   land use restriction is contained in the document attached hereto as Exhibit   B (the "Decision Document")   which is made a part hereof: and WI IEREAS,   the property or portion thereof identified in the class A-2 survey (the "Subject Area") which survey is attached hereto as Exhibit C which   is made a part hereof, may contain pollutants; and WHEREAS, to prevent exposure to or migration of any such pollutants and to abate   hazards to human health and the environment and in accordance with the   Decision Document, the Grantor   desires to impose certain restrictions upon the use, occupancy, and   activities of and at the Subject   Area, and to grant this environmental land use   restriction to the Grantee on the terms and conditions set   forth below; and WHEREAS, Grantor intends that such restrictions shall run   with the land and be binding upon and   enforceable against Grantor and Grantor's successors and assigns; NOW, THEREFORE, Grantor agrees as follows: I. Purpose. In accordance   with the Decision Document, the purpose of this environmental land use   restriction is to assure that humans are not exposed to soils at the Subject Area polluted with substances in concentrations   exceeding the direct exposure criteria established in R.C.S.A. sections 22a- 133k- I through 22a-133k-3,   inclusive, and that water does not infiltrate soils at the Subject Area   polluted with substances in concentrations exceeding the pollutant mobility   criteria established in R.C.S.A. sections 22a- 133k-I through 22a-I 33k-3, inclusive. 2. Restrictions Applicable to the Property and the Subject Area. In   furtherance of the purposes of this environmental land use restriction,   Grantor shall assure that use, occupancy, and activity of and at the   Subject Area are restricted as follows: Disturbances. Inaccessible soil in   Subject Area A and Subject Area B (i.e., beneath the existing on-site   building vault, and a portion of the on-site trench) shall not be exposed as a   result of excavation, demolition or other activities. The building slab in   Subject Area A 
    




 









	

    	
and Subject Area   B, shall not be disturbed in any manner by activities such as demolition,   excavation or other intrusive activities. B. Demolition. Demolition of the   existing building at the Property, within Subject Area A and Subject Area B,   shall not be permitted, and soil in Subject Area A shall not be exposed to   infiltration of water. 3. Except as provided in Paragraph 4 below, no action   shall be taken, allowed, suffered, or omitted if such action or omission is   reasonably likely to: i. Create a risk of migration of pollutants or a potential hazard   to human health or the environment, or Result in a disturbance of the   structural integrity of any engineering controls designed or utilized at the   Property to contain pollutants or limit human exposure to pollutants. 4.   Emergencies. In the event of an emergency which presents a significant risk   to human health or the environment, the application of Paragraphs 2 and 3   above may be suspended, provided such risk cannot be abated without   suspending such Paragraphs and the Grantor: 1. Immediately notifies the   Grantee of the emergency; Limits both the extent and duration of the   suspension to the minimum reasonably necessary to adequately respond to the   emergency; iii. Implements all measures necessary to limit actual and   potential present and future risk to human health and the environment   resulting from such suspension; and iv. Implements a plan approved in writing   by the Grantee, on a schedule approved by the Grantee, to ensure that the   Subject Area is remediated in accordance with R.C.S.A. sections 22a-133k-1   through 22a-133k-3, inclusive, or restored to its condition prior to such   emergency. 5. Release of Restriction; Alterations of Subject Area. Grantor   shall not make, or allow or suffer to be made, any alteration of any kind in,   to, or about any portion of any of the Subject Area inconsistent with this   environmental land use restriction unless the Grantor has first recorded the   Grantee's riven approval of such alteration upon the land records of City of   New Haven, New Haven County, Connecticut. The Grantee shall not approve any   such alteration and shall not release the Property from the provisions of   this environmental land use restriction unless the Grantor demonstrates to   the Grantee's satisfaction that Grantor has remediated the Subject Area in   accordance with R.C.S.A. sections 22a-133k-I through 22a-133k-3, inclusive.   6. Grant of Easement to the Grantee. Grantor hereby grants and conveys to the   Grantee, the Grantee's agents, contractors, and employees, and to any person   performing pollution remediation activities under the direction thereof, a   non-exclusive easement (the "Easement") over the Subject Area and   over such other parts of the Property as are necessary for access to the   Subject Area or for carrying out any actions to abate a threat to human   health or the environment associated with the Subject Area. Pursuant to this   Easement, the Grantee, the Grantee's agents, contractors, and employees, and   any person performing pollution remediation activities under the direction   thereof, may enter upon and inspect the Property and perform such   investigations and actions as the Grantee deems necessary for any one or more   of the following purposes: Ensuring that use, occupancy, and activities of   and at the Property are consistent with this environmental land use   restriction; ii. Ensuring that any remediation implemented complies with   R.C.S.A. sections 22a-133k-1 through 22a-133k-3, inclusive; and 
    




 









	

    	
i i i .   Performing any additional investigations or remediation necessary to protect   human health and the environment.7. Notice and Time of Entry onto Property.   Entry onto the Property by the Grantee pursuant to this Easement shall be   upon reasonable notice and at reasonable times, provided that entry shall not   be subject to these limitations if the Grantee determines that immediate   entry is necessary to protect human health or the environment. 8. Notice to Lessees and Other   Holders of Interests in the Property. Grantor, or any future holder of any   interest in the property, shall cause any lease, grant, or other transfer of   any interest in the Property to include a provision expressly requiring the   lessee, grantee, or transferee to comply with this declaration of   environmental land use restriction and grant of easement. The failure to   include such provision shall not affect the validity or applicability to the   Property of this declaration of environmental land use restriction and grant   of easement. 9. Persons Entitled to Enforce Restrictions. The restrictions in   this environmental land use restriction on use, occupancy, and activity of   and at the Property shall be enforceable in accordance with section 22a-133p   of the General Statutes. 10 Severabi lit)/ and Termination. If any court of   competent jurisdiction determines that any provision of this declaration of   environmental land use restriction or grant of easement is invalid or   unenforceable, such provision shall be deemed to have been modified   automatically to conform to the requirements for validity and enforceability   as determined by such court. In the event that the provision invalidated is   of such nature that it cannot be so modified, the provision shall be deemed   deleted from this instrument as though it had never been included herein. In   either case, the remaining provisions of this instrument shall remain in full   force and effect. Further, in either case, the Grantor shall submit a copy of   this restriction and of the judgement of the Court to the Grantee in   accordance with R.C.S.A. section 22a- 133q-1(1). This environmental land use   restriction shall be terminated if the Grantee provides notification pursuant   to R.C.S.A. section 22a-133q-1(1). 11. Binding Effect. All of the terms, covenants and conditions   of this declaration of environmental land use restriction and grant of   easement shall run with the land and shall be binding on the Grantor. the   Grantor's successors and assigns, and each owner and any other party entitled   to possession or use of the Property during such period of ownership or   possession. 17. Terms Used Herein. The definitions of terms used herein shall   be the same as the definitions contained in sections 22a-133k-1 and   22a-133q-1 of the Regulations of Connecticut State Agencies as such sections   existed on the date of execution of this environmental land use restriction. [Signature Page Follows] 
    




 









	

    	
Declaration of   Environmental Land Use Restriction and Grant of Easement 300 George Street   New Haven, Connecticut] GRANTOR: WE   George Street, L.L.C. Date Witnesses: Signature Printed/Typed   Name Signature Printed/Typed   Name STATE OF ) COUNTY OF   Personally appeared of signer and sealer of the foregoing instrument, and acknowledged   the same to be his/her free act and   deed, and the tree act and deed of said corporation,   before me. Notary Public/Commissioner of the Superior Court GRANTEE: Grantee,   the Commissioner of Environmental Protection, by her duly   designated agent, Betsey Wingfield, Bureau Chief, Bureau of Water Protection   and Land Reuse. Date Betsey Wingfield, Bureau Chief Bureau of Water Protection &   Land Reuse Department of Environmental Protection 
    




 









	

    	
EXHIBIT B   DECISION DOCUMENT The purpose of   this document is to describe I) the type and location of pollutants in the   soil or groundwater at the specific area noted below at the WE George Street,   L.L.C. property located at 300 George Street in the City of New Haven, Connecticut   ("the Property") for which an Environmental Land Use Restriction ("ELUR") is necessary, 2) the   provisions of the ELUR and the reasons why   such restrictions or limitations on the use of the Property or portions of the Property are   necessary to adequately protect human health and the environment, and 3) why   the ELUR is consistent with the Remediation Standard Regulations, Sections 22a-133k-1   through 22a-133k-3 of the Regulations of Connecticut State Agencies   ("RCSA"). The ELUR prohibits certain activities within two Subject   Areas, as depicted on Exhibit C. Subject Area A is located beneath the   existing office building located on the property. Given access constraints posed by foundation structures and utilities   buried beneath large portions of the building, site-wide groundwater quality   data and other information indicating the absence of significant contamination sources   beneath the building, the Commissioner of Department of Environmental Protection has   accepted the placement of an   appropriate ELUR in lieu of conducting environmental   investigations beneath this building.   Subject Area B is located along the northern edge   of the property where inaccessible soil occurs beneath building vaults and more than four feet below the ground surface of a gravel-bottom trench. Within   Subject Area A on the Property, pollutant(s) may be present in soil at a   concentration in excess of the direct exposure criteria, as defined in   Section 22a-133k-I of the R.C.S.A. The polluted soil (if any) is located   beneath an existing building, and is therefore inaccessible. Polluted soil   beneath the building does not pose a risk to human health, provided the soil   is not exposed, exca ated or disturbed such that people may come into contact   with it, and the building slab which is rendering such possible polluted soil   inaccessible is not disturbed in any manner. If humans were to come into   contact with pollutants that may be present, these pollutant(s) may pose an   unacceptable risk to human health. As required by 22a-133k-2(b)(3) of the   R.C.S.A., the ELUR prohibits inaccessible soil from being exposed as a result   of excavation or other intrusive activities. Within Subject Area A on the   Property, pollutant(s) may be present in soil at a concentration in excess of   the pollutant mobility criteria, as defined in Section 22a-133k-1 of the   R.C.S.A. The polluted soil (if any) is located beneath an existing building,   and therefore environmentally isolated. Polluted soil   beneath the building does not pose a   risk to groundwater quality provided the soil is not exposed to infiltration   of soil water, due to among other things, the demolition of the building.   lithe building is   demolished or polluted soil is exposed to the infiltration of soil water,   such polluted soil may pose an unacceptable risk to groundwater quality. In   accordance with Section 22a-133k-2 (c)(4)(B) of the R.C.S.A, the ELUR   prohibits demolition of the building and the infiltration of soil water into   such polluted soil. Please note that the building consists of the roof, structural   walls, and building slabs, which collectively act to isolated polluted soil.   Within Subject Area B on the Property, pollution is present in soil at a   concentration in excess of the direct exposure   criteria, as defined in Section 22a-133k-I of the R.C.S.A. The polluted soil   is 
    




 









	

    	
located beneath   an existing building vault, and possibly may also occur more than four feet   below the ground surface of a gravel-bottom trench, and is therefore   inaccessible. Polluted soil beneath the building vault and as may occur more   than four feet below the ground surface of a gravel- bottom trench, does not   pose a risk to human health, provided the soil is not exposed, excavated or   disturbed such that people may come into contact with it, and the building   slab and overlying soil which is rendering such soil inaccessible is not   disturbed in any manner. If humans were to come into contact with pollutants   present in soil at a concentration in excess of the direct exposure criteria,   these pollutant(s) may pose an unacceptable risk to human health. As required   by 22a­133k-2(b)(3) of the R.C.S.A., the ELUR prohibits inaccessible soil   from being exposed as a result of excavation or other intrusive activities.   [Public Notice of Grantor's intent to record the ELUR was published in the   Name of Newspaper on Date.] [No comments from the public were received during   the 30-day comment period.); or [The following is a summary of all public   comments that were received, and the response to each comment. (Insert   summary of all public comments, and their associated responses)] Approval of   this Decision Document is hereby granted. Grantee, the Commissioner of   Environmental Protection, by her duly designated agent, Betsey Wingfield,   Bureau Chief, Bureau of Water Protection and Land Reuse. Date   Betsey Wingfield, Bureau Chief Bureau   of Water Protection and Land Reuse Department of Environmental Protection 
    




 

 






 

WE GEORGE STREET, L.L.C.

c/o Winstanley Enterprises LLC

150 Baker Avenue Extension, Suite 303

Concord, Massachusetts 01742

 

April 1, 2009

 

Kolltan Pharmaceuticals Inc.

50 Rock-Hill Road

Woodbridge, CT 06525

Attention: Mr. Michael Schmertzler

 

Re:                             Lease for space at 300 George Street, New Haven, Connecticut (the “Building”)

 

Dear Mr. Schmertzler:

 

Reference is made to that certain Lease Agreement dated as of January 5, 2009 (the “Lease”) between WE George Street, L.L.C. (“Landlord”) and Kolltan Pharmaceuticals Inc. (“Tenant”) pursuant to which the Landlord has leased certain space in the Building to the Tenant. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lease.

 

A.                                    Pursuant to Section 1 of the Lease, Tenant is required to commence Rent payments to Landlord on the date which is the earlier to occur of (i) the date of Substantial Completion of the Initial Alterations for the Lab Space (and/or Office Space, as applicable), or (ii) the date which is one hundred eighty (180) days from the Effective Date of the Lease. Notwithstanding the foregoing, Landlord and Tenant hereby agree that the “Lab Space Rent Commencement Date” shall mean the date which is the earlier to occur of (i) the date of Substantial Completion of the Initial Alterations for the Lab Space, or (ii) August 15, 2009; and the “Office Space Rent Commencement Date” shall mean the date which is the earlier to occur of (i) the date of Substantial Completion of the Initial Alterations for the Office Space, or (ii) August 15, 2009.

 

B.                                    Section 34 of the Lease with regard to Tenant’s Expansion Option shall be deleted and the following shall be substituted in lieu thereof:

 

“34.                        Option to Expand.

 

(a)                                 Subject to the rights of existing tenant(s) whose lease(s) pre-date this Lease, and so long as Tenant is not in default beyond the expiration of any applicable notice and cure period on the date Tenant delivers Tenant’s Cure Expansion Notice (as hereinafter defined) or Tenant’s PWC Expansion Notice (as hereinafter defined), as applicable, or at any time thereafter through the commencement date of Tenant’s lease of the Cure Expansion Premises (as hereinafter defined) or Tenant’s lease of the PWC

 











 

Expansion Premises (as hereinafter defined), as applicable, Tenant shall have the following expansion options:

 

(i)                                     Tenant shall have a one-time right (the “Cure Expansion Option”) to lease all or part of the approximately 3,835 rentable square feet of space adjacent to the Premises known as the “Cure Space’” as depicted on Exhibit D attached hereto. Tenant shall exercise the Cure Expansion Option by giving notice to Landlord (“Tenant’s Cure Expansion Notice”) exercising the Cure Expansion Option during the period from August 15, 2009 to August 31, 2009, which notice shall specify the portion of the Cure Space that Tenant elects to lease, and which portion shall be contiguous to the Premises (that portion of the Cure Space that Tenant elects to lease shall be known as the “Cure Expansion Premises”). If Tenant exercises the Cure Expansion Option as aforesaid, then Tenant shall lease the Cure Expansion Premises, and the Cure Expansion Premises shall be deemed part of the Premises from and after September 1, 2009 through the remainder of the initial Term of the Lease and any Extension Term of the Lease, at the rent and upon the other terms set forth below.

 

(ii)                                  Tenant shall have a one-time right (the “PWC Expansion Option”) to lease all or part of the approximately 672 rentable square feet of space adjacent to the Premises known as the “PWC Space” as depicted on Exhibit D attached hereto. Tenant shall exercise the PWC Expansion Option by giving notice to Landlord (“Tenant’s PWC Expansion Notice”) exercising the PWC Expansion Option during the period from November 15, 2009 to November 30, 2009, which notice shall specify the portion of the PWC Space that Tenant elects to lease, and which portion shall be contiguous to the Premises (that portion of the PWC Space that Tenant elects to lease shall be known as the “PWC Expansion Premises”). If Tenant exercises the PWC Expansion Option as aforesaid, then Tenant shall lease the PWC Expansion Premises, and the PWC Expansion Premises shall be deemed part of the Premises from and after December 1, 2009 through the remainder of the initial Term of the Lease and any Extension Term of the Lease, at the rent and upon the other terms set forth below.

 

For purposes of this Lease, the Cure Expansion Premises and the PWC Expansion Premises are sometimes referred to collectively herein as the “Expansion Premises”. Landlord shall deliver the Expansion Premises to Tenant in vacant, broom clean condition, ordinary wear and tear excepted. Landlord represents that on the date Tenant leases the Expansion Premises as set forth above, the Expansion Premises, including without limitation, the electrical, plumbing, HVAC and security systems serving the Expansion Premises shall be in good working order and condition, and the ceiling and windows of the Expansion Premises shall be free of leaks. Tenant shall accept the Expansion Premises in its “as-is” condition. Landlord shall proceed diligently and exercise commercially reasonable efforts to deliver the Expansion Premises to Tenant in the aforementioned condition. Notwithstanding anything contained herein to the contrary, the Expansion Premises shall not be deemed part of the Premises until same have been tendered to Tenant in the condition set forth herein. If Tenant fails to, or

 

2











 

chooses not to, timely and properly exercise the Cure Expansion Option and/or the PWC Expansion Option, Tenant shall, promptly following request by Landlord, execute and deliver a statement confirming that the Cure Expansion Option and/or PWC Expansion Option, as applicable, has been waived (provided that failure to deliver said statement shall not be construed to mean that Tenant has properly exercised the applicable expansion option).

 

(b)           If Tenant does timely and properly exercise the Cure Expansion Option and/or the PWC Expansion Option, as applicable, Tenant shall perform Initial Alterations of the Expansion Premises in accordance with the procedures set forth in the Work Letter attached hereto as Exhibit C, provided that the Tenant Allowance for the Expansion Premises shall be $14.47 per rentable square foot. Tenant shall promptly commence Initial Alterations of the Expansion Premises and diligently pursue them to completion. Tenant shall commence paying Base Rent and Additional Rent on the Cure Expansion Premises from and after the date which is the earlier to occur of (i) the date of Substantial Completion of the Initial Alterations of the Cure Expansion Premises, or (ii) February 28, 2010. Tenant shall commence paying Base Rent and Additional Rent on the PWC Expansion Premises from and after the date which is the earlier to occur of (i) the date of Substantial Completion of the Initial Alterations of the PWC Expansion Premises, or May 30, 2010. Promptly following the date of Substantial Completion of each portion of the Expansion Premises, Landlord and Tenant shall enter into a certificate that confirms the date of Substantial Completion, the amount of space in the Expansion Premises, the revised amount of Base Rent for the Premises and monthly installments, the revised Tenant’s Pro-Rata Share, and any other similar items that cannot be determined until said date.

 

(c)           The Base Rent for the Expansion Premises shall be the same as for the original Premises as set forth in Section 1(d) (i.e., $24.88 psf from the rent commencement date of the Expansion Premises through the end of Lease Year 1, increasing to $25.21 psf for Lease Year 2, and then increasing to $25.54 for Lease Year 3).

 

(d)           Each of the Cure Expansion Option and the PWC Expansion Option shall automatically terminate upon the earlier to occur of (i) the expiration or termination of this Lease, (ii) the termination of Tenant’s right to possession of the Premises, or (iii) the failure of Tenant to timely exercise any right to lease space under the Cure Expansion Option and/or the PWC Expansion Option, as applicable.”

 

C.            The following sentence shall be added to Section III B following subsection (2) of the Work Letter attached to the Lease as Exhibit C:

 

“Landlord shall, within fifteen (15) days of its receipt of Tenant’s application for payment and any supplemental documentation required herein, pay to Tenant, as part of

 

3











 

the Tenant Allowance, such amounts as are requested and approved pursuant to Section III A herein.”

 

As modified herein, the Lease is hereby ratified and confirmed and shall remain in full force and effect. Please sign below to indicate your agreement with the foregoing.

 

(Signatures on following page)

 

4











 

	
 
    	
LANDLORD:
    
	
 
    	
 
    
	
 
    	
WE GEORGE STREET, L.L.C.
    
	
 
    	
 
    
	
 
    	
By: 
    	
WE George Street Holdings LLC
    
	
 
    	
 
    	
Its Manager
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By: 
    	
WE George Street Manager Corp.
    
	
 
    	
 
    	
 
    	
Its Sole Member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
/s/ Carter J. Winstanley
    
	
 
    	
 
    	
 
    	
 
    	
Carter J. Winstanley
    
	
 
    	
 
    	
 
    	
 
    	
Its President
    


 

(Signatures continued on following page)

 

5











 

	
 
    	
Acknowledged and Agreed:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
TENANT:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
KOLLTAN PHARMACEUTICALS INC.
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Schmertzler
    	
 
    
	
 
    	
 
    	
Michael Schmertzler
    	
 
    
	
 
    	
 
    	
Its CEO
    	
 
    


 

6









 

WE GEORGE STREET, L.L.C.

c/o Winstanley Enterprises LLC

150 Baker Avenue Extension, Suite 303

Concord, MA 01742

 

SENT VIA UPS

 

January 28, 2010

 

Mr. Stanley Choy

Kolltan Pharmaceuticals Inc.

300 George Street, Suite 530

New Haven, CT 06511

 

RE:         HVAC System - Premises at 300 George Street, New Haven, CT - Suite 530

 

Dear Stan:

 

Reference is hereby made to that certain Lease Agreement between WE George Street, L.L.C. (“Landlord”) and Kolltan Pharmaceuticals Inc. (“Tenant”), dated as of January 5, 2009 (the “Lease”), by which Tenant leases space on the fifth floor of the Building consisting of approximately 7,775 rentable square feet of space and known as Suite 530 (the “Premises”).

 

The purpose of this letter is to set forth Landlord’s contribution towards the cost of the HVAC system servicing the Premises under the terms and conditions set forth herein.

 

Capitalized terms used but not defined herein shall have the same meaning ascribed to each in the Lease.

 

The undersigned have agreed to the following:

 

Landlord hereby agrees to contribute Five Thousand & 00/100 Dollars ($5,000.00) to Tenant for additional costs associated with the installation of the HVAC system in the leased Premises.

 

Furthermore, the undersigned parties agree that the execution of this letter agreement is in addition to, and will not affect or modify any other provision of the Lease.

 











 

Please sign and have witnessed four (4) originals and return two fully executed originals to Winstanley Enterprises LLC, 150 Baker Avenue Extension, Suite 303, Concord, MA 01742, Attention: Judy Sommers.

 

	
Sincerely,
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Acknowledged and Agreed:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
WE GEORGE STREET, L.L.C.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By: 
    	
WE George Street Holdings LLC
    	
 
    	
 
    
	
 
    	
Its Manager
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
WE George Street Manager Corp.
    	
 
    	
 
    
	
 
    	
 
    	
Its Sole Member
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By: 
    	
/s/ Carter J. Winstanley
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
Carter J. Winstanley
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
President
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Acknowledged and Agreed:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
KOLLTAN PHARMACEUTICALS INC.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By: 
    	
/s/ [ILLEGIBLE] 
    	
 
    	
Dated: 
    	
1/29/10
    
	
 
    	
Name:
    	
 
    	
 
    
	
 
    	
Its:
    	
 
    	
 
    
								


 

 

Enclosure: Kolltan Pharmaceuticals Inc. Letter dated November 4, 2009

 

2











 

kolltan

Pharmaceuticals, Inc.

 

November 4, 2009

 

Ken Grant

Vice President of Asset Services

Winstanley Enterprises, LLC

150 Baker Avenue Extension, Suite 303

Concord, MA 01742

 

RE: Invoice for Heat Pump Valves

 

Dear Ken,

 

Per your request, please find attached the invoice from Babbidge Facilities Construction Company, Inc. for the amount of $10,117.57 for the heat pumps and increased water supply to our office.

 

Per our agreement via e-mail, Winstanley Enterprises, LLC will pay half of this bill in the amount of $5,000.00 payable to Kolltan Pharmaceuticals, Inc.

 

Thank you for your thoughtful attention to resolving this matter.

 

	
 
    	
Best regards,
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ Stanley Ohoy
    
	
 
    	
Stanley Ohoy
    
	
 
    	
Vice President, Finance and Treasurer
    


 

 

Encs.

 

300 George Street, Suite 530, New Haven, Connecticut 06511

 









 

AMENDMENT NO. 1 TO LEASE

 

THIS AMENDMENT NO. 1 TO LEASE (this “Amendment”) is made and entered into as of the 10th day of September, 2010 between Landlord and Tenant named below:

 

	
LANDLORD:
    	
WE GEORGE STREET, L.L.C.
    
	
 
    	
c/o Winstanley Enterprises LLC
    
	
 
    	
150 Baker Avenue Extension, Suite 303
    
	
 
    	
Concord, MA 01742
    
	
 
    	
 
    
	
TENANT: 
    	
KOLLTAN PHARMACEUTICALS INC.
    
	
 
    	
300 George Street
    
	
 
    	
New Haven, Connecticut 06510
    
	
 
    	
 
    
	
BUILDING:
    	
300 George Street
    
	
 
    	
New Haven, Connecticut 06510
    


 

WHEREAS, Landlord and Tenant executed a lease dated as of January 5, 2009, as amended by that certain side letter dated April 1, 2009 (the “First Side Letter”), as affected by that certain Rent Commencement Letter dated July 8, 2009 (the “Rent Commencement Letter”), as further amended by that certain side letter dated January 28, 2010 (the “Second Side Letter”), by which Tenant leases approximately 7,775 rentable square feet of space in the Building (the lease, as amended by the First Side Letter, the Rent Commencement Letter, the Second Side Letter and as further amended herein, is hereinafter referred to collectively as the “Lease”); and

 

WHEREAS, Landlord and Tenant have agreed to amend the Lease to add the former PWC space to the Premises, on the terms and conditions set forth below.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

 

1.                                      Capitalized terms used but not defined herein shall have the meaning ascribed to each in the Lease.

 

2.                                      Tenant shall lease additional space in the Building consisting of approximately 641 rentable square feet of space (the “PWC Space”), substantially as shown on the Floor Plan attached hereto as Schedule A, beginning on the date of this Amendment (the “PWC Space Effective Date”), and continuing through the last day of the Term of the Lease. From and after the PWC Space Effective Date, the definition of Premises as used in the Lease shall be deemed to include the PWC Space and shall consist of approximately 8,416 rentable square feet in the aggregate.

 

3.                                      Tenant takes the PWC Space “AS-IS”. Landlord shall provide Tenant with a Tenant Allowance amount for the PWC Space of $14.47 per rentable square foot, for a total of $9,275.27. All Initial Alterations of the PWC Space, and the reimbursement of Tenant for the

 











 

costs thereof by Landlord from said Tenant Allowance, shall be conducted in accordance with the procedures set forth in the Work Letter attached to the Lease as Exhibit C.

 

4.                                      From and after the PWC Space Effective Date, Section 1(f) of the Lease is hereby amended to provide that Base Rent shall be due and payable to the Landlord at the time and in the manner set forth in the Lease, as follows:

 

	
Period
    	
 
    	
Base Rent Per RSF
    	
 
    	
Annual Base Rent
    	
 
    	
Monthly Base Rent
    	
 
    
	
06/09/09 — 06/30/10

(Lease Year 1)
    	
 
    	
7,775 rsf at $24.88
    	
 
    	
$
    	
193,442.00
    	
 
    	
$
    	
16,120.17
    	
 
    
	
07/01/10 — 09/09/10

(start of Lease Year 2)
    	
 
    	
7,775 rsf at $25.21
    	
 
    	
$
    	
196,007.75
    	
 
    	
$
    	
16,333.98
    	
 
    
	
09/10/10 — 06/30/11

(end of Lease Year 2)
    	
 
    	
8,416 rsf at $25.21
    	
 
    	
$
    	
212,167.36
    	
 
    	
$
    	
17,680.61
    	
 
    
	
07/01/11 — 06/30/12

(Lease Year 3)
    	
 
    	
8,416 rsf at $25.54
    	
 
    	
$
    	
214,944.64
    	
 
    	
$
    	
17,912.05
    	
 
    


 

5.                                      Commencing on the PWC Space Effective Date, Tenant’s Pro Rata Share as set forth in Section 1(j) of the Lease shall be equal to 1.62%.

 

6.                                      Landlord and Tenant represent and warrant to the other that each has full authority to enter into this Amendment and further agree to hold harmless, defend, and indemnify the other from any loss, costs (including reasonable attorneys’ fees), damages, or claim arising from any lack of such authority.

 

7.                                      As modified herein, the Lease is hereby ratified and confirmed and shall remain in full force and effect.

 

8.                                      Landlord and Tenant hereby represent and warrant to the other that each has not dealt with any broker, finder or like agent in connection with this Amendment and each does hereby agree to indemnify and hold the other, its agents and their officers, directors, shareholders, members, partners and employees, harmless of and from any claim of, or liability to, any broker, finder or like agent claiming a commission or fee by reason of having dealt with either party in connection with the negotiation, execution or delivery of this Amendment, and all expenses related thereto, including, without limitation, reasonable attorneys’ fees and disbursements.

 

9.                                      This Amendment constitutes the entire agreement by and between the parties hereto and supersedes any and all previous agreements, written or oral, between the parties. No modification or amendment of this Amendment shall be effective unless the same shall be in writing and signed by the parties hereto. The provisions of this Amendment shall inure to the benefit of, and be binding upon, the parties hereto and their respective legal representatives, successors and assigns.

 











 

10.                               This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one agreement. This Amendment shall become effective when duly executed and delivered by all parties hereto.

 

11.                               This Amendment shall be effective as of the date set forth above, notwithstanding the date of execution.

 

(Signatures on following page)

 











 

IN WITNESS WHEREOF, Landlord and Tenant have signed this Amendment No. 1 to Lease as of the day and year first above written.

 

	
 
    	
LANDLORD:
    
	
 
    	
 
    
	
 
    	
WE GEORGE STREET, L.L.C.
    
	
 
    	
 
    
	
 
    	
By:
    	
WE George Street Holdings LLC
    
	
 
    	
 
    	
Its Manager
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
WE George Street Manager Corp.
    
	
 
    	
 
    	
 
    	
Its Sole Member
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Carter J. Winstanley
    
	
 
    	
 
    	
 
    	
Name: Carter J. Winstanley
    
	
 
    	
 
    	
 
    	
Title: Its President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
TENANT:
    
	
 
    	
 
    
	
 
    	
KOLLTAN PHARMACEUTICALS INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Stanley Choy
    
	
 
    	
 
    	
Name: Stanley Choy
    
	
 
    	
 
    	
Title: VP Finance and Treasurer
    


 

[Signature page to Amendment No. 1 to Lease by and between

WE George Street, L.L.C. and Kolltan Pharmaceuticals Inc.]

 











 

SCHEDULE A

 

FLOOR PLAN

 











 



 









 

AMENDMENT NO. 2 TO LEASE

 

THIS AMENDMENT NO. 2 TO LEASE (this “Amendment”) is made and entered into as of the 31 day of December, 2010 between Landlord and Tenant named below:

 

	
LANDLORD:
    	
WE GEORGE STREET, L.L.C.
    
	
 
    	
c/o Winstanley Enterprises LLC
    
	
 
    	
150 Baker Avenue Extension, Suite 303
    
	
 
    	
Concord, MA 01742
    
	
 
    	
 
    
	
TENANT:
    	
KOLLTAN PHARMACEUTICALS INC.
    
	
 
    	
300 George Street
    
	
 
    	
New Haven, Connecticut 06510
    
	
 
    	
 
    
	
BUILDING:
    	
300 George Street
    
	
 
    	
New Haven, Connecticut 06510
    


 

WHEREAS, Landlord and Tenant executed a Lease Agreement dated as of January 5, 2009, as amended by that certain side letter dated April 1, 2009 (the “First Side Letter”), as affected by that certain Rent Commencement Letter dated July 8, 2009 (the “Rent Commencement Letter”), as further amended by that certain side letter dated January 28, 2010 (the “Second Side Letter”), by which Tenant leases approximately 7,775 rentable square feet of space in the Building; and

 

WHEREAS, Landlord and Tenant executed an Amendment No. 1 to Lease dated as of September 10, 2010 (“Amendment No. 1”) whereunder the parties added approximately 641 rentable square feet of space to the Lease (the lease, as amended by the First Side Letter, the Rent Commencement Letter, the Second Side Letter, Amendment No. 1, and as further amended herein, is hereinafter referred to collectively as the “Lease”); and

 

WHEREAS, Landlord and Tenant have agreed to amend the Lease to extend the Term of the Lease and increase the area of the Premises, on the terms and conditions set forth below.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

 

1.                                      Capitalized terms used but not defined herein shall have the meaning ascribed to each in the Lease.

 

2.                                      Notwithstanding anything contained in the Lease to the contrary, the Term of the Lease is hereby extended to June 30, 2013, on the same terms and conditions set forth in the Lease as modified by this Amendment, and the Termination Date set forth in Section l(o) of the Lease is hereby revised accordingly.

 

1











 

3.                                      Tenant shall lease additional space in the Building consisting of approximately 3,835 rentable square feet of space (the “Cure Space”), substantially as shown on the Floor Plan attached hereto as Schedule A, beginning on the date of this Amendment (the “Cure Space Effective Date”), and continuing through the last day of the Term of the Lease, as extended. From and after the Cure Space Effective Date, the definition of Premises as used in the Lease shall be deemed to include the Cure Space and shall consist of approximately 12,251 rentable square feet in the aggregate.

 

4.                                      Tenant acknowledges that Connecticut United for Research Excellence, Inc., d/b/a/ CURE (“Cure”) currently has possession of the Cure Space pursuant to a lease between Landlord and Cure, and delivery of the Cure Space by Landlord on the Cure Space Effective Date is subject to said possession by Cure. Landlord, Tenant and Cure have entered into an amendment, of even date herewith, to the existing lease between Landlord and Cure that, among other things, converts said lease into a sublease between Tenant and Cure (the “Cure Sublease”). Tenant takes the Cure Space “AS-IS”, provided, however, that Landlord represents and warrants that the Cure Space is in full compliance with all applicable laws, rules, regulations and codes, except that the foregoing representation does not include compliance with applicable laws, rules, regulations and codes that are the responsibility of Cure under the Cure Sublease.

 

5.                                      Landlord shall provide Tenant with a Tenant Allowance amount for the Cure Space of $14.47 per rentable square foot, for a total of $55,492.45, which shall be available as of January 1, 2012 (i.e., the scheduled expiration of the Cure Sublease). All Initial Alterations of the Cure Space, and the reimbursement of Tenant for the costs thereof by Landlord from said Tenant Allowance, shall be conducted in accordance with the procedures set forth in the Work Letter attached to the Lease as Exhibit C. If Tenant elects to undertake the Initial Alterations, Tenant shall commence Initial Alterations of the Cure Space following January 1, 2012 as herein set forth and diligently pursue them to completion. Tenant shall not be entitled to a Tenant Allowance for the Cure Space if Tenant does not perform the Initial Alterations of the Cure Space.

 

6.                                       From and after the Cure Space Effective Date, Section 1(f) of the Lease is hereby amended to provide that Base Rent shall be due and payable to the Landlord at the time and in the manner set forth in the Lease, as follows:

 

	
Period
    	
 
    	
Base Rent Per RSF
    	
 
    	
Annual Base Rent
    	
 
    	
Monthly Base Rent
    	
 
    
	
06/09/09 – 06/30/10
    	
 
    	
7,775 rsf at $24.88
    	
 
    	
$
    	
193,442.00
    	
 
    	
$
    	
16,120.17
    	
 
    
	
(Lease Year 1)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
07/01/10 – 09/09/10
    	
 
    	
7,775 rsf at $25.21
    	
 
    	
$
    	
196,007.75
    	
 
    	
$
    	
16,333.98
    	
 
    
	
(start of Lease Year 2)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
09/10/10 (PWC Space
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Effective Date) – day prior to
    	
 
    	
8,416 rsf at $25.21
    	
 
    	
$
    	
212,167.36
    	
 
    	
$
    	
17,680.61
    	
 
    
	
Cure Space Effective Date
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
(middle of Lease Year 2)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

2











 

	
Period
    	
 
    	
Base Rent Per RSF
    	
 
    	
Annual Base Rent
    	
 
    	
Monthly Base Rent
    	
 
    
	
Cure Space Effective Date —
    	
 
    	
8,416 rsf at $25.21
    	
 
    	
$
    	
212,167.36
    	
 
    	
$
    	
17,680.61
    	
 
    
	
06/30/11
    	
 
    	
3,835 rsf at $11.50
    	
 
    	
$
    	
+44,102.50
    	
 
    	
$
    	
+3,675.21
    	
 
    
	
(end of Lease Year 2)
    	
 
    	
 
    	
 
    	
$
    	
256,269.86
    	
 
    	
$
    	
21,355.82
    	
 
    
	
07/01/11 — 12/31/11
    	
 
    	
8,416 rsf at $25.54
    	
 
    	
$
    	
214,944.64
    	
 
    	
$
    	
17,912.05
    	
 
    
	
(start of Lease Year 3)
    	
 
    	
3,835 rsf at $11.50
    	
 
    	
$
    	
+44,102.50
    	
 
    	
$
    	
+3,675.21
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
$
    	
259,047.14
    	
 
    	
$
    	
21,587.26
    	
 
    
	
01/01/12 — 06/30/13
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
(end of Lease Year 3
    	
 
    	
12,251 rsf at $25.54
    	
 
    	
$
    	
312,890.54
    	
 
    	
$
    	
26,074.21
    	
 
    
	
and Lease Year 4)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

7.             Landlord and Tenant acknowledge and agree that the Base Rent for the Cure Space as set forth above is meant to reflect that Cure shall sublease the Cure Space from Tenant through December 31, 2011, during which period Tenant shall pay the same Base Rent as Cure is currently paying for the Cure Space. From and after January 1, 2012 until the end of the Term, Tenant shall pay the same Base Rent for the Cure Space that it pays for the rest of the Premises. However, the obligations of Tenant as set forth in the Lease, as amended herein, including, without limitation, the obligations to pay the Base Rent as set forth above, are independent of whether Cure pays rent to Tenant under the Cure Sublease, whether Cure vacates and surrenders the Cure Space on December 31, 2011, and/or any other matter or thing related to Cure’s occupancy and use of the Cure Space. Notwithstanding the foregoing or any provisions in the Lease to the contrary, through December 31, 2011, provided that Cure is in full compliance with its obligations under the Cure Sublease, Tenant shall be deemed to be in full compliance with its obligations under the Lease with respect to the Cure Space.

 

8.             Commencing on the Cure Space Effective Date and ending on December 31, 2011, Tenant’s Pro Rata Share as set forth in Section 1(j) of the Lease shall be equal to 2.20%. From and after January 1, 2012 until the end of the Term, Tenant’s Pro Rata Share as set forth in Section 1(j) of the Lease shall be equal to 2.36%. The foregoing provision is meant to reflect that the pro-rata share of Taxes and Expenses paid by Cure under the Cure Sublease is 0.58% notwithstanding that the correct percentage is 0.74%, and Kolltan is therefore only obligated to pay Tenant’s Pro Rata Share for the Cure Space at the same rate as paid by Cure, until the scheduled termination date of the Cure Sublease, after which Kolltan shall pay the correct percentage for the Cure Space.

 

9.             Notwithstanding anything to the contrary in Section 35(a) of the Lease, Tenant shall have one Renewal Option to renew the Lease for a period of three years, followed by one Renewal Option to renew the Lease for a period of two years. Section 35(b) is hereby amended as follows:

 

“(b)         Upon Landlord’s receipt of Tenant’s Renewal Notice, in accordance with the requirements and subject to the provisions of this Section 35, the Lease shall be automatically extended for such Renewal Term with the same force and effect as if the Renewal Term had been originally included in the term of the Lease, except that the Base Rent under the Lease for each Renewal Term shall be as follows:

 

3











 

	
Period
    	
 
    	
Base Rent Per RSF
    	
 
    	
Annual Base Rent
    	
 
    	
Monthly Base Rent
    	
 
    
	
07/01/13 — 06/30/14
    	
 
    	
12,251 rsf at $25.88
    	
 
    	
$
    	
317,055.88
    	
 
    	
$
    	
26,421.32
    	
 
    
	
(Lease Year 5)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
07/01/14 — 06/30/16
    	
 
    	
12,251 rsf at $26.22
    	
 
    	
$
    	
321,221.22
    	
 
    	
$
    	
26,768.44
    	
 
    
	
(Lease Years 6 and 7)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

	
Period
    	
 
    	
Base Rent Per RSF
    	
 
    	
Annual Base Rent
    	
 
    	
Monthly Base Rent
    	
 
    
	
07/01/16 — 06/30/17
    	
 
    	
12,251 rsf at $26.58
    	
 
    	
$
    	
325,631.58
    	
 
    	
$
    	
27,135.97
    	
 
    
	
(Lease Year 8)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
07/01/17 —06/30/18
    	
 
    	
12,251 rsf at $26.93
    	
 
    	
$
    	
329,919.43
    	
 
    	
$
    	
27,493.29
    	
 
    
	
(Lease Year 9)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

10.                               The amount of the Security Deposit shall be increased by the amount of $19,234.29 (for a total Security Deposit of $51,474.62) which increase shall be paid by Tenant to Landlord within fifteen (15) business days of the date of this Amendment.

 

11.                               Article 34 of the Lease (Option to Expand) is hereby deleted in its entirety.

 

12.                               Landlord and Tenant represent and warrant to the other that each has full authority to enter into this Amendment and further agree to hold harmless, defend, and indemnify the other from any loss, costs (including reasonable attorneys’ fees), damages, or claim arising from any lack of such authority.

 

13.                               As modified herein, the Lease is hereby ratified and confirmed and shall remain in full force and effect.

 

14.                               Landlord and Tenant hereby represent and warrant to the other that each has not dealt with any broker, finder or like agent in connection with this Amendment and each does hereby agree to indemnify and hold the other, its agents and their officers, directors, shareholders, members, partners and employees, harmless of and from any claim of, or liability to, any broker, finder or like agent claiming a commission or fee by reason of having dealt with either party in connection with the negotiation, execution or delivery of this Amendment, and all expenses related thereto, including, without limitation, reasonable attorneys’ fees and disbursements.

 

15.                              This Amendment constitutes the entire agreement by and between the parties hereto and supersedes any and all previous agreements, written or oral, between the parties. No modification or amendment of this Amendment shall be effective unless the same shall be in writing and signed by the parties hereto. The provisions of this Amendment shall inure to the benefit of, and be binding upon, the parties hereto and their respective legal representatives, successors and assigns.

 

4











 

16.                               This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one agreement. This Amendment shall become effective when duly executed and delivered by all parties hereto.

 

(Signatures on following page)

 

5











 

IN WITNESS WHEREOF, Landlord and Tenant have signed this Amendment No. 2 to Lease as of the day and year first above written.

 

	
 
    	
LANDLORD:
    
	
 
    	
 
    
	
 
    	
WE GEORGE STREET, L.L.C.
    
	
 
    	
 
    
	
 
    	
By:
    	
WE George Street Holdings LLC
    
	
 
    	
 
    	
Its Manager
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
WE George Street Manager Corp.
    
	
 
    	
 
    	
 
    	
Its Sole Member
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Carter J. Winstanley
    
	
 
    	
 
    	
Name: Carter J. Winstanley
    
	
 
    	
 
    	
Title: Its President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
TENANT:
    
	
 
    	
 
    
	
 
    	
KOLLTAN PHARMACEUTICALS INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Stanley Choy
    
	
 
    	
 
    	
Name:
    	
Stanley Choy
    
	
 
    	
 
    	
Title:
    	
VP Finance and Treasurer
    
							


 

[Signature page to Amendment No. 2 to Lease by and between

WE George Street, L.L.C. and Kolltan Pharmaceuticals Inc.]

 

6











 

SCHEDULE A

 

FLOOR PLAN

 











 



 









 

AMENDMENT NO. 3 TO LEASE

 

THIS AMENDMENT NO. 3 TO LEASE (this “Amendment”) is made and entered into as of the 7th day of July, 2011 (the “Amendment 3 Effective Date”) between Landlord and Tenant named below:

 

LANDLORD:                    WE GEORGE STREET, L.L.C

c/o Winstanley Enterprises LLC

50 Baker Avenue Extension, Suite 303

Concord, MA 01742

 

TENANT:                                       KOLLTAN PHARMACEUTICALS INC.

300 George Street

New Haven, Connecticut 06510

 

BUILDING:                           300 George Street

New Haven, Connecticut 06510

 

WHEREAS, Landlord and Tenant executed a Lease Agreement dated as of January 5, 2009 (as previously amended, and as further amended herein, the “Lease”), as amended by that certain side letter dated April 1, 2009, as affected by that certain Rent Commencement Letter dated July 8, 2009, as further amended by that certain side letter dated January 28, 2010, by which Tenant leased approximately 7,775 rentable square feet of space in the Building (the “Original Premises”); and

 

WHEREAS, Landlord and Tenant executed an Amendment No. 1 to Lease dated as of September 10, 2010 whereunder the parties added approximately 641 rentable square feet of space to the Lease (the “PWC Space”); and

 

WHEREAS, Landlord and Tenant executed an Amendment No. 2 to Lease dated as of December 31, 2010 (“Amendment 2”) whereunder the parties extended the term of the Lease and added approximately 3,835 rentable square feet of space to the Lease (the “Cure Space”); and

 

WHEREAS, Landlord and Tenant have agreed to increase the area of the Premises, on the terms and conditions set forth below.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

 

1.                                      Capitalized terms used but not defined herein shall have the meaning ascribed to each in the Lease.

 

2.                                      Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, additional space in the Building consisting of approximately 803 rentable square feet of space adjacent to the Original Premises which is formerly part of the premises leased to Winstanley Property Management

 

1











 

(the “WPM Space”), substantially as shown on the floor plan attached hereto as Schedule A-l, commencing on the Amendment 3 Effective Date and continuing through the last day of the Term.

 

3.                                      Landlord also hereby leases to Tenant, and Tenant hereby leases from Landlord, additional space in the Building consisting of approximately 356 rentable square feet of space (the “5G Space”), substantially as shown on the Floor Plan attached hereto as Schedule A-2, beginning on the Amendment 3 Effective Date and continuing through the last day of the Term.

 

4.                                      From and after the Amendment 3 Effective Date, the definition of Premises as used in the Lease shall be deemed to include the WPM Space and the 5G Space (which are hereinafter collectively referred to as the “Expansion Space”) and shall consist of approximately 13,410 rentable square feet in the aggregate. The Expansion Space is leased to Tenant “AS-IS”, provided, however, that Landlord represents and warrants that as of the Amendment 3 Effective Date, the existing electrical, plumbing, HVAC and security systems serving the Building and the Expansion Space, are in good working order and condition, and the roof and windows of the Building are free of leaks.

 

5.                                      Promptly following the Amendment 3 Effective Date, Tenant shall commence performing alterations to the Expansion Space substantially as set forth in the plans (the “Plans”) prepared by Robert Young Architects dated May 14, 2011 (the “Expansion Space Alterations”) and Tenant shall separate the HVAC system, electrical system, telephone/data cable and other utilities serving the WPM Space from the remaining part of the contiguous premises leased by Winstanley Property Management. Tenant shall connect such separated utilities serving the WPM Space and the utilities of the 5G Space to the utilities and meters serving the Original Premises. Landlord shall provide Tenant with a Tenant Allowance amount for the WPM Space of (a) $20.90 per rentable square foot, for a total of $16,782.70, if Tenant shall perform Alterations such that the WPM Space is Laboratory Space, and (b) $14.47 per rentable square foot, for a total of $11,619.41, if Tenant shall perform Alterations such that the WPM Space is Office Space. There shall be no Tenant Allowance for the 5G Space.

 

6.                                      Tenant shall contribute an amount equal to fifty percent (50%) of the actual cost to Landlord to reconfigure the remaining premises leased by Winstanley Property Management contiguous to the WPM Space, up to a maximum amount of $10,000.00 (the “Reimbursement”). Tenant shall reimburse Landlord for its portion of such costs within 30 days of Tenant’s receipt from Landlord of satisfactory evidence of the costs actually incurred by Landlord in reconfiguring the aforementioned space. All invoices for which Landlord seeks 50% reimbursement must be at competitive, market rates for the New Haven area.

 

7.                                      Landlord has reviewed and approved of the Plans and agrees that, notwithstanding anything in the Lease to the contrary, Landlord is waiving any right it might otherwise have to be reimbursed for any third party examinations of said Plans, or to receive any oversight, inspection or any other monies related to the Expansion Space Alterations other than the Reimbursement set forth in Section 6. Furthermore, Landlord represents that the Expansion Space Alterations will not be considered a “Significant Laboratory Expansion” pursuant to Section 10 of the Lease and Landlord will not increase the Base Rent per rentable square foot as a result of the performance of the Expansion Space Alterations.

 

2











 

8.                                      Tenant shall commence paying Base Rent and Additional Rent for the Expansion Space on the date (the “Expansion Space Rent Commencement Date”) which is the earliest to occur of (i) the date which is three (3) months from the Amendment 3 Effective Date, (ii) the date when the building department or other appropriate governmental authority having jurisdiction issues either a Certificate of Occupancy, a Temporary Certificate of Occupancy or other communication or approval permitting legal occupancy of the Expansion Space, and (iii) the date when Tenant occupies all or any portion of the Expansion Space for its business use. From and after the Expansion Space Rent Commencement Date, Section 1(f) of the Lease is hereby amended to provide that Base Rent shall be due and payable to the Landlord at the time and in the manner set forth in the Lease, as described on Schedule B attached hereto and made a part hereof.  Notwithstanding anything to the contrary in Section 35(a) of the Lease as amended by Amendment 2, the Base Rent for the Renewal Options (as defined in Amendment 2) shall be as set forth in Schedule B.

 

9.                                      Commencing on the Expansion Space Rent Commencement Date and ending on December 31, 2011, Tenant’s Pro Rata Share as set forth in Section l(j) of the Lease shall be equal to 2.42%, From and after January 1, 2012 until the end of the Term, Tenant’s Pro Rata Share as set forth in Section 1(j) of the Lease shall be equal to 2.58%. The foregoing provision is meant to reflect that the pro-rata share of Taxes and Expenses paid by Cure under the Cure Sublease (as such terms are defined in Amendment 2) is 0.58% notwithstanding that the correct percentage is 0.74%, and Tenant is therefore only obligated to pay Tenant’s Pro Rata Share for the Cure Space at the same rate as paid by Cure, until the scheduled termination date of the Cure Sublease, after which Tenant shall pay the correct percentage for the Cure Space.

 

10.                               Subject to the rights of existing tenant(s) whose lease(s) pre-date this Amendment, during the Term of this Lease, at such time as Landlord intends to lease all or any of the remaining 3,724 rentable square feet of space leased by Winstanley Property Management that is contiguous to the WPM Space (such space the “Right of First Offer Space”), and provided Tenant is not in default under the Lease beyond the expiration of applicable notice and cure periods, Landlord shall first notify Tenant (such notice, “Landlord’s Notice”) of such available space (the “Right of First Offer”).The Base Rent for the Right of First Offer Space shall be at the same Base Rent as Tenant pays for the Original Premises, and shall be delivered “as-is,” provided that Landlord shall provide Tenant with a Tenant Allowance amount for the Right of First Offer Space of (a) $20.90 per rentable square foot if Tenant shall perform Alterations such that the Right of First Offer Space is Laboratory Space, and (b) $14,47 per rentable square foot if Tenant shall perform Alterations such that the Right of First Offer Space is office space. Tenant may, within fifteen (15) days of the receipt of Landlord’s Notice, decline or accept such Right of First Offer, in writing, and within thirty (30) days thereafter enter into an amendment to the Lease incorporating the Right of First Offer Space into the Lease. Should Tenant fail to accept the Right of First Offer in writing within fifteen (15) days of receipt of Landlord’s Notice, then Landlord shall be free to lease such Right of First Offer Space. If Tenant accepts the Right of First Offer, Landlord shall tender the Right of First Offer Space to Tenant on the date set forth in the Right of First Offer, or such other date agreed to by and between Landlord and Tenant. Notwithstanding anything herein to the contrary, if at the time Tenant accepts the Right of First Offer, there remains less than two (2) years in the Term, then Tenant shall, at the time of acceptance of the Right of First Offer, also exercise any available Renewal Term (or otherwise the

 

3











 

acceptance shall be void and of no effect), and if no Renewal Terms are remaining, then the Term of the Lease shall automatically be extended such that there is at least two (2) years remaining in the Term at the time Landlord tenders the Right of First Offer Space to Tenant.

 

11.                               The amount of the Security Deposit shall be increased by the amount of $4,978.05 (for a total Security Deposit of $56,452.67) which increase shall be paid by Tenant to Landlord within fifteen (15) business days of the date of this Amendment.

 

12.                               Landlord and Tenant represent and warrant to the other that each has full authority to enter into this Amendment and further agree to hold harmless, defend, and indemnify the other from any loss, costs (including reasonable attorneys’ fees), damages, or claim arising from any lack of such authority.

 

13.                               As modified herein, the Lease is hereby ratified and confirmed and shall remain in full force and effect.

 

14.                               Landlord and Tenant hereby represent and warrant to the other that each has not dealt with any broker, finder or like agent in connection with this Amendment and each does hereby agree to indemnify and hold the other, its agents and their officers, directors, shareholders, members, partners and employees, harmless of and from any claim of, or liability to, any broker, finder or like agent claiming a commission or fee by reason of having dealt with either party in connection with the negotiation, execution or delivery of this Amendment, and all expenses related thereto, including, without limitation, reasonable attorneys’ fees and disbursements.

 

15.                               This Amendment constitutes the entire agreement by and between the parties hereto and supersedes any and all previous agreements, written or oral, between the parties. No modification or amendment of this Amendment shall be effective unless the same shall be in writing and signed by the parties hereto. The provisions of this Amendment shall inure to the benefit of, and be binding upon, the parties hereto and their respective legal representatives, successors and assigns.

 

16.                               This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one agreement. This Amendment shall become effective when duly executed and delivered by all parties hereto.

 

(Signatures on following page)

 

4











 

IN WITNESS WHEREOF, Landlord and Tenant have signed this Amendment No. 3 to Lease as of the day and year first above written.

 

	
 
    	
LANDLORD:
    
	
 
    	
 
    
	
 
    	
WE GEORGE STREET, L.L.C.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
WE George Street Holdings LLC
    
	
 
    	
 
    	
Its Manager
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By: 
    	
WE George Street Manager Corp.
    
	
 
    	
 
    	
 
    	
Its Sole Member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
/s/ Carter J. Winstanley
    
	
 
    	
 
    	
 
    	
 
    	
Name: Carter J. Winstanley
    
	
 
    	
 
    	
 
    	
 
    	
Title:  Its President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
TENANT:
    
	
 
    	
 
    
	
 
    	
KOLLTAN PHARMACEUTICALS INC.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Schmertzler
    
	
 
    	
 
    	
Name:
    	
Michael Schmertzler
    
	
 
    	
 
    	
Title:
    	
CEO
    
						


 

[Signature page to Amendment No. 3 to Lease by and between 
 WE George Street, L.L.C. and Kolltan Pharmaceuticals Inc.]

 

5











 

SCHEDULE A-l

 

WPM SPACE FLOOR PLAN

 











 



 











 



 











 

SCHEDULE B

 

RENT TABLE

 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Base Rent
    	
 
    	
Annual Base
    	
 
    	
Monthly Base
    	
 
    
	
Period
    	
 
    	
Space
    	
 
    	
RSF
    	
 
    	
Per RSF
    	
 
    	
Rent
    	
 
    	
Rent
    	
 
    
	
06/09/09   — 06/30/10
    	
 
    	
Original Premises
    	
 
    	
7,775
    	
 
    	
$
    	
24.88
    	
 
    	
$
    	
193,442.00
    	
 
    	
$
    	
16,120.17
    	
 
    
	
(Lease   Year 1)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
07/01/10   — 09/09/10
    	
 
    	
Original Premises
    	
 
    	
7,775
    	
 
    	
$
    	
25.21
    	
 
    	
$
    	
196,007.75
    	
 
    	
$
    	
16,333.98
    	
 
    
	
(start   of Lease Year 2)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
09/10/10   (PWC Space Effective Date) — 12/30/10
    	
 
    	
Original Premises
    	
 
    	
7,775
    	
 
    	
$
    	
25.21
    	
 
    	
$
    	
196,007.75
    	
 
    	
$
    	
16,333.98
    	
 
    
	
(middle   of Lease Year 2)
    	
 
    	
PWC Space
    	
 
    	
641
    	
 
    	
$
    	
25.21
    	
 
    	
$
    	
+16,159.61
    	
 
    	
$
    	
+1,346.63
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
212,167.36
    	
 
    	
$
    	
17,680.61
    	
 
    
	
12/31/10   (Cure Space Effective Date) — Day prior to
    	
 
    	
Original Premises
    	
 
    	
7,775
    	
 
    	
$
    	
25.21
    	
 
    	
$
    	
196,007.75
    	
 
    	
$
    	
16,333.98
    	
 
    
	
Expansion   Space Rent Commencement Date
    	
 
    	
PWC Space
    	
 
    	
641
    	
 
    	
$
    	
25.21
    	
 
    	
$
    	
16,159.61
    	
 
    	
$
    	
1,346.63
    	
 
    
	
(end   of Lease Year 2 and start of Lease Year 3)
    	
 
    	
Cure Space
    	
 
    	
3,835
    	
 
    	
$
    	
11.50
    	
 
    	
$
    	
+44,102.50
    	
 
    	
$
    	
+3,675.21
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
256,269.86
    	
 
    	
$
    	
21,355.82
    	
 
    
	
Expansion   Space Rent Commencement Date —
    	
 
    	
Original Premises
    	
 
    	
7,775
    	
 
    	
$
    	
25.54
    	
 
    	
$
    	
198,573.50
    	
 
    	
$
    	
16,547.79
    	
 
    
	
12/31/11
    	
 
    	
PWC Space
    	
 
    	
641
    	
 
    	
$
    	
25.54
    	
 
    	
$
    	
16,371.14
    	
 
    	
$
    	
1,364.26
    	
 
    
	
(middle   of Lease Year 3)
    	
 
    	
Cure Space
    	
 
    	
3,835
    	
 
    	
$
    	
11.50
    	
 
    	
$
    	
44,102.50
    	
 
    	
$
    	
3,675.21
    	
 
    
	
 
    	
 
    	
WPM Space
    	
 
    	
803
    	
 
    	
$
    	
25.54
    	
 
    	
$
    	
20,508.62
    	
 
    	
$
    	
1,709.05
    	
 
    
	
 
    	
 
    	
5G Space
    	
 
    	
356
    	
 
    	
$
    	
8.12
    	
 
    	
$
    	
+2,890.72
    	
 
    	
$
    	
+240.89
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
282,446.48
    	
 
    	
$
    	
23,537.20
    	
 
    
	
01/01/12   — 06/30/13
    	
 
    	
All (except 5G)
    	
 
    	
13,054
    	
 
    	
$
    	
25.54
    	
 
    	
$
    	
333,399.16
    	
 
    	
$
    	
27,783.26
    	
 
    
	
(end   of Lease Year 3 and Lease Year 4)
    	
 
    	
5G Space
    	
 
    	
356
    	
 
    	
$
    	
8.24
    	
 
    	
$
    	
+2,933.44
    	
 
    	
$
    	
+244.45
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
336,332.60
    	
 
    	
$
    	
28,027.71
    	
 
    


 











 

Renewal Term 1:

 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Base Rent
    	
 
    	
Annual Base
    	
 
    	
Monthly Base
    	
 
    
	
Period
    	
 
    	
Space
    	
 
    	
RSF
    	
 
    	
Per RSF
    	
 
    	
Rent
    	
 
    	
Rent
    	
 
    
	
07/01/13 — 06/30/14
    	
 
    	
All (except 5G)
    	
 
    	
13,054
    	
 
    	
$
    	
25.88
    	
 
    	
$
    	
337,837.52
    	
 
    	
$
    	
28,153.13
    	
 
    
	
(Lease Year 5)
    	
 
    	
5G Space
    	
 
    	
356
    	
 
    	
$
    	
8.37
    	
 
    	
$
    	
+2,979.72
    	
 
    	
$
    	
+248.31
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
340,817.24
    	
 
    	
$
    	
28,401.44
    	
 
    
	
07/01/14 — 06/30/16
    	
 
    	
All (except 5G)
    	
 
    	
13,054
    	
 
    	
$
    	
26.22
    	
 
    	
$
    	
342,275.88
    	
 
    	
$
    	
28,522.99
    	
 
    
	
(Lease Years 6 and 7)
    	
 
    	
5G Space
    	
 
    	
356
    	
 
    	
$
    	
8.49
    	
 
    	
$
    	
+3,022.44
    	
 
    	
$
    	
+251.87
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
345,298.32
    	
 
    	
$
    	
28,774.86
    	
 
    


 

Renewal Term 2:

 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Base Rent
    	
 
    	
Annual Base
    	
 
    	
Monthly Base
    	
 
    
	
Period
    	
 
    	
Space
    	
 
    	
RSF
    	
 
    	
Per RSF
    	
 
    	
Rent
    	
 
    	
Rent
    	
 
    
	
07/01/16 — 06/30/17
    	
 
    	
All (except 5G)
    	
 
    	
13,054
    	
 
    	
$
    	
26.58
    	
 
    	
$
    	
346,975.32
    	
 
    	
$
    	
28,914.61
    	
 
    
	
(Lease Year 8)
    	
 
    	
5G Space
    	
 
    	
356
    	
 
    	
$
    	
8.62
    	
 
    	
$
    	
+3,068.72
    	
 
    	
$
    	
+255.73
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
350,044.04
    	
 
    	
$
    	
29,170.34
    	
 
    
	
07/01/17 — 06/30/18
    	
 
    	
All (except 5G)
    	
 
    	
13,054
    	
 
    	
$
    	
26.93
    	
 
    	
$
    	
351,544.22
    	
 
    	
$
    	
29,295.35
    	
 
    
	
(Lease Year 9)
    	
 
    	
5G Space
    	
 
    	
356
    	
 
    	
$
    	
8.75
    	
 
    	
$
    	
+3,115.00
    	
 
    	
$
    	
+259.58
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
354,659.22
    	
 
    	
$
    	
29,554.93
    	
 
    


 









 

AMENDMENT NO. 4 TO LEASE

 

THIS AMENDMENT NO. 4 TO LEASE (this “Amendment”) is made and entered into as of the 24 day of September, 2012 between Landlord and Tenant named below:

 

	
LANDLORD: 
    	
WE GEORGE STREET, L.L.C.
    
	
 
    	
c/o Winstanley Enterprises   LLC
    
	
 
    	
150 Baker Avenue   Extension, Suite 303
    
	
 
    	
Concord, MA 01742
    
	
 
    	
 
    
	
TENANT: 
    	
KOLLTAN PHARMACEUTICALS INC.
    
	
 
    	
300 George Street
    
	
 
    	
New Haven, Connecticut   06510
    
	
 
    	
 
    
	
BUILDING: 
    	
300 George Street
    
	
 
    	
New Haven, Connecticut 06510
    


 

WHEREAS, Landlord and Tenant executed a Lease Agreement dated as of January 5, 2009 (as previously amended, and as further amended herein, the “Lease”), as amended by that certain side letter dated April 1, 2009, as affected by that certain Rent Commencement Letter dated July 8, 2009, as further amended by that certain side letter dated January 28, 2010, by which Tenant leased approximately 7,775 rentable square feet of space in the Building (the “Original Premises”); and

 

WHEREAS, Landlord and Tenant executed an Amendment No. 1 to Lease dated as of September 10, 2010 whereunder the parties added approximately 641 rentable square feet of space to the Lease (the “PWC Space”); and

 

WHEREAS, Landlord and Tenant executed an Amendment No. 2 to Lease dated as of December 31, 2010 (“Amendment 2”) whereunder the parties extended the term of the Lease, added approximately 3,835 rentable square feet of space to the Lease (the “Cure Space”), and provided for two renewal options of three years and two years, respectively; and

 

WHEREAS, Landlord and Tenant executed an Amendment No. 3 to Lease dated as of July 7, 2011, as affected by a Rent Commencement Letter dated September 27, 2011 (together, “Amendment 3”) wherein the parties (i) added to the Lease approximately 803 rentable square feet of space known as the “WPM Space” and approximately 356 rentable square feet known as the “5G Space,” and which were collectively referred to in Amendment 3 as the “Expansion Space,” for a total premises of 13,410 rentable square feet, and (ii) agreed to a right of first offer on the remaining 3,764 rentable square feet occupied by Winstanley Property Management; and

 

WHEREAS, Landlord and Tenant have agreed to revised terms for the lease of said Winstanley Property Management space, on the terms and conditions set forth below.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

 

1











 

1.                                      Capitalized terms used but not defined herein shall have the meaning ascribed to each in the Lease.

 

2.                                      Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, additional space in the Building consisting of approximately 3,764 rentable square feet of space that is currently leased to Winstanley Property Management, together with an additional 211 rentable square feet of space that was previously common area (known as spaces 5N and 5O) but that will now be included in the Premises (all of which space is collectively referred to herein as the “Second Expansion Space”), substantially as shown on the floor plans attached hereto as Schedule A-l and Schedule A-2, commencing on the Amendment 4 Effective Date (as herein defined) and continuing through the last day of the Term, as extended below. As used herein, the “Amendment 4 Effective Date” shall be the date upon which Landlord has delivered vacant possession of the Second Expansion Space to Tenant, which is estimated to occur approximately ninety (90) days from the date of this Amendment. Landlord agrees to use commercially reasonable efforts to deliver the Second Expansion Space to Tenant sooner than said estimate.

 

3.                                      From and after the Amendment 4 Effective Date, the definition of Premises as used in the Lease shall be deemed to include the Second Expansion Space, and shall consist of approximately 17,385 rentable square feet in the aggregate. The Second Expansion Space is leased to Tenant “AS-IS”, provided, however, that Landlord represents and warrants that as of the Amendment 4 Effective Date, the existing electrical, plumbing, HVAC and security systems serving the Building and the Second Expansion Space are in good working order and condition, and the roof and windows of the Building are free of leaks.

 

4.                                      Landlord shall provide Tenant with a Tenant Allowance amount for the Second Expansion Space and the Cure Space of $20.90 per rentable square foot, for a total of $163,229.00 (based on a total rentable square footage of 7,810), which shall be available as of the Amendment 4 Effective Date. All Initial Alterations of the Second Expansion Space and the Cure Space, and the reimbursement of Tenant for the costs thereof by Landlord from said Tenant Allowance, shall be conducted in accordance with the procedures set forth in the Work Letter attached to the Lease as Exhibit C. Tenant shall commence Initial Alterations of the Second Expansion Space and the Cure Space promptly following the Amendment 4 Effective Date and diligently pursue them to completion. Landlord agrees to give notice to Tenant of whether the Initial Alterations constitute a Significant Laboratory Expansion within ten (10) business days of receipt of the utility and HVAC specifications necessary to make such determination, and shall in good faith work with Tenant to make such revisions to the Initial Alterations and specifications as are necessary to cause the Initial Alterations to not constitute a Signification Laboratory Expansion, if requested by Tenant.

 

5.                                      Tenant shall commence paying Base Rent and Additional Rent for the Second Expansion Space on the date (the “Second Expansion Space Rent Commencement Date”) which is the earliest to occur of (i) the date which is five (5) months from the Amendment 4 Effective Date, (ii) the date when the building department or other appropriate governmental authority having jurisdiction issues either a Certificate of Occupancy a Temporary Certificate of Occupancy or other communication or approval permitting legal occupancy of the Expansion Space, and (iii) the date when Tenant occupies all or any portion of the Second Expansion Space for its business use. The

 

2











 

parties shall enter into a rent commencement letter or other agreement confirming the Amendment 4 Effective Date and the Second Expansion Space Rent Commencement Date once known.

 

6.                                      Commencing on the Second Expansion Space Rent Commencement Date, Tenant’s Pro Rata Share as set forth in Section l(j) of the Lease shall be equal to 3.35%.

 

7.                                      The Term of the Lease is hereby extended for a period of time (said period, the “Extension Term”) such that there shall be three years remaining in the Term following the completion of the Initial Alterations on the Second Expansion Space and the Cure Space. Accordingly, the Termination Date shall be the last day of the month in which the third (3rd) anniversary of the Second Expansion Space Rent Commencement Date occurs, provided that notwithstanding the foregoing, if the Second Expansion Space Rent Commencement Date is the first day of a month, the Termination Date shall be the day immediately prior to the third (3rd) anniversary of the Second Expansion Space Rent Commencement Date. The first year of the Extension Term shall include the partial month at the beginning of said term, if any, and each subsequent year of the Extension Term shall consist of the twelve (12) month period immediately following the expiration of the preceding year.

 

8.                                      From and after the Second Expansion Space Rent Commencement Date, Section 1(f) of the Lease (as previously amended) is hereby further amended to provide that Base Rent shall be due and payable to the Landlord at the time and in the manner set forth in the Lease, as described on Schedule B attached hereto and made a part hereof.

 

9.                                      Subject to the rights of existing tenant(s) whose lease(s) pre-date this Amendment, during the Term of this Lease, at such time as Landlord intends to lease all or any of the adjacent 3,013 rentable square feet of space known as area 5M and leased by MiraDX, Inc., substantially as shown on the floor plan attached hereto as Schedule C (such space the “Right of First Offer Space”), and provided Tenant is not in default under the Lease beyond the expiration of applicable notice and cure periods, Landlord shall first notify Tenant (such notice, “Landlord’s Notice”) of such available space (the “Right of First Offer”). The Base Rent for the Right of First Offer Space shall be at the same Base Rent as Tenant pays for the Original Premises, and shall be delivered “as-is,” provided that Landlord shall provide Tenant with a Tenant Allowance amount for the Right of First Offer Space of (a) $20.90 per rentable square foot if Tenant shall perform Alterations such that the Right of First Offer Space is Laboratory Space, and (b) $14.47 per rentable square foot if Tenant shall perform Alterations such that the Right of First Offer Space is Office Space. Tenant may, within thirty (30) days of the receipt of the notice, decline or accept such offer, in writing, and within thirty (30) days thereafter enter into an amendment to the Lease incorporating the Right of First Offer Space into the Lease. Should Tenant fail to accept the Offer in writing within thirty (30) days of receipt of Landlord’s Notice, then Landlord shall be free to lease such available space. If Tenant accepts the Offer, Landlord shall tender the Right of First Offer Space to Tenant on the date set forth in the Offer, or such other date agreed to by and between Landlord and Tenant. Notwithstanding anything herein to the contrary, if at the time Tenant accepts the Right of First Offer for the entire Right of First Offer Space, there remains less than two (2) years in the Term, then Tenant shall, at the time of acceptance of the Right of First Offer (provided the Landlord’s Notice describes the entire Right of First Offer Space, and not a portion of said space), also exercise any available Renewal Term (or otherwise the acceptance shall be void and of no effect), and if no Renewal Terms are

 

3











 

remaining, then the Term of the Lease shall automatically be extended such that there is at least two (2) years remaining in the Term at the time Landlord tenders the entire Right of First Offer Space to Tenant.

 

10.                               Landlord and Tenant represent and warrant to the other that each has full authority to enter into this Amendment and further agree to hold harmless, defend, and indemnify the other from any loss, costs (including reasonable attorneys’ fees), damages, or claim arising from any lack of such authority.

 

11.                               As modified herein, the Lease is hereby ratified and confirmed and shall remain in full force and effect.

 

12.                               Landlord and Tenant hereby represent and warrant to the other that each has not dealt with any broker, finder or like agent in connection with this Amendment and each does hereby agree to indemnify and hold the other, its agents and their officers, directors, shareholders, members, partners and employees, harmless of and from any claim of, or liability to, any broker, finder or like agent claiming a commission or fee by reason of having dealt with either party in connection with the negotiation, execution or delivery of this Amendment, and all expenses related thereto, including, without limitation, reasonable attorneys’ fees and disbursements.

 

13.                               This Amendment constitutes the entire agreement by and between the parties hereto and supersedes any and all previous agreements, written or oral, between the parties. No modification or amendment of this Amendment shall be effective unless the same shall be in writing and signed by the parties hereto. The provisions of this Amendment shall inure to the benefit of, and be binding upon, the parties hereto and their respective legal representatives, successors and assigns.

 

14.                               This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one agreement. This Amendment shall become effective when duly executed and delivered by all parties hereto.

 

(Signatures on following page)

 

4











 

IN WITNESS WHEREOF, Landlord and Tenant have signed this Amendment No. 4 to Lease as of the day and year first above written.

 

	
 
    	
LANDLORD:
    
	
 
    	
 
    
	
 
    	
WE GEORGE STREET, L.L.C.
    
	
 
    	
 
    
	
 
    	
By: 
    	
WE George Street Holdings LLC
    
	
 
    	
 
    	
Its Manager
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By: 
    	
WE George Street Manager Corp.
    
	
 
    	
 
    	
 
    	
Its Sole Member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By: 
    	
/s/ Carter J. Winstanley
    
	
 
    	
 
    	
 
    	
 
    	
Name: Carter J. Winstanley
    
	
 
    	
 
    	
 
    	
 
    	
Title: Its President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
TENANT:
    
	
 
    	
 
    
	
 
    	
KOLLTAN PHARMACEUTICALS INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Dr. Gerald McMahon
    
	
 
    	
 
    	
Name: Dr. Gerald McMahon
    
	
 
    	
 
    	
Title: President & CEO
    
						


 

[Signature page to Amendment No. 4 to Lease by and between

WE George Street, L.L.C. and Kolltan Pharmaceuticals Inc.]

 

5











 

SCHEDULE A-l

 

SECOND EXPANSION SPACE FLOOR PLAN

(WPM Space)

 



 











 

SCHEDULE A-2

 

SECOND EXPANSION SPACE FLOOR PLAN

(Additional Space)

 



 











 

SCHEDULE B

 

RENT TABLE

 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Base Rent
    	
 
    	
Annual Base
    	
 
    	
Monthly Base
    	
 
    
	
Period
    	
 
    	
Space
    	
 
    	
RSF
    	
 
    	
Per RSF
    	
 
    	
Rent
    	
 
    	
Rent
    	
 
    
	
06/09/09 – 06/30/10
    	
 
    	
Original Premises
    	
 
    	
7,775
    	
 
    	
$
    	
24.88
    	
 
    	
$
    	
193,442.00
    	
 
    	
$
    	
16,120.17
    	
 
    
	
07/01/10 – 09/09/10
    	
 
    	
Original Premises
    	
 
    	
7,775
    	
 
    	
$
    	
25.21
    	
 
    	
$
    	
196,007.75
    	
 
    	
$
    	
16,333.98
    	
 
    
	
09/10/10 (PWC Space Effective Date) – 12/30/10
    	
 
    	
Original Premises
    	
 
    	
7,775
    	
 
    	
$
    	
25.21
    	
 
    	
$
    	
196,007.75
    	
 
    	
$
    	
16,333.98
    	
 
    
	
 
    	
 
    	
PWC Space
    	
 
    	
641
    	
 
    	
$
    	
25.21
    	
 
    	
$
    	
+16,159.61
    	
 
    	
$
    	
+1,346.63
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
212,167.36
    	
 
    	
$
    	
17,680.61
    	
 
    
	
12/31/10 (Cure Space Effective Date) – 8/31/2011
    	
 
    	
Original Premises
    	
 
    	
7,775
    	
 
    	
$
    	
25.21
    	
 
    	
$
    	
196,007.75
    	
 
    	
$
    	
16,333.98
    	
 
    
	
 
    	
 
    	
PWC Space
    	
 
    	
641
    	
 
    	
$
    	
25.21
    	
 
    	
$
    	
16,159.61
    	
 
    	
$
    	
1,346.63
    	
 
    
	
 
    	
 
    	
Cure Space
    	
 
    	
3,835
    	
 
    	
$
    	
11.50
    	
 
    	
$
    	
+44,102.50
    	
 
    	
$
    	
+3,675.21
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
256,269.86
    	
 
    	
$
    	
21,355.82
    	
 
    
	
09/01/2011 – 12/31/11
    	
 
    	
Original Premises
    	
 
    	
7,775
    	
 
    	
$
    	
25.54
    	
 
    	
$
    	
198,573.50
    	
 
    	
$
    	
16,547.79
    	
 
    
	
 
    	
 
    	
PWC Space
    	
 
    	
641
    	
 
    	
$
    	
25.54
    	
 
    	
$
    	
16,371.14
    	
 
    	
$
    	
1,364.26
    	
 
    
	
 
    	
 
    	
Cure Space
    	
 
    	
3,835
    	
 
    	
$
    	
11.50
    	
 
    	
$
    	
44,102.50
    	
 
    	
$
    	
3,675.21
    	
 
    
	
 
    	
 
    	
WPM Space
    	
 
    	
803
    	
 
    	
$
    	
25.54
    	
 
    	
$
    	
20,508.62
    	
 
    	
$
    	
1,709.05
    	
 
    
	
 
    	
 
    	
5G Space
    	
 
    	
356
    	
 
    	
$
    	
8.12
    	
 
    	
$
    	
+2,890.72
    	
 
    	
$
    	
+240.89
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
282,446.48
    	
 
    	
$
    	
23,537.20
    	
 
    
	
01/01/12 — Day prior to Second Expansion Space
    	
 
    	
All (except 5G)
    	
 
    	
13,054
    	
 
    	
$
    	
25.54
    	
 
    	
$
    	
333,399.16
    	
 
    	
$
    	
27,783.26
    	
 
    
	
Rent Commencement Date
    	
 
    	
5G Space
    	
 
    	
356
    	
 
    	
$
    	
8.24
    	
 
    	
$
    	
+2,933.44
    	
 
    	
$
    	
+244.45
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
336,332.60
    	
 
    	
$
    	
28,027.71
    	
 
    
	
Second Expansion Space Rent Commencement
    	
 
    	
All (except 5G)
    	
 
    	
17,029
    	
 
    	
$
    	
25.54
    	
 
    	
$
    	
434,920.66
    	
 
    	
$
    	
36,243.39
    	
 
    
	
Date — End of Extension Term
    	
 
    	
5G Space
    	
 
    	
356
    	
 
    	
$
    	
8.24
    	
 
    	
$
    	
+2,933.44
    	
 
    	
$
    	
+244.45
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
437,854.10
    	
 
    	
$
    	
36,487.84
    	
 
    


 











 

Renewal Term 1 (exercised herein):

 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Base Rent
    	
 
    	
Annual Base
    	
 
    	
Monthly Base
    	
 
    
	
Period
    	
 
    	
Space
    	
 
    	
RSF
    	
 
    	
Per RSF
    	
 
    	
Rent
    	
 
    	
Rent
    	
 
    
	
Renewal Term 1, year 1
    	
 
    	
All (except 5G)
    	
 
    	
17,029
    	
 
    	
$
    	
25.88
    	
 
    	
$
    	
440,710.52
    	
 
    	
$
    	
36,725.88
    	
 
    
	
 
    	
 
    	
5G Space
    	
 
    	
356
    	
 
    	
$
    	
8.37
    	
 
    	
$
    	
+2,979.72
    	
 
    	
$
    	
+248.31
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
443,690.24
    	
 
    	
$
    	
36,974.19
    	
 
    
	
Renewal Term 1, years 2 and3
    	
 
    	
All (except 5G)
    	
 
    	
17,029
    	
 
    	
$
    	
26.22
    	
 
    	
$
    	
446,500.38
    	
 
    	
$
    	
37,208.37
    	
 
    
	
 
    	
 
    	
5G Space
    	
 
    	
356
    	
 
    	
$
    	
8.49
    	
 
    	
$
    	
+3,022.44
    	
 
    	
$
    	
+251.87
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
449,522.82
    	
 
    	
$
    	
37,460.24
    	
 
    


 

Renewal Term 2:

 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Base Rent
    	
 
    	
Annual Base
    	
 
    	
Monthly Base
    	
 
    
	
Period
    	
 
    	
Space
    	
 
    	
RSF
    	
 
    	
Per RSF
    	
 
    	
Rent
    	
 
    	
Rent
    	
 
    
	
Renewal Term 2, year 1
    	
 
    	
All (except 5G)
    	
 
    	
17,029
    	
 
    	
$
    	
26.58
    	
 
    	
$
    	
452,630.82
    	
 
    	
$
    	
37,719.23
    	
 
    
	
 
    	
 
    	
5G Space
    	
 
    	
356
    	
 
    	
$
    	
8.62
    	
 
    	
$
    	
+3,068.72
    	
 
    	
$
    	
+255.73
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
455,699.54
    	
 
    	
$
    	
37,974.96
    	
 
    
	
Renewal Term 2, year 2
    	
 
    	
All (except 5G)
    	
 
    	
17,029
    	
 
    	
$
    	
26.93
    	
 
    	
$
    	
458,590.97
    	
 
    	
$
    	
38,215.92
    	
 
    
	
 
    	
 
    	
5G Space
    	
 
    	
356
    	
 
    	
$
    	
8.75
    	
 
    	
$
    	
+3,115.00
    	
 
    	
$
    	
+259.58
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
461,705.97
    	
 
    	
$
    	
38,475.50
    	
 
    


 











 

SCHEDULE C

 

RIGHT OF FIRST OFFER SPACE

 



 









 

AMENDMENT NO. 5 TO LEASE

 

THIS AMENDMENT NO. 5 TO LEASE (this “Amendment”) is made and entered into as of the 16th day of November, 2012 (the “Amendment 5 Effective Date”) between Landlord and Tenant named below:

 

	
LANDLORD:
    	
WE   GEORGE STREET, L.L.C.
    
	
 
    	
c/o   Winstanley Enterprises LLC
    
	
 
    	
150   Baker Avenue Extension, Suite 303
    
	
 
    	
Concord,   MA 01742
    
	
 
    	
 
    
	
TENANT:
    	
KOLLTAN   PHARMACEUTICALS INC.
    
	
 
    	
300   George Street
    
	
 
    	
New   Haven, Connecticut 06510
    
	
 
    	
 
    
	
BUILDING:
    	
300   George Street
    
	
 
    	
New   Haven, Connecticut 06510
    


 

WHEREAS, Landlord and Tenant executed a Lease Agreement dated as of January 5, 2009 (as previously amended, and as further amended herein, the “Lease”), as amended by that certain side letter dated April 1, 2009, as affected by that certain Rent Commencement Letter dated July 8, 2009, as further amended by that certain side letter dated January 28, 2010, by which Tenant leased approximately 7,775 rentable square feet of space in the Building (the “Original Premises”); and

 

WHEREAS, Landlord and Tenant executed an Amendment No. 1 to Lease dated as of September 10, 2010 whereunder the parties added approximately 641 rentable square feet of space to the Lease (the “PWC Space”); and

 

WHEREAS, Landlord and Tenant executed an Amendment No. 2 to Lease dated as of December 31, 2010 whereunder the parties extended the term of the Lease, added approximately 3,835 rentable square feet of space to the Lease (the “Cure Space”), and provided for two renewal options of three years and two years, respectively; and

 

WHEREAS, Landlord and Tenant executed an Amendment No. 3 to Lease dated as of July 7, 2011, as affected by a Rent Commencement Letter dated September 27, 2011 (together, “Amendment 3”) wherein the parties (i) added to the Lease approximately 803 rentable square feet of space known as the “WPM Space” and approximately 356 rentable square feet known as the “5G Space,” and which were collectively referred to in Amendment 3 as the “Expansion Space,” for a total premises of 13,410 rentable square feet, and (ii) agreed to a right of first offer on the remaining 3,764 rentable square feet occupied by Winstanley Property Management; and

 

WHEREAS, Landlord and Tenant executed an Amendment No. 4 to Lease dated as of September 24, 2012 (“Amendment 4”) wherein the parties added the remaining Winstanley Property Management space plus some additional former common area space to the Premises, extended the

 

1











 

Term of the Lease and added a right of first offer on adjacent space on the fifth floor, among other things; and

 

WHEREAS, Landlord and Tenant have agreed to add an additional space to the Premises, on the terms and conditions set forth below.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

 

1.                                      Capitalized terms used but not defined herein shall have the meaning ascribed to each in the Lease.

 

2.                                      Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, additional space in the Building consisting of approximately 356 rentable square feet of space (the “5I Space”), substantially as shown on the Floor Plan attached hereto as Schedule A, beginning on the Amendment 5 Effective Date and continuing through the last day of the Term.

 

3.                                      From and after the Amendment 5 Effective Date, the definition of Premises as used in the Lease shall be deemed to include the 5I Space, and shall consist of approximately 17,741 rentable square feet in the aggregate. The Second Expansion Space is leased to Tenant “AS-IS.”

 

4.                                      The 5I Space shall be used solely for storage, provided that notwithstanding the foregoing, Tenant may use the 51 Space for occasional operation of appliances such as a refrigerator or freezer or similar equipment.

 

5.                                      Commencing on the Amendment 5 Effective Date, Tenant’s Pro Rata Share as set forth in Section 1(j) of the Lease shall be equal to 2.65%, and commencing on the Second Expansion Space Rent Commencement Date, Tenant’s Pro Rata Share as set forth in Section l(j) of the Lease shall be equal to 3.42%.

 

6.                                      Tenant shall commence paying Base Rent and Additional Rent for the 5I Space as of the Amendment 5 Effective Date, and the Base Rent for the 5I Space shall be the same as Tenant pays for the 5G Space. From and after the Amendment 5 Effective Date, Section 1(f) of the Lease (as previously amended) is hereby further amended to provide that Base Rent shall be due and payable to the Landlord at the time and in the manner set forth in the Lease, as described on Schedule B attached hereto and made a part hereof.

 

7.                                      Tenant shall be responsible for providing electrical connections to the heat pump and, if used by Tenant, the exhaust fan that serve the 5I Space. Promptly following the Amendment 5 Effective Date, Tenant shall, at Tenant’s cost and expense, connect the electrical service for the 5I Space (including but not limited to the heat pump and exhaust fan, if used) to Tenant’s electrical panel such that Tenant’s electrical meter will include measurement of the electricity used and consumed at the 5I Space.

 

8.                                      Landlord and Tenant represent and warrant to the other that each has full authority to enter into this Amendment and further agree to hold harmless, defend, and indemnify the other from

 

2











 

any loss, costs (including reasonable attorneys’ fees), damages, or claim arising from any lack of such authority.

 

9.                                      As modified herein, the Lease is hereby ratified and confirmed and shall remain in full force and effect.

 

10.                               Landlord and Tenant hereby represent and warrant to the other that each has not dealt with any broker, finder or like agent in connection with this Amendment and each does hereby agree to indemnify and hold the other, its agents and their officers, directors, shareholders, members, partners and employees, harmless of and from any claim of, or liability to, any broker, finder or like agent claiming a commission or fee by reason of having dealt with either party in connection with the negotiation, execution or delivery of this Amendment, and all expenses related thereto, including, without limitation, reasonable attorneys’ fees and disbursements.

 

11.                               This Amendment constitutes the entire agreement by and between the parties hereto and supersedes any and all previous agreements, written or oral, between the parties. No modification or amendment of this Amendment shall be effective unless the same shall be in writing and signed by the parties hereto. The provisions of this Amendment shall inure to the benefit of, and be binding upon, the parties hereto and their respective legal representatives, successors and assigns.

 

12.                               This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one agreement. This Amendment shall become effective when duly executed and delivered by all parties hereto.

 

(Signatures on following page)

 

3











 

IN WITNESS WHEREOF, Landlord and Tenant have signed this Amendment No. 5 to Lease as of the day and year first above written.

 

	
 
    	
LANDLORD:
    
	
 
    	
 
    
	
 
    	
WE GEORGE STREET, L.L.C.
    
	
 
    	
 
    
	
 
    	
By: 
    	
WE George Street Holdings LLC
    
	
 
    	
 
    	
Its Manager
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By: 
    	
WE George Street Manager Corp.
    
	
 
    	
 
    	
 
    	
Its Sole Member
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
/s/ Carter J. Winstanley
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Carter J. Winstanley
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Its President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
TENANT:
    
	
 
    	
 
    
	
 
    	
KOLLTAN PHARMACEUTICALS INC.
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Gerald McMahon
    
	
 
    	
 
    	
Name:
    	
Gerald McMahon
    
	
 
    	
 
    	
Title:
    	
CEO, President
    


 

[Signature page to Amendment No. 5 to Lease by and between

WE George Street, L.L.C. and Kolltan Pharmaceuticals Inc.]

 

4











 

SCHEDULE A

 

5I SPACE FLOOR PLAN

 



 











 

SCHEDULE B

 

RENT TABLE

 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Base Rent
    	
 
    	
Annual Base
    	
 
    	
Monthly Base
    	
 
    
	
Period
    	
 
    	
Space
    	
 
    	
RSF
    	
 
    	
Per RSF
    	
 
    	
Rent
    	
 
    	
Rent
    	
 
    
	
06/09/09 — 06/30/10
    	
 
    	
Original Premises
    	
 
    	
7,775
    	
 
    	
$
    	
24.88
    	
 
    	
$
    	
193,442.00
    	
 
    	
$
    	
16,120.17
    	
 
    
	
07/01/10 — 09/09/10
    	
 
    	
Original Premises
    	
 
    	
7,775
    	
 
    	
$
    	
25.21
    	
 
    	
$
    	
196,007.75
    	
 
    	
$
    	
16,333.98
    	
 
    
	
09/10/10 (PWC Space Effective Date) — 12/30/10
    	
 
    	
Original Premises
    	
 
    	
7,775
    	
 
    	
$
    	
25.21
    	
 
    	
$
    	
196,007.75
    	
 
    	
$
    	
16,333.98
    	
 
    
	
 
    	
PWC Space
    	
 
    	
641
    	
 
    	
$
    	
25.21
    	
 
    	
$
    	
+16,159.61
    	
 
    	
$
    	
+1,346.63
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
212,167.36
    	
 
    	
$
    	
17,680.61
    	
 
    
	
12/31/10 (Cure Space Effective Date) — 8/31/2011
    	
 
    	
Original Premises
    	
 
    	
7,775
    	
 
    	
$
    	
25.21
    	
 
    	
$
    	
196,007.75
    	
 
    	
$
    	
16,333.98
    	
 
    
	
 
    	
PWC Space
    	
 
    	
641
    	
 
    	
$
    	
25.21
    	
 
    	
$
    	
16,159.61
    	
 
    	
$
    	
1,346.63
    	
 
    
	
 
    	
Cure Space
    	
 
    	
3,835
    	
 
    	
$
    	
11.50
    	
 
    	
$
    	
+44,102.50
    	
 
    	
$
    	
+3,675.21
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
256,269.86
    	
 
    	
$
    	
21,355.82
    	
 
    
	
09/01/2011 — 12/31/11
    	
 
    	
Original Premises
    	
 
    	
7,775
    	
 
    	
$
    	
25.54
    	
 
    	
$
    	
198,573.50
    	
 
    	
$
    	
16,547.79
    	
 
    
	
 
    	
 
    	
PWC Space
    	
 
    	
641
    	
 
    	
$
    	
25.54
    	
 
    	
$
    	
16,371.14
    	
 
    	
$
    	
1,364.26
    	
 
    
	
 
    	
 
    	
Cure Space
    	
 
    	
3,835
    	
 
    	
$
    	
11.50
    	
 
    	
$
    	
44,102.50
    	
 
    	
$
    	
3,675.21
    	
 
    
	
 
    	
 
    	
WPM Space
    	
 
    	
803
    	
 
    	
$
    	
25.54
    	
 
    	
$
    	
20,508.62
    	
 
    	
$
    	
1,709.05
    	
 
    
	
 
    	
 
    	
5G Space
    	
 
    	
356
    	
 
    	
$
    	
8.12
    	
 
    	
$
    	
+2,890.72
    	
 
    	
$
    	
+240.89
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
282,446.48
    	
 
    	
$
    	
23,537.20
    	
 
    
	
01/01/12 — Day prior to Amendment 5 Effective Date
    	
 
    	
All (except 5G)
    	
 
    	
13,054
    	
 
    	
$
    	
25.54
    	
 
    	
$
    	
333,399.16
    	
 
    	
$
    	
27,783.26
    	
 
    
	
 
    	
5G Space
    	
 
    	
356
    	
 
    	
$
    	
8.24
    	
 
    	
$
    	
+2,933.44
    	
 
    	
$
    	
+244.45
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
336,332.60
    	
 
    	
$
    	
28,027.71
    	
 
    
	
Amendment 5 Effective Date — Day prior to Second   Expansion Space Rent Commencement Date
    	
 
    	
All (except 5G and 5I)
    	
 
    	
13,054
    	
 
    	
$
    	
25.54
    	
 
    	
$
    	
333,399.16
    	
 
    	
$
    	
27,783.26
    	
 
    
	
 
    	
5G Space and 5I Space
    	
 
    	
712
    	
 
    	
$
    	
8.24
    	
 
    	
$
    	
+5,866.88
    	
 
    	
$
    	
+488.91
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
339,266.04
    	
 
    	
$
    	
28,272.17
    	
 
    
	
Second Expansion Space Rent Commencement Date —   End of Extension Term
    	
 
    	
All (except 5G and 5I)
    	
 
    	
17,029
    	
 
    	
$
    	
25.54
    	
 
    	
$
    	
434,920.66
    	
 
    	
$
    	
36,243.39
    	
 
    
	
 
    	
5G Space and 5I Space
    	
 
    	
712
    	
 
    	
$
    	
8.24
    	
 
    	
$
    	
+5,866.88
    	
 
    	
$
    	
+488.91
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
440,787.54
    	
 
    	
$
    	
36,732.30
    	
 
    


 











 

Renewal Term 1 (exercised in Amendment 4):

 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Base Rent
    	
 
    	
Annual Base
    	
 
    	
Monthly Base
    	
 
    
	
Period
    	
 
    	
Space
    	
 
    	
RSF
    	
 
    	
Per RSF
    	
 
    	
Rent
    	
 
    	
Rent
    	
 
    
	
Renewal Term 1, year 1
    	
 
    	
All (except 5G and 5I)
    	
 
    	
17,029
    	
 
    	
$
    	
25.88
    	
 
    	
$
    	
440,710.52
    	
 
    	
$
    	
36,725.88
    	
 
    
	
 
    	
 
    	
5G Space and 5I Space
    	
 
    	
712
    	
 
    	
$
    	
8.37
    	
 
    	
$
    	
+5,959.44
    	
 
    	
$
    	
+496.62
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
446,669.96
    	
 
    	
$
    	
37,222.50
    	
 
    
	
Renewal Term 1, years 2 and 3
    	
 
    	
All (except 5G and 5I)
    	
 
    	
17,029
    	
 
    	
$
    	
26.22
    	
 
    	
$
    	
446,500.38
    	
 
    	
$
    	
37,208.37
    	
 
    
	
 
    	
 
    	
5G Space and 5I Space
    	
 
    	
712
    	
 
    	
$
    	
8.49
    	
 
    	
$
    	
+6,044.88
    	
 
    	
$
    	
+503.74
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
452,545.26
    	
 
    	
$
    	
37,712.11
    	
 
    


 

Renewal Term 2:

 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Base Rent
    	
 
    	
Annual Base
    	
 
    	
Monthly Base
    	
 
    
	
Period
    	
 
    	
Space
    	
 
    	
RSF
    	
 
    	
Per RSF
    	
 
    	
Rent
    	
 
    	
Rent
    	
 
    
	
Renewal Term 2, year 1
    	
 
    	
All (except 5G and 51)
    	
 
    	
17,029
    	
 
    	
$
    	
26.58
    	
 
    	
$
    	
452,630.82
    	
 
    	
$
    	
37,719.24
    	
 
    
	
 
    	
 
    	
5G Space and 5I Space
    	
 
    	
712
    	
 
    	
$
    	
8.62
    	
 
    	
$
    	
+6,137.44
    	
 
    	
$
    	
+511.45
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
458,768.26
    	
 
    	
$
    	
38,230.69
    	
 
    
	
Renewal Term 2, year 2
    	
 
    	
All (except 5G and 5I)
    	
 
    	
17,029
    	
 
    	
$
    	
26.93
    	
 
    	
$
    	
458,590.97
    	
 
    	
$
    	
38,215.91
    	
 
    
	
 
    	
 
    	
5G Space and 5I Space
    	
 
    	
712
    	
 
    	
$
    	
8.75
    	
 
    	
$
    	
+6,230.00
    	
 
    	
$
    	
+519.17
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
464,820.97
    	
 
    	
$
    	
38,735.08