Exhibit
10.1


 


125 Hartwell Avenue


Lexington, Massachusetts
02421


(the “Building”)


 


NINTH AMENDMENT


May 19, 2009


 


	
   

  	
   

  	
  LANDLORD:

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXISTING

  LEASE

  DATA

  	
   

  	
  PREMISES:

  	
   

  	
  Collectively,
  (i) approximately 19,810 square feet of Premises Rentable Area on the
  second (2nd) floor of the Building, consisting of approximately 10,980 square
  feet of Premises Rentable Area under the original Lease shown as the
  “Premises” on Exhibit 3 thereto, plus approximately 8,830 square feet of
  Premises Rentable Area added by the First Amendment referred to below shown
  as the “RFO Premises” on said Exhibit 3, (ii) approximately 2,670
  square feet of Premises Rentable Area on the first (1st) floor of the Building, substantially as shown
  cross-hatched on Exhibit A attached to the Fifth Amendment referred to
  below, and (iii) approximately 4,584 square feet of Premises
  Rentable Area on the first (1st) floor of the Building,
  substantially as shown cross-hatched on Exhibit A attached to the Eighth
  Amendment referred to below

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LEASE

  EXECUTION

  DATE:

  	
   

  	
  October 26, 1992

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TERMINATION

  DATE:

  	
   

  	
  November 30, 2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PREVIOUS

  	
   

  	
   

  
	
   

  	
   

  	
  LEASE

  	
   

  	
   

  
	
   

  	
   

  	
  AMENDMENTS:

  	
   

  	
  First Amendment
  dated as of January 31, 1993

  
	
   

  	
   

  	
   

  	
   

  	
  Second Amendment
  dated October 1, 1997

  Third Amendment
  dated November 1, 2002

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

  Fifth Amendment
  dated October 22, 2004

  Sixth Amendment
  dated August 1, 2005

  Seventh Amendment
  dated November 26, 2007

  Eighth Amendment dated June 19,
  2008

  



 


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  ADDITIONAL

  	
   

  	
   

  
	
   

  	
   

  	
  PREMISES:

  	
   

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

  



 


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


 


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


 


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


 


1.                                       DEMISE OF ADDITIONAL PREMISES


 


Landlord hereby demises
and leases to Tenant, and Tenant hereby accepts and leases from Landlord, the
Additional Premises for a Term commencing as of the July 1, 2009 and
expiring on November 30, 2011.  The
demise of the Additional Premises shall otherwise be upon and governed by the
terms and conditions of the Lease (as hereby amended) applicable to the demise
of the existing Premises, except as follows or as otherwise provided in this
Amendment:


 


A.                                   The Basic Rent payable in respect of the
Additional Premises shall be $26,448.00 per year (i.e., $2,204.00 per month).


 


B.                                     Tenant shall have no obligation to pay
Building Expense Escalation Charges in respect of the Additional Premises.


 


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


 


D.                                    Tenant’s Proportionate Share in respect
of the Additional Premises shall be 2.42%.


 


E.                                      Tenant shall, by reason of the demise of
the Additional Premises, be entitled to an additional four (4) parking
spaces in the paved parking area located adjacent to the Building.  The use of such spaces shall be subject to
the same terms and conditions of the Lease as are applicable to Tenant’s use of
the other parking spaces provided to Tenant under the Lease. Accordingly, the
total number of parking spaces which Landlord shall provide and maintain for
the use of Tenant’s employees and invitees pursuant to Section 2 of the
Lease (as hereby amended) shall be one hundred six (106).


 


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F.                                      Tenant shall accept the Additional
Premises “as is” without any obligation on the part of Landlord to prepare or
construct the Additional Premises for Tenant’s occupancy or to provide any
allowance or contribution with respect thereto. 
Tenant acknowledges that it has had an opportunity to inspect the
Additional Premises and that Landlord has made no representation or warranty as
to the condition of the Additional Premises. 
Any and all work necessary or appropriate to prepare the Additional
Premises for Tenant’s use and occupancy shall be performed by Tenant at its
sole cost and expense in accordance with plans and using materials approved in
advance by Landlord in writing and otherwise subject to the terms and
provisions of the Lease (including, without limitation, Section 8
thereof).


 


2.                                       EXTENSION OPTIONS


 


In the event that Tenant
shall timely and properly exercise its right to extend the Term of the Lease
for the remaining option term(s) provided for in Paragraph 1 of the Sixth
Amendment, then such extension(s) shall apply to both the existing
Premises and the Additional Premises and the demise of both the existing
Premises and the Additional Premises for such option term(s) shall be
governed by the terms and provisions of said Paragraph 1, except that Tenant
shall be obligated to pay Building Expense Escalation Charges in respect of the
Additional Premises during each of such option term(s) notwithstanding
anything to the contrary contained herein or in said Paragraph 1.


 


3.                                       BROKER


 


Each party (the “indemnifying
party”) represents and warrants to the other party that it has not dealt with
any broker or agent in connection with this Amendment or the leasing of the
Additional Premises; however, the parties acknowledge that Richard Barry Joyce &
Partners has previously been involved as broker with the Premises and Landlord
shall pay any commission that might be owed to Richard Barry Joyce &
Partners in connection with this Amendment. 
The indemnifying party shall indemnify and hold the other party (and
such other party’s trustees, beneficiaries, agents and employees) harmless of
and from all claims that may be made by any person against such other party (or
its trustees, beneficiaries, agents or employees) for brokerage or other
compensation in the nature of brokerage with respect to this Amendment on
account or arising out of the indemnifying party’s breach of the foregoing
representation and warranty.


 


4.                                       MISCELLANEOUS


 


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


 


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


 


	
  LANDLORD:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SYNTA
  PHARMACEUTICALS CORP.

  
	
   

  	
   

  	
   

  
	
  /s/ Steven
  Colangelo

  	
   

  	
  By:

  	
  /s/ Keith
  Ehrlich

  
	
  Steven
  Colangelo, signing as

  	
   

  	
   

  	
  Name:

  	
  Keith Ehrlich

  
	
  Trustee of 125
  Hartwell Trust and not

  	
   

  	
   

  	
  Title:

  	
  CFO

  
	
  individually and
  without recourse

  	
   

  	
   

  	
  Hereunto Duly
  Authorized

  
	
  against the
  Trustee personally or his

  	
   

  	
   

  	
   

  
	
  assets

  	
   

  	
   

  	
   

  



 


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EXHIBIT A


 


Plan Showing Location of Additional Premises on First
Floor of Building


 


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