Exhibit 10.11


 


SUBLEASE


This Sublease (the “Sublease”) is made as of September
8, 2006 by and between Archemix Corp., a Delaware corporation, having an
address of 300 Third Street, Cambridge, 
Massachusetts 02142 (“Sublandlord”) and Momenta Pharmaceuticals, Inc., a
Delaware corporation, having an address of 675 West Kendall Street, Cambridge,
MA 02142 (“Subtenant”).


W  I
T  N  E  S  S  E  T  H:


A.            Three
Hundred Third Street L.L.C., predecessor-in-interest to ARE-MA Region No. 28,
LLC, a Delaware limited liability company (“Landlord”), as landlord, and
Sublandlord, as tenant, entered into a Lease dated April 11, 2005, as amended
by (i) that First Amendment to Lease dated July 9, 2006, between Sublandlord
and Landlord (collectively, the “Overlease”), pursuant to which Sublandlord
leases approximately 67,451 rentable square feet of space (the “Premises”)
located on the first, second and P-1 and P-2 levels of the building known as
300 Third Street, Cambridge, Massachusetts (the “Building”).  A partially redacted copy of the Overlease is
attached hereto and incorporated herein as “Exhibit A”;


B.            Subtenant
desires to sublease from Sublandlord and Sublandlord desires to sublease to
Subtenant, a portion of the Premises as identified on “Exhibit B” attached
hereto and incorporated herein (hereinafter referred to as the “Subleased
Premises”), which Subleased Premises shall consist of approximately 22,364
rentable square feet located on a portion of the second floor of the Building
as set forth on attached “Exhibit B”.


NOW, THEREFORE, in consideration of the mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


1.  DEMISE OF SUBLEASED PREMISES.  Sublandlord hereby demises and subleases to
Subtenant, and Subtenant hereby hires and takes from Sublandlord, the Subleased
Premises for the term and upon the conditions hereinafter set forth, in “AS IS,
WHERE IS” condition, subject to the completion of Sublandlord’s Work (as
hereinafter defined), together with the right to use, on a non-exclusive basis,
the lavatories, hallways, lobbies and other common elements of the Building
and/or the Premises appurtenant to the Subleased Premises.   If Subtenant desires additional premises for
purposes of solvent storage or waste neutralization (“Storage Space”),
Subtenant shall notify Sublandlord in writing thereof and Sublandlord shall
cooperate with Subtenant and use commercially reasonable efforts to lease from
Landlord such Storage Space desired by Subtenant and to thereupon sublease same
to Subtenant.  Subtenant shall be
responsible for all Fixed Rent and Additional Rent charged by Landlord
applicable to any









 



Storage Space.  Notwithstanding
the foregoing, the securing of such Storage Space by Sublandlord shall not be a
condition to the effectiveness of this Sublease.   If Subtenant does not elect to lease any
Storage Space, then Sublandlord shall cooperate with Subtenant to share a
portion of Sublandlord’s waste neutralization and solvent storage areas located
within Sublandlord’s Premises to accommodate Subtenant’s reasonable
requirements, subject to Sublandlord’s reasonable requirements for Sublandlord’s
operations.  Subtenant agrees to pay its
proportionate share of the costs thereof.


2.  TERM.              (a)  Initial Term.  The initial term of this Sublease (the “Term”)
shall commence on the later to occur of (i) the date of this Sublease, (ii) the
date on which Landlord’s written consent to this Sublease is obtained and delivered
to Subtenant, and (iii) the date on which Sublandlord delivers possession of
the Subleased Premises to Subtenant (the “Commencement Date”).  Notwithstanding the foregoing, in the event
such Landlord’s consent to this Sublease is not obtained in accordance with
Section 15 herein and possession of the Subleased Premises delivered to
Subtenant on or before the date which is sixty (60) days following the date of
Sublandlord’s execution of this Sublease, then either party shall have the
right to cancel this Sublease on fifteen (15) days written notice to the other
(the “Cancellation Notice”) and
with the giving of such notice, this Sublease shall be deemed canceled and no
further force or effect and neither party shall have any liability or
obligation to the other in respect thereof. Notwithstanding the foregoing, if
within fifteen (15) days after the giving of the Cancellation Notice, Landlord’s
consent is received and possession of the Subleased Premises delivered to
Subtenant, then the Cancellation Notice shall be deemed null and void and this
Sublease shall continue in full force and effect.  The Term shall of this Sublease shall end on
April 30, 2011 (the “Expiration Date”), as it may be extended hereunder, or
shall end on such earlier date upon which such term may expire or be terminated
pursuant to the provisions hereof or pursuant to law.  The Term and any extension thereof in
accordance with the provisions of this Sublease is referred to as the “Term”.


(b)           Extended Term. 
Provided that, at the time Subtenant elects to exercise the option
herein granted, (i) this Sublease is in full force and effect, (ii) Subtenant
is not in default beyond any applicable notice and grace periods hereunder, and
(iii) Subtenant or an Affiliated Transferee (as defined in Section 16.B of the
Overlease) is occupying all of the Subleased Premises, Subtenant shall have the
option, upon written notice to Sublandlord (“Subtenant’s Extension Notice”)
given not less than six (6) months prior to the expiration of the Expiration
Date, to extend the Term of this Sublease for an additional four (4) year
period (the “Extended Term”) expiring on April 30, 2015, subject to Sublandlord’s
Termination Option and Subtenant’s Termination Option (as such terms are
hereinafter defined).  The Extended Term
shall commence immediately following the end of the initial Term hereof.  All terms and conditions applicable during
the initial Term shall apply during the Extended Term including without
limitation the obligation of Subtenant to pay Fixed Rent and its Pro Rata Share
of Operating Expenses and Taxes except that (x) Subtenant shall have no further
right to extend this Sublease beyond the Extended Term hereinabove provided,
(y) there shall be no tenant improvement allowance, and (z) such Extended Term
shall be subject to the parties’ Termination Options.









 



 


(c)           Sublandlord’s Termination Option.  From and after the earlier to occur of (i)
the date of Subtenant’s Extension Notice, if any, and (ii) October 1, 2010 and
continuing through the Term as such Term may be extended, Sublandlord shall
have the right to terminate this Sublease (“Sublandlord’s Termination Option”)
as follows:


(i) where Subtenant has delivered to Sublandlord
Subtenant’s Extension Notice as hereinabove provided, upon delivery of written
notice to Subtenant within thirty (30) days following the date of Sublandlord’s
receipt of Subtenant’s Extension Notice, which termination shall be effective
upon the Expiration Date hereof; or


(ii) where Subtenant has delivered to Sublandlord
Subtenant’s Extension Notice as hereinabove provided, and Sublandlord has
failed to deliver written notice to Subtenant within such thirty (30) day
period as provided in subsection (i) above, upon delivery of written notice to
Subtenant, which termination shall be effective on a date specified in
Sublandlord’s notice which shall be not less than nine (9) months following the
date of such notice (“Sublandlord’s Early Termination Date”).


If Sublandlord exercises Sublandlord’s Termination Option under
subsection (i) above, then (i) all rent payable under this Sublease shall be
paid and apportioned as of the Expiration Date; (ii) neither party shall have
any rights, estates, liabilities, or obligations under this Sublease for the
period accruing after Expiration Date, except those which are incurred, have
accrued or relate to the period prior to Expiration Date, and (iii) Subtenant
shall surrender and vacate the entire Subleased Premises and deliver possession
thereof to Sublandlord on or before the Expiration Date in the condition
required under both this Sublease and the Overlease.


If Sublandlord exercises Sublandlord’s Termination Option under
subsection (ii) above, then (i) all rent payable under this Sublease shall be
paid and apportioned as of the Sublandlord’s Early Termination Date;  (ii) neither party shall have any rights,
estates, liabilities, or obligations under this Sublease for the period
accruing after Sublandlord’s Early Termination Date, except those which are
incurred, have accrued or relate to the period prior to Sublandlord’s Early
Termination Date, and (iii) Subtenant shall surrender and vacate the entire
Subleased Premises and deliver possession thereof to Sublandlord on or before
Sublandlord’s Early Termination Date in the condition required under both this
Sublease and the Overlease.


(d)           Subtenant’s
Termination Option.  Provided
that Subtenant is not in default under this Sublease beyond any applicable
notice and grace periods on either the date Subtenant exercises Subtenant’s
Termination Option (as hereinafter defined) or, or unless waived in writing by
Sublandlord, on Subtenant’s Early Termination Date (as hereinafter defined),
after the earlier to occur of (i) the date of Subtenant’s Extension Notice, if
any, and (ii) October 1, 2010, and continuing through the Term as such Term may
be extended, Subtenant shall have the right to terminate this Sublease upon the
giving of nine (9) months’ prior written notice to Sublandlord (“Subtenant’s
Termination Option”), which termination shall be effective on the date that is
nine 









 



(9) months following the date of such written notice to
Sublandlord (“Subtenant’s Early Termination Date”). If Subtenant exercises
Subtenant’s Termination Option, then (i) all rent payable under this Sublease
shall be paid and apportioned as of the Subtenant’s Early Termination Date;
(ii) neither party shall have any rights, estates, liabilities, or obligations
under this Lease for the period accruing after Subtenant’s Early Termination
Date, except those which are incurred, have accrued or relate to the period
prior to Subtenant’s Early Termination Date, and (iii) Subtenant shall
surrender and vacate the entire Subleased Premises and deliver possession
thereof to Sublandlord on or before Subtenant’s Early Termination Date in the
condition required under both this Sublease and the Overlease.


(e)           Notwithstanding
anything to the contrary contained herein, in no event shall the exercise of
Subtenant’s Termination Option or Sublandlord’s Termination Option cause the
Sublease Term to terminate prior to April 30, 2011.


3.  SUBORDINATION
TO AND INCORPORATION OF THE OVERLEASE.


(a)  This
Sublease is in all respects subject and subordinate to the terms and conditions
of the Overlease and to the matters to which the Overlease, including any
amendments thereto, is or shall be subordinate. 
Subtenant agrees that Subtenant has reviewed and is familiar with the
Overlease and the Sublease, and will not do or suffer or permit anything to be
done which would result in a default or breach (whether or not subject to
notice or grace periods) on the part of Sublandlord under the Overlease or
cause the Overlease to be terminated. 
Sublandlord agrees that it will not (i) do or suffer or permit anything
to be done which would result in a default or breach under the Overlease or
cause the Overlease to be terminated, or (ii) modify or amend the Overlease, or
take any other action which results in the modification, surrender or
cancellation of Overlease to the extent such modification, surrender or
cancellation decreases any of Subtenant’s rights under this Sublease or
increases any of Subtenant’s obligations under this Sublease, without the prior
written consent of Subtenant.  If,
however, the Overlease is terminated prior to its scheduled expiration for any
reason whatever, this Sublease shall likewise terminate, without further
notice.


(b)  Except as
otherwise expressly provided in this Sublease, the terms, covenants,
conditions, rights, obligations, remedies and agreements of the Overlease are
incorporated into this Sublease by reference and made a part hereof as if fully
set forth herein and shall constitute the terms of this Sublease, mutatis,
mutandis, Sublandlord being
substituted for “Landlord” thereunder, Subtenant being substituted for “Tenant”
thereunder and “Subleased Premises” being substituted for “Premises”
thereunder, except to the extent that such terms do not relate to the
Subleased Premises or are inapplicable to, or specifically inconsistent with
the terms of this Sublease, it being understood and agreed that Sublandlord
will not be acting as, or assuming any of the responsibilities of, Landlord,
and all references in the Overlease to Landlord-provided services or Landlord
insurance requirements, and any other references which by their nature relate
to the owner or operator of the Building, rather than to a tenant of the
Building subleasing space to a subtenant, shall continue to be references to
Landlord and not to Sublandlord.  All









 



capitalized
terms used and not otherwise defined herein shall have the same meaning as set
forth in the Overlease.


(c)  The following provisions of the Overlease
shall not be incorporated herein by reference and are expressly excluded from
the terms of this Sublease:  any redacted
portions of the Overlease, Article 1 (clauses A - N, P, Q & S), Article 2
[Premises, Term and Commencement Date], Article 3 [Rent], Article 5(A) and (B)
[Tenant’s Work/Alterations and Additions], Article 12(E) [Signs], the second
and third sentences of Article 12(G) [Condition of Premises], Article 16(C)
[Recapture], Articles 23(e) and (h) [Security Deposit], 24 [Brokerage
Commission], 28(A), (B), (C), (E), (G) and (H) [Additional Rights Reserved By
Landlord], 30(C) [Notices], 30(J) [Limitation of Liability], 30(K) [Memorandum
of Lease], 30(Z) [Dispute Resolution], 31 [Right of First Refusal], 32 [Right
of First Option], 33 [Termination Option], 34 [Generator], Attachment No. 1 to
Exhibit B, Exhibit C and attachments thereto [Workletter], Exhibit F [Generator
Space], Exhibit E [Rent Commencement Date Confirmation], Exhibit G [Tenant’s
List of Hazardous Materials], and Exhibit K [Flammables License Application].


(d)
          For the purposes of
incorporation herein, the terms of the Overlease are subject to the following
additional modifications:


(i)            In all provisions of the Overlease
(under the terms thereof and without regard to modifications thereof for
purposes of incorporation into this Sublease) requiring the approval or consent
of Landlord, Subtenant shall be required to obtain the approval or consent of both
Sublandlord (which approval or consent of Sublandlord shall not be unreasonably
withheld, conditioned or delayed) and Landlord.


(ii)
          In all provisions of the
Overlease requiring the tenant to submit, exhibit to, supply or provide
Landlord with evidence, certificates, or any other matter or thing, Subtenant
shall be required to submit, exhibit to, supply or provide, as the case may be,
the same simultaneously to both Landlord and Sublandlord.  In any such instance, Sublandlord shall
reasonably determine if such evidence, certificate or other matter or thing
shall be satisfactory.


(iii)           Notwithstanding anything to the
contrary contained in Article 10 or Article 11 of the Overlease, Sublandlord
shall have no obligation to restore or rebuild any portion of the Subleased
Premises after any destruction or taking by eminent domain.


(iv)
         Sublandlord shall not be deemed
to have made any of Landlord’s representations, warranties and indemnities
under the Overlease (provided, however, that to the extent permitted under the
Overlease, or as otherwise consented to by Landlord, Sublandlord hereby assigns
to Subtenant the third party benefits of such representation, warranties and
indemnities of Landlord and the right to enforce same, provided, however, that
Sublandlord shall also retain the rights to enforce such representations,
warranties and indemnities).









 



(v)           Sublandlord shall not be deemed or
construed in any way to indemnify Subtenant for any breach of Landlord under
the Overlease or any other actions or omissions of Landlord.


 


(vi)          Section 30(T) of the Overlease shall
be amended by including the following language at the end of the paragraph: “,
or to the Securities Exchange Commission or such other entity as required by
law.”


4.  RENT.


(a) Beginning on the earlier to occur of (i) March 10,
2007 and (ii) Subtenant’s beneficial use of the Subleased Premises for the
conduct of its business, and continuing through the Sublease Term, including
any Extended Term (if applicable), Subtenant shall pay to Sublandlord annual
fixed rent (the “Fixed Rent”) per annum in the amount of One Million
Seventy-Three Thousand Four Hundred Seventy-Two and No/100 Dollars
($1,073,472.00) in advance in equal monthly installments of Eight-Nine Thousand
Four Hundred Fifty-Six and No/100 Dollars ($89,456.00), pro-rated on a per diem
basis in the case of any partial months during the Term addressed to
Sublandlord at the address set forth in this Sublease, Attn:  Chief Financial Officer,  or such other address set forth in a written
notice to Subtenant.  Subtenant’s Fixed
Rent shall be proportionately adjusted in the event Subtenant leases any
Storage Space from Sublandlord.


(b)           Except
as otherwise set forth herein, each monthly installment shall be payable on or
before the first day of the calendar month for which such payment is made,
without notice or demand and without abatement, set-off or deduction.


(c)           In addition to the Fixed Rent and any
other sums which Subtenant may be obligated to pay pursuant to any other
provision of this Sublease, Subtenant agrees to pay to Sublandlord as “Additional
Rent” hereunder as and when such sums are due and payable by Sublandlord under
the Overlease, or as otherwise hereinafter provided:


(i)            “Expense Adjustment Amount” in an
amount equal to 33.15%, (“Subtenant’s Pro Rata Share”) of the amounts payable
by Sublandlord on account of Operating Expenses and Real Estate Taxes pursuant
to Article 4(A) of the Overlease, which Subtenant’s Pro Rata Share shall be
proportionately adjusted in the event Subtenant leases any Storage Space from
Sublandlord;


(ii)           the cost of all utilities consumed by
Subtenant in the Subleased Premises, including but not limited to electricity,
natural gas and water, sewer, steam, fire protection, telephone and other
communication and alarm services (the “Utility Charges”).  Subtenant agrees that Subtenant’s usage of
electricity and gas shall be measured by separate sub-meter to be installed by
Subtenant, and Subtenant shall pay Subtenant’s Pro Rata Share of all other
utilities supplied to the Subleased Premises and 









 



 


not directly billed to
Subtenant by the utility provider;


(iii)          the Parking Fee (as hereinafter
defined in Section 22 hereof);


(iv)          all Subtenant Surcharges (as
hereinafter defined); and


(v)           if pursuant to Section 1 above, Subtenant
leases any Storage Space, Subtenant shall pay all Fixed Rent and Additional
Rent charged by Landlord in respect of the Storage Space (“Storage Space
Charges”).


(d)  As used herein, the term “Subtenant
Surcharges” shall mean any and all amounts other than the Expense Adjustment
Amount, Utility Charges, Parking Fee and the Storage Space Charges which become
due and payable by Sublandlord to Landlord under the Overlease whether as
additional rent or for any extra services or otherwise, which would not have
become due and payable but for the acts and omissions of Subtenant under this
Sublease or which are otherwise attributable to the Subleased Premises,
including, but not limited to: 
(i) any increases in the Landlord’s fire, rent or other insurance
premiums resulting from any act or omission of Subtenant, (ii) any
additional rent under the Overlease payable by Sublandlord on account of
Subtenant’s use of other extra services above those provided in Article VII of
the Overlease, and (iii) any additional rent under the Overlease payable
by Sublandlord on account of any other additional service as may be provided to
the Subleased Premises.  Notwithstanding the foregoing,
Subtenant Surcharges shall not include (i) amounts which relate to the acts or
omissions of Sublandlord under the Overlease and not the acts or omissions of
Subtenant under this Sublease, (ii) maintenance and repairs with respect to any
non-common areas of the Premises (other than the Subleased Premises); or (iii)
Fixed Rent pursuant to the Overlease, and, except as expressly provided in this
Sublease, items of Additional Rent pursuant to the Overlease.  Subtenant shall pay the Additional Rent set
forth in subsections (c) and (d) of this Section 4 within thirty (30) days
after the presentation of statements therefor by the Landlord or Sublandlord to
Subtenant.


(e)           To the extent any utilities to the
Subleased Premises are not separately sub-metered, if Subtenant or any other
occupant of the Premises makes use of any utilities during hours other than
during Building business hours, or if Subtenant or any other occupant of the
Premises adds any machinery, appliances or equipment which materially increases
or decreases the aggregate electrical load in the Subleased Premises or other
portions of the Premises, as the case may be, the applicable Utility Charges
shall be adjusted proportionately to reflect any change in such use.


(f)            Sublandlord shall provide copies of
all bills (or relevant portions thereof) received from Landlord affecting or
relating to Subtenant’s use of the Subleased Premises to Subtenant promptly
upon receipt.  Notwithstanding the
foregoing, (i) if the Overlease provides that a payment of additional rent
is payable by the Sublandlord to Landlord within a shorter period of time, Subtenant
shall pay the additional rent provided for in this Section 4 relating to such
payment of additional rent not later than the business day preceding the date
that Sublandlord 









 



shall be so required to pay, and (ii) if the
Overlease provides that a payment of additional rent thereunder is payable by
Sublandlord to Landlord, on demand, then Subtenant shall pay any additional
rent provided for in this Section 4 relating to such payment of additional rent
under the


Overlease, upon the demand of Sublandlord.  Any failure or delay by Sublandlord in
billing any sum set forth in this Section 4 shall not constitute a waiver of
Subtenant’s obligation to pay the same in accordance with the terms of this
Sublease.


(g)  Upon its
receipt thereof, Sublandlord shall furnish to Subtenant a copy of each notice
or statement from Landlord affecting the Subleased Premises with respect to
Subtenant’s obligations hereunder, together with Sublandlord’s calculation (if
applicable) of the amount owed by Subtenant hereunder and the basis for such
calculation.  If Sublandlord disputes the
correctness of any such notice or statement and if such dispute is resolved in
Sublandlord’s favor, or if Sublandlord shall receive any refund of rent without
a dispute, Sublandlord shall promptly pay to Subtenant Subtenant’s Pro Rata
Share of any refund (after deducting from the amount of any such refund an
equitable portion of all expenses, including court costs and reasonable
attorneys’ fees, incurred by Sublandlord in resolving such dispute) received by
Sublandlord in respect (but only to the extent) of any related payments of rent
made by Subtenant less any amounts theretofore received by Subtenant directly
from Landlord, and relating to such refund; provided, however,
that, if Sublandlord is required under the terms of the Overlease to pay such
amounts pending the determination of any such dispute (by agreement or
otherwise), Subtenant shall pay the full amount of the Fixed Rent, Expense
Adjustment Amounts, Utility Charges, the Parking Fee, the Storage Space Charges
and Subtenant Surcharges in accordance with this Sublease and the Landlord’s
statement or notice.


(h)   Subtenant’s
obligation to pay the Fixed Rent, the Expense Adjustment Amount, Utility
Charges, the Parking Fee, the Storage Space Charges, Subtenant Surcharges and
all other sums payable under this Section 4 or otherwise under this Sublease
and Sublandlord’s obligation to pay any amounts due to Subtenant under this
Sublease shall survive the termination or earlier expiration of this Sublease
until such amounts have been paid in full.


(i)  The Fixed
Rent, Expense Adjustment Amount, Utility Charges, the Parking Fee, the Storage
Space Charges, Subtenant Surcharges and any other amounts payable pursuant to
this Sublease (“Rent”) shall be paid by Subtenant to Sublandlord at the address
first set forth above, or at such other place as Sublandlord may hereafter
designate from time to time in writing, in lawful money of the United States of
America, by, at Sublandlord’s option, a good unendorsed check, subject to
collection, as and when the same become due and payable, without demand
therefor and without any deduction, set-off or abatement whatsoever.  Any other amounts of additional rents and
other charges herein reserved and payable shall be paid by Subtenant in the
manner and to the persons set forth in the statement from Sublandlord
describing the amounts due.  In the event
of nonpayment of any component of Rent reserved hereunder, Sublandlord shall have
all the rights and remedies with respect thereto as are herein provided for in
case of nonpayment of the Fixed Rent reserved hereunder.









 



 


(j)  All past due installments of
rent shall bear interest at the Default Rate reserved under the Overlease from
the date due until paid.  Additionally,
Subtenant shall be responsible for all late charges payable by Sublandlord
under Article 3 of the Overlease as a result of any late payment by
Subtenant hereunder.


5.             SECURITY DEPOSIT.


(a)           To secure the full
and faithful performance by Subtenant of all the terms, provisions, conditions,
covenants and obligations (including, without limitation, the payment of rent)
on Subtenant’s part to be performed hereunder, on or before the Commencement
Date hereof, Subtenant shall deliver to Sublandlord a security deposit (“Security
Deposit”) in the amount of Two Million Nine Hundred Seven Thousand Three
Hundred Twenty Dollars ($2,907,320.00) in either (i) cash or (ii) an
unconditional, clean, irrevocable “evergreen” letter of credit, payable on
sight, in form and substance satisfactory to Sublandlord and otherwise in
accordance with the requirements of Article 23 of the Overlease.   Said Security Deposit shall be
proportionately increased in the event Subtenant leases any Storage Space.  Sublandlord hereby approves Silicon Valley
Bank, N.A. as the issuer of the letter of credit.   The failure to timely deliver any subsequent
or extension letter of credit shall constitute a material default hereunder for
which no notice need be given, and for which no grace or cure period need be
allowed (notwithstanding anything herein set forth to the contrary) and the
letter of credit, then in effect, may be presented for payment and negotiated
notwithstanding that no other default may then exist under this Sublease and
upon such presentment and negotiation, the default for Subtenant’s failure to
so deliver shall be deemed to have been cured. 
In the event Subtenant defaults beyond any applicable notice and cure
periods herein set forth in respect of any of the terms, provisions, conditions,
covenants and obligations of this Sublease, including, but not limited to, the
payment of Fixed Rent and Additional Rent, Sublandlord may, without first
applying any other security, use, apply or retain the whole or any part of
the proceeds of the letter of credit or cash security
deposit delivered as security hereunder to the extent required for the
payment of any Fixed Rent or Additional Rent or any other sum as to which
Subtenant is in default or for any sum which Sublandlord may incur or may be
required to incur by reason of Subtenant’s default in respect of any of the
terms, provisions, conditions, covenants and obligations on Subtenant’s part to
be performed hereunder, including but not limited to, any actual out-of-pocket
damages or deficiencies which accrued before or after the commencement of
summary proceedings or other re-entry by Sublandlord.    If Subtenant shall fully and faithfully
comply with all of the terms, provisions, covenants and conditions of this
Sublease, the letter of credit or cash security deposit shall be returned to
Subtenant after the Expiration Date and after delivery of possession of the
Sublease Premises to Sublandlord. 
Every cash security deposit or letter of credit deposited with
Sublandlord hereunder shall be transferable by its terms to an assignee of
Sublandlord’s interests under the Overlease without charge to Sublandlord and
without any further responsibility and liability with respect to such security
and Subtenant agrees to look solely to such assignee of Sublandlord (who may be
an assignee/successor-in-interest, by way of example and not by limitation, as
a result of a merger with Sublandlord, as a result of a purchase of
substantially all of









 



Sublandlord’s assets, etc.) for the return of
the cash security deposit or letter of credit or the proceeds
thereof.  The provisions of the preceding
sentence are self-operative without the need for further documentation.  Subtenant shall not assign or encumber or
attempt to assign or encumber
any cash security deposit or letter of credit or any of the
proceeds thereof.


(h)           If Subtenant shall
faithfully perform all of the covenants and agreements contained in this
Sublease on the part of Subtenant to be performed and provided that there is
not an Event of Default under the terms and conditions of this Sublease, the
Security Deposit shall be reduced as follows:


(i)                                     to
an amount equal to Two Million Four Hundred Ninety-Three Thousand Five Hundred
Eighty-Six and No/100 Dollars ($2,493,586.00) upon Subtenant having fully
satisfied its obligations set forth in Section III (D) of Exhibit C attached
hereto;


(ii)                                  to
an amount equal to One Million Eight Hundred Seventy Thousand Three Hundred One
Dollars ($1,870,301.00) upon the end of the third Sublease Year (for purposes
hereof, the
term “Sublease Year” shall refer to the first 12 month period following the
Commencement Date hereof and each succeeding 12 month period following such
Commencement Date); and


(iii)                               in
the event this Sublease is extended as hereinabove provided, to an amount equal
to One Million Two Hundred Forty-Six Thousand Seven Hundred Ninety-Three and
No/100 Dollars ($1,246,793.00) upon the end of the fifth Sublease Year.


If the
Security Deposit is a letter of credit, Subtenant shall, upon thirty (30) days’
prior written notice to Landlord, effectuate a substitution of the then current
letter of credit, with a new letter of credit reflecting the applicable reduced
amount set forth above, and otherwise subject to all of the terms and
conditions set forth in this Section.  If
the Security Deposit is in the form of cash, Sublandlord shall, upon thirty
(30) days’ prior written request of Subtenant, and provided that there is not
an Event of Default under the terms and conditions of this Sublease either at
the time of such request or at the time that such reduction is to take effect,
refund to Subtenant the applicable difference between the then current amount
of the Security Deposit and the reduced amount.


6.  USE OF
SUBLEASED PREMISES.  Subtenant shall
use the Subleased Premises only for those purposes allowed under the Overlease,
and for no other purposes whatsoever. 
Sublandlord agrees that Subtenant shall be permitted, subject to
Subtenant obtaining all applicable permits and approvals and to Sublandlord’s
rights under the Overlease.


7.  CONDITION
OF SUBLEASED PREMISES.









 



(a)           Subtenant
represents and warrants that it has made a thorough examination of the
Subleased Premises and it is familiar with the condition thereof.  Subtenant acknowledges that it enters into
this Sublease without any representation or warranties by Sublandlord or anyone
acting or purporting to act on behalf of Sublandlord, as to present or future
condition of the Subleased Premises or the appurtenances thereto or any
improvements therein or of the Building, except as otherwise expressly set
forth herein.  Sublandlord hereby
represents that the Subleased Premises shall be in broom clean condition and
free of all occupants and from all personalty when delivered to Subtenant.  It is further agreed that, other than the
Sublandlord’s Work, Sublandlord has no obligation to perform any work therein
or contribute to the cost of any work.


(b)           On or before the date that is three (3) months following
the Commencement Date, subject to Sublandlord’s receipt of all necessary
approvals, Sublandlord shall substantially complete a demising wall within the
Subleased Premises, demising the Subleased Premises from the remainder of the
Premises (“Sublandlord’s Work”), provided that Sublandlord shall use
commercially reasonable efforts not to materially interfere with the
performance by Subtenant of Subtenant’s Work (as hereinafter defined) within
the Subleased Premises.


(c)           Subtenant, at its sole cost and expense, in accordance
with the attached “Exhibit C”, subject to Subtenant’s receipt of the Subtenant
Allowance (as hereinafter defined) and Subtenant’s receipt of all necessary
approvals, shall design, perform and complete all other improvements to the
Subleased Premises as more particularly set forth in the work letter attached
hereto as “Exhibit C” (herein called “Subtenant’s Work”).  Subtenant shall complete all of Subtenant’s
Work in good and workmanlike manner, fully paid for and free from liens, in
accordance with the plans and specifications approved by Landlord and Sublandlord
as provided in “Exhibit C”. 
Notwithstanding the fact that the foregoing activities may occur prior
to the Rent Commencement Date, Subtenant agrees that all of Subtenant’s
obligations provided for in this Sublease shall apply during the period from
the Commencement Date to the Rent Commencement Date, with the exception of any
obligation to pay Fixed Rent, Expense Adjustment Amounts and the Storage Space
Charges.  Notwithstanding the foregoing,
Subtenant shall pay to Sublandlord all Utility Charges and Subtenant Surcharges
applicable to such period.   Sublandlord
shall provide Subtenant with a Subtenant Work Allowance to reimburse Subtenant
for all or part of the cost of Subtenant’s Work as more particularly set forth
in the attached “Exhibit C”.  Subtenant
shall use all commercially reasonable efforts during the performance of
Subtenant’s Work to minimize interference with the business operations of other
tenants in the Building.


(d)           Subtenant shall, at its sole cost and expense, provide
janitorial and cleaning services to the Subleased Premises.


8.  ALTERATIONS.  Other than as expressly set forth herein,
Subtenant shall make no alterations, installations, additions or improvements
in or to the Subleased Premises 









 



(“Alterations”), without first obtaining Sublandlord’s
prior written consent, which consent shall not be unreasonably withheld,
conditioned or delayed.   
Notwithstanding the foregoing, all Subtenant Alterations, including
Subtenant’s Work, shall be subject to the terms of the Overlease and to the
consent of Landlord.


9.  FAILURE
OF SUBLANDLORD TO PERFORM OBLIGATIONS. 
Subtenant acknowledges and agrees that Sublandlord shall have no
obligation to provide any services to the Subleased Premises or to perform the
terms, covenants, conditions or obligations contained in the Overlease on the
part of Landlord to be performed. 
Subtenant agrees to look solely to Landlord for the furnishing of such
services and the performance of such terms, covenants, conditions or obligations.  In the event that Landlord shall fail to
furnish such services or to perform any of the terms, covenants, conditions or
obligations contained in the Overlease on its part to be performed, Sublandlord
shall be under no obligation or liability whatsoever to Subtenant for such
failure.  In any event, Subtenant shall
not be allowed any abatement or diminution of rent under this Sublease because
of Landlord’s failure to perform any of its obligations under the Overlease unless Sublandlord is entitled to an abatement
under the terms of the Sublease, in which event, Subtenant shall be entitled to
a proportionate and equitable abatement. 
Sublandlord agrees, however, that in the event that if Landlord shall
fail to provide the services or perform the obligations to be provided or
performed by it pursuant to the terms of the Overlease, Sublandlord shall, upon
written notice from Subtenant, use commercially reasonable efforts to enforce
the terms of the Overlease, at Subtenant’s sole cost and expense.  If Landlord shall default in the performance
of any of its obligations under the Overlease, Sublandlord shall, upon request
and at the expense of Subtenant, timely institute and diligently prosecute any
action or proceeding reasonably requested by Subtenant in order to have
Landlord comply with any obligation of Landlord under the Overlease or as
required by law.   Subtenant shall
indemnify and hold harmless Sublandlord from and against any and all costs or
claims arising out of or in connection with any such action or proceeding
undertaken by Sublandlord on behalf of Subtenant.  Subtenant shall not make any claim against
Sublandlord for any damage which may arise, nor shall Subtenant’s obligations
hereunder be diminished, by reason of (i) the failure of Landlord to keep,
observe or perform any of its obligations pursuant to the Overlease, unless
such failure is due to Sublandlord’s default under this Sublease, or (ii) the
acts or omissions of Landlord, its agents, contractors, servants, employees,
invitees or licensees.  In the event that
Sublandlord elects to enforce its rights under the Overlease with respect to
the Subleased Premises, Sublandlord shall charge Subtenant for its pro rata
share of such costs.  The provisions of
this Section 9 shall survive the expiration or earlier termination of the Term
hereof.


10.  ACCESS.  Sublandlord and Landlord and their respective
agents may, at reasonable times and upon reasonable notice, enter to view the
Subleased Premises, and make repairs and alterations as Sublandlord and/or
Landlord should elect to do and may show the Subleased Premises to others,
before the expiration of the Term; provided, however, that Sublandlord may show
the Subleased Premises to prospective tenants only during the last twelve (12)
months of the Term; provided, further, at Subtenant’s election, except in cases
of emergency, access to the 









 



 


Subleased Premises shall be in the presence of a
representative of Subtenant.  Upon entry
by Sublandlord to the Subleased Premises, Sublandlord shall use commercially
reasonable efforts to minimize interference with Subtenant’s use and occupancy
of the Subleased Premises.


11.  INDEMNIFICATION/INSURANCE.


(a)           Subtenant shall defend,
indemnify and hold harmless Sublandlord and its agents, successors and assigns,
from and against any and all injury, loss, costs, expenses, liabilities, claims
or damage (including attorneys’ fees and disbursements) to any person or
property (i) arising from, related to, or in connection with any use or
occupancy of the Subleased Premises by Subtenant, (ii) arising from, related
to, or in connection with any act or omission (including, without limitation,
construction and repair of the Subleased Premises in connection with Subtenant’s
Work or subsequent work) of Subtenant, its agents, contractors, employees,
customers and invitees, or (iii) which occurs in any part of the Property
other than the Subleased Premises and is caused by the negligence or willful
misconduct of Subtenant, which indemnity extends to any and all claims arising
from any breach or default in the performance of any obligation on Subtenant’s
part to be performed under the terms of this Sublease.  This indemnification shall survive the
expiration or termination of the Sublease Term.


(b)  Sublandlord shall defend, indemnify and hold
Subtenant harmless from and against all claims, causes of action, liabilities,
losses, costs and expenses arising from or in connection with any injury or
other damage or damages to any person or property resulting from the negligence
or willful misconduct of Sublandlord, its agents, contractors, employees,
customers and invitees. This indemnification shall survive the expiration or
termination of the Sublease Term.


(c)           In no event shall Sublandlord be liable for any
consequential damages hereunder nor shall Subtenant be liable for any
consequential damages hereunder, except as may result from Subtenant’s failure
to timely surrender the Subleased Premises at the expiration or earlier
termination of the Term.


(d)           Subtenant shall
carry insurance for all personal property and trade fixtures on the Subleased
Premises and for all Alterations, including but not limited to Subtenant’s
Work,  performed by Subtenant or on its
account.  Subtenant shall also carry all
insurance as required in the Overlease, naming Sublandlord and Landlord as additional
insureds on all policies required thereunder.









 



 


(e)           The
parties agree that all property insurance carried by either party with respect
to the Subleased Premises, whether or not required by this Sublease, shall
include a waiver of the subrogation of rights of recovery to the extent such
rights have been waived by the insured party prior to the occurrence of loss or
injury.  Each party shall be entitled to
have duplicates or certificates of any policies containing such
provisions.  Each party hereby waives any
rights of recovery against the other for loss or injury against which the
waiving party is protected by insurance containing provisions denying to the
insurer acquisition by subrogation of rights of recovery, reserving, however,
any rights with respect to any excess of loss or injury over the amount
recovered by such insurance.


12.  ASSIGNMENT
AND SUBLETTING.  Subtenant shall not
assign, sell, transfer (whether by operation of law or otherwise), pledge,
mortgage or otherwise encumber this Sublease or any portion of its interest in
the Subleased Premises, nor sublet all or any portion of the Subleased Premises
or permit any other person or entity to use or occupy all or any portion of the
Subleased Premises, without the prior written consent of Sublandlord (which
consent of Sublandlord shall not be unreasonably withheld, conditioned or
delayed) and Landlord, and in accordance with the terms of Article 16 of the
Overlease.  Notwithstanding the
foregoing, the provisions of Section 16.B of the Overlease shall apply to an
assignment or sublease by Subtenant to an “Affiliated Transferee” as if such
transfer were an assignment or sublease, as applicable, by Sublandlord, as
Tenant, under the Overlease.  
Notwithstanding anything in the Overlease to the contrary, if Subtenant
desires to assign this Sublease or sublet more than sixty-seven percent  (67%) of the Subleased Premises (other than
to an Affiliated Transferee), Subtenant shall have the right to notify Sublandlord
in writing in advance.   Sublandlord
shall have thirty (30) days from the date of receipt of Subtenant’s notice, to
elect to recapture the Subleased Premises effective upon the proposed effective
date of the sublease or assignment (but not earlier than sixty (60) days
following the date of Subtenant’s notice), which election shall be in writing
and delivered within said thirty (30) day period.  If Sublandlord does not elect to recapture or
fails to notify Subtenant of its election within such thirty day period, upon
Subtenant’s receipt of a bona fide offer for an assignment of this Sublease or
sublease of more than sixty-seven percent (67%) of the Subleased Premises and
the giving of written notice to Sublandlord of such offer and the receipt by
Sublandlord of any information related to the proposed sublease or assignment
reasonably requested by Sublandlord, Sublandlord shall have five (5) business
days in which to either consent to or deny the proposed sublease or
assignment.  To the extent not inconsistent
with the terms of this Section 12, the terms and provisions of Article 16 of
the Overlease shall apply to this Sublease between Subtenant and Sublandlord.


13.  CASUALTY AND CONDEMNATION.  Notwithstanding anything to the contrary
contained in this Sublease or in the Overlease, Subtenant shall not have the
right to terminate this Sublease as to all or any part of the Subleased
Premises, or be entitled to an abatement of Fixed Rent, the Expense Adjustment
Amounts, Utility Charges, the Parking Fee, the Storage Space Charges ,
Subtenant Surcharges, or any other component of Rent or additional rent, by
reason of a casualty or condemnation affecting the Subleased Premises unless
Sublandlord is entitled to terminate the Overlease or is entitled to a
corresponding abatement under the Overlease. 
If Sublandlord is entitled to terminate the Overlease for all or any
portion of the Subleased Premises by reason of casualty or 









 



condemnation, Sublandlord
shall notify Subtenant thereof prior to giving any notice to Landlord and
Subtenant may terminate this Sublease as to any corresponding part of the
Subleased Premises by written notice to Sublandlord given at least five (5)
business days prior to the date(s) Sublandlord is required to give notice to
Landlord of such termination under the terms of the Overlease.


14.  CONSENTS.  In no event shall Sublandlord be liable for
failure to give its consent or approval in any situation where consent or
approval has been withheld or refused by Landlord, whether or not such
withholding or refusal was proper, provided, however that Sublandlord shall use
commercially reasonable efforts to obtain such consents.


15.  CONSENT OF LANDLORD.  (a) 
Sublandlord and Subtenant hereby acknowledge and agree that this
Sublease is subject to and conditioned upon Sublandlord obtaining the written
consent (the “Consent”) of Landlord as provided in the Overlease.  Sublandlord agrees to use commercially
reasonable efforts to obtain the Consent. 
Promptly following the execution and delivery of this Sublease by
Sublandlord and Subtenant, Sublandlord shall submit this Sublease to
Landlord.  It is expressly understood and
agreed that notwithstanding anything to the contrary contained herein, the Term
shall not commence, Subtenant shall not take possession of the Subleased
Premises or any part thereof, nor shall Subtenant’s other obligations hereunder
begin to accrue, until the Consent has been obtained.  Subtenant hereby agrees that it shall
cooperate in good faith with Sublandlord and shall comply with any reasonable
requests made of Subtenant by Sublandlord or Landlord in the procurement of the
Consent.


(b)           In addition to the Consent, Sublandlord agrees to request
from Landlord, and to use commercially reasonable efforts to obtain, at no
expense to Sublandlord, a recognition agreement, whereby Landlord agrees to
recognize Subtenant upon the terms of this Sublease upon a termination of the
Overlease.   Any such recognition
agreement, however, shall not be a condition to the commencement of this
Sublease and the failure to obtain such recognition agreement shall not give
Subtenant the right to terminate this Sublease pursuant to Section 2(a) hereof.


16.  DEFAULTS.  Subtenant covenants and agrees that in the
event that it shall default in the performance of any of the terms, covenants
and conditions of this Sublease beyond any applicable notice, grace or cure
periods or of the Overlease as incorporated herein (collectively, an “Event of
Default”), Sublandlord shall have the right to (i) any and all remedies
reserved by Landlord under the Overlease, which are incorporated herein and
made a part hereof, with the same force and effect as if herein specifically
set forth in full, and (ii) any and all other rights and remedies available to
Sublandlord at law and in equity.


17.  NOTICE.  Whenever, by the terms of this Sublease, any
notice, demand, request, approval, consent or other communication (each of
which shall be referred to as a “notice”) shall or may be given either to
Sublandlord or to Subtenant, such notice shall be in writing and shall be sent
by nationally recognized overnight courier providing for receipted delivery, or
by registered or certified mail, return receipt requested, postage prepaid,
addressed as follows (or to such other 









 



 


address or addresses as may from time to time
hereafter be designated by Sublandlord or Subtenant, as the case may be, by
like notice):


(a)                                  If
intended for Sublandlord, to:


Archemix Corp.

300 Third Street

Cambridge, Massachusetts 02142


Attn:  Chief Financial Officer


and to:


Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, MA  02111

Attention:  Stuart A. Offner, Esq.


(b)                                 If
intended for Subtenant, to:


Momenta Pharmaceuticals,
Inc.

675 West Kendall Street

Cambridge, MA 02142

Attention:  Richard P. Shea, CFO


and to:


Foley Hoag LLP

155 Seaport Boulevard

Boston, MA 02210

Attn:  Real Estate Department


All such notices shall be deemed to have been served on the date of
actual receipt (in the case of hand delivery), or one (1) business day after
such notice shall have been deposited with a nationally recognized overnight
courier, or three (3) business days after such notice shall have been deposited
in the United States mails within the continental United States (in the case of
mailing by registered or certified mail as aforesaid).


18.  SURRENDER
OF SUBLEASED PREMISES.  Subtenant
shall at the expiration or other termination of this Sublease remove all
Subtenant’s goods and effects from the Subleased Premises.   Subtenant shall deliver to Sublandlord the
Subleased Premises and all keys, locks 









 



thereto, and other fixtures connected therewith and
all alterations and additions made to or upon the Subleased Premises, except
those alterations and additions that may be required by Landlord or Sublandlord
to be removed, in good order and condition, normal wear and tear and damage by
fire or other casualty not caused by Subtenant excepted; provided, however,
Sublandlord agrees that Subtenant shall have no obligation to remove any
alterations or additions if, with respect to any given alteration or addition, Subtenant
previously requested in writing a written waiver of such obligation by
Sublandlord and Landlord and Sublandlord and Landlord have delivered such
written waiver to Subtenant.  In
addition, if Subtenant fails to surrender the Subleased Premises in the
condition required hereunder, Sublandlord shall have the right to cause the
Subleased Premises to be restored to such condition and charge the cost thereof
to Subtenant.  In the event of Subtenant’s
failure to remove any of Subtenant’s property from the Subleased Premises,
Sublandlord and Landlord are hereby authorized, without liability to Subtenant
for loss or damage thereto, and at the sole risk of Subtenant, to remove and
store any of the property at Subtenant’s expense, or to retain same under Sublandlord’s
or Landlord’s control or to sell at public or private sale, without notice any
or all of the property not so removed and to apply the net proceeds of such
sale to the payment of any sum due hereunder, or to destroy such property.


19.  BROKER.  Subtenant represents and warrants to
Sublandlord that Subtenant has not dealt, either directly or indirectly, with
any broker in connection with this Sublease, or the sub-subletting of the
Subleased Premises to Subtenant, other than CB Richard Ellis and GVA Thompson
Doyle Hennessy & Stevens (the “Brokers”) and Sublandlord shall be solely
responsible for all fees of the Brokers. 
Subtenant shall indemnify Sublandlord from and against any and all loss,
costs and expenses, including reasonable attorney’s fees, incurred by
Sublandlord, resulting from a breach of such representation and warranty.  Sublandlord represents and warrants to
Subtenant that Sublandlord has not dealt, either directly or indirectly, with
any broker in connection with this Sublease, or the sub-subletting of the
Subleased Premises to Subtenant, other than the Brokers.  Sublandlord shall indemnify Subtenant from
and against any and all loss, cost and expenses, including reasonable attorneys’
fees, incurred by Subtenant, resulting from a breach of such representation and
warranty.


20.  COUNTERPARTS.   This Sublease may be executed in one or more
counterparts, and by different parties hereto on separate counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


21.  PARKING.  Subject to the terms of Article 26 of the
Overlease, Sublandlord shall provide Subtenant with, and Subtenant shall lease
from Sublandlord, twenty-four (24) of the parking spaces allocated to
Sublandlord under the Overlease, which parking spaces shall be on an
unassigned, unreserved basis, at the fair market parking rates as established
by Landlord from time to time (the “Parking Fee”), which Parking Fee shall be
paid by Subtenant at the same time and in the same manner as Subtenant’s
monthly payments of Fixed Rent.









 



22.  ROOF
RIGHTS.   If Subtenant desires to
locate telecommunications equipment, an emergency generator and/or HVAC
equipment on the roof of the Building (collectively “Roof Rights”), Subtenant
shall notify Sublandlord in writing thereof and Sublandlord shall cooperate
with Subtenant and use commercially reasonable efforts to obtain same from
Landlord on Subtenant’s behalf, at Subtenant’s expense.  Subtenant shall be responsible for any and
all Additional Rent charged by Landlord applicable to any Roof Rights.  Any Roof Rights shall be subject to Subtenant
securing of all necessary permits and approvals and the terms of the Overlease.   Notwithstanding the foregoing, the securing
of such Roof Rights by Sublandlord shall not be a condition to the
effectiveness of this Sublease.


23. LOADING DOCK.  Subtenant
shall have the non-exclusive right to utilize the loading dock and freight
elevator as Sublandlord on the same terms and conditions as set forth in Article
7(B) of the Overlease.


24. SIGNAGE.  Subtenant
shall have the right, at Subtenant’s expense, to install (i) Subtenant’s
identification signage, including its name and logo, in the second floor
elevator lobby, and (ii) building standard signage in the first floor lobby,
provided that such signage is coordinated with Landlord, consistent with other
signage in the Building and in compliance with all applicable laws.


25.  LIMITATION OF ESTATE.  Subtenant’s estate shall in all respects be
limited to, and be construed in a fashion consistent with, the estate granted
to Sublandlord by Landlord.  From and
after the Commencement Date, Subtenant shall stand in the place of Sublandlord
and shall defend, indemnify and hold Sublandlord harmless with respect to all
covenants, warranties, and obligations of Subtenant hereunder.  In the event Sublandlord is prevented from
performing any of its obligations under this Sublease by a breach by Landlord
of a term of the Overlease, then, except as otherwise expressly agreed to
herein, Sublandlord’s sole obligation in regard to its obligation under this
Sublease shall be to use reasonable efforts in diligently pursuing the
correction or cure by Landlord of Landlord’s breach under the Overlease.


26.    ENTIRE AGREEMENT.  It
is understood and acknowledged that there are no oral agreements between the
parties hereto affecting this Sublease, and this Sublease supersedes and
cancels any and all previous negotiations, arrangements, brochures, agreements
and understandings, if any, between the parties hereto or displayed by
Sublandlord to Subtenant with respect to the subject matter thereof, and none
thereof shall be used to interpret or construe this Sublease.  This Sublease and any exhibits and schedules
attached hereto contain all of the terms, covenants, conditions, warranties and
agreements of the parties relating in any manner to the rental, use and
occupancy of the Subleased Premises and shall be considered to be the only
agreements between the parties hereto and their representatives and
agents.  None of the terms, covenants,
conditions or provisions of this Sublease can be modified, deleted or added to
except in a writing signed by the parties hereto which is consented to by
Landlord.  All negotiations and oral
agreements acceptable to both parties have been merged into and are included
herein.  There are no representations or
warranties between the parties, except any express representations and 









 



agreements contained in this Sublease.


27.           NOTICE
OF SUBLEASE.  At the request of
either party, Sublandlord and Subtenant will execute and record a notice of
sublease pursuant to M.G.L. c.183, § 4.


IN WITNESS WHEREOF,
Sublandlord and Subtenant herein have duly executed this instrument on the day
and year first above written.


	
  SUBLANDLORD:

  	
  ARCHEMIX CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg
  Beloff

  	
   

  
	
   

  	
  Title:

  	
  CFO, VP,
  Secretary

  	
   

  
	
   

  	
   

  	
  Duly authorized

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBTENANT:

  	
  MOMENTA PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard P.
  Shea

  
	
   

  	
  Richard P. Shea, its Chief Financial Officer and

  Treasurer, duly authorized

  
					



 









 



 


EXHIBIT A


OVERLEASE


Note: Momenta Pharmaceuticals, Inc. is not a
party to this Exhibit A. Pursuant to Item 601 of Regulation S-K, such
exhibit is not being filed herewith.









 



 


EXHIBIT B


SUBLEASED PREMISES












 



EXHIBIT C


300 Third
Street – Subtenant’s Work


Work Letter for Subtenant Work


I.              PLANS, WORKING DRAWINGS AND
SPECIFICATIONS


A.            Sublandlord hereby approves the selection of Subtenant’s
registered professional architect, Olson Lewis Dioli & Doktor (“Subtenant’s
Architect”) to prepare the documents described herein, at Subtenant’s
expense.  Subtenant shall require
Subtenant’s Architect to conditionally grant full rights for Sublandlord’s use
of such documents in the event of a Subtenant default under the Sublease.   In connection therewith, all mechanical,
electrical, plumbing and fire protection engineering and all structural engineering (if any) shall be performed at
Subtenant’s sole expense, by a competent and qualified engineer reasonably
acceptable to Sublandlord and Landlord. (“Subtenant’s Engineering Consultants”).  Subtenant’s Architect shall coordinate all
work by Subtenant’s Engineering Consultants such that the Plans and the Working
Drawings (both defined below) are a seamless set of design and construction
documents issued by Subtenant’s Architect. 
Subtenant shall have the right to substitute another competent and
qualified professional architect for the above-reference architect, which such
substitute architect shall be reasonably acceptable to Sublandlord and Landlord,
and following such substitution, the substitute architect shall be “Subtenant’s
Architect”.


B.            No later than October 31, 2006,
Subtenant shall endeavor to submit to Sublandlord and Landlord its plans (the “Plans”),
substantially complete in all respects for the Subleased Premises consisting of
one (1) set of reproducibles and two (2) sets of prints illustrating the work
proposed to be done by Subtenant (as approved by Sublandlord, the “Subtenant’s
Work”).   The Plans shall include, but
not be limited to:


1       Partition
layout and door locations,


2.      Power and telephone outlet plans,


3.      Preliminary
furniture and equipment layouts,


4.      Finishes
schedule,


5.      Reflected
ceiling plan including the location of the ceiling grid, light fixtures, HVAC
supply diffusers and return air grilles, sprinkler heads, smoke and fire
detectors, exit signs, speakers and all other items as needed for proper
engineering of the Subleased Premises,


6.      Wall
elevations, sections and details including direct entrances from public areas
into the Subleased Premises,


7.      Subtenant’s
complete electrical, HVAC, mechanical and plumbing design criteria including
single-line drawings as appropriate, locations of special HVAC and electrical
apparatus, a preliminary electrical load summary,  special heating, ventilating and air
conditioning equipment as needed, concentrated file and / or library structural
loads and any other equipment or systems which may require modification of the
structural, mechanical, fire protection, plumbing, electrical or life safety
components of the building,


8.      Specific
identification of work items and equipment which require long-lead delivery
times in order to achieve completion of Subtenant’s Work without delay.


The Plans shall be fully
coordinated with Exhibit B to the Overlease, and shall comply with all
applicable governmental laws, ordinances, building codes, orders, regulations
and restrictions and property insurance requirements.









 



 


C.         Sublandlord and Landlord shall review same for compatibility
with Base Building systems or as otherwise provided in Exhibit B to the
Overlease, and provide to Subtenant a letter of comments.    If either Sublandlord or Landlord observes
discrepancies with such, Sublandlord shall so notify Subtenant who shall
promptly correct the Plans to bring same into compliance and resubmit to
Sublandlord and Landlord for review. 
Upon receiving approval from the Sublandlord and Landlord the Subtenant
will be allowed to use the Plans to apply for the building permit (but
Sublandlord makes no representation that said building permit may be issued on
this basis).


D.         Based upon and not later than 30 days following Sublandlord’s
and Landlord’s initial response to Subtenant’s Plans submission, Subtenant
shall endeavor to prepare and submit to Sublandlord the architectural, HVAC,
mechanical, electrical, plumbing and all other construction drawings and
specifications (the “Working Drawings”) necessary to perform all of Subtenant’s
Work.


E.         Sublandlord and Landlord shall review same for substantial
consistency with the approved Plans and shall, in writing, approve portions of
the Working Drawings which reasonably conform to the Plans and disapprove those
portions which do not so conform, specifying the reasons for such disapproval.   Subtenant shall, at its sole expense,
promptly correct the Working Drawings to conform to the approved Plans and
resubmit to Sublandlord and Landlord for review and approval.  Following Subtenant’s resubmission of the
Working Drawings to Sublandlord and Landlord, Sublandlord shall notify
Subtenant in writing that either, (a) Landlord and Sublandlord approves the
Working Drawings, as revised, or (b) Sublandlord and/or Landlord disapproves
the Working Drawings, with reasons for such disapproval.  Such process shall continue until Sublandlord
and Landlord approve Subtenant’s Working Drawings.


F.      
On or before the date which is twenty (20) days prior to Subtenant’s
commencement of Subtenant’s Work, Subtenant shall prepare and submit to Sublandlord
and Landlord, for each of Sublandlord’s and Landlord’s review and approval:


1.          An itemized statement of Subtenant’s
estimate of the Total Cost of Subtenant’s Work, as defined in Section III (A)
of this Exhibit C, to prepare the Subleased Premises in accordance with the
approved Working Drawings along with any costs needed to modify the Base
Building to accommodate Subtenant’s Work (the “Cost Proposal”).  Subtenant’s Cost Proposal shall specifically
break-out and itemize the costs attributable to Subtenant’s Work under Section
II(B) hereof,


2.         A copy of a building permit issued by the
City of Cambridge for Subtenant’s Work proposed to be performed,


3.       
The names, and addresses for all contractors which Subtenant proposes to
utilize to perform Subtenant’s Work; Subtenant has, with the approval of
Sublandlord, designated the Richmond Group, Inc., as its general contractor,
provided, that, Subtenant shall have the right to substitute another competent
and qualified general contractor reasonably acceptable to Sublandlord and
Landlord for the above-reference general contractor.  Sublandlord shall not assess any construction
management or review fee in connection with Subtenant’s Work, provided,
however, that any construction management or review fee charged by Landlord in
connection with Subtenant’s Work shall be deducted from the Subtenant
Allowance.


4.       
Certificates, issued by insurance companies licensed to do business in
Massachusetts, evidencing that worker’s compensation, public liability and
builder’s risk property insurance policies are in force and will be maintained
by all contractors proposed by Subtenant to perform Subtenant’s Work, with
Sublandlord and Landlord named as an additional insureds,


5.       
If any penetrations of the roof, or of the exterior skin of the building, is
required to complete the Work, evidence of contractors’ qualifications to
perform such work with, in each instance, written certification by Subtenant’s
contractor or architect, acceptable to Sublandlord and Landlord, that the
watertight integrity of the Building will not be compromised upon completion,


6.       
A proposed preliminary schedule for the proposed Subtenant’s Work,


 









 



 


7.       
Copies of Subtenant’s construction agreements with its contractors for
Subtenant’s Work, and


8.       
Five (5) sets of the Working Drawings.


G.      
In the event that any specific item or any other submittal made pursuant to
paragraph I(F) above other than the Cost Proposal under I(F)(1) above, is
unsatisfactory to Sublandlord or Landlord because it is not in compliance with
this Exhibit C or the requirements of this Sublease or the Overlease,
Sublandlord shall provide Subtenant with written notification of same.   Subtenant shall negotiate in good faith with
parties responsible for such unsatisfactory portions of the submittal and,
failing resolution of the matters in question, shall submit revised submissions
for Sublandlord’s and Landlord’s review.  
Both Subtenant and Sublandlord shall use diligent efforts to complete
this review procedure within twenty (20) business days following Subtenant’s
submissions to Sublandlord and Landlord.


H.     
Approval by Sublandlord and Landlord of the Plans, the Working Drawings or the
Cost Proposal shall not be deemed to mean approval of structural capacity, size
of ducts and piping, adequacy of electrical wiring, system equipment capacities
or any other technical matter relating to Subtenant’s Work.   Such approvals shall not relieve Subtenant
of responsibility for proper design and construction of Subtenant’s Work in
compliance with all applicable governmental laws, ordinances, building codes,
orders, regulations and restrictions and insurance underwriter requirements.


I.        
Subtenant shall, at its sole expense, but subject to reimbursement from the
Subtenant Allowance (defined below), retain the services of Subtenant’s
Architect and Subtenant’s Engineering Consultants to monitor Subtenant’s Work
pursuant to Attachment I hereto.


II.         SUBTENANT’S WORK AND CHANGES IN SUBTENANT’S WORK


A.      Subtenant’s Work.  Subtenant shall be fully responsible for all
matters that must be accomplished to substantially complete Subtenant’s Work in
accordance with this Exhibit C including, without limitation, filing
plans and other pertinent documentation with the proper governmental
authorities; obtaining all necessary building permits and occupancy
certificates; promptly removing,  any
mechanics, materialmen and like liens; supervising all details of Subtenant’s
Work; expending funds for overtime labor as needed; paying contractors and
subcontractors; maintaining harmonious labor relations between Subtenant
contractor’s work trades and those employed by Sublandlord’s contractors and
any separate contractors; promptly removing, repairing and /or restoring
damaged, lost or destroyed work; removing Subtenant’s contractors’ debris from
the building; payment of Subtenant’s Architect and Subtenant’s Engineering
Consultants fees, insurance costs, legal and brokerage fees, if any, costs of
utilities consumed during the Work, filing and permit fees and the like.


B.            Changes to Subtenant’s Work.    Subtenant may, at Subtenant’s sole
responsibility for all costs associated therewith, by written notification to
Sublandlord and Landlord, request changes to the approved Plans or to the
approved Working Drawings or to Subtenant’s Work already installed (the “Change
Proposal”).   Such notification shall be
accompanied by a summary of the additional costs, or savings, involved with the
proposed change, an estimate of the period of time by which the date of
substantial completion of Subtenant’s Work will be affected by the change with
a new Cost Proposal.  Sublandlord’s and
Landlord’s review and approval of each such Change Proposal shall be conducted
pursuant to paragraphs I (G) and I (H).


III.           TOTAL COST AND PAYMENTS


 









 



 


A.    The term “Total Cost”, as used in this Exhibit
C, shall mean the sum of all costs included in Subtenant’s Cost Proposal
reviewed by Sublandlord and Landlord pursuant to Section I, plus any additional
costs due to Change Proposals approved by Sublandlord and Landlord pursuant to
paragraph II (B) plus any additional out-of-pocket costs actually incurred by
Subtenant to design and construct Subtenant’s Work including, without
limitation:


1.                all hard and soft
costs of Subtenant’s construction, including the cost of labor and materials
and all design, architectural and engineering costs, including Subtenant’s
Engineering Consultants, the cost of all necessary governmental approvals;


2.               permits and fees as
required by governmental authorities having jurisdiction over Subtenant’s Work,


3.               insurance premiums
for liability, worker compensation and property damage coverages, architects
and engineers fees as required to prepare the Plans and the Working Drawings
and monitor the Subtenant’s Work, including tasks listed in paragraph I,


4.               expenses of
on-site, and off-site, material inspections and tests.


B.         
Sublandlord shall provide Subtenant with an allowance of up to one hundred
thirty dollars ($130.00) per square foot (up to Two Million Nine Hundred Seven
Thousand Three Hundred Twenty Dollars ($2,907,320.00)) of rentable area of the
Subleased Premises (“Subtenant Allowance”) toward the Total Cost of Subtenant’s
Work.


C.        
Periodically, but not more often than monthly, Subtenant shall prepare and
submit to Sublandlord and Landlord, certified by Subtenant’s Architect, a cost
summary of all costs incurred by Subtenant during the preceding month to
prepare the Subleased Premises for occupancy pursuant to the approved Working
Drawings, along with a current reconciliation of Subtenant’s Total Cost as
outlined in paragraph III (A) and the Subtenant Allowance, as outlined in
paragraph III (B), a summary of monies spent to-date and previous payments made,
copies of all contractor payment applications, invoices and the like received
by Subtenant, retainage amounts withheld, lien waivers from all contractors
providing labor, materials or services for Subtenant’s Work and any further
cost backup information as Sublandlord or Landlord may request.  Within sixty (60) days following Subtenant’s
full compliance with its obligations set forth in this paragraph III (C),
Sublandlord shall pay to Subtenant, or, at Sublandlord’s election, to the
relevant contractor(s) if Subtenant shall not have already paid the same:  (i) the amount requested by Subtenant in such
summary of costs, provided that the aggregate amount requested is not less than
$50,000.00 (except with regard to the final advance), and provided that the
final advance shall be subject to Subtenant’s compliance with all of the
provisions of paragraph III (D) below. 
Upon completion of Subtenant’s Work, if Subtenant’s Total Costs are less
than the Subtenant Allowance, any unused Subtenant Allowance shall not be
available for use by Tenant as a rent credit, and shall be automatically
forfeited as to any amount of such allowance not properly requested by Tenant
in accordance with the terms and conditions set forth herein.   Subtenant shall be solely responsible for
any amount of Subtenant’s Total Costs which exceeds the Subtenant Allowance.


D.            Upon completion of Subtenant’s Work,
Subtenant shall provide to each of Sublandlord and Landlord the following:


1.                                       a
certificate of Subtenant’s Architect that Subtenant’s Work has been
substantially completed in accordance with the Working Drawings approved by
Sublandlord and Landlord;


2.                                       evidence
reasonably satisfactory to Sublandlord, including without limitation, final
lien waivers, that all labor and materials included in Subtenant’s Work have
been paid in full;


3.             a certificate of occupancy issued
by the City of Cambridge with respect to the Subleased Premises or such other
approval permitting Subtenant to occupy the Subleased Premises;


4.             such other documentation, if any,
as may be reasonably required by Sublandlord or as may be required by Landlord;
and


5.             a Notice of Substantial Completion,
prepared by Subtenant pursuant to Massachusetts General Laws, chapter 254,
and recorded by Subtenant’s Contractor at Middlesex South Registry.


IV.               
SUBTENANT’S AND SUBLANDLORD’S REPRESENTATIVES


 









 



 


A.                                   Subtenant
and Sublandlord each hereby designate a sole construction representative with
respect to matters set forth in this Exhibit C Work Letter for Subtenant’s Work
and such person shall have full authority and responsibility to act on behalf
of Subtenant and / or Sublandlord as required herein.


Subtenant’s
Construction Representative:     Richard
P. Shea or any replacement designated in writing by Subtenant.


Sublandlord’s
Construction Representative:    Pat Marolda or any replacement designated in
writing by Sublandlord


V.            Sublandlord agrees that with respect
to any approval or consent of Sublandlord under this Exhibit C, Sublandlord
will not unreasonably withhold, condition or delay such approval or consent.


Attachment 1:       Monitoring of Subtenant’s Work









 



 


Attachment 1 to
Exhibit C Work Letter for Subtenant Fit Up


Monitoring
of Subtenant’s Work


1.             Subtenant’s Architect and Subtenant’s
Engineering Consultants responsible for preparing the Working Drawings shall
monitor, by regular visits to the building, the progress of the Subtenant’s
Work to ensure conformance to the Working Drawings.   A report of each such visit including a
listing of all items of unacceptable work observed during such visits, along
with copies of all correspondence between Subtenant and Subtenant’s Architect
and Subtenant’s Engineering Consultants, shall be submitted to Subtenant’s
contractors and to Subtenant, and to Sublandlord’s Representatives and to Landlord.


2.             The appropriate Subtenant’s
Architect and/or Subtenant’s Engineering Consultant shall review all contractor
shop drawings and submittals pertaining to Subtenant’s Work and require
Subtenant’s contractors resubmit same until an approved set is obtained.


3.             The appropriate Subtenant’s
Architect and/or Subtenant’s Engineering Consultant shall prepare any
clarifying drawings and supplementary information as may be needed to explain
the intent of the Working Drawings to Subtenant contractors.


4.             The appropriate Subtenant’s
Architect and/or Subtenant’s Engineering Consultant shall review and certify
the Subtenant’s contractors’ monthly applications for payment.


5.             Subtenant’s Architect shall certify
as to the Date of Substantial Completion of Subtenant’s Work. Within ten (10)
business days thereafter, the appropriate Subtenant’s Architect and/or
Subtenant’s Engineering Consultant shall prepare, and issue, a comprehensive
listing of incomplete and unacceptable items of work (the so-called “punch list”)
for approval by Subtenant, Sublandlord and Landlord.  After approval by Subtenant, Sublandlord and
Landlord, the appropriate Architect or Engineer shall monitor punch list items
until completion which will occur no later than thirty (30) days following Substantial
Completion of Subtenant’s Work, or within a reasonable time thereafter if such
punchlist items cannot reasonably be completed within such thirty (30) day
period.


6.             Following completion of all items
contained with the so-called punch list, Subtenant’s Architect shall certify as
to the Date of Final Completion of the Subtenant’s Work and issue its Final
Certificate For Payment to Subtenant’s contractors.


7.             Subtenant’s
Architect shall monitor Contractor’s completion of as-built drawings for the
Subtenant’s Work and deliver a reproducible set of same to Subtenant and to
Sublandlord with Architect’s Final Certificate for Payment.