Exhibit 10.3


 


FIRST
AMENDMENT TO SUBLEASE


 


THIS FIRST AMENDMENT TO
SUBLEASE (“Amendment”) is entered into as of this
7th day of September, 2005 by and between Vertex Pharmaceuticals Incorporated (“Sublandlord”) and Momenta
Pharmaceuticals, Inc. (“Subtenant”).


 


R E C I T A L S


 


A. Sublandlord and Subtenant entered into a
sublease, dated as of September 14, 2004 (“Sublease”) in which Sublandlord subleased to Subtenant that
certain real property on the fourth floor and the first floor (“Premises”) of the building located at
675 West Kendall Street, Cambridge, Massachusetts (“Building”); and


 


B.  The Sublease provided in Section 1(b) for
the use of approximately 20,000 rentable square feet located on the third floor
of the Building and defined in the Sublease as the “Temporary Premises” from
the Commencement Date until three (3) business days after the delivery of
the Sublease Premises to Subtenant with the Subtenant Improvements having been
Substantially Completed at which time Subtenant was to vacate the Temporary
Premises in accordance with the terms of the Sublease;  and


 


C.  Sublandlord has so delivered the Sublease
Premises to Subtenant, but Subtenant desires to continue on a temporary basis
to occupy the Temporary Premises as well as the Sublease Premises and
Sublandlord has agreed to permit such occupancy by extending the period of such
occupancy by Subtenant of the Temporary Premises on the terms and conditions
set forth herein.


 


NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Sublandlord and
Subtenant, for themselves and their respective successors and assigns, covenant
and agree as follows:


 


1.                                       Extension
of Temporary Premises Demise. 
The date on which Subtenant is obligated to vacate the Temporary
Premises pursuant to Section 1(b) of the Sublease is changed from
three (3) business days after delivery of the Sublease Premises to
Subtenant to October 31, 2005 (the “Temporary Premises Expiration Date”).  The first sentence of Section 1(c) is
amended to add in the second line after the words “Sublease Premises” and
before the word “only”:  “(and the
Temporary Premises pursuant to Section 1(b) of this Sublease)”.


 


2.                                       Payment
of Temporary Premises Fixed Rent.  Subsection (i) of Schedule 1, “Rent,”
is amended to provide that Subtenant shall continue to pay Temporary Premises
Fixed Rent through the Temporary Premises Expiration Date.


 


3.                                       Subtenant’s
Share.  The premises
subleased to Subtenant, for the purpose of determining Subtenant’s Share, as
defined in the Defined Terms of the Sublease, shall include the Temporary
Premises through the Temporary Premises Expiration Date, meaning that Subtenant’s
Share shall be determined during such time period by including the Rentable
Square Footage of the Temporary Premises and the Rentable Square Footage of the
Subtenant’s Premises (subject to remeasurement pursuant to Section 1(l) of
the Sublease) (Subtenant’s Share


 





















 


during such period (subject to remeasurement)
therefore equaling Twenty Two and 36/100 percent (22.36%)).


 


4.                                       Holding
Over.  In the event
Subtenant remains in the Temporary Premises after the Temporary Premises
Expiration Date, in addition to all rights and remedies available to
Sublandlord at law and in equity, such continued occupancy shall constitute
holding over of the Temporary Premises and shall be governed by Section 1(h) of
the Sublease with respect to the Temporary Premises only (but not the Sublease
Premises).


 


5.                                       Definitions. Unless otherwise set
forth in this Amendment, all capitalized terms shall have the same meaning as
set forth in the Sublease.


 


6.                                       Effective
Date.
This Amendment shall take effect as of the date on which Master Landlord
consents in writing to this Amendment (“Effective Date”).


 


7.                                       Ratification.  The Sublease, as amended hereby, is hereby
ratified, confirmed and deemed in full force and effect in accordance with its
terms.  Each party represents to the
other that such party (a) is currently unaware of any default by the other
party under the Sublease; and (b) has full power and authority to execute
and deliver this Amendment and this Amendment represents a valid and binding
obligation of such party enforceable in accordance with its terms.


 


8.                                       Multiple
Counterparts.  This Amendment may be executed in multiple
counterparts, each of which when so executed and delivered shall be deemed to
be originals and together shall constitute but one and the same instrument.


 


9.                                       No
Offer.  Submission of this instrument for examination
and signature by Subtenant does not constitute an offer to lease or a
reservation of or option for lease, and this instrument is not effective as a
sublease amendment or otherwise until executed and delivered by both
Sublandlord and Subtenant and consented to by Master Landlord.


 


10.                                 Commencement Date.  Sublandlord and Subtenant agree that the
Commencement Date of the Sublease was September 14, 2004 and that the
Sublease Premises Rent Commencement Date has occurred.


 


11.                                 Master Landlord Consent.  BMR-675 West Kendall Street LLC, a Delaware
limited liability company, as a successor to Kendall Square, LLC is the Master
Landlord as defined in the Sublease under the Master Lease, also defined in the
Sublease.  Following the parties’
execution of this Amendment, Sublandlord shall promptly submit this Amendment to
the Master Landlord for its consent.  The
effectiveness of this Amendment is conditioned on the consent to this Amendment
by Master Landlord as indicated by its execution of this Amendment in the space
provided below (or the execution of another consent form reasonably
satisfactory to Sublandlord and Subtenant). 
In the event Master Landlord affirmatively denies consent prior to October 31,
2005, Subtenant shall not be responsible for hold over rent with respect to the
Temporary Premises for the time period from the Commencement Date through four (4) days
following such denial, but continued occupancy thereafter shall constitute hold
over with respect to the Temporary Premises only (but not the Sublease
Premises).


 





















 


IN WITNESS WHEREOF, the
parties hereto have executed this instrument under seal as of the day and year
first above written.


 


	
   

  	
  SUBLANDLORD:

  
	
   

  	
   

  
	
   

  	
  VERTEX
  PHARMACEUTICALS

  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ 

  	
  Kenneth S. Boger

  	
   

  
	
   

  	
  Name:

  	
  Kenneth S. Boger

  	
   

  
	
   

  	
  Title:

  	
  Senior VP &
  General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUBTENANT:

  
	
   

  	
   

  
	
   

  	
  MOMENTA PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ 

  	
  Richard P. Shea

  	
   

  
	
   

  	
  Name:

  	
  Richard P. Shea

  	
   

  
	
   

  	
  Title:

  	
  Vice President,
  Treasurer & CFO

  	
   

  



 





















 


EXHIBIT A


 


MASTER LANDLORD CONSENT


 


The undersigned, BMR-675
West Kendall Street LLC, hereby consents to this First Amendment, subject to
the terms and conditions of that certain Consent to Sublease dated as of September 14,
2004, by and between KS Parcel A, LLC (as predecessor-in-interest to Master
Landlord), Sublandlord and Subtenant.


 


	
   

  	
  MASTER
  LANDLORD

  
	
   

  	
  BMR-675 WEST KENDALL
  STREET LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ 

  	
  Gary A. Kreitzer

  	
   

  
	
   

  	
  Name:

  	
  Gary A. Kreitzer

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President