28.3
CERTAIN RIGHTS OF LANDLORD
40
29.
PERSONAL PROPERTY TAXES
40
30.
BROKERS
40
31.
NOTICES
41
32.
MISCELLANEOUS
41
32.1
AUTHORITY
41
32.2
SUCCESSORS AND ASSIGNS
41
32.3
WAIVERS
42
32.4
WAIVER OF TRIAL BY JURY
42
3
32.5
LIMITATION OF LANDLORD'S LIABILITIES
42
32.6
TIME OF THE ESSENCE
42
32.7
SEVERABILITY
42
32.8
HEADINGS AND TERMS
42
32.9
LEASE NOT BINDING UNTIL EXECUTED AND DELIVERED
42
32.10
COUNTERPARTS
42
32.11
AMENDMENT AND MODIFICATION
43
32.12
GOVERNING LAW
43
32.13
CROSS-DEFAULT
43
33.
PARKING
43
34.
SIGNAGE
43
35.
RIGHT OF FIRST OFFER
43
36.
EXTENSION OPTION
44
37.
FAIR MARKET RENTAL
45
37.1
FAIR MARKET RENTAL
45
37.2
FAIR MARKET RENTAL DURING ANY EXTENSION TERM
45
37.3
ARBITRATION
45
38.
ANCILLARY SPACE
46
39.
BUILDING RULES AND REGULATIONS
47
40.
LANDLORD REPRESENTATION
48
41.
EXHIBITS AND ADDENDA
48
EXHIBIT "A" LEGAL DESCRIPTION
A-1
EXHIBIT "B" PREMISES
B-1
EXHIBIT "C" FIXED RENT
C-1
EXHIBIT "D" PROVISIONS REGARDING ADDITIONAL RENT
D-1
EXHIBIT "E" FORM OF COMMENCEMENT DATE CERTIFICATE
E-1
EXHIBIT "F" BUILDING RULES AND REGULATIONS
F-1
EXHIBIT "G" FORM OF TENANT ESTOPPEL CERTIFICATE
G-1
EXHIBIT "H" FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
H-1
EXHIBIT "I" DRAFT LETTER OF CREDIT
I-1
EXHIBIT "J" BASE BUILDING SPECIFICATIONS
J-1
EXHIBIT "K" TENANT DESIGN MANUAL
K-1
EXHIBIT "L" TENANT PLANS
L-1
EXHIBIT "M" PERMITTED HAZARDOUS MATERIALS AND PROTOCOL
M-1
EXHIBIT "N" INTENTIONALLY DELETED
N-1
EXHIBIT "O" TENANT'S CORPORATE LOGO
O-1
4
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease") is made and entered into as of this 27th day of
July 2007 by and between Intercontinental Fund III 830 Winter Street, LLC, a
Massachusetts limited liability company ("Landlord"), and ImmunoGen, Inc., a
Massachusetts corporation ("Tenant").
Intending to be legally bound, Landlord and Tenant agree as set forth below.
1.
PREMISES. Landlord hereby leases to Tenant and Tenant
hereby leases from Landlord, for the term and subject to and with the benefit of
the terms, covenants, conditions, agreements and provisions hereof, part of the
Basement, First, Second and Third Floors (the "Premises"), as shown on Exhibit
"B" attached hereto and made part of hereof, in the building (the "Building")
erected on the land located at 830 Winter Street, Waltham, Massachusetts 02451
(the "Land"), and as more particularly described in Exhibit "A" attached hereto
and made a part hereof. For purposes of this Lease, the property (the
"Property") shall mean the Land and all of the buildings now or hereafter
located thereon. Tenant shall have, as appurtenant to the Premises, the
non-exclusive right to use, and permit its invitees to use in common with
Landlord and others, the elevators, escalators, stairways, walkways, driveways
and access roads necessary for access to the Premises and the parking areas,
loading areas, trash enclosures, pedestrian sidewalks, landscaped areas,
recreation areas and other areas and facilities, if any, which are located on
the Land and designated by Landlord from time to time for the non-exclusive use
of tenants and other occupants of the Building or improvements on the Land (the