Exhibit 10.41
SECOND AMENDMENT TO LEASE
This SECOND AMENDMENT TO LEASE (this "Amendment") is made as of the 4th day of
November, 2005, (the "Effective Date") by and between MASSACHUSETTS DEVELOPMENT
FINANCE AGENCY, a body politic and corporate and a public instrumentality of the
Commonwealth of Massachusetts pursuant to Massachusetts General Laws, Chapter
23G, with an address of 160 Federal Street, Boston, Massachusetts 02110
("Landlord") and AVANT IMMUNOTHERAPEUTICS, INC., a Delaware corporation, with an
address of 119 Fourth Avenue, Needham, Massachusetts ("Tenant").
R E C I T A L S
WHEREAS, Landlord and Tenant entered into a certain lease dated effective
December 22, 2003 and amended by that certain First Amendment to Lease (the
"First Amendment") dated March 17, 2005 (as so amended, collectively, the
"Lease") of certain premises consisting of approximately 11,827 rentable square
feet of space (the "Existing Premises") in the building (the "Building") located
at 151 Martine Street, Fall River, Massachusetts (the "Property") in the South
Coast Research & Technology Park (the "Park");
WHEREAS, the original premises demised by the Lease consists of 11,756 rentable
square feet in the Building and the Additional Space (as defined in the First
Amendment) demised by the First Amendment is hereby agreed to be 71 rentable
square feet.
WHEREAS, Landlord and Tenant wish to amend the Lease to (i) provide for the
addition of approximately 2,487 rentable square feet on the second (2nd) floor
in the Building as shown on the floor plan attached hereto as Exhibit A-2 (the
"Expansion Premises"); and (ii) amend certain other terms of the Lease.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby mutually acknowledged, Landlord and Tenant agree as follows:
1.
CAPITALIZED TERMS. UNLESS OTHERWISE DEFINED HEREIN, ALL
CAPITALIZED TERMS USED IN THIS AMENDMENT SHALL HAVE THE MEANINGS ASCRIBED TO
THEM IN THE LEASE, AND ALL REFERENCES IN THE LEASE TO THE "LEASE" OR "THIS
LEASE" OR "HEREIN" OR "HEREUNDER" OR SIMILAR TERMS OR TO ANY SECTION THEREOF
SHALL, AFTER THE EFFECTIVE DATE, MEAN THE LEASE, OR SUCH SECTION THEREOF, AS
AMENDED BY THIS AMENDMENT.
2.
DEMISE OF EXPANSION PREMISES. COMMENCING ON THE DATE LANDLORD
DELIVERS POSSESSION OF THE EXPANSION PREMISES TO TENANT VACANT AND FREE OF ALL
OCCUPANTS AND WITH THE LANDLORD'S EXPANSION PREMISES WORK (AS HEREINAFTER
DEFINED) SUBSTANTIALLY COMPLETE (THE "EXPANSION PREMISES COMMENCEMENT DATE"),
LANDLORD DOES HEREBY LEASE TO TENANT AND TENANT DOES LEASE FROM LANDLORD THE
EXPANSION PREMISES TO HAVE AND TO HOLD FOR THE REMAINDER OF THE LEASE TERM AS
SET FORTH IN THE LEASE. PROMPTLY FOLLOWING THE COMPLETION OF THE LANDLORD'S
EXPANSION PREMISES WORK, LANDLORD SHALL NOTIFY TENANT OF THE EXPANSION PREMISES
COMMENCEMENT DATE (WHICH DATE SHALL BE NO EARLIER THAN FIVE (5) DAYS AFTER
LANDLORD'S NOTICE TO TENANT) AND, UNLESS TENANT IN GOOD FAITH DISPUTES THE SAME,
LANDLORD AND TENANT WILL, WITHIN FIVE (5) BUSINESS DAYS AFTER LANDLORD'S NOTICE,
WILL EXECUTE A COMMENCEMENT DATE LETTER IN
COMMERCIALLY REASONABLE FORM TO CONFIRM THE EXPANSION PREMISES COMMENCEMENT
DATE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED