Exhibit 10.1
LEASE AGREEMENT
CIP II/AR BRIDGEWATER HOLDINGS LLC
(LANDLORD)
TO
INSMED INCORPORATED
(TENANT)
Effective Date:
July 1, 2016
TABLE OF CONTENTS
LEASE AGREEMENT
1
1.
DEMISE
1
2.
TERM
4
3.
RENT
7
4.
USE OF PREMISES
9
5.
COMMON EXPENSE RENT AND REAL PROPERTY TAXES
9
6.
BUILDING SERVICES AND UTILITIES
14
7.
MAINTENANCE AND REPAIRS
15
8.
INSURANCE AND INDEMNIFICATION
16
9.
LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS
19
10.
CONDEMNATION
19
11.
QUIET ENJOYMENT
20
12.
DAMAGE OR DESTRUCTION
20
13.
SUBORDINATION
22
14.
SURRENDER OF PREMISES
22
15.
DEFAULT BY TENANT
23
16.
TENANT'S PROPERTY
24
17.
HOLDING OVER
24
18.
SECURITY DEPOSIT
24
19.
FORCE MAJEURE
27
20.
INTENTIONALLY DELETED
28
21.
ESTOPPEL CERTIFICATES
28
22.
ALTERATIONS OR IMPROVEMENTS BY TENANT
28
23.
ACCESS TO PREMISES
30
24.
PARKING
30
25.
PARTIAL INVALIDITY
30
26.
LEASE BINDING UPON ASSIGNEES
31
27.
LIMITATION OF LANDLORD'S LIABILITY
31
i
28.
WAIVER
31
29.
ASSIGNMENT AND SUBLETTING
31
30.
ENTIRE AGREEMENT AND MODIFICATIONS
37
31.
BROKER'S COMMISSION
37
32.
NOTICES
37
33.
RECORDING
38
34.
PERSON
38
35.
HEADINGS AND INTERPRETATION
38
36.
MISCELLANEOUS, COUNTERPARTS
38
37.
SURVIVAL OF TENANT'S OBLIGATIONS
38
38.
COMPLIANCE WITH LAWS AND RULES AND REGULATIONS
38
39.
ATTORNEYS' FEES AND COSTS
43
40.
WAIVER OF TRIAL BY JURY
43
41.
INTENTIONALLY DELETED
43
42.
SIGNAGE
43
43.
INITIAL TENANT IMPROVEMENTS
44
44.
CHANGES TO PROJECT; EASEMENTS
44
45.
ROOF RIGHTS
44
46.
FOOD SERVICE AND FITNESS CENTER
44
47.
CONDOMINIUM
46
48.
FINANCIAL STATEMENTS
46
49.
EXHIBITS
49
ii
EXHIBITS
EXHIBIT A
LAND
EXHIBIT B
EXCLUSION AREA
EXHIBIT C
PREMISES
EXHIBIT D
INTENIONALLY DELETED
EXHIBIT E
RETAINED FFE
EXHIBIT F
BILL OF SALE
EXHIBIT G
COMMENCEMENT DATE AGREEMENT
EXHIBIT H
REAL PROPERTY TAX CALCULATION
METHODOLOGY
EXHIBIT I
INTENIONALLY DELETED
EXHIBIT J
RULES AND REGULTIONS
EXHIBIT K
INSMED PROTOCOLS
EXHIBIT L
HAZARDOUS MATERIALS LIST
EXHIBIT M
WORK LETTER
EXHIBIT N
BUILDING C & BUILDING CC
EXHIBIT O
PROHIBITED USES
iii
LEASE AGREEMENT
THIS LEASE, made and entered into this 1st day of July, 2016, (the "Effective
Date") by and between CIP II/AR BRIDGEWATER HOLDINGS LLC, a Delaware limited
liability company, having an office at c/o Advance Realty Development, 1041 U.S.
Highway 202/206, Bridgewater, NJ 08807 (the "Landlord"), and INSMED
INCORPORATED, a Virginia corporation, having an office at 10 Finderne Avenue,
Building 10, Bridgewater, NJ 08807, Attn: SVP HR & Corporate Services, (the
"Tenant").
Background
A.
Landlord is the owner in fee simple of a certain tract of land
more particularly described on Exhibit "A" attached hereto (the "Land") situated
in the Township of Bridgewater, County of Somerset and State of New Jersey,
which is designated on the official tax map for the Township of Bridgewater as
Block 483, Lots 17, 18 and 19 (the "Tax Lots").
B.
The Land (excluding the land and buildings shown within the
Exclusion Area as shown on Exhibit "B") is improved with various multi-story
buildings dedicated to various uses, including research and development, general