THIS SUBLEASE (Sublease) is made and entered into as of the 8th day of September, 2021 by and between AMAG Pharmaceuticals, Inc., a Delaware Corporation (Tenant), and AlloVir, Inc., a Delaware corporation (Subtenant).
WHEREAS, BP Bay Colony LLC, a Delaware limited liability company (Landlord) and Tenant are parties to that certain Indenture of Lease dated June 10, 2013, as amended by First Amendment to Lease dated March 24, 2015 (the First Amendment), the Second Amendment to Lease dated December 7, 2015 (the Second Amendment), the Third Amendment to Lease dated December 7, 2015 (the Third Amendment), the Fourth Amendment to Lease dated January 1, 2018 (the Fourth Amendment), the Fifth Amendment to Lease dated June 29, 2018 (the Fifth Amendment), the Sixth Amendment to Lease dated April 5, 2019 (the Sixth Amendment), the Seventh Amendment to Lease dated December 20, 2019 (the Seventh Amendment, and collectively, the Lease), a copy of which is attached hereto as Exhibit B and incorporated herein by reference, with respect to that approximately 69,191 square feet (the Master Premises) located at what is commonly known as 1100 Winter Street, Waltham, Massachusetts, 02451, as the same are more particularly described in the Lease; and
WHEREAS, Tenant and Subtenant desire to enter into this Sublease with respect to certain space, consisting of approximately 59,305 rentable square feet, within the Master Premises, other than a portion in the south wing of the second floor (the ROFO Space), as the same is more particularly described on Exhibit A attached hereto and incorporated herein by reference (the Premises); and
WHEREAS, Tenant and Subtenant desire to enter into the Sublease; and
NOW, THEREFORE, for and in consideration of the rents herein agreed to be paid and in consideration of the mutual covenants and agreements herein recited, Tenant hereby leases the Premises to Subtenant, and Subtenant hereby leases the Premises from Tenant on the terms set forth herein. All terms not otherwise defined herein shall have the meaning set forth in the Lease.
TO HAVE AND TO HOLD the Premises onto the Subtenant upon the following terms and conditions:
1. TERMS AND CONDITIONS OF SUBLEASE. Except as set forth herein, this Sublease is made upon, and shall be subject to, all of the terms, covenants and conditions of the Lease. Subtenant hereby covenants and agrees to perform and observe and be bound by all of the terms, covenants, acknowledgments and conditions by or on the part of Tenant under the Lease and to hold Tenant harmless from and against any liabilities under or pursuant to the Lease by reason of Subtenants failure to fully comply with any and all of such duties, covenants and obligations of Tenant under and pursuant thereto or by reason of Subtenants conduct or management of the business conducted by Subtenant. Tenant agrees, subject to the terms and conditions of the Lease, that Subtenant shall be entitled to receive all services, utilities, repairs and restorations to be provided by Landlord to Tenant under the Lease with respect to the Premises. Subtenant acknowledges that Tenant does not pursuant to this Sublease covenant or agree to do or perform any obligations of the Landlord under the Lease and agrees that any default by Landlord shall not affect this Sublease or waive or defer the performance of any of Subtenants obligations hereunder; Tenant will, however, use reasonable efforts in such circumstances to obtain performance by Landlord under the Lease. Tenant agrees, upon Subtenants reasonable request, to use reasonable efforts at Subtenants expense to (a) cause Landlord to provide the services or utilities or make the repairs or restorations described in the Lease, or (b) to obtain Landlords consent or approval wherever required by