Second Amendment to Lease Agreement, dated April 6, 2021, by and between Blueprint Medicines Corporation and BRE-BMR 38 SIDNEY LLC
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 6th day of April, 2021, by and between BRE-BMR 38 SIDNEY LLC, a Delaware limited liability company (“Landlord”) (as successor in interest to Thirty-Eight Sidney Street LLC, which was successor-in-interest to Thirty-Eight Sidney Street Limited Partnership), and BLUEPRINT MEDICINES CORPORATION, a Delaware corporation (“Tenant”).
NOW, THEREFORE, Landlord and Tenant, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, agree as follows:
|(a)||The first sentence of the first paragraph of Section 2.6 of the Existing Lease is hereby deleted in its entirety and replaced with the following: “Provided that there has been no Event of Default which is uncured and continuing on the part of the Tenant, the Tenant shall have the right to extend the Term hereof for one (1) period of five (5) years (the “Extension Term”) on the|
|following terms and conditions:”|
|(b)||The first sentence of clause (a) of Section 2.6 is hereby amended by deleting “at least twelve (12) months prior” and replacing it with “at least ten (10) months prior.”|
Blueprint Medicines Corporation
45 Sidney Street
Cambridge, MA 02139
Attn: Legal Department
With a copy to:
Blueprint Medicines Corporation
45 Sidney Street
Cambridge, MA 02139
Attn: Michael Landsittel, Chief Financial Officer
Landlord confirms that, notwithstanding anything in the Lease to the contrary, notices delivered to Landlord pursuant to the Lease should be sent to:
BRE-BMR 38 Sidney LLC
4570 Executive Drive, Suite 400
San Diego, CA 92121
Attn: Legal Review
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as a sealed Massachusetts instrument as of the date and year first above written.
BRE-BMR 38 SIDNEY LLC,
a Delaware limited liability company
Title:Vice President, East Coast and U.K. Markets
BLUEPRINT MEDICINES CORPORATION,
a Delaware corporation
By:/s/ Michael Landsittel
Title:Chief Financial Officer
1.1 Tenant shall, at its own cost and expense, procure and maintain during the Term the following insurance for the benefit of Tenant and Landlord (as their interests may appear) with insurers financially acceptable and lawfully authorized to do business in the state where the Premises are located:
(a) Commercial General Liability insurance on an occurrence coverage form, with coverages including but not limited to bodily injury (including death), property damage (including loss of use resulting therefrom), premises/operations, personal & advertising injury, and contractual liability with limits of liability of not less than $5,000,000 for bodily injury and property damage per occurrence, $5,000,000 general aggregate, which limits may be met by use of excess and/or umbrella liability insurance; provided that such coverage is at least as broad as the primary coverages required herein.
(b) Commercial Automobile Liability insurance covering liability arising from the use or operation of any auto on behalf of Tenant or invited by Tenant (including those hired, rented, leased, borrowed or non-owned). Coverage shall be on an occurrence coverage form in an amount not less than $1,000,000 combined single limit per accident for bodily injury and property damage. Such coverage shall apply to all vehicles and persons, whether accessing the property with active or passive consent.
(c) Commercial Property insurance covering property damage to the full replacement cost value and business interruption. Covered property shall include all tenant improvements in the Premises and Tenant’s property including personal property, furniture, fixtures, machinery, equipment, stock, inventory and improvements and betterments, which may be owned by Tenant or Landlord and required to be insured hereunder, or which may be leased, rented, borrowed or in the care custody or control of Tenant, or Tenant’s agents, employees or subcontractors. Such insurance, with respect only to all tenant improvements, alterations or other work performed on the Premises by Tenant (collectively, “Tenant Work”), shall name Landlord and Landlord’s current and future mortgagees as loss payees as their interests may appear. Such insurance shall be written on an “all risk” of physical loss or damage basis including the perils of fire, extended coverage, electrical injury, mechanical breakdown, windstorm, vandalism, malicious mischief, sprinkler leakage, back-up of sewers or drains, terrorism and such other risks Landlord may from time to time designate, for the full replacement cost value of the covered items with an agreed amount with no co- insurance. Business interruption coverage shall have limits sufficient to cover Tenant’s lost profits and necessary continuing expenses, including rents due Landlord under the Lease. The minimum period of indemnity for business interruption coverage shall be twelve (12) months.
(d) Workers’ Compensation in compliance with all applicable laws or as may be available on a voluntary basis. Employer’s Liability must be at least in the amount of
$1,000,000 for bodily injury by accident for each employee, $1,000,000 for bodily injury by disease for each employee, and $1,000,000 bodily injury by disease for policy limit.
(e) Pollution Legal Liability insurance is required if Tenant stores, handles, generates or treats Hazardous Materials, as determined solely by Landlord, on or about the Premises. Such coverage shall include bodily injury, sickness, disease, death or mental anguish or shock sustained by any person; property damage including physical injury to or destruction of tangible property including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been physically injured or destroyed; and defense costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensatory damages. Coverage shall apply to both sudden and non-sudden pollution conditions including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any watercourse or body of water. Claims-made coverage is permitted, provided the policy retroactive date is continuously maintained prior to the commencement date of this agreement, and coverage is continuously maintained during all periods in which Tenant occupies the Premises. Coverage shall be maintained with limits of not less than $2,000,000 per incident with a $4,000,000 policy aggregate and for a period of two (2) years thereafter.
(f)During all construction by Tenant at the Premises, with respect to tenant improvements being constructed and any alterations, insurance required in Exhibit A-1 of this Amendment must be in place.
1.2. The insurance required of Tenant by this Exhibit shall be with companies at all times having a current rating of not less than A- and financial category rating of at least Class VII in “A.M. Best’s Insurance Guide” current edition. Tenant shall obtain for Landlord from the insurance companies/broker or cause the insurance companies/broker to furnish certificates of insurance evidencing all coverages required herein to Landlord. Landlord reserves the right to require complete, certified copies of all required insurance policies including any endorsements. No such policy shall be cancelable or subject to reduction of coverage or other modification or cancellation except after thirty (30) days’ prior written notice to Landlord from Tenant or its insurers (except in the event of non-payment of premium, in which case ten (10) days’ written notice shall be given). All such policies shall be written as primary policies, not contributing with and not in excess of the coverage that Landlord may carry. Tenant’s required policies shall contain severability of interests clauses stating that, except with respect to limits of insurance, coverage shall apply separately to each insured or additional insured. Tenant shall, on the date of expiration of such policies, furnish Landlord with renewal certificates of insurance or binders. Tenant agrees that if Tenant does not take out and maintain such insurance, Landlord may (but shall not be required to) procure such insurance on Tenant’s behalf and at its cost to be paid by Tenant as Additional Rent. Commercial General Liability, Commercial Automobile Liability, and Umbrella Liability insurance as required above shall name the Landlord, BioMed Realty, L.P., Massachusetts Institute of Technology, and their respective officers, employees, directors, representatives, agents, general partners, members, subsidiaries, affiliates, ground lessors, lenders, mortgagees and beneficiaries (collectively with Landlord, the “Landlord Parties”) as additional insureds as respects liability
arising from work or operations performed by or on behalf of Tenant, Tenant’s use or occupancy of Premises, and ownership, maintenance or use of vehicles by or on behalf of Tenant. Tenant must disclose any self-insurance, including self- insurance retentions, to Landlord in writing in advance, which shall be subject to Landlord’s prior written approval in its sole discretion. If Tenant self-insures with Landlord’s prior written approval, Tenant is itself acting as though it were providing the insurance required under the provisions of this Lease, and Tenant shall pay those amounts due in lieu of insurance proceeds that would have been covered and payable if the insurance policies had been carried for such self-insured coverages, which amounts shall be treated as insurance proceeds for all purposes under this Lease.
1.3. In each instance where insurance is to name the Landlord Parties as additional insureds, Tenant shall, upon Landlord’s written request, also designate and furnish certificates evidencing the Landlord Parties as additional insureds to (a) any ground lessor, lender, mortgagee, or beneficiary of Landlord holding a security interest in the Building or the Property, (b) the landlord under any lease whereunder Landlord is a tenant of the real property upon which the Building is located if the interest of Landlord is or shall become that of a tenant under a ground lease rather than that of a fee owner and (c) any management company retained by Landlord to manage the Building or Property.
1.4. Tenant assumes the risk of damage to any fixtures, goods, inventory, merchandise, equipment and leasehold improvements, and Landlord shall not be liable for injury to Tenant’s business or any loss of income therefrom, relative to such damage, all as more particularly set forth within the Lease. Tenant shall, at Tenant’s sole cost and expense, carry such insurance as Tenant desires for Tenant’s protection with respect to personal property of Tenant or business interruption.
1.5. [Removed and reserved.]
1.6. Landlord may require insurance policy limits required under this Lease to be raised to conform with requirements of Landlord’s Lender or to bring coverage limits to levels then being required of new tenants within the Property, and Tenant shall have thirty (30) days after notice thereof from Landlord to raise such limits.
1.7. In addition to other insurance required by this Lease to be carried by Tenant, if Tenant sells, merchandises, transfers, gives away or exchanges alcoholic beverages in, upon or from any part of the Premises, then Tenant shall, at Tenant’s sole cost and expense, purchase and maintain in full force and effect during the Term host liquor liability insurance in form and substance satisfactory to Landlord, with total limits of liability for bodily injury, loss of means of support and property damage for each occurrence in an amount and with a carrier reasonably acceptable to Landlord, and otherwise in compliance with the general provisions of this Exhibit governing the provision of insurance by Tenant. Such policy shall name the Landlord Parties as additional insureds against any liability by virtue of applicable laws concerning the use, sale or giving away of alcoholic beverages. If at any time such insurance is for any reason not in force, then during all and any such times no selling, merchandising, transferring, giving away or exchanging of alcoholic beverages shall be conducted by Tenant in, upon or from any part of the Premises.
1.8.The provisions of this Exhibit shall survive the expiration or earlier termination of the Lease.
TENANT WORK INSURANCE SCHEDULE
Cost of Work
Minimum Limits of Insurance
* Limits may be met by use of excess and/or umbrella liability insurance, provided that such coverage is at least as broad as the primary coverages required herein
$100 million per occurrence, general aggregate, and products and completed operations aggregate
$50 million per occurrence, general aggregate, and products and completed operations aggregate
$25 million per occurrence, general aggregate, and products and completed operations aggregate
$10 million per occurrence, general aggregate, and products and completed operations aggregate
$5 million per occurrence, general aggregate, and products and completed operations aggregate
$2 million per occurrence, general aggregate, and products and completed operations aggregate
* Limits may be met
$25 million combined single limit
$10 million combined single limit
$5 million combined single limit
$2 million combined single limit
Cost of Work
Minimum Limits of Insurance
by use of excess and/or umbrella liability insurance, provided that such coverage is at least as broad as the primary coverages required herein
At all times
As required by Applicable Laws
At all times
$2 million per location and $4 million aggregate
$10 million per project and in the aggregate
$5 million per project and in the aggregate
$2 million per project and $4 million aggregate
$1 million per project and $2 million aggregate