THIRDAMENDMENT LEASE FROM TRUSTEES OFTHE CAMBRIDGE EAST TRUST TO EPIXMEDICAL, INC.

Contract Categories: Real Estate - Lease Agreements
EX-10.31 3 j4207_ex10d31.htm EX-10.31 THIRD AMENDMENT

 

Exhibit 10.31

 

THIRD AMENDMENT

 

LEASE FROM

TRUSTEES OF THE CAMBRIDGE EAST TRUST

TO

EPIX MEDICAL, INC.

 

 

        This is the Third Amendment made as of May 1, 2002 to the Lease dated as of July 7, 1998 between the Trustees of The Cambridge East Trust, as Landlord, and EPIX Medical, Inc., as Tenant, for premises at 63-75 Rogers Street,  Cambridge, Massachusetts as previously amended by First Amendment dated February 8, 1999 and Second Amendment dated as of June 30, 2000 (the "Lease").

 

        Whereas, the Landlord and the Tenant wish to confirm the Tenant’s exercise of its extension rights stated in Section 3.6 added to the Lease by the First Amendment to extend the term of the Lease for five years on the terms and conditions stated in this Third Amendment.

 

           Therefore, for valuable consideration the receipt and sufficiency of which is mutually acknowledged:

 

1.        Section l  Reference Data   The Landlord and the Tenant amend the Lease by substituting Section 1 Reference Data appearing at the end of this Third Amendment for the original Section 1 Reference Data, and the Lease is hereby so amended.

 

2.        Right to Extend Term  The parties confirm that the Tenant’s rights to extend the Term stated in Section 3.6 of the First Amendment are being exercised by this Third Amendment and are of no further force or effect.

 

3.        Lease Confirmed  Except as previously amended and as amended herein, the Lease is ratified and confirmed.

 

 


1.        REFERENCE DATA

 

                           Each reference in this Lease to the following subjects shall be construed to incorporate the data for that subject stated in this Section 1.

 

DATE:

 

As of May 1, 2002

 

 

 

LANDLORD:

 

Bruce A. Beal and Robert L. Beal, Trustees of The Cambridge East Trust, under declaration of trust dated June 1, 1983 recorded with the South Middlesex Registry of Deeds, Book 15067, Page 392 and registered with the South Middlesex Registry District of the Land Court as Document 641740 noted on Certificate of Title 168090, Book 970, Page 140, as Trustees and not individually

 

 

 

ORIGINAL ADDRESS
OF LANDLORD:

 


c/o Beal and Company, Inc.
177 Milk Street
Boston, Massachusetts 02109

 

 

 

TENANT:

 

EPIX  Medical, Inc., a Delaware corporation

 

 

 

ORIGINAL ADDRESS
OF TENANT:

 


71 Rogers Street, Cambridge Massachusetts 02142

 

 

 

PREMISES:

 

Effective on the Commencement Date of this Lease the following premises shown on Exhibit 1 to the original Lease:

 

 

 

 

 

approximately 2,660 square feet located in the 6,640 square foot building known as and numbered 63 Rogers Street,

 

 

 

 

 

approximately 4,390 square feet located in the 5,360 square foot building known as and numbered 65 Rogers Street,

 

 

 

 

 

approximately 2,500 square feet located in the 2,500 square foot building known as and numbered 69 Rogers Street,

 

 

 

 

 

approximately  2,500 square feet located in the 2,500 square foot building known as and numbered 71 Rogers Street, approximately 5,000 square feet located in the 5,000 square foot building known as and numbered 75 Rogers Street,

 

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 and effective on or about April 1, 2001

 

 

 

 

 

approximately 5,900 square feet located in the 5,900 square foot building known as and numbered 67 Rogers Street as shown on Exhibit 1-A to the Lease

 

 

 

all in Cambridge, Massachusetts (collectively, the Building or Buildings)

 

 

 

FIRST OFFER PREMISES:  The following premises shown on Exhibit 1-A to the Lease:

 

 

 

 

 

approximately 3,980 square feet located in the 6,640 square foot building known as and numbered 63 Rogers Street, and

 

 

 

 

 

approximately 970 square feet located in the 5,360 square foot building known as and numbered 65 Rogers Street

 

 

 

 

 

also in Cambridge, Massachusetts.

 

 

 

 

 

If added to the Premises, these premises also will, with the other Premises, be referred to collectively as the Building. See Section 3 of the Second Amendment for exercise rights to lease the First Offer Premises. See Section 6.1 of the Lease for Annual Fixed Rent if the First Offer Premises are added to the Lease.

 

 

 

TERM:

 

Ten years as to original Premises
Six years nine months (approximately) as to 67 Rogers Street

 

 

 

COMMENCEMENT DATE: 

 

 

As to original Premises - January 1, 1998
As to the Premises at 67 Rogers Street - on or about April 1, 2001

 

 

 

TERMINATION DATE:  December 31, 2007 as to all Premises

 

 

 

ANNUAL FIXED RENT:

 

 

January 1, 1998 - December 31, 1998

$258,700.00

 

 

January 1, 1999 - December 31, 1999

$275,750.00

 

 

January 1, 2000 - December 31, 2000

$292,800.00

 

 

January 1, 2001 - March 31, 2001

$  77,462.50

 

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April 1, 2001 - December 31, 2001

$328,410.00

 

 

January 1, 2002 - December 31, 2002

$460,830.00

 

 

January 1, 2003 - December 31, 2003

$717,187.50

 

 

January 1, 2004 - December 31, 2004

$740,137.50

 

 

January 1, 2005 - December 31, 2005

$763,087.50

 

 

January 1, 2006 - December 31, 2006

$786,037.50

 

 

January 1, 2007 - December 31, 2007

$808,987.50

 

 

 

 

MONTHLY PAYMENT:

 

 

 

January 1, 1998 - December 31, 1998

$  21,558.33

 

 

January 1, 1999 - December 31, 1999

$  22,979.17

 

 

January 1, 2000 - December 31, 2000

$  24,400.00

 

 

January 1, 2001 - March 31, 2001

$  25,820.83

 

 

April 1, 2001 - December 31, 2001

$  36,490.00

 

 

January 1, 2002 - December 31, 2002

$  38,402.50

 

 

January 1, 2003 - December 31, 2003

$  59,765.63

 

 

January 1, 2004 - December 31, 2004

$  61,678.13

 

 

January 1, 2005 - December 31, 2005

$  63,590.63

 

 

January 1, 2006 - December 31, 2006

$  65,503.13

 

 

January 1, 2007 - December 31, 2007

$  67,415.63

 

 

 

 

TENANT'S PERCENTAGE OF
  OPERATING EXPENSES:

 

63 Rogers Street

 

40.06%

 

 

65 Rogers Street

81.90%

 

 

67 Rogers Street

100%

 

 

69 Rogers Street

100%

 

 

71 Rogers Street

100%

 

 

75 Rogers Street

100%

 

 

 

 

 

and if the First Offer Premises are added to the Lease:

 

 

63 Rogers Street

100%

 

 

65 Rogers Street

100%

 

PERMITTED USES:          General Office use and technical office for research development laboratory or research facility use, and manufacture, processing, assembly and packaging of drug, all to the extent permitted by applicable law and no other use

 

SECURITY DEPOSIT:       None

 

BROKER: The Beal Companies and McCall & Almy as to this Third Amendment

 

 

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SIGNATURES

 

 

LANDLORD:

 

TENANT:

Bruce A. Beal and Robert L. Beal,
Trustees as aforesaid and not individually

 

 

 

 

 

 

By:

Beal and Company, Inc.,

 

EPIX  Medical, Inc.

 

Managing Agent

 

 

 

 

 

 

By:

/s/ Robert L. Beal

 

/s/ Pamela E. Carey

 

its Trustee

 

its V.P. Finance & Administration and Chief Financial Officer

 

hereunto duly authorized

 

hereunto duly authorized

 

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SECRETARY'S CERTIFICATE

 

     The undersigned hereby certifies (1) that s/he is the duly elected Secretary of the corporation executing this Third Amendment to Lease as Tenant, (2) that the Tenant's Board of Directors has duly decided as required by law and the Tenant's governing documents that the Tenant shall enter into this Third Amendment to Lease and has duly empowered the person who executed this Third Amendment to Lease to do so in the name of and on behalf of the Tenant, and (3) that the Tenant's execution and performance of this Lease is consistent with and does not contravene or violate the law and governing documents under which Tenant is organized and operated.

 

 

 

/s/ Michael D. Webb

 

 

Michael D. Webb, Secretary

 

 

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