THIRD AMENDMENT TO LEASE
This THIRD AMENDMENT TO LEASE (this "Amendment"), dated as of November 1, 2019 (the "Third Amendment Effective Date"), between LEGACY YARDS TENANT LP, a Delaware limited partnership ("Landlord"), having an address at c/o Related Companies, 60 Columbus Circle, 19th Floor, New York, New York 10023, and INTERCEPT PHARMACEUTICALS, INC., a Delaware corporation ("Tenant"), having an address at 10 Hudson Yards, 37th Floor, New York, New York 10001.
WHEREAS, pursuant to a Lease, dated as of December 7, 2016 (the "Original Lease"), by and between Landlord and Tenant, as amended by (i) that certain First Amendment to Lease, dated as of June 27, 2017 (the "First Amendment"), (ii) that certain letter agreement, dated December 31, 2017 (the "12/31/17 Letter Agreement"), (iii) that certain Second Amendment to Lease, dated as of June 22, 2019 (the "Second Amendment"), and (iv) that certain letter agreement, dated October 12, 2018 (the "10/12/18 Letter Agreement"; the Original Lease, as so amended, the "Lease"), Tenant is leasing from Landlord certain space in the building known as 10 Hudson Yards, located at the corner of 10th Avenue and 30th Street, New York, New York (the "Building"), as is more particularly described in the Lease; and
WHEREAS, Landlord and Tenant desire to further amend the Lease on the terms and conditions hereinafter set forth.
NOW, THEREFORE, Landlord and Tenant agree as follows:
1. Defined Terms. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Lease.
2. Extension of Term of 37th Floor Premises.
(a) The term of the Lease with respect to the 37th Floor Premises is hereby extended upon and subject to the terms, covenants and conditions of the Lease, as amended by this Amendment, for an extension term (the "37th Floor Extension Term") commencing on July 1, 2021 (the "37th Floor Extension Term Commencement Date") and ending on March 31, 2022 (the "37th Floor Expiration Date"), which date shall be deemed the Expiration Date for the 37th Floor Premises for all purposes under the Lease, unless sooner terminated in accordance with the terms of the Lease or pursuant to law.
(b) Tenant's leasing of the 37th Floor Premises during the 37th Floor Extension Term shall be on all of the terms and conditions of the Lease (as amended hereby), except that, from and after the 37th Floor Extension Term Commencement Date, Tenant shall pay Fixed Rent in respect of the 37th Floor Premises, at the times and in the manner set forth in the Lease, for the period commencing on the 37th Floor Extension Term Commencement Date and ending on the 37th Floor Expiration Date in an amount equal to $4,268,089.00 per annum (i.e., at the rate of $127.00 per rentable square foot of the 37th Floor Premises), payable in equal monthly installments of $355,674.08 (as appropriately prorated for any partial month during the 37th Floor Extension Term).
not less than 14 point font bold upper case letters as follows: "THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN IN ACCORDANCE WITH PARAGRAPH 5(e) OF THE THIRD AMENDMENT TO LEASE") and if Landlord does not, within such 5 Business Day period, pay such amount to Tenant, then Tenant may set off such amount against the next installments of Rent coming due under this Lease.
6. Amendments. From and after the Third Amendment Effective Date, the following provisions of the Lease are amended as hereinafter set forth:
(a) Exhibit B to the Lease (as previously amended) shall be deleted in its entirety and replaced with Exhibit B attached hereto.
(b) The definitions of "37th Floor Expiration Date" and "40th-41st Floor Expiration Date" in Section 1.02 of the Original Lease (as previously amended) are hereby deleted in their entirety and replaced with the following:
"(x) with respect to the 37th Floor Premises, on March 31, 2022 (the "37th Floor Expiration Date"), (y) with respect to the 40th Floor Premises, on March 31, 2022 (the "40th Floor Expiration Date") and (z) with respect to the 41st Floor Premises, on March 31, 2022 (the "41st Floor Expiration Date"; the 37th Floor Expiration Date, the 40th Floor Expiration Date and the 41st Floor Expiration Date, collectively or individually, as the context requires, is call the "Expiration Date")."
(c) The reference to "2.89%" in the last sentence of Section 2.04(e) (as previously amended) is hereby deleted and replaced with "2.68%".
(d) The references to "10 tons" in the parenthetical clause of the first sentence of Section 3.01(f) and in the parenthetical clause of the fifth sentence of Section 3.01(f) (as previously amended) are hereby deleted and replaced with "7.5 tons".
(e) 37th Floor Premises Renewal Right. The date "December 1, 2019" in Paragraph 4(b)(i) of the Second Amendment is changed to "September 1, 2020".
7. Brokerage. Each party represents to the other that such party has dealt with no broker (except that Landlord represents to Tenant that it has dealt with ERY Manager) in connection with this Amendment. Each party shall indemnify and hold the other harmless from and against all loss, cost, liability and expense (including, without limitation, reasonable attorneys' fees and disbursements) arising out of any claim for a commission or other compensation by any broker (other than ERY Manager) who alleges that it has dealt with the indemnifying party in connection with this Amendment or the Project; provided, however, that Tenant does not indemnify Landlord with respect to any claim for a commission or other compensation by any broker arising out of a brokerage agreement or commission agreement heretofore entered into between Landlord and a broker with respect to the Lease that is amended by this Amendment. Landlord shall pay any commission that may be due to ERY Manager pursuant to the terms and conditions of a separate agreement between Landlord and ERY Manager.
8. No Other Changes. Except as expressly set forth in this Amendment, the Lease shall remain unmodified and in full force and effect, and the Lease as modified herein is ratified and confirmed. All references in the Lease to "this Lease" shall hereafter be deemed to refer to the Lease as amended by this Amendment.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the day and year first above written.
LEGACY YARDS TENANT LP
By:Legacy Yards Tenant GP LLC, its general partner
By: /s/ Andrew Rosen
Name: Andrew Rosen
INTERCEPT PHARMACEUTICALS, INC.
By: /s/ Mark Pruzanski
Name: Mark Pruzanski
Title: President & CEO