SECOND AMENDMENT OF LEASE

Exhibit 10.2

SECOND AMENDMENT OF LEASE

THIS SECOND AMENDMENT OF LEASE (the “Second Amendment”) is made as of the 12th day of September 2013 (the “Effective Date”) by and between RB KENDALL FEE, LLC (“Landlord”) and MERRIMACK PHARMACEUTICALS, INC., having a mailing address at One Kendall Square, Building 600/700, Cambridge, Massachusetts 02139 (“Tenant”).

BACKGROUND:

A.            Reference is made to a certain Lease dated August 24, 2012, by and between Landlord and Tenant, as amended by First Amendment of Lease dated March 18, 2013, (the “Lease”), demising approximately 31,747 rentable square feet of space on a portion of the second floor (2nd) of Building 600/650/700 (the “2nd Floor Space”); approximately 4,773 rentable square feet of space on the fourth (4th) floor of Building 650/700 ( the “Additional Space”); approximately 30,626 rentable square feet of space on the fourth (4th) floor of Building 600/700 ( the “4th Floor Space”); approximately 7,245 rentable square feet of space on the mezzanine level of Building 700 (the “Mezzanine Space”); approximately 8,437 rentable square feet of space on the first (1st) floor of Building 600 (the “1st Floor Space”); approximately 8,763 rentable square feet of space located on the fourth (4th) floor of Building 700 (the “Expansion Space I”); approximately 3,388 rentable square feet of space located on the fourth (4th) floor and the fourth (4th) floor mezzanine of Building 650 (the “Expansion Space II”); an area in the basement of the Building containing approximately 132 rentable square feet (“Basement Premises”);  approximately 491 rentable square feet of space on the first (1st) floor of the Building 600/650/700 (the “Chemical Storage Space”) and approximately 2,922 rentable square feet of space in the basement of Building 600/650/700 (the “Storage Space”); approximately 10,608 rentable square feet of space located on the fifth (5th) floor of Building 600 (the “Expansion Space III”); approximately 8,155 rentable square feet of space located on the second (2nd) floor of Building 600 (the “600 Expansion Space”); approximately 784 rentable square feet also located on the second (2nd) floor if Building 600 (the “Hallway Space”) and approximately 249 rentable square feet of space located on the first (1st) floor of Building 600 (the “Additional 1st Floor Space”) in One Kendall Square, Cambridge, Massachusetts (the “Complex”).  Capitalized terms used but not defined herein shall have the same meaning as in the Lease.

B.            Landlord and Tenant are the current holders, respectively, of the lessor’s and lessee’s interests in the Lease.

C.            Landlord and Tenant want to expand the premises demised under the Lease to include approximately 3,617 rentable square feet of additional space located on the fifth (5th) floor of Building 600 within the Complex, as shown hatched on Exhibit A-1 (the “Expansion Space IV”), and to further to amend the Lease as set forth herein.

AGREEMENTS:

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree and amend the Lease as follows:

1.             Expansion Space IV.  Effective as of the date Landlord delivers the Expansion Space IV with the Phase I Landlord’s Work (defined below) complete (such date being referred to as the “Expansion Space IV Delivery Date”), the Expansion Space IV shall be deemed added to and incorporated into the Premises demised under the Lease.  As of the Expansion Space IV Delivery Date,

all references to the Premises in the Lease shall include the Expansion Space IV and all references to Exhibit 2 in the Lease shall be deemed to include and refer to Exhibit A-1 of this Second Amendment as well, as applicable.  The Expansion Space IV shall be delivered to Tenant free of all tenants, occupants, personal property, trade fixtures and equipment, decommissioned in accordance with applicable laws and with all base Building systems (including, without limitation, the HVAC and MEP systems) serving the Expansion Space IV in good working order and, except as otherwise set forth herein with respect to Landlord’s completion of the Landlord’s Work (as defined below), shall be delivered to Tenant in “as-is”, “where-is” condition without any warranty of fitness for use or occupancy, expressed or implied, except as expressly set forth herein.  Except for Landlord’s Work (as defined below), Tenant agrees that Landlord has no work to perform in or on the Expansion Space IV to prepare same for Tenant’s use and occupancy.

2.             Term.  The term of the Lease with respect to the Expansion Space IV shall commence on the Expansion Space IV Delivery Date and expire on June 30, 2019, unless otherwise terminated or extended pursuant to the terms and conditions of the Lease.  Upon the request of Landlord, Tenant shall execute a written agreement confirming the Expansion Space IV RCD (as defined below).

3.             Early Access.  Tenant shall have the right to enter the Expansion Space IV after the Effective Date of this Second Amendment during normal business hours and without payment of rent but with prior notice to the Building property manager, to commence construction of a 10’ x 12’  electrical room to serve a new generator that is part of the Expansion IV Improvements, provided such entry must be coordinated so as not to interfere with the completion of Landlord’s Work (as hereinafter defined) and further provided that such work is completed in accordance with the terms of the Lease and this Second Amendment.  Any such right of entry shall be subject to all provisions of the Lease (except for payment of rent), and any entry hereunder shall be at the risk of Tenant.  Prior to entering the Expansion Space IV, Tenant shall obtain all insurance Tenant is required to obtain under the Lease as to the Expansion Space IV and shall provide certificates of said insurance to Landlord.  Tenant shall also have the non-exclusive right to use the freight elevators during the construction of Tenant’s Work in the Expansion Space IV subject to reasonable rules and regulations from time to time made by Landlord, including reasonable advanced notice and scheduling.

4.             Yearly Rent.  (a) The Yearly Rent for the Expansion Space IV during the term shall be payable in the amounts set forth in the table below, in accordance with the terms of the Lease and shall be in addition to all other amounts due and payable by Tenant pursuant to the Lease, including Yearly Rent for the balance of the Premises.  Tenant’s obligation to pay Yearly Rent, Taxes and Operating Costs for the Expansion Space IV shall commence on the date that is the earlier of (a) the date on which Tenant has an employee population (meaning an aggregate of full time and part time employees) working within Expansion Space III and Expansion Space IV greater than 74% of the employee population for which the combined Expansion Space III and Expansion Space IV were designed (meaning 43 employees) or (b) January 1, 2014 (such earlier date being the “Expansion Space IV RCD”).  Tenant shall provide Landlord with prompt written notice when the 74% threshold is met.

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(b)           Effective as of the Expansion Space IV RCD, Article 6 of Exhibit 1 of the Lease is hereby modified by deleting in its entirety therefrom the rental table for Expansion Space III, and by replacing it with the following:

Expansion Space III

5.             Landlord’s Work.  Landlord shall, at Landlord’s sole cost and expense, complete the demising and other work in the Expansion Space IV described in Exhibit B-1 attached hereto in a good and workmanlike manner (collectively, the “Landlord’s Work”).  Landlord shall use commercially reasonable and diligent efforts to complete Phase I Landlord’s Work (as designated on Exhibit B-1) as soon as reasonably practicable following the execution of this Second Amendment, it being agreed that the target date for completion of the Phase 1 Landlord’s Work is the date that is four (4) weeks following the date of this Second Amendment (the “Phase 1 Target Date”).  Landlord shall use commercially reasonable and diligent efforts to complete (a) the Phase II Landlord’s Work (as designed on Exhibit B-1)

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by the date that is Work no later than eight (8) weeks following the date Landlord receives Tenant’s final specifications and requirements necessary for the completion of such work (the “Phase II Target Date”), (b) the Phase III Landlord’s Work (as designated on Exhibit B-1) by the date that is no later than twenty (20) weeks following the date Landlord receives Tenant’s final specifications and requirements necessary for the completion of such work (the “Phase III Target Date”), and (c) the Phase IV Landlord’s Work (as designated on Exhibit B-1) by the date that is no later than the date Tenant occupies the Expansion Spaces IV for business purposes (the “Phase IV Target Date”).  If Landlord fails to complete any Phase of the Landlord’s Work in accordance with the terms of this Second Amendment on or before the Respective Target Date set forth above (except if due to delays caused by Tenant or its contractors), then the Expansion Space IV RCD shall be delayed one (1) day for each day by which the completion of Landlord’s Work extends beyond such Target Date.

6.             Tenant’s Improvements; Landlord’s Contribution.  (a) Tenant plans to complete certain Tenant’s leasehold improvements to the Expansion Space IV (the “Expansion IV Improvements”) in accordance with the terms and conditions of the Lease (as amended hereby).  In connection with the Expansion IV Improvements, the Landlord’s Contribution (as defined in Section 4.2B of the Lease) is hereby increased by $542,550.00 ($150.00 per rentable square feet of the Expansion Space IV) in the aggregate toward the cost of the design and construction of Expansion IV Improvements and/or the cost of ongoing or future improvements in any portion of the Premises.  The increased Landlord’s Contribution amount described herein shall be paid, and requests therefor shall be made, in the manner provided in Section 4.2 of the Lease with regard to the balance of the Landlord’s Contribution, and shall otherwise be treated in the same manner as the Landlord’s Contribution as described in the Lease except that Section 4.2.D (iii) is inapplicable to the increased Landlord’s Contribution described herein and Tenant shall have no right to requisition any portion of the increased Landlord’s Contribution described herein after December 31, 2016.

(b)           The Expansion IV Improvements shall be effected in accordance with the terms and conditions of the Lease, including but not limited to Section 4.2A and Articles 11, 12 and 13.  Without limiting the foregoing, Tenant shall obtain Landlord’s prior written consent for all of the Expansion IV Improvements (and Plans and Specifications therefor [as defined below]), and the contractors, engineers, architects, technicians and mechanics effecting same, which consent shall not be unreasonably withheld, conditioned or delayed.  Tenant shall be responsible for the preparation of construction plans and specifications, including but not limited to architectural, mechanical, electrical, plumbing, life-safety and other Building systems and interfaces therewith (collectively, the “Plans and Specifications”), and any specialty engineering necessary for the completion of the Expansion IV Improvements, all of which shall be subject to Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.  Landlord shall be entitled to deduct from Landlord’s Contribution all direct, reasonable third party out-of-pocket expenses incurred by Landlord in reviewing and approving the Plans and Specifications following delivery of detailed invoices for same to Tenant.  Any work to be completed by Tenant in or on the Expansion Space IV shall be performed in accordance with the terms and conditions of the Lease.

7.             Rentable Area and Tenant’s Proportionate Shares.

(a)           Effective as of the Expansion Space IV RCD, Article 2 of Exhibit 1, Sheet 1 is amended to change the rentable area of Expansion Space III to 10,375 rentable square feet.

(b)           Effective as of the Expansion Space IV RCD, Article 9 of Exhibit 1, Sheet 1 is amended to provide that (i) Tenant’s Proportionate Common Area Share for the Expansion Space III is changed to 1.62% and (ii) Tenant’s Proportionate Building Share for the Expansion Space III is changed to 4.59%.

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(c)           Effective as of the Expansion Space IV RCD, Article 9 of Exhibit 1, Sheet 1 is amended to provide that (i) Tenant’s Proportionate Common Area Share for the Expansion Space IV is 0.56% and (ii) Tenant’s Proportionate Building Share for the Expansion Space IV shall be 1.60%.

8.             Utilities.  Commencing on the Expansion Space IV Delivery Date, Tenant shall pay the cost for its use of utilities in the Expansion Space IV including the consumption of electricity for plugs, lights and heat pumps (if applicable), which consumption is separately metered, either directly to the company or as billed by Landlord.

9.             Additional Security Deposit.  Upon the execution of this Second Amendment by Tenant, Tenant shall deliver to Landlord an amendment to the existing Letter of Credit being held by the Landlord under the Lease increasing the amount under the Letter of Credit by $15,642.66 for a total Letter of Credit amount of $583,831.21 or deliver a Substitute Letter of Credit (as defined in Section 29.13 of the Lease) in an amount equal to $583,831.21 representing the combined security amount required under the Lease and this Second Amendment.

10.          Brokers.  Landlord and Tenant each warrant and represent to the other that they have dealt with no brokers in connection with the negotiation or consummation of this First Amendment other than Colliers International New England LLC and Cassidy Turley FHO (collectively, the “Broker”) and in the event of any brokerage claim against either party by any person claiming to have dealt with either Landlord or Tenant in connection with this First Amendment, other than the Broker, the party with whom such person claims to have dealt shall defend and indemnify the other party against such claim.

11.          Reaffirmation.  In all other respects the Lease shall remain unmodified and shall continue in full force and effect, as amended hereby.  The parties hereby ratify, confirm, and reaffirm all of the terms and conditions of the Lease, as amended hereby.

[Signatures Appear on Following Page]

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IN WITNESS WHEREOF the parties hereto have executed this Second Amendment to Lease on the date first written above in multiple copies, each to be considered an original hereof, as a sealed instrument.

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EXHIBIT A-1, FIRST AMENDMENT

LEASE PLAN FOR EXPANSION SPACE IV

EXHIBIT B-1, FIRST AMENDMENT

LANDLORD’S WORK

(see attached five pages)

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