Exhibit 10.3
LEASE
between
XXXXXXX REALTY COMPANY
and
CURIS, INC.
THIS INDENTURE OF LEASE, made as of this 15th day of March, 2001 between
XXXXXXX X. XXXXXXXX, TRUSTEE OF M.R.C. REALTY TRUST, XXXXX X. XXXXXX, XXXXX X.
XXXXXXXX, GENERAL PARTNER, XXXXXXXX FAMILY ASSOCIATES all doing business as
XXXXXXX REALTY COMPANY having a principal place of business at 00 Xxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxx of Xxxxxxxxx, Xxxxxxxxxxxxx, 00000, (hereinafter
called the "Landlord"), and CURIS, INC. a corporation duly organized by law and
having an usual place of business in Cambridge, in the County of Middlesex,
Massachusetts (hereinafter called the "Tenant").
W I T N E S S E T H:
I. (a) The Landlord hereby leases to the Tenant the entire premises located
at 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxxx which Leasehold
is the existing Building shown on plan annexed hereto as Schedule A, said
Building contains 17,800 square feet, together with parking shown on said plan.
Tenant shall have the right to use certain equipment located in the Premises,
which equipment is more particularly described in Exhibit B-1 and B-2 attached
hereto. Upon the expiration of the Lease Term or the earlier termination of the
Lease, Tenant shall have no further rights with respect to said equipment.
(b) The premises described herein may be used for the purpose of
conducting a research laboratory and uses incidental thereto, including sales,
service, and manufacture of Tenant's products, general office use, as well as
any other use authorized under applicable zoning laws and ordinances in
connection with its business. The Landlord's knowledge and belief is that there
are no restrictions in the title to the premises which should prevent the
intended use by the Tenant.
(c) Located on the premises or on abutting premises forty three (43)
parking spaces intended for the exclusive use of the Tenant more particularly
described in Schedule A. Spaces located at the rear of 27, 33
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and 00 Xxxxxxx Xxxxxx may be relocated as determined from time to time by the
Landlord to adjacent properties.
(d) The Tenant shall have the right of unobstructed access to the premises
by motor vehicle and otherwise for use in connection with its business,
including unobstructed access to the use of the truck dock, driveway and parking
areas, and Tenant may install a movable trash disposal unit outside the building
at a location agreed to by both parties. If a trash compactor or other equipment
is located in the parking area, the parking spaces so utilized shall be included
in the said 43 spaces. The premises are however subject to a right-of-way as
shown on Schedule A.
II. The initial term of this Lease shall be for a period of five years, and
five months commencing December 1, 2001, as hereafter defined.
III. (a) During the term of this Lease, the Tenant shall pay as base rent to
the Landlord at the Landlord's address first written above, or such other place
as the Landlord, by notice in writing to the Tenant:
(i) The sum of $471,700, payable in monthly installments of
$39,308.33 per month, due on the first of each month;
The Lessee hereunder agrees to pay as additional rent an amount equal to
the cost of parking lot maintenance, snow removal, repairs, insurance and other
operational expenses and a management fee of 3% of the gross rent. Any payments
due hereunder shall be due within fifteen (15) days after the receipt of a
statement of the costs and copies of all invoices from the Lessor.
(b) OPTION. If this Lease shall be in full force and effect at the
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expiration of the initial term, then the LESSEE shall have the right to extend
this Lease for an additional period of five (5) years, as hereinafter set forth,
providing that the LESSEE shall give written notice to the Landlord at least one
(1) year prior to expiration of the original term of this Lease of its election
to exercise the aforesaid option. If the aforesaid option is exercised, the
terms of this Lease shall be the same, except that the rent hereunder shall be
adjusted to equal 85% of the fair market rental of the
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demised premises, but in no event less than the base rent of the within Lease
term. If the parties are unable to agree on the fair market rental within 30
days of Tenant's exercise thereof, then each shall promptly appoint an
arbitrator who shall be a licensed real estate broker or appraiser. If within 60
days of the exercise of said option, the two arbitrators are unable to agree on
a fair market rental, then the two arbitrators shall promptly appoint a third
arbitrator and a decision of the majority of the arbitrators within 60 days of
said appointment shall be binding. However, in the event that the fair market
rental is not determined within one hundred twenty (120) days of the election to
exercise the option, then the said option shall thereupon terminate.
(c) The Landlord shall promptly pay and discharge all real estate taxes
and betterment assessments levied or assessed upon the premises during the term
of the Lease, except that the Landlord may elect to have such betterment
assessments payable over the longest period permitted by law.
(d) The Tenant shall pay as additional rent to Landlord, 100% of the real
estate taxes levied against the premises. The Tenant shall make payment within
fifteen (15) days after receiving a copy of the tax xxxx, prorated on a 365-day
year per diem basis for any partial calendar year during the term of the Lease.
Landlord represents and warrants to Tenant that as of the date of this Lease,
the premises are assessed and maintained as a single and separate tax parcel or
lot by the City of Cambridge. Throughout the term of this Lease, Landlord shall
cause the premises to be assessed and maintained as such a separate tax parcel
or lot so that bills for real estate taxes shall issue solely with respect to
real estate taxes applicable to the premises.
(e) Tenant shall not be required to pay any portion of any increases in
said taxes which are attributable to an increase in the assessed valuation of
the land or buildings, of which the demised premises are a part, arising out of
improvements (including new construction) made to premises or adjacent Landlord
land or buildings unless such improvements are made by Tenant during the term of
the Lease.
(f) If any abatement refund or rebate shall be received for any tax year,
an appropriate adjustment shall thereafter be made in the amount
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paid by the Tenant. If Landlord undertakes such abatement process, the cost of
such proceedings, and of any appeal therefrom, shall be charged first against
any abatement received, and the net proceeds credited to the Tenant.
IV. (a) On or after the effective Commencement Date of the Lease, the Tenant
shall have the right and may install at its own expense alterations to the
interior of the building as may be reasonably desirable or necessary for the
conduct of its business. Such work shall be done in a good and workmanlike
manner, after submission of plans and specifications to the Landlord for
approval in writing, which approval shall not be unreasonably withheld or
delayed. At the time of the approval of the Landlord, the parties shall
determine whether or not said improvements shall be considered as an integral
part of Landlord's building and become part of Landlord's property, whereupon
Tenant shall have no obligation to remove same upon termination of this Lease.
V. The Landlord agrees that during said term and so long as Tenant's occupancy
continues:
(a) to be responsible for keeping the buildings presently on the premises
structurally sound and, without limiting the generality of the foregoing, the
Landlord will keep the roof and outside walls weather and watertight and free
from leaks and make all structural repairs and replacements reasonably necessary
to the Tenant's occupancy of the building and to its foundation, roof,
structural parts and utility connections from exterior wall to street; and
(b) To maintain parking lot and driveways.
(c) To the Landlord's best knowledge all activities at the premises by
Landlord and prior tenants and occupants thereof have been undertaken in full
compliance with all applicable environmental and hazardous substance laws.
(d) Landlord has disclosed to Tenant all threatened or pending litigation
or administrative actions relating to the use or disposal of hazardous
substances at the premises.
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(e) Landlord has delivered to Tenant true and complete copies of all
reports, analyses, studies and other written materials which are in the
possession, custody or control of Landlord concerning the presence or possible
presence of hazardous substances at the premises.
(f) To the Landlord's best knowledge there are no underground storage
tanks at the premises.
(g) To the Landlord's best knowledge there are no transformers,
capacitors, switches, or other equipment at the premises which contain PCBs.
(h) Landlord shall indemnify, defend and save harmless Tenant, its
officers, directors, employees, contractors, servants and agents, from and
against all loss, costs, damages, claims, proceedings, demands, liabilities,
penalties, fines and expenses, including without limitation reasonable
attorney's fees, consultant's fees, litigation costs, and cleanup costs,
asserted against or incurred by Tenant, its officers, directors, employees,
contractors, servants and agents at any time and from time to time by reason or
arising out of the presence of any hazardous substances at the premises caused
by the Landlord, its servants, agents or employees.
(i) The Landlord represents that there is handicap access to the first
floor of the building and handicap bathroom facilities are also available on the
first floor.
VI. Tenant agrees during said term and so long as Tenant's occupancy
continues:
(a) to be responsible for all maintenance and repairs of the heating
system, plumbing system, electrical system, central air conditioning system (if
any), interior mains and conduits for utilities, stairways and stairwells.
(b) to pay when due all charges by public authority or utility for heat,
water, electricity, telephone, gas and other services rendered to the premises;
(c) to remove promptly snow, ice and foreign substances from the stairs,
and to maintain landscaping adjacent to the within Leasehold;
(d) will be responsible for replacing any glass which may be
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damaged or broken with glass of the same quality;
(e) to save the Landlord harmless from all loss and damage occasioned by
any nuisance made or suffered on the premises caused by the omission, fault,
negligence, or other misconduct of the Tenant as well as from any claim or
damage arising from neglect in not removing snow and ice from stairs and from
any other injury, loss or damage to any person or property on said premises
caused by the omission, fault, negligence or other misconduct of the Tenant;
provided, however, that the above obligations do not apply when the injury or
damage was caused or contributed to by the negligent acts or omissions of the
Landlord, its agents, employees or contractors.
(f) Tenant will not generate, store, dispose of, or otherwise handle any
hazardous substances on the premises in violation of any applicable
environmental or hazardous substance law.
(g) Tenant will promptly inform Landlord of any environmental releases of
hazardous substances that are reportable to governmental authorities under
applicable environmental or hazardous substances laws. Tenant covenants and
agrees that no asbestos, asbestos-containing materials, or PCB compounds will be
used in the development of, or any alteration or additions to, any portion of
the premises.
(h) Tenant shall indemnify, defend and save harmless Landlord, its
officers, directors, employees, contractors, servants and agents, from and
against all loss, costs, damages, claims, proceedings, demands, liabilities,
penalties, fines and expenses, including without limitation reasonable
attorney's fees, consultants' fees, litigation costs, and cleanup costs,
asserted against or incurred by Landlord, its officers, directors, employees,
contractors, servants and agents at any time and from time to time resulting
from the presence of any hazardous substances on the premises during the term of
this Lease arising after Tenant's taking possession of the premises and
resulting solely from (i) the action or inaction of the Tenant, its officers,
directors, employees, contractors, servants and agents, or (ii) Tenant's
generation, storage, treatment, handling, transportation, disposal or release of
any hazardous substance at or near the premises, or (iii) the violation of any
applicable law governing hazardous substances by Tenant, its officers,
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directors, employees, contractors, servants or agents. the indemnities and
duties to defend set forth in this Paragraph shall survive the termination of
this Lease.
(i) not to overload or deface the premises or the building or commit or
suffer any strip or waste thereon, and not to conduct any trade or occupation or
to make any use of the premises or to do any act or thing thereon or in the
buildings that shall create a nuisance or be contrary to any law of the
Commonwealth of Massachusetts or ordinance or by-law for the time being in force
in the City of Cambridge, or which shall be injurious to any person or property,
or that shall make void or voidable any fire insurance thereon or on the
buildings, but proper conduct of Tenant's business shall not be deemed a
violation of this covenant; nor make any alterations, additions or improvements
without the consent of the Landlord, which consent shall not be unreasonably
withheld or delayed, providing however, the Landlord may set forth in its
consent conditions or criteria to be complied with by the Tenant. The Tenant
represents that all alterations, additions and improvements undertaken by the
Tenant at the premises to wit 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, were done in
compliance with all the then applicable Zoning and Building Codes of the City of
Cambridge. The Landlord hereby consents and approves the said alterations,
additions and improvements, however, the Landlord reserves the right at the
expiration of the term to require Tenant to remove any alterations, additions
and improvements to the first floor laboratory areas at 00 Xxxxxxx Xxxxxx and to
restore said premises to their original condition including replacing original
equipment and fixtures previously removed such that the premises will be in
compliance with the equipment and fixtures set forth in Exhibits X-0, X-0X, X-0X
and B-3.
(j) not to assign this lease or to make any sublease for the whole or any
part of the demised premises without the prior written approval of the Landlord
which approval shall not be unreasonably withheld or delayed. In the event of
any assignment or sublease of the demises premises, any and all rents payable
under such assignment or sublease shall be payable directly to the Landlord as
payment toward the rent and other sums do hereunder; provided, however, that if
the rents and other sums payable or such sub-lease shall
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exceed those rents and additional sums set forth in Article III, then the
Landlord shall be entitled to retain one half (1/2) such overage. For purposes
of calculating any excess rent payable hereunder by Tenant to Landlord in
connection with any subletting or assignment, Tenant shall be entitled to
include in its calculation of costs, brokerage, legal, free rent periods, made
as an inducement to any subtenant. Additionally, Tenant will include
amortization of the original leasehold improvements prorated up to time of
sublease using a 10 year life, straight-line depreciation and an inputed
interest rate of 12%. "Excess Rent" is defined as sublease rent, less aforesaid
transaction costs incurred to obtain subtenant, less said amortization of
Tenant's portion of Leasehold improvements. In no event shall Landlord receive
less than those sums due under Article III of the within Lease. Notwithstanding
anything in this Paragraph to the contrary, the prior approval of the of the
Landlord shall not be required for the assignment of the Lease to any
corporation or business entity into or with which the Tenant is merged or
consolidated or to which substantially all of the Tenant's assets or corporate
stock are transferred provided that in any of such events (i) following any such
transfer Tenant has, (or in the case of a merger or consolidation the successor
to Tenant has) a creditworthiness adequate to meet its obligations hereunder;
(ii) proof reasonably satisfactory to Landlord of such creditworthiness shall
have been delivered to Landlord prior to the effective date of any such transfer
or transaction; and (iii) in the case of a merger or consolidation, the
successor agrees directly with Landlord, by written instrument in form
reasonably satisfactory to Landlord, to be bound by all the obligations of
Tenant hereunder, including, without limitation, the covenant against further
assignment and subletting.
(k) to permit the Landlord or its agents to examine said premises at
reasonable times, subject to reasonable notice and Tenant's reasonable security
precaution and subject to applicable governmental regulations, if any, and
during the six months prior to the expiration of said term, as the same may have
been extended to show said premises to prospective purchasers and tenants, and
keep affixed in suitable places, not obstructing the Tenant's signs or displays,
notices for letting or selling; and
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(l) at the expiration or earlier termination of said term promptly to
remove Tenant's personal property, and, if the Landlord reasonably so requests
or the Tenant so elects, to remove any movable trade fixtures or Tenant
installed equipment; to repair any damage caused by such removal; and, to
peaceably yield up said premises clean and neat and in repair as aforesaid,
damage by reasonable wear and tear and damage by fire and casualties only
excepted. Any such personal property, fixtures or equipment not so removed shall
at the expiration of thirty (30) days from such expiration or termination and
ten (10) days notice to Tenant become the property of the Landlord.
VII. (a) In case of taking by eminent domain of ten (10%) percent or more of
the total floor area of the building or buildings at the time on the premises
the Tenant may by notice to the Landlord within thirty (30) days thereafter
terminate this Lease as of the date when the Tenant is required to vacate the
portions taken. In case of taking by eminent domain of said premises or any
portion thereof, if this Lease is not so terminated, the Landlord shall repair
or rebuild any building presently on said premises so as to restore the same or
what may remain thereof in case of partial taking, as nearly as possible to its
condition prior to the taking, the work to be commenced within four (4) weeks
after the date when the Tenant is required to vacate the portions taken and to
be completed with due diligence, except for delays due to governmental
regulations, unusual scarcity of or inability to obtain labor or materials, or
any other cause beyond Landlord's control. The Landlord reserves and excepts
all rights to damages to said premises and buildings and the leasehold hereby
created accruing in case of taking or act of public or other authority, and the
Tenant hereby grants to the Landlord all of the Tenant's rights to such damages
and agrees to deliver such further instruments of assignment thereof as the
Landlord from time to time may reasonably request. Tenant, however, reserves its
rights to damages for trade fixtures and relocation expenses. The Landlord
shall, however, pay to the Tenant from such damages when received the amounts,
if any, by which the same were increased by reason of inclusion therein of any
award for fixtures and
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equipment which Tenant is entitled to remove.
During such repair or rebuilding, a just proportion of the rent shall be
abated until what remains of the premises shall have been restored to proper
condition for use and occupation and thereafter a just proportion of the rent
according to the nature and extent of the taking shall be permanently abated.
The Landlord and Tenant hereby agree that if they are unable to agree upon the
amount of reduction in rent because of such taking, a board of three appraisers
shall be appointed, one by each party and the third by the two so chosen and the
findings of such board of appraisers shall bind each party. The expense of such
appraisal, including counsel fees, shall be shared equally by each party.
(b) In case said building is damaged by fire or other casualty or action
of public authority in consequence thereof or incidents of war, earthquake,
action of the elements, explosion or otherwise, the Tenant shall promptly notify
the Landlord. If the premises are so badly damaged that they cannot be restored
and made tenantable by the exercise of reasonable diligence within ninety (90)
days after the commencement of work, or if they are damaged to the extent of
twenty-five (25%) percent or more of the insurable value, then the Tenant may
terminate this Lease upon ten (10) days' notice in writing given to the Landlord
within thirty (30) days after such damage occurs or, at Tenant's option, thirty
(30) days after advice from Landlord regarding cost and time of repair,
whereupon the Tenant shall surrender the premises, and the Landlord, if the
Tenant is not at the time in default hereunder, shall refund to the Tenant any
unearned rent paid in advance by the Tenant, calculated from the date of the
damage. If the Lease is not so terminated or if the premises are damaged to a
lesser extent, the Landlord will repair the damaged premises and the buildings
thereon as nearly as reasonably possible to its or their condition prior to such
damage, the work to be commenced within thirty (30) days and completed with due
diligence, except for delays due to governmental regulation or unusual scarcity
of or inability to obtain labor or materials, and thereupon shall be entitled,
to the extent of the cost of repairs, to the proceeds of any insurance against
such damage. In case the premises or the buildings thereon are rendered
untenantable by such damage, a just proportion
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of the rent hereinbefore reserved according to the nature and extent of the
injury shall be abated until the repair or rebuilding is completed, and the
premises shall have been put in proper condition for use and occupation. The
Landlord and Tenant hereby agree that if they are unable to agree upon the
amount of reduction in rent because of such damage a board of three appraisers
shall be appointed, one by each party and the third by the two so chosen, and
the findings of such board of appraisers shall bind each party. The expense of
such appraisal shall be shared equally by each party.
Notwithstanding the foregoing provisions of this Lease, if the premises
shall be substantially damaged by fire or other casualty or action of public
authority in consequence thereof or incidents of war, earthquake, action of the
elements, explosion or otherwise, within twelve (12) months of the expiration of
the term or any extension hereof, either party may terminate this Lease as of
the date of such damage, by written notice to the other within ten (10) days of
the occurrence of such damage, except that if, prior to or within thirty (30)
days after such damage during the original term of this Lease the Tenant, having
the right do so, shall have elected to extend, pursuant to paragraph IV above,
the provisions of this paragraph shall not apply.
VIII. The Landlord and Tenant hereby further agree that:
(a) if any sum or sums due as rent as herein provided shall be unpaid
when due and shall remain unpaid for a period of ten (10) days after notice in
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writing of such default has been given by the Landlord to the Tenant; provided,
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however, if the Landlord has on three (3) separate occasions during the term of
the Lease been required to give Tenant such written notice of failure to pay
rent and is thereafter again required to give such notice to Tenant, then Tenant
shall be given no further opportunity to cure such default and this Lease shall
immediately terminate and Landlord may thereafter enter in and upon said
Leasehold and repossess the same; or
(b) if the Tenant or Landlord shall violate or be in default in its
observance or performance of any covenant, condition and agreement herein
contained other than default in the payment of rent, and shall have failed to
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remedy such violation or default within thirty (30) days after notice in writing
of such breach or default has been given by one to the other (or, if the nature
of such breach or default is such that it cannot be remedied within such thirty
(30) day period, if the defaulting party has failed to commence remedial action
within said thirty (30) days and thereafter continued such action with due
diligence); or
(c) if the estate hereby created shall be taken on execution or by other
process of law in any action against the Tenant; or
(d) if the Tenant shall be declared a bankrupt or insolvent according to
law (or if the Tenant makes any assignment for the benefit of creditors); or
(e) if a receiver shall be appointed of the Tenant's property and not be
removed within sixty (60) days; then, and in any such case (notwithstanding any
license of any former breach or waiver of the benefit hereof or consent in a
former instance):
Then the non-defaulting party, may, as applicable, at its option, terminate
this Lease or, as the case may be, the Landlord shall have the right thereafter,
while Tenant's default continues, to enter into and upon the premises or any
part thereof in the name of the whole, and repossess the same as of its former
estate (after notice and in accordance with applicable law), and expel the
Tenant and those claiming through or under it and remove its or their effects
without being deemed guilty of any manner of trespass, without prejudice to any
other remedies, and thereupon this Lease shall terminate. In case of such
termination or termination by legal proceeding by Landlord for default, the
Tenant will pay to the Landlord sums equal to the rent reserved hereunder (as
hereinabove defined) at the same time and in the same installments as herein
provided, or if the premises hereby demised shall have been relet, for which the
Landlord will use its reasonable efforts to accomplish, sums equal to the excess
of said rent reserved hereunder over the sums actually received by the Landlord,
except that there shall be first credited against the obligations of Tenant
under this subdivision any sum actually paid by Tenant to Landlord.
If the Tenant or Landlord shall default under provision VIII(b) above,
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the Landlord or Tenant, as applicable, without being under any obligation to do
so and without thereby waiving such default or any of its other remedies
hereunder, at its sole option, may remedy such default for the account and at
the expense of the Tenant or Landlord, as applicable. Any such sums shall be
paid to the Landlord by the Tenant as additional rent, or in the event of Tenant
payments to cure a Landlord default, the Tenant may deduct same from rental due
and owing by way of set-off to the extent of such payments.
IX. During the term of this Lease, Landlord shall maintain with respect to the
demised premises of which the within Leasehold is a part the following
insurance:
(a) comprehensive general liability insurance covering all Tenant's
general liability obligations under this lease, with limits of
$3,000,000/$5,000,000 on personal injury or death and limits of $500,000.00 on
property damage in a company qualified to do business in Massachusetts, insuring
Landlord as well as Tenant against injury to persons or property.
(b) insurance upon the premises against fire and loss or damage by other
risks embraced by Extended Coverage Endorsement, so called, naming Landlord as
insured, in an amount equal to the full insurable value of the premises with
insurance companies authorized to do business in Massachusetts. Such policies
may contain an eighty (80%) percent co-insurance clause.
(c) Landlord shall be named as additional insured and loss payee in all
insurance policies.
(d) The cost of said insurance shall be paid by the Tenant within ten (10)
days after presentation of xxxx from Landlord to Tenant setting forth the cost
of the aforesaid insurance, whether such insurance shall be paid annually or in
monthly installments.
(e) Each of the parties hereto hereby waives any and all rights of
recovery against the other or against any other tenant or occupant of the
building, or against the officers, employees, agents, representatives, customers
and business visitors of such other party of such other tenant or occupant of
the building, for loss of or damage to such waiving party of its property or the
property of others under its control, arising from any cause
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insured against under the standard form of fire insurance policy with all
permissible extensions and endorsements covering additional periods or under any
other policy of insurance carried by such waiving party in lien thereof. Such
waivers shall be effective only so long as the same is permitted by each party's
insurance carrier without the payment of additional premium.
X. (a) No consent or waiver, express or implied, by the Landlord or the
Tenant to or of any breach of any agreement or duty of the other shall be
construed as a consent or waiver of any other breach of the same or any other
agreement or duty. This agreement is the entire agreement between the parties
and modification or alteration of this Lease shall be binding unless signed by
both parties. This Lease shall be governed and construed in accordance with the
laws of the Commonwealth of Massachusetts, and if any provisions shall to any
extent be invalid, the remainder shall not be affected.
(b) The following addresses for communications and payments, unless
otherwise specified, by one party addressed to the other shall be sufficient:
for the Landlord - 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx; and for the
Tenant - 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx. Any communication, except
payment of rent, which is not delivered personally and receipted, shall be
deemed duly served if in writing, mailed by certified mail so addressed, postage
prepaid, return receipt requested and such notices shall be deemed given when
posted by the U.S. Postal Service.
(c) The obligations and benefits of this Lease shall run with the land and
this Lease shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; except that the Landlord shall be
liable hereunder only for obligations and liabilities accruing or arising while,
or out of facts or situations occurring while, the Landlord is the owner of the
premises, and for indemnifications, obligations and liabilities incurred by the
Landlord under or pursuant to the Lease provisions.
(d) The Landlord agrees that the Tenant, upon paying rents and all other
charges herein provided and performing the Tenant's agreements
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hereunder, shall lawfully and quietly hold, occupy and enjoy said demised
premises during the term of this Lease or until the same is terminated as herein
provided, and neither the Lease nor Tenant's right to remain in exclusive
possession shall be affected or disturbed by reason of transfer of title to
premises through foreclosure or otherwise or by reason of any Landlord default
under any mortgage or deed of trust.
(e) This Lease, and all rights of Tenant hereunder, are and shall be
subject and subordinate to all mortgages which now or hereafter affect the
premises, whether or not such mortgages shall also cover other lands and/or
buildings and/or leases, to each and every advance made hereafter to be made
under such mortgages, and to all renewals, modifications, replacements and
extensions of such leases and such mortgages and all consolidations of such
mortgages, provided that Landlord shall obtain and deliver to Tenant following
the execution of this Lease a so called non-disturbance and attornment agreement
from the existing mortgagee in the form attached hereto as Exhibit C.
Landlord hereby represents and warrants to Tenant, as of the date of this
Lease and as of the Commencement Date, that (i) Landlord is not in default under
any mortgage which encumbers the premises, (ii) this Lease and the permitted
uses hereunder do not and will not constitute a violation of any such mortgage,
and (iii) all consents or approvals required by the terms of any such mortgage
for this Lease have been duly obtained by the Landlord.
XI. The Tenant shall have the right, at its expense, to install a sign or
signs on the demised premises at such locations as may be reasonably necessary
to make known the location of its business. Tenant shall obtain written consent
of Landlord before erecting any sign, which consent shall not be unreasonably
withheld. Upon termination of this Lease, Tenant shall promptly remove the said
signs at its own expense and repair any damage to premises caused by the signs.
XII. The Tenant shall deliver to the Landlord within the time of the execution
of the within Lease the sum of $22,083.00 as a deposit to secure performance of
all covenants and payment of all sums due under the terms of
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the within Lease or the extensions or renewals thereof. Said funds to be
deposited in a mutually agreed account with an institutional lender. At the
conclusion of the Lease term or any extension thereof, Landlord shall be
accountable to the Tenant regarding said security deposit of $22,083.00. The
Landlord acknowledges that in addition to $22,083.00, the Landlord has in its
possession the sum of $11,250.00 as further security for the performance of all
covenants and payment of all sums due under the terms of the within lease.
XIII. It is the intention of the parties that the term of the within Lease be
coterminous with the Leases of Leaseholds located at 33 and 00 Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxxxx. In the event of any conflict, the terms set forth in
the within Lease shall govern.
XIV. The parties represent and warrant to each other that neither has dealt
with any broker in respect to this transaction. Landlord and Tenant each agree
to indemnify and hold harmless the other party from and against all claims for
brokerage or commission on account of this transaction.
WITNESS the execution hereof, in duplicate, under seal, all as of the day and
year first above written.
/s/ Xxxxx Xxx Xxxxxx
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Xxxxx Xxx Xxxxxx
Managing Partner
CURIS, INC.
By /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Vice President
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