EXHIBIT 10.26
STANDARD FORM COMMERCIAL LEASE
1. PARTIES ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Realty Trust, a
(FILL IN) Massachusetts Trust with its mailing address
of ▇.▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. LESSOR,
which expression shall include their heirs,
successors, an assigns where the context so
admits, does hereby lease to Momenta
Pharmaceuticals, Inc., a Massachusetts
corporation with its principal place of
business at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇.
LESSEE, which expression shall include
its successors, executors, administrators,
and assigns where the context so admits, and
the LESSEE hereby leases the following
described premises:
2. PREMISES 4,316 square feet of office space located on
(FILL IN AND INCLUDE, IF the second floor of ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, together with the right
NUMBER, FLOOR NUMBER, to use in common, with others entitled
AND SQUARE FEET) thereto, the hallways, stairways, and
elevators, necessary for access to said
leased premises, and lavatories nearest
thereto.
3. TERM The term of this lease shall be for seven (7)
(FILL IN) months commencing on February 1, 2004 and
ending on August 31, 2004.
4. RENT The LESSEE shall pay to the LESSOR fixed rent
(FILL IN) at the rate of $54,129.81 for a 7 month
period payable in advance in monthly
installments of 7,732.83 subject to proration
in the case of any partial calendar month.
All rent shall be payable without offset or
deduction. Rent is calculated on the rate of
$20.00 per square foot with an additional
charge of $1.50 per square foot for
electricity
5. SECURITY Upon the execution of this lease, the LESSEE
DEPOSIT shall pay to the LESSOR the amount of
(FILL IN) $15,465.66 dollars, which shall be held as a
security for the LESSEE's performance as
herein provided and refunded to the LESSEE at
the end of this lease, without interest,
subject to the LESSEE's satisfactory
compliance with the conditions hereof.
6. RENT
ADJUSTMENT
A. TAX
ESCALATION
(FILL IN OR DELETE)
B. OPERATING
COST
ESCALATION
(FILL IN OR DELETE)
C. CONSUMER
PRICE
ESCALATION
(FILL IN OR DELETE)
7. UTILITIES The LESSOR agrees to provide all utility
service and to furnish reasonably hot and
*DELETE "AIR cold water and reasonable heat and air
CONDITIONING" IF NOT conditioning to the leased premises, the
APPLICABLE hallways, stairways, elevators, and
lavatories during normal business hours on
regular business days of the heating and air
conditioning seasons of each year, to furnish
elevator service and to light passageways and
stairways during business hours, and to
furnish such cleaning service as is customary
in similar buildings in said city or town,
all subject to interruption due to any
accident, to the making of repairs,
alterations, or improvements, to labor
difficulties, to trouble in obtaining fuel,
electricity, service or supplies from the
sources from which they are usually obtained
for said building, or to any cause beyond the
LESSOR's control.
LESSOR shall have no obligation to provide
utilities or equipment other than the
utilities and equipment within the premises
as of the commencement date of this lease. In
the event LESSEE requires additional
utilities or equipment, the installation and
maintenance thereof shall be the LESSEE's
sole obligation, provided that such
installation shall be subject to the written
consent of the LESSOR.
8. USE OF LEASED The LESSEE shall use the leased premises only
PREMISES for the purposes of General office
(FILL IN) activities.
9. COMPLIANCE The LESSEE acknowledges that no trade or
WITH LAWS occupation shall be conducted in the leased
premises or use made thereof which will be
unlawful, improper, noisy or offensive, or
contrary to any law or any municipal by-law
or ordinance in force in the city or town in
which the premises are situated. Without
limiting the generality of the foregoing (a)
the LESSEE shall not bring or permit to be
brought or kept in or on the leased premises
or elsewhere on the LESSOR's property any
hazardous, toxic, inflammable, combustible or
explosive fluid, material, chemical or
substance, including without limitation any
item defined as hazardous pursuant to Chapter
21E of the Massachusetts General laws; and
(b) the LESSEE shall be responsible for
compliance
with requirements imposed by the American
with Disabilities Act relative to the layout
of the leased premises and any work performed
by the LESSEE therein.
10. FIRE INSURANCE The LESSEE shall not permit any use of the
leased premises which will make voidable any
insurance on the property of which the leased
premises are a part, or on the contents of
said property or which shall be contrary to
any law or regulation from time to time
established by the New England Fire Insurance
Rating Association, or any similar body
succeeding to its powers. The LESSEE shall on
demand reimburse the LESSOR, and all other
tenants, all extra insurance premiums caused
by the LESSEE's use of the premises.
11. MAINTENANCE The LESSEE agrees to maintain the leased
premises in good condition, damage by fire
A. LESSEE'S and other casualty only excepted, and
OBLIGATIONS whenever necessary, to replace plate glass
and other glass therein, acknowledging that
the leased premises are now in order and the
glass whole. The LESSEE shall not permit the
leased premises to be overloaded, damaged,
stripped, or defaced, nor suffer any waste.
LESSEE shall obtain written consent of LESSOR
before erecting any sign on the premises.
▇. ▇▇▇▇▇▇'▇ The LESSOR agrees to maintain the structure
OBLIGATIONS of the building of which the leased premises
are a part in the same condition as it is at
the commencement of the term or as it may be
put in during the term of this lease,
reasonable wear and tear, damage by fire and
other casualty only excepted, unless such
maintenance is required because of the LESSEE
or those for whose conduct the LESSEE is
legally responsible.
12. ALTERATIONS - The LESSEE shall not make structural
ADDITIONS alterations or additions to the leased
premises, but may make non-structural
alterations provided the LESSOR consents
thereto in writing, which consent shall not
be unreasonably withheld or delayed. All such
allowed alterations shall be at LESSEE's
expense and shall be in quality at least
equal to the present construction. LESSEE
shall not permit any mechanics' liens, or
similar liens, to remain upon the leased
premises for labor and material furnished to
LESSEE or claimed to have been performed at
the direction of LESSEE an shall cause any
such lien to be released of record forthwith
without cost to LESSOR. Any alterations or
improvements made by the LESSEE shall become
the property of the LESSOR at the termination
of occupancy as provided herein.
13. ASSIGNMENT - The LESSEE shall not assign or sublet the
SUBLEASING whole or any part of the leased premises
without LESSOR's prior written consent.
Notwithstanding such consent, LESSEE shall
remain liable to
LESSOR for the payment of all rent and for
the full performance of the covenants and
conditions of this lease.
14. SUBORDINATION This lease shall be subject and subordinate
to any and all mortgages, deeds of trust and
other instruments in the nature of a
mortgage, now or at any time hereafter, a
lien or liens on the property of which the
leased premises are a part and the LESSEE
shall, when requested, promptly execute and
deliver such written instruments as shall be
necessary to show the subordination of this
lease to said mortgages, deeds of trust or
other such instruments in the nature of a
mortgage.
15. LESSOR'S The LESSOR or agents of the LESSOR may, at
ACCESS reasonable times, enter to view the leased
premises and may remove placards and signs
not approved and affixed as herein provided,
and make repairs and alterations as LESSOR
should elect to do and may show the leased
premises to others, and at any time affix to
any suitable part of the leased premises a
notice for letting or selling the leased
premises or property of which the leased
premises are a part and keep the same so
affixed without hindrance or molestation.
16. INDEMNIFICATION The LESSEE shall save the LESSOR harmless
AND LIABILITY from all loss and damage occasioned by
(FILL IN) anything occurring on the leased premises
unless caused by the negligence or misconduct
of the LESSOR, and from all loss and damage
wherever occurring occasioned by any
omission, fault, neglect or other misconduct
of the LESSEE. The removal of snow and ice
from the sidewalks bordering upon the leased
premises shall be Lessor's responsibility.
17. LESSEE'S The LESSEE shall maintain with respect to the
LIABILITY leased premises and the property of which the
INSURANCE leased premises are a part comprehensive
(FILL IN) public liability insurance in the amount of
$2,000,000.00 with property damage insurance
in limits of $2,000,000.00 in responsible
companies qualified to do business in
Massachusetts and in good standing therein
insuring the LESSOR as well as LESSEE against
injury to persons or damage to property as
provided. The LESSEE shall deposit within the
LESSOR certificates for such insurance at or
prior to the commencement of the term, and
thereafter within thirty (30) days prior to
the expiration of any such policies. All such
insurance certificates shall provide that
such policies shall not be cancelled without
at least ten (10) days prior written notice
to each assured named therein.
18. FIRE, CASUALTY - Should a substantial portion of the leased
EMINENT DOMAIN premises, or of the property of which they
are a part, be substantially damaged by fire
or other casualty, or be taken by eminent
domain, the
LESSOR may elect to terminate this lease.
When such fire, casualty, or taking renders
the leased premises substantially unsuitable
for their intended uses, a just and
proportionate abatement of rent shall be
made, and the LESSEE may elect to terminate
this lease if:
(a) The LESSOR fails to give written
notice within thirty (30) days of
intention to restore leased
premises, or
(b) The LESSOR fails to restore the
leased premises to a condition
substantially suitable for their
intended use within ninety (90)
days of said fire, casualty or
taking.
The LESSOR reserves, and the LESSEE grants to
the LESSOR, all rights which the LESSEE may
have for damages or injury to the leased
premises for any taking by eminent domain,
except for damage to the LESSEE's fixtures,
property, or equipment.
19. DEFAULT AND In the event that:
BANKRUPTCY
(FILL IN) (a) The LESSEE shall default in the
payment of any installment of rent
or other sum herein specified and
such default shall continue for ten
(10) days after written notice
thereof; or
(b) The LESSEE shall default in the
observance or performance of any
other of the LESSEE's covenants,
agreements, or obligations
hereunder and such default shall
not be corrected within thirty (30)
days after written notice thereof;
or
(c) The LESSEE shall be declared
bankrupt or insolvent according to
law, or, if any assignment shall be
made of LESSEE's property for the
benefit of creditors.
then the LESSOR shall have the right
thereafter, while such default continues, to
re-enter and take complete possession of the
leased premises, to declare the term of this
lease ended, and remove the LESSEE's effects,
without prejudice to any remedies which might
be otherwise used for arrears of rent or
other default. The LESSEE shall indemnify the
LESSOR against all loss of rent and other
payments which the LESSOR may incur by reason
of such termination during the residue of the
term. If the LESSEE shall default, after
reasonable notice thereof, in the observance
or performance of any conditions or covenants
on LESSEE's part to be observed or performed
under or by virtue of any of the provisions
in any article of this lease, the LESSOR,
without being under any obligation to do so
and without thereby waiving such default, may
remedy such default for the account
and at the expense of the LESSEE. If the
LESSOR makes any expenditures or incurs any
obligations for the payment of money in
connection therewith, including but not
limited to, reasonable attorney's fees in
instituting, prosecuting or defending any
action or proceeding, such sums paid or
obligations insured, with interest at the
rate of 18% percent per annum and costs,
shall be paid to the LESSOR by the LESSEE as
additional rent.
20. NOTICE Any notice from the LESSOR to the LESSEE
(FILL IN) relating to the leased premises or to the
occupancy thereof, shall be deemed duly
served, if left at the leased premises
addressed to the LESSEE, or if mailed to the
leased premises, registered or certified
mail, return receipt requested, postage
prepaid, addressed to the LESSEE. Any notice
from the LESSEE to the LESSOR relating to the
leased premises or to the occupancy thereof,
shall be deemed duly served, if mailed to the
LESSOR by registered or certified mail,
return receipt requested, postage prepaid,
addressed to the LESSOR at such address as
the LESSOR may from time to time advise in
writing. All rent notices shall be paid and
sent to the LESSOR at ▇.▇. ▇▇▇ ▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
21. SURRENDER The LESSEE shall at the expiration or other
termination of this lease remove all LESSEE's
goods and effects from the leased premises,
(including, without hereby limiting the
generality of the foregoing, all signs and
lettering affixed or painted by the LESSEE,
either inside or outside the leased
premises). LESSEE shall deliver to the LESSOR
the leased premises and all keys, locks
thereto, and other fixtures connected
therewith and all alterations and additions
made to or upon the leased premises, in good
condition, damage by fire or other casualty
only excepted. In the event of the LESSEE's
failure to remove any of LESSEE's property
from the premises, LESSOR is hereby
authorized, without liability to LESSEE for
loss or damage thereto, and at the sole risk
of LESSEE, to remove and store any of the
property at LESSEE's expense, or to retain
same under LESSOR's control or to sell at
public or private sale, without notice any or
all of the property not so removed and to
apply the net proceeds of such sale to the
payment of any sum due hereunder, or to
destroy such property.
22.
(FILL IN OR DELETE)
23. CONDITION OF Except as may be otherwise expressly set
PREMISES forth herein, the LESSEE shall accept the
leased premises "as is" in their condition as
of the commencement of the term of this
lease, and the LESSOR shall be obligated to
perform no work whatsoever in order to
prepare the leased premises for occupancy by
the
LESSEE.
24. FORCE In the event that the LESSOR is prevented or
MAJEURE delayed from making any repairs or performing
any other covenant hereunder by reason of any
cause reasonably beyond the control of the
LESSOR, the LESSOR shall not be liable to the
LESSEE therefore nor, except as expressly
otherwise provided in case of casually or
taking, shall the LESSEE be entitled to any
abatement or reduction of rent by reason
thereof, nor shall the same give rise to a
claim by the LESSEE that such failure
constitutes actual or constructive eviction
from the leased premises or any part thereof.
25. LATE If rent or any other sum payable hereunder
CHARGE remains outstanding for a period of ten (10)
days, the LESSEE shall pay to the LESSOR a
late charge equal to one and one-half percent
(1.5%) of the amount due for each month or
portion thereof during which the arrearage
continues.
26. LIABILITY No owner of the property of which the leased
OF OWNER premises are a part shall be liable hereunder
except for breaches of the LESSOR's
obligations occurring during the period of
such ownership. The obligations of the LESSOR
shall be binding upon the LESSOR's interest
in said property, but not upon other assets
of the LESSOR, and no individual partner,
agent, trustee, stockholder, officer,
director, employee or beneficiary of the
LESSOR shall be personally liable for
performance of the LESSOR's obligations
hereunder.
27. OTHER
PROVISIONS
IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this 11
day of February, 2004.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ /s/ illegible
--------------------------------------- -------------------------------------
LESSEE Momenta Pharmaceutical, Inc. LESSOR ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Realty Trust
--------------------------------------- -------------------------------------
LESSEE LESSOR
RIDER TO COMMERCIAL LEASE
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ REALTY TRUST ("LESSOR")
MOMENTA PHARMACEUTICALS, INC. ("LESSEE")
PREMISES: ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
A. PARAGRAPH 4, CONTINUED
Included with the leased premises, at no extra cost to LESSEE, are 12
outdoor Parking spaces.
B. PARAGRAPH 7, CONTINUED
For the avoidance of doubt, LESSOR and LESSEE have agreed that (i) normal
business hours at 7am-7pm Monday through Friday and 10am-3pm Saturdays an
Sundays; (ii) LESSOR will provide a cleaning service Monday through Friday
evenings to clean the leased premises and common areas (e.g. dust, vacuum,
empty wastebaskets, clean the lavatories); (iii) LESSOR will be responsible
for minor maintenance repairs (e.g. light bulb replacement, etc.), such
services to typically be performed in the evenings or on weekends; and (iv)
LESSOR is providing all utilities typical for normal, general office space.
C. PARAGRAPH 11, CONTINUED
Subsection 11(a) shall be modified (i) inserting words "(but only in the
event such replacement is required as a result of LESSEE's negligence or
willful misconduct)" after the words to "replace plate glass and other
glass therein" and (ii) inserting the words "generally (subject to the last
sentence of 11(b) below)" after "now" and before "in".
Subsection 11(b) shall be supplemented with the following "Notwithstanding
anything herein to the contrary, LESSOR shall repair, replace and maintain
in good condition and order the roof (including the roof membrane), walls,
foundations, floor slab and other structural elements of the building, and
the HVAC, plumbing, electrical, mechanical and other systems serving the
leased premises and the building.
E. PARAGRAPH 12, CONTINUED
LESSOR agrees that LESSEE will be wiring the premises for computer, telecom
and security.
F. PARAGRAPH 13, CONTINUED
LESSOR agrees that it shall not unreasonably withhold, condition or delay
its consent to an assignment or sublet of the whole or any part of the
leased premises. Notwithstanding the provisions of Paragraph 13 to the
contrary, LESSOR's consent shall not be required for any assignment or
sublet to an entity controlling, controlled by, in common control with
LESSEE, nor to any entity that succeeds to LESSEE's interest in this lease
by reason of merger, sale/acquisition (whether by consolidation or
reorganization; provided, however, such successor entity shall have a net
worth comparable to LESSEE as of the
date of such assignment and/or sublet or the date of execution of this
lease, whichever is less.
G. PARAGRAPH 15, CONTINUED
Notwithstanding the foregoing it is expressly agreed that unless otherwise
agreed in writing, (i) all repairs and alterations shall be performed after
normal business hours unless such repair or alteration is an emergency
repair or alteration, and in any event LESSOR shall use commercially
reasonable efforts to avoid disruptions to LESSEE's business operations and
(ii) LESSOR's right to view or show the leased premises, or to permit an
agent to do so, shall be subject to minimum of twenty-four (24) hours
notice to LESSEE and in any event LESSOR shall use commercially reasonable
efforts to avoid disruption to LESSEE's business operations.
H. PARAGRAPH 16, CONTINUED
The first sentence of Paragraph 16 shall be stricken in its entirety and
replaced with the following: "The LESSEE shall save the LESSOR harmless
from all loss and damage occasioned by anything occurring on the leased
premises to the extent such loss and damage is caused by LESSEE or LESSEE's
invitees, excluding any loss or damage caused by the negligence or
misconduct of the LESSOR."
I. PARAGRAPH 18, CONTINUED
In subsection (b), "ninety (90)" days shall be replaced with "thirty (30)
days".
J. PARAGRAPH 19, CONTINUED
"18%" shall be replaced with "10%".
K. CASUALTY INSURANCE.
LESSOR shall carry at all times during the term of the lease with respect
to the leased premises and the property of which the leased premises are a
part, insurance against loss or damage from fire and other casualties
ordinarily included in a standard extended coverage or "all risks"
endorsement. Such insurance shall be in an amount equal to at least the
replacement value of said property, issued by companies qualified to do
business in Massachusetts.
M. WAIVER OF SUBROGATION.
LESSOR and LESSEE will each use its best efforts to cause all policies of
fire, extended coverage, and other physical damage insurance covering the
Premises, the Building and any property therein to contain the insurers'
waiver of subrogation and consent to pre-loss waiver of rights over by the
insured. Notwithstanding any provisions of this lease to the contrary,
LESSOR and LESSEE respectively waive all claims and rights to recover
against the other for injury or loss due to hazards covered by insurance
containing said clause or endorsement to the extent of the injury or loss
covered thereby.
If such provision or waiver is not obtainable without the payment of an
additional premium, the party shall be relieved of its obligation to obtain
or continue such provision or waiver in its policy or policies unless, in
the case in which the same is obtainable upon payment of an additional
premium, the other party pays such additional premium.
AGREED
LESSEE:
MOMENTA PHARMACEUTICALS, INC.
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------
LESSOR:
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ REALTY TRUST
BY: /s/ Illegible
----------------------------
