Exhibit 10.12
SECOND AMENDMENT LEASE FROM
TRUSTEES OF THE CAMBRIDGE EAST TRUST
TO METASYN, INC.
This is the Second Amendment made as of as of September 17, 1994 to the
Lease dated July 7, 1992 between the Trustees of The Cambridge East Trust, as
Landlord, and Metasyn, Inc., as Tenant, for premises at 00 Xxxxxx Xxxxxx and 00
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx (the "Lease").
Whereas, the Landlord is willing and the Tenant wishes (i) to lease as
additional premises a portion of the premises at 00 Xxxxxx Xxxxxx, Xxxxxxxxx and
(ii) to make certain other amendments, all on the terms and conditions stated in
the Lease as modified in this Second 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 Second
Amendment for the original Section 1 Reference Data and the Lease is hereby so
amended.
The Premises added to the Lease by this Second Amendment are delivered
by Landlord and accepted by Tenant "as is".
2. Sections 3.5, 3.6 and 3.7, pertaining Tenant's expansion to premises
at 00 Xxxxxx Xxxxxx and 00 Xxxxxx Xxxxxx, shall be of no further force or effect
(but this shall not be construed to affect Tenant's rights to receive payment
for Tenant's Improvements as stated in Section 3.6 as to the Premises added by
this Second Amendment, which remain as stated in Section 3.6).
3. Section 8.1 Compliance with Law, including Hazardous Materials is
amended by adding the following at the end of the second paragraph "Exhibit 4
hereto states the standard to which Tenant shall restore the Premises at the end
of the Term as required in Section 8.1 of the Lease".
4. Except as amended herein, the Lease is ratified and confirmed.
5. Agreement Made Only When Amendment Signed. This Amendment shall bind Landlord
and Tenant only when executed and delivered by both. This Amendment when signed
by one party and delivered to the other, shall constitute an offer to enter into
the Amendment on the terms set forth herein. No submission of this Amendment,
unsigned by either party to the other, shall constitute an offer.
1
LEASE
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WITH SECOND AMENDMENT
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As of September 17, 1994
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: July 7, 1992, as previously amended by the First Amendment dated
October 25, 1993 and as further amended by this Second Amendment.
PREMISES: (i) The premises shown on Exhibit 1 to the Lease containing
approximately 2,500 square feet located in the 2,500 square foot building known
as and numbered 00 Xxxxxx Xxxxxx, (xx) the premises shown on Exhibit 2 to the
Lease containing approximately 5,000 square feet in the 5,000 square foot
building known as and numbered 00 Xxxxxx Xxxxxx, and (iii) the Premises shown on
Exhibit 6 to the Lease, containing approximately 2,500 square feet in the 2,500
building known as and numbered 00 Xxxxxx Xxxxxx, all in Cambridge, Massachusetts
(collectively, the Building.)
LANDLORD: Trustees of The Cambridge East Trust, as Trustees and not individually
ORIGINAL ADDRESS OF LANDLORD:
c/x Xxxx and Company, Inc.
000 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
TENANT: Metasyn, Inc., a Delaware corporation
ORIGINAL ADDRESS OF TENANT:
00 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
TERM: Five years two months
EXTENSION OPTION: See Section 3.4 of Lease
COMMENCEMENT DATE: November 1, 1992
TERMINATION DATE: December 31, 1997
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ANNUAL FIXED RENT: Through September 17, 1994 - As stated in the Lease
September 18, 1994 - December 31, 1994 - $ 26,000.00
January 1, 1995 - December 31, 1995 - $ 100,000.00
January 1, 1996 - December 31, 1996 - $ 110,000.00
January 1, 1997 - December 31, 1997 - $ 120,000.00
MONTHLY PAYMENT: Through September 17, 1994 - As stated in the Lease
September 18, 1994 - September 30, 1994 - $ 3,500.00
October 1, 1994 - December 31, 1994 - $ 7,500.00
January 1, 1995 - December 31, 1995 - $ 8,333.33
January 1, 1996 - December 31, 1996 - $ 9,166.67
January 1, 1997 - December 31, 1997 - $ 10,000.00
LANDLORD'S RENOVATIONS, ALTERATIONS, IMPROVEMENTS: As stated in Section
3.6 of the Lease
TENANT'S PERCENTAGE OF OPERATING EXPENSES
& REAL ESTATE TAXES: 100% as to all Premises
TAX BASE YEAR: None
PERMITTED USES: Office and laboratory use and ancillary animal space to the
extent permitted by applicable law, and no other use
SECURITY DEPOSIT: As stated in the Lease
BROKER: Lynch, Murphy, Xxxxx & Partners - as to the Lease
None as to this Second Amendment
Signatures
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LANDLORD: TENANT:
Trustees of The Cambridge East
Trust, as Trustees and not individually
By: Xxxx and Company, Inc. Metasyn, Inc.
Managing Agent
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxxx
________________________ __________________________
Xxxxxxx X. Xxxxxxx,
President and Treasurer
hereunto duly authorized hereunder duly authorized
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Assistant Secretary's Certificate
The undersigned hereby certifies (1) that he is the duly elected
Assistant Secretary of the corporation executing this Lease as amended by this
Second Amendment 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 Lease as amended by this Second Amendment and has duly
empowered the person who executed this Second Amendment 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 as amended by this Second Amendment is consistent with and does
not contravene or violate the law and governing documents under which Tenant is
organized and operated.
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Assistant Secretary
EXHIBIT 4
Clean-up Requirements,
Including Standards for Biological, Chemical and Radioactive Agents
General
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Except as more specifically addressed below, Sublessee shall remove any
Hazardous Substances released by Sublessee on, under or adjacent to the Premises
to levels below the "reportable" or "releasable" concentration and/or quantities
of such Hazardous Substances set forth in applicable Hazardous Substance Laws.
The following shall also apply to biological, chemical and radioactive agents.
Biological
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Applicable regulatory requirements shall be adhered to (for example, if
the bloodbourne pathogen standard is applicable, the requirements for clean up
and decontamination included in 29 CFR 1910.1030 shall be adhered to).
Where no applicable regulatory requirements exist, National Institutes
of Health (NIH) guidelines for general cleaning and disinfecting areas where
biological agents were used, such as presently set forth in the NIH's
"Laboratory Safety Monograph - A supplement to the NIH Guidelines for
Recombinant DNA Research", shall be adhered to.
Chemical
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Applicable regulatory requirements shall be adhered to.
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Where no applicable regulatory requirements exist, general cleaning of
all working and walking surfaces of the laboratories shall be performed using an
appropriate industrial strength cleaner.
Without limiting the foregoing, any disposal of washing solutions from
the Premises after cleanup shall conform with Massachusetts Water Resources
Authority and other applicable regulatory requirements.
Radioactive
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Applicable regulatory requirements shall be adhered to, including
without limitation Nuclear Regulatory Commission (NRC) licensing, documentation
and decommissioning requirements and procedures.
All radioactivity, including materials regulated under the Atomic
Energy Act of 1954 and unregulated radioactive materials, shall be removed from
the Premises using NRC decontamination procedures so that all radioactive
materials remaining on the Premises are below the guidelines of NRC Regulatory
Guide 1.86.
Without limiting the foregoing, all regulated radioactive materials
shall be removed in compliance with NRC licensing and decommissioning
requirements, and Tenant shall provide Landlord with a copy of the acceptance
letter from the NRC stating that the Premises have been decontaminated and
decommissioned properly.
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