SUBLEASE
THIS SUBLEASE is made effective as of January 1, 1998 by and between
520 COMMONWEALTH REAL ESTATE CORPORATION, a Massachusetts corporation
("Sublandlord") and SERAGEN, INC., a Delaware corporation ("Subtenant").
RECITALS:
WHEREAS, by Lease dated September 24, 1992 (the "Lease") by and between
Xxxxxx Xxxxxxxx, as Landlord ("Landlord"), and Subtenant, as Tenant, Subtenant
leased the entire building located at 00 Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx, containing approximately 64,287 square feet of space (the
"Premises"); and
WHEREAS, Subtenant has assigned all of its right, title and interest as
Tenant under the Lease to Sublandlord, all pursuant to an Assignment of Lease
and Agreement dated as of December 31, 1997, by and among Subtenant,
Sublandlord and Landlord; and
WHEREAS, Subtenant and Sublandlord each desire that a certain portion of
the Premises be sublet to Subtenant, which portion contains approximately (I)
3,253 square feet of space ("Sublet Premises") and (ii) 1,052 square feet of
shared common area ("Common Area"), as more fully described in Exhibit A
attached hereto and incorporated by reference herein and all upon the terms
and conditions contained herein;
NOW THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, the parties hereto hereby agree as
follows:
1. Sublet Premises. Sublandlord does hereby sublease to Subtenant the
Sublet Premises for the term and upon the conditions hereinafter
provided.
2. Proportionate Share. The parties agree that Subtenant's "Proportionate
Share" of the Premises is 5.88%.
3. Term. This Sublease shall commence on January 1, 1998 and shall continue
until January 31, 1999. Subtenant shall have two successive options to
extend the term of this Sublease each for a period of one year for the
Rent specified in Sections 4 and 5 of this Sublease (i.e., if, and only
if, Subtenant exercises the option to extend the term of this Sublease
for an additional year, it will have an option at the end of such year to
extend the term for a second year). If Subtenant desires to extend this
Sublease, it shall provide written notice to Sublandlord not less than
ninety (90) prior to the termination of this Sublease or the first
extension thereof.
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4. Rent. Subtenant shall pay to Sublandlord, monthly in advance on the
first day of each month, Sublandlord's Base Rent for the Sublet Premises
pursuant to the Lease, and 50% of Sublandlord's Base Rent for the Common
Area pursuant to the Lease.
5. Additional Rent. Subtenant shall pay to Sublandlord its Proportionate
Share of any Additional Rent payable by Sublandlord pursuant to Article
IV of the Lease and Section 6.6 of the Lease. Sublandlord shall notify
Subtenant of any such Additional Rent payable by Sublandlord under
Article IV of the Lease.
6. Assignment and Sub-subletting. Subtenant shall have no right to assign
its interest under this Sublease or to further sublet all or any portion
of the Sublet Premises, without first obtaining the written consent of
Sublandlord, which consent may be withheld in Sublandlord's sole and
absolute discretion.
7. Incorporation of Lease. Except as set forth in this Sublease, this
Sublease shall otherwise be on the same terms and conditions as the
Lease, which is hereby incorporated by reference herein; provided,
however, that (i) each reference in the Lease to the "Lessor" shall be
deemed to be a reference to Sublandlord hereunder, each reference in the
lease to "Lessee" shall be deemed to be a reference to Subtenant
hereunder, and each reference in the Lease to the "Demised Premises"
shall be deemed to be a reference to the Sublet Premises hereunder;
(ii) in any instance or case where the consent of Landlord under the
Lease is required for the exercise or enjoyment of Tenant's rights under
the Lease, such consent shall be deemed for purposes of this Sublease to
be required by both Sublandlord under this Sublease and Landlord under
the Lease, and the giving of such consent by Sublandlord under this
Sublease shall be subject in all respects to the further consent of
Landlord under the Lease; and (iii) the provisions of Articles XXXI
and XXXIII of the Lease shall not be incorporated into this Sublease.
8. Entire Agreement. This Sublease represents the entire agreement between
the parties hereto with respect to the subject matter hereof, and
supersedes any and all prior agreements or drafts, written or oral, with
respect to the subject matter hereof.
9. Notices. Any notice given by either party hereunder shall be in writing
and shall be deemed given if delivered by hand, posted by certified mail,
return receipt requested, or delivered by a nationally recognized
overnight courier, addressed as follows:
If to Sublandlord: Boston University
000 Xxxxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Treasurer
If to Subtenant: Seragen, Inc.
00 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
11. Governing Law. This Sublease shall be governed by and constructed in
accordance with the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have hereunto caused this Sublease
to be executed as an instrument under seal by their duly authorized officers,
all as of the day and year first above written.
SUBLANDLORD:
520 COMMONWEALTH REAL ESTATE
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx, President
SUBTENANT:
SERAGEN, INC.
By: /s/ Reed R. Prior
--------------------------------
Reed R. Prior, Chairman and CEO
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