EXHIBIT 10.57
MASSACHUSETTS BIOTECHNOLOGY RESEARCH PARK
SPACE LEASE
to
BIOJECT MEDICAL TECHNOLOGIES, INC.
RIDER AND ADDENDUM
The Space Lease of the Premises in the building known as Three Biotech Park from
WORCESTER BUSINESS DEVELOPMENT CORPORATION to BIOJECT MEDICAL TECHNOLOGIES, INC.
to which this Rider and Addendum is attached is modified and amended by
incorporation of the following additional provisions:
A. The following provisions (i) will continue in effect so long as Teachers
Insurance and Annuity Association of America ("TIAA"), its successors or
assigns, holds a mortgage of the Building and will be considered permanent
amendments to this Space Lease upon the foreclosure or granting of a deed in
lieu of foreclosure of any such mortgage, but (ii) will cease to be in effect
automatically upon the discharge of any such mortgage:
A-1. Occupancy Arrangements. Notwithstanding the provisions of Article 13
to the contrary, Tenant agrees that Tenant may not enter into an Occupancy
Arrangement with a Person who is affiliated with Tenant unless (a) the Person
has a net worth, determined in accordance with generally accepted accounting
principles, at least equal to Tenant's net worth and (b) the Person agrees to be
bound by the obligations of Tenant under the Lease, including, without
limitation, the covenant against further Occupancy Arrangements. Tenant agrees
not to enter into any Occupancy Arrangement which provides for Rent based in
whole or in part on the net income or profits derived by any Person from the
Premises, and any such Occupancy Arrangement will be void, provided that nothing
in this paragraph A-1 will be deemed to prohibit Occupancy Arrangements which
provide for Rent based upon a percentage of sales or receipts.
A-2. Hazardous Materials. In addition to and not in limitation of the
provisions of Section 10.04, Tenant agrees to execute affidavits,
representations and certificates from time to time at Landlord's request
concerning Tenant's best knowledge and belief regarding the presence of
Hazardous Substances on the Premises.
A-3. Tenant's Insurance. In addition to the limits required under Section
15.01, Tenant agrees to keep in force comprehensive general liability insurance
against claims for personal injury, death and property damage occurring with
respect to Tenant's occupancy of the Premises having primary combined single
limit coverage of at least $3,000,000 per occurrence.
A-4. Restoration. Notwithstanding the provisions of Article 17, Landlord's
obligation to restore the Building following damage by fire or other casualty is
limited to the amount of insurance proceeds available to Landlord for
restoration purposes.
A-5 Partial Taking. Notwithstanding the provisions of Section 18.02,
Landlord's obligation to restore the Building following a Partial Taking is
limited to the amount of condemnation proceeds available to Landlord for
restoration purposes.
B. The following provisions will continue in effect throughout the Lease Term:
B-1 Delete the definition of "Substantial Completion Date" and insert the
following: The date on which the improvements to be constructed by Landlord
pursuant to B-3 of this Rider are completed.
B-2 The only rent obligation of the Tenant under this Lease shall be the
obligation to pay the Basic Rent and notwithstanding Article 6 of this Lease or
any other term or provision of this Lease, no Additional Rent shall be owing to
the Landlord.
B-3 The Exclusive Premises shall be remodeled for Tenant's use at the cost
of Landlord as follows:
a. Install a demising partition to create separate office areas 425
and 425A.
b. Install a new entry door and sidelight from Common Corridor A into
Office 425A.
c. Install a new door from Office 425A into Lab 429.
d. Remove existing casework and partition and create new opening
between Lab 429 and Lab 430A.
e. Install new 8-foot frame hood and associated mechanical and
plumbing systems in Lab 430A.
B-4 Upon execution of this Lease, Tenant shall pay $7,500.00 to Landlord to
be applied to the cost of the frame hood to be installed by Landlord pursuant to
B-3 of this Rider. If Tenant and Landlord enter a new lease or lease extension
of at least one (1) year in length, Landlord agrees to provide a credit to
Tenant against rent due under the new lease or the extension in the amount of
$7,500.00.
B-5 Landlord agrees to clean the Premises, repair any damaged surfaces,
repaint walls as needed, and ensure that all building systems serving the
Premises are in working order.
B-6 Article 6 and Article 24 are deleted in their entirety.
B-7 Sections 7.01, 7.02, 7.03, 7.04 and 8.05 are deleted in their entirety.
B-8 Exhibit D and Exhibit E are deleted in their entirety.