EXHIBIT 10.25
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, and
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
(FILL IN AND INCLUDE, IF on the third floor of ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
FLOOR NUMBER, AND
SQUARE FEET) together with the right to use in common,
with others entitled thereto, the
hallways, stairways, and elevators,
necessary for access to sold leased
premises, and lavatories nearest thereto.
3. TERM The term of this lease shall be for eight
(FILL IN) (8) months commencing on November 1, 2003
and ending on June 30, 2004.
4. RENT The LESSEE shall pay to the LESSOR fixed
(FILL IN) rent at the rate of $61,862.64, for a 8
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
DEPOSIT LESSEE shall pay to the LESSOR the amount
(FILL IN) of $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
cold water and reasonable heat and air
conditioning to the leased premises, the
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
*DELETE AIR CONDITIONING" passageways and stairways during business
IF NOT APPLICABLE 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
PREMISES only for the purpose of General office
(FILL IN) activities.
9. COMPLIANCE WITH The LESSEE acknowledges that no trade or
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 Americans 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 good
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
OBLIGATIONS structure 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 furnished to LESSEE
in connection with work of any character
performed or claimed to have been
performed at the direction of LESSEE and
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 ACCESS The LESSOR or agents of the LESSOR may, at
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 LIABILITY The LESSEE shall maintain with respect to
INSURANCE the leased premises and the property of
(FILL IN) which the leased premises are a part
comprehensive 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 properly as provided.
The LESSEE shall deposit with 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 use, 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 falls 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% per cent 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. BROKERAGE The Broker(s) named herein , ▇▇▇▇▇▇▇▇▇ &
(FILL IN OR DELETE) ▇▇▇▇ Co., Inc. warrant(s) that he (they)
is (are) duly licensed as such by the
Commonwealth of Massachusetts, and join(s)
in this agreement and become(s) a party
hereto, insofar as any provisions of this
agreement expressly apply to him (them),
and to any amendments or modifications of
such provisions to which he (they)
agree(s) in writing.
LESSOR agrees to pay the above-named
Broker upon the term commencement date a
fee for professional services of Two
Thousand, Eight Hundred Seventy-Seven and
33/100 ($2,877.33) Dollars. The LESSEE
warrants and represents that it has dealt
with no other broker entitled to claim a
commission in connection with this
transaction and shall indemnify the LESSOR
from and against any such claim, including
without limitation reasonable attorneys'
fees incurred by the LESSOR in connection
therewith.
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 MAJEURE In the event that the LESSOR is prevented
or 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 therefor nor,
except as expressly otherwise provided in
case of casualty 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 CHARGE If rent or any other sum payable hereunder
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 OF No owner of the property of which the
OWNER leased 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
16th day of October, 2003
/s/ ▇.▇. ▇▇▇▇▇▇▇▇▇ /s/ Illegible
-------------------------------------- ----------------------------------------
LESSEE Momenta Pharmaceuticals, Inc. LESSOR ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Realty Trust
-------------------------------------- ----------------------------------------
LESSEE LESSOR
------------------------------------------------
BROKER(S) ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ Co., Inc.
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 are 7am-7pm Monday through Friday and 10am-3pm
Saturdays and 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 evening 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 by (i) inserting the 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 word "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 slabs and other structural
elements of the building, and the HVAC, plumbing, electrical, mechanical
and other systems serving the leased premises and the building. In
addition, LESSOR agrees to patch and repair the damaged walls in the
conference room and large office space and thoroughly vacuum the floors
prior to LESSEE's occupancy of the leased premises.
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
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with LESSEE, nor to any entity that succeeds to LESSEE's interest in
this lease by reason of merger, sale/acquisition (whether by reason of
the sale/acquisition of all or substantially all of the stock or
assets), 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 disruption 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 a 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-
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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
------------------------------------------
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EXTENSION OF LEASE
It is agreed between Momenta Pharmaceuticals, Inc., LESSEE, and ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ Realty Trust, LESSOR, that the lease for four thousand, three hundred and
sixteen (4,316) square feet of office space located on the third floor of ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and dated October 16, 2003 be extended for-
a period of two (2) months commencing July 1, 2004 and ending August 31, 2004.
LESSEE:
Momenta Pharmaceuticals, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Date: February 6, 2004
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LESSOR:
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Realty Trust By:
By: /s/ Illegible
-----------------------------------------
Date: February 11, 2004
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