STANDARD FORM COMMERCIAL LEASE
Member Greater Boston Real Estate Board
1. PARTIES
Pine Street Realty Trust ("LESSOR"), which expression shall include its heirs,
successors, and assigns where the context so admits, does hereby lease to
Symbollon Corporation
2. PREMISES
("LESSEE"), which expression shall include their successors, executors,
administrators, and assigns where the context so admits, and the LESSEE hereby
leases the following described premises: 5,400 rentable SF at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, together with the right to use in common, with
others entitled thereto, the hallways, stairways, elevators, and parking,
necessary for access to said leased premises, and lavatories nearest thereto.
3. TERM
The term of this lease shall be for Five (5) years commencing on July 1, 1997
and ending on August 31, 2002.
4. RENT
The LESSEE shall pay to the LESSOR rent at the rate of (see attached addendum)
dollars per year, payable in advance in monthly installments of (See attached
addendum).
5. SECURITY DEPOSIT
Upon the execution of this lease, the LESSEE shall pay to the LESSOR $2,363.50
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 subject to
the LESSEE's satisfactory compliance with the conditions hereof.
6. RENT ADJUSTMENT
Not Applicable
7. UTILITIES
The LESSEE shall pay, as they become due, all bills for electricity, gas, water
and sewer, and other utilities (whether they are used for furnishing heat or
other purposes) that are furnished to the leased premises and presently
separately metered, and all bills for fuel furnished to a separate tank
servicing the leased premises exclusively.
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. LESSEE is responsible for annual maintenance and repair to the rooftop
HVAC units. LESSOR shall assign to LESSEE any warranties for the HVAC equipment
located within the leased premises.
8. USE OF LEASED PREMISES
The LESSEE shall use the leased premises only for the purpose of R&D,
Manufacturing and Office use. LESSOR warrants that no matter of record title,
local zoning laws or the rules and regulations of the ▇▇▇▇▇▇ Drive Condo Trust
interfere with use of the leased premises for the purpose set forth above.
LESSOR shall warrant and defend ▇▇▇▇▇▇ in the quiet enjoyment and possession of
the leased premises.
9. COMPLIANCE WITH LAWS
The LESSEE acknowledges that no trade or 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. The LESSEE may use
hazardous chemicals on the leased premises provided that such chemicals are used
and disposed of in accordance with all applicable laws.
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 and other casualty only excepted, and whenever necessary, to replace plate
glass and other glass therein, acknowledging that the leased premises are now in
good order and the glass whole.
▇. ▇▇▇▇▇▇'S OBLIGATION The LESSEE shall not permit the leased premises to be
overloaded, damaged, stripped, or defaced, nor suffer any waste. ▇▇▇▇▇▇ shall
obtain written consent of LESSOR before erecting any sign on the premises.
▇. ▇▇▇▇▇▇'▇ OBLIGATION The LESSOR agrees to maintain the 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-ADDITIONS
The LESSEE shall not make structural 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 SUBLEASING
The LESSEE shall not assign or sublet the whole or any part of the leased
premises without LESSOR's prior written consent (which consent shall not be
unreasonably withheld). 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. Should Lessee assign or sublet the
premises and receive rent in excess of that due the Lessor, then Lessee shall
share such profits equally with the Lessor.
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 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 within six (6)
months before the expiration of the term, may 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 AND LIABILITY
The LESSEE shall save the LESSOR harmless from all loss and damage occasioned by
the use or escape of water or by the bursting of pipes, as well as from any
claim or damage resulting from neglect in not removing snow and ice from the
roof of the building or from the sidewalks bordering upon the premises so
leased, or by any nuisance made or suffered on the leased premises. The removal
of snow and ice from the sidewalks bordering on the leased premises shall be the
LESSEE's responsibility unless such loss is caused by neglect of the LESSOR.
17. LESSEE'S LIABILITY INSURANCE
The LESSEE shall maintain with respect to the leased premises and the property
of which the leased premises are a part comprehensive public liability insurance
in the amount of $1,000,000.00 with property damage insurance in limits of
$1,000,000.00 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
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
polices shall not be canceled without at least ten (10) days prior written
notice to each assured named therein.
18. FIRE, CASUALTY - EMINENT DOMAIN
Should a substantial portion of the leased 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 (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 including leasehold improvements.
19. DEFAULT AND BANKRUPT
In the event that (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 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 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 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (617) 235-7065.
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 ▇▇▇▇▇▇'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 ▇.▇. ▇▇▇▇▇▇ Realty 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.
▇▇▇▇▇▇ agrees to pay the above-named Broker upon the term commencement date a
fee for professional services of ▇.▇. ▇▇▇▇▇▇ Realty Co., Inc.
23. OTHER PROVISIONS
It is also understood and agreed that SEE ATTACHED ADDENDUM
IN WITNESSWHEREOF, the said parties hereunto set their hands and seals this 5th
day of June, 1997.
SYMBOLLON CORPORATION
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------- -----------------
LESSEE LESSOR
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Executive V.P. ▇▇▇▇▇▇▇ ▇▇▇▇▇, as Trustee
and not Individually
ADDENDUM TO STANDARD FORM COMMERCIAL LEASE
Between
▇▇▇▇▇▇▇ ▇▇▇▇▇ and
SYMBOLLON CORPORATION
1) Rent:
During the term of the lease, Lessee shall pay rent as follows:
Original Period Rental Rate (triple net)
July 1, 1997 to Aug. 31, 1998 $5.25/SF (The payments for year
Sept. 1, 1998 to Aug. 31, 1999 $5.50/SF 1 will be spread out
Sept. 1, 1999 to Aug. 31, 2000 $5.75/SF over 14 months)
Sept. 1, 2000 to Aug. 31, 2001 $6.00/SF
Sept. 1, 2001 to Aug. 31, 2002 $6.25/SF
All base rental payments shall be due and payable in advance on the
first day of each month of the Lease term except for the first month's
rent and security deposit which is due and payable upon lease
execution.
2) NNN Expenses:
The Lessee shall pay as additional rent during the term of the Lease
its proportionate share of Real Estate Taxes, all exterior common area
maintenance and repairs, which includes landscape and snow removal,
basic building insurance, and common area utilities. The annual cost of
these NNN expenses shall be due and payable monthly, at the beginning
of each month except for the first month which shall be due and payable
upon Lease execution. Lessee will be responsible for their
proportionate share of all increases in operating expenses. Lessee
shall pay estimated monthly NNN expenses of $675.00 at the beginning of
each month. Lessor will prepare a reconciliation at the end of each
twelve month period of actual expenses and issue either an additional
invoice or credit.
3) Option to Renew:
Lessee shall have the option to renew this Lease for one (1) additional
period of Five (5) years, provided that Lessee has not been in default
under any of the terms and conditions of the Lease, by giving Lessor
six (6) months prior written notice. The terms and conditions of the
Lease shall be the same except for the rental rate which shall be as
follows:
Original Period Rental Rate (triple net)
--------------- ------------------------
Sept. 1, 2002 to Aug. 31, 2003 $6.50/SF
Sept. 1, 2003 to Aug. 31, 2004 $6.75/SF
Sept. 1, 2004 to Aug. 31, 2005 $7.00/SF
Sept. 1, 2005 to Aug. 31, 2006 $7.25/SF
Sept. 1, 2006 to Aug. 31, 2007 $7.50/SF
4) Condition of Space: (See Exhibit "A")
Lessor agrees to make prior to the commencement of the Lease the
improvements to the leased premises as detailed on Exhibit "A" hereto.
▇▇▇▇▇▇ agrees to pay Lessor Fifty Thousand Dollars ($50,000) for the
improvements upon the later of commencement of the lease or the
completion of the improvements. If the improvements are not completed
by July 1, 1997, then the Lease Term shall be deemed to commence on the
date of completion of the improvements, provided that if the
improvements are not completed by August 1, 1997, Lessee may terminate
the Lease and receive a full refund of all amounts paid or deposited
with Lessor hereunder. Any build-out change orders will be at the sole
expense of the Lessee. ▇▇▇▇▇▇ agrees to notify ▇▇▇▇▇▇ of the timetable
for the work to make such improvements, and ▇▇▇▇▇▇ shall have a right
to be present during such work. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ agree to work
together so that the improvements as specified are timely completed.