LEASE OF PREMISES AT 15-19 CRAWFORD STREET NEEDHAM, MASSACHUSETTS FROM CRAWFORD STREET DE, LLC TO MIRACA LIFE SCIENCES, INC.

Exhibit 10.51

LEASE

OF PREMISES AT ▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

NEEDHAM, MASSACHUSETTS

FROM

▇▇▇▇▇▇▇▇ STREET DE, LLC

TO

MIRACA LIFE SCIENCES, INC.

 

 

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TABLE OF CONTENTS

Page

SUMMARY OF BASIC TERMS iii

ARTICLE I 1

ARTICLE II 5

Section 2.1 Lease Of The Premises 5

Section 2.2 Common Rights 5

Section 2.3 Parking 5

Section 2.4 Lease Term 6

Section 2.5 Security Deposit 6

Section 2.6 Lease Amendment 8

Section 2.6 Right of First Opportunity 8

ARTICLE III 9

Section 3.1 Tenant's Work 9

Section 3.2 Intentionally Deleted 11

Section 3.3 Signs 11

ARTICLE IV 11

Section 4.1 Base Rent 11

Section 4.2 Certain Additional Rent 12

Section 4.3 Taxes 13

Section 4.4 Insurance Costs 13

Section 4.5 Operating Costs 13

Section 4.6 Tenant's Utility Charges 14

Section 4.7 Tenant's Audit Rights 14

ARTICLE V 15

Section 5.1 Permitted Use 15

Section 5.2 Restrictions on Use 15

Section 5.3 Hazardous Materials 15

Section 5.3 Medical Waste 16

ARTICLE VI 16

Section 6.1 Landlord's Services 16

Section 6.2 Extraordinary Use 17

Section 6.3 Interruption; Delay 17

Section 6.4 Additional Services 18

ARTICLE VII 18

Section 7.1 Rent 18

Section 7.2 Utilities 18

Section 7.3 No Waste 18

Section 7.4 Maintenance; Repairs; and Yield-Up 18

Section 7.5 Alterations by Tenant 20

Section 7.6 Trade Fixtures and Equipment 21

Section 7.7 Compliance with Laws 21

Section 7.8 Contents at Tenant's Risk 21

Section 7.9 Exoneration; Indemnification and Insurance 21

Section 7.10 Landlord's Access 22

Section 7.11 No Liens 23

Section 7.12 Compliance with Rules and Regulations 23

ARTICLE VIII 23

Section 8.1 Subletting and Assignment 23

ARTICLE IX 25

Section 9.1 Subordination to Mortgages and Ground Leases 25

Section 9.2 Lease Superior at Mortgagee's or Ground Lessor's Election 25

 

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Section 9.3 Notice to Mortgagee and Ground Lessor 25

Section 9.4 Limitations on Obligations of Mortgagees, Ground Lessors and Successors 25

Section 9.5 Estoppel Certificate By Tenant and Information Concerning Tenant 26

ARTICLE X 26

Section 10.1 Damage From Casualty 26

Section 10.2 Abatement of Rent 27

Section 10.3 Landlord's Right to Terminate 27

ARTICLE XI 27

Section 11.1 Eminent Domain; Right to Terminate and Abatement in Rent 27

Section 11.2 Restoration 27

Section 11.3 Landlord to Control Eminent Domain Action 28

ARTICLE XII 28

Section 12.1 Event of Default 28

Section 12.2 Landlord's Remedies 28

Section 12.3 Reimbursement of Landlord 30

Section 12.4 Landlord's Right to Perform Tenant's Covenants 30

Section 12.5 Cumulative Remedies 30

Section 12.6 Expenses of Enforcement 31

Section 12.7 Landlord's Default 31

Section 12.8 Limitation of Landlord's Liability 31

Section 12.9 Late Payment and Administrative Expense 31

ARTICLE XIII 32

Section 13.1 Brokers 32

Section 13.2 Quiet Enjoyment 32

Section 13.3 Tenant's Request for Landlord's Action 32

Section 13.4 Notices 32

Section 13.5 Waiver of Subrogation 32

Section 13.6 Entire Agreement; Execution; Time of the Essence and Headings and Table
of Contents 32

Section 13.7 Partial Invalidity 33

Section 13.8 No Waiver 33

Section 13.9 Holdover 33

Section 13.10 When Lease Becomes Binding 33

Section 13.11 No Recordation 33

Section 13.12 As Is 33

Section 13.13 Tenant's Financial Statements; Certain Representations and Warranties of
Tenant 34

Section 13.14 Confidentiality 34

Section 13.15 Summary of Basic Terms 34

Section 13.16 Tenant's Existing Lease 34

Exhibits:

A - Property Description

B - Site Plan

C - Building Floor Plan

D - Form of Letter of Credit

E - Rules and Regulations

F - Secretary's Certificate

G - Back-Up Generator

H - Electronic Funds Transfer (EFT) Form

I - Form of Certificate of Insurance

 

 

 

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SUMMARY OF BASIC TERMS

LEASE

OF PREMISES AT ▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,

NEEDHAM, MASSACHUSETTS

TO

MIRACA LIFE SCIENCES, INC.

DATED AS OF JANUARY 17, 2017

 

The following is a summary of certain basic terms of this Lease which is intended for the convenience and reference of the parties. Capitalized terms used, but not defined, in this Summary of Basic Terms, have their defined meanings in this Lease. In addition, some of the following items or terms are incorporated into this Lease by reference to the item or term or to this “Summary of Basic Terms”.

1. Landlord: ▇▇▇▇▇▇▇▇ Street DE, LLC, a Delaware limited liability company.

2. Tenant: Miraca Life Sciences, Inc., a Delaware corporation.

3A. Premises: A portion of the first and second floor of the Building, as depicted on Exhibit C to this Lease with an address of ▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

3B. Landlord’s Property: The real property with the Building and any other improvements now or hereafter thereon, now commonly known as ▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, as described on Exhibit A to this Lease and depicted on Exhibit B.

3C. Leasable Square Footage of the Premises: (which includes a proportionate share of the Floor Area of the Common Areas of the Building as provided for in this Lease): an agreed upon 29,114 square feet in the aggregate, consisting of (a) 21,176 square feet on the first floor of the Building, and (b) 7,938 square feet on the second floor of the Building (the “Second Floor Premises”).

3D. Leasable Square Footage of the Building: An agreed upon 40,752 square feet.

4A. Lease Term: From the Commencement Date until the end of the tenth Lease Year, subject to extension in accordance with Section 2.4(b) and subject to the other terms of this Lease.

4B. Extension Right: Tenant shall have the right to extend the Lease Term for one (1) term of five (5) years in accordance with Section 2.4(b).

4C. Commencement Date: The earlier of the: (I) Delivery Date (as defined below); or (ii) date on which Tenant commences the conduct of business in the Premises.

4D. Base Rent Commencement Date: The sixth month anniversary of the Commencement Date.

5A. Permitted Use: Subject to applicable Legal Requirements, the Premises may be used for (i) laboratory, research and development purposes, and (ii) general office and administrative purposes only and for no other purpose.

5B. Tenant’s Work: Has the meaning set forth in Section 3.1.

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5C. Tenant’s Work Allowance: Landlord shall provide for the benefit of Tenant an allowance for the actual costs incurred by Tenant to perform Tenant’s Work (“Tenant’s Work Costs”) in the amount equal to the product of (i) $50.00 per square foot multiplied by (ii) the Leasable Square Footage of the Premises. All Tenant’s Work Costs in excess of the Tenant’s Work Allowance shall be the responsibility of Tenant.

6A. Security Deposit: $107,357.88, subject to the terms and provisions of Section 2.5. The Security Deposit shall be in the form of cash or Letter of Credit, as provided in Section 2.5.

7. Tenant’s Parking Allocation: Tenant’s Share of parking spaces in the Parking Areas, subject to Section 2.3.

8. Base Rent: The Base Rent for the Initial Term shall be as follows:

PERIOD	ANNUAL RATE	MONTHLY RATE	PSF RATE
Commencement Date through the day prior to the Base Rent Commencement Date	$0	$0	$0*
Base Rent Commencement Date through the end of Lease Year 1	$429,431.50	$35,785.96	$14.75
Lease Year 2	$451,267.00	$37.605.58	$15.50
Lease Year 3	$473,102.50	$39,425.21	$16.25
Lease Year 4	$494,938.00	$41,244.83	$17.00
Lease Year 5	$516,773.50	$43,064.46	$17.75
Lease Year 6	$545,887.50	$45,490.63	$18.75
Lease Year 7	$575,001.50	$47,916.79	$19.75
Lease Year 8	$604,115.50	$50,342.96	$20.75
Lease Year 9	$633,229.50	$52,769.13	$21.75
Lease Year 10	$662,343.50	$55,195.29	$22.75

The Base Rent for the Extension Term shall be determined in accordance with Section 4.1(b). Landlord and Tenant intend that the rent payable under this Lease shall be net Base Rent and Additional Rent to Landlord. Except as otherwise expressly provided herein, Tenant shall pay all costs of every kind relating to the operation, maintenance, repair or replacement of the Premises, without any deduction or offset except as otherwise expressly set forth herein.

* Tenant shall pay Tenant’s Utility Costs related to the Premises for the period from the Commencement Date through the day prior to the Base Rent Commencement Date.

 

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9A. Additional Rent: Tenant’s Share of Insurance Costs, ▇▇▇▇▇▇’s Share of Operating Costs, ▇▇▇▇▇▇’s Share of Taxes, Tenant’s Utility Costs, and/or Other Additional Rent.

9B. Intentionally Omitted.

9C. Intentionally Omitted.

9D. Intentionally Omitted.

9E. Tenant’s Utility Costs: Until any of the same are separately metered and billed to Tenant directly by the applicable utility provider, Tenant shall pay the costs for electricity, water, sewer and gas provided to the Premises (collectively, “Tenant’s Utility Costs”), as provided in Section 4.6.

9F. Other Additional Rent: Includes all fees, charges, expenses, fines, assessments, interest, indemnities, or other sums other than Base Rent, Tenant’s Share of Insurance Costs, ▇▇▇▇▇▇’s Share of Operating Costs, ▇▇▇▇▇▇’s Share of Taxes, and ▇▇▇▇▇▇’s Utility Costs due under this Lease.

10. Heat and Utilities: To be supplied by Landlord (including water and sewer charges) as part of the Operating Costs (except that Tenant’s Utility Costs shall not be included in Operating Costs and shall be paid by ▇▇▇▇▇▇ as provided in Section 4.6) until such time as they are separately metered as part of Tenant’s Work and billed to Tenant directly by the applicable utility provider.

11. First Payment: First month’s Base Rent in the amount of $35,785.96, plus the Security Deposit in the amount of $107,357.88, shall be paid upon execution of this Lease.

12. Brokers: The Bulfinch Companies, Inc., having an office at First Needham Place, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-2805, and Transwestern I RBJ, having an office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

13A. Tenant’s Address for Notices, Telephone Number, Fax Number and Taxpayer Identification No.:

Miraca Life Sciences, Inc.

Attn: General Counsel

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Irving, TX 75039

Email:

Telephone: ; Fax:

Tenant F.I.D.#

13B. Landlord’s Address for Notices:

▇▇▇▇▇▇▇▇ Street DE, LLC

c/o The Bulfinch Companies, Inc.

First Needham Place

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Needham, MA 02494

Attention: ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇

Telephone: ; Fax:

 

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with a copy to:

The Bulfinch Companies, Inc.

First Needham Place

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Needham, MA 02494

Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire

Telephone: ; Fax:

 

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LEASE

THIS LEASE (this “Lease”), made as of the 17th day of January, 2017, between ▇▇▇▇▇▇▇▇ Street DE, LLC, a Delaware limited liability company, and Miraca Life Sciences, Inc., a Delaware corporation, is as follows.

W I T N E S E T H:

In addition to the words and terms defined elsewhere in this Lease, the following words and terms shall have in this Lease the meanings set forth in this Article (whether or not underscored):

“Additional Rent” has the meaning set forth in Item 9A of the Summary of Basic Terms.

“Back-Up Generator” has the meaning given in Exhibit G.

“Bankruptcy Laws” means any existing or future bankruptcy, insolvency, reorganization, dissolution, liquidation or arrangement or readjustment of debt law or any similar existing or future law of any applicable jurisdiction, or any laws amendatory thereof or supplemental thereto, including, without limitation, the United States Bankruptcy Code of 1978, as amended (11 U.S.C. Section 101 et seq.), as any or all of the foregoing may be amended or supplemented from time to time.

“Base Rent” has the meaning set forth in Item 8 of the Summary of Basic Terms.

“Base Rent Commencement Date” has the meaning set forth in Item 4D of the Summary of Basic Terms.

“Building” means the building located on Landlord’s Property and shown on the Site Plan.

“Business Days” mean Monday through Friday, except holidays. The term “holiday” shall mean (a) the federal day of celebration’ of the following holidays: New Year’s Day, President’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving, Christmas and (b) the Friday after Thanksgiving.

“Business Hours” means 8:00 a.m. to 6:00 p.m. on Business Days and 9:00 a.m. to 1:00 p.m. on Saturdays, except holidays.

“Commencement Date” has the meaning set forth in item 4C of the Summary of Basic Terms.

“Common Areas” means all areas of Landlord’s Property, as designated by Landlord from time to time, located inside or outside of the Building, which are not intended for the use of a single tenant and which are intended (a) for the non-exclusive common use of Landlord, Tenant and other tenants of portions of Landlord’s Property and their respective employees, agents, licensees and invitees and/or (b) to serve the Building and/or Landlord’s Property. Common Areas include, without limitation, sidewalks, Parking Areas, access drives, landscaped areas, utility rooms, storage rooms, and utility lines and systems and the Common Facilities.

“Common Facilities” means those facilities, if any, located on Landlord’s Property which Landlord designates from time to time as “common facilities,” including, but not limited to, building systems, pipes, ducts, wires, conduits, meters, HVAC equipment and systems, electrical systems and equipment, plumbing lines and facilities, and mechanical rooms.

 

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“Delivery Date” means the date on which Landlord makes the Premises available to Tenant for construction by Tenant of the Tenant’s Work, in broom clean condition and free of all tenants and tenant furniture, fixtures and equipment, but in no event later than the date which is thirty (30) days following the date of this Lease.

“Environmental Law” means the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), 42 U.S.C. §9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. §1802 et seq., the Toxic Substances Control Act, 15 U.S.C. §2601 et seq., the Federal Water Pollution Control Act, 33 U.S.C. §1251 et seq., the Clean Water Act, 33 U.S.C. §1321 et seq., the Clean Air Act, 42 U.S.C. §7401 et seq., the Massachusetts Oil and Hazardous Material Release Prevention and Response Act, Chapter 21E of the Massachusetts General Laws, all regulations promulgated thereunder, and any other federal, state, county, municipal, local or other statute, law, ordinance or regulation (including any state or local board of health rules, regulation, or code), or any common law (including common law that may impose strict liability or liability based on negligence), which may relate to or deal with human health, the environment, natural resources, or Hazardous Materials, all as may be from time to time amended or modified.

“Event of Default” means any of the events listed in Section 12.1.

“Excusable Delay” means those matters which are beyond the reasonable control of Landlord, including, without limitation, the following: delays caused by Tenant (or by Invitees of Tenant), or delays caused by, or resulting from, acts of God, accidents, breakdowns, war, civil commotion, fire or other casualty, labor difficulties, shortages of labor, material or equipment, governmental regulations or orders, or unusual weather conditions.

“Extension Term” means the period of five years beginning at the end of the Initial Term.

“GAAP” means generally accepted accounting principles, consistently applied.

“Hazardous Materials” means, at any time, (a) any “hazardous substance” as defined in §101(14) of CERCLA (42 U.S.C. §9601(14)) or regulations promulgated thereunder; (b) any “solid waste,” “hazardous waste,” or “infectious waste,” as such terms are defined in any Environmental Law at such time; (c) asbestos, urea-formaldehyde, polychlorinated biphenyls (“PCBs”), bio-medical materials or waste, nuclear fuel or material, chemical waste, radioactive material, explosives, known carcinogens, petroleum products and by-products and other dangerous, toxic or hazardous pollutants, contaminants, chemicals, materials or substances which may be hazardous to human or animal health or the environment or which are listed or identified in, or regulated by, any Environmental Law; and (d) any additional substances or materials which at such time are classified or considered to be hazardous or toxic under any Environmental Law.

“Initial Term” means the period beginning at 12:01 a.m. on the Commencement Date and ending at 11:59 p.m. on the last day of the tenth Lease Year.

“Insurance Costs” includes the cost of insuring the entire Landlord’s Property, including without limitation the Building and other improvements now or hereafter situated thereon, and all operations conducted in connection therewith, with such policies, coverages and companies and in such limits as may be selected by Landlord (and/or which may be required by Landlord’s lenders), including, but not limited to, fire insurance with extended or with all-risk coverage, comprehensive public liability insurance covering personal injury, deaths and property damage with a personal injury endorsement covering false arrest, detention or imprisonment, malicious prosecution, libel and slander, and wrongful entry or eviction, rent loss or business interruption insurance, worker’s compensation insurance, plate glass insurance, contractual liability insurance, boiler insurance, and fidelity bonds. Insurance Costs shall not include increases in premiums which are paid directly by other tenants of Landlord’s Property.

“Invitees” means employees, workers, visitors, guests, customers, suppliers, agents, contractors, representatives, licensees and other invitees.

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“Land” means the land located at ▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ more particularly described in Exhibit A hereto and which is depicted on the Site Plan.

“Landlord” means ▇▇▇▇▇▇▇▇ Street DE, LLC, a Delaware limited liability company, its successors and assigns.

“Landlord’s Property” has the meaning set forth in Item 3B of the Summary of Basic Terms.

“Leasable Square Footage” means (a) when used with respect to the Building, the Floor Area of the Building, and (b) when used with respect to the Premises, the sum of (i) the Floor Area of the Premises, plus (ii) Tenant’s Share of the Floor Area of the Common Areas of the Building.

“Lease Term” means the initial Term and, if Tenant timely and properly exercises its right to extend pursuant to Section 2.4(b), the Extension Term.

“Lease Year” means the 12 month period beginning on the Base Rent Commencement Date and on each anniversary of the Base Rent Commencement Date throughout the Lease Term; provided that if the Base Rent Commencement Date is not the first day of a calendar month, the first Lease Year shall consist of the partial calendar month beginning with the Base Rent Commencement Date and the next subsequent 12 months, and each subsequent Lease Year shall commence on the first day of the month after the calendar month in which the Base Rent Commencement Date occurs.

“Legal Requirements” means all applicable laws, statutes, rules, regulations and requirements of governmental authorities, including, but not limited to, zoning laws and building codes.

“Operating Costs” means all costs, expenses and disbursements of every kind and nature (except Taxes and Insurance Costs) which Landlord shall pay or become obligated to pay in connection with operating, managing, maintaining, repairing or replacing the Landlord’s Property or elements thereof, all as determined by Landlord. Operating Costs shall include, by way of illustration, but not be limited to: all charges payable by Landlord in connection with the performance of Landlord’s maintenance and repair obligations with respect to the Landlord’s Property; all charges payable by Landlord to provide janitorial service to the Landlord’s Property; all charges payable by Landlord in connection with the maintenance, repair and replacement of HVAC equipment and systems; all charges payable by Landlord to provide utility services to the Landlord’s Property, except to the extent excluded pursuant to clauses (f) or (g) below; all costs related to the operation of any shuttle or other transportation service between the Landlord’s Property and public transportation stations; all costs related to any police details at any entrances to the Landlord’s Property; all costs related to removal of trash, debris, and refuse; all costs related to removal of snow and ice; all costs of pest and vermin control; all costs of providing, maintaining, repairing and replacing of paving, curbs, walkways, landscaping, planters, roofs, walls, drainage, utility lines, security systems and other equipment; all costs of painting the exterior and Common Areas of the Building; all costs of repaving, resurfacing and restriping Parking Areas and drives (excluding the cost of any signage and lettering for any Parking Areas that are reserved for the exclusive use of other tenants of the Building); all costs of lighting, cleaning, waterproofing, repairing and maintaining Common Areas, Common Facilities and other portions of the Landlord’s Property; all costs of licenses, permits and inspection fees, except to the extent directly attributable to the space of a particular tenant; all legal, accounting, inspection and consulting fees, except to the extent excluded pursuant to clauses (e) or (m) below; all costs of capital repairs or replacements hereafter made to the Building or Common Areas, amortized over their expected useful life based upon and including a market rate of interest; all costs of wages, salaries and benefits of operating personnel, including welfare, retirement, vacations and other compensation and fringe benefits and payroll taxes; the amount of any insurance deductible paid by Landlord in connection with an insured loss; and management fees equal to 3.5% of gross rents (which management fees may be payable to an affiliate of Landlord). However, notwithstanding the above, the following specific items shall not be included: (a) the cost of alterations to space in the Building leased to others; (b) debt service and ground rent payments; (c) any cost or expenditure for which Landlord is reimbursed by insurance proceeds or eminent domain proceeds; (d) costs for which Landlord is reimbursed under warranties provided to Landlord by contractors who have warranty obligations; (e) leasing commissions, attorneys’ fees and collection costs related to negotiation and

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enforcement of tenant leases unless the matter involves enforcing compliance with the Rules and Regulations or other standards or requirements for the benefit of all tenants of the Building; (f) the cost of providing electrical service (lights and plugs) to space leased to tenants; (g) expenses which are billed directly, or reasonably allocable exclusively, to any tenant of the Building; (h) salaries and bonuses of officers and executives of Landlord and administrative employees above the level of property manager or building supervisor and Landlord’s general overhead; (i) the cost of any work or service performed on an extra-cost basis for any tenant of the Building; (j) the cost of any additions to the Building; (k) any cost, other than the management fee provided for above, otherwise included in Operating Costs representing an amount paid to a person or entity affiliated with Landlord which is in excess of the amount which would have been paid on an arms-length basis in the absence of such relationship; (I) depreciation, other than the amortization of capital improvements hereafter made as provided above; and (m) costs of defending any lawsuits, costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Landlord’s Property, costs of any disputes between Landlord and its employees, or outside fees paid in connection with disputes with adjacent property owners which are not intended to benefit tenants of the Building.

“Other Additional Rent” has the meaning given in Item 9F of the Summary of Basic Terms.

“Parking Areas” means those portions of Landlord’s Property which may be used for parking as depicted on the Site Plan, as such areas may be changed by Landlord from time to time.

“Permitted Transferee” means (a) an entity controlling, controlled by or under common control with Tenant, (b) an entity which succeeds to Tenant’s business by merger, consolidation or other form of corporate reorganization, or (c) an entity which acquires all or substantially all of Tenant’s assets or stock; provided that an entity may not become a Permitted Transferee through or as a part of a bankruptcy or other similar insolvency proceeding.

“Permitted Use” has the meaning set forth in Item 5A of the Summary of Basic Terms.

“Person” means any individual, partnership, joint venture, trust, limited liability company, business trust, joint stock company, unincorporated association, corporation, institution, or entity, including any governmental authority.

“Premises” has the meaning set forth in item 3A of the Summary of Basic Terms.

“Privacy Laws” has the meaning given in Section 7.10.

“Rules and Regulations” means the rules and regulations attached hereto as Exhibit E.

“Security Deposit” has the meaning set forth in Item 6 of the Summary of Basic Terms.

“Site Plan” means the site plan attached hereto as Exhibit B which depicts the approximate size and layout of the Land, the Building and the Parking Areas.

“Summary of Basic Terms” means the Summary of Basic Terms which is affixed to this Lease immediately after the table of contents of this Lease.

“Tax Fiscal Year” shall mean July 1 through June 30 next following, or such other tax period as may be established by law for the payment of Taxes.

“Taxes” shall mean (a) all taxes, assessments, betterments, water or sewer entrance fees and charges including general, special, ordinary and extraordinary or any other charges (including charges for the use of municipal services if billed separately from other taxes), levied, assessed or imposed at any time by any governmental authority upon or against the Land, the Building, or the fixtures, signs and other improvements thereon then comprising Landlord’s Property (excluding all federal or state income or

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corporate excise taxes) and (b) all attorneys’ fees, appraisal fees and other fees, charges, costs and/or expenses incurred in connection with any proceedings related to the amount of the Taxes, the tax classification and/or the assessed value of the Landlord’s Property. This definition of Taxes is based upon the present system of real estate taxation in the Commonwealth of Massachusetts; if taxes upon rentals or any other basis shall be substituted, in whole or in part, for the present ad valorem real estate taxes, the term “Taxes” shall be deemed changed to the extent to which there is such a substitution for the present ad valorem real estate taxes.

“Tenant” means Miraca Life Sciences, Inc., a Delaware corporation, its permitted successors and permitted assigns.

“Tenant’s Utility Costs” has the meaning set forth in Item 9E of the Summary of Basic Terms.

“Tenant’s Share” means the amount (expressed as a percentage) equal to (a) the Leasable Square Footage of the Premises divided by (b) the Leasable Square Footage of the Building. The percentage determined by the preceding sentence shall be rounded upward to the nearest one-tenth of one percent (0.1%). Tenant’s Share is 71.5% (29,114/40,752), subject to adjustment in the event of an increase or decrease in the Leasable Square Footage of the Premises or the Leasable Square Footage of the Building.

“Tenant’s Work” has the meaning given in Section 3.1.

“Tenant’s Work Allowance” has the meaning given in Item 5C of the Summary of Basic Terms.

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▇▇▇▇▇▇▇▇ agrees that it will protect and save and keep Tenant forever harmless and indemnified against and from any and all penalties, damages, fines, causes of action, liabilities, judgments, expenses (including, without limitation, attorneys’ fees) or charges incurred in connection with any claim against Tenant arising from any injury to any person occurring at the Premises or Landlord’s Property, to the extent such injury results from the negligence of Landlord or ▇▇▇▇▇▇▇▇’s employees; provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages.

From and after any pre-term occupancy by ▇▇▇▇▇▇, if any allowed by ▇▇▇▇▇▇▇▇, and thereafter during the Lease Term and any period of holding over, Tenant shall maintain in full force and effect a policy of commercial general liability insurance under which Landlord (and its designees) and ▇▇▇▇▇▇▇▇’s mortgagee(s), loss payee(s), lenders loss payee(s) are named as additional insureds. This policy to be written on ISO Commercial General Liability Coverage Form CG 00 01 (12 07) edition date or equivalent. Any endorsement to the policy should not in any way restrict the premises/operations, personal injury/advertising injury, product liability/completed operations, and contractual liability coverage that is provided in the above form. Each such policy shall be non-cancelable with respect to Landlord without 30 days prior written notice to Landlord, and Tenant shall deliver to Landlord prior to any pre-term occupancy and thereafter at least 30 days prior to the expiration of any then effective coverage a satisfactory written certificate of insurance coverages in the exact form attached hereto as Exhibit I or the renewal or replacement of such coverages. The minimum limits of liability of such insurance shall be $1,000,000 combined single limit for bodily injury and property damage, each occurrence, and $2,000,000 general aggregate limit, together with an overall umbrella liability limit of $2,000,000. Tenant shall not permit any contractor to do any work at or furnish any materials to be incorporated into the Premises without first delivering to Landlord satisfactory evidence of the Contractor’s commercial general liability insurance, worker’s compensation insurance, automobile insurance and, if required by Landlord’s lender, statutory ▇▇▇▇ ▇▇▇▇▇, each reasonably acceptable to Landlord and complying with any insurance specifications provided by Landlord. All insurance requirements imposed upon Tenant or its contractors under this Lease shall be subject to the further requirement that the forms of coverage and all companies providing insurance coverage should be licensed in the Commonwealth of Massachusetts, be in sound financial condition, maintain an A.M. Best rating of A- or better, and be reasonably acceptable to Landlord.

Tenant agrees that Landlord shall not be responsible or liable to Tenant, or to those Persons claiming by, through or under Tenant, for any loss or damage that may be occasioned by or through the acts or omissions of Persons occupying or using adjoining premises or any part of the Landlord’s Property, or otherwise, or for any loss or damage resulting to Tenant or those Persons claiming by, through or under Tenant, or its or their property, except that the foregoing shall not exculpate the Landlord from acts of its own negligence.

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Notwithstanding the foregoing or any other provision contained in this Lease or the Rules and Regulations, ▇▇▇▇▇▇▇▇ agrees to use all commercially reasonable and diligent precautions when accessing any area of the Premises that is reasonably likely to contain health information that is protected by the HI PAA Privacy Rule, 45 CFR Part 160 and Subparts A and E of Part 164, as amended from time to time, or any other laws enacted to protect individuals’ medical records and other personal health information (collectively, “Privacy Laws”). Landlord must at all reasonable times (including in the event of repossession of the Premises by Landlord), provide Tenant with reasonable access to all patient medical records. Landlord acknowledges that any security interest granted to Landlord in this Lease (or any related agreement) specifically excludes Tenant’s patient medical records. This paragraph shall supersede any other conflicting provision in this Lease, or any other agreement entered into by Landlord and Tenant as part of this transaction.

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[Signature Page Follows]

 

 

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Tenant and Landlord, each by its duly authorized officer, have signed this Lease as of the date first set forth above.

TENANT:

MIRACA LIFE SCIENCES, INC.

By:

Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Title: CFO

LANDLORD:

▇▇▇▇▇▇▇▇ STREET DE, LLC

By:

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

Title: Treasurer FVP

 

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JOINDER

320 ▇▇▇▇▇▇▇ Landlord, by its duly authorized officer, has signed this Lease as of the date first set forth above for the limited purpose of acknowledging the terms and provisions set forth in Section 13.16 of this Lease.

320 ▇▇▇▇▇▇▇ LANDLORD:

320 ▇▇▇▇▇▇▇ DE, LLC

By:

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

Title: Treasurer FVP

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