ACHN Achillion Pharmaceuticals Inc

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 20, 2015

 

 

Achillion Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-33095		52-2113479
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

300 George Street New Haven, CT		06511
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 624-7000

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

¨	Pre-commencement communications pursuant to Rule 14a-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

 

 

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Item 1.01.

Entry into a Material Definitive Agreement

Lease Agreement Amendment

On August 20, 2015, Achillion Pharmaceuticals, Inc. (the “Company”) entered into Amendment No. 3 (the “Lease Amendment”) of its facility Lease Agreement, dated March 6, 2002, as previously amended by the Amendment No. 1, dated September 10, 2002, and Amendment No. 2, dated March 31, 2010, between the Company and WE George Street, L.L.C. (the “Landlord’) for the leased premises at 300 George Street, New Haven, Connecticut (the “300 George Street Lease”). Pursuant to the Lease Amendment, effective as of January 1, 2016 (the “Expansion Commencement Date”), the Company will lease an additional 6,832 rentable square feet of space at 300 George Street New Haven, CT, such that the total leased premises pursuant to the 300 George Street Lease shall equal 38,632 rentable square feet . The Lease Amendment also extends the term of the 300 George Street Lease to March 31, 2020 (the “Termination Date”). From the Expansion Commencement Date until March 31, 2016, the annual base rent shall equal $638,226.00, to be paid in monthly installments of $53,185.50. Thereafter until the Termination Date, the annual base rent shall be $813,976.24, to be paid in monthly installments of $67,831.35.

The description of the terms and conditions of the Lease Amendment set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Lease Amendment attached hereto as Exhibit 10.1 and incorporated herein by this reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

10.1

Amendment No. 3 to Lease, dated as of August 20, 2015, by and between Achillion Pharmaceuticals, Inc. and WE George Street, L.L.C.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				ACHILLION PHARMACEUTICALS, INC.
Date: August 24, 2015				By:		/s/ Mary Kay Fenton
						Mary Kay Fenton Chief Financial Officer

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Exhibit Index

 

Exhibit Number		Description
10.1		Amendment No. 3 to Lease, dated as of August 20, 2015, by and between Achillion Pharmaceuticals, Inc. and WE George Street, LLC

Exhibit 10.1

AMENDMENT NO. 3 TO LEASE

THIS AMENDMENT NO. 3 TO LEASE (this “Amendment”) is made and entered into as of the 20th day of August, 2015 between Landlord and Tenant named below:

 

LANDLORD:		WE George Street, L.L.C.
		c/o Winstanley Enterprises LLC
		150 Baker Avenue Extension, Suite 303
		Concord, MA 01742
TENANT:		Achillion Pharmaceuticals, Inc.
		300 George Street
		New Haven, CT 06510
BUILDING:		300 George Street
		New Haven, CT 06510

WHEREAS, Landlord and Tenant executed a lease dated as of May 5, 2000 (as amended, the “Suite 800 Lease”) by which Tenant leases approximately 20,148 rentable square feet on the 8^th floor of the Building known as Suite 800 (“Suite 800”); and

WHEREAS, Landlord and Tenant executed letters dated May 5, 2000, July 21, 2000, August 7, 2000 and December 22, 2000 regarding the initial alterations, the amount of the security deposit and provision of a letter of credit in lieu of a cash security deposit under the Suite 800 Lease; and

WHEREAS, Landlord and Tenant executed an Amendment No. 1 to Lease dated as of February 1, 2001 whereunder the parties amended the Suite 800 Lease to add approximately 200 rentable square feet of space on the first floor of the Building known as Suite CS02 (“Suite CS02”) and approximately 446 rentable square feet of space in the basement of the Building known as Suite NMRl (“NMR1”); and

WHEREAS, Landlord and Tenant executed a lease dated as of March 6, 2002 (as amended, the “Lease”) by which Tenant leases approximately 8,768 rentable square feet on the second floor of the Building (“Initial Suite 202”); and

WHEREAS, Landlord and Tenant executed an Amendment No. 1 to Lease dated as of September 10, 2002 whereunder the parties added approximately 2,293 rentable square feet of space on the second floor of the Building to Initial Suite 202 such that Tenant leases a total of approximately 11,061 rentable square feet of space on the second floor, and all of which is known as Suite 202 (“Suite 202”); and

WHEREAS, Landlord and Tenant executed an Amendment No. 2 to Lease dated as of March 31, 2010 whereunder the parties (i) terminated the Suite 800 Lease and revised the Premises to include all of the space leased by Tenant in the Building consisting of Suite 202, Suite 800, Suite

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CS02, and Suite NMR1, comprising the Premises to be 31,800 square feet in the aggregate, and (ii) extended the Term of the Lease through March 31, 2017, and (iii) made certain other modifications and corrections to the Lease; and

WHEREAS, Tenant desires to lease an additional area of approximately 6,832 rentable square feet on the ground floor of the Building, on the terms and conditions set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Capitalized terms used but not defined herein shall have the meaning ascribed to each in the Lease. This Amendment shall be effective as of January 1, 2016, notwithstanding the date of execution.

2. Commencing on January 1, 2016 (the “Expansion Commencement Date”) Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, additional space on the ground floor of the Building consisting of approximately 6,832 rentable square feet of floor area located as shown on the floor plan attached hereto as Exhibit A (the “Ground Floor Expansion Premises”). From and after the Expansion Commencement Date, the definition of “Premises” as contained in the Lease shall be modified and deemed to include the Ground Floor Expansion Premises and shall consist of approximately 38,632 rentable square feet in the aggregate, subject to the right of remeasurement as set forth in the Lease.

3. Tenant shall, upon the Expansion Commencement Date, take the Ground Floor Expansion Premises in ‘as-is” condition. The taking of possession of the Ground Floor Expansion Space by Tenant shall be conclusive evidence of Tenant’s acceptance, and that the Ground Floor Expansion Space was in good and satisfactory condition, at the time possession was taken by Tenant, subject to the Landlord’s ongoing compliance with laws and repair and maintenance obligations under the Lease.

4. The Base Rent pursuant to the provisions set forth in Section 1.(d) of the Lease is hereby modified to provide that from and after the Expansion Commencement Date, Base Rent for the Term (as extended below) shall be payable in the following amounts:

 

Period		Rentable Square Feet (RSF)				Base Rent per RSF				Annual Base Rent				Monthly Installments
Expansion Commencement Date – 03/31/2016			31,800			$	20.07			$	638,226.00			$	53,185.50
04/01/2016 – 03/31/2020			38,632			$	21.07			$	813,976.24			$	67,831.35

5. Section 1.(f) is revised such that Tenant’s Pro Rata Share is 7.44%.

6. Section 1.(g) is revised such that Term shall end on March 31, 2020.

7. Section 1.(j) is revised such that Termination Date is March 31, 2020.

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8. Section 13 of the Amendment No. 2 to Lease is hereby deleted.

9. Section 14 of the Amendment No. 2 to Lease is hereby deleted.

10. Landlord hereby grants Tenant an allowance of $100,000.00 (the “Allowance”) for Alterations to the Ground Floor Expansion Premises to be performed by Tenant pursuant to the provisions of Section 9(c) and other applicable provisions of the Lease. Payment of the Allowance for the Alterations shall be made in accordance with the provisions set forth in Exhibit B attached hereto and made a part hereof.

11. Landlord and Tenant represent and warrant to the other that each has full authority to enter into this Amendment and further agree to hold harmless, defend, and indemnify the other from any loss, costs (including reasonable attorneys’ fees), damages, or claim arising from any lack of such authority.

12. As modified herein, the Lease is hereby ratified and confirmed and shall remain in full force and effect.

13. Landlord and Tenant hereby represent and warrant to the other that each has not dealt with any broker, finder or like agent in connection with this Amendment and each does hereby agree to indemnify and hold the other, its agents and their officers, directors, shareholders, members, partners and employees, harmless of and from any claim of, or liability to, any broker, finder or like agent claiming a commission or fee by reason of having dealt with either party in connection with the negotiation, execution or delivery of this Amendment, and all expenses related thereto, including, without limitation, reasonable attorneys’ fees and disbursements.

14. This Amendment constitutes the entire agreement by and between the parties hereto and supersedes any and all previous agreements, written or oral, between the parties. No modification or amendment of this Amendment shall be effective unless the same shall be in writing and signed by the parties hereto. The provisions of this Amendment shall inure to the benefit of, and be binding upon, the parties hereto and their respective legal representatives, successors and assigns.

15. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one agreement. This Amendment shall become effective when duly executed and delivered by all parties hereto.

(Signatures on following page)

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IN WITNESS WHEREOF, Landlord and Tenant have signed this Amendment No. 3 to Lease as of the day and year first above written.

 

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EXHIBIT A

PREMISES

 

LEGEND
VERTICAL PENETRATIONS
BUILDING COMMON AREA
FLOOR COMMON AREA
TENANT SPACE
AVAILABLE SPACE
TENANT BORDER
TENANT MECHANICAL
TENANT GA BOMA 6,964 SF
ARCHITECTS
SVIGALS
+PARTNERS
84 Orange Street New Haven Connecticut 06510
203-786-5110
DRAWING TITLE
GROUND FLOOR-TENANT GA
FILE NO:
JOB NO:
300 GEORGE STREET BOMA
SCALE: 1/8"=1'-0"
DATE: 6/01/15
JOB NO: 0640.00
DRAWING
PAGE NO

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EXHIBIT B

PAYMENT OF ALLOWANCE

A. Landlord agrees to contribute the sum up to $100,000 (the “Allowance”) to be applied toward the cost of the Alterations. The Allowance shall be used only for:

(1) Soft costs, including, without limitation, payment of the cost of preparing any initial space plan and the final working drawings and specifications, including mechanical, electrical, plumbing and structural drawings and of all other aspects of Tenant’s plans.

(2) The payment of plan check, permit and license fees relating to construction of the Alterations.

(3) Construction of Alterations, including, without limitation, the following:

(a) Installation within the Ground Floor Expansion Premises of all partitioning, doors, floor coverings, ceilings, wall coverings and painting, millwork and similar items.

(b) All electrical wiring, lighting fixtures, outlets and switches, and other electrical work to be installed within the Ground Floor Expansion Premises.

(c) All additional Tenant requirements including, but not limited to, heating, ventilation and air conditioning, plumbing systems and other systems.

(d) All fire and life protection systems such as fire walls, alarms and accessories, safety control systems, sprinklers and fire piping, and wiring installed within the Ground Floor Expansion Premises.

(e) All plumbing fixtures, pipes and accessories to be installed within the Ground Floor Expansion Premises.

(f) Testing and inspection costs.

(g) Contractor’s fees, including, but not limited to, any fees based on general conditions.

(h) Architectural, engineering and energy management services.

(i) Installation of check meters or submeters for all utilities serving the Ground Floor Expansion Premises that are required to be separately metered.

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B. Upon completion of each third of the Alterations that will be reimbursed using the Allowance, Tenant shall submit to Landlord an application for payment (less the amount of the standard retainage), which shall be signed by Tenant’s general contractor and the architect, for the portion of the work completed, together with the following information:

(1) A copy of a receipted invoice or other evidence reasonably satisfactory to Landlord of the payment by Tenant to Tenant’s contractor(s) for the work performed in connection with the prior application for payment (not applicable to the first application for payment).

(2) Lien waivers from all parties supplying labor or material in connection with the Alterations, in form reasonably acceptable to Landlord, which waiver may be conditioned only upon payment of work covered by the application for payment.

(3) A copy of the final Certificate of Occupancy or other final communication or approval issued by the building department or other appropriate governmental authority having jurisdiction regarding the Alterations (not applicable except for the last application for payment).

C. The approved cost of the performance of the Alterations shall be charged against the Allowance. Landlord and Tenant acknowledge that the cost of installing the Alterations may exceed the Allowance. The amount by which the cost of the Alterations exceeds the Allowance is referred to as the “Excess Cost”. Tenant shall be responsible to pay any Excess Cost.

D. In no event shall the Allowance be used for the purchase of equipment, furniture or other items of personal property of Tenant. In the event the entire Allowance is not utilized or disbursed, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Alterations, Allowance and/or Excess Cost.