EXHIBIT 10.15
FOURTH AMENDMENT TO SUBLEASE AGREEMENT
THIS FOURTH AMENDMENT TO SUBLEASE AGREEMENT ("Amendment") is entered
into, and dated for reference purposes, as of November 30, 2002 by and between
GENELABS TECHNOLOGIES, INC. (hereinafter referred to as "Sublessor") and
GENITOPE CORPORATION (hereinafter referred to as "Sublessee"), and is a fourth
amendment to the Sublease Agreement between the Sublessor and Sublessee dated as
of June 22, 1997 (the "Sublease"), with reference to the following facts:
RECITALS
A. Sublessor and Sublessee entered into the Sublease for
approximately 5,168 square feet of office and R&D space expiring on June 14,
2000.
B. Sublessor and Sublessee entered into a certain "First
Amendment to Sublease Agreement" in October of 1999 extending the term of the
Sublease to expire on December 31, 2000.
C. Sublessor and Sublessee entered into a certain "Second
Amendment to Sublease Agreement" as of April 1, 2000 extending the term of the
Sublease to expire on May 31, 2001.
D. Sublessor and Sublessee entered into a certain "Third
Amendment to Sublease Agreement" as of September 1, 2000 extending the term of
the Sublease to expire on November 30, 2002.
E. Sublessor and Sublessee now desire to modify and amend the
Sublease to provide for an extension of the term.
NOW THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, Sublessor and Sublessee agree that the Sublease
shall be and is hereby amended as of November 1, 2002 as follows:
1. EXTENSION OF TERM. To extend the Term of said Sublease with an
expiration date of November 30, 2006, unless sooner terminated pursuant to the
Sublease or the Master Lease.
2. RENT. The amount of monthly base rent due and payable by
Sublessee for the Premises shall he as follows:
PERIOD MONTHLY AMOUNT MONTHLY RATE/SF
------ -------------- ---------------
12/01/2002-11/30/2003 $10,852.80 $ 2.10
12/01/2003-11/30/2004 $11,178.38 $2.163
12/01/2004-11/30/2005 $11,514.30 $2.228
12/01/2005-11/30/2006 $11,860.56 $2.295
3. DEFINITIONS; OTHER TERMS. Unless otherwise set forth in this
Amendment, all capitalized terms shall have the meanings set forth in the
Sublease. Except as otherwise set forth herein, all other terms and conditions
of the Sublease and Master Lease will remain the same.
1.
4. MASTER LESSOR APPROVAL. This Amendment is subject to approval
by METROPOLITAN LIFE INSURANCE COMPANY (Master Lessor).
5. MASTER LEASE AMENDMENT. Sublessor has entered into a "Fifth
Amendment to Lease" with the Master Lessor. Sublessee hereby acknowledges that
it has received a copy of the Master Lease and all of its amendments, including
the "Fifth Amendment to Lease," and that this agreement is bound by the terms of
the Master Lease, as so amended. Notwithstanding anything in the Sublease or its
amendments to the contrary, the "Option to Extend" granted to Sublessor in
Section 11 of the Fifth Amendment shall not accrue to the benefit of Sublessee
and shall not be incorporated by reference into the Sublease, such that
Sublessee shall have no option to extend the Term of the Sublease beyond
November 30, 2006.
6. NO DEFAULT. Sublessor hereby certifies to Sublessee that as of
the date of execution of this Amendment that Sublessee is not in default under
the Sublease by reason of its failure to perform any obligations thereunder, and
that Sublessor is aware of no circumstance, event, condition, or state of facts
which, by the passage of time or the giving of notice, or both, could constitute
or result in such a default. Sublessee hereby certifies to Sublessor that as of
the date of execution of this Amendment that Sublessor is not in default under
the Sublease by reason of its failure to perform any obligations thereunder, and
that Sublessee is aware of no circumstance, event, condition, or state of facts
which, by the passage of time or the giving of notice, or both, could constitute
or result in such a default.
7. OPERATING EXPENSE EXCLUSIONS. Sublessee shall not be required
to pay any reasonably identifiable operating expenses that are incurred for the
sole benefit of Sublessor or that are the result of (i) a default by Sublessor
of any of its obligations under the Master Lease, or (ii) the negligence or
willful misconduct of Sublessor or any of its agents, employees, or contractors.
8. USE. Sublessee shall use the Premises for general offices,
research and development, sales, warehousing, laboratories, and light
manufacturing and for no other use without prior written consent of Sublessor
and subject to the Master Lease.
9. RIGHT OF FIRST OFFER. Sublessor hereby grants to Sublessee a
right of first offer to sublease the Premises if Sublessor exercises its "Option
to Extend" under the Fifth Amendment to Lease (the "Right of First Offer").
Notwithstanding the foregoing, such Right of First Offer shall be subordinate to
all rights of Sublessor to use and retain the Premises for its own benefit
following the expiration of the Term. Pursuant to the Right of First Offer
Sublessee shall have the right to sublease the Premises at a monthly base rent
per square foot to be negotiated. Sublessor shall notify Sublessee (a "First
Offer Notice") no later than the date which is six (6) months before the
expiration date of the Term if it has exercised and not subsequently revoked the
Option to Extend, provided that Sublessor does not wish to occupy the Premises
itself. If Sublessor either fails to exercise its Option to Extend, revokes its
Option to Extend or desires to occupy the Premises after the expiration of the
Term, Sublessee's Right of First Offer shall be of no further force and effect.
If Sublessee wishes to exercise Sublessee's Right of First Offer with respect to
the Premises, then within fifteen (15) days of delivery of such First Offer
Notice to Sublessee, Sublessee shall deliver notice to Sublessor of Sublessee's
intention to exercise its Right of First Offer with respect to the entire
Premises for the entire extended option term. If
2.
Sublessee does not so notify Sublessor within the fifteen (15) day period, then
Sublessor shall be free to lease the Premises to anyone to whom Sublessor
desires on any terms Sublessor desires. Notwithstanding anything to the contrary
contained herein, Sublessee must elect to exercise its Right of First Offer, if
at all, only with respect to the entire Premises and for the entire Option term,
and Sublessee may not elect to lease only a portion of the Premises. If
Sublessee does not exercise its Right of First Offer with respect to the
Premises or if Sublessee fails to respond to the First Offer Notice within
fifteen (15) days of delivery thereof, then Sublessee's Right of First Offer as
set forth herein shall terminate. If Sublessee timely delivers notice of its
exercise of its Right of First Offer with respect to the Premises, then, within
fifteen (15) days thereafter, Sublessor and Sublessee shall execute an amendment
to this Sublease extending the Term of the Sublease and modifying the monthly
base rent per square foot to the new negotiated rate. Other than the change in
monthly rent and the extension of the Term, the terms and conditions of this
Sublease shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.
SUBLESSEE GENITOPE CORPORATION
By:/s/ Xxx X. Xxxxxx, Xx.
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Print Name: Xxx X. Xxxxxx, Xx.
Its: CEO
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(Print Title)
SUBLESSOR GENELABS TECHNOLOGIES, INC.
By:/s/ Xxxxxxx X. Xxxx
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Print Name: Xxxxxxx X. Xxxx
Its: Chief Financial Officer
--------------------------------
(Print Title)
3.
