EXHIBIT 10.30
THIRD AMENDMENT TO SUBLEASE AGREEMENT
THIS THIRD AMENDMENT TO SUBLEASE AGREEMENT ("AGREEMENT"), dated for
reference purposes December 22, 2005, is made by and between F5 Networks, Inc.,
a Washington corporation ("SUBLANDLORD"), and Cell Therapeutics, Inc., a
Washington corporation ("SUBTENANT"). The capitalized terms in this Agreement
shall have the meaning given to those same terms in the Sublease, unless a
different meaning has been provided herein.
RECITALS
A. Sublandlord and Subtenant have entered into a certain Sublease Agreement
dated March 30, 2001, as thereafter modified and supplemented by a First
Amendment to Sublease Agreement dated April 13, 2001, a Second Amendment to
Sublease Agreement dated March 6, 2002, a Letter Agreement Regarding Generator
Use dated March 4, 2004, and a Closed Circuit TV Agreement entered into
effective as of January 12, 2005, and amended effective as of April 29, 2005
(collectively, the "SUBLEASE").
B. The parties now desire to remove certain space from the Subleased
Premises and return the same to the Sublandlord, and to otherwise modify the
Sublease to reflect this contraction of the Subleased Premises, only as
expressly provided for herein.
NOW, THEREFORE, for good and valuable consideration, the parties hereby
amend the Sublease as follows:
1. Subleased Premises.
a. Effective January 16, 2006, there shall be removed from the
Subleased Premises approximately 33,127 rentable square feet of space,
consisting of 28,854 rentable square feet described as Area Xx. 0X xxx Xxxx Xx.
0X in the Sublease, comprising the entire second floor of the Building, together
with approximately 4,273 rentable square feet on the first floor of the Building
located in Area 1A, the first floor space being depicted on Exhibit A hereto
(collectively, the "DELETED SPACE"). After removal of the Deleted Space, the
Subleased Premises shall be deemed to consist of 76,984 rentable square feet.
The Deleted Space shall be delivered by Subtenant to Sublandlord no later than
January 16, 2006, in a broom-clean, but otherwise "AS-IS," condition. Subtenant
shall remove all furniture, office equipment and any other personal property,
including all security cameras (subject to obtaining Master Landlord's consent
to such removal), currently located within the Deleted Space. Sublandlord shall
have the right to use, in common with others entitled thereto, Common Areas in
the Building associated with or convenient for use of the Deleted Space.
b. Within the second floor space of the Deleted Space, Subtenant shall
be permitted to place its wiring and cabling within those electrical closets,
wiring closets and cabling rooms depicted on Exhibit B hereto in locations and
quantities as reasonably determined by Sublandlord. Further, Sublandlord shall
permit Subtenant access to the said closets/rooms to maintain, repair and
inspect its wiring and cabling at reasonable times as requested by Subtenant
upon reasonable notice to Sublandlord.
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c. Sublandlord reserves the right to use cooperatively with Subtenant
on a non-exclusive basis the Building loading dock for both shipping and
receiving, as well as reasonable access through the Subleased Premises (the
location to be reasonably determined by Subtenant) sufficient to transport
office and construction equipment between the loading dock and the Building
elevators.
d. Sublandlord reserves (i) the right of access in all stairways and
elevators between those portions of the Building not within the Subleased
Premises and the Building rooftop, (ii) the right to install and maintain
additional mechanical equipment on the Building rooftop reasonably necessary to
serve those portions of the Building not within the Subleased Premises, (iii)
the right to use existing mechanical and electrical risers, shafts, sleeves and
penetrations between Sublandlord's spaces within the Building and the Building
rooftop, which right shall be shared with Subtenant.
e. Section 1 of the Sublease is hereby amended to reflect these
changes contained in (a) - (c) above herein.
2. Base Rent. Section 3.1 of the Sublease is hereby amended to provide that,
commencing April 1, 2006, annualized Base Rent for the Subleased Premises
less the Deleted Space shall be as follows:
PERIOD ANNUALIZED BASE RENT (PER RSF)
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April 1, 2006 - December 31, 2006 $35.38
January 1, 2007 - March 31, 2007 $36.81
April 1, 2007 - December 31, 2007 $36.38
January 1, 2008 - March 31, 2008 $37.81
April 1, 2008 - December 31, 2008 $37.38
January 1, 2009 - March 31, 2009 $38.81
April 1, 2009 - December 31, 2009 $38.38
January 1, 2010 - March 31, 2010 $39.81
April 1, 2010 - December 31, 2010 $39.38
January 1, 2011 - March 31, 2011 $40.81
April 1, 2011 - December 31, 2011 $40.38
January 1, 2012 - March 31, 2012 $41.81
April 1, 2012 - July 31, 2012 $41.38
3. Operating Expenses. As a result of the deletion of the Deleted Space from
the Subleased Premises, as provided for in Section 1 above herein,
Subtenant's proportionate share of all Expenses, as defined in Section 4(c)
of the Master Lease, shall be proportionately reduced commencing April 1,
2006. For purposes of calculating Subtenant's proportionate share of
Expenses, the Subleased Premises shall be deemed to be 76,984 rentable
square feet. Subtenant's proportionate share of Expenses separately
allocated to
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the Building shall be 69.91% (calculated by dividing the agreed area of the
remaining Subleased Premises, namely 76,984 rentable square feet, by the
total area of the Building, which is deemed to be 110,111 rentable square
feet). Section 3.2 of the Sublease is hereby amended to reflect these
changes.
4. Parking. Subtenant's entitlement to parking rights shall be proportionately
reduced to reflect the Subleased Premises as revised by Section 1 of this
Agreement. Because the Subleased Premises is reduced by 33,127 rentable
square feet, Subtenant's parking rights shall be reduced by 63 stalls.
Section 6 of the Sublease is hereby amended to reflect these changes.
5. Generator. Sublandlord shall at all times retain the right to replace the
Generator so long as the replacement Generator is of sufficient capacity to
continue to provide the power to Subtenant specified in the Sublease, and
more particularly in the Letter Agreement dated March 4, 2004.
6. Brokers. Sublandlord has been represented by Washington Partners, Inc. in
this transaction and Subtenant has been represented by C.B. Xxxxxxx Xxxxx,
Inc. Each party shall be separately responsible to its broker pursuant to
separate agreements and shall indemnify and hold the other party harmless
from any cost, expense or liability (including costs of suit and reasonable
attorneys' fees) for any compensation, commission or fees claimed by any
real estate broker or agent other than their respective brokers (identified
above) in connection with this Agreement or its negotiation by reason of
any act of the indemnifying party.
7. Notices. Subtenant's address for notice purposes, and Section 16 of the
Sublease, hereby amended as follows:
Cell Therapeutics, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Dr. Xxxxx Xxxxxx
cc: Legal Affairs
8. Conditions Precedent. This Agreement is conditioned upon Master Landlord
consenting to this Agreement pursuant to the Landlord's Consent to
Subleasing attached to this Agreement as Exhibit C (the "MASTER LANDLORD
CONSENT"). If Master Landlord has not so consented to this Agreement within
thirty (30) days after this Agreement has been signed by Sublandlord and
Subtenant, then either party may terminate this Agreement by delivering
written notice of termination to the other party.
9. Miscellaneous. In the event of any conflict between the terms of this
Agreement and the Sublease, this Agreement shall control. The parties
hereby ratify and confirm their obligations under the Sublease as amended
by this Agreement. This Agreement, the Sublease and all exhibits attached
to the Sublease and this Agreement, and the Master Lease, constitute the
entire agreement between Sublandlord and Subtenant with respect to the
Subleased Premises, and may not be amended or altered except by written
agreement
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executed by both parties. This Agreement may be executed in one or more
counterparts; each signed counterpart shall be deemed an original and all
counterparts together shall constitute a single, integrated agreement.
Facsimile transmission of any signed original document, and retransmission
of any signed facsimile transmission, shall be the same as delivery of an
original. At the request of either party, the parties will confirm
facsimile-transmitted signatures by signing an original document.
IN WITNESS WHEREOF the parties hereto hereby execute this Third Amendment
to Sublease Agreement as of the day and year first above written.
SUBLANDLORD SUBTENANT
F5 NETWORKS, INC., CELL THERAPEUTICS, INC.,
a Washington corporation a Washington corporation
By: By:
--------------------------------- ------------------------------------
Printed Name: Printed Name:
----------------------- --------------------------
Title: Title:
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that
_____________________ is the person who appeared before me, and said person
acknowledged that s/he signed this instrument, and on oath stated that s/he was
authorized to execute the instrument and acknowledged it as the
________________________ of F5 NETWORKS, INC., to be the free and voluntary act
of such party for the uses and purposes mentioned in the instrument.
DATED: December ______, 2005
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(Signature)
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(Please print name legibly)
NOTARY PUBLIC in and for the State of
Washington, residing at _______________.
My commission expires: ________________.
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that
_____________________ is the person who appeared before me, and said person
acknowledged that s/he signed this instrument, and on oath stated that s/he was
authorized to execute the instrument and acknowledged it as the
______________________________ of CELL THERAPEUTICS, INC., to be the free and
voluntary act of such party for the uses and purposes mentioned in the
instrument.
DATED: December _____, 2005
----------------------------------------
(Signature)
----------------------------------------
(Please print name legibly)
NOTARY PUBLIC in and for the State of
Washington, residing at _______________.
My commission expires: ________________.
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EXHIBIT A
Deleted First Floor Space
(FLOOR PLAN)
EXHIBIT B
Electrical Closets and Cabling Rooms
(FLOOR PLAN)
EXHIBIT C
Master Landlord Consent to Subleasing
To be attached.
