SECOND AMENDMENT
Exhibit 10.2
SECOND AMENDMENT
THIS SECOND AMENDMENT (this “Amendment”) is made and entered into as of February 8, 2021, by and between XXXXXX SKYWAY LANDING, LLC, a Delaware limited liability company (“Landlord”), and IOVANCE BIOTHERAPEUTICS, INC., a Delaware corporation (“Tenant”).
RECITALS
| A. | Landlord and Tenant are parties to that certain Office Lease dated October 19, 2018 (as previously confirmed by that certain Confirmation Letter dated December 4, 2018) and as amended by that certain First Amendment dated June 19, 2019 (as confirmed by that certain Notice of Lease Term Dates dated June 26, 2019) (as amended, the “Lease”). Pursuant to the Lease, Landlord has leased to Tenant space currently containing approximately 20,432 rentable square feet (the “Premises”) at the building commonly known as Skyway Landing II located at 000 Xxxxxx Xxxx, Xxx Xxxxxx, Xxxxxxxxxx (the “Building”) and described as Suite 100 consisting of approximately 8,110 rentable square feet on the first floor of the Building; and Suite 125 consisting of approximately 12,322 rentable square feet of the first floor of the Building. |
| B. | The Lease will expire by its terms on April 30, 2021 (the “Existing Expiration Date”), and the parties wish to extend the term of the Lease on the following terms and conditions. |
NOW, THEREFORE, in consideration of the above recitals which by this reference are incorporated herein, the mutual covenants and conditions contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:
| 1. | Extension. The term of the Lease is hereby extended through December 31, 2021 (the “Extended Expiration Date”). The portion of the term of the Lease beginning on the date immediately following the Existing Expiration Date (the “Extension Date”) and ending on the Extended Expiration Date shall be referred to herein as the “Extended Term”. |
| 2. | Base Rent. During the Extended Term, the schedule of Base Rent shall be as follows: |
| Period of Extended Term | Annual Rate Per Square Foot (rounded to the nearest 100th of a dollar) |
Monthly Base Rent |
| 5/1/21 – 12/31/21 | $60.60 | $103,181.60 |
All such Base Rent shall be payable by Tenant in accordance with the terms of the Lease, as amended.
| 3. | Additional Security Deposit. No additional Security Deposit shall be required in connection with this Amendment. |
| 4. | Expenses and Taxes. During the Extended Term, Tenant shall pay for Tenant’s Share of Expenses and Taxes in accordance with the terms of the Lease; provided, however, that during the Extended Term, the Base Year for Expenses and Taxes shall be 2021. |
| 5. | Improvements to Premises. |
| 5.1. | Configuration and Condition of Premises. Tenant acknowledges that it is in possession of the Premises and agrees to accept them “as is” without any representation by Landlord regarding their configuration or condition and without any obligation on the part of Landlord to perform or pay for any alteration or improvement, except as may be otherwise expressly provided in this Amendment. |
| 5.2. | Responsibility for Improvements to Premises. Any improvements to the Premises performed by Tenant shall be paid for by Tenant and performed in accordance with the terms of the Lease. |
| 6. | Other Pertinent Provisions. Landlord and Tenant agree that, effective as of the date of this Amendment (unless different effective date(s) is/are specifically referenced in this Section), the Lease shall be amended in the following additional respects: |
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| 6.1. | Landlord’s Notice Address. The Landlord’s Notice Address set forth in Section 1.11 of the Lease is hereby deleted in its entirety and is replaced with the following: |
“Xxxxxx Skyway Landing, LLC
c/x Xxxxxx Pacific Properties
000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxx, Xxxxxxxxxx 00000
Attn: Building Manager
with copies to:
Xxxxxx Skyway Landing, LLC
c/x Xxxxxx Pacific Properties
000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxx, Xxxxxxxxxx 00000
Attn: Managing Counsel
and
Xxxxxx Skyway Landing, LLC
c/o Hudson Pacific Properties
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Lease Administration”
Notwithstanding anything to the contrary contained in the Lease, as amended hereby, Rent shall be made payable to the entity, and sent to the address, Landlord designates and shall be made by good and sufficient check or by other means acceptable to Landlord.
| 6.2. | Right of First Offer. Section 3.1.A (1) of Exhibit F to the Lease and the remainder of Exhibit G to the Lease are of no further force and effect. |
| 6.3. | Deletion. Section 4 (entitled “Extension Option”) of Exhibit F to the Lease is of no further force and effect. |
7. Second Extension Option.
| 7.1. | Grant of Option; Conditions. Tenant shall have the right (the “Second Extension Option”) to extend the Extended Term for either (i) one (1) additional period of one (1) month or (ii) one (1) additional period of six (6) months beginning on the day immediately following the Extended Expiration Date (such one (1) month or sixth (6th) month period as applicable, being the “Second Extension Term”), if: |
| (a) | not less than 3 and not more than 6 full calendar months before the Extended Expiration Date, Tenant delivers written notice to Landlord (for purposes of this Section 7, the “Extension Notice”) electing to exercise the Second Extension Option and identifying to Landlord whether the Second Extension Term will be for one (1) month or six (6) months; |
| (b) | no Default exists when Tenant delivers the Extension Notice; |
| (c) | no part of the Premises is sublet (other than to an Affiliate of Tenant) when Tenant delivers the Extension Notice; and |
| (d) | the Lease, as amended, has not been assigned (other than pursuant to a Permitted Transfer) before Tenant delivers the Extension Notice. |
| 7.2. | Terms Applicable to Second Extension Term. |
| A. | During the Second Extension Term, the Base Rent shall increase to $106,277.04 per month and Base Rent shall be payable in monthly installments in accordance with the terms and conditions of the Lease, as amended. |
| B. | During the Second Extension Term Tenant shall pay Tenant’s Share of Expenses and Taxes for the Premises in accordance with the Lease, as amended. |
| 7.3. | Extension Amendment. If Tenant is entitled to and properly exercises its Second Extension Option, Landlord, within a reasonable time thereafter, shall prepare and deliver to Tenant an amendment (for purposes of this Section 7, the “Extension Amendment”) reflecting changes in the Base Rent, the term of the Lease, the expiration date of the Lease, and other appropriate terms in accordance with this Section 7, and Tenant shall execute and return (or provide Landlord with reasonable objections to) the Extension Amendment within 15 days after receiving it. Notwithstanding the foregoing, an otherwise valid exercise of the Second Extension Option shall be fully effective whether or not the Extension Amendment is executed. |
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| 7.4. | Subordination. Extension Option is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building or the Project existing on the date hereof. |
| 8. | Miscellaneous. |
| 8.1. | This Amendment and the attached exhibits, which are hereby incorporated into and made a part of this Amendment, set forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. Tenant shall not be entitled, in connection with entering into this Amendment, to any free rent, allowance, alteration, improvement or similar economic incentive to which Tenant may have been entitled in connection with entering into the Lease, except as may be otherwise expressly provided in this Amendment. |
| 8.2. | Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect. |
| 8.3. | In the case of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall govern and control. |
| 8.4. | Submission of this Amendment by Landlord is not an offer to enter into this Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this Amendment until Landlord has executed and delivered it to Tenant. |
| 8.5. | Each party hereto, and their respective successors and assigns shall be authorized to rely upon the signatures of all of the parties hereto which are delivered by facsimile, PDF or DocuSign (or the like) as constituting a duly authorized, irrevocable, actual, current delivery hereof with original ink signatures of each person and entity. This Amendment may be executed in counterparts, each of which shall be deemed an original part and all of which together shall constitute a single agreement. |
| 8.6. | Capitalized terms used but not defined in this Amendment shall have the meanings given in the Lease. |
| 8.7. | Tenant shall indemnify and hold Landlord, its trustees, members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, and the respective principals and members of any such agents harmless from all claims of any brokers (other than Xxxxx Xxxx LaSalle) claiming to have represented Tenant in connection with this Amendment. Landlord shall indemnify and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees, and agents, and the respective principals and members of any such agents harmless from all claims of any brokers claiming to have represented Landlord in connection with this Amendment. Tenant acknowledges that any assistance rendered by any agent or employee of any affiliate of Landlord in connection with this Amendment has been made as an accommodation to Tenant solely in furtherance of consummating the transaction on behalf of Landlord, and not as agent for Tenant. |
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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the day and year first above written.
| LANDLORD: | ||
| XXXXXX SKYWAY LANDING, LLC, a Delaware limited liability company | ||
| By: | Xxxxxx Pacific Properties, L.P., a Maryland limited partnership, its sole member | |
| By: | Xxxxxx Pacific Properties, Inc., | ||
| a Maryland corporation, | |||
| its general partner |
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Executive Vice President |
| TENANT: | ||
| IOVANCE BIOTHERAPEUTICS, INC., a Delaware corporation | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx, Ph.D., M.B.A. | |
| Title: | President and Chief Executive Officer | |
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