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EXHIBIT 10.111
FOURTH AMENDMENT TO EXPANSION LEASE
THIS FOURTH AMENDMENT TO EXPANSION LEASE ("Amendment"), dated and
effective as of March 31, 1999 (the "Effective Date"), is entered into by and
between SEQUANA THERAPEUTICS, INC., a California corporation, doing business as
AXYS PHARMACEUTICALS, INC. ("Tenant"), and XXX-00000 XXXXX XXXXXX XXXXX, LLC, a
Delaware limited liability company, successor-in-interest to ALEXANDRIA REAL
ESTATE EQUITIES, INC., formerly HEALTH SCIENCE PROPERTIES, INC., a Maryland
corporation ("Landlord") in connection with the following:
A. Landlord and Tenant are parties to that certain Expansion Lease,
dated as of November 20, 1995, as amended by that certain First Amendment to
Expansion Lease dated as of October __, 1996, by that certain Second Amendment
to Expansion Lase dated as of May 20, 1997, and by that certain Third Amendment
to Expansion Lease ("Third Amendment") dated as of August 24, 1998 (as amended,
the "Lease"), pursuant to which Tenant leases from Landlord certain premises
(the "Demised Premises") in a building located at 00000 Xxxxx Xxxxxx Xxxxx Xxxx,
Xx Xxxxx, Xxxxxxxxxx (the "Building"), and more particularly described in the
Lease. All capitalized terms used but not otherwise defined herein shall have
the meanings given them in the Lease.
B. Landlord has agreed to provide a tenant improvement allowance to
Tenant for a portion of the Demised Premises, conditioned upon Tenant repaying
such tenant improvement allowance over the remainder of the term of the Lease,
and Tenant has agreed to accept such tenant improvement allowance upon such
condition.
C. Landlord and Tenant now desire to amend the Lease to reflect
Landlord's provision of the tenant improvement allowance to and the amortized
repayment thereof by Tenant upon the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and the mutual covenants contained
herein, the parties hereto hereby agree as follows:
1. AMENDMENTS TO LEASE.
1.1 Section 4.6 of the Lease is hereby amended by (i) adding the
title "Tenant Improvement Allowances:" at the beginning of such section (after
the number of the section), (ii) renumbering the existing text of Section 4.6 as
Section 4.6(a), (iii) changing all existing references in the Lease from "Tenant
Improvements" to "Suite 160 & 210 Tenant Improvements," (iv) changing all
existing references in the Lease from "TI Allowance" to "Suite 160 & 210 TI
Allowance," and (v) adding the following as Section 4.6(b):
"(b) Landlord shall provide Tenant with a tenant improvement
allowance (the "Suite 100 TI Allowance") of up to Three Hundred Thousand Dollars
($300,000) for tenant improvements which Tenant desires to make to Suite 100
(the "Suite 100 TI's"). Such amount shall be paid by Landlord to Tenant in one
lump sum payment upon: (i) lien free completion of the Suite 100 TI's, (ii)
Tenant's acceptance thereof from the contractor or contractors performing such
work, and (iii) presentation to Landlord of lien waivers, receipts for payment
and such other evidence of the payment in full of all costs and expenses of the
Suite 100 TI's as Landlord shall reasonably request. If the total cost of the
Suite 100 TI's exceeds the Suite 100 TI Allowance, the overage shall be the sole
responsibility of Tenant, and shall be at Tenant's sole cost and expense. Except
for the payment of the Suite 100 TI Allowance and as set forth in the Third
Amendment, Landlord shall have no obligation or liability of any kind with
respect to the Suite 100 TI's, which shall be subject to all of the approvals
and conditions described in Article 17 hereof with respect to Alterations
undertaken by Tenant."
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1.2 Section 5.2 of the Lease is hereby amended in its entirety,
effective from and after the Effective Date, to read as follows:
"5.2 In addition to Basic Annual Rent, Tenant agrees to pay to Landlord as
additional rent ("Additional Rent") at times hereinafter specified in this
Lease (i) Tenant's pro rata share ("Tenant's Pro Rata Share"), as set forth in
Section 2.1.6 and as may be subsequently amended, of Operating Expenses as
provided in Article 7, (ii) commencing June 1, 1999, tenant improvement rent
equal to the actual amount of the Suite 100 TI Allowance actually paid by
Landlord, fully amortized, with interest at a rate of 13% per annum, in 31
equal monthly installments commencing June 1, 1999 and ending December 1, 2001
($11,445.04 per month if the full $300,000 Suite 100 TI Allowance is used by
Tenant), and (iii) any other amounts that Tenant assumes or agrees to pay under
the provisions of this Lease that are owed to Landlord, including without
limitation the cost of utilities not paid by Tenant directly to the supplier
and any and all other sums that may become due by reason of any default of
Tenant or failure on Tenant's part to comply with the agreements, terms,
covenants and conditions of this Lease to be performed by Tenant, after notice
and lapse of applicable cure period."
2. MISCELLANEOUS:
2.1 This Amendment shall be deemed to have been executed and
delivered within the State of California, and the rights and obligations of the
parties hereto shall be construed and enforced in accordance with, and governed
by, the laws of the State of California.
2.2 This Amendment is the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior and
contemporaneous oral and written agreements and discussions. This Amendment may
be amended only by an agreement in writing, signed by the parties hereto.
2.3 This Amendment is binding upon and shall inure to the benefit
of the parties hereto, their respective agents, employees, representatives,
officers, directors, divisions, subsidiaries, affiliates, assigns, heirs,
successors in interest and shareholders.
2.4 Each party has cooperated in the drafting and preparation of this
Amendment. Hence, in any construction to be made of this Amendment, the same
shall not be construed against any party.
2.5 Each term of this Amendment is contractual and not merely a
recital.
2.6 This Amendment may be executed in counterparts, and when each
party has signed and delivered at least one such counterpart, each counterpart
shall be deemed an original, and, when taken together with other signed
counterparts, shall constitute one Amendment, which shall be binding upon and
effective as to all parties.
2.7 The unenforceability of a portion of this Amendment shall not
affect the enforceability of the remainder of this Amendment.
2.8 The parties will execute all such further and additional
documents as shall be reasonable, convenient, necessary or desirable to carry
out the provisions of this Amendment.
2.9 Except as specifically amended or modified by this Amendment, the
Lease (including, without limitation, the First Amendment, the Second Amendment,
and the Third Amendment) remains in full force and effect.
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2.10 EACH PARTY ACKNOWLEDGES THAT IT HAS HAD ADEQUATE OPPORTUNITY TO
CONSULT WITH LEGAL COUNSEL OF ITS CHOOSING IN CONNECTION WITH THE EXECUTION
HEREOF AND HAS DONE SO OR VOLUNTARILY ELECTED NOT TO DO SO.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
"Tenant"
SEQUANA THERAPEUTICS, INC., a California
corporation, d/b/a Axys Pharmaceuticals, Inc.
By: /s/ Xxxxxx X. Xxxxxx
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Its: President and CEO
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"Landlord"
ARE - 11099 NORTH XXXXXX XXXXX, LLC, a Delaware
limited liability company
By: ALEXANDRIA REAL ESTATE EQUITIES, INC., a
Maryland corporation
By: /s/ Xxxx Xxxx Xxxxxxx
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Its: General Counsel
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