FIRST AMENDMENT TO LEASE
This FIRST AMENDMENT TO LEASE is dated Monday, July 24, 1995, by and between
Xxxxxxxx Xxxxxxxx Plaza, Inc., an Oregon Corporation, (hereinafter "Landlord")
and Antivirals, Inc., an Oregon Corporation, (hereinafter "Tenant"), for
premises located in the City of Portland, County of Multnomah, State of Oregon,
commonly known as Xxxxx #0000, Xxx Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx
00000.
I. RECITALS:
Landlord and Tenant, being parties to that certain lease dated April 10, 1992
(hereinafter "the Lease"), hereby express their mutual desire and intent to
amend the lease by changing the "RENT SCHEDULE," "TENANT IMPROVEMENTS," and
"REPAIRS LANGUAGE," and adding "AMERICANS WITH DISABILITIES ACT," "ENVIRONMENTAL
MATTERS," as herein provided. Unless otherwise noted herein, all of the terms
set forth in Section 2 below are defined in the referenced page of the Lease.
II. AMENDMENT:
Landlord and Tenant agree that the Lease shall be amended as follows
1. RENTAL RATE: Effective August 1, 1995 through July 31, 1998, Suite #1105,
an area consisting of approximately 2,373 rentable square feet, shall be
leased to Tenant and the rent schedule shall be as follows:
Year 1 $3,361.75 per month $17.00 per square foot, full-service
Year 2 $3,411.19 per month $17.25 per square foot, full-service
Year 3 $3,460.63 per month $17.50 per square foot, full-service
2. TENANT IMPROVEMENTS: The Landlord shall provide new building standard
paint and new rubber base molding throughout the Premises. Landlord shall
clean the existing carpet. Any other improvements in addition to this
shall be at the Tenant's sole cost and expense.
3. REPAIR: By taking possession, Tenant accepts the Premises as being in good
order, condition and repair, and in the condition in which Landlord is
obligated to deliver them, and Tenant shall execute and deliver to
Landlord, upon demand, a letter of acceptance of delivery of the Premises.
Tenant shall, at all times during the Term, keep the Premises in good
condition and repair, excepting damage thereto by fire, earthquake, act of
God, or the elements; comply with all governmental laws, ordinances and
regulations applicable to its use and occupancy of the Premises; and
promptly comply with all governmental orders and directives for the
corrective prevention and abatement of any violations or nuisances in or
upon, or connected with, the Premises; all at Tenant's sole expense. It is
hereby understood and agreed that Landlord has no obligation to alter,
remodel, improve, repair, decorate or paint the Premises, except as
specified in Exhibit B, if attached hereto, and that no representations
respecting the condition of the Premises or the Building have been made by
Landlord to Tenant, except as specifically set forth herein.
Notwithstanding the above provisions of this Article, Landlord shall repair
and maintain the structural portions of the Building, including the basic
plumbing (excluding wet bars and sinks within the Tenant's space), air
conditioning, heating and electrical systems, installed or furnished by
Landlord. Landlord shall not be liable for any failure to make any repairs
or to perform any maintenance unless such failure shall persist for an
unreasonable time after written notice of the need for such repairs or
maintenance has been given to Landlord by Tenant. Additionally, Landlord
may from time to time perform remodeling, renovation or other construction
in, on or to the Building and its common areas, which work may render
certain of such areas unavailable for use by Tenants, and which work may
inconvenience Tenant's access to or quiet enjoyment of the Premises.
Except as provided in Article 22, there shall be no abatement of rent and
no liability of Landlord by reason of any injury to or interference with
Tenant's business arising from the making of any such repairs, alterations,
improvements, remodeling, renovation or other construction in or to any
portion of the Building or the Premises or in or to fixtures, appurtenances
and equipment herein, and Tenant hereby waives any and all rights relating
thereto. Additionally, Tenant waives the right to make repairs at
Landlord's expense under any law, statute or ordinance now or hereafter in
effect. Tenant may understand that Landlord is considering making
improvements to the lobby and/or other common areas of the Building.
Tenant expressly acknowledges that: (a) Landlord may or may not undertake
all or part of such improvements; and (b) Tenant did not rely upon the
occurrence of such improvements in executing this Lease.
-1-
4. AMERICANS WITH DISABILITIES ACT: From and after the execution date of this
document, Tenant covenants and agrees to conduct its operations, at
Tenant's sole cost and expense, in compliance with the ADA (as defined
below).
a. In the event Tenant undertakes any alterations or improvements to,
for, or within the Premises, including initial build-out work if such
work, pursuant to other terms of this Lease, is the responsibility of
Tenant to perform, or if such alteration or improvements are
necessitated by Tenant's particular employee(s) or change of use of
the Premises to a public accommodation, then Tenant agrees to cause
such alterations to be performed, at Tenant's sole cost and expense,
in compliance with the ADA. Additionally, if Landlord reasonably
determines, after consultation and discussion with Tenant, that the
common areas of the Building must be altered under the ADA because of
Tenant's change of use of the Premises, all such alterations shall be
made in compliance with the ADA at Tenant's sole cost and expense.
b. Tenant hereby agrees to indemnify and hold harmless Landlord and
Landlord's officers, directors, shareholders and employees (and, if
requested by Landlord, to defend Landlord or such other indemnified
parties by employment of legal counsel acceptable to Landlord) from
and against any and all claims, demands, causes of action, costs,
expenses (including attorneys' fees and litigation costs), damages,
fines, penalties and liabilities of whatsoever kind and nature which
are asserted against or incurred by Landlord or other indemnified
parties hereunder, which are based upon or arise out of or relate to a
breach of the foregoing Tenant covenants. Landlord covenants that it
shall implement within a reasonable time an ADA compliance plan with
respect to alterations in the Building's common areas that are readily
achievable.
c. The additional rent payable under Article 28 shall include expenses of
Landlord that are required to cause the Premises or the real property
of which the premises are a part (including the land and common areas)
to comply with the ADA, but shall exclude costs and expenses charged
by Landlord to a specific tenant (other than Tenant) in accordance
with provisions similar or comparable to sub-article (a) above.
d. Pursuant to sub-articles (a), (b) and (c) above, Landlord and Tenant
have allocated certain liabilities and obligations under the federal
law commonly known as the Americans with Disabilities Act, 42 U.S.C.
12101 et seq., together with the regulations and accessibility
guidelines thereunder, as supplemented and amended from time to time
(collectively, the "ADA").
5. ENVIRONMENTAL MATTERS: Without limiting any other provisions of this
Lease:
a. Tenant agrees to comply with Environmental Laws (as defined below) and
shall not cause or permit any Hazardous Substance (as defined below)
to be used, stored, generated, or disposed of, on or in the Premises
by Tenant, Tenant's agents, employees, contractors or invitees without
first obtaining Landlord's prior written consent.
b. As used herein, "Hazardous Substance" means any substance which is
toxic, ignitable, reactive, or corrosive and which is regulated by the
United States government, the State of Oregon or any local government,
including without limitation any and all materials or substances which
are defined as "hazardous wastes," "extremely hazardous wastes,"
radioactive materials," contaminants," "pollutants," or "hazardous
substances" pursuant to Environmental Laws, including, but not limited
to asbestos, polychlorinatedbiphenyls and petroleum.
c. As used herein, "Environmental Laws" means all federal, state and
local statutes, laws, ordinances, orders and regulations relating to
the use, generation, release, handling, storage, discharge,
transportation, deposit or disposal or Hazardous Substances or
otherwise related to protection of health or the environment.
d. To the best of Landlord's knowledge, there are not Hazardous
Substances in, on or about the Building or its underlying land as of
the date hereof. Landlord's knowledge is based solely on an
Environmental Site Assessment Report on the Building dated August 10,
1990, prepared by SRH Environmental Management.
III. INCORPORATION:
Redress for any claims against Landlord under this FIRST AMENDMENT TO LEASE
shall only be made against Landlord to the extent of Landlord's interest in the
property to which the leased premises are a
-2-
part. The obligations of the Landlord under this FIRST AMENDMENT TO LEASE
shall not be personally binding, nor shall any resort be had to the private
properties of any its trustees or board of directors and officers, as the
case may be, its investment manager, its investment manger, the partners
hereof, or any employees or agents of Landlord.
The parties hereto have executed this FIRST AMENDMENT TO LEASE on the date
specified immediately below their respective signatures.
LANDLORD: TENANT:
XXXXXXXX XXXXXXXX PLAZA, INC., ANTIVIRALS, INC.
AN OREGON CORPORATION AN OREGON CORPORATION
BY: /s/ Xxxxxxx X. Xxxxxx BY: /s/ Xxxx X. Xxxxxxx
------------------------------- --------------------------------
Xxxxxxx X. Xxxxxx
Senior Asset Manager
DATE: 8/30/95 DATE: 8/25/95
----------------------------- ------------------------------
BY: /s/ Terumitsu Takeuchi
-------------------------------
Terumitsu Takeuchi
President
DATE: 8/30/95
-----------------------------
