EXHIBIT 10.21
AGREEMENT
---------
IT IS HEREBY AGREED by and between XXXXXXX XXXXXXXXX and THE XXXX
XXXXXXXXX 1988 TRUST, that the rental proceeds (base and additional rents)
received from TULARIK, INC., for the rental of a portion of premises known as
000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000, are to be paid to XXXXXXX XXXXXXXXX
only.
Dated: July 23, 1998
/s/ Xxxxxxx Xxxxxxxxx
-----------------------------
XXXXXXX XXXXXXXXX
THE XXXX XXXXXXXXX 1988 TRUST
By /s/ Xxxx Xxxxxxxxx
---------------------------
XXXX XXXXXXXXX - Trustee
STATE OF NEW YORK )
:ss.:
COUNTY OF SUFFOLK )
On the 23rd day of July, 1998, before me personally came XXXXXXX
XXXXXXXXX and XXXX XXXXXXXXX, to me known to be the individuals described in and
who executed the foregoing instrument, and acknowledged that they executed the
same.
/s/ [ILLEGIBLE]
---------------------------
Notary Public
EXHIBIT B
BASIC RENT SCHEDULE
MONTHLY ANNUALLY
First Year $ 16,916.66 $ 203,000.00
Second Year 17,593.32 211,119.84
Third Year 18,297.05 219,564.60
Fourth Year 19,028.93 228,347.16
Fifth Year 19,790.08 237,480.96
Sixth Year 20,581.68 246,980.16
Seventh Year 21,404.94 256,859.28
EXHIBIT C
Tenant Improvements will consist of:
a. Administrative Offices spaces including office furniture and workstations.
b. Molecular Biology Labs including fume hoods, biosafety cabinets, and
casework.
c. Tissue Culture suites.
d. Lab Support Spaces including Photo/Dark Room, PCR room (DNA Mapping), Cold
Room.
e. D.I. Water/Mechanical room.
f. Glassware was room including glass washer and autoclave.
g. Telecom/Network room including telephone switch and networking equipment.
h. Backup generator.
RIDER TO A.I.R.E.A. STANDARD INDUSTRIAL LEASE -- MULTI-TENANT (MODIFIED NET -
1993) DATED, FOR REFERENCE PURPOSES JULY ________, 1998 BY AND BETWEEN XXXXXXX
XXXXXXXXX AND THE XXXX XXXXXXXXX 1988 TRUST (COLLECTIVELY, "LESSOR"), AND
TULARIK INC. ("LESSEE").
This Rider is attached to and made a part of the above-referenced typeset lease
(the "Lease"). In the event of any conflict between the typeset portion of the
Lease and this Rider, the terms and provisions of this Rider shall govern. If
any addenda or amendments are also attached to the typeset portion of the Lease,
this Rider shall govern to the extent of any conflict between the terms and
provisions of this Rider and such addenda or amendments. All references in the
following paragraphs or to corresponding paragraphs of the typeset portion of
the Lease, except as otherwise expressly provided herein.
1. Par 1.3: Term:
The Commencement Date shall be that date which is thirty (30) days from the
execution of this Lease. The Commencement Date shall be delayed by one (1) day
for each day of delay in the move into the Premises that is caused by any Force
Majeure Delay or Landlord Delay. No Landlord Delay (as hereinafter defined) or
Force Majeure Delay (as hereinafter defined) shall be deemed to have occurred
unless and until the party claiming such delay has provided written notice to
the other party specifying the action or inaction that such notifying party
contends constitutes a Landlord Delay or Force Majeure Delay, as applicable. If
such action or inaction is not cured within one (l) day after receipt of such
notice, then a Landlord Delay or Force Majeure Delay, as set forth in such
notice, shall be deemed to have occurred commencing as of the date such notice
is received and continuing for the number of days the substantial completion of
the Premises was in fact delayed as a direct result of such action or inaction.
2. Par. 2.2: Condition:
The words "thirty (30) days" which appear in the fifth and sixth lines
of paragraph 2.2 are deleted and the words "one (1) year" are substituted
therefor.
3. Par 2.3: Compliance with Covenants, Restrictions and Codes:
The words and numeral "six (6) months" which appear in the seventh
line of paragraph 2.3 are deleted and the words and numeral "one (1) year" are
substituted therefor.
1.
4. Par. 2.4: Acceptance of Premises: This paragraph is deleted in it entirety.
5. Par. 2.7: Common Areas - Changes.
Notwithstanding the provisions of Paragraph 2.7, Lessor shall make no
changes to or uses of the Common Areas which materially adversely affect
Lessee's use and occupancy of the Premises, except to the extent reasonable and
necessary for Lessor to comply with its obligations under this Lease.
6. Par. 3.2: Early Possession.
Notwithstanding the provisions of Paragraph 3.2, Lessee shall have the
right to enter the Premises at any time prior to the Commencement Date to
undertake, at its sole cost, those certain tenant improvements set forth in
Exhibit C attached, hereto and incorporated herein by reference, as more
particularly described therein (the "Tenant Improvements") and to take
reasonable preparatory measures for its occupancy of the Premises, including,
without limitation the installation of its trade fixtures, furnishings, and
telephone and computer equipment. Such entry shall be subject to all of the
terms and conditions of this Lease, except that Lessee shall not be required to
pay any Base Rent or Common Area Operating Expenses during such early occupancy
period.
7. Par. 3.3: Delay in Possession.
Notwithstanding the provisions of Paragraph 3.3' if Lessor has not
delivered the Premises to Lessee with Landlord's work substantially completed,
free of occupants and tenants, on or before one (1) month after the Commencement
Date 1998, Lessee shall have the right thereafter, until such possession is
delivered to Lessee, to cancel this Lease. Upon such cancellation, Lessor shall
return to Lessee all sums theretofore deposited by Lessee with Lessor and
neither party shall have any further liability or obligation to the other.
8. Par. 4.2: Common Area Operating Expenses.
2.
(a) Notwithstanding the provisions of Paragraph 4.2, the following
shall not be included within Common Area Operating Expenses:
(i) Costs of a capital nature, including but not limited to capital
improvements and alterations, capital equipment, and capital tools as determined
in accordance with generally accepted accounting principles.
(ii) Overhead profit increments paid to Lessor's subsidiaries or
affiliates for management or other services on or to the Building or for
supplies or other materials to the extent that the cost of the services,
supplies, or materials exceeds the cost that would have been paid had the
services, supplies, or materials been provided by unaffiliated parties on a
competitive basis.
(iii) All interest, loan fees, and other carrying costs related to
any mortgage or deed of trust on the Building or any capital item, and all
rental and other payable due under any ground underlying lease, or any lease for
any equipment ordinarily considered to be of a capital nature (except janitorial
equipment is not affixed to the Building.)
(iv) Any compensation paid to clerks, attendants, or other persons
in commercial concessions operated by Lessor.
(v) Advertising and promotional expenditures.
(vi) Costs of repairs and other work occasioned by fire, windstorm,
or other casualty of an insurable nature.
(vii) Any costs, fines, or penalties incurred due to violations by
Lessor of any governmental rule or authority, this or any other lease in the
Building, or due to Lessor's negligence or willful misconduct.
(viii) Management costs (which shall be deemed to include salaries,
benefits and other compensation to all management) in excess of three percent
(3%) per annum of the annual Base Rent.
3.
(ix) Costs for sculpture, paintings, or other objects of art (nor
insurance thereon or extraordinary security in connection therewith).
(x) The cost of monitoring, containing, removing, or otherwise
remediating any contamination of the Premises at the property (including the
underlying land and ground water) by any Hazardous Materials where such
contamination was not caused by Lessee.
(xi) Any other expense that under generally accepted accounting
principles and practice consistently applied would not be considered a normal
maintenance or operating expense.
(b) Lessor shall keep complete and accurate records in accordance
with good bookkeeping and accounting practices regarding all Common Area
Operating Expenses. Lessee shall have the right to audit such records for each
calendar year during the term of this Lease by notifying Lessor within 120 days
following the end of each such calendar year and/or 120 days after Lessor has
furnished Lessee a statement of such actual expenses. If an audit (performed by
a certified public accountant on behalf of Lessee) reveals that Lessor has
overcharged Lessee for common Area Operating Expenses, Lessor shall refund the
amount overcharged within ten days after such determination has been made. If
Lessor has overcharged Lessee by more than 5%, Lessor shall refund the
overcharged amount and, in addition, shall pay the costs of Lessee's audit.
9. Par. 5: Security Deposit.
Notwithstanding the provisions of Paragraph 5, Lessor shall keep the
security deposit in an interest-bearing money market account segregated from
Lessor's funds, with interest to accrue for the benefit of Lessee.
10. Par. 6.1(a): Compliance with Law.
Paragraph 6.1(a) of the Lease is amended by adding the language at the
end of this section:
4.
Notwithstanding anything to the contrary contained in this Lease,
throughout the term hereof, Lessee shall not be responsible compliance with any
laws, codes, ordinances, rules, regulations governmental directives, including
but not limited to the Americans with Disabilities Act ("ADA"), where such
compliance is related specifically to Lessee's use and occupancy of the
Premises. For example, if any governmental authority should require the building
to be structurally strengthened against earthquake, or should require the
removal of asbestos from buildings, such shall be performed by and at the sole
cost of Lessor.
11. Par. 7.2: Lessor's Obligations.
Notwithstanding the provisions of Paragraph 7.2 if Lessor fails to
timely perform its maintenance and repair obligations hereunder within ten (10)
days after notice from Tenant specifying the action required hereunder, and, as
a consequence, Lessee's use of the Premises is substantially impaired, Lessee
shall have the right to cause such repair or maintenance to be performed at
Lessor's expense and to deduct the costs thereof, together with interest thereon
at the highest rate permitted by law, from the Rent payable to Lessor.
12. Par. 7.3: Alterations and Additions.
Notwithstanding the provisions of Paragraph 7.3:
(a) Lessee shall be entitled to make non-structural alterations,
additions and Utility Installations in or to the Premises, without the prior
consent of Lessor, so long as the same do not affect any structural or exterior
portions of the Building or adversely affect the Building's electrical, plumbing
or HVAC Systems, and provided the Lessee provides the Lessor with a copy of its
construction plan and/or sketch prior to commencement of work.
In addition, Lessor hereby consents to the making of the following
alterations, additions and Utility Installations [See Exhibit C attached
hereto].
(b) With respect to any alterations, additions or Utility
Installations requiring Lessor's consent, Lessor shall not reasonably withhold
its consent thereto.
(c) Lessee shall not be required to remove (but may elect to remove)
(i) any of the initial Tenant Improvements constructed by on behalf of Lessee,
as more particularly described on Exhibit attached hereto and incorporated
herein by reference and (ii) any
5.
alterations, additions or utility Installations for which Tenant obtained
Lessor's consent, unless Lessor has indicated, at the of granting such consent,
that such removal will be required.
3. Par. 8.7: Indemnity.
(a) Notwithstanding anything to the contrary in Paragraph 8.7 or 8.8,
Lessee shall not be required to indemnify, defend, or hold Lessor harmless from
or against claims, liability, loss, cost or expense arising out of (i) the
breach by Lessor, or Lessor's agents, employees, licensees, invitees, or
independent contractors (collectively "Lessor's Agents"), of any covenant,
representation warranty under this Lease, or (ii) any negligence or willful
misconduct of Lessor or Lessor's Agents.
(b) Lessor shall protect, defend and hold harmless Lessee Lessee's
employees, officers, agents, directors, and shareholders, and the successors and
assigns of each of the foregoing, against and from any and all claims, demands,
losses, liabilities, damages, costs and expenses, (including, without
limitation, attorneys' and consultants' fees and the costs and expenses of
defense) arising or resulting from or in connection with Lessor's or Lessor's
Agents' breach of any covenant, representation or warranty under this Lease,
(ii) Lessor's or Lessors' Agents negligence or willful misconduct, or (iii)
Lessor's ownership, management or operation of the Industrial Center. The mutual
indemnity obligations of Lessor and Lessee under this Lease shall not, however,
release the respective insurers of Lessor and Lessee from such insurers'
obligations under any policies covering their respective insureds.
14. Par. 9: Damage or Destruction.
Notwithstanding anything herein to the contrary,
(a) Lessor shall notify Lessee within 30 days of the date of any
casualty specifying Lessor's architect's or engineer's reasonable estimate as to
the time required to rebuild or restore the Premises;
(b) If in the reasonable opinion of Lessor's architect or engineer,
the Premises will take longer than 180 days to rebuild or restore, Lessee may,
notwithstanding Lessor's obligation or election to rebuild, terminate this Lease
by written notice to Lessor within ten (10) days after Lessee's receipt of
Lessor's notice. Such termination shall be effective thirty (30) days after the
giving of Lessee's notice.
6.
(c) If Lessor fails to restore the Premises (including reasonable
means of access thereto) within a period which is sixty days longer than the
period stated in Lessor's notice to Lessee as estimated rebuilding period,
Lessee, at any time thereafter until such rebuilding is completed, may terminate
this Lease by delivering written notice to Lessor of such termination, in which
this Lease shall terminate as of the date of the giving of notice.
15. Par. 9.6: Abatement of Rent.
Delete from paragraph 9.6(a) the last sentence of such paragraph and
the words "but not in excess of proceeds from insurance required to be carried
under Paragraph 8.3(b)."
16. Par. 10: Real Property Taxes.
Notwithstanding anything to the contrary in Paragraph 10:
(a) Lessee's obligation to pay any assessments included in Real
Property Taxes shall be calculated on the basis of the amount due if Lessor had
allowed the assessment to go to bond and the same were to be paid over the
longest period available; and
(b) Lessee shall be required to pay any tax based on (1) gross or net
rents, (2) the square footage of the Premises or the Project, (3) this
transaction (or any document relating thereto), (4) the occupancy of Lessee, or
(5) any other tax, fee, or excise, however described, including, without
limitation, a so called "value added tax," as a direct substitution in whole or
in part for, or in addition to, any real property tax, only to the extent that
any such tax is in substitution of any real property tax it would otherwise be
obligated to pay.
17. Par. 12: Assignment and Subletting.
(a) Notwithstanding the provisions of Paragraph 12, the assignment of
rents described in Paragraph 12.3(a) shall apply only during such periods as
Lessee is in default under this Lease (the applicable grace period, if any,
having expired). Furthermore, any notice by Lessor to Lessee's assignee or
sublessee requiring such assignee or sublessee to pay rental
7.
directly to Lessor shall be sworn to be true by Lessor and Lessor shall
simultaneously deliver a copy of any such notice to Lessee.
(b) Delete paragraph 12.1(d) in its entirety.
18. Par. 13.1 Default; Breach; Remedies.
(a) The three (3) day period provided in Paragraph 13.1(b) is
extended to five (5) business days.
(b) The words "knowingly made and "are added after the word 'was" in
the first line of paragraph 13.1(f).
19. Par. 14: Condemnation.
Notwithstanding anything to the contrary in Paragraph 14, shall be
entitled to any condemnation award, or payment made threat of condemnation, for
loss of goodwill, moving costs, unamortized portion of any tenant improvements
made at the of Lessee, loss of tenant's personal property and Lessee's fixtures,
and loss of Lessee's leasehold interest (including loss of the purchase and
other options granted to Lessee hereunder).
20. Par. 16: Tenancy Statements.
Lessor shall not request financial statements of Lessee pursuant to
Paragraph 16.2 more frequently than once every 12 months during the term hereof.
21. Par. 19: Interest on Past-Due Obligations. This paragraph is deleted in
its entirety.
22. Par. 23: Notices.
8.
Paragraph 23 is deleted in its entirety and replaced with the
following:
All notices, approvals, consents, and other communications ("Notices") to
be given under this Lease must be in writing and may be given by any method
of delivery which provides evidence or confirmation of receipt including
but not limited to personal delivery, express courier (such as Federal
Express), telecopy, and prepaid certified or registered mail with return
receipt requested. Notices shall be deemed to have been given and received
on the earlier of actual receipt, refusal to accept delivery, or three (3)
business days after the day of deposit into prepaid registered or certified
U.S. mail. Notices shall be given and/or addressed to the respective
parties at the following addresses:
If to Lessor: Xxxxxxx Xxxxxxxxx and The Xxxx Xxxxxxxxx
1988 Trust
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
If to Lessee: Tularik Inc.
Xxx Xxxxxxxxx Xxxxx
Xxxxx Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx, General Counsel
Either party may change its address for receipt of notice by giving
notice to the other party in accordance with the provisions hereof.
23. Par. 30: Subordination. Notwithstanding anything to the contrary in
Xxxxxxxxx 00, Xxxxxx shall not be required to subordinate its interest under
this Lease unless (a) such subordination does not materially increase Lessee's
obligations or materially decrease its rights under this Lease, and (b) Lessor
first obtains from the holder of the mortgage, deed of trust or other instrument
of security to which this Lease is to become subordinated a written agreement
that provides substantially that as long as Lessee performs its obligations
under this Lease, no foreclosure of; deed given in lieu of foreclosure of; or
sale under the encumbrance, and no steps or procedures taken under the
encumbrance, shall affect Lessee's rights hereunder.
9.
24. Par. 32: Lessor's Access.
Lessor shall give Lessee not less than 24 hours' prior notice of
Lessor's entry onto the Premises pursuant to Paragraph 32. In addition, Lessor
shall be entitled to impose reasonable security restrictions on Lessor and
Lessor' Agents. The foregoing limitations shall not apply in cases of emergency,
where Lessor shall have such rights of access as is reasonable under the
circumstances; provided, however, that Lessor shall use reasonable efforts first
to contact the following person in connection with such emergency: Emergency
contact: Xxxxx Xxxxxx phone/day: 000-000-0000; phone/evening and weekends: 516-
754-0448.
25. Par. 34: Signs.
Notwithstanding the provisions of Paragraph 34, Lessor hereby consents
to Lessee's installation of signage, at Lessee's sole cost and expense, at the
locations indicated in Exhibit D, to follow. Lessee shall remove all such
signage at the expiration of the lease term and repair any damage caused by such
removal.
26. Par. 39.5 Options to Extend.
(a) The first paragraph of paragraph 39.5 is hereby deleted and the
following is substituted therefor:
Lessor hereby grants to Lessee two (2) successive options to extend the
term of this Lease, each for a period of five (5) years, commencing at the
expiration of the original lease Term and the first extended Term, as the case
may be (as extended, the 'First Extended Term" and the "Second Extended Term"),
upon each and all of the following terms and conditions:
(b) Paragraph 39.5(i) is hereby deleted and the following is substituted
therefor:
(i) Lessee gives to Lessor, and Lessor actually receives on a date
which is prior to the date that the First or Second Extended Terms, as the case
may be, would commence
10.
(if exercised) by at least six (6) months, a written notice of the exercise of
the option to extend this Lease for the First or second Extended Term, as the
case may be, time being of the essence. If said notification of the exercise of
said option is not so given and received, the option shall automatically expire,
(c) The language in Paragraph 39.5(vi) is hereby deleted and the following
is substituted therefor:
(v) Notwithstanding anything herein to the contrary, Lessor agrees that
the two (2) Options to Extend are not personal to Lessee but may be exercised by
any assignee or transferee of Lessee hereunder. Lessor further agrees that
provided (a) Lessee is not then in default of its obligations under this Lease
(which default is continuing after notice thereof from Lessor and the expiration
of any applicable grace period provided therefor in the Lease), and (b) Lessee
has exercised its option to extend pursuant to paragraph 39-5 hereof at least
six (6) months prior to the expiration of the original Lease term, or the First
Extended Term, as the case may be, Lessor shall exercise (i) its first "option
to renew', pursuant to the Master Lease, for an additional period of five (5)
years, commencing upon the expiration of the original term, and (ii) its second
five (5) year "option to renew pursuant to the Master Lease, such term
commencing upon the expiration of the First Extended Term.
(d) Paragraph 39.5(iv) is hereby deleted and the following is substituted
therefor:
The monthly rent payable under Paragraph 1.5 ("Base Rent") of the
Lease shall be increased during the First Extended Term and the Second Extended
Term as set forth below:
RENT DURING FIRST EXTENDED TERM
Period Per Annum Per Month
Eighth Year $267,133.68 $22,261.14
Ninth Year 277,819.08 23,151.59
Tenth Year 288,931.80 24,077.65
11.
Eleventh Year 300,489.12 25,040.76
Twelfth Year 312,508.68 26,042.39
RENT DURING SECOND EXTENDED TERM
Period Per Annum Per Month
Thirteenth Year $325,009.08 $27,084.09
Fourteenth Year 338,009.40 28,167.45
Fifteenth Year 351,529.80 29,294.18
Sixteenth Year 365,590.85 30,465.91
Seventeenth Year 380,214.48 31,684.55
If the First Extended Term or Second Extended Term, as the case may be,
commences on a day or expires on a day other than the last day of a calendar
month, the Rent for such fractional month shall be pro-rated on a daily basis
based upon a thirty (30) day calendar month.
(e) Paragraph 39.5(v) is amended to add the words "First" before the
word "Extended" in the first line of paragraph 39.5(v) and to add the words "and
Second Extended Term" after the word "Term" in the first line of paragraph
39.5(v).
27. Add a new Par. 49 entitled "Lessor's Representations and Warranties".
Lessor represents and warrants that, as of the Commencement Date, (a)
Lessor has full power and authority to enter into this Lease; (b) the Premises
and any improvements constructed or to be constructed thereon by Lessor shall be
free from material structural defects and the Building systems are in good
working order, condition and repair; (c) the Premises and any improvements
constructed by Landlord shall comply with all applicable covenants and
restrictions of record, statutes, ordinances, codes, rules, regulations, orders,
and requirements, including but not limited to the Americans With Disabilities
Act ("ADA"); (d) the Premises and Industrial Center are free from Hazardous
Materials (and for purposes of this subclause (f), the Premises and/or
Industrial Center shall be deemed to include the underlying soil and ground
water); and (6) there are no underground storage tanks at the Premises. In the
event of a breach of the foregoing warranties, Lessor shall promptly rectify
such breach at its sole cost and
12.
expense. Lessor also shall protect, indemnify, defend, and hold Lessee harmless
from and against any and all liability, loss, suits, claims, actions, costs, and
expense (including, without limitation, attorneys' fees) arising from (i) any
breach of the foregoing warranties and (ii) any contamination of the Premises
and/or Industrial Center (including the underlying land and groundwater) by any
Hazardous Materials, where such contamination was not caused by Lessee. The
provisions of this paragraph shall survive the termination or expiration of this
Lease. Lessee acknowledges that Lessor has made no representation or warranty
respecting the suitability of the Premises for Lessee's intended use.
28. Add a new Par. 50 entitled, Landlord's Work".
Lessor shall at its sole expense, prior to the Commencement Date, construct and
install those certain improvements and equipment, set forth in Paragraph 49 of
the printed Lease form (collectively, "Landlord's Work"). Lessor shall apply for
and obtain the necessary permits and approvals to allow construction of
Landlord's Work. Upon receipt of such approvals and permits, Lessor shall
diligently construct and complete Landlord's work substantially in accordance
with plans and specifications approved by Lessor and Lessee. Such construction
shall be performed in a in a good and workmanlike manner and shall comply with
all applicable governmental codes, laws, ordinances and regulations, and Lessor,
if required, will obtain a building permit and certificate of occupancy or
certificate of completion from the Town of Huntington and deliver a copy of same
to the Lessee.
29. Add a new Par. 51 entitled "Tenant Improvements"
Lessee shall use reasonable efforts to cause, at its sole cost and expense,
the Tenant Improvements to be completed on or before the Commencement Date.
Lessee shall undertake and diligently complete, subject to Landlord Delays and
Force Majeure Delays, construction of Such Tenant Improvements in the Premises
substantially in accordance with plans and specifications to be mutually
approved by Lessor and Lessee, which approval shall not be unreasonably withheld
or delayed. All such work shall be preformed in a good and workmanlike manner,
and shall conform to all applicable governmental codes, laws and regulations in
force at the time such work is completed. Lessor and Lessee shall both use their
best efforts to develop, review and approve all working drawings, final
drawings, specifications, changes (if applicable) and other matters promptly,
diligently and within such time periods set forth below.
Lessor shall approve, deny or request modification of any plans and
specifications for the Tenant Improvements within five (5) days after submission
by Lessee. If Lessor fails to approve,
13.
deny or modify such plans and specifications within such five (5) day period,
Lessor shall be deemed to have approved the subject plans and specifications.
For purposes of this Lease, Landlord Delay shall mean:
(a) Any delay resulting form Lessor's failure to furnish, in a timely
manner, information requested by Lessee or by the or General Contractor for
Tenant Improvements in connection with the design or construction of Tenant's
Work, or Lessor's failure to approve in a timely manner any matters requiring
approval by Lessor; or
(b) Any delay of any other kind or nature caused by Lessor or
Lessor's contractors, agents, or employees) or resulting from performance of
Landlord's Work.
For purposes of this Lease, Force Majeure Delay shall mean:
Delays due to acts of God, acts of public agencies, labor, strikes,
fires, freight embargoes, rainy or stormy inability to obtain supplies,
materials, fuels or permits, delays of contractors or subcontractors, or other
causes or contingencies beyond the reasonable control of Lessor or Lessee, as
applicable.
30. Add a new Par. 52 entitled "Landlord's Lien:"
Notwithstanding anything herein to the contrary, Lessor waives any and
all rights, title and interest Lessor now has, or hereafter may have, whether
statutory or otherwise, to Lessee's inventory, equipment, furnishings, trade
fixtures, books and records, personal property, and tenant improvements paid for
by Lessee located at the Premises (singly and/or collectively, the
"Collateral"). Lessor acknowledges that Lessor has no lien, right, claim,
interest or title in or to the Collateral. Lessor further agrees that Lessee
have the right, at its discretion, to mortgage, pledge, hypothecate or grant a
security interest in the Collateral as security for its obligations under any
equipment lease or other financing arrangement related to the conduct of
Lessee's business at the Premises. Lessor further agrees to execute and deliver
within three (3) business days any UCC filing statement or other documentation
required to be executed by Lessor in connection with any such lease or financing
arrangement, and any real estate consent or waiver forms submitted by any
vendors, equipment lessors, chattel mortgagees, or holders or owners of
14.
the Collateral setting forth, interalia that Lessor waives, in favor of such
party any superior lien, claim, interest or other right therein.
The Collateral shall not become the property of Lessor or a part of the realty
no matter how affixed to the Premises and may be removed by Lessee or any
Equipment Lessors at any time and from time to time during the entire term of
this Lease. Lessee shall promptly repair any damage caused by the removal of
such property, whether effected by Lessee or Equipment Lessors.
15.
"LESSOR" "LESSEE"
THE XXXX XXXXXXXXX 1988 TRUST TULARIK INC.
By: /s/ Xxxx Xxxxxxxxx By:
------------------- --------------------------------
XXXX XXXXXXXXX, as trustee and not
Individually Its:
------------------------------
/s/ Xxxxxxx Xxxxxxxxx
------------------------
Xxxxxxx Xxxxxxxxx, an individual
16.
