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EXHIBIT 10.23
AMENDMENT NO. 1
TO LEASE
THIS AMENDMENT NO. 1 is made and entered into this 1st day of March, 1999,
by and between XXXX XXXXXXXXX, Trustee, or his Successor Trustee UTA dated
7/20/77 (XXXX XXXXXXXXX SURVIVOR'S TRUST) )(previously known as the "Xxxx
Xxxxxxxxx Separate Property Trust") as amended, and XXXXXXX X. XXXXX, Trustee,
or his Successor Trustee UTA date 7/20/77 (XXXXXXX X. XXXXX SEPARATE PROPERTY
TRUST) as amended, collectively as LANDLORD, and NEOFORMA, INC., a Delaware
corporation, as TENANT.
RECITALS
A. WHEREAS, by Lease Agreement dated July 30, 1998 Landlord leased to
Tenant approximately 10,878+ square feet of that certain 22,500+ square foot
building located at 0000-0 Xxxxx Xxxx., Xxxxx 000, Xxxxx Xxxxx, Xxxxxxxxxx, the
details of which are more particularly set forth in said July 30, 1998 Lease
Agreement, and
B. WHEREAS, said Lease was amended by the Commencement Letter dated
September 15, 1998 which confirmed the September 1, 1998 Lease Commencement Date
and the August 31, 2003 Lease Termination Date, and,
C. WHEREAS, it is now the desire of the parties hereto to amend the Lease
by terminating said Lease effective April 30, 1999 and amending the Aggregate
Rent of said Lease Agreement as hereinafter set forth.
AGREEMENT
NOW THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, and in consideration of the hereinafter mutual promises, the
parties hereto do agree as follows:
1. TERMINATION OF LEASE: Subject to Paragraph 2 below, Landlord has
agreed to the early termination of said Lease Agreement effective April 30,
1999, subject to the terms and conditions stated herein. Tenant shall be
responsible for relinquishing the Premises in the condition required under Lease
Paragraph 8 ("Acceptance and Surrender of Premises") and Lease Paragraph 9
("Alterations and Additions") with the exception that Tenant shall not be
responsible for removing any alterations made to the Premises which were
officially consented to by Landlord. Prior to Lease Termination, Landlord and
Tenant shall conduct a joint inspection of the Premises to determine the extent
of the work required by Tenant to comply with the provisions of said Paragraphs
8 and 9 ("Restoration Work"). In lieu of Tenant completing the required
Restoration Work, Tenant agrees to pay to Landlord a fee equal to the total of
the estimates received from Landlord's contractors for the Restoration Work
("Restoration Fee"). Said Restoration Fee shall be paid by Tenant to Landlord
within ten days after Tenant receives Landlord's statement of said Restoration
Fee. Tenant shall be responsible for paying all Basic Rent and Additional Rent
and fulfilling all Lease obligations as contained in said Lease through the date
of termination. Notwithstanding the above, Tenant's obligations as stated in
Lease Paragraphs ("Compliance") and ("Hazardous Materials") shall survive the
Termination Date of this Lease.
2. EARLY TERMINATION OF LEASE CONTINGENT UPON LANDLORD OBTAINING AN AGREEMENT
WITH TENANT TO LEASE OTHER PREMISES: Landlord's agreement to allow the early
termination of Tenant's Lease is subject to and conditional upon Landlord
obtaining an executed agreement from Tenant to lease space located at 0000-0
Xxxxx Xxxx., Xxxxx Xxxxx, Xxxxxxxxxx (the "New Premises Lease") commencing the
day following the early Termination Date of Tenant's Lease. In the event
Landlord is unable to obtain the executed New Premises Lease with Tenant on or
before April 30, 1999 and/or in the event said New Premises Lease does not
commence on May 1, 1999, the Termination Date of this Lease shall be modified to
reflect the date Landlord so obtains the executed New Premises Lease and said
lease commences. In the event the Landlord does not obtain the executed New
Premises Lease from Tenant, this Lease shall continue in full force and effect
through the scheduled Lease Termination Date of August 31, 2003 and this
Amendment No. 1 shall be automatically rescinded. In no event, shall Tenant's
termination date exceed the original Termination Date of August 31, 2003
(provided Tenant fully
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complies with the terms and conditions in Paragraph 8, "Acceptance and
Surrender of Premises", of the Lease Agreement).
3. AGGREGATE RENT: The Aggregate Basic Rent for the Lease shall be decreased
by $1,544,676.00 or from $1,762,236.00 to $217,560.00.
EXCEPT AS MODIFIED HEREIN, all other terms, covenants, and conditions of
said July 30, 1998 Lease Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment No.
1 to Lease as of the day and year last written below.
LANDLORD: TENANT:
XXXX XXXXXXXXX SURVIVOR'S TRUST NEOFORMA, INC.
a Delaware corporation
By /s/ XXXX XXXXXXXXX By /s/ XXXXXXX X. XXXXX
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Xxxx Xxxxxxxxx, Trustee
Xxxxxxx X. Xxxxx
Date: 3/25/99 -------------------------------------
---------------------------- Print or Type Name
XXXXXXX X. XXXXX SEPARATE Title: CEO
PROPERTY TRUST -------------------------------
By /s/ XXXXXXX X. XXXXX Date: 4/14/99
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Xxxxxxx X. Xxxxx, Trustee
Date: 3/26/99
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