EXHIBIT 10.20
SUBLEASE
This Sublease, dated as of August 20, 1999, is entered into by and between
Tularik Inc., a Delaware corporation ("Sublessor"), and Igen International,
Inc., a Delaware corporation ("Sublessee").
Recitals
A. Sublessor leases certain premises (the "Premises") consisting of
approximately 66,127 rentable square feet of space located in that certain
building located at One Corporate Drive (formerly Two Corporate Drive), South
San Francisco, California (the "Building"). Sublessor is the tenant under that
certain Build-To-Suit Lease dated the 20th day of April 1995 (the "Master
Lease") with Britannia Developments, Inc., a California corporation, as
landlord; Britannia Development, Inc. assigned its interest as landlord under
the Master Lease to Britannia Gateway, LLC pursuant to an Assignment and
Assumption of Lease dated as of May 24, 1995; Britannia Gateway, LLC assigned
its interest under the Master Lease to Britannia Biotech Gateway Limited
Partnership, a Delaware limited partnership ("Master Lessor"), pursuant to an
Assignment and Assumption of Lease dated as of August 8, 1996. An accurate and
complete copy of the Master Lease is attached hereto as Exhibit A. Except as
otherwise expressly provided herein, any capitalized terms herein without
definition shall have the same meaning as they have in the Master Lease.
B. Sublessor desires to sublease to Sublessee, and Sublessee desires to
sublease from Sublessor, the Subleased Premises during the Term, as more
particularly described herein, pursuant to the terms and provisions hereof.
Now, Therefore, in consideration of the covenants and conditions contained
herein, Sublessor and Sublessee agree as follows:
Agreement
1. Term. The term of this Sublease (the "Term") shall commence on the
date Sublessor delivers possession of the Subleased Premises to Sublessee, as
provided for in Paragraph 4(b) (the "Commencement Date"), subject to the
provisions of Paragraph 18 hereof, and shall expire, unless sooner terminated or
extended pursuant to the further provisions hereof, at 11:59 p.m. on May 31,
2001, or such earlier date as the Master Lease may be terminated pursuant to the
terms thereof. With the advance written consent of the Sublessor, which consent
may be withheld in the sole discretion of Sublessor, Sublessee may extend the
Term on two (2) occasions for a period of six (6) months each at the rental rate
as shown in Section 3 below following written notice from Sublessee to Sublessor
no later than sixty (60) days prior to the date when this Sublease shall have
otherwise terminated. In no event shall the Term extend beyond 11:59 p.m. on May
31, 2002.
2. Subleased Premises. During the Term, Sublessor hereby subleases to
Sublessee, and Sublessee hereby subleases from Sublessor, on the terms and
conditions set forth herein, eight hundred fifty seven (857) square feet of the
Premises in the Building, as more particularly described on Exhibit B hereto and
made a part hereof (the "Subleased Premises").
3. Rent; Security Deposit. (a) Commencing on the Commencement Date and
continuing thereafter on the first (1/st/) day of each and every calendar month
during the Term, Sublessee shall pay to Sublessor in advance Three Thousand One
Hundred Twenty Eight Dollars
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and Five Cents ($3,128.05) ($3.65 per square foot) as rent for the Subleased
Premises (the "Rent"). Rent for any period less than a calendar month shall be a
pro rata portion of the monthly installment. Rent shall be payable to Sublessor
in lawful money of the United States, without prior notice, demand, or offset,
at the address set forth herein or at such other address as may be designated in
writing from time to time. In addition, upon the Commencement Date, Sublessee
shall pay to Sublessor the sum of Three Thousand One Hundred Twenty Eight
Dollars and Five Cents ($3,128.05) that shall be held as a security deposit by
Sublessor.
(b) If Sublessee defaults with respect to any provision of this Sublease or
the Master Lease and such default is not cured within the applicable cure
period, if any, Sublessor shall have the right, but shall not be required to,
use, apply, or retain all or any part of the security deposit for the payment of
any amounts due or any amount which Sublessor may spend or become obligated to
spend by reason of such default or to compensate for any other loss or damage
which Sublessor may suffer for any reason thereof. Sublessor shall not be
required to keep the deposit separate from its general funds and Sublessee shall
not be entitled to interest thereon. If Sublessee fully and faithfully performs
every provision of this Sublease to be performed by it, the security deposit
shall be returned to Sublessee within thirty (30) days after the termination of
this Sublease and after Sublessee has vacated the Subleased Premises, less any
amounts due to Sublessor pursuant to this Sublease.
(c) Sublessor shall be responsible for the payment of property taxes,
property insurance (Building only), common area maintenance, janitorial
(excluding lab benches in the Subleased Premises), HVAC (unless such services
are requested by Sublessee during times when such services are not required by
Sublessor), utilities on the Premises, property dues, elevator maintenance,
sprinklers, security, garbage, pest control, earthquake insurance, water
treatment, HVAC maintenance, landscaping and parking lot maintenance, or any
other costs that Sublessor is required to pay under the Master Lease pursuant to
its terms. Anything in this Sublease to the contrary notwithstanding, Sublessor
shall not be responsible for any other services required by Sublessee. Other
services that are required by Sublessee may be negotiated between Sublessor and
Sublessee and, if appropriate, billed to Sublessee at Sublessor's actual cost
for such service.
(d) In the event of any casualty or condemnation affecting the Subleased
Premises, Rent payable by Sublessee shall be abated hereunder, but only to the
extent that Rent under the Master Lease is abated with respect to the Subleased
Premises, and Sublessee waives any right to terminate the Sublease in connection
with such casualty or condemnation except to the extent the Master Lease is also
terminated as to the Subleased Premises or any material portion thereof. In the
event of the termination of Sublessor's interest as "Tenant" under the Master
Lease for any reason, then this Sublease shall terminate coincidentally
therewith without such termination constituting a default of Sublessor or
Sublessee. In the event of any taking, Sublessee shall have no claim to any
award. In the event of any casualty, Sublessor shall perform such restoration
as is required of Sublessor pursuant to the Master Lease and to the extent such
casualty is the result of Sublessee's action or inaction, Sublessee shall
restore the Subleased Premises as soon as reasonably practicable.
(e) Anything in this Sublease to the contrary notwithstanding, Sublessee
shall be liable for, and shall pay prior to delinquency, and shall deliver
evidence of payment prior to delinquency, all taxes levied against any personal
property, fixtures, machinery, equipment, apparatus, systems and appurtenances
or improvements placed by or on behalf of Sublessee in, about, upon or in
connection with the Subleased Premises.
4. Condition of the Subleased Premises. (a) Sublessor represents and
warrants that, as of the Commencement Date: (i) all systems that are essential
to the operation of the Building (e.g., HVAC, electrical, roof and plumbing
systems) are in good working condition;
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and (ii) that the Premises are free of any defects and violations of applicable
law. Except as expressly set forth in this Section 4(a): (i) Sublessor has made
no representations or warranties of any kind or nature whatsoever respecting the
Subleased Premises or its condition or suitability for Sublessee's use; and,
except as otherwise provided hereinafter, (ii) Sublessee agrees to accept the
Subleased Premises "as is, where is," with all faults, without any obligation on
the part of Sublessor to modify, improve or otherwise prepare the Subleased
Premises for Sublessee's occupancy.
(b) Sublessor agrees to undertake the following improvements to the
Subleased Premises at Sublessor's cost prior to the Commencement Date: (1)
installation of building standard carpet in Room 155A; (2) installation of
telephone wiring throughout the Subleased Premises (i.e., in Rooms 154, 155 and
155A); (3) installation of locks and entry door to the Subleased Premises and on
doors to Rooms 154, 155A and 156; and (4) installation of Sublessee's
identification sign at the entrance to the Subleased Premises (i.e., exit
passage 167A). Sublessor agrees to undertake the following improvements to the
Subleased Premises at Sublessee's cost prior to the Commencement Date: (1)
addition of a door to Room 155A; (2) extension of the dividing wall between
Rooms 155 and 155A to create a corridor between Rooms 155 and 155A as shown on
Exhibit B.
(c) Sublessor has not made an independent investigation of the Premises or
determination with respect to the physical and environmental condition of the
Premises including without limitation the existence of any underground tanks,
pumps, piping, toxic or hazardous substances on the Premises. No investigation
has been made by Sublessor to ensure compliance with the "American With
Disabilities Act" ("ADA"). ADA may require a variety of changes to the
Subleased Premises, including potential removal of barriers to access by
disabled persons and provision of auxiliary aids and services for hearing,
vision or speech impaired persons. Sublessee shall rely solely on its own
investigations and/or that of a licensed professional specializing in the areas
referenced in this Section 4(b).
5. Use. Sublessee may use the Subleased Premises as administrative
offices and for research and development purposes to the extent permitted under
the Master Lease and for no other purpose without the approval of the Master
Lessor and Sublessor. Sublessor shall have the right to inspect the Subleased
Premises during regular business hours after giving Sublessee not less than
forty-eight (48) hours notice; provided, however, that Sublessor shall have the
right to access the Subleased Premises at any time, without notice, in the event
of an "emergency." Except in the case of an "emergency," Sublessor agrees not
to enter the Subleased Premises unless accompanied by an authorized
representative of Sublessee, unless Sublessee has failed to make available such
a representative after provision of the notice required by this paragraph.
Sublessee acknowledges and agrees that the operation and use of the Subleased
Premises may require that Sublessee apply for and receive licenses and/or
permits from various federal, state and local governments, and Sublessee
covenants and agrees to apply for an receive such licenses and/or permits as are
required. Sublessee shall provide to Sublessor copies of any such licenses
and/or permits to the extent applicable to the Subleased Premises. Sublessee
acknowledges, agrees and covenants that its occupancy, operation and use of such
Subleased Premises shall be in accordance with: (a) all applicable state and
federal regulations; (b) all licenses and permits that either Sublessee or
Sublessor has received or receives in the future respecting such Subleased
Premises; and (c) the Master Lease. In the event of any disagreement concerning
the interpretation of such licenses, permits, or the Master Lease, the
determination of the employee of Sublessor charged with ensuring compliance with
such licenses, permits, and the Master Lease shall be controlling. For purposes
of this Xxxxxxxxx 0, "xxxxxxxxx" shall mean a condition imposing a threat of
injury to person or property.
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6. Shared Access/Facilities. Sublessee acknowledges that the Premises
contains certain facilities, including: (a) the cafeteria; and (b) front lobby
area; (singly and/or collectively, the "Shared Facilities") that were installed
when the Premises were wholly occupied by one tenant. Sublessor has agreed to
provide access to and use of the Shared Facilities as may be reasonably required
by Sublessee, its employees, agents and invitees for the conduct of its business
at the Subleased Premises. In order to allow Sublessee access as reasonably
necessary for such purposes but at the same time protect each party's privacy,
security, confidentiality and proprietary information, Sublessee agrees as
follows:
(a) Sublessee shall only allow access to the Shared Facilities to its
employees, agents, independent contractors and invitees or other persons whose
access is provided via a key or other security device reasonably acceptable to
Sublessor.
(b) Sublessee will not allow any agent, independent contractor or other
person access from the Shared Facilities to any other portion of the Premises
without an escort by an employee of Sublessee, and except as otherwise provided
herein to the contrary and subject to Sublessor's rights under Paragraph 5
above, Sublessor will not allow any agent, independent contractor or other
person access from the Shared Facilities to any portion of the Subleased
Premises without an escort by an employee of Sublessee.
7. Master Lease. This Sublease shall be subject and subordinate to all
of the terms and provisions of the Master Lease. Except for payments of Rent
(which payments shall be made by Sublessor) and except for those provisions of
the Master Lease excluded by Paragraph 8 below, Sublessee hereby assumes and
agrees to perform, during the Term, all of Sublessor's obligations under the
Master Lease to the extent such obligations are applicable to the Subleased
Premises and accrue after the date of this Sublease pursuant to this Sublease.
8. Incorporation of Master Lease.
(a) Except as otherwise provided herein, all of the terms and provisions of
the Master Lease are incorporated into and made a part of this Sublease and the
rights and obligations of the parties under the Master Lease are hereby imposed
upon the parties hereto with respect to the Subleased Premises, the Sublessor
being substituted for the "Landlord" in the Master Lease, the Sublessee being
substituted for the "Tenant" in the Master Lease, and this Sublease being
substituted for the "Lease" in the Master Lease. The parties specifically agree
that any provisions relating to any construction obligations of "Landlord" under
the Master Lease with respect to construction that occurred or was to have
occurred prior to the Commencement Date hereof, are hereby deleted. Sublessor
shall not be liable to Sublessee for any failure by Master Lessor to perform its
obligations under the Master Lease, nor shall such failure by Master Lessor
excuse performance by Sublessee of its obligations hereunder; provided, however,
that Sublessor shall use its commercially reasonable efforts to cause Master
Lessor to perform its obligations under the Master Lease. Anything in the
Master Lease to the contrary notwithstanding, the liability of Sublessor for its
obligations under this Sublease is limited solely to Sublessor's interest in the
Master Lease, and no personal liability shall at any time be asserted or
enforceable against any other assets of Sublessor or against Sublessor's
stockholders, directors, officers or partners on account of any of Sublessor's
obligations or actions under this Sublease. The following sections of the
Master Lease are not incorporated herein: Sections 1.1, 2.1, 2.2, 2.3, 2.4,
---
2.6, 3.1, 4.1, Article 5, Article 6, Article 7, Article 9, Section 10.1, Article
11, Article 12, Section 13.1, Section 14.1, Section 15.1, Article 17, Section
18.2(b), Article 20, Sections 21.1, 21.15, 21.16 and Exhibits A-E.
(b) Sublessee hereby agrees to indemnify and hold harmless Sublessor from
and against any and all claims, liabilities, losses, damages and expenses
(including reasonable
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attorneys' fees) incurred by Sublessor arising out of, from or in connection
with (i) the use or occupancy of the Subleased Premises by Sublessee, (ii) any
breach or default by Sublessee under this Sublease or (iii) the failure of
Sublessee to perform any obligation under the terms and provisions of the Master
Lease assumed by Sublessee hereunder or required to be performed by Sublessee as
provided herein, from and after the Commencement Date of this Sublease.
(c) Sublessor hereby agrees to indemnify and hold harmless Sublessee from
and against any and all claims, liabilities, losses, damages and expenses
(including reasonable attorneys' fees) incurred by Sublessee arising out of,
from or in connection with (i) Sublessor's breach or default of any provision of
this Sublease or any provisions of the Master Lease not assumed by Sublessee
hereunder or (ii) acts or omissions of Sublessor under the Master Lease in
connection with the Subleased Premises prior to the Commencement Date of this
Sublease.
9. Sublessor's Obligations.
(a) Provided that Sublessee is not in default under the terms of this
Sublease beyond any applicable period to cure, Sublessor agrees to make timely
payments of the Rent due and timely to perform its obligations under the Master
Lease to the end that the Master Lease shall not be terminated due to the
default of Sublessor.
(b) To the extent that the provision of any services or the performance of
any maintenance or any other act (collectively "Master Lessor Obligations") is
the responsibility of Master Lessor, Sublessor, upon Sublessee's request, shall
make reasonable efforts to cause Master Lessor under the Master Lease to perform
such Master Lessor Obligations; provided, however, that in no event shall
Sublessor be liable to Sublessee for any liability, loss or damage whatsoever in
the event that Master Lessor should fail to perform the same, nor shall
Sublessee be entitled to withhold the payment of Rent or terminate this
Sublease, unless such failure is the result of an event of default on the part
of Sublessor under this Sublease, the Master Lease, or both. It is expressly
understood that Sublessor does not assume Master Lessor Obligations and that the
services and repairs that are incorporated herein by reference, including but
not limited to the furnishing of elevators, utilities, cleaning, janitorial or
other services or maintenance, restoration (following casualty or destruction),
or repairs to the Building, Premises and/or Subleased Premises will in fact be
furnished by Master Lessor and not Sublessor, except to the extent otherwise
provided herein.
(c) Except as provided in this Section 9, Sublessor shall have no other
obligations to Sublessee with respect to the Subleased Premises or the
performance of the Master Lessor Obligations.
10. Assignment and Subletting. Sublessee shall not assign, sublet,
transfer, pledge, hypothecate or otherwise encumber the Subleased Premises, this
Sublease or any interest therein, or permit the use or occupancy of the
Subleased Premises by any other person other than Sublessee. Any such
assignment, further subletting, occupancy or use by Sublessee shall, at the
option of Sublessor, terminate this Sublease. This provision constitutes an
absolute prohibition of any assignment or subletting by Sublessee of any
interest in this Sublease.
11. Early Termination of Master Lease. If, without the fault of Sublessor
or Sublessee, the Master Lease should terminate prior to the expiration of this
Sublease, neither party shall have any liability to the other party. To the
extent that the Master Lease grants Sublessor any discretionary right to
terminate the Master Lease, whether due to casualty, condemnation or otherwise,
Sublessor shall be entitled to exercise or not exercise such right in its
complete and absolute discretion; provided, however, that Sublessor shall use
reasonable efforts to give to Sublessee as much prior notice of its intent to
terminate as practicable.
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12. Consent of Master Lessor. If Sublessee desires to take any action
that requires the consent of Master Lessor pursuant to the terms of the Master
Lease, including, without limitation, making any modification, alteration or
improvement of the Subleased Premises or entering into a further sublease or
assignment of this Sublease, and in any event if Sublessee desires to make any
alteration to the Subleased Premises, then, notwithstanding anything to the
contrary herein, (a) Sublessor shall have the same rights of approval or
disapproval as Master Lessor has under the Master Lease, (b) Sublessee shall not
take any such action until it obtains the consent of both Sublessor and Master
Lessor and (c) Sublessee shall request that Sublessor obtain Master Lessor's
consent on Sublessee's behalf, unless Sublessor agrees that Sublessee may
contact Master Lessor directly with respect to the specific action for which
Master Lessor's consent is required.
13. Surrender of Subleased Premises. In lieu of any obligation or
liability set forth in the Master Lease, upon the termination of the Sublease,
Sublessee shall surrender the Subleased Premises to Sublessor broom-clean and in
as good a condition as on the Commencement Date, ordinary wear and tear and
damage by fire or other casualty excepted. In addition, Sublessee shall remove
any alterations, additions and improvements, prior to the termination of the
Sublease and restore the Subleased Premises to its prior condition, ordinary
wear and tear and damage by fire or other casualty excepted, repairing all
damage caused by or related to any such removal, all at Sublessee's expense.
14. No Third Party Rights. The benefit of the provisions of this Sublease
is expressly limited to Sublessor and Sublessee and their respective permitted
successors and assigns. Under no circumstances will any third party be
construed to have any rights as a third party beneficiary with respect to any of
said provisions; provided, however, that Master Lessor shall be entitled to the
benefit of Sublessee's assumption of Sublessor's obligations, as "Tenant" under
the Master Lease, pursuant to Section 8 above.
15. Time of Essence. It is expressly understood and agreed that time is
of the essence with respect to each and every provision of this Sublease.
16. Attorneys' Fees. If any action or proceeding at law or in equity or
any other dispute resolution proceedings shall be brought to enforce or
interpret any of the provisions of this Sublease, the prevailing party shall be
entitled to recover from the other party its reasonable attorneys' fees and
costs incurred in connection with the prosecution or defense of such action or
proceeding, as more fully provided in the Master Lease. Jurisdiction of any
litigation arising hereunder shall be solely in the Superior Court of California
in San Mateo County or in San Francisco City and County or in the U.S. District
Court of Northern California with venue in San Francisco.
17. Multiple Parties. Except as otherwise expressly provided herein, if
more than one person or entity is named herein as either Sublessor or Sublessee,
the obligations of such multiple parties shall be the joint and several
responsibility of all persons or entities named herein as such Sublessor or
Sublessee.
18. Approval of Master Lessor. This Sublease shall be conditioned upon,
and shall not take effect until, receipt of the written consent of Master Lessor
thereto. Upon receipt of such consent, this Sublease shall be effective as of
the Commencement Date. Sublessor and Sublessee acknowledge and agree that in
granting such consent, notwithstanding any other provisions contained in or
implied in this Sublease, Master Lessor shall not be deemed or construed (a) to
have released Sublessor from any responsibility for the full and timely
performance of all obligations of Sublessor as Tenant under the Master Lease as
it pertains to the Subleased Premises, nor (b) to have authorized Sublessor to
act on Master Lessor's behalf in
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exercising or waiving any rights, remedies or privileges of Master Lessor as
Landlord under the Master Lease as it pertains to the Subleased Premises, nor
(c) to have assumed, incurred or undertaken any obligations or liabilities
running directly to Sublessee with respect to the Subleased Premises, it being
the explicit intention and understanding of the parties that, notwithstanding
the incorporation by reference of a portion of the Master Lease into this
Sublease, Master Lessor and Sublessor shall look solely to one another for the
performance of their respective obligations with respect to the Premises as
Landlord and Tenant under the Master Lease, and that Sublessor and Sublessee
shall look solely to one another for the performance of their respective
obligations with respect to the Subleased Premises under this Sublease.
19. Confidentiality. Except to the extent expressly authorized by this
Sublease or otherwise agreed in writing by the parties, each party agrees that,
for the term of this Sublease and for five (5) years thereafter, it shall keep
confidential and shall not publish or otherwise disclose and shall not use for
any purpose other than as provided for in this Sublease any information
disclosed by a party to the other party under this Sublease or by reason of
Sublessee's occupancy of the Subleased Premises and access to the Premises or by
reason of Sublessor's access to the Subleased Premises, or by reason of use of
the Shared Facilities, and any use, operations or communication in any of the
foregoing places ("Confidential Information") unless the receiving party can
demonstrate by competent proof that such Confidential Information:
(a) was already known to the receiving party, other than under an
obligation of confidentiality, at the time of disclosure by the other party;
(b) was generally available to the public or otherwise part of the public
domain at the time of its disclosure to the receiving party;
(c) became generally available to the public or otherwise part of the
public domain after its disclosure and other than through any act or omission of
the receiving party in breach of such agreements;
(d) was disclosed to the receiving party, other than under an obligation
of confidentiality to a third party, by a third party who had no obligation to
the disclosing party not to disclose such information to others; or
(e) was independently discovered or developed by the receiving party
without the use of Confidential Information belonging to the disclosing party.
The obligations set forth in this paragraph 19 shall survive the
termination of this Sublease as set forth above.
20. Insurance. Sublessee shall have issued, pay the premiums therefor,
and maintain in full force and effect during the term of this Sublease (i) a
commercial general liability insurance policy in which Sublessee shall be the
insured and Sublessor shall be an additional insured, protecting the Sublessor
(and such additional persons and/or entities as Sublessor may request) and
Sublessee in the amount of Two Million and No/100 Dollars ($2,000,000.00)
combined, single limit coverage per occurrence for bodily injury, death or
property damage and (ii) all-risk property insurance written at replacement cost
value and with replacement cost endorsement, covering all leasehold improvements
installed in the Subleased Premises by Sublessee, if any, and all of Sublessee's
personal property in the Subleased Premises.
21. Notices. All notices given under this Sublease shall be in writing,
hand-delivered or sent by a recognized courier such as Federal Express or mailed
by United States Certified or
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Registered Mail, postage prepaid, return receipt requested. Notices should be
delivered as follows:
(a) To the Sublessor at the business office and mailing address of Tenant
at the Premises.
(b) To the Sublessee at 00000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxx
00000, Attn: Xxxxxxx X. Xxxxxx, Ph.D., President.
Any such notice shall be deemed to be served on the date it is hand-delivered or
delivered by recognized courier, or on the date on which it is received if sent
by U.S. mail (or if the date on which delivery is refused as evidenced by the
signature of the person attempting such delivery). Sublessor and Sublessee
shall each have the right to change the person and/or address to which notices
shall be delivered upon notice thereof to the other party sent pursuant to the
provisions of this Paragraph 21.
Executed as of the date first written above.
"Sublessor" "Sublessee"
Tularik Inc. Igen International, Inc.
a Delaware corporation a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxx By:
---------------------- ---------------------------------
Title: Title:
-------------------- ------------------------------
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Consent Of Master Lessor
Britannia Biotech Gateway, L.P., "Master Lessor" under the Master Lease
identified in that certain Sublease dated, for reference purposes, June 1, 1999
to which this Consent is attached, hereby consents to said Sublease. This
Consent shall not be deemed to relieve Sublessor, as Tenant under the Master
Lease, from any obligation or liability thereunder, nor shall this Consent be
deemed Master Lessor's consent to any further subletting or assignment.
Master Lessor:
Britannia Biotech Gateway, L.P.
a Delaware limited partnership
By: /s/ X. X. Xxxxxxx
------------------------------
Britannia Gateway, LLC, a California limited liability company
Managing Partner
Name: X. X. Xxxxxxx
-----------------------------
Title: Manager
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Date: 9/3/99
----------------------------
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EXHIBIT A
[Master Lease]
EXHIBIT B
[Subleased Premises]
