EXHIBIT 10.23
COMMERCIAL LEASE AND DEPOSIT RECEIPT
RECEIVED FROM Glyko, Inc., a California Corporation, hereinafter referred to as
LESSEE, the sum of $19,780.40 (Nineteen Thousand Seven Hundred Eighty and
40/100 dollars), ____ced by a check, as a deposit which shall belong to Lessor
and shall be applied as follows:
TOTAL RECEIVED BALANCE DUE PRIOR TO OCCUPANCY
____ for the period from 2/1/97 to 2/28/97 .................. $___________ $ 9,890.20 $___________
_____ty deposit (not applicable toward last month's rent).... $___________ $ 9,890.20 $___________
............................................................. $___________ $________ $___________
............................................................. $___________ $19,780.40 $___________
In the event this Lease is not accepted by the Lessor within 5 days, the total
deposit received will be refunded. Lessee offers to lease from Lessor the
premises situated in the City of Novato, County of Marin of CA described as 11
Xxxxxxxx Ct. (6,116 sf office) and 13 Xxxxxxxx Ct. (5,336 sf whse.) the
following terms and conditions:
1 TERM: The term will commence on February 1, 1997, and end on March 31, 2000
2 RENT: The rent will be $ 9,890.20, payable as follows: $9,890,20 per month
rents will be paid to Lessor or his/her authorized agent, at the following
address: Xx. Xxxxxxx Xxxx, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 or at such
other places as may be designated by Lessor from time to time. In the event rent
is not paid within 10 days after due date, Xxxxxx agrees to pay a late charge of
$ 200.00 plus interest at 18% per annum on the delinquent amount. Xxxxxx further
agrees to pay $25.00 for each dishonored bank check. The late charge period is
not a grace period, and Xxxxxx is entitled to make written demand for any Rent
if not paid when due.
3 USE: The premises are to be used for the operation of Biomedical Laboratory
and associated office use, and for no other purpose, without prior written
consent of Lessor. Lessee will not commit any waste upon the premises, or any
nuisance or act which may disturb the quiet enjoyment of any tenant in the
building.
4 USES PROHIBITED: Lessee will not use any portion of the premises for
purposes other than those specified. No use will be made or permitted to be made
upon the premises, nor acts done, which will increase the existing rate of
insurance upon the property, or cause cancellation of insurance policies
covering the property. Lessee will not conduct or permit any sale by auction on
the premises.
5 ASSIGNMENT AND SUBLETTING: Lessee will not assign this Lease or sublet any
portion of the premises without prior written consent of the Lessor, which will
not be unreasonably withheld. Any such assignment or subletting without consent
will be void and, at the option of the Lessor, will terminate this Lease.
6 ORDINANCES AND STATUTES: Lessee will comply with all statutes, ordinances,
and requirements of all municipal, state and federal authorities now in force,
or which may later be in force, regarding the use of the premises. The
commencement or pendency of any state or federal court abatement proceeding
affecting the use of the premises will, at the option of the Lessor, be deemed a
breach of this Lease.
7 MAINTENANCE, REPAIRS, ALTERATIONS: Unless otherwise indicated, Lessee
acknowledges that the premises are in good order and repair. Lessee shall, at
his/her own expense, maintain the premises in a good and safe condition,
including plate glass, electrical wiring, plumbing and heating and air
conditioning installations, and any other system or equipment. The premises will
be surrendered, at termination of the Lease, in as good condition as received,
normal wear and tear excepted. Lessee will be responsible for all repairs
required, except the following which will be maintained by Lessor: roof,
exterior walls, structural foundations (including any retrofitting required by
governmental authorities) and: parking lot and driveways.
Lessor will also maintain in good condition the landscaping subject, to 100%
reimbursement from Xxxxxx.
No improvement or alteration of the premises will be made without the prior
written consent of the Lessor. Prior to the commencement of any substantial
repair, improvement, or alteration, Lessee will give Lessor at least two (2)
days written notice in order that Lessor may post appropriate notices to avoid
any liability for liens.
8 ENTRY AND INSPECTION: Lessee will permit Lessor or Lessor's agents to enter
the premises at reasonable times end upon reasonable notice for the purpose of
inspecting the premises, and will permit Lessor, at any time within sixty (60)
days prior to the expiration of this Lease. to place upon the premises any usual
"For Lease" signs, and permit persons desiring to lease the premises to inspect
the premises at reasonable times.
9 INDEMNIFICATION OF LESSOR: Lessor will not be liable for any damage or
injury to Lessee, or any other person, or to any property, occurring on the
premises. Xxxxxx agrees to hold Lessor harmless from any claims for damages
arising out of Xxxxxx's use of the premises, and to indemnify Lessor for any
expense incurred by Xxxxxx in defending any such claims.
10 POSSESSION: If Lessor is unable to deliver possession of the premises at
the commencement date set forth above, Lessor will not be liable for any damage
caused by the delay, nor will this Lease be void or voidable, but Lessee will
not be liable for any rent until possession is delivered. Lessee may terminate
this Lease if possession is not delivered within 30 days of the commencement
term in item 1.
11 LESSEE'S INSURANCE: Xxxxxx, at his/her expense, will maintain plate glass,
public liability, and property damage insurance insuring Lessee and Lessor with
minimum coverage as follows: $1,000,000 per occurrence
Lessee will provide Lessor with a Certificate of Insurance showing
Lessor as additional insured. The policy will require ten (10) day's written
notice to Lessor prior to cancellation or material change of coverage.
12 LESSOR'S INSURANCE: Lessor will maintain hazard insurance covering one
hundred percent (100%) actual cash value of the improvements throughout the
Lease term. Lessor's insurance will not insure Lessee's personal property,
leasehold improvements, or trade fixtures.
13 SUBROGATION: To the maximum extent permitted by insurance policies which
may be owned by the parties, Lessor and Lessee waive any and all rights of
subrogation which might otherwise exist.
14 UTILITIES: Xxxxxx agrees that he/she will be responsible for the payment of
all utilities, including water, gas, electricity, heat and other services
delivered to the premises.
15 SIGNS: Lessee will not place, maintain, nor permit any sign or awning on
any exterior door, wall, or window of the premises without the express written
consent of Lessor, which will not be unreasonably withheld.
16 ABANDONMENT OF PREMISES: Lessee will not vacate or abandon the premises at
any time during the term of this Lease. If Xxxxxx does abandon or vacate the
premises, or is dispossessed by process of law. or otherwise, any personal
property belonging to Xxxxxx left on the Premises will be deemed to be
abandoned, at the option of Lessor.
17 CONDEMNATION: If any part of the premises is condemned for public use,
and a part remains which is susceptible of occupation by Xxxxxx, this Lease
will, as to the part taken, terminate as of the date the condemnor acquires
possession. Lessee will be required to pay such proportion of the rent for the
remaining term as the value of the premises remaining bears to the total value
of the premises at the date of condemnation; provided, however, that Lessor may
at his/her option, terminate this Lease as of the date the condemnor acquires
possession. In the event that the premises are condemned in whole, or the
remainder is not susceptible for use by the Lessee, this Lease will terminate
upon the date which the condemnor acquires possession. All sums which may be
payable on account of any condemnation will belong solely to the Lessor; except
that Xxxxxx will be entitled to retain any amount awarded to him/her for his/her
trade fixtures or moving expenses.
18 TRADE FIXTURES: Any and all improvements made to the premises during the
term will belong to the Lessor, except trade fixtures of the Lessee. Lessee may,
upon termination, remove all his/her trade fixtures, but will pay for all costs
necessary to repair any damage to the premises occasioned by the removal.
19 DESTRUCTION OF PREMISES: in the event of a partial destruction of the
premises during the term, from any cause, Lessor will promptly repair the
premises, provided that such repairs can be reasonably made within sixty (60)
days. Such partial destruction will not terminate this Lease, except that Lessee
will be entitled to a proportionate reduction of rent while such repairs are
being made, based upon the extent to which the making of such repairs interferes
with the business of Lessee on the premises, if the repairs cannot be made
within sixty (60) days, this Lease may be terminated at the option of either
party by giving written notice to the other party within the sixty (60) day
period.
20 HAZARDOUS MATERIALS: Lessee will not use, store, or dispose of any
hazardous substances upon the premises, except the use and storage of such
substances that are customarily used in Lessee's business, and are in compliance
with all environmental laws. Hazardous substances means any hazardous waste,
substance or toxic materials regulated under any environmental laws or
regulations applicable to the property. Lessee will be responsible for the cost
of removal of any toxic contamination caused by xxxxxx's use of the Premises.
21 INSOLVENCY: The appointment of a receiver, an assignment for the benefits
of creditors, or the filing of a petition in bankruptcy by or against Lessee,
will constitute a breach of this Lease by Xxxxxx.
22 DEFAULT: in the event of any breach of this Lease by Xxxxxx, Lessor may, at
his/tier option, terminate the Lease and recover from Lessee: (a) the worth
at the time of award of the unpaid rent which had xxxx earned at the time
of termination; (b) the worth at the time of award of the amount by which
the unpaid rent which would have bean earned after termination until the
time of the award exceeds the amount of such rental loss that the, Lessee
proves could have bean reasonably avoided; (c) the worth at the time of
award of the amount by which the unpaid rent for the balance of the term
after the time of award exceeds the amount of such rental loss that the
Lessee proves could be reasonably avoided; and (d) any other amount
necessary to compensate Lessor for all the detriment proximately caused by
the Lessee's failure to perform his/her obligations under the Lease or
which in the ordinary course of things would be likely to result therefrom.
Lessor may, in the alternative, continue this Lease in effect, as long
as Lessor does not terminate Xxxxxx's right to possession, and Lessor may
enforce all of Lessor's rights and remedies under the Lease, including the
right to recover the rent as it becomes due under the Lease. If said breach
of Lease continues, Lessor may, at any time thereafter, elect to terminate
the Lease.
These provisions will not limit any other rights or remedies which
Lessor may have.
23 SECURITY: The security deposit will secure the performance of the Lessee's
obligations. Lessor may, but will not be obligated to, apply all or per
signs of the deposit on account of Lessee's obligations. Any balance
remaining upon termination will be returned to Lessee. Lessee will not have
the right to apply the security deposit in payment of the last month's
rent.
24 DEPOSIT REFUNDS: The balance of all deposits will be refunded within three
weeks (or as otherwise required by law), from date possession is delivered
to Lessor or his/her authorized agent, together with a statement showing
any charges made against the deposits by Xxxxxx.
25 ATTORNEY FEES: in any action or proceeding involving a dispute between
Xxxxxx and Lessee arising out of this Lease, the prevailing party will be
entitled to reasonable attorney fees.
26 WAIVER: No failure of Lessor to enforce any term of this Lease will be
deemed to be a waiver.
27 NOTICES: Any notice which either party may or is required to give will be
given by mailing the notice, postage prepaid, to Lessee at the premises, or
to Lessor at the address shown in Item 2, or at such other places as may be
designated in writing by the parties from time to time. Notice will be
effective five days after mailing, or on personal delivery, or when receipt
Is acknowledged in writing.
28 HOLDING OVER: Any holding over after the expiration of this Lease, with the
consent of Owner, will be a month-to-month tenancy at a monthly rent of
$12,000 payable in advance and otherwise subject to the terms of this
Lease, as applicable, until either party will terminate the tenancy by
giving the other party thirty (30) days written notice.
29 TIME: Time is of the essence of this Lease.
30 HEIRS, ASSIGNS, SUCCESSORS: This Lease is binding upon and Inures to the
benefit of the heirs, assigns, and successors of the parties.
31 TAX INCREASE: in the event there is any increase during any year of the
term of this Lease in real estate taxes over and above the amount of such
taxes assessed for the tax year during which the term of this Lease
commences, Lessee will pay to Lessor an amount equal to, 100% of the
increase in taxes upon the land and building in which the leased premises
ere situated. In the event that such taxes are assessed for e tax year
extending beyond the term of the Lease, the obligation of Lessee will be
prorated. Lessee will not be responsible for any tax Increase occasioned
solely by a sale or transfer of the premises by Lessor.
32 COST OF LIVING INCREASE: The rent provided for in Item 2 will be adjusted
effective upon the first day of the month Immediately following the
expiration of 12 months from date of commencement of the term, and upon the
expiration of each 12 months thereafter, in accordance with changes in the
U.S. Consumer Price Index for All Urban Consumers (1982-84 = 100) ("CPI").
The monthly rent will be increased to an amount equal to the monthly rent
set forth in Item 2, multiplied by a fraction the numerator of which is the
CPI for the second calendar month Immediately preceding the adjustment
date, and the denominator of which is the CPI for the second calendar month
preceding the commencement of the Lease term; provided, however, that the
monthly rent will not be less than the amount set forth in Item 2.
33 AMERICANS WITH DISABILITIES ACT: The parties are alerted to the existence
of the Americans With Disabilities Act, which may require costly structural
modifications. The parties are advised to consult with a professional
familiar with the requirements of the Act.
34 LESSOR'S LIABILITY: in the event of a transfer of Lessor's title or
Interest to the property during the term of this Lease, Xxxxxx agrees that
the grantee of such title or interest will be substituted as the Lessor
under this Lease, and the original Lessor will be released of all further
liability; provided, that all deposits will be transferred to the grantee.
35 ESTOPPEL CERTIFICATE:
(a) On ten (10) days' prior written notice from Lessor, Lessee will
execute, acknowledge, and deliver to Lessor statement in writing: (1)
certifying that this Lease is unmodified and in full force and effect (or,
if modified, stating the nature of such modification and certifying that
this Lease, as so modified, is in full force and effect the amount of any
security deposit, and the date to which the rent and other charges are paid
in advance, if any; and (2) acknowledging that there are not, to Xxxxxx's
knowledge, any uncured defaults on the part of Lessor, or specifying such
defaults if any are claimed. Any such statement may be conclusively relied
upon by any prospective buyer or encumbrancer of the premises.
(b) At Lessor's option. Lessee's failure to deliver such statement
within such time will be material breach of this Lease or will be
conclusive upon Lessee: (1) that this Lease is in full force and effect,
without modification except as may be represented by Lessor; (2) that there
are no uncured defaults in Lessor's performance; and (3) that not more than
one month's rent has been paid in advance.
(c) If Lessor desires to finance, refinance, or sell the premises, or
any part thereof, Xxxxxx agrees to deliver to any lender or buyer
designated by Lessor such financial statements of Lessee as may be
reasonably required by such lender or buyer. All financial statements will
be received by the Lessor or the lender or buyer in confidence and will be
used only for the purposes set forth.
36 ENTIRE AGREEMENT: The foregoing constitutes the entire agreement between
the parties and may be modified only in writing signed by all parties. The
following exhibits are a part of this Lease:
Addendum to Lease
Brokerage Disclosures
LESSEE: GLYKO, INC., A CALIFORNIA CORPORATION
By: /s/ Xxxx X. Xxxxx
-----------------------------------
Its: President
-----------------------------------
Date: 23 Dec 96
-----------------------------------
LESSOR: XXXXXXX X. XXXX
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------
Its: ___________________________________
Date: 12/23/96
-----------------------------------
ADDENDUM TO LEASE
BY & BETWEEN
XXXXXXX X. XXXX, XXXXXX
AND
XXXXX, INC., XXXXXX
DATED: DECEMBER 20, 1996
1. Heating, Ventilation and Air Conditioning (HVAC)
------------------------------------------------
Pursuant to section 7 of the lease Lessee shall be responsible to
maintain and repair the HVAC system in the Premises pursuant to
manufacturer's recommended maintenance schedule. In the event the HVAC
compressors or exchangers need to be repaired or replaced not due to
Lessee's lack of regularly scheduled HVAC maintenance, as described
herein, Lessor shall be responsible to repair or replace the
compressors or exchanger at Lessor's sole cost and expense. In the
event the HVAC compressor or exchangers need to be repaired or replaced
and Lessee has not been maintaining or repairing the HVAC system as
described herein, or Lessee has modified the HVAC system without
Lessor's consent, Lessee shall be solely responsible to repair or
replace the compressors or exchangers as required, at Lessee's sole
cost and expense.
Upon the commencement date of this lease, Lessor represents to Lessee
that the building systems, including the HVAC, electrical, plumbing,
lighting, and structural elements of the building, are in good
condition and repair.
Additionally, Lessor shall repair the warehouse roof on or before the
lease commencement date at Lessor's sole cost and expense.
2. Letter of Credit
----------------
This lease agreement is absolutely subject to the Lessee providing the
Lessor within 15 days of lease execution, a Letter of Credit in the
amount of $29,670.60, naming the Lessor beneficiary of the Letter of
Credit if Lessee defaults under the terms and conditions of this lease
agreement. So long that Xxxxxx has not been in default under any of the
terms and conditions of the lease the Letter of Credit will be reduced
to $19,780 at the end of the second year of the lease term. The Letter
of Credit shall expire upon the expiration of the lease term so long as
Lessee has not been in default under the terms and conditions of this
lease.
Upon execution of this lease agreement, Lessee shall deposit with
Lessor a Security Deposit of $9,890.20. Upon issuance of Letter of
Credit, Lessor shall return the Security Deposit to Lessee.
3. Trailer
-------
Lessee shall have the right to park a 10' x 20' trailer at the rear of
the parking lot for storage of non-hazardous materials subject to the
following: The trailer shall conform with all codes and regulations,
shall be a mobile trailer not attached to the Premises and Lessee shall
be responsible for any taxes, fees or fines relating to Lessee's use
and occupancy of the trailer.
1
4. Consumer Price Index
--------------------
Pursuant to section 32 of the lease agreement in no event shall the
annual Consumer Price Index rental adjustment exceed 5 % per adjustment
period.
5. Access to Premises
------------------
Upon execution of this lease Lessee shall have access to the Premises
for inspecting the Premises with its contractor, and for installing its
telephone and computer system, and for construction of tenant
improvements in warehouse only.
6. Subleases
---------
Lessee shall have the fight, and Lessor consents hereto, to sublease a
portion of the Premises to Marin Head Start, and to BioMarin
Pharmaceuticals Inc.
7. Free Rent
---------
So long as Lessee is not in default of any obligation of this lease,
Lessee shall have the second (2nd) and thirteenth (13th) months of the
lease term rent free.
XXXXXX XXXXXXX X. XXXX
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------
Its: ___________________________________
Date: 12/23/96
-----------------------------------
LESSEE: GLYKO, INC., A California Corporation
By: /s/ Xxxx X. Xxxxx
-----------------------------------
Its: President
-----------------------------------
Date: 23 Dec 96
-----------------------------------
2
PROPERTY: 11 & 00 XXXXXXXX XXXXX, XXXXXX, XX
----------------------------------------
HAZARDOUS MATERIALS WARNING: Current and future federal, state and local laws
and regulations may require the clean-up of such toxic, hazardous or undesirable
materials at the expense of those persons who in the past, present or furore
have had any interest in the Property including, but not limited to, current,
past and future owners and users of the Property. Xxxxxx and Xxxxxx are advised
to consult with independent legal counsel of their choice or other experts, to
determine their potential liability.
AMERICANS WITH DISABILITIES ACT: On July 26, 1991, the federal legislation known
as the Americans with Disabilities Act (ADA) was signed into law. The purpose of
the ADA is to integrate persons with disabilities into the economic and social
mainstream of American life. Title III of the ADA applies to landlords and
tenants of "places of public accommodation" and "commercial facilities," and
requires that places of public accommodation undertake "readily achievable"
removal of communication and access barriers to the disabled. This requirement
of Title III of the ADA is effective January 26, 1992. Xxxxxx and Xxxxxx should
seek expert advice regarding the implications of the Act as it affects this
agreement.
LIABILITY RELEASE: Meridian Commercial, Inc., and its salespeople in this
transaction have no expertise regarding hazardous materials or the Americans
with Disabilities Act. Lessor and Xxxxxx agree that they shall indemnify and
hold Meridian Commercial, Inc. and its salespeople harmless from any claim,
liability, or expense regarding hazardous materials or the ADA.
BROKER REPRESENTATION: Meridian Commercial, Inc., is the real estate broker for
the Lessor and the Lessee, and both parties consent hereto.
LESSOR: XXXXXXX X. XXXX XXXXXX: GLYKO, INC.
By: /s/ Xxxxxxx X.Xxxx By: Xxxx X. Xxxxx
-------------------------- -----------------------------
Date: 12/23/96 Title: President
------------------------ --------------------------
Date: 23 Dec 96
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