Exhibit 10.1
FIRST AMENDMENT TO SUBLEASE
THIS FIRST AMENDMENT TO SUBLEASE (this "Amendment"), dated August 21, 2003,
is entered into by and between DIADEXUS, INC., a Delaware corporation
("Sublandlord"), and VIROLOGIC, INC., a Delaware corporation ("Subtenant'
RECITALS
A. Sublandlord and Subtenant entered into that certain Sublease dated
June 1, 2002 (the "Sublease"), pursuant to which Sublandlord subleased to
Subtenant, and Subtenant subleased from Sublandlord, the approximately 13,360
square feet of space in a building located at 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx.
B. Capitalized terms not otherwise defined herein are used as defined in
the Sublease.
C. Sublandlord and Subtenant desire the amend the Sublease as set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, Sublandlord and Subtenant covenant and agree as follows:
AGREEMENT
1. Term. The Sublease is hereby amended by deleting Section 2 in its
entirety and substituting the following in its place:
"2. Term.
(a) This Sublease shall commence upon the Commencement Date, provided
Sublandlord and Subtenant have theretofore obtained the Consent to Assignment
and Modification of Lease (the "Consent") signed by the Master Landlord in the
form of Exhibit C attached hereto, and shall expire on June 30, 2004, unless
sooner terminated pursuant to any provision hereof.
(b) Subtenant shall have an option to extend the term hereof to December
31, 2004 (i.e., for a period of six (6) months); provided that Subtenant
delivers notice of such exercise to Sublandlord on or before February 28, 2004
and provided, further, that Subtenant is not in default under this Sublease at
the time of exercise or at the commencement of the extension period."
2. Rent. The Sublease is hereby amended by deleting Section 4(a)(i) in
its entirety and substituting the following in its place:
"(i) Base Rent. Subtenant shall pay to Sublandlord monthly base rent
("Base Rent") in an amount equal to a pro-rata portion of the base rent payable
by Sublandlord under the
Master Lease based on the square footage of the Sublease Premises in proportion
to the square footage of the entire Premises, as follows:
June 2002: $28,350.00 ($2.08/square foot)
July 2002 - June 2003: $29,168.00 ($2.14/square foot)
July 2003 - June 2004 $30,122.00 ($2.21/square foot)
If, pursuant to Section 2(b) above, the term of this Sublease is
extended to December 31, 2004, Base Rent during such extended term shall be as
follows:
July 2004 - December 2004 $30,940.00 ($2.27/square foot)"
3. Right of First Offer. The Sublease is hereby amended by deleting
Section 19 in its entirety and substituting the following in its place:
"Intentionally omitted."
4. Broker. Each party hereto represents and warrants that it has dealt
with no brokers in connection with this Amendment, and shall indemnify,
protect, defend and hold the other harmless from all costs and expenses
(including reasonable attorneys' fees) arising from a breach of the foregoing
representation and warranty.
5. Full Force and Effect. Except as expressly amended hereby, the
Sublease remains in full force and effect.
6. Counterparts. This Amendment may be executed in counterparts, each of
which shall be an original, but all of which shall constitute a single
agreement.
7. Effectiveness. This Amendment shall not be effective until signed by
Master Landlord in the space set forth for that purpose below.
IN WITNESS WHEREOF, the Parties here caused this Amendment to be duly
executed by their respective authorized officers as of the date first written
above.
SUBLANDLORD: DIADEXUS, INC.,
a Delaware corporation
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
---------------------------------
Its: CFO
---------------------------------
SUBTENANT: VIROLOGIC, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
---------------------------------
Its: Chairman & CEO
---------------------------------
The undersigned, Master Landlord under the Master Lease, hereby consents to
the foregoing Amendment.
MASTER LANDLORD: ARE-TECHNOLOGY CENTER SSF, LLC,
a Delaware limited liability company
By: ALEXANDRIA REAL ESTATE
EQUITIES, L.P., a Delaware limited
partnership, managing member
By: ARE-QRS CORP., a Maryland
corporation, general partner
By:
-----------------------
Name:
-----------------------
Its:
-----------------------
3
