FOURTH AMENDMENT TO LEASE
THIS FOURTH AMENDMENT TO LEASE is made this 15th day of May, 1998, between
XXXXX X. XXXXXXXX ORGANIZATION, a California corporation, herein referred to
as "Landlord", and PERCLOSE, INC., a Delaware corporation, herein referred to
as "Tenant".
RECITALS
A. Landlord and Tenant's predecessor in interest have previously
entered into a Lease entitled "Business Park Lease" dated July 6, 1993 for
demised premises located at 000-000 Xxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx,
as more particularly described in said Lease.
B. Landlord and Tenant's predecessor in interest have previously
entered into a First Amendment to Lease dated January 31, 1995, which First
Amendment to Lease demised to Tenant certain additional space located at 191
and 000 Xxxxxxxxx Xxxxx as more fully set out therein.
C. Tenant acquired its interest in the Lease as a result of the
reincorporation of Perclose, Inc., a California corporation, to Perclose,
Inc., a Delaware corporation, on or about September 1, 1995.
D. Landlord and Tenant have previously entered into a Second Amendment
to Lease dated September 10, 1996, which Second Amendment to Lease demised to
Tenant certain additional space located at 000 Xxxxxxxxx Xxxxx, Xxxxx Xxxx,
Xxxxxxxxxx, as more fully set out therein.
E. Landlord and Tenant have previously entered into a Third Amendment
to Lease dated March 21, 1998, which Third Amendment to Lease demised to
Tenant certain additional space located at 000 Xxxxxxxxx Xxxxx and 000
Xxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx, as more fully set out therein. The
Lease, as previously amended, is herein referred to as the "Lease".
F. Landlord and Tenant now wish to extend the demised term of the
Lease, and otherwise modify the Lease, all as more particularly set forth
hereinbelow.
NOW, THEREFORE, in consideration of the covenants and conditions
contained herein, Landlord and Tenant agree to amend the Lease as follows:
1. Effective upon the date first hereinabove written, the demised term
of the Lease shall, subject to the provisions of paragraph 4 hereinbelow, be
extended as follows: (i) for the demised premises located at 000-000
Xxxxxxxxx Xxxxx, 191 and 000 Xxxxxxxxx Xxxxx, and 000 Xxxxxxxxx Xxxxx, from
October 1, 1998, to and including September 30, 1999; (ii) for the demised
premises located at 000 Xxxxxxxxx Xxxxx, from March 1, 1999, to and including
September 30, 1999; and (iii) for the demised premises located at 000
Xxxxxxxxx Xxxxx, from July 1, 1999, to and including September 30, 1999.
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2. Base rent payable pursuant to SECTION 2.1. of the Lease, as
subsequently amended, shall, effective October 1, 1998, be amended as
follows: for the period from October 1, 1998, to and including September 30,
1999 (subject to the provisions of paragraph 4 hereinbelow), base rent shall
be Five Hundred Ninety Five Thousand Four Hundred Fifty Two Dollars
($595,452.00) per annum, payable in twelve (12) equal monthly installments of
Forty Nine Thousand Six Hundred Twenty One Dollars ($49,621.00).
3. Effective upon the date first hereinabove written, the option to
extend the demised term of the Lease contained in SECTION 1.3. of the Lease,
as amended in paragraph 5 of the Third Amendment to Lease, and SECTION 2.3.
and SECTION 19.20 of the Lease describing base rent during any said renewal
term, are hereby deemed null and void and of no force or effect, as Landlord
and Tenant have agreed on an extension of the demised term pursuant to the
provisions hereof.
4. Early Termination.
A. Landlord and Tenant agree that, commencing January 1, 1999, Landlord
may (but without any obligation to do so) market the entire demised premises
or portions thereof, in allotments described herein, for lease to third
parties. Landlord and Tenant agree that Landlord's marketing efforts may be
apportioned as follows: (i) the entire premises located at 000 Xxxxxxxxx
Xxxxx consisting of 3,214 square feet; (ii) the entire premises located at
000 Xxxxxxxxx Xxxxx containing 4,000 square feet and/or the entire premises
located at 000 Xxxxxxxxx Xxxxx containing 4,000 square feet (i.e., in
increments of 4,000 square feet or 8,000 square feet); (iii) any one, any
two, any three or all of the premises located at 000 Xxxxxxxxx Xxxxx, 000
Xxxxxxxxx Xxxxx, 000 Xxxxxxxxx Xxxxx, 000 Xxxxxxxxx Xxxxx, and 000 Xxxxxxxxx
Xxxxx, each consisting of 4,000 square feet (i.e., in increments of 4,000
square feet, 8,000 square feet, 12,000 square feet or 20,000 square feet);
and/or (iv) any combination of the foregoing. Landlord's marketing efforts,
with respect to any portion of the demised premises not previously terminated
as provided herein, may continue until the termination of the Lease for the
entire demised premises on September 30, 1999.
B. Tenant agrees that Tenant shall, within sixty (60) days after the
date of Landlord's written notice(s), vacate the applicable portion of the
demised premises (collectively and individually, the "terminated premises")
described in said notice(s) to vacate, and the Lease for such terminated
premises shall terminate pursuant to the provisions hereof. Such written
notice(s) from Landlord to Tenant may be given at any time on or after
February 1, 1999. Landlord may give one or more notices for different
portions of the premises.
C. The effective date of termination shall be sixty (60) days after
the date of Landlord's notice. Tenant agrees to leave the terminated
premises in the condition called for under the Lease, including without
limitation complying with the provisions of the last paragraph of SECTION
7.4. thereof. In addition, Tenant shall continue to pay all base rent and
additional rent applicable to the terminated premises up to and including the
effective date of termination, or such later date as agreed by Tenant and
Landlord.
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D. The monthly base rent payable pursuant to SECTION 2.1. of the Lease,
as amended hereinabove, shall be reduced on the effective date of termination
of the terminated premises as follows: (i) for any portion of the demised
premises located at 000 Xxxxxxxxx Xxxxx, 000 Xxxxxxxxx Xxxxx, and 000
Xxxxxxxxx Xxxxx, said monthly base rent shall be reduced by an amount equal
to the total square feet of the terminated premises multiplied by One and
50/100 Dollars ($1.50); and (ii) for any portion of the demised premises
located at 000 Xxxxxxxxx Xxxxx, 000 Xxxxxxxxx Xxxxx, 000 Xxxxxxxxx Xxxxx, 000
Xxxxxxxxx Xxxxx, and 000 Xxxxxxxxx Xxxxx, said monthly base rent shall be
reduced by an amount equal to the total square feet of the terminated
premises multiplied by One and 64/100 Dollars ($1.64). For example, if the
premises located at 000 Xxxxxxxxx Xxxxx and the premises located at 000
Xxxxxxxxx Xxxxx were terminated on the same date pursuant to the provisions
hereof, then the monthly base rent of $49,621.00 would be reduced by
$12,560.00 (i.e., $6,000.00 [4,000 square feet x $1.50] plus $6,560.00
[4,000 square feet x $1.64]) for a new monthly base rent of $37,061.00.
E. Tenant's prorata share of the additional rent items which are
calculated on the basis of the square footage of the demised premises would
likewise be proportionately reduced on the effective date of termination of
the terminated premises.
F. On or before the effective date of termination as provided
hereinabove, Landlord and Tenant shall enter into a letter agreement to
memorialize the termination of the Lease as to the terminated premises
pursuant to the provisions hereof.
5. Except as herein modified, the terms of the Lease are and shall
remain the same.
IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to
Lease as of the date first hereinabove written.
TENANT: LANDLORD:
PERCLOSE, INC., XXXXX X. XXXXXXXX ORGANIZATION,
a Delaware corporation a California corporation
By: /s/ [Illegible] By: /s/ [Illegible]
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Vice President Vice President
By: /s/ [Illegible] By: /s/ [Illegible]
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Ass't. Secretary Secretary
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