EXHIBIT 10.10
OFFICE LEASE
PREAMBLE
This lease is entered into on July 13, 1995, by and between SRI
International, a nonprofit corporation, referred to in this lease as "Landlord,"
and DIVA Systems Corporation, a Delaware corporation, referred to in this lease
as "Tenant."
Subject to the terms and conditions set forth in this lease, Landlord
hereby leases to Tenant certain space on the second floor of the building
located at 000 Xxxxxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx, which is currently
known as "I" Building ("the Building"). Effective July 10, 1995, the space
referred to in this lease as the "Leased Space," shall consist of Suites IR217,
IR219, IR220, IR221. Effective August 1, 1995, the Leased Space shall consist
of Suites IR250, IR252, and IR254. Landlord reserves the right to renumber and
redesignate at any time during this lease the number of any space in the
Building, including the Lease Space.
TERM
1. The term of this lease shall be a period not to exceed one (1) year
commencing at 12:01 A.M. on July 10, 1995, and ending at 12:01 A.M. on June 30,
1996, unless terminated earlier as provided in this lease. Either Landlord or
Tenant may terminate this lease upon thirty (30) days written notice to the
other as required by the notice requirements of this lease.
BASIC RENT
2. Tenant agrees to pay to Landlord as basic rent, for the use and
occupancy of the Leased Space, the sum of $2.00 per square foot. The total
square footage of the Leased Space shall be 603 square feet for the period July
10, 1995 through July 31, 1995. The total monthly rent for this period shall be
$844.20, representing the prorated amount due based upon a monthly rental amount
of $1,206.00. Effective August 1, 1995, the total square footage of the Leased
Space shall increase to 1,271 square feet. The total monthly rent shall increase
to $2,542.00 per month payable on the first day of each and every month
commencing August 1, 1995, and continuing throughout the term of this lease. All
rent shall be paid by Tenant at the office of Landlord in Room AG 139 of
Building "A" or any other place or places that Landlord may from time to time
designate by written notice given to Tenant.
USE OF PREMISES
3. The Leased space shall be used for general office purposes by Tenant
and for no other use or uses without the prior express written consent of
Landlord.
PROHIBITED USES
4. Tenant shall not commit or permit the commission of any acts on the
Leased Space nor use or permit the use of the Leased Space in any way that:
(a) Increases the existing rates for or causes cancellation of any
fire, casualty, liability, or other insurance policy insuring the Building or
its contents;
(b) Obstructs or interferes with the rights of other tenants or
occupants of the Building or injures or annoys them; or
(c) Constitutes the commission of waste on the Leased Space or the
commission or maintenance of a nuisance as defined by the laws of California.
ALTERATIONS BY TENANT
5. No alteration, addition, or improvement to the Lease Space shall be
made by Tenant without the written consent of Landlord. Concurrently with
requesting Landlord's consent to the proposed alteration, addition, or
improvement, Tenant shall submit to Landlord preliminary plans for the
alteration, addition, or improvement. Landlord shall, in its sole discretion,
approve or disapprove the proposed alteration, addition, or improvement, within
30 days after its receipt of Tenant's written request for approval. If Landlord
fails to affirmatively approve or disapprove the proposed alteration, addition,
or improvement within the same 30 day period, the proposed alteration, addition
or improvement shall be deemed disapproved. If Landlord gives such written
consent to any alteration, addition, or improvement to the leased premises,
Landlord and Tenant shall agree in writing at that time to the date when that
undertaking shall be completed. Tenant shall obtain all necessary governmental
permits required for any alteration, addition, or improvement approved by
Landlord and shall comply with all applicable governmental law, regulations,
ordinances, and codes. All approved alterations, additions, or improvements to
the Leased Space shall be performed by Landlord's Facilities staff. Upon
completion of the work, Landlord shall provide Tenant with an itemized statement
identifying all charges associated with the alteration, addition, or improvement
and Tenant shall pay the amount invoiced within ten (10) days of receipt of the
invoice. Any alteration, addition, or improvement made by Tenant, and any
fixtures installed as part of the construction, shall at Landlord's option
become the property of Landlord on the expiration or other earlier termination
of this lease; provided, however, that Landlord shall have the right to remove
the fixtures and to repair and restore any damages to the leased premises caused
by such removal at Tenant's cost upon termination of this lease.
SERVICES BY LANDLORD
6. Landlord shall provide heat, HVAC, electricity, water and janitorial
service, all of which shall be included in the monthly rental fee.
SERVICES NOT PROVIDED BY LANDLORD
7. Space is provided on an "as is" basis. Tenant will be responsible for
providing its own telephone and other communication equipment and lines. Any
such installations must be approved in advance by SRI Telecommunication
Services.
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MAINTENANCE AND REPAIRS
8. (a) Subject to the duty of the Landlord under this lease to provide
regular cleaning service for the Leased Space and to perform maintenance and
repairs for the Leased Space as needed, Tenant shall during the term of this
lease maintain the Leased Space, in a good, clean, and safe condition, and shall
on expiration or earlier termination of this lease surrender the Leased Space to
Landlord in as good condition and repair as existed on the date of this lease,
reasonable wear and tear excepted. Tenant, at Tenant's own expense, shall repair
all deteriorations or injuries to the Leased Space or to the Building occasioned
by Tenant's lack of ordinary care.
(b) Except as otherwise provided in this lease, Landlord shall
perform, at Landlord's sole expense, all repairs and maintenance for the Leased
Space and the Building. Any repairs by Landlord shall be made promptly with
first-class materials, in a good and workmanlike manner, in compliance with all
applicable laws of all governmental authorities, and in a style, character, and
quality conforming to the existing construction. Except in the case of any
emergency, Landlord shall not enter the Leased Space for the purpose of
effecting the repairs, alterations, or improvements other than during normal
business hours, and shall give tenant 24-hours' notice of the intention to enter
for those purposes.
(c) Except for cases of emergency, Landlord shall make all repairs
required hereunder as soon as is practical. In the event Landlord has not made a
repair referred to in a written notice from Tenant to Landlord within 30 days
after the date of that notice, Tenant shall have the right to have the repair
performed and be reimbursed by Landlord. If the full amount of reimbursement is
not delivered by Landlord to Tenant within 10 days after Tenant's delivery to
Landlord of a written statement or xxxx evidencing the cost of the repair,
Tenant shall have the right to deduct the cost of the repair from the next
monthly rent payable to Landlord.
(d) Cleaning maintenance for the Leased Space shall be regularly
performed by Landlord.
INSPECTION BY LANDLORD
9. Tenant shall permit Landlord or Landlord's agents, representatives, or
employees to enter the Leased Space at all reasonable times for the purpose of
inspecting the Leased Space to determine whether Tenant is complying with the
terms of this lease and for the purpose of doing other lawful acts that may be
necessary to protect Landlord's interest in the Leased Space under this lease.
COMMON AREAS OF BUILDING
10. (a) Landlord shall make available at all times during the term of this
lease in any portion of the Building that Landlord from time to time designates
or relocates, automobile parking and common areas (jointly referred to as
"common areas," as that term is defined below) as Landlord shall from time to
time deem appropriate. Tenant shall have the nonexclusive right during the term
of this lease to use the common areas for itself, its employees, agents,
customers, clients, invitees, and licensees.
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(b) The term "common areas" means the portions of the Building that,
at the time in question, have been designated and improved for common use by or
for the benefit of more than one tenant of the Building, including the parking
areas; access and perimeter roads; landscaped areas; exterior walks, roofs,
stairways, elevators, escalators and/or ramps; interior corridors, elevators,
stairs, and balconies; directory equipment; the main entry lobby; restrooms; and
drinking fountains. Landlord reserves the right to redesignate a common area for
a noncommon use or to designate as a common area a portion of the Building not
previously designated a common area.
(c) All common areas shall be subject to the exclusive control and
management of Landlord or any other persons or nominees that Landlord may have
delegated or assigned to exercise management or control, in whole or in part, in
Landlord's place and stead. Landlord shall have the right to close, if
necessary, all or any portion of the common areas as is deemed necessary by
Landlord in order to effect necessary repairs, maintenance, or construction, or
to maintain the safety of tenants or the general public. Landlord will maintain
the common areas in a clean, orderly, and sanitary manner. Landlord is
responsible for all repairs of the common areas, except those required by the
negligence of Tenant.
(d) Landlord and Landlord's nominees and assignees shall have the
right to establish, modify, amend, and enforce reasonable rules and regulations
with respect to the common areas and the Building. Tenant shall fully and
faithfully comply with and observe the rules and regulations for the common
areas and the Building ("the Building Rules and Regulations"), of which the
Leased Space is a part, including any additions or amendments to the Building
Rules and Regulations that may be hereafter enacted by Landlord in Landlord's
sole discretion. Tenant acknowledges receipt of a copy of the Building Rules and
Regulations, which are attached to and made a part of this lease as Exhibit A.
Landlord shall not be liable in any way for failure of any other occupant of the
Building of which the Leased Space is a part to comply with and observe these
rules and regulations.
PARKING RIGHTS AND OBLIGATIONS
11. Included in the rent payable by Tenant under this lease for the Leased
Space, Tenant shall have the exclusive right to seven (7) parking spaces in the
parking area, for use by it and its employees. Subject to availability, Tenant
may lease additional spaces at an additional cost of $35 per space per month.
Landlord may in its sole discretion reconfigure the parking area and renumber
the parking spaces or reassign Tenant or other tenants different parking spaces,
provided that Tenant at all times is entitled to seven parking spaces.
UTILITIES FURNISHED BY LANDLORD
12. Landlord shall, at Landlord's own cost and expense, provide the
following utilities to the Leased Space and the Building:
(a) Water and electricity for the Leased Space and the Building;
available Monday through Friday, during regular business hours;
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(b) Heating and air conditioning for the Leased Space and Building;
available Monday through Friday, during regular business hours.
TENANT'S INSURANCE
13. For the mutual benefit of Landlord and Tenant, Tenant shall during the
term of this lease cause to be issued and maintained public liability insurance
in the sum of at least $500,000 for injury to or death of one person, and
$1,000,000 for injury to or death of more than one person in any one accident,
insuring the Tenant against liability for injury and/or death occurring in or on
the Leased Space or the common areas. Landlord shall be named as an additional
insured and the policy shall contain cross--liability endorsements. The Tenant
shall maintain all such insurance in full force and effect during the entire
term of this lease and shall pay all premiums for the insurance. Evidence of
insurance and of the payment of premiums shall be delivered to Landlord upon
request.
14. The Tenant shall provide and maintain at its own expense during the
entire term of this lease workers compensation insurance in amounts required by
applicable state laws.
INSURANCE FOR TENANT'S PERSONAL PROPERTY
15. Tenant agrees at all times during the term of this Lease to keep, at
Tenant's sole expense, all of Tenant's personal property, including trade
fixtures and equipment that may be on or in the Leased Space from time to time,
insured against loss or damage by fire and by any period included within fire
and extended coverage insurance for an amount that will insure the ability of
Tenant to fully replace the personal property, trade fixtures, and equipment.
INDEMNIFICATION
16. Landlord shall not be liable to Tenant, and Tenant hereby waives any
and all claims against Landlord, for any injury or damage to any person or
property in or about the Leased Space or any part of the Leased Space by or from
any cause whatsoever, except injury or damage to Tenant resulting from the acts
or omissions of Landlord or Landlord's authorized agents.
Tenant shall hold Landlord harmless from and indemnify Landlord against any
and all claims or liability for any injury or damage to any person or property
whatsoever (1) occurring in, on, or about the Leased Space or any part of it,
and (2) occurring in, on, or about any common areas of the Building when that
injury or damage was caused in part or in whole by the act, neglect, fault of,
or omission of any duty by Tenant, its agents, servants, employees, or invitees.
DESTRUCTION OF LEASED SPACE OR BUILDING
17. If the Leased Space or the Building of which it is a part is damaged
or destroyed by any cause not the fault of Tenant, Landlord shall at Landlord's
sole cost and expense promptly repair it, and the rent payable under this lease
shall be abated for the time and to the extent Tenant is prevented from
occupying the Leased Space in its entirety. Notwithstanding the foregoing, if
the Leased Space or the Building is damaged or destroyed and repair of the
damage or destruction cannot be completed within 30 days, Landlord may, in lieu
of making the repairs required by this paragraph, terminate this lease by giving
Tenant 10 days' written notice of termination. A notice of
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termination must be given by Tenant not later than 30 days after the event
causing the destruction or damage.
CONDEMNATION
18. (a) If all or any part of the Leased Space is taken by any public or
quasi-public agency or entity under the power of eminent domain during the term
of this lease:
(1) Either Landlord or Tenant may terminate this lease by giving
the other 10 days' written notice of termination; provided, however, that Tenant
cannot terminate this lease unless the portion of the Leased Space taken by
eminent domain is so extensive as to render the remainder of the Leased Space
useless for the uses permitted by this lease.
(2) If only a portion of the Leased Space is taken by eminent
domain and neither Landlord nor Tenant terminates this lease, the rent
thereafter payable under this lease shall be reduced by the same percentage that
the floor area of the portion taken by eminent domain bears to the floor area of
the entire Leased Space.
(3) If any portion of the Building other than the Leased Space
is taken by eminent domain, Landlord may, at its option, terminate this lease by
written notice to Tenant.
(4) Any and all damages and compensation awarded to paid because
of a taking of the Leased Space or the Building shall belong to Landlord, and
Tenant shall have no claim against Landlord or the entity exercising eminent
domain power for the value of the unexpired term of this lease or any other
right arising from this lease.
ASSIGNMENT AND SUBLETTING
19. Tenant shall not encumber, assign, or otherwise transfer this lease,
any right or interest in this lease, or any right or interest in the Leased
Space without first obtaining the express written consent of Landlord,
Furthermore, Tenant shall not sublet the Leased Space or any part of it or allow
any other persons, other than Tenant's employees and agents, to occupy or use
the Leased Space or any part of it without the prior written consent of
Landlord. A consent by Landlord to one assignment, subletting, or occupation
and use by another person shall not be deemed to be a consent to any subsequent
assignment, subletting, or occupation and use by another person. Any
encumbrance, assignment, transfer, or subletting without the prior written
consent of Landlord, whether voluntary or involuntary, by operation of law or
other wise, is void and shall, at the option of Landlord, terminate this lease.
The consent of Landlord to any assignment of Tenant's interest in this lease or
the subletting by Tenant of the Leased Space shall not be unreasonably withheld.
ACTS CONSTITUTING BREACH BY TENANT
20. The following shall constitute a default under and a breach of this
lease by Tenant:
(a) The nonpayment of rent when due, when the nonpayment continues
for 10 days after written notice to pay rent or surrender possession of the
Leased Space has been given by Landlord to Tenant;
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(b) A failure to perform any provision, covenant, or condition of
this lease other than one for the payment of rent, when that failure is not
cured within 10 days after written notice of the specific failure is given by
Landlord to Tenant;
(c) The breach of this lease and abandonment of the Leased Space
before expiration of the term of this lease;
(d) A receiver is appointed to take possession of all or
substantially all of Tenant's assets, when possession is not restored to Tenant
within 10 days;
(e) Tenant makes a general assignment for the benefit of creditors;
(f) The execution, attachment, or other judicial seizure of
substantially all of Tenant's assets, when the seizure is not discharged within
10 days; or
(g) The filing by or against Tenant of a petition to have Tenant
adjudged or a petition for reorganization or arrangement under the federal
bankruptcy law (unless, in the case of a petition filed against Tenant, it is
dismissed within 10 days.
LANDLORD'S REMEDIES
21. If Tenant breaches or is in default under this Lease, Landlord in
addition to any other remedies given Landlord by law or equity, may:
(a) Continue this lease in effect by not terminating Tenant's right
to possession of the Leased Space and thereby be entitled to enforce all
Landlord's rights and remedies under this lease including the right to recover
the rent specified in this lease as it becomes due under this lease; or
(b) Terminate this lease and all rights of Tenant under the lease and
recover from Tenant:
(1) The unpaid rent that had been earned at the time of
termination of the lease;
(2) The amount by which the unpaid rent that would have been
earned after termination of the lease until the time of award exceeds the amount
of rental loss that Tenant proves could have been reasonably avoided.
(3) The amount by which the unpaid rent for the balance of the
term after the time of award exceeds the amount of rental loss that Tenant
proves could be reasonably avoided; and
(4) Any other amount necessary to compensate Landlord for all
detriment proximately caused by Tenant's failure to perform Tenant's obligations
under this lease; or
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(c) In lieu of, or in addition to, bringing an action for any or all
of the recoveries described in subparagraph (b) of this paragraph, bring an
action to recover and regain possession of the Leased Space in the manner
provided by the California law of unlawful detainer then in effect.
TERMINATION NOTICE
22. No act of Landlord, including but not limited to Landlord's entry on
the Leased Space or efforts to relet the Leased Space, or the giving by Landlord
to Tenant of a notice of default, shall be construed as an election to terminate
this lease unless a written notice of the Landlord's election to do so is given
to Tenant.
WAIVER OF BREACH
23. The waiver by Landlord of any breach by Tenant of any of the
provisions of this lease shall not constitute a continuing waiver or a waiver of
any subsequent default or breach by Tenant either of the same or a different
provision of this lease.
NOTICES
24. Except as otherwise expressly provided by law, any and all notices or
other communications required or permitted by this lease or by law to be served
on or given to either party to this lease by the other party shall be in
writing, and shall be deemed duly served and given when personally delivered to
the party to whom it is directed or any employee of that party or, in lieu of
personal service, when deposited in the United States mail, certified mail,
return receipt requested, postage prepaid, addressed to Landlord at 000
Xxxxxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx, 00000 or to Tenant at 000 Xxxxxxxxxx
Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000. Either party may change its address for
purposes of this paragraph by giving written notice of the change to the other
party in the manner provided in this paragraph.
ATTORNEYS' FEES
25. If any litigation is commenced between the parties to this lease
concerning the Leased Space, this lease, or the rights and duties of either in
relation to the Leased Space or the lease, the party prevailing in that
litigation shall be entitled, in addition to any other relief grated, to a
reasonable sum as and for its attorneys' fees in litigation, which sum shall be
determined by the court in that litigation.
BINDING ON HEIRS AND SUCCESSORS
26. This lease shall be binding on and shall inure to the benefit of the
heirs, executors, administrators, successors, and assigns of the parties, but
nothing in this paragraph shall be construed as a consent by Landlord to any
assignment of this lease or any interest therein by Tenant except as provided in
Paragraph 19 of this lease.
TIME OF ESSENCE
27. Time is expressly declared to be of the essence in this lease.
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SOLE AND ONLY AGREEMENT
28. This instrument constitutes the sole and only agreement between
Landlord and Tenant respecting the Leased Space or the leasing of the Leased
Space to Tenant, and sets forth the obligations of Landlord and Tenant to each
other as of its date. Any agreements or representations respecting the Leased
Space or their leasing by Landlord to Tenant not expressly set forth in this
instrument are null and void.
EXECUTED on _______________ at Menlo Park, San Mateo County, California.
/s/ Xxxx Xxx Xxxxxx
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SRI INTERNATIONAL
LANDLORD
/s/ Xxxx X. Xxxxxxx
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DIVA SYSTEMS CORPORATION
TENANT
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EXHIBIT A
BUILDING RULES AND REGULATIONS
HALLS AND STAIRWAYS
1. Tenants shall not loiter in the halls and entryways, nor permit their
employees or patrons to loiter in the halls and entryways, and shall not
obstruct in any way the entryways, passages, stairways, elevators, and halls of
the building or use them for any other purpose than ingress and egress to and
from their respective offices.
SIGNS
2. No sign, placard, picture, name, advertisement, or notice visible from
outside a Tenant's premises shall be displayed in or on the Building without the
express written consent of Landlord, and Landlord may remove, at the expense of
Tenant, any sign, placard, picture, name, advertisement, or notice so displayed.
LOCKS AND KEYS
3. No additional lock or locks shall be placed on any door in the Leased
Space by Tenant without the prior written consent of Landlord. Tenant shall
receive, without cost, two keys to each door having a lock in the Tenant's
Leased Space. If Tenant desires extra keys to any door, Tenant must obtain them
from Landlord and Landlord may impose a reasonable charge for them.
WIRING AND ELECTRICITY
4. Wiring of any kind shall be introduced in the Building and connected
only as directed by Landlord, and no boring or cutting for wires will be allowed
except with the prior consent of Landlord. The location of all telephones and
call boxes affixed to the Building shall be prescribed by Landlord.
CONNECTION OF MACHINERY
5. Tenant shall not connect any apparatus, machinery, or device to the
electric wires, water, or air pipes of the Building without the consent of
Landlord.
MOVING FURNITURE AND EQUIPMENT
6. Landlord shall prescribe the permissible times for moving equipment and
furniture into the Building and Tenant's Leased Space. Tenant shall give the
Landlord at least 24-hours' advance notice of the time Tenant intends to move
furniture or equipment into Tenant's Leased Space. Landlord shall not be liable
for any damage or loss caused by the moving of the furniture or equipment, and
any damage to Building or Leased Space caused by the moving furniture or
equipment shall be repaired at Tenant's expense.
OBSTRUCTING LIGHT
7. The glass doors, windows, lights, and skylights admitting light into
the halls and other common areas of the Building shall not at any time be
covered or obstructed by Landlord or Tenant.
LANDLORD'S OFFICE AND EMPLOYEES
8. Any respect of Tenant for service or any other matter connected with
the Building must be made to and at the SRI Facilities department in Building
303, (000) 000-0000, Monday through Friday during regular business hours. In the
event of an emergency during off-hours, Tenant shall contact SRI Security,
Building E, (000) 000-0000.
LOCKING OF ENTRANCE DOORS
9. All entrance and exit doors of the Building shall be open and unlocked
by Landlord during the following hours:
Monday through Friday, from 6:30 A.M. to 6:00 P.M. At all other times,
including all national holidays, all entrance and exit doors shall be locked.
ENTRY AFTER BUILDING CLOSED
10. Landlord shall provide Tenant with passes for after hours access to
the building. Any person entering or leaving the Building at any time when its
entrance and exit doors are closed and locked may be questioned about his or her
business in entering or leaving the Building, and may be required to sign the
Building register by security personnel. Any person not satisfying the security
personnel that he or she has a right to enter the Building may be excluded from
the Building.
REMOVAL OF PERSONS
11. Landlord reserves the right to exclude and expel from the Building any
person who, in the judgment of Landlord, is intoxicated or under the influence
of any intoxicating beverage or drug or who in any manner violates any of these
rules and regulations or creates, in the judgment of Landlord, a disturbance in
the Building.
NO CANVASSING OR SOLICITING
12. Canvassing, soliciting, and peddling in the Building are prohibited
and Tenant shall promptly report to Landlord any person found by him or her to
be canvassing, soliciting, or peddling in the Building.
FURTHER RULES AND REGULATIONS
13. Landlord reserves the right to amend these rules and regulations and
to make any other and further rules and regulations for the Building that, from
time to time in the judgment of Landlord, are required for the orderly and safe
conduct of Building operations.
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[FLOOR PLAN]
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FIRST MODIFICATION TO OFFICE LEASE
WHEREAS, SRI INTERNATIONAL (SRI), hereinafter referred to as "Landlord",
and DIVA SYSTEMS CORPORATION, hereinafter referred to as "Tenant", have entered
into a lease dated July 13, 1995, for the rental of space in Building I, 000
Xxxxxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx, the "Leased Space" as defined by the
lease, and
WHEREAS the parties now desire to include additional suites in the "Leased
Space" and to increase the total monthly rental;
NOW THEREFORE THE LEASE IS AMENDED AS FOLLOWS:
The "Lease Space" as defined by paragraph 2 of the Preamble is increased to
include Suite IR213 and IR215.
The paragraph entitled "Basic Rent" is modified to read as follows:
Effective October 1, 1995 the total square footage of the Leased Space shall
increase to 1,495 square feet. The total monthly rental shall increase to
$2,990.00 per month payable on the first day of each and every month commencing
October 1, 1995, and continuing throughout the term of this Lease.
Except as amended hereby, all other terms and conditions of said lease
remain unchanged and in full force and effect.
SRI INTERNATIONAL DIVA SYSTEMS CORPORATION
By /s/ Xxxxxx X. Xxxxxx By /s/ Xxxx X. Xxxxxxx
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Title: Corporate Director, Support Operations Title: President
Date: September 25, 1995 Date: September 26, 1995
FIRST [SECOND] MODIFICATION TO OFFICE LEASE
WHEREAS, SRI INTERNATIONAL (SRI), hereinafter referred to as "Landlord,"
and DIVA SYSTEMS CORPORATION, hereinafter referred to as "Tenant," have entered
into a lease dated July 13, 1995, for the rental of space in Building I, 000
Xxxxxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx, the "Leased Space" as defined by the
lease, and
WHEREAS the parties now desire to include additional suites in the "Leased
Space" and to increase the total monthly rental;
NOW THEREFORE THE LEASE IS AMENDED AS FOLLOWS:
The "Lease Space" as defined by paragraph 2 of the Preamble is increased to
include Suite IS238 and IS240.
The paragraph entitled "Basic Rent" is modified to read as follows:
Effective December 1, 1995 the total square footage of the Leased Space shall
increase by 230 square feet from 1,495 square feet to 1,725 square feet. The
total monthly rental shall increase by $460 per month from $2,990 per month to
$3,450.00 per month payable on the first day of each and every month commencing
December 1, 1995, and continuing throughout the term of this Lease.
Except as amended hereby, all other terms and conditions of said lease
remain unchanged and in full force and effect.
SRI INTERNATIONAL DIVA SYSTEMS CORPORATION
By /s/ Xxxxxx X. Xxxxxx By /s/ Xxxx X. Xxxxxxx
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Title: Corporate Director, Support Operations Title: President
Date: December 13, 1995 Date: December 13, 1995
THIRD MODIFICATION TO OFFICE LEASE
WHEREAS, SRI INTERNATIONAL (SRI), hereinafter referred to as "Landlord,"
and DIVA SYSTEMS CORPORATION, hereinafter referred to as "Tenant," have entered
into a lease dated July 13, 1995, for the rental of space in Building I, 000
Xxxxxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx, the "Leased Space" as defined by the
lease, and
WHEREAS the parties now desire to terminate the lease of all space in
Building I; to substitute other space in Building 203B as the "Leased Space" and
to increase the total monthly rental;
NOW THEREFORE THE LEASE is amended as follows:
All space in Building I is deleted from the definition of the "Lease Space"
as defined by paragraph 2 of the Preamble. Upon execution this modification the
"Lease Space" will be defined as 3360 square feet of Xxxxxxxx 000X, which
includes Suites ___ and Labs ___ (or as outlined on the attached Exhibit A).
The paragraph entitled "Basic Rent" is amended to read as follows:
Effective February 1, 1996, the total square footage of the Leased Space shall
increase by 1,635 square feet from 1,725 square feet to 3,360 square feet. The
total monthly rental shall increase by $246 per month from $3,450 per month to
$3,696 per month payable on the first day of each and every month commencing
February 1, 1996, and continuing throughout the term of this Lease. The monthly
rental rate per square foot is $1.10, inclusive of electricity, HVAC and
janitorial services. All other services required by DIVA will be quoted "as
needed" and billed separately. The space is offered on a move in "as is" basis
with the exception that SRI will cover the cost of having the existing carpeting
re-stretched.
The following paragraph shall be added after the section entitled "Sole and
Only Agreement":
BADGES
29. Tenant, its employees, invitees, etc., shall wear SRI issued badges at
any time when they are in or about the Premises, the Building or common area,
and shall comply with SRI's badge policy.
Except as amended hereby, all other terms and conditions of said lease
remain unchanged and in full force and effect.
SRI INTERNATIONAL DIVA SYSTEMS CORPORATION
By /s/ Xxxxxx X. Xxxxxx By /s/ Xxxx X. Xxxxxxx
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Title: Corporate Director, Support Operations Title: President
Date: January 16, 1996 Date: January 17, 1996
January 2, 1996
Xx. Xxxx Xxxxxxx
DIVA
000 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxx, XX 00000
Dear Xxxx:
As promised, this letter puts forth the terms and conditions under which SRI
proposes to lease office and dry laboratory space to DIVA in our building
designated as #203B. As I mentioned, the rate I am proposing has not yet been
reviewed and approved by our CEO, which is a requirement. In the interest of
time, however, you and I can reach agreement and then I will submit it to Xx.
Xxxxxxx for final approval.
It is my understanding that your current space requirements will not definitely
be known until such time as you occupy the proposed space. Further, I
understand that those space requirements are expected to increase over time, but
are not expected to exceed the total square footage available in 203B of 4800
square feet. Accordingly, as you and I agreed, we would propose that the lease
be formalized at an initial square footage equal to 70% of the total, or 3360
square feet. Subsequently, the total space will be modified quarterly as needed
to reflect any increase in your requirements, thus providing DIVA with the
flexibility to add space as it becomes necessary.
The rate that would apply should you opt to accept this proposal will be $1.35
per square foot, inclusive of electricity, HVAC and janitorial services. This
would equate to an initial monthly base rent of $4,536. All other services
required by DIVA will be quoted and billed separately. The space is offered on
a move in as is basis with the exception that SRI will cover the cost of having
the existing carpeting re-stretched.
The general terms of the office lease currently in place between our two
companies will apply, with one addition. That is a formal requirement that DIVA
employees and their invitees must comply with SRI's existing identification
badging program, and agree to further identification challenge by our Security
personnel if requested.
I hope you find this proposal acceptable and look forward to working with you to
insure a timely and efficient relocation.
Sincerely,
Xxxxxx X. Xxxxxx
Corporate Director
Support Operations
FIFTH MODIFICATION TO OFFICE LEASE
WHEREAS, SRI INTERNATIONAL, hereinafter referred to as "Landlord," and DIVA
SYSTEMS CORPORATION, hereinafter referred to as "Tenant," have entered into a
lease dated July 13, 1995, for the rental of space located at 000 Xxxxxxxxxx
Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx, the "Leased Space" as defined by the lease and
modifications thereto; and
WHEREAS, the parties now desire to expand the area included in the "Leased
Space" and to increase the total monthly rental; and
NOW, THEREFORE, THE LEASE is amended as follows:
The second paragraph of the preamble is modified such that upon execution
of this modification, and retroactive to May 1, 1997, the Leased Space will be
defined as Building 203 consisting of 10,070 square feet, Building 201
consisting of 8,700 square feet and Building 205 consisting of 9,440 square
feet.
The first sentence of the section entitled "Term" is amended to read as
follows:
The term of this lease shall be a period commencing at 12:01 a.m. on July
10, 1995, and ending at 12:01 a.m. on April 30, 1999.
Upon expiration of the Term, as defined above, this Lease shall
automatically renew and extend until April 30, 2001 ("Renewal Term") unless
terminated by either party as permitted under this Lease. Concurrent with the
commencement of the Renewal Term, the Base Rent will increase to then current
market value as determined by Landlord.
The paragraph entitled "Basic Rent" is amended to read as follows:
Effective May 1, 1997, the total square footage of the Leased Space shall
increase by 17,140 square feet from 11,070 square feet to 28,210 square
feet. The total monthly rental shall increase by $21,425 per month from
$13,837.50 to $35,262.50 per month payable on the first day of each and
every month.
The monthly rental rate per square foot is $1.25 inclusive of electricity,
HVAC and janitorial services. All other services required by DIVA will be
quoted on an "as needed" basis and billed separately. A paragraph numbered 29
and entitled "Option" is hereby added to the Lease.
29. Option. Tenant shall have the option to increase the Leased Space to
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include any or all of Buildings 202 and 204 provided, however, that
Landlord may deny such option should Landlord desire to retain the space
for its own use. Tenant shall provide Landlord with prompt written notice
of its desire to increase the Leased Space. Recognizing that the Tenant,
in order to accommodate Landlord's desires, has relinquished its previous
options on Buildings 108 and 110 in exchange for the above options,
Landlord agrees to the following. Should Tenant exercise its option on
either Building 202 or 204, Landlord agrees to make, at its own expense and
within a reasonable time, those modifications necessary to convert those
areas of the subject
building, not currently so configured, into general office space of similar
configuration and standards as currently existing in Building 110. Should
Landlord not require the space, the parties shall negotiate in good faith
as to the terms under which Tenant may lease the space. This paragraph
shall in no way prohibit Landlord from letting the space to another tenant
or using the space for its own purposes. However, prior to letting the
space to another tenant, Landlord shall inform Tenant of its intention to
do so and allow Tenant ten (10) days in which to exercise this option and
begin good faith negotiations on the space. If Tenant does not respond
within the above time period, Landlord shall be free to offer to let the
space to another tenant on terms no more favorable than offered to Tenant.
Landlord shall have no obligation to provide Tenant with the above right of
first refusal if it desires to use the space for its own purposes, but
shall inform Tenant, in a timely manner, that the space is no longer
available for let.
A paragraph numbered 30 and entitled "Signage" is hereby added to the
Lease.
30. Signage. In order to be consistent with established emergency
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response protocols, Tenant agrees to have erected, corporate signage,
design and location to be approved by Landlord, that clearly indicates
those buildings occupied by Tenant. All costs associated with the erection
of the signs will be borne by the Tenant. Landlord agrees, at its sole
expense, to remove all present signage relating to SRI International. Both
parties agree that the above described work will be completed by a date not
later than August 1, 1997.
Except as amended hereby, all other terms and conditions of said lease
remain unchanged and in full force and effect.
SRI INTERNATIONAL DIVA SYSTEMS CORPORATION
By /s/ Xxxxxx X. Xxxxxx By /s/ Xxxx X. Xxxxxxx
---------------------------- ----------------------------
Title: Corporate Director, Support Operations Title: President
Date: July 24, 1997 Date: July 24, 1997
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