1
EXHIBIT 10.35
THIRD AMENDMENT TO LEASE AGREEMENT
This Third Amendment to Lease Agreement (the "Amendment") is made and entered
into as of May 7, 1999, by and between AMB Property, L.P., a Delaware limited
partnership ("Landlord"), and PharmChem Laboratories, Inc., a California
corporation ("Tenant"), with reference to the following facts.
RECITALS
A. Lincoln Menlo Associates Limited, a California limited partnership and
Tenant have entered into that certain Lease Agreement dated as of June
28, 1993 as subsequently amended on December 28, 1993 (First Amendment)
and December 20, 1995 (Second Amendment), hereinafter collectively the
"Lease") for the leasing of certain premises consisting of approximately
11,925 rentable square feet located at 0000 Xxxxxxxx Xxxxx, Xxxxx Xxxx,
Xxxxxxxxxx (the "Premises") as such Premises are more fully described in
the Lease.
X. Xxxxxxx has assigned its interest to Landlord.
C. Landlord and Tenant now wish to amend the Lease to provide for, among
other things, the extension of the Term of the Lease, all upon and
subject to each of the terms, conditions, and provisions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Landlord and Tenant agree as follows:
1. Recitals: Landlord and Tenant agree that the above recitals are
true and correct and are hereby incorporated herein as though
set forth in full.
2. Term: The Term of the Lease shall be extended from July 1, 1999
to June 30, 2006 (the "Extended Term").
3. Base Rent: The Basic Lease Information and Section 3 of the
Lease are hereby modified to provide that during the Extended
Term of the Lease the monthly Base Rent payable by Tenant to
Landlord, in accordance with the provisions of Section 3 of the
Lease shall be in accordance with the following schedule:
Period Monthly Base Rent
------ -----------------
07/01/99 - 06/30/01 $7,155.00
07/01/01 - 02/28/03 $7,751.00
03/01/03 - 10/31/04 $8,109.00
11/01/04 - 06/03/06 $8,467.00
4. Condition of Premises: Tenant acknowledges and agrees that its
possession of the Premises after July 1, 1999 is a continuation
of Tenant's possession of the Premises under the Lease. Tenant
is familiar with the condition of the Premises, and agrees to
accept the Premises in their existing condition "AS IS", without
any obligation of Landlord to remodel, improve or alter the
Premises, to perform any other construction or work of
improvement upon the Premises, or to provide Tenant with any
construction or refurbishing allowance. As of the date of this
Amendment, Tenant represents and warrants to Landlord that
Tenant is not aware of any dangerous conditions or other defects
existing in or about the Premises or the Building, and that
unless Tenant provides Landlord with written notice to the
contrary prior to June 30, 1999 such representation and warranty
shall be true as if the same were made on such date.
5. Brokers: Tenant warrants that it has had no dealing with any
real estate broker or agent in connection with the negotiation
of this Amendment whose commission shall be payable by Landlord.
If Tenant has dealt with any person, real estate broker or agent
with respect to this Amendment, Tenant shall be solely
responsible for the payment of any fee due to said person or
firm, and Tenant shall hold Landlord free and harmless against
any liability with respect thereto, including attorneys' fees
and costs.
1
2
6. Right to Terminate: Subject to the limitations and conditions
set forth herein, Tenant shall have a right to terminate the
Lease ("Termination Option") effective as of May 31, 2001
("Termination Date"). If Landlord does not receive written
notice from Tenant of its exercise of this Termination Option
prior to August 31, 2000 all rights under this Termination
Option shall automatically terminate and shall be of no further
force or effect. Tenant's exercise of the Termination Option
shall be subject to the following terms and conditions
(collectively the "Termination Conditions"): (1) Tenant shall
provide to Landlord a termination fee of thirty-eight thousand
three hundred fifty and 00/100 ($38,350.00) along with Tenant's
timely written notice of exercise of the Termination Option; (2)
Tenant shall be liable for performance of all obligations
required to be performed by Tenant under the Lease, as and when
such obligations are required to be performed under the Lease
through the Termination Date; and (3) Tenant shall vacate and
surrender the Premises as of the Termination Date in accordance
with the provisions of the Lease.
If Tenant exercises the Termination Option, upon termination of
the Lease, the vacation and surrender of the Premises by Tenant,
and satisfaction of the Termination Conditions (above) of this
Agreement, Landlord and Tenant shall have no further rights,
obligations or claims with respect to each other arising from
this Agreement or the Lease, except for those obligations of
Tenant under the Lease which are expressly required to survive
and continue after the termination or expiration of the Lease.
Tenant and Landlord hereby acknowledge and agree that certain
obligations of Tenant survive the termination or expiration of
the Lease, pursuant to the terms and provisions of the Lease,
and the parties further agree that it is the intention of Tenant
and Landlord that this Agreement not affect such ongoing
obligations of Tenant.
7. Effect of Amendment: Except as modified herein, the terms and
conditions of the Lease shall remain unmodified and continue in
full force and effect. In the event of any conflict between the
terms and conditions of the lease and this Amendment, the terms
and conditions of this Amendment shall prevail.
8. Definitions: Unless otherwise defined in this Amendment, all
terms not defined in this Amendment shall have the meaning set
forth in the Lease.
9. Authority: Subject to the provisions of the Lease, this
Amendment shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, legal representatives,
successors and assigns. Each party hereto and the persons
signing below warrant that the person signing below on such
party's behalf is authorized to do so and to bind such party to
the terms of this Amendment.
10. The terms and provisions of the Lease are hereby incorporated in
this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and
year first above written.
TENANT:
PharmChem Laboratories, Inc.,
a California corporation
By: /S/ XXX XXXXXXXX
-------------------------------
Its: CEO
-------------------------------
Date: 6/3/1999
-----------------------------
LANDLORD:
AMB Property L.P.,
a Delaware limited partnership
By AMB Property Corporation, its General Partner
By: /S/ XXXXX XXXXX
-------------------------------
Vice President
Date: 6/12/99
-------------------------------
2
