Exhibit 10.73
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE ("Second Amendment") is entered into
effective as of March 15, 1995, by and between BGR ASSOCIATES, A CALIFORNIA
LIMITED PARTNERSHIP ("Lessor"), and CHIRON CORPORATION, a Delaware
corporation ("Lessee"), with reference to the following facts:
A. Lessor and Lessee are parties to that certain Lease dated December
17, 1984, entered into by Lessor and Lessee's predecessor, Cetus Corporation,
as amended by an Amendment to Lease dated February 1, 1986 (as so amended,
the "Lease"). The property covered by the Lease is located in Emeryville,
California, and is more particularly described in the Lease.
X. Xxxxxx, Lessee and certain other parties related to Lessor have
entered into that certain Option Agreement of even date herewith (the "Option
Agreement"), pursuant to which Lessor has been granted to Lessee the option,
subject to the terms and conditions of the Option Agreement, to purchase the
property covered by the Lease as well as other property in the vicinity
thereof. As provided for in Section 5.a of the Option Agreement, Lessee has
agreed to waive certain rights to terminate the Lease as part of the
consideration to Lessor for granting such option to Lessee.
X. Xxxxxx and Lessee are entering into this Second Amendment pursuant
to Section 5.d of the Option Agreement to further evidence Lessee's waiver of
termination rights as provided for in the Option Agreement.
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Lessor and Lessee hereby agree as follows (capitalized terms
used herein but not herein defined shall have the meaning ascribed to them in
the Lease):
1. AMENDMENT OF PARAGRAPH 3.2. As provided in the Option Agreement,
Lessee has irrevocably waived and relinquished its right under Paragraph 3.2
of the Lease to terminate the Lease as of June 30, 1996, and June 30, 1998;
and in furtherance of the foregoing, Lessor and Lessee hereby amend
Paragraph 3.2 of the Lease by deleting therefrom the words "second, fourth,
sixth, eighth" in the third sentence of said paragraph, which sentence begins
in the tenth (10th) line of said paragraph with the phrase "Notwithstanding
anything to the contrary in this Lease, ..."
2. STATUS OF LEASE. Except as amended hereby, the Lease remains
unamended; and as amended hereby, the Lease and all the terms and conditions
thereof remain in full force and effect.
3. COUNTERPARTS. This Second Amendment may be executed in multiple
counterparts, each of which shall constitute an original hereof, and all of
which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Second Amendment
as of the date first set forth above.
LESSEE: LESSOR:
CHIRON CORPORATION, BGR ASSOCIATES, A CALIFORNIA
a Delaware corporation LIMITED PARTNERSHIP
By: ___________________________ By: _____________________________
Xxxxxxx X. Xxxxxxx
Its: ___________________________ Managing General Partner
2
