FOURTH AMENDMENT TO LEASE EXHIBIT 10.20
This Fourth Amendment to Lease (this "Amendment") is made by and between VICAL
Incorporated, a Delaware Corporation ("Tenant"), and Nippon Landic (U.S.A.),
Inc., a Delaware Corporation ("Landlord"), with reference to that certain lease
(the "Lease") dated December 4, 1987 between Tenant and Landlord with respect to
the premises (the "Premises") described therein. The Lease is hereby amended as
follows:
1. PARAGRAPH 2.1.4. Paragraph 2.1.4 of the Lease shall be amended to add:
"Basic Annual Rent: Effective December 1, 1999, Basic Annual Rent shall be
$447,976.92.
2. PARAGRAPH 2.1.5. Paragraph 2.1.5 of the Lease shall be amended to add:
"Monthly Rental Installments: Effective December 1, 1999, Monthly Rental
Installments of Basic Annual Rent shall be $37,331.41.
3. PARAGRAPH 2.1.7. Paragraph 2.1.7 of the Lease shall be amended to read:
"Term Expiration Date: December 1, 2004."
4. PARAGRAPH 6.1. Paragraph 6.1 of the Lease shall be amended to include:
"The first such Rental Adjustment of the Lease, as amended by the Fourth
Amendment to Lease, shall become effective December 1, 2000."
5. PARAGRAPH 5 OF THIRD AMENDMENT. Paragraph 5 of that certain Third
Amendment to Lease, effective January 1, 1995, by and between Landlord and
Tenant is hereby deleted.
6. NEW PROVISIONS. The following new provisions are hereby added to the
Lease:
(a) TENANT IMPROVEMENTS. In connection with the amendment of the Lease
contemplated by this Amendment, Tenant shall receive a tenant
improvement allowance (the "Allowance") from Landlord in an amount
equal to One Hundred Forty-Nine Thousand Five Hundred Ten Dollars
($149,510.00) to be used for tenant improvements to the Premises (the
"Allowance Improvements"). The Allowance shall be available to Tenant
following the full execution of this Amendment and shall be disbursed
by Landlord to Tenant to timely pay costs of construction in
connection with the Allowance Improvements upon completion of a
particular improvement, contractor lien release, if applicable. The
Allowance Improvements shall be mutually agreed upon by Landlord and
Tenant prior to commencement of construction, with Landlord's approval
not to be unreasonably withheld or delayed, and shall include, by way
of illustration only, improvements to the HVAC system for the building
(the "Building") in which the Premises are located, including cooling
tower improvements, air compressor improvements and boiler
improvements; interior space improvements to the Premises, including
carpeting replacement, painting of the Premises, and replacement and
repair of countertops, flooring, and doors; a kitchen remodel;
conference room built-ins; and related improvements. The foregoing
description is intended as a general description only and shall be
finalized by agreement of the parties. Tenant shall be responsible
for construction of the Allowance Improvements, all of which shall be
completed in a good, workmanlike and lien-free manner, pursuant to a
schedule reasonably approved by the parties. The Allowance
Improvements shall not include, and the Allowance shall not be
allocated for payment of, improvements to any common areas of the
Building. The Allowance shall be available for all reasonable costs
related to construction and
completion of the Allowance Improvements, including, without
limitation, design and architectural fees, permits and licenses and
all other related hard and soft costs of such construction. The
parties shall also reasonably agree upon Tenant's contractor for such
work and a method of timely disbursements to pay all costs incurred
in connection therewith.
7. OPTION TO RENEW. Landlord grants to Tenant the right to renew the terms of
this Lease for one five (5) year period under the same terms and conditions
existing in the Original Lease and/or as amended, except that Basic Annual
Rent shall be adjusted at the beginning of such renewal term to (90%) of
the then prevailing market rent for similar space in the same general
geographic area. The adjusted Basic Annual Rent shall be determined by
agreement of the parties, or in absence thereof, by a real estate appraiser
with at least five (5) years commercial appraisal experience in the City of
San Diego approved by mutual agreement of the parties, or, in the absence
thereof, by the American Arbitration Association. In no event, however,
shall the adjusted Basic Annual Rent be less than the Basic Annual Rent
payable during the last year of the term as extended by this Amendment.
Tenant shall exercise such right to renew this Lease by written notice to
Landlord no later than six (6) months prior to the end of the term of the
lease as extended by this Amendment. There shall be no further right to
renew the term of the lease beyond said one renewal period.
8. BROKERS: CB Xxxxxxx Xxxxx, Inc. represents both Landlord and Tenant in
connection with this Amendment and Landlord and Tenant agree to such dual
representation. In conjunction with this Amendment, CB Xxxxxxx Xxxxx,
Inc., shall be paid a leasing commission by Landlord equal to two and
one-half percent (2.5%) of the total nominal lease value (inclusive of
minimum increases) over the five (5)-year Lease extension evidenced by
this Amendment. Such commission shall be due and payable in its entirety
upon invoicing.
9. MISCELLANEOUS. The Lease shall remain in full force and effect, unmodified
except as set forth in this Amendment. This Amendment may be executed in
multiple counterparts and shall be binding upon the parties following full
execution hereof.
IN WITNESS WHEREOF, this Fourth Amendment to Lease is executed as of the
date first set forth above by the undersigned parties hereto.
LANDLORD: TENANT:
NIPPON LANDIC (U.S.A.), INC., VICAL INCORPORATED,
A Delaware Corporation a Delaware Corporation
By: /s/XXXXXXXXX XXXXXXXXX By: /s/XXXXXX X. XXXXXX
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Xxxxxxxxx Xxxxxxxxx Xxxxxx X. Xxxxxx
General Manager Vice President
Chief Financial Officer
Date: June 2, 1999 Date: May 28, 1999
