FIRST AMENDMENT TO LEASE AND AGREEMENT OF LEASE
EXHIBIT
99.1
FIRST
AMENDMENT TO LEASE AND AGREEMENT OF LEASE
THIS
FIRST AMENDMENT TO LEASE AND AGREEMENT OF LEASE (this "First
Amendment")
is
made and entered into as of December 22, 2005 (the "Effective
Date")
by and
between TNCA,
LLC,
a
Delaware
limited liability company ("Landlord")
and
PEREGRINE PHARMACEUTICALS, INC., a Delaware corporation (successor-in-interest
to Techniclone Corporation, a Delaware corporation) ("Tenant").
R
E C I T A
L S:
A. Landlord
and Tenant entered into that certain Lease and Agreement of Lease dated as
of
December 24, 1998 (the "Lease").
B. Pursuant
to the Lease, Landlord leases to Tenant and Tenant leases from Landlord that
certain office space containing approximately 47,771 rentable square feet (the
"Premises")
of
those certain industrial and office warehouse buildings located at 14272 and
00000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx (collectively, the "Buildings").
C. The
parties now desire to amend the Lease to extend the Term of the Lease and modify
various terms and provisions of the Lease, all as hereinafter
provided.
A
G R E E M
E N T:
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as
follows:
1. Capitalized
Terms.
All
capitalized terms when used herein shall have the same meanings given such
terms
in the Lease unless expressly superseded by the terms of this First
Amendment.
2. Extension
of Lease Term.
The
Primary Term which is scheduled to expire on December 31, 2010 is hereby
extended until December 31, 2017 (the "Revised
Termination Date").
Such
period commencing as of the Effective Date and ending on the Revised Termination
Date shall be referred to herein as the "Revised
Primary Term".
3. Base
Rent.
During
the Revised Primary Term, Tenant shall pay Base Rent to Landlord for the
Premises in accordance with the following schedule:
|
Period
of
Revised
Primary Term
|
Annual
Base
Rent
|
Monthly
Base
Rent
|
|||||
|
Effective
Date-12/31/2006
|
$
|
745,135.44
|
$
|
62,094.62
|
|||
|
1/1/2007-12/31/2008
|
$
|
770,097.48
|
$
|
64,174.79
|
|||
|
1/1/2009-12/31/2010
|
$
|
795,895.68
|
$
|
66,324.64
|
|||
|
1/1/2011-12/31/2012
|
$
|
822,558.24
|
$
|
68,546.52
|
|||
|
1/1/2013-12/31/2014
|
$
|
850,113.96
|
$
|
70,842.83
|
|||
|
1/1/2015-12/31/2016
|
$
|
878,592.72
|
$
|
73,216.06
|
|||
|
1/1/2017-12/31/2017
|
$
|
908,025.60
|
$
|
75,668.80
|
|||
4. Options
to Renew.
Tenant
shall continue to have the options to renew the Lease, as hereby amended, as
provided in Section 2.1 of the Lease, except that (a) Tenant’s first
(1st)
option
to extend the Revised Primary Term shall commence on the expiration of the
Revised Primary Term and end on December 31, 2022 (such period commencing on
January 1, 2018 and ending on December 31, 2022 herein referred to as the
"1st Extended
Term");
(b) the Base Rent payable by Tenant during the 1st Extended Term shall be
as set forth in the following schedule:
|
Periods
of
1st
Extended Term
|
Annual
Base
Rent
|
Monthly
Base
Rent
|
|||||
|
1/1/2018-12/31/2018
|
$
|
908,025.60
|
$
|
75,668.80
|
|||
|
1/1/2019-12/31/2020
|
$
|
938,444.40
|
$
|
78,203.70
|
|||
|
1/1/2021-12/31/2022
|
$
|
969,882.24
|
$
|
80,823.52
|
|||
(c)
Tenant’s second (2nd)
option
to extend the 1st
Extended
Term shall commence on the expiration of the 1st
Extended
Term and end on December 31, 2027 (such period commencing on January 1, 2023
and
ending on December 31, 2027 herein referred to as the "2nd
Extended Term");
and
(d) the Base Rent payable by Tenant during the 2nd
Extended
Term shall be as set forth in the following schedule:
|
Periods
of
2nd
Extended Term
|
Annual
Base
Rent
|
Monthly
Base
Rent
|
|||||
|
1/1/2023-12/31/2024
|
$
|
1,002,373.32
|
$
|
83,531.11
|
|||
|
1/1/2025-12/31/2026
|
$
|
1,035,952.80
|
$
|
86,329.40
|
|||
|
1/1/2027-12/31/2027
|
$
|
1,070,657.16
|
$
|
89,221.43
|
|||
5. Condition
of Premises.
Tenant
is in possession of the Premises and accepts the same in its current "AS IS"
condition without any agreements, representations, understandings or obligations
on the part of Landlord to perform or pay for any alterations, repairs or
improvements.
6. Miscellaneous
Deletions.
Section
5.6 of the Lease and Exhibit “F” attached to the Lease are hereby deleted in
their entirety.
7. Brokers.
Landlord and Tenant hereby warrant to each other that they have had no dealings
with any real estate broker or agent in connection with the negotiation of
this
First Amendment other than Xxxxxxx & Xxxxxxxxx of California, Inc. (the
"Broker"),
and
that they know of no other real estate broker or agent who is entitled to a
commission in connection with this First Amendment. Each party agrees to defend,
indemnify and hold the other party harmless from and against any and all claims,
demands, losses, liabilities, lawsuits, judgments, and costs and expenses
(including, without limitation, reasonable attorneys' fees) with respect to
any
leasing commission or equivalent compensation alleged to be owing on account
of
any dealings with any real estate broker or agent, other than to the Broker,
occurring by, through or in connection with the indemnifying party.
8. Counterparts.
This
First Amendment may be executed in multiple facsimile counterparts, each of
which is to be deemed an original for all purposes, but all of which together
shall constitute one and the same instrument.
9. No
Further Modification.
Except
as set forth in this First Amendment, all of the terms and provisions of the
Lease shall remain unmodified and in full force and effect.
IN
WITNESS WHEREOF, Landlord and Tenant have caused this First Amendment to be
duly
executed and delivered on the date shown below, their respective signatures
to
memorialize the agreement of the parties, as of the date first above
written.
| "Landlord" | TNCA,
LLC. a Delaware limited liability company |
|
| |
|
|
| By: |
TNCA
Holdings, LLC,
a Delaware limited liability company
Its Manager
|
|
| By: | /s/ C. XXXXXXXXX XXXXX XX | |
|
|
||
|
Name:
C. Xxxxxxxxx Xxxxx XX
Title:
President
|
||
| Executed Date: December 22, 2005 | ||
| "Tenant" |
PEREGRINE
PHARMACEUTICALS, INC.,
a Delaware corporation (successor-in-interest
to
Techniclone
Corporation, a Delaware corporation)
|
|
| |
|
|
| By: | /s/ XXXX X. XXXXX | |
|
|
||
|
Name:
Xxxx X. Xxxxx
Title:
Chief Financial Officer
|
||
| Executed Date: December 22, 2005 | ||
