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EXHIBIT 10.14
FIRST AMENDMENT TO LEASE AGREEMENT
This FIRST AMENDMENT TO LEASE AGREEMENT ("First Amendment") is made as
of the 6th day of March, 1996, by and between MENLO BUSINESS PARK, a California
general partnership, and PATRICIAN ASSOCIATES, INC., a California corporation
(collectively, "LANDLORD") and PHARMCHEM LABORATORIES, INC., a California
corporation ("TENANT").
RECITALS:
WHEREAS, Landlord and Tenant entered into a lease of premises
consisting of approximately 24,719 square feet in that certain building
commonly known as Building Xx. 00, Xxxxx X, Xxxxx Xxxx, Xxxxxxxxxx, and having
a street address of 0000 X'Xxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx (which premises
are defined as the "PREMISES" in the Lease and for the purposes of this First
Amendment shall be known as the "14A PREMISES") pursuant to that certain Lease
dated as of October 21, 1988 (the "LEASE") (all capitalized terms shall have
the meaning set forth in the Lease except as otherwise provided herein);
WHEREAS, Tenant has exercised its option to extend the term of the
Lease for five (5) years until June 1, 2001 (the term of the Lease as extended,
shall hereinafter be referred to as the "TERM", and the portion of the Term
from June 1, 1996 to and including June 1, 2001, is hereinafter referred to as
the "EXTENDED TERM") with respect to the 14A Premises, subject to the terms and
conditions contained herein; and
WHEREAS, Landlord desires to lease to Tenant and Tenant desires to
Lease from Landlord those certain premises known as the mezzanine of Suite 14B
consisting of approximately 9,064 square feet in that certain building commonly
known as Xxxxxxxx Xx. 00, Xxxxx Xxxx, Xxxxxxxxxx, and having a street address
of 0000, X'Xxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx all as shown on Exhibit "A"
attached hereto (the "MEZZANINE"), pursuant to the terms and conditions
contained in the Lease, as amended hereby.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and the mutual promises set forth
herein, Landlord and Tenant hereby agree as follows notwithstanding anything
contained in the Lease to the contrary:
1. For the remainder of the Term, Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord the Mezzanine, subject to the terms and
conditions contained in the Lease, as amended hereby.
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2. The following terms defined in Paragraph 3 of the Lease shall have the
meanings set forth hereinbelow in the Lease, as amended hereby:
(o) "Premises" shall collectively mean the 14A Premises and the
Mezzanine as shown on Exhibit "A" hereto, and the use of the 95 parking spaces
on Lot 14.
(aa) "Tenant's Proportionate Share of Building Expenses" shall
collectively mean (i) the square footage of the Premises, i.e., 33,783, divided
by the square footage of Building 14 (56,460), which equals 59.84%.
(bb) "Tenant's Proportionate Share of Project Expenses" shall
collectively mean (i) the square footage of Lot 14 (116,045) times 59.84%, i.e.,
divided by the square footage of the leasable Lots in the Project (2,060,693),
which equals 3.37%.
3. Notwithstanding the foregoing, from and including June 2, 1996, to and
including December 1, 1997 (the "TERMINATION PERIOD"), in the event that a
present or prospective tenant of Suite 14B wishes to lease both the ground floor
and the Mezzanine, upon sixty (60) days prior written notice from Landlord to
Tenant Landlord shall have the right to terminate Tenant's lease of the
Mezzanine. In the event Landlord does not exercise its right to terminate
Tenant's lease of the Mezzanine during the Termination Period, Landlord's rights
set forth in the preceding sentence shall expire. Such expiration shall not
affect other rights that Landlord has to terminate the Lease as set forth in the
Lease.
4. In addition to the Monthly Rent for the 14A Premises which is due and
payable as set forth in Paragraph 5 of the Lease, Tenant shall pay to Landlord,
in lawful money of the United States, for each calendar month to the term hereof
commencing with the month of March, 1996, Monthly Rent for the Mezzanine in the
amount of $7,704.40, subject to adjustment as provided in Paragraph 5(b) below,
in advance, on the first day of each calendar month of the Term, without
abatement, deduction, claim, offset, prior notice or demand. Monthly Rent for
the Mezzanine for the month of March, 1996, shall be prorated as set forth in
Paragraph 5(d) of the Lease.
5. (a) The first sentence of Paragraph 11(c)(ii) is amended to read as
follows: "In particular, Tenant, at its sole cost, shall keep, operate, and
maintain the Premises in compliance with all, and shall not, through its use and
occupancy, cause or permit the Premises to be in violation of, any
"Environmental Laws" (hereinafter defined)."
(b) Paragraph 11 is further amended to add the following new
subparagraph (d):
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(d) "Environmental Laws" shall mean any and all present and
future federal, state and local laws, or requirement under any permit
issued with respect thereto, and other requirements of governmental
entities having jurisdiction thereunder, relating to the protection of
human health, the environment, or Toxic Materials including, without
limitation, the use, handling, transportation, production, disposal,
treatment, discharge or storage thereof.
6. All references to the "Building" and the "Premises" contained in
paragraph 15(a) shall be deemed to refer to Building 14 and the Premises. All
references to "Tenant Improvements" contained in Paragraph 15(b) shall be deemed
to include the "Mezzanine Tenant Improvements" as defined hereinbelow.
7. Tenant shall pay "Building Expenses" as defined in Paragraph 17(a) with
respect to the Premises in amounts equal to 59.84% of the Real Property Taxes
relative to Building 14 or Lot 14 as a whole and 59.84% of "Costs of Operation
and Maintenance" as defined in said paragraph 17(a) with respect to the
operation and maintenance of Building 14 and Lot 14. The Building Expenses with
respect to the Premises shall be calculated and payable in accordance with the
terms of Paragraph 17(a). Tenant's payment of the Building Expenses with
respect to the Premises shall constitute Additional Rent payable by Tenant under
the Lease, as amended hereby.
8. All references to "Premises" in Paragraph 24(b) shall be deemed to
include the Mezzanine.
9. Landlord shall exercise all reasonable efforts to obtain the necessary
approvals to modify the two (2) stairwells in Suite 14B to (a) block entry to
the Mezzanine from the lobby of Suite 14B, and (b) allow secured ingress and
egress to the easterly stairs to the Mezzanine while preserving the security of
the groundfloor space of Suite 14B (the "MEZZANINE TENANT IMPROVEMENTS").
Provided that such approvals are obtained, and provided that security issues are
resolved to the satisfaction of the ground floor tenant of Suite 14B and Tenant,
at no cost to Tenant, Landlord will modify the two (2) stairwells in Suite 14B,
as set forth above. In the event that security issues are not resolved to the
satisfaction of Tenant, Tenant may terminate this Lease on thirty (30) days
written notice to Landlord, without penalty.
10. Landlord hereby grants Tenant a right of first offer (the "RIGHT OF
FIRST OFFER") with respect to all space in Suite 14B of the Building that is not
presently subject to the terms hereof, on the following terms and conditions. If
at any time during the Lease Term, Landlord receives a bona fide offer from an
unrelated third party to lease such space, which offer Landlord is willing to
accept, Landlord shall first offer to Tenant the opportunity to lease such space
at the Prevailing Market Rent, and
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otherwise on all other terms and condition set forth herein. Tenant may
exercise the Right of First Offer only by giving written notice to Landlord of
Tenant's exercise of such right within fifteen (15) days following the date of
Tenant's receipt of the Right of First Offer. If Tenant does not exercise the
Right of First Offer within such fifteen (15) day period, then Landlord may
lease such space to any third party on substantially the same terms and
conditions set forth in the Right of First Offer so long as Landlord enters
into a binding lease for such space within 180 days after delivery to Tenant of
the Right of First Offer notice. If Landlord does not enter into such lease
within such 180 day period, then Landlord shall reoffer such space to Tenant as
set forth herein. The "PREVAILING MARKET RENT" shall be equal to the prevailing
market rate for properties of equivalent quality, size, utility and location in
Menlo Park, California. If Tenant has timely exercised its Right or First
Offer, Landlord shall notify Tenant in writing of the proposed new Base Rent,
which shall be equal to the Prevailing Market Rent. Unless Tenant objects to
the Prevailing Market Rent as determined by Landlord within ten (10) days after
receipt of such notice, the amount stated in such notice shall be the Base Rent
for the new space. If Tenant objects to Landlord's proposal, then the Base Rent
for the new space shall be determined by an MAI appraiser. Landlord shall
choose such an appraiser within thirty (30) days after Tenant notifies Landlord
of Tenant's objection to the Prevailing Market Rate determined by Landlord.
If Tenant does not disapprove Landlord's choice of any appraiser by delivery of
written notice of disapproval within five (5) days after written notice of such
choice by Landlord, then Landlord's appraiser shall be deemed to have been
approved by Tenant. If Tenant does not approve Landlord's choice of an
appraiser, then Tenant's notice of disapproval shall name an MAI appraiser
designated by Tenant, and Tenant's appraiser and Landlord's appraiser shall
appoint a third MAI appraiser in which event each appraiser shall determine the
Prevailing Market Rent. The two amounts which are closer shall be averaged, and
such average shall be the Prevailing Market Rent for the new space. Landlord
and Tenant shall each make a good faith effort to have any appraiser it chooses
prepare its assessment of the Prevailing Market Rent promptly. The cost of any
common appraiser shall be split equally by Landlord and Tenant, and, if three
appraisers are utilized, Landlord and Tenant shall each be responsible for the
fees and costs of the appraiser which it appoints. If the Base Rent shall not
have been determined by the Commencement Date of the Renewal Term, Tenant shall
pay Base Rent when due at Tenant's proposed Base Rent until the new Base Rent
is determined. When the actual adjusted Base Rent is determined, Tenant shall
promptly pay Landlord any additional rent due for the months which have elapsed
or, alternatively, Landlord shall credit any excess payment for the elapsed
months to the next monthly installments of Base Rent becoming due.
11. Except as expressly set forth to the contrary in this First
Amendment, the Lease remains unmodified and in full force and effect. To the
extent of any conflict between the terms of
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this First Amendment and the terms of the Lease, this First Amendment will
control.
IN WITNESS WHEREOF, this First Amendment has been executed by the
parties hereto as of the date hereinabove written.
LANDLORD: TENANT:
PATRICIAN ASSOCIATES, INC., PHARMCHEM, Inc.
a California corporation a California corporation
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxx Xxxxxxxx
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Print Name: Xxxxxxx X. Xxxxxx Print Name: Xxxxxx X. Xxxxxxxx
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Its: Vice President Its: CEO
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By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxx Xxxxxxxxx
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Print Name: Xxxx X. Xxxxxxxxx Print Name: Xxxxx Xxxxxxxxx
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Its: Vice President Its: VP/CFO
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MENLO BUSINESS PARK,
a California general partnership
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, as general partner
By: Xxxxxxx Investment Company,
as general partner
By: /s/ X.X. Xxxxxxx XX
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X.X. Xxxxxxx XX, General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, General Partner
By: Xxxxxx X. Xxxxxxx, Xx., and Xxxxxxx X. Xxxxxxx,
Trustees UTD 1/23/75, as general partner
By: /s/ Xxxxxx X. Xxxxxxx, Xx., Trustee
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Xxxxxx X. Xxxxxxx, Xx., Trustee
By: /s/ Xxxxxxx X. Xxxxxxx, Trustee
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Xxxxxxx X. Xxxxxxx, Trustee
