EXHIBIT 10.9(g)
SEVENTH AMENDMENT TO LEASE
THIS SEVENTH AMENDMENT TO LEASE (hereinafter "Amendment") is made this twelfth
day of June 2001, by and between XxXXXXXXXX LIMITED, a California limited
partnership (Landlord") and NOVACEPT, a California corporation formerly known as
Envision Surgical Systems, Inc. ("Tenant").
RECITALS
A. Tenant currently leases from Landlord approximately eleven thousand
four hundred and sixty-one (11,461) square feet of space (the "Premises") of
which approximately eight thousand six hundred and fifty (8,650) square feet of
space is located at 0000 Xxxxxx Xxxxx, Xxxx Xxxx, Xxxxxxxxxx (the "1047 Xxxxxx
Space") and approximately two thousand eight hundred and eleven (2,811) square
feet of additional space is located at 0000 Xxxxxx Xxxxx, Xxxx Xxxx (the "1056
Xxxxxx Space") pursuant to that certain lease dated August 26, 1993 as amended
by the First Amendment To Lease dated July 8, 1996, the Second Amendment To
Lease dated May 13, 1998, the Third Amendment To Lease dated July 13, 1999, the
Fourth Amendment To Lease dated August 4, 2000, the Fifth Amendment To Lease
dated September 30, 2000 and the Sixth Amendment To Lease dated January 5, 2001
("Lease").
B. The term of the Lease respecting the 1047 Xxxxxx Space expires on
December 31, 2003 and the term of the Lease respecting the 1056 Xxxxxx Space
expires on June 30, 2001 and Tenant desires to extend the term of the Lease
respecting the 1056 Xxxxxx Space for seven (7) additional months.
C. Landlord is willing to so extend the term of the Lease respecting
the 1056 Xxxxxx Space on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants
and agreements contained herein and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Term. The term of the Lease respecting the 1056 Xxxxxx Space is
hereby extended for seven (7) additional months, from July 1, 2001 to, and
including, January 31, 2002. The term of the Lease respecting the 1047 Xxxxxx
Space shall remain the same. The period commencing on July 1, 2001 and ending on
December 31, 2003 is referred to herein as the Seventh Extended Term.
2. Square Footage. Upon the January 31, 2002 expiration of the term
respecting the 1056 Xxxxxx Space, Tenant shall vacate the 1056 Xxxxxx Space and
the square footage of the Premises shall be reduced from approximately eleven
thousand four hundred and sixty-one (11,461) square feet to approximately eight
thousand six hundred and fifty (8,650) square feet
3. Basic Rent. As of July 1, 2001, the monthly basic rent as described
in Paragraphs 4 (a) and 5 of the Lease shall continue to be fifty four thousand
and six hundred and two and 50/100 dollars ($54,602.50) per month. The
calculation for such basic rent is reached by multiplying 8,650 square feet x
$5.50 per square foot plus 2,811 square feet by $2.50 per square foot. Upon the
January 31, 2002 expiration of the term respecting, and Tenant's relinquishment
and surrender of, the 1056 Xxxxxx Space, the monthly basic rent shall be further
reduced to forty-nine thousand nine hundred and fifty-three and 75/100 dollars
($49,953.75) per month, (8,650 square feet x $5.78 per square foot).
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4. Adjustments to Basic Rent. The monthly basic rent shall be increased
annually by five percent (5%) and otherwise adjusted as follows
July 1, 2001 through January 31, 2002 $54,602.50 per month
February 1, 2002 through December 31, 2002 $49,953.75 per month
January 1, 2003 through December 31, 2003 $52,451.44 per month
5. Common Area Charges. Tenant shall continue to pay its proportionate
share of common area charges as set forth in paragraphs 5 (b) and 16 of the
Lease and paragraph 5 of the Second Amendment To Lease. Upon the January 31,
2002 expiration of the term respecting, and Tenant's surrender of, the 1056
Xxxxxx Space, Tenant shall pay no common area charges for the 1056 Xxxxxx Space
and Tenant's proportionate share of common area charges for the 1047 Xxxxxx
Space shall be 55.52% of the common area charges allocable to the building in
which the 1047 Xxxxxx Space is located as described in paragraphs 5 (b) and 16
of the Lease.
6. Brokers. Each party represents that it has not had any dealings with
any real estate broker, finder or other person with respect to this Amendment,
and that there are no leasing commissions to be paid by Landlord or Tenant in
connection with this transaction. Each party hereto shall hold harmless the
other party from all damages, loss or liability resulting from any claims that
may be asserted against the other party by any broker, finder or other person
with whom such party has dealt, or purportedly has dealt, in connection with
this transaction.
7. Restatement of Other Lease Terms. Except as specifically modified
herein, all other terms, covenants and conditions of the Lease, including
Tenant's obligation to pay common area charges, shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
LANDLORD: TENANT:
XxXXXXXXXX LIMITED, NOVACEPT, a California corporation
a California limited partnership formerly known as Envision Surgical
Systems, Inc.
By: /s/ Xxxxxx Xxxxxx By: /s/ X.X. Xxxxx
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Xxxxxx Xxxxxx, as Trustee under the (Signature)
March 17, 1998 Restatement of the
Xxxxxxx X. XxXxxxxxxx and Xxxx X. Xxxxxx X. Xxxxx
XxXxxxxxxx Inter Vivos Trust Agreement -------------------------------------
dated January 25,1977, as amended by (Printed Name)
amendments dated April 14, 1998 and
July 27, 1999, a General Partner V.P. Operations
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(Title)
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