THIRD AMENDMENT TO LEASE AGREEMENT
Exhibit
10.19
THIRD
AMENDMENT TO LEASE AGREEMENT
This
THIRD AMENDMENT TO LEASE AGREEMENT (this "Third
Amendment")
is
executed to be effective as of February 1, 2007, by and between WIREDZONE
PROPERTY, L.P., a Delaware limited partnership ("Landlord"),
and
COMBIMATRIX CORPORATION, a Delaware corporation ("Tenant").
Unless otherwise defined herein, all capitalized terms used herein shall have
the same meaning as ascribed to such terms in the Lease (as hereinafter
defined).
W
I T N E S S E T H:
WHEREAS,
pursuant
to the provisions of that certain Lease Agreement (the "Original
Lease"),
dated
October 19, 2000, executed by Landlord and Tenant, as amended by that
certain First Amendment to Lease Agreement (the "First
Amendment")
executed by Landlord and Tenant to be effective as of April 22, 2001, and as
further amended by that certain Second Amendment to Lease Agreement (the
"Second
Amendment")
executed by Landlord and Tenant to be effective as of May 1, 2002 (as amended,
the "Lease"),
Tenant leased the Premises;
WHEREAS,
Landlord and Tenant desire (a) to reduce and relocate the Premises to consist
of
(i) approximately 5,500 square feet of Rentable Space located on the third
(3rd)
floor
of the Building, as more particularly outlined on Exhibit
"B-2"
attached
hereto (the "Third
Floor Relocation Premises"),
(ii)
approximately 19,439 square feet of Rentable Space located on the second
(2nd)
floor
of the Building, as more particularly outlined on Exhibit
"B-2"
attached
hereto (the "2nd
Floor Reduced Premises"),
and
(iii) approximately 5,785 square feet of Rentable Space located on the first
(1st)
floor
and mezzanine level in the Building and identified as the "First Floor
Additional Premises" in the First Amendment (collectively, the "Reduced
Premises"),
(b)
to extend the term of the Lease with respect to the Reduced Premises on the
same
terms and conditions contained in the Lease, as amended hereby, and (c) to
further modify the terms of the Leases, as provided herein.
NOW,
THEREFORE, for
and
in consideration of the premises, the agreements and covenants set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged and confessed, Landlord and Tenant do hereby expressly
agree, covenant and acknowledge as follows:
1. Leased
Premises.
a. Effective
as of February 28, 2007 (the "Third
Floor Relocation Commencement Date"),
Tenant shall vacate the portion of the Premises located on the third
(3rd)
floor
of the Building (the "Third
Floor Give-Back Space")
and
shall relocate to the Third Floor Relocation Premises, and all references in
the
Lease to the portion of the "Leased
Premises"
located
on the third (3rd)
floor
of the Building shall thereafter be deemed to be references to the Third Floor
Relocation Premises.
b. Effective
as of April 30, 2007 (the "Second
Floor Reduced Premises Commencement Date"),
Tenant shall vacate all portions of the Premises located on the second
(2nd)
floor
of the Building, with the exception of the Second Floor Reduced Premises (that
portion of the current Premises located on the second (2nd)
Floor
of the Building and not
included
within the Second Floor Reduced Premises is hereinafter referred to as the
"Second
Floor Give-Back Space").
All
references in the Lease to the portion of the "Leased Premises" located on
the
second (2nd)
floor
of the Building shall thereafter be deemed to be references to the Second Floor
Reduced Premises.
c. Tenant
shall have the right to occupy the applicable portion of the current Premises
through the day immediately preceding the Third Floor Relocation Commencement
Date or the Second Floor Reduced Premises Commencement Date, as applicable,
on
the same terms and conditions set forth in the Lease. The applicable portion
of
the Leased Premises shall be surrendered to Landlord by Tenant on or before
the
Third Floor Relocation Commencement Date or the Second Floor Reduced Premises
Commencement Date, as applicable, and Tenant shall fully comply with all
provisions under the Lease with respect to the current Premises, including
without limitation all provisions relating to the payment of Base Rental for
the
current Premises, the condition of the Current Premises and the removal of
Tenant's personal property, if any, from the Current Premises.
2. Term.
The
Term of the Lease, as amended hereby (the "Extended
Term"),
shall
expire on October 31, 2010 (the "Expiration
Date").
3. Base
Rental.
a. The
Base
Rental for both the Third Floor Relocation Premises and the First Floor
Additional Premises from and after February 1, 2007 shall be the amount per
square foot of Rentable Space set forth in the following schedule:
Annual
Base Rental Rate
|
|
Months
|
Per
Square Foot of Rentable Space
|
02/01/07*
- 10/31/08
|
$13.00
|
11/01/08
- 10/31/09
|
$13.39
|
11/01/09
- 10/31/10
|
$13.79
|
*With
respect to the calendar month of February 2007, the parties acknowledge that
Tenant shall be required to pay Base Rental as to the Third Floor Relocation
Premises only, and not
as to
the Third Floor Give-Back Space, notwithstanding that Tenant is not required
to
vacate the Third Floor Give-Back Space until February 28, 2007 pursuant to
Section 1 above.
2
b. The
Base
Rental for the Second Floor Reduced Premises from and after February 1, 2007
shall be the amount per square foot of Rentable Space set forth in the following
schedule:
Annual
Base Rental Rate
|
|
Months
|
Per
Square Foot of Rentable Area
|
02/01/07**
- 10/31/08
|
$11.86
|
11/01/08
- 10/31/09
|
$12.22
|
11/01/09
- 10/31/10
|
$12.58
|
**With
respect to the period February 1, 2007 through April 30, 2007, the parties
acknowledge that Tenant shall be required to pay Base Rental as to the Second
Floor Reduced Premises only, and not
as to
the Second Floor Give-Back Space, notwithstanding that Tenant is not required
to
vacate the Second Floor Give-Back Space until April 30, 2007 pursuant to Section
1 hereinabove.
4. Tenant's
Building Expense Percentage.
a. On
February 1, 2007, Tenant's Proportionate Share shall be decreased to 17.4971%,
which is the percentage obtained by dividing (i) the 91,999 square feet of
Rentable Space in the current Premises less
the
33,426 square feet of Rentable Space in the Third Floor Give-Back Space, by
(ii) the 334,758 square feet of Rentable Space in the Building (as limited,
however, by the proviso set forth in the definition of Tenant's Proportionate
Share).
b. On
May 1,
2007, Tenant's Proportionate Share shall be further decreased to 9.1780%, which
is the percentage obtained by dividing (i) the 30,724 square feet of
Rentable Space in the Reduced Premises by (ii) the 334,758 square feet of
Rentable Space in the Building (as limited, however, by the proviso set forth
in
the definition of Tenant's Proportionate Share).
5. Installation
of Improvements to the Additional Premises.
Landlord
shall provide turn-key tenant finish improvements to the Third Floor Relocation
Premises and the Second Floor Reduced Premises (collectively, the "Work")
pursuant to the Leasehold Improvements Agreement attached hereto as Exhibit
"D-2"
and made
a part hereof for all purposes. Except as set forth in this paragraph and in
the
Leasehold Improvements Agreement attached hereto as Exhibit
"D-2",
(i) the
Reduced Premises are being provided to Tenant on an "as is, where is" basis,
without any representations or warranties, whether express or implied, and
subject to all faults and patent defects, and (ii) Tenant acknowledges and
agrees that Landlord shall have no obligation beyond the obligations undertaken
in this Third Amendment and the Leasehold Improvements Agreement to renovate
the
Reduced Premises, to construct or install tenant finish improvements in the
Reduced Premises or to provide Tenant with a tenant finish allowance for the
purpose of renovating the Reduced Premises or constructing or installing tenant
finish improvements in the Reduced Premises.
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6. Moving
Allowance.
Landlord
shall pay a moving allowance of $70,000 (the "Moving
Allowance"),
to
reimburse Tenant for all third-party costs and expenses incurred in connection
with relocating to the Reduced Premises, including installation of an exterior
window. Tenant may seek reimbursement of such moving costs and expenses from
time to time as they are incurred (but no more frequently than once per month),
up to the maximum amount of the Moving Allowance, and Landlord shall reimburse
same within thirty (30) days of receipt of each request for reimbursement
including paid invoices or other documentation reasonably acceptable to Landlord
evidencing payment of same; however, all requests for reimbursement must be
submitted to Landlord by June 15, 2007.
7. Brokerage.
Tenant
warrants that it has not had any dealings with any broker or agent in connection
with the negotiation or execution of this Third Amendment, except for Xxxx
Xxxxxx of Xxxxxxx Xxxxxx & Xxxxx, who represented Tenant in this transaction
("Tenant’s
Broker")
and
who shall be paid a commission in connection herewith pursuant to a separate
agreement with the Landlord. Tenant and Landlord each agree to indemnify and
hold the other harmless from and against any claims by any other broker, agent
or other person claiming a commission or other form of compensation by virtue
of
having dealt with the indemnifying party with regard to the transaction
contemplated by this Third Amendment. The provisions of this paragraph shall
survive the termination of the Lease, as amended hereby, or the termination
of
this Third Amendment.
8. Termination
Option.
Provided
that that no uncured Event of Default then exists (both at the time of the
giving of notice and at the scheduled termination date), then Tenant may
terminate this Lease effective as of October 31, 2008 (the "Effective
Termination Date"),
by
delivering written notice of such termination (the "Termination
Notice")
to
Landlord on or before July 31, 2008. Landlord shall provide Tenant written
notice of the amount of the Termination Fee (defined below), within ninety
(90)
days following the Commencement Date for the Initial Premises. Tenant shall
pay
the Termination Fee in cash or immediately available funds to Landlord
concurrently with the delivery of the Termination Notice. The term "Termination
Fee"
shall
mean an amount of money equal to the brokerage commission paid to Tenant's
Broker in connection with this Third Amendment. The Termination Fee shall be
fully earned by Landlord upon its delivery and shall be non-refundable to Tenant
for any reason. Notwithstanding Tenant's early termination of this Lease
pursuant to this paragraph, Tenant shall remain liable for all obligations
which
accrue under this Lease through and including the Effective Termination Date.
Tenant's failure to timely notify Landlord of Tenant's election hereunder or
to
timely deliver the Termination Fee to Landlord shall automatically extinguish
Tenant's right to terminate this Lease. The termination option hereby granted
to
Tenant is personal to Tenant, and any assignment or subletting by Tenant of
the
Lease, or any termination of the Lease not in accordance with this Section
shall
terminate the termination option of Tenant hereby granted.
4
9. Letter
of Credit.
Within
two (2) weeks following satisfaction or waiver by Landlord of its condition
precedent described in Section 22 below concerning the Boeing Lease defined
therein, Tenant agrees to provide Landlord with a new letter of credit (the
"Letter
of Credit")
issued by the financial institution that previously issued the existing letter
of credit currently held by or on behalf of Landlord in connection with the
Lease (the "Existing
Letter of Credit"),
or by
such other financial institution that is reasonably acceptable to Landlord,
and
such Letter of Credit must otherwise be in form and substance that is either
substantially the same as the Existing Letter of Credit, or is otherwise
reasonably acceptable to Landlord. The Letter of Credit shall be in an amount
equal to $1,000,000, and shall automatically decline by $40,000 on March 1,
2007
and by an additional $40,000 on the first (1st) day of each calendar month
thereafter until it is reduced to $300,000. The Letter of Credit shall
thereafter remain current at $300,000 and shall be kept in full force and effect
until the expiration of the Term of the Lease, as amended hereby (including
any
renewals or extensions of the Term). Notwithstanding the foregoing, the Letter
of Credit shall provide that no $40,000 monthly reduction shall be made or
shall
be effective at any time that Landlord has notified the issuer that an Event
of
Default has occurred under the Lease, as amended hereby. Upon Tenant's delivery
of the Letter of Credit in compliance with this Section, Landlord shall
surrender to Tenant the Existing Letter of Credit.
10. Late
Fees.
The last
sentence of Paragraph 6 of the Original Lease is hereby deleted in its entirety
and replaced with the following:
In
addition, at Landlord’s option, but only to the extent allowed by applicable law
and not in excess of the amount allowed by applicable law, Tenant shall pay
a
late charge in the amount of ten percent (10%) of any installment of rental
hereunder which is not paid within five (5) days of the date on which it is
due
in order to compensate Landlord for the additional expense involved in handling
delinquent payments.
11. Deleted
Provisions.
Section
3(g) of the Original Lease, and Rider Nos. 102, 103 and 104 to the Original
Lease, are hereby deleted in their entirety.
12. Exhibits.
Exhibit
"B-2"
and
Exhibit
"D-2"
attached
hereto are hereby incorporated into the Lease, as amended hereby, as
Exhibit
"B-2"
and
Exhibit
"D-2",
respectively.
13. No
Defenses; No Representations or Warranties;
Ratification.
Tenant
hereby certifies to the personal and current knowledge of the undersigned
authorized signatory, that, as of the date of this Third Amendment, no disputes
exist between Landlord and Tenant, Landlord is not in default under the terms
of
the Lease and the Lease is in full force and effect. Except as expressly
provided in the Lease and except for certain claims that Tenant may have
concerning latent defects, Tenant hereby further certifies to the personal
and
current knowledge of the undersigned authorized signatory, as of the date of
this Third Amendment, Tenant has no claims against Landlord and has no defenses
or offsets to the full and timely performance by Tenant of each of its duties
and obligations under the Lease, whether monetary or otherwise. All terms and
conditions contained in the Lease concerning the condition of the Premises
shall
apply to the Reduced Premises. Without limiting Landlord's representations,
if
any, or any obligations in the Lease (including those relating to the condition
of the Premises), Tenant represents and warrants to Landlord that Tenant has
conducted all such investigations as are necessary or appropriate to confirm
the
acceptability of the physical condition and characteristics of the Reduced
Premises, the size and dimensions of the Reduced Premises and the suitability
of
the Reduced Premises for Tenant's intended use, and that Tenant is not relying
upon or otherwise basing its decision to lease the Reduced Premises on any
representations or warranties as to such matters made by or on behalf of
Landlord.
5
14. Severability
of Provisions.
A
determination that any provision of this Third Amendment is unenforceable or
invalid shall not affect the enforceability or validity of any other provision
hereof, and any determination that the application of any provision of this
Third Amendment to any person or circumstance is illegal or unenforceable shall
not affect the enforceability or validity of such provision as it may apply
to
any other persons or circumstances.
15. Counterparts.
This
Third Amendment may be executed in any number of counterparts with the same
effect as if all parties hereto had signed the same document. All such
counterparts shall be construed together and shall constitute one instrument,
but in making proof hereof it shall only be necessary to produce one such
counterpart.
16. Governing
Law.
The
terms and conditions of this Third Amendment shall be governed by the applicable
laws of the State of Washington.
17. Interpretation.
Within
this Third Amendment, words of any gender shall be held and construed to include
any other gender, and words in the singular number shall be held and construed
to include the plural, unless the context otherwise requires. The section
headings used herein are intended for reference purposes only and shall not
be
considered in the interpretation of the terms and conditions hereof. The parties
acknowledge that the parties and their counsel have reviewed and revised this
Third Amendment and that the normal rule of construction to the effect that
any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Third Amendment or any exhibits or amendments
hereto.
18. Amendment.
The
terms and conditions hereof may not be modified, altered or otherwise amended
except by an instrument in writing executed by Tenant and Landlord.
19. Entire
Amendment.
This
Third Amendment contains the entire agreement between the parties hereto with
respect to the matters contained herein and fully supersedes all prior
agreements and understandings between the parties pertaining to such subject
matter.
20. Successors
and Assigns.
The
terms and conditions of this Third Amendment shall be binding upon and shall
inure to the benefit of the parties hereto, their successors and permitted
assigns.
21. Confirmation
of Lease; Construction.
In the
event of any ambiguity or uncertainty between any term or provision contained
in
the Lease and any term or provision contained in this Third Amendment, then
in
all such events the terms and provisions contained in this Third Amendment
shall
control.
22. Condition
Precedent.
Tenant
acknowledges that Landlord is negotiating a lease (the "Boeing
Lease")
with
The Boeing Company, a Delaware ("Boeing"),
pursuant to which Boeing will lease space that is part of the Premises currently
leased by Tenant. The execution and delivery of the Boeing Lease by Boeing
and
Landlord are
conditions precedent to the effectiveness of this Third Amendment. If the
foregoing conditions precedent are not either satisfied or waived in writing
by
Landlord by February 8, 2007, then this Third Amendment shall be automatically
void, and neither party shall have any rights, duties, obligations, liabilities
or remedies with respect to this Third Amendment.
[SIGNATURE
PAGE FOLLOWS]
6
IN
WITNESS WHEREOF,
Landlord and Tenant have executed this Third Amendment to Lease Agreement to
be
effective as of February 1, 2007.
LANDLORD:
WIREDZONE
PROPERTY, L.P.
By:
|
WiredZone
Property GenPar, LLC,
|
its
general partner
By: /s/
Xxxxxx X. Xxxxxx
Its: Managing
Member
TENANT:
COMBIMATRIX
CORPORATION
By: /s/
Xxxx Xxxxx
Title: CEO
7
STATE
OF
TEXAS
§
§
COUNTY
OF
DALLAS
§
I
certify
that I know or have satisfactory evidence that ____Judson Pankey_____________
is
the person who appeared before me, and said person acknowledged that he/she
signed this instrument, on oath stated that he/she was authorized to execute
this instrument and acknowledged it as the ___Managing Member__________ of
WiredZone Property GenPar, LLC, general partner of WIREDZONE PROPERTY, L.P.,
to
be the free and voluntary act of such party for the uses and purposes mentioned
in this instrument.
DATED:
February _1_, 2007.
(use this space for notarial stamp/seal) |
/s/
Xxxx Xxxxx Xxxx
Print
Name: Xxxx
Xxxxx Xxxx
NOTARY
PUBLIC in and for the State of Texas,
residing
at 0000 Xxxxxxxxx Xx. Xxx Xxxxxxx, XX 00000
My
Appointment expires: 9/12/09
|
8
STATE
OF _______________
§
§
COUNTY
OF _____________
§
I
certify
that I know or have satisfactory evidence that _______________________ is the
person who appeared before me, and said person acknowledged that he/she signed
this instrument, on oath stated that he/she was authorized to execute this
instrument and acknowledged it as the _________________ of COMBIMATRIX
CORPORATION, a Delaware corporation, to be the free and voluntary act of such
party for the uses and purposes mentioned in this instrument.
DATED:
February __, 2007.
(use this space for notarial stamp/seal) |
Print
Name:_________________________
NOTARY
PUBLIC in and for the State of
_______________,
residing at ______________________
My
Appointment
expires:__________________
|
9
EXHIBIT
"B-2"
Diagrams
of Third Floor Relocation Premises
and
Second Floor Reduced Premises
[See
attached two (2) sheets.]
10
EXHIBIT
"D-2"
Leasehold
Improvements Agreement
This
Leasehold Improvements Agreement (this "Agreement")
is
made and entered as of February 1, 2007, in connection with that certain Third
Amendment to Lease Agreement (the "Third
Amendment"),
executed concurrently herewith by and between WIREDZONE PROPERTY, L.P
("Landlord")
and
COMBIMATRIX CORPORATION ("Tenant"),
and
constitutes the entire agreement of Landlord and Tenant with respect to the
construction and completion of the Reduced Premises described in the Third
Amendment. In the event of a conflict between the provisions of this Agreement
and other provisions of the Third Amendment, the provisions of this Agreement
will control. Terms defined in the Third Amendment, when used herein, shall
have
the same meanings as are ascribed to them in the Third Amendment.
1. Since
the
Reduced Premises have been occupied by a previous tenant, Tenant hereby agrees
to accept the Reduced Premises in its "as is" condition; provided, however,
the
portion of the Reduced Premises not currently occupied by Tenant shall be in
broom-clean condition and all Building systems (including, without limitation,
the structural roof, roof membrane, walls, foundations, existing HVAC and
utility systems) shall be in good working order prior to the delivery of such
portion of the Premises to Tenant.
2. Landlord
agrees to turn-key the Work (as defined herein) to the Reduced Premises based
on
the space plans attached hereto as Exhibit
"B-2",
from
which will be prepared plans and drawings mutually agreeable to the parties
(the
"Approved
Working Drawings"),
which
turn-key pricing includes the preparation of space plans, working documents,
standard and above standard improvements, construction management fees, and
compliance with all applicable governmental laws, codes, rules and regulations
including ADA/TAS. As used herein, "Work"
shall
mean all improvements to be constructed in accordance with and as indicated
on
the Approved Working Drawings. Landlord's approval of the Approved Working
Drawings shall not be a representation or warranty by Landlord that such
drawings are adequate for any use, purpose, or condition, or that such drawings
comply with any applicable law or code, but shall merely be the consent of
Landlord to perform the Work. All changes in the Work for partition changes
or
other material or structural changes must receive the prior written approval
of
Landlord which approval shall not be unreasonably withheld, delayed or
conditioned.
3. Notwithstanding
anything to the contrary contained herein, so long as Tenant does not request
any changes to the Approved Working Drawings, as set forth above, no Excess
(as
defined herein) shall be charged to or payable by Tenant in connection with
the
construction of the Work.
4. Landlord
shall construct the Work accordance with the Approved Working Drawings. The
cost
of the Work for the purpose of billing shall equal the cost of planning,
designing and constructing such Work (including any contractor's fee and
Landlord's cost of supervision and coordination of the work in an amount equal
to four percent (4%) of the actual cost to Landlord of the construction).
5. All
costs
and expenses incurred in the design and construction of the Work shall be borne
by Landlord; provided, however, that any costs and expenses (the "Excess")
incurred as a result of changes to the Approved Working Drawing or change orders
requested by Tenant which increase the cost of the Work shall be paid by Tenant,
and shall be payable as follows:
(a) Tenant
shall pay to Landlord, within thirty (30) days from delivery of Landlord's
invoice to Tenant therefor, an amount equal to one hundred percent (100%) of
such Excess (as then estimated by Landlord); and
(b) As
soon
as the final accounting is prepared and submitted to Tenant, and following
the
completion of all "punch list" items Tenant shall pay to Landlord, within thirty
(30) days from delivery of Landlord's invoice to Tenant therefor, the entire
unpaid balance, if any, of the actual Excess based on the final costs to
Landlord as described in Paragraph 3 hereof.
11
The
amounts payable hereunder, if any, shall constitute rent due pursuant to the
Lease, as amended, at the times specified therein and failure to make any such
payments when due shall constitute an event of default under the Lease, as
amended, entitling Landlord to all of its remedies thereunder as well as all
remedies otherwise available to Landlord.
6. If
Tenant
requests any changes in the Approved Working Drawings, Tenant shall present
Landlord with revised drawings and specifications for Landlord's approval,
which
approval will not be unreasonably withheld (but may be withheld if Landlord
believes that any changes could substantially delay the construction of the
Work). If Landlord approves such changes, Landlord shall incorporate such
changes in the Work following Landlord's receipt of a change order therefor
executed by Tenant.
7. Should
Landlord be delayed in substantially completing the Work as a result of (i)
Tenant's requests for changes in the Approved Working Drawings which delay
said
Work or (ii) the performance of any Work contemplated herein by a contractor
or
agent employed by Tenant (any such contractor or agent being subject to the
prior written approval of Landlord) or (iii) any other delay caused by Tenant,
its agents or employees, then Tenant's obligation to pay Rent under the Lease,
as amended, shall nevertheless commence on the applicable Commencement Date,
unless such delays for which Tenant is responsible are in addition to delays
for
which Landlord is responsible, in which case the applicable Commencement Date
and commencement of Rent under the Lease, as amended hereby, shall be extended
for the period of delays for which Landlord was responsible.
8. Landlord
hereby agrees that to the extent it acts as contractor hereunder, Landlord
will
commence or cause the commencement of the construction of the Work as promptly
as is reasonably possible, and will proceed with due diligence to perform or
cause such work to be performed in a good and workmanlike manner.
9. For
the
purposes of this Leasehold Improvements Agreement, the term "substantial
completion"
of the
Work shall mean completion of such Work in all material respects excepting
only
minor "punch list" finish and touch-up work which does not interfere with the
occupancy of the Reduced Premises by Tenant, as determined by Landlord's
architect, and the issuance of a Certificate of Occupancy for the Reduced
Premises to the extent required by the local building authority having
jurisdiction over the Building. Tenant shall have until the thirtieth
(30th)
day
following the applicable Commencement Date to submit a "punch list" to Landlord,
and all such "punch list" items will be completed by Landlord within thirty
(30)
days of its receipt of such list.
10. All
sums
payable by Tenant to Landlord under this Leasehold Improvements Agreement shall
constitute additional rental under the Lease, as amended. In the event Tenant
shall fail to pay any amount of such additional rental when due, and any such
failure continues for a period of ten (10) days after written notice of such
failure is issued by Landlord to Tenant, then such failure shall constitute
an
Event of Default under the Lease, as amended, and hereunder and Landlord shall
have the right to exercise all of its rights and remedies under the Lease,
as
amended, and under applicable law. In no event shall any termination of the
Lease, as amended, by Landlord relieve Tenant of Tenant's obligation to pay
to
Landlord the sums payable by Tenant hereunder.
12
EXECUTED
as of the day and year first above written.
LANDLORD:
WIREDZONE
PROPERTY, L.P.
By:
WiredZone
Property GenPar, LLC,
its
general partner
By: /s/
Xxxxxx X. Xxxxxx
Its: Managing
Member
TENANT:
COMBIMATRIX
CORPORATION
By: /s/
Xxxx Xxxxx
Title: CEO