EXHIBIT 10.65
AGREEMENT
This Premises Modification Agreement ("Agreement") is entered into by
and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public
benefit corporation located at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("TSRI"), and AGOURON PHARMACEUTICALS, INC., a California
corporation located at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ("Agouron"), with respect to the facts set forth below. This
Agreement shall be effective ("Effective Date") as of the later of November
1, 1996 or the date on which TSRI delivers possession of any part of the
Premises (as defined below) to Agouron pursuant to that certain Sublease
Agreement (defined below).
RECITALS
1. TSRI is a party to that certain Lease dated January 26, 1994
pertaining to certain rentable space located at ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ (the "Premises"); one party to said Lease,
the Regents of the University of California, is identified
therein as Landlord, while TSRI is identified therein as
Tenant.
2. Pursuant to a Sublease Agreement dated November 4, 1996
between TSRI and Agouron, a copy of which is attached hereto
as Exhibit A and the terms of which are incorporated by
reference herein, TSRI has agreed to sublease a portion of the
Premises leased to TSRI, to Agouron.
3. Both TSRI and Agouron require access to temperature-controlled
facilities in order to carry out their scientific research and
thus wish to expand the available temperature-controlled
facilities on the Premises for such use. At present, one
temperature-controlled room is in use; a second temperature-
controlled room requires repair.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and
conditions set forth herein, TSRI and Agouron hereby agree as follows:
1. A second pre-existing temperature-controlled room shall be
repaired so that it functions as a warm-room; all costs
incurred in the repair of said second temperature-controlled
room shall be shared equally by the parties hereto. The
parties have agreed that TSRI shall pay the invoiced costs of
the repair of said second temperature-controlled room and
shall invoice Agouron for half of said
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costs. Agouron agrees to reimburse TSRI for said costs within
thirty (30) days of receiving an invoice for same. Agouron
further agrees that early termination of the Sublease
Agreement (Exhibit A hereto) shall not relieve Agouron of its
obligation to reimburse TSRI for Agouron's half of the
aforementioned costs. The parties hereto acknowledge that no
repair work shall commence until the consent of The Regents of
the University of California is received.
2. Once repair of the second temperature-controlled room is
completed and said room is ready for use, the parties hereto
agree that the second temperature-controlled room will be
available for exclusive use by TSRI, while the first
temperature-controlled room will be available for exclusive
use by Agouron, during the term of the Sublease Agreement
(Exhibit A hereto).
3. In addition to the repair of the second temperature-controlled
room, four (4) modular controlled environment chamber units
from Percival Scientific, Inc., the specifications of which
are set forth on Exhibit B hereto (hereinafter, "Percival
Units"), shall be purchased and installed on the Premises
within Sublessor's space. The parties hereto acknowledge that
no installation work shall commence until the consent of The
Regents of the University of California is received.
4. All costs relating to acquisition and installation of the
Percival Units, including, without limitation, payment for any
build-out costs relating to installation of the Units, shall
be shared equally by TSRI and Agouron. The parties have
agreed that TSRI shall pay the invoiced costs of acquisition,
installation, and build-out and shall invoice Agouron for half
of said costs. Agouron agrees to reimburse TSRI for said
costs within thirty (30) days of receiving an invoice for
same. Agouron further agrees that early termination of the
Sublease Agreement (Exhibit A hereto) shall not relieve
Agouron of its obligation to reimburse TSRI for Agouron's half
of the aforementioned costs. TSRI agrees to pay costs
associated with maintenance contracts for said Units and shall
hold title to said Units.
5. Agouron's total contributions herein as described in
Paragraphs 1 and 4 above, shall not exceed its one-half share
of all costs referenced in the purchase orders and work orders
(or contracts) attached hereto as Exhibit C and incorporated
by reference herein, plus 5% in the event of cost overruns
relating to said purchase orders and work orders, without the
written consent of Agouron.
6. Upon termination of the Sublease Agreement (Exhibit A hereto),
and presuming that all costs relating to the purchase and
installation of the Percival Units have been shared equally by
both parties hereto, that the purchase price of the Units has
been fully paid, and that no invoices or costs relating to
said Units remain outstanding or unpaid, disposition of the
Percival Units shall be handled as follows. TSRI and Agouron
may each keep two Percival Units for use or
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disposition as each party sees fit. Alternatively, either
TSRI or Agouron may reimburse the other party for its interest
in two Units at net book value using straight-line
depreciation over five (5) years, thereby keeping all four
Units for its own use or disposition.
7. All notices or demands of any kind required or desired to be
given by TSRI or Agouron hereunder shall be in writing and
shall be deemed delivered forty-eight (48) hours after
depositing the notice or demand in the United States mail,
certified or registered, postage prepaid, addressed to TSRI or
Agouron, respectively, at the addresses set forth after their
signatures hereinbelow.
8. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter
hereof. There shall be no amendment or modifications to this
Agreement, except by a written document which is signed by
both parties.
9. The relationship between TSRI and Agouron is that of
independent contractors. TSRI and Agouron are not joint
venturers, partners, principal and agent, master and servant,
employer or employee, and have no other relationship other
than independent contracting parties. TSRI and Agouron shall
have no power to bind or obligate each other in any manner,
other than as is expressly set forth in this Agreement.
10. This Agreement shall be construed and enforced in accordance
with the laws of the State of California.
11. Should any one or more of the provisions of this Agreement be
held invalid or unenforceable by a court of competent
jurisdiction, it shall be considered severed from this
Agreement and shall not serve to invalidate the remaining
provisions thereof. The parties shall make a good faith
effort to replace any invalid or unenforceable provision with
a valid and enforceable one such that the objectives
contemplated by them when entering this Agreement may be
realized.
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IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized representatives as of the date set forth above.
TSRI: AGOURON:
THE SCRIPPS RESEARCH INSTITUTE AGOURON PHARMACEUTICALS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President and Title: VP, Operations
Chief Financial Officer
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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EXHIBIT A
SUBLEASE
