EXHIBIT 10.3
This LEASE RENEWAL AND AMENDMENT AGREEMENT (this "Agreement") is made this
5th day of August, 1997 by and between WRC PROPERTIES, INC. ("Landlord") and
ICOS CORPORATION ("Tenant").
RECITALS
Landlord is the landlord and Tenant is the tenant under that certain Lease
dated for reference purposes February 6, 1992, as amended by First Amendment to
Lease dated for reference purposes August 21, 1992 (collectively, the "Premier
North Lease") for premises located at 00000 00xx Xxxxxx X.X., Xxxxxxx, XX 00000
(the "Premises"). The legal description of the land on which the Premises is
located is attached hereto as Exhibit A.
Tenant has elected to extend the term of the Premier North Lease as
provided under Rider 2 of the Premier North Lease.
Landlord and Tenant have agreed on the Base Monthly Rent for the First
Extended Term and have agreed to clarify the operative Rider 2 under the Premier
North Lease, all as more fully set forth herein.
The Premier North Lease includes 1,511 rentable square feet in the project
known as Premier South (the "1,511 RSF Space").
The parties wish to delete the 1,511 RSF Space from the Premier North Lease
and add it to that certain Lease dated December 20, 1996, between Landlord and
Tenant for space in Premier South (the "Premier South Lease") pursuant to
Amendment thereto executed simultaneous herewith, such deletion and addition to
be effective September 15, 1997.
Except as otherwise specifically defined herein all capitalized terms shall
have the meaning set forth in the Premier North Lease.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree as follows:
The Premier North Lease is hereby extended for the First Extended Term of
sixty (60) months beginning on September 15, 1997, and ending on September 14,
2002.
The Base Monthly Rent per rentable square foot of the Premises for the
First Extended Term of the Premier North Lease shall be as follows, provided
that the Base Monthly Rent for the month of January 1998 shall be zero dollars.
Months Amount
1-12 $1.29 per rsf
13-36 $1.425 per rsf
37-60 $1.55 per rsf
The operative Rider 2 under the Premier North Lease shall be that attached
hereto as Exhibit B.
Effective September 15, 1997, the 1,511 RSF Space shall be deemed deleted
from the Premises under the Premier North Lease and shall be added to the
premises under the Premier South Lease pursuant to Amendment executed
simultaneous herewith. With such deletion, the rentable square footage of the
Premises under the Premier North Lease is 50,297 square feet and all charges
under the Premier North Lease based on Tenant's pro rata square footage under
lease shall reflect that square footage.
Except as specifically provided herein the Premier North Lease is and
remains in full force and effect.
LANDLORD:
WRC PROPERTIES, INC.,
a Delaware corporation
By: /S/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Its: Assistant Secretary
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TENANT
ICOS Corporation,
a Washington corporation
By: /S/ Xxxx Xxxxxx
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Its: Executive Vice President, Operations
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EXHIBIT B
RIDER 2: OPTION TO RENEW
This rider is attached to and made part of that certain lease dated
February 6, 1992 between WRC Properties, Inc., a Delaware corporation, as
Landlord, and ICOS Corporation, a Delaware corporation, as Tenant,
covering the Property commonly known as 00000 - 00xx Xxx. X.X., Xxxxxxx,
XX (the "Lease"). The terms used in this Rider shall have the same
definitions as set forth in the Lease. The provisions of this Rider
shall prevail over any inconsistent or conflicting provisions of the
Lease.
1. Tenant is granted the right to extend the term of this Lease
beyond the expiration date of the initial Lease Term for two (2)
successive periods of sixty (60) months (each an "Extended Term").
If Tenant has defaulted in its obligations under this Lease, and
failed to cure such defaults within any applicable cure period, then
Tenant's right to exend the Lease for the Extended Terms shall
automatically terminate. Tenant's right to extend the Lease for the
first Extended Term may be assigned as part of an assignment of the
Lease. Tenant's right to extend the Lease for the Second Extended
Term is personal to Tenant and may not be exercised by any subtenant
or assignee of Tenant, provided that (i) the right to extend the
Lease for the Second Extended Term may be assigned to a Tenant
Affiliate (as defined in Section 9.02 of the Lease), and (ii) if
Tenant has personally occupied the Property and performed all
obligations under the Lease for the full five (5) years of the Initial
Term, and the right to the First Extended Term has been exercised,
then the right to extend the Lease for the Second Extended Term may
be assigned as part of an assignment of the Lease. Tenant's extension
rights shall apply to all of the Property under lease to Tenant at the
time. From and after the commencement of an Extended Term, all of the
terms, covenants, and conditions of the Lease shall continue in full
force and effect as written, except that Base Rent for the Extended
Term shall be equal to ninety-five (95%) of the market rate for a
five (5) year term for comparable space on comparable terms
(e.g., comparable cost pass-throughs) in the Bothell/Woodinville
High-Tech/Office Park market adjacent to I-405 (collectively
"Fair Market Rent"), provided that in no event shall the monthly
Base Rent for an Extended Term be less than the monthly Base Rent
for the last month of the term immediately preceding the Extended
Term. Fair Market Rent shall be determined as set forth below.
2. To preserve its option to extend the Lease Term, Tenant
shall give Landlord written notice of its election to commence
extension proceedings (the "Initial Extension Election") on or
before the last day of the forty-eighth (48th) month of the first
Extended Term in the case of the Second Extended Term.
3. If Tenant makes an initial Extension Election, Landlord
shall, not later than ten (10) months before the end of the initial
Lease Term or the first Extended Term, as appropriate, provide
Tenant with a market study or rent comparison analysis prepared
by an established and experienced broker or a qualified appraiser,
setting forth an analysis of the Fair Market Rent for the Premises,
together with the underlying data on which such analysis is based.
Tenant shall have thirty (30) days after receipt of such analysis
to make a final election to exercise the Extension Opton (a "Final
Extension Election"). If Tenant makes an Initial Extension Election
and thereafter does not make Final Extension Election, the Lease
Term shall be extended by the number of days elapsing between
Tenant's Initial Extension Election and the date Tenant notifies
Landlord that it will not be exercising a Final Extension Election
(or the date on which Tenant's option to exercise a Final Extension
Election expires), all on the same terms as in effect in the last
month of the unextended term.
4. At the time Tenant makes a Final Extension Election, it
shall advise Landlord of its estimate of Fair Market Rent. If such
estimate differs from that set forth in the analysis supplied by
Landlord to Tenant, then the parties shall promptly meet to attempt
to resolve their differences. If the differences as to Fair Market
Rent are not resolved within sixty (60) days of Tenant's Final
Extension Election, then the parties shall submit the matter to
arbitration in accordance with the terms of Section 5 of this
Rider so that Fair Market Rent is determined no later than
three (3) months prior to the first day of the Extended Term.
5. If the parties are unable to reach agreement of Fair Market
Rent during the period specified in Section 4 of this Rider, then
within then (10) days thereafter either party may advise the other
in writing of the name and address of its arbitrator. The
arbitrator shall be qualified as a real estate appraiser with at
least ten (10) years experience with rental rates in Bothell/
Woodinville High-Tech/Office Park market adjacent to I-405 who
would qualify as an expert witness. Within ten (10) days after
receipt of such notice from the initiating party (the "Instigator")
designating its arbitrator, the other party (the "Recipient") shall
give notice to Instigator, specifying the name and address of the
person designated by Recipient to act as arbitrator on its behalf
who shall be similarly qualified. If Recipient fails to notify
Instigator of the appointment of its arbitrator, within or by the
time above specified, then the arbitrator appointed by Instigator
shall be the arbitrator or determine the issue. The duty of the
arbitrator(s) shall be to determine the Fair Market Rent based
solely on rental rates in Bothell/Woodinville High-Tech/Office
Park market adjacent to I-405. If the two (2) arbitrators are
so chosen the arbitrators so chosen shall meet within ten (10)
days after the second arbitrator is appointed and, if within
ten (10) days after such first meeting the two arbitrators shall
be unable to agree promptly upon a determination of Fair Market
Rent, they themselves, shall appoint a third arbitrator, who
shall be a competent and impartial person with qualifications
similar to those required of the first two arbitrators. If they
are unable to agree upon such appointment within five (5) days
after expiration of said ten (10) day period, then either party,
on behalf of both, may request appointment of such a qualified
person by the then presiding judge of King County Superior Court
acting in his/her private non-judicial capacity, and the other
party shall not raise any question as to such Judge's full power
and jurisdiction to entertain the application for and make the
appointment, and the parties agree to indemnify and hold the the
presiding judge fully and completely harmless from and against
all claims arising out of the presiding judge's appointment of
an arbitrator.
The three (3) arbitrators shall decide the dispute, if it
has not been previously resolved, by following the procedure
set forth in this Rider. The arbitrator selected by each of the
parties shall state in writing his/her determination of the Fair
Market Rent supported by the reasons therefore with counterpart
copies to each party. The arbitrators shall arrange for a
simultaneous exchange of such proposed resolutions. The role of
the third arbitrator shall be to select which of the two proposed
resolutions most closely approximates his/her determination of Fair
Market Rent. The third arbitrator shall have no right to propose a
middle ground or any modification of either of the two proposed
resolutions. The resolution he/she chooses as most closely
approximating his/her determination shall constitute the decision
of the arbitrators and be final and binding upon the parties. The
arbitrators shall attempt to decide the issue within thirty (30)
days after the appointment of the third arbitrator. Any decision
in which the arbitrator appointed by the Landlord and the
arbitrator appointed by Tenant concur shall be binding and
conclusive upon the parties. Each party shall pay the fee and
expenses of its respective arbitrator and both shall share equally
the fee and expenses of the third arbitrator, if any, and the
attorneys' fees and expenses of counsel for the respective parties
and of witnesses shall be paid by the respective party engaging
such counsel or calling such witnesses. The arbitrators shall
render their decision and award in writing with counterpart copies
to each party. The arbitrators shall have no power to modify the
provisions of this Lease. Time is of the essence in this Rider.
