SEVENTH LEASE AMENDMENT between MET PARK WEST IV, LLC and TARGETED GENETICS CORPORATION
SEVENTH
LEASE AMENDMENT
between
MET
PARK WEST IV, LLC
and
TARGETED
GENETICS CORPORATION
This
Seventh Lease Amendment (this “Amendment”)
is
dated for reference purposes as of June 7, 2006, by and between MET PARK
WEST IV, L.L.C., a Delaware limited liability company (“Landlord”
or
“Lessor”),
and
TARGETED GENETICS CORPORATION, a Washington corporation (“Tenant”
or
“Lessee”).
1. Recitals
1.1 Lease.
Tenant
and Benaroya Capital Company, LLC, a Washington limited liability company,
the
predecessor-in-interest to Landlord, entered into that certain Office Lease
dated October 7, 1996, as subsequently amended by that certain
(i) First Lease Amendment dated October 7, 1996, (ii) Second
Lease Amendment dated February 25, 2000, (iii) Third Lease Amendment
dated April 19, 2000, (iv) Fourth Lease Amendment dated Xxxxx 00,
0000, (x) Fifth Lease Amendment dated January 8, 2004 (the “Fifth
Amendment”),
and
(vi) Sixth Lease Amendment dated April 1, 2006
(the
“Sixth
Amendment”,
and as
so amended, the “Lease”),
for
those certain premises (the “Premises”)
containing approximately 4,990 rentable square feet (“rsf”)
of
office space located on the first floor in Suite 100 (“Suite
100”)
of the
office building known as the Metropolitan Park West Tower located at 0000 Xxxxx
Xxx, Xxxxxxx, Xxxxxxxxxx 00000 (the “Building”),
all
as more particularly described in the Lease. All terms defined in the Lease
shall have the same meanings when used in this Amendment, unless a different
meaning is clearly expressed herein.
1.2 Amendment.
The
parties hereto desire to modify and amend the Lease as more particularly set
forth in this Amendment.
2. Minimum
Monthly Rent.
Effective as of April 1, 2006 (the “Effective
Date”),
but
subject to the “Termination Fee” (as such term is defined in the Sixth
Amendment) payment provisions set forth in Section 2.1 of the Sixth
Amendment, Section 3 of the Lease (Minimum Monthly Rent) is amended as
follows:
Lease
Months
|
Monthly
Minimum Rent
|
4/1/06
- 3/31/07
|
$8,940.42
|
4/1/07
- 3/31/08
|
$9,252.30
|
4/1/08
- 3/31/09
|
$9,564.17
|
3. Right
of First Offer.
As of
the Effective Date, Exhibit G, Paragraph 2, as amended in Section 6 in
the Fifth Amendment is hereby further amended by deleting the first sentence
in
its entirety and replacing it with the following:
“Provided
Lessee is not in default of any material term or condition of the Lease (unless
the Default was cured within the applicable cure period), Lessee shall have
the
Right of First Offer to lease any space that is or will become available for
lease on the first floor or the second floor of the Metropolitan Park West
Tower, subject to any rights existing prior to the date of this
Amendment.”
4. Parking.
As of
the Effective Date, notwithstanding any existing Lease provisions to the
contrary, Tenant shall not be entitled to lease any parking stalls in the
Building Garage, in the Metropolitan North Garage or in the Metropolitan East
Garage, or on any nearby surface lots that are owned or controlled by Landlord,
except that Tenant shall have the right to lease additional parking on an “as
available basis” to the extent available, in which case Tenant shall pay to
Landlord or the owner of such parking garage, as the case may be, for such
parking passes on a monthly basis the current rate generally available as
established from time to time at the location of such passes.
1
5. Termination
of Option to Cancel Lease.
As of
the Effective Date, Exhibit G, Paragraph 4, as amended in Section 8 of the
Fifth Amendment (Option to Cancel Lease), is hereby deleted in its entirety.
6. Miscellaneous
6.1 Ratification.
Except
as specifically amended or modified herein, each and every term, covenant,
and
condition of the Lease as amended hereby is ratified and shall remain in full
force and effect. To the extent any conflict arises between the Lease and this
Amendment, this Amendment shall govern. Landlord and Tenant each certify to
the
other, that as of the date hereof, to the best of their actual knowledge,
(i) no defenses or offsets exist to the enforcement of the Lease by either
party, (ii) neither Tenant nor Landlord is in default in the performance of
the Lease or any provisions contained therein, and (iii) neither Tenant nor
Landlord has committed any breach of the Lease, nor has any default occurred
which, with the passage of time or the giving of notice or both, would
constitute a default or a breach by Tenant or Landlord under the Lease. Tenant’s
actual knowledge, for the purposes of this Section 12.1, shall mean the actual
knowledge, without any review of file materials or any other duty of inquiry,
of
Xxxxx Xxxx, Facilities Manager. Landlord’s actual knowledge, for the purposes of
this Section 12.1, shall mean the actual knowledge, without any review of file
materials or any other duty of inquiry, of Xxxx Xxxxxxxxx at Xxxxxx Runstad
& Company.
6.2 Successors
and Assigns.
This
Amendment shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives, successors and permitted assigns.
6.3 Governing
Law.
This
Amendment shall be interpreted and construed in accordance with the law of
the
State of Washington.
6.4 Counterparts.
This
Amendment may be executed in any number of counterparts, each of which shall
be
deemed an original but all of which together shall constitute one and the same
instrument.
6.5 Effectiveness
of Agreement.
In no
event shall any draft of this Amendment create any obligations or liabilities,
it being intended that only a fully-executed copy of this Amendment delivered
by
the parties will bind the parties hereto.
[Rest
of page intentionally left blank; signature page follows]
2
[Signature
Page to Amendment to Lease between Met Park West IV,
L.L.C.
and
Targeted Genetics Corporation]
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date
first above written.
LANDLORD:
MET
PARK WEST IV, L.L.C.,
a
Delaware limited liability company
By: Met
Park West Mezz IV, L.L.C.,
a
Delaware limited liability company
Its
Sole Member
By: Xxxxxx
REIT Holdings IV, L.L.C.,
a
Delaware limited liability company
Its
Sole Member
By: Walton
REIT IV, L.L.C.,
a
Delaware limited liability company
Its
Managing Member
By: Xxxxxx
Street Real Estate Fund IV, L.P.,
a
Delaware limited partnership
Its
Managing Member
By: Xxxxxx
Street Managers IV, L.P.,
a
Delaware limited partnership
Its
General Partner
By: WSC
Managers IV, Inc.,
a
Delaware corporation
Its
General Partner
By:
/s/
Xxxxxxx X. Xxxxx
Name:Xxxxxxx
X. Xxxxx
Title:
Vice
President
Date
Signed: June __, 2006
|
TENANT:
TARGETED
GENETICS CORPORATION,
a
Washington corporation
By: /s/
H. Xxxxxxx Xxxxxx
Name: H.
Xxxxxxx Xxxxxx
Title:
Pres.
& CEO
Date
Signed: June 7th, 2006
|
S-1
STATE OF ILLINOIS
COUNTY OF XXXX
|
}
} ss.
}
|
I
certify
that I know or have satisfactory evidence that the person appearing before
me
and making this acknowledgment is the person whose true signature appears on
this document.
On
this
15th day of June, 2006, before me personally appeared Xxxxxxx Xxxxxx, to me
known to be the VP of WSC Managers IV, Inc., a Delaware corporation, that
executed the within and foregoing instrument as General Partner of Xxxxxx Street
Managers IV, L.P., a Delaware limited partnership, the General Partner of Xxxxxx
Street Real Estate Fund IV, L.P., a Delaware limited partnership, the Managing
Member of Walton REIT IV, L.L.C., a Delaware limited liability company, the
Managing Member of Xxxxxx REIT Holdings IV, L.L.C., a Delaware limited liability
company, the Sole Member of Met Park West Mezz IV, L.L.C., a Delaware limited
liability company, the Sole Member of MET PARK WEST IV, L.L.C., a Delaware
limited liability company, the company that executed the within and foregoing
instrument, and acknowledged the said instrument to be the free and voluntary
act and deed of said joint venture, for the uses and purposes therein mentioned,
and on oath stated that he/she was authorized to execute said
instrument.
WITNESS
my hand and seal hereto affixed the day and year first above
written.
/s/ Xxxxx Xxxxxx Xxxxxxx | |
Xxxxx Xxxxxx Xxxxxxx | |
Type or print name | |
Notary Public in and for the State of Illinois | |
Residing at Chicago, IL | |
My commission expires: 4/21/08 |
STATE OF WASHINGTON
COUNTY OF KING
|
}
} ss.
}
|
I
certify
that I know or have satisfactory evidence that the person appearing before
me
and making this acknowledgment is the person whose true signature appears on
this document.
On
this
7th day of June, 2006, before me personally appeared H. Xxxxxxx Xxxxxx, to
me
known to be the President and CEO of
Targeted Genetics Corp., the corporation that executed the within and foregoing
instrument, and acknowledged the said instrument to be the free and voluntary
act and deed of said corporation, for the uses and purposes therein mentioned,
and on oath stated that he was authorized to execute said instrument and that
the seal affixed, if any, is the corporate seal of said
corporation.
WITNESS
my hand and official seal hereto affixed the day and year first above
written.
/s/ Xxxxxxx X. Xxxxxx | |
Xxxxxxx X. Xxxxxx | |
Type or print name | |
Notary Public in and for the State of Washington | |
Residing at [illegible] | |
My commission expires: 3/19/09 |