FIRST AMENDMENT TO MASTER LEASE AGREEMENT
THIS FIRST AMENDMENT TO MASTER LEASE AGREEMENT ("Amendment") is entered
into as of March 7th, 1997, by and among Xxxxxxxxx & Xxxxx Guaranty Finance,
LLC ("H&QGF"), a California limited liability company, and CV Therapeutics,
Inc. a Delaware corporation ("CVT").
RECITALS
A. H&QGF and CVT are parties to that certain Master Lease Agreement,
dated as of September 27, 1996 (the "H&QGF Lease Agreement") and certain
Related Documents (as defined in the H&QGF Lease Agreement).
B. H&QGF and CVT were parties to that certain Business Loan Agreement,
dated as of September 27, 1996 (the "H&QGF Loan Agreement") and certain
Related Documents (as defined in the H&QGF Loan Agreement).
C. H&QGF and CVT were parties to that certain Financing Agreement, dated
as September 27, 1996 (the "Financing Agreement).
D. On February 17, 1997, CVT executed a certain Formal Acceptance of
Lease Option and Warranty Xxxx of Sale to elect the Lease Option as defined
in the H&QGF Financing Agreement.
E. The H&QGF Loan Agreement and the Financing Agreement have been
terminated and their provisions superseded by the provisions of that certain
Master Lease Agreement and certain Related Documents, dated as of September
27, 1996 (the "Lease Agreement"), to which H&QGF is a party.
F. CVT intends to enter into certain transactions (the "Collaboration")
contemplated by (i) a Research Collaboration and License Agreement
substantially in the form attached hereto as Exhibit A; (ii) a Loan Agreement
and Promissory Note substantially in the form attached hereto as Exhibits B
and C, respectively; (iii) a Common Stock Purchase Agreement substantially in
the form attached hereto as Exhibit D; and (iv) any related documents
provided for by any of the foregoing ((i) through (iv), collectively, the
"Collaboration Agreement").
NOW, THEREFORE, in consideration of the foregoing recitals and other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, and intending to be legally bound, the parties hereby agree to
amend the Master Lease Agreement only as follows;
1. The definition of Related Documents is struck in its entirety, and the
following definition is substituted therefor:
For the purposes of this Master Lease Agreement, the term Related
Documents means and includes without limitation this Master Lease
Agreement and the Equipment Schedule, and (a) agreements between Lessor
and Lessee all dated as of September 27, 1996 including but not limited
to: the Security Agreement between Lessor, as Secured Party, and
Lessee, as Debtor, and excluding the H&QGF Loan Agreement and the
Financing Agreement; and (b) agreements between Xxxxxxxxx & Xxxxx
Transition Capital, LLC ("H&QTC") and Lessee all dated as of September
27, 1996 including but not limited to: the Business Loan Agreement
between H&QTC as Secured Party and Lessee, as Debtor, the Security
Agreement between H&QTC, as Secured Party, and Lessee, as Debtor.
2. Except as specifically amended hereby, the Master Lease Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.
CVT: CV Therapeutics, Inc.
a Delaware corporation
By: /s/ Xxxxx Xxxxx
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Printed Name: X. Xxxxx
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Title: CEO
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H&QGF: Xxxxxxxxx & Xxxxx Guaranty Finance, LLC
a California limited liability company
By: /s/ Xxxxxx X. Xxxx
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Printed Name: Xxxxxx X. Xxxx
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Title: Manager
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