Exhibit 10.45
AMENDMENT NO.4
TO LEASE
THIS AMENDMENT NO. 4 is made and entered into this 7th day of
December, 1995, by and between XXXX XXXXXXXXX, Trustee, or his Successor
Trustee UTA dated 7/20/77 (ARRILLAGA FAMILY TRUST) (previously known as the
"Xxxx Xxxxxxxxx Separate Property Trust") as amended, and XXXXXXX X. XXXXX,
Trustee, or his Successor Trustee UTA dated 7/20/77 (XXXXXXX X. XXXXX
SEPARATE PROPERTY TRUST) as amended, collectively as LANDLORD, and SCIOS
NOVA, INC., a Delaware corporation, as TENANT.
RECITALS
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A. WHEREAS, by Lease Agreement dated January 22, 1993 Landlord
leased to Alpha 1 Biomedicals, Inc., a Delaware corporation, approximately
15,018+/- square feet of that certain 51,680+/- square foot building located
at 000 X. Xxxxx Xxx., Xxxxxxxxx, Xxxxxxxxxx, the details of which are more
particularly set forth in said January 22, 1993 Lease Agreement, and
B. WHEREAS, the Lease was amended by Amendment No. 1 dated September
1, 1993 by changing the classification of parking spaces as set forth in
Paragraph 45 of said Lease Agreement from sixty-four (64) nonexclusive
parking spaces to eight (8) exclusive parking spaces and fifty-six (56)
nonexclusive parking spaces, and
C. WHEREAS, the Lease was amended by Amendment No. 2 dated December
27, 1993 which: (i) changed the street address of Tenant's Leased Premises to
000 Xxxx Xxxxx Xxxxxx, (ii) increased the total square footage leased by
11,902+/-, or from 15,018+/- to 26,920+/- square feet, (iii) extended the
Lease Term three (3) years five (5) months commencing on September 1, 1998
and ending on January 31, 2002, (iv) amended the Basic Rent schedule to
reflect the increases in square footage and Term, (v) deleted paragraph 46
("FIRST OPTION TO EXTEND LEASE FOR FIVE (5) YEARS") in its entirety, and (vi)
replaced Paragraph 47 ("SECOND OPTION TO EXTEND LEASE FOR FIVE (5) YEARS"),
and
D. WHEREAS, the Lease was amended by Amendment No. 3 dated March 1,
1994 which changed the effective date of the increase in square footage
from February 1, 1994 to March 1, 1994 and amended the Basic Rent and
Aggregate Rent accordingly, and
E. WHEREAS, the Lease was amended by Landlord's Consent to
Assignment dated March 20, 1995 which acknowledged the assignment of said
Lease from Alpha 1 Biomedicals, Inc., to Scios Nova, Inc., and
F. WHEREAS, it is now the desire of both parties hereto to amend
the Lease by adding a "Lease Terms Co-Terminous" paragraph and a "Cross
Default" paragraph as hereinafter set forth.
AGREEMENT
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NOW THEREFORE, for valuable consideration, receipt of which is
hereby acknowledged, and in consideration of the hereinafter mutual
promises, the parties hereto do agree as follows:
1. LEASE TERMS CO-TERMINOUS: It is acknowledged that (i) concurrently with
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the execution of this Amendment No.4, Landlord and Tenant are also executing
a lease agreement dated November 17, 1995 for premises located at 000 Xxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx (hereinafter referred to as the "New Lease")
which premises are adjacent to the Premises leased hereunder and (ii) it is
the intention of the parties that the Term of this Lease be co-terminous
with the term of the New Lease such that the terms of both leases expire on
the same date; provided, however, the termination of this Lease resulting
from the terms and conditions stated under Paragraph 19 "Bankruptcy and
Default" (subject to Landlord's option as stated in the respective leases'
"Cross Default" Paragraph) or Paragraph 21 "Destruction" or Paragraph 22
"Eminent Domain" shall not result in a termination of the New Lease, unless
Landlord elects, at its sole and absolute discretion, to terminate the New
Lease.
2. CROSS DEFAULT: As a material part of the consideration for the Landlord's
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execution of the New Lease, it is agreed between Landlord and Tenant that a
default under this Lease, or a default under said New Lease may, at the
option of Landlord, be considered a default under both leases, in which
event
Initial: /s/ JHN /s/ JA
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Landlord shall be entitled (but in no event required) to apply all rights and
remedies of Landlord under the terms of one lease to both leases including,
but not limited to, the right to terminate one or both of said leases by
reason of a default under said New Lease or hereunder.
EXCEPT AS MODIFIED HEREIN, all other terms, covenants, and conditions
of said January 22, 1993 Lease Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment
No. 4 to Lease as of the day and year last written below.
LANDLORD: TENANT:
ARRILLAGA FAMILY TRUST SCIOS NOVA, INC.
a Delaware corporation
By /s/ Xxxx Xxxxxxxxx By /s/ Xxxx X. Xxxxxx
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Xxxx Xxxxxxxxx, Trustee Xxxx X. Xxxxxx
Print or Type Name
XXXXXXX X. XXXXX SEPARATE Title: Vice President
PROPERTY TRUST of Legal Affairs
Dated: 3/19/96
By /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Trustee
Initial: /s/ JHN /s/ JA
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