Exhibit 10.5
SECOND LEASE EXTENSION
AGREEMENT
Building #6
1360 O’Brien Drive
Menlo Park, California 94025
THIS SECOND LEASE
EXTENSION AGREEMENT (this “Agreement”) is made and
entered into on June 23, 2006 by and between MENLO BUSINESS PARK,
LLC, a California limited liability company (“Lessor”),
and DEPOMED, INC., a California corporation
(“Lessee”).
RECITALS
A.
Lessor and Lessee entered into a Lease dated February 4, 2000 of
the premises referred to as Building #6 located at 1360
O’Brien Drive, Menlo Park, California 94025, more
particularly described on Exhibit “A” attached to the
Lease and incorporated by reference herein (the
“Premises”). The Premises contain approximately
20,624 rentable square feet of space. Lessor and Lessee
entered into a Lease Extension Agreement on April 30, 2003 (the
“First Lease Extension Agreement”) extending the
expiration date of the initial term of the Lease from March 14,
2005 to April 30, 2008. The Lease dated February 4, 2000, as
amended by the First Lease Extension Agreement, is hereafter
referred to collectively as the “Lease.”
B.
Lessor and Lessee wish to extend further the expiration date of the
initial term as previously extended by the First Lease Extension
Agreement, subject to the terms and conditions set forth
herein.
AGREEMENT
NOW THEREFORE, in
consideration of the mutual covenants contained herein, the parties
agree as follows:
1.
Defined Terms . Terms defined in the Lease and used in
this Agreement shall have the meaning ascribed to them in the
Lease.
2.
Extension of Initial Term .
(a)
The initial term of the Lease is hereby extended for a period of
fourteen (14) calendar months commencing on May 1, 2008 and ending
on June 30, 2009 (the “Second Extension Term”).
The Second Extension Term shall be upon all of the same terms and
conditions of the Lease, except that the Monthly Base Rent payable
by
Lessee to Lessor during
the Second Extension Term shall be as set forth in Paragraph 3
hereof.
(b)
The option to extend provided for in Paragraph 3 of the Lease shall
be for a term of sixty (60) calendar months immediately following
the expiration of the Second Extension Term and shall otherwise be
upon the same terms and conditions as set forth in Paragraph 3 of
the Lease.
3.
Monthly Base Rent . Lessee shall pay to Lessor Monthly
Base Rent during the Second Extension Term, in monthly installments
in advance on a triple net basis in lawful money of the United
States, as follows:
(a)
Commencing on May 1, 2008 and continuing through April 30, 2009,
the sum of Fifty-four Thousand Six Hundred Fifty-three and Sixty
Hundredths Dollars ($54,653.60) per month ($2.65/square
foot/NNN).
(b)
Commencing on May 1, 2009 (the “Rental Adjustment
Date”), the Monthly Base Rent shall be adjusted to reflect any increase in the cost of
living. The adjustment shall be calculated upon the basis of
the United States Department of Labor, Bureau of Labor Statistics
Consumer Price Index, all items, for all Urban Consumers -
San Francisco-Oakland-San Jose (1982-84=100), hereafter referred to
as the “Index.” The Index for said subgroup
published most recently as of the end of the calendar month
immediately preceding the month in which the commencement date of
the Second Extension Term occurs shall be considered the
“base Index.”
(c)
The Monthly Base Rent shall be adjusted as of the Rental Adjustment
Date to an amount equal to the product obtained by
multiplying Fifty-four Thousand Six Hundred Fifty-three and
Sixty Hundredths Dollars ($54,653.60) (the Monthly Base Rent for the Premises
commencing on May 1, 2008 referred to in Paragraph 3(a) above), by
a fraction, the numerator of which is the Index most recently
published as of the end of the calendar month immediately
preceding the Rental Adjustment Date and the denominator of which
is the base Index; pr
