EXHIBIT 10.24
SEVENTH AMENDMENT TO EXPANSION
LEASE
THIS SEVENTH AMENDMENT TO EXPANSION
LEASE (this “ Amendment ”) is made and entered
into as of the 12th day of January, 2006 by and between
ARE-11099 NORTH TORREY PINES, LLC, a Delaware limited
liability company (“ Landlord ”), and
SENOMYX, INC. , a Delaware corporation (“
Tenant ”).
RECITALS
A.
Health Sciences
Properties, Inc. (“ HSP ”), a
predecessor-in-interest to Landlord, and Sequana
Therapeutics, Inc., doing business as AXYS
Pharmaceuticals, Inc. (“ Original Tenant
”), are parties to that certain Expansion Lease dated
November 20, 1995, as amended by that certain letter agreement
dated November 20, 1995, between HSP and Original Tenant, that
certain First Amendment to Expansion Lease dated October, 1996,
between HSP and Original Tenant, that certain Second Amendment to
Expansion Lease dated May 20, 1997, between Alexandria Real
Estate Equities, Inc. (“ ARE ”), formerly
known as HSP, and Original Tenant, that certain Third Amendment to
Expansion Lease dated August 24, 1998, between Landlord,
successor-in-interest to ARE, and Original Tenant, that certain
Fourth Amendment to Expansion Lease dated March 31, 1999,
between Landlord and Original Tenant, that certain Fifth Amendment
to Expansion Lease dated October, 1999, between Landlord and
Original Tenant, as assigned pursuant to that certain Assignment
and Assumption of Lease dated July 12, 2000, between Tenant
and Original Tenant, and as further amended by that certain Consent
to Assignment dated July 12, 2000 by and among Landlord,
Tenant and Original Tenant, those certain letter agreements dated
March 30, 2001, and August 31, 2001, between Landlord and
Tenant and that certain Sixth Amendment to Expansion Lease dated
April 27, 2002, between Landlord and Tenant (collectively, the
“ Lease ”).
B.
Pursuant to the terms of the Lease,
Tenant leased from Landlord the Demised Premises in a building
located at 11099 North Torrey Pines Road, La Jolla, California, and
more particularly described in the Lease. All capitalized
terms not otherwise defined herein shall have the meanings set
forth in the Lease unless the context clearly indicates
otherwise.
C.
Tenant currently subleases portions
of the Premises to certain subtenants whose sublease rights and
interests have been consented to by Landlord (collectively, the
“ Subtenants ”).
D.
ARE-Nexus Centre II, LLC and Tenant
are negotiating a lease (the “ Nexus Centre Drive
Lease ”) for certain premises located on the property
commonly known as 4767 Nexus Centre Drive, San Diego,
California.
E.
Landlord and Tenant now desire to
amend the Lease on the terms and conditions set forth
herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and the mutual covenants contained herein, the
parties hereby agree as follows:
1.
Effective
Date .
a.
The effectiveness
of this Amendment shall be subject to the execution of the Nexus
Centre Drive Lease (the “ Nexus Centre Drive Lease Condition
”) and the
satisfaction of the Nexus Centre Drive Lease Condition shall be a
condition precedent to the effectiveness of this Amendment.
If the parties do not execute the Nexus Centre Drive Lease, this
Amendment shall be null and void and shall be of no force or
effect. The “ Effective Date ” shall be deemed to be
the date on which the Nexus Centre Drive Lease Condition is
satisfied.
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2.
Amendments to
Lease .
a.
Landlord hereby
consents to Tenant’s continuing in possession of the Demised
Premises following expiration of the term of the Lease on
December 31, 2006 in accordance with Section 12.1 of the
Lease. Notwithstanding the foregoing or anything in the Lease
to the contrary: (i) Tenant shall not be liable for
Basic Annual Rent or Tenant’s Pro Rata Share of Operating
Expenses during the period commencing upon January 1, 2007 and
ending upon February 28, 2007 (the “ Restoration Period ”) and
(ii) following the expiration of the Restoration Period, Basic
Annual Rent and Tenant Pro Rata Share of Operating Expenses shall
once again be payable except that Basic Annual Rent shall be at a
monthly rental rate equal to the monthly rental rate payable under
the Lease for the month of December 2006 (and not subject to
further increase as otherwise provided for in Section 12.1 of
the Lease). The expiration of the Restoration Period shall be
extended on a day for day basis to the extent of the occurrence of
any “Force Majeure Delays” or “Landlord
Delays” (as those terms are defined in the Nexus Centre Drive
Lease) under the Nexus Centre Drive Lease. In addition to the
aforementioned extension of the Restoration Period, if Tenant
terminates the Nexus Centre Drive Lease after January 1, 2008
pursuant to Section 2(e) thereof, the Restoration Period
shall expire as of the date which is six (6) months following
the effective date of the termination of the Nexus Centre Drive
Lease.
b.
During the
Restoration Period, Tenant shall cause the Demised Premises to be
restored to the condition required under the Lease as modified by
this Amendment. In addition to Tenant’s surrender
obligations relating to the condition of the Demised Premises under
the Lease and any obligations of Tenant which expressly survive the
termination of the Lease, Tenant’s surrender obligations
shall include: (i) Tenant’s performance of its
surrender obligations relating to the removal of any Hazardous
Materials introduced into the Demised Premises by Tenant or under
Tenant’s auspices, as set forth in the Surrender Plan
attached hereto as Exhibit A , (ii) the capping of
any Building systems affected by Tenant’s removal of any
personal property or equipment and (iii) Tenant’s
vacating the Demised Premises with all of Tenant’s personal
property removed, and in a broom-clean condition, but otherwise in
its “as-is” condition at the time of the Effective
Date, subject to normal wear and tear (collectively, the
“ Restoration
Obligations ”).
Notwithstanding the foregoing or the Lease, Tenant shall not be
obligated to (and the Restoration Obligations shall not include any
requirement to): (A) paint or patch the walls of the
Demised Premises, (B) replace any worn or spotted carpeting or
other flooring materials, (C) replace any discolored ceiling
tiles, (D) remove any existing improvements or alterations
made by Tenant to the Demised Premises, (E) repair any
defective lighting fixtures, electrical circuitry or equipment or
(F) except as provided in clause (ii) of the preceding
sentence, correct any defects in the Building mechanical,
ventilation, plumbing or sewer systems. To the extent of any
conflict between Tenant’s surrender obligations under the
Lease and Tenant’s surrender obligations under this
Amendment, the surrender obligations under this Amendment shall
control.
c.
Notwithstanding
anything to the contrary, the Lease shall terminate when the
Restoration Obligations are Complete (as herein defined).
When Tenant believes that the Restoration Obligations have been
completed in accordance with the terms hereof, Tenant shall give
written notice thereof (the “ Completion Notice ”) to Landlord.
Landlord shall have the right to independently determine whether
the Restoration Obligations have been completed in accordance with
the terms hereof. If Landlord, in Landlord’s reasonable
discretion, determines that the Restoration Obligations have not
been completed in accordance with the terms hereof, Landlord may,
within ten (10) business days following Landlord’s
receipt of the Completion Notice, provide notice to Tenant of such
determination describing in reasonable detail why Landlord does not
believe the Restoration Obligations have been completed in
accordance with the terms hereof (a “ Disapproval Notice ”). If Landlord
gives a Disapproval Notice to Tenant: (i) Tenant shall
continue to be obligated to complete the Restoration Obligations in
accordance with the terms hereof, (ii) the Lease shall
continue until the Restoration Obligations are completed,
(iii) Tenant shall again be obligated to provide a Completion
Notice when it believes the Restoration Obligations have been
completed in accordance with the terms hereof and (iv) the
procedure described herein shall continue to be repeated until the
Restoration Obligations are Complete. For purposes hereof the
Restoration Obligations shall be deemed “ Complete ” upon Tenant’s
provision of a Completion Notice to Landlord that Landlord does not
timely respond to with the provision of a Disapproval
Notice.
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d.
Notwithstanding
anything to the contrary, Tenant’s performance of the
Restoration Obligations pursuant to this Amendment is subject to
Landlord’s and Tenant’s mutual understanding that the
Premises will be surrendered by Tenant free of the Subtenants and
their personal property upon the expiration of the Lease.
Therefore, Landlord
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