EXHIBIT 10.1
AMENDMENT TO
LEASE
THIS AMENDMENT TO LEASE
(“Amendment”) dated June 27, 2008 by and between
CEDAR BROOK 5 CORPORATE CENTER, L.P. having an office at 1000
Eastpark Boulevard, Cranbury, N J 08512, (hereinafter called
the “Landlord”); and XENOGEN BIOSCIENCES CORPORATION,
having an office at 5 Cedar Brook Drive, Cranbury NJ 08512
(hereinafter called the “Tenant”).
W I T N E S
S E T H :-
WHEREAS, The Landlord entered
into a Lease dated August 31, 1998 with Chrysalis DNX
Transgenic Science Corp. (“First Lease”), for 41,200
square feet of space representing a portion of the Building located
at 5 Cedar Brook Drive, Cranbury, NJ 08512; and
WHEREAS, Chrysalis DNX Transgenic
Science Corp. was subsequently purchased by Xenogen Corporation,
and following such purchase Chrysalis DNX Transgenic Science Corp.
changed its name to Xenogen Biosciences Corporation and operated as
a wholly owned subsidiary of Xenogen Corporation; and
WHEREAS, Xenogen Corporation then
entered into a second Lease (“Second Lease”) with
Landlord dated December 29, 2004 for 16,563 square feet of
space in the same Building; and
WHEREAS, in August, 2006 Caliper
Life Sciences, Inc. purchased Xenogen Corporation, and
following such purchase Xenogen Corporation has continued to
operate as a wholly owned subsidiary of Caliper Life
Sciences, Inc.; and
WHEREAS, the initial term of the
each lease expires on September 30, 2009; and
WHEREAS, the parties now wish to
extend the lease term, amend certain portions of the Second Lease
and add additional provisions to the Second Lease.
NOW, THEREFORE, the parties hereto
covenant and agree as follows:
1.
The First Lease and the Second Lease
shall remain in effect until their expiration dates of
September 30, 2009 except that the annual Base Rent under the
First Lease and the Second Lease shall be changed to $30.05 per
square foot for the remaining term thereunder. Thereafter the
two leases shall be combined into one new Lease for a total of
57,763 rentable square feet of leased space, Tenant shall be the
tenant under such combined Lease, and the terms and conditions of
the Second Lease shall govern the rights and responsibilities of
the parties thereafter, except as modified by this Amendment.
All defined terms shall have the same meaning as set forth in the
Second Lease. All references in the Second Lease to Finished
Space and Reserved Space shall be deleted.
2.
Paragraph 2, TERM OF LEASE, shall be
replaced by the following:
a.
The initial term of this Lease shall
be 5 years (“Initial Term”), to commence on
October 1, 2009 and to end on the last day of the month
in which occurs the 5th anniversary of the Commencement Date.
In the event Landlord provides at Tenant’s request any
Additional Funding for any further Tenant Improvements, in addition
to the Allowance set forth below, the Initial Term of the Lease
shall be increased to 7.5 years from the later of the date of
Substantial Completion of such Tenant Improvements or
October 1, 2009. In the event Substantial Completion
occurs before October 1, 2009, the rent set forth in the First
and Second Leases shall remain in effect until October 1,
2009, and the Tenant shall also pay to Landlord,
from the date of Substantial Completion, the
additional rent for the amortized portion of the Additional Funding
provided by Landlord, as set forth in paragraph 3. b. v.
below.
b.
The Tenant shall have the option,
upon written notice to the Landlord, to extend the Initial Term to
10 years. In such event, the Base Rent shall increase after
the 5th year of the Lease term, as set forth in paragraph 4
below.
3.
Paragraph 3, CONSTRUCTION OF TENANT
IMPROVEMENTS, shall be amended as follows:
a.
Any Tenant Improvements that Tenant
wishes to perform at the Leased Premises may be constructed by
Tenant using a contractor selected by Tenant and reasonably
approved by Landlord. Landlord shall provide no allowance for
such construction. Tenant agrees to pay a fee of 3% of the
total cost of the work to be performed, including all construction
and materials, equipment attached to the Building, and professional
fees incurred by Tenant, but excepting therefrom any of
Tenant’s personal property. The 3% fee shall be paid to
Landlord proportionately with each payment that Tenant makes toward
the total cost of the work to be performed.
b.
Tenant shall also have the option of
having the construction of the Tenant Improvements performed by
Landlord. In such event, the provisions of paragraph 3 of the
Second Lease shall apply, with the following changes:
i.
In 3.1 delete the reference to 9,890
square feet.
ii.
In 3.2 (a) the Tenant shall use
the architect of its choice The last sentence of the paragraph
shall be deleted.
iii.
Paragraph 3.2 (c) is
deleted.
iv.
Paragraph 3.3 (a) is
d
