Exhibit 10.2
EIGHTH LEASE
AMENDMENT
between
MET PARK WEST IV,
LLC
and
TARGETED GENETICS
CORPORATION
This Eighth Lease Amendment (this
“ Amendment ”) is dated for reference purposes
as of November 11, 2008, by and between MET PARK WEST IV,
L.L.C., a Delaware limited liability company (“
Landlord ” or “ Lessor ”), and
TARGETED GENETICS CORPORATION, a Washington corporation (“
Tenant ” or “ Lessee ”).
1. Recitals .
1.1 Lease . Tenant and
Benaroya Capital Company, LLC, a Washington limited liability
company, the predecessor-in-interest to Landlord, entered into that
certain Office Lease dated October 7, 1996, as subsequently
amended by that certain (i) First Lease Amendment dated
October 7, 1996, (ii) Second Lease Amendment dated
February 25, 2000, (iii) Third Lease Amendment dated
April 19, 2000, (iv) Fourth Lease Amendment dated
March 28, 2001, (v) Fifth Lease Amendment dated
January 8, 2004, (vi) Sixth Lease Amendment dated
April 1, 2006 (the “ Sixth Amendment ”),
and (vii) Seventh Lease Amendment dated June 7, 2006 (the
“ Seventh Amendment ” and as so amended, the
“ Lease ”), for those certain premises (the
“ Premises ”) containing approximately 4,990
rentable square feet (“ rsf ”) of office space
located on the first floor in Suite 100 (“ Suite
100 ”) of the office building known as the Metropolitan
Park West Tower located at 1100 Olive Way, Seattle, Washington
98101 (the “ Building ”), all as more
particularly described in the Lease. All terms defined in the Lease
shall have the same meanings when used in this Amendment, unless a
different meaning is clearly expressed herein.
1.2 Pursuant to the terms of
Section 3.2 of the Sixth Amendment, Landlord and Tenant have
agreed upon the Minimum Monthly Rent to be paid for Premises during
the Extension Term and now desire to amend and modify the Lease to
reflect such Agreement.
2. Minimum Monthly Rent .
Minimum Monthly Rent to be paid for the Premises during the
Extension Term shall be as follows:
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Monthly Minimum
Rent
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4/1/09 – 7/31/09
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$
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0
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8/1/09 – 3/31/10
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$
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13,722.50
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4/1/10 – 3/31/11
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$
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14,138.33
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4/1/11 – 3/31/12
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$
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14,554.17
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4/1/12 – 3/31/13
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$
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14,970.00
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4/1/13 – 3/31/14
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$
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15,385.83
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3. Condition of the Premises
. Tenant hereby reaffirms the provisions of Section 3.4 of the
Sixth Amendment, and related obligations under the Office Lease and
amendments thereto, and acknowledges that the Minimum Monthly Rent
for the Extension Term set forth in Section 2 above was
determined on the basis that the Premises will be accepted by
Tenant on the Extension Commencement Date in its then
“AS-IS” condition and state of repair and acknowledges
that Landlord has no obligation to provide or pay for any
improvement work, repair, restoration or refurbishment, except as
otherwise expressly set forth in Section 3.4 of the Sixth
Amendment. Tenant acknowledges that neither Landlord nor any
employee or agent of Landlord has made any representation or
warranty, except as otherwise expressly provided in the Lease as
amended by this Amendment, with respect to the Premises, the
Building’s parking facilities, the Building’s common
areas or any related real property (collectively referred to herein
as the “ Project ”) including, without
limitation, any representation or warranty with
respect to the suitability or fitness of the
Premises or any other portion of the Project, for the conduct of
Tenant’s business.
4. Brokers . Landlord and
Tenant hereby represent and warrant to each other that they have
had no dealings with any real estate broker or agent in connection
with the negotiation of this Amendment, excepting only Urbis
Partners, LLC (representing Landlord and whose commission shall be
the responsibility of Landlord pursuant to a separate written
agreement) and Jones Lang La Salle (representing Tenant and whose
commission, if any, shall be the responsibility of Tenant)
(collectively, “ Brokers ”), and that they know
of no other real estate broker or agent who is entitled to a
commission in connection with this Amendment. Each party agrees to
indemnify and defend the other party against and hold the other
party harmless from any and all claims, demands, losses,
liabilities, lawsuits, judgments, and costs and expenses (including
without limitation reasonable attorneys’ fees) with respect
to any leasing commission or equivalent compensation alleged to be
owing on account of any dealings with any real estate broker or
agent, other than the Brokers, occurring by, through, or under the
indemnifying party. Each party signing this document confirms
receipt of the pamphlet described in RCW 18.86.030(f) entitled
“The Law of Real Estate Agency” and acknowledges that
written disclosure of agency has been provided to such party as
required by law.
5. Miscellaneous .
5.1 Ratification . Except as
specifically amended or modified herein, each and every term,
covenant, and condition of the Lease as amended hereby is ratified
and shall remain in full force and effect. To the extent any
conflict arises between the Lease and this Amendment, this
Amendment shall govern. Landlord and Tenant each certify to the
other, that as of the date hereof, to the best of their actual
knowledge, (i) no defenses or offsets exist to the enforcement
of the Lease by either party, (ii) neither Tenant nor Landlord
is in default in the performance of the Lease or any provisions
contained therein, and (iii) neither Tenant nor Landlord has
committed any breach of the Lease, nor has any default occurred
which, with the passage of time or the giving of notice or both,
would constitute a default or a breach by Tenant or Landlord under
the Lease. Tenant’s actual knowledge, for the purposes of
this Section 5.1, shall mean the actual knowledge, without any
review of file materials or any other duty of inquiry, of James
Mann, Facilities Manager. Landlord’s actual knowledge, for
the purposes of this Section 5.1, shall mean the actual
knowledge, without any review of file materials or any other duty
of inquiry, of Lita Johnson at Wright Runstad &
Company.
5.2 Successors and Assigns .
This Amendment shall be binding upon and inure to the benefit of
the parties hereto, their legal representatives, successors and
permitted assigns.
5.3 Governing Law . This
Amendment shall be interpreted and construed in accordance with the
law of the State of Washington.
5.4 Counterparts . This
Amendment may be executed in any number of counterparts, each of
which shall be deemed an original but all of which together shall
constitute one and the same instrument.
5.5 Effectiveness of
Agreement . In no event shall any draft of this Amendment
create any obligations or liabilities, it being intended that only
a fully-executed copy of this Amendment delivered by the parties
will bind the parties hereto.
[ Rest of page intentionally left
blank; signature page follows ]
[Signature Page to Amendment to
Lease between Met Park West IV, L.L.C. and Targeted Genetics
Corporation]
IN WITNESS WHEREOF, the parties
hereto have executed this Amendment as of the date first above
written.