E XHIBIT 10.15
FIRST AMENDMENT TO
LEASE
This FIRST AMENDMENT TO LEASE
(“ Amendment ”) is made and entered into as of
the 7th day of January, 2009, by and between HCP TPSP, LLC, a
Delaware limited liability company (“ Landlord
”), and TORREYPINES THERAPEUTICS, INC., a Delaware
corporation (“ Tenant ”).
R E C I T A
L S :
A. Slough TPSP LLC,
predecessor-in-interest to Landlord, and Tenant entered into that
certain Lease Agreement dated July 18, 2005 (the “
Lease ”), whereby Tenant leases approximately 20,162
rentable square feet of space on the third (3
rd
) floor of the
building located at 11085 Torrey Pines Road, La Jolla, California
(the “ Building ”). The Building, together with
the buildings located at 11011, 11025, and 11077 North Torrey Pines
Road, La Jolla, California, containing, in the aggregate
approximately 291,817 rentable square feet of space, make up the
“Torrey Pines Science Park” (the “ Project
”).
B. The parties desire to extend the
term of the Lease and otherwise amend the Lease on the terms and
conditions set forth in this Amendment.
A G R E E M
E N T :
NOW, THEREFORE, in consideration of
the foregoing recitals and the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Terms . All
capitalized terms when used herein shall have the same respective
meanings as are given such terms in the Lease unless expressly
provided otherwise in this Amendment.
2. Condition of the
Premises . Landlord and Tenant acknowledge that Tenant has
been occupying the Premises pursuant to the Lease, and therefore
Tenant continues to accept the Premises in its presently existing,
“as is” condition. Landlord shall not be obligated to
provide or pay for any improvement work or services related to the
improvement of the Premises.
3. Lease Term .
Pursuant to the Lease, the Initial Term of the Lease is scheduled
to expire on February 28, 2009. Landlord and Tenant hereby
agree to extend the Initial Term for a period of four
(4) months, from March 1, 2009, until June 30, 2009
(the “ Extended Term ”), on the terms and
conditions set forth in this Amendment.
-1-
4. No Renewal Term .
Tenant acknowledges that Tenant has not exercised the Renewal
Option contained in Rider 101 attached to the Lease, and that the
time for such exercise has lapsed. Accordingly, the terms of such
Rider 101 are of no further force or effect.
5. Base Rent . Prior
to February 28, 2009, Tenant shall continue to pay monthly
installments of Base Rent for the Premises in accordance with the
terms of the Lease. Commencing on March 1, 2009, and
continuing during the Extended Term, Tenant shall pay monthly
installments of Base Rent for the Premises in the amount of $1.30
per square foot of the Premises per month (i.e., $26,210.60 per
month), in the manner set forth in the Lease.
6. Additional Rent .
Prior to and during the Extended Term, Tenant shall continue to pay
Tenant’s Proportionate Share of Taxes and Operating Costs for
the entire Premises in accordance with the terms of the
Lease.
7. Notices .
Notwithstanding anything to the contrary contained in the Lease, as
of the date of this Amendment, any Notices to Landlord must be
sent, transmitted, or delivered, as the case may be, to the
following addresses:
