Exhibit 10.3
FOURTH AMENDMENT TO
LEASE
THIS FOURTH AMENDMENT TO LEASE (this
“ Fourth Amendment ”) is entered into as of this
27th day of July, 2009 (“ Effective Date ”), by
and between BMR-3450 MONTE VILLA PARKWAY LLC, a Delaware limited
liability company (“ Landlord ,” as
successor-in-interest to Phase 3 Science Center LLC (“
Original Landlord ”)), and MDRNA, INC., a Delaware
corporation (“ Tenant ,” as
successor-in-interest to Nastech Pharmaceutical Company Inc.
(“ Original Tenant ”)).
RECITALS
A. WHEREAS, Original Landlord and
Original Tenant entered into that certain Lease dated as of
April 23, 2002, as amended by that certain First Amendment to
Lease dated as of July 1, 2003, that certain Second Amendment
to Lease dated as of January 29, 2004, and that certain Third
Amendment to Lease (“ Third Amendment ”) dated
as of March 5, 2009 (collectively, the “ Lease
”), whereby Tenant leases certain premises (the “
Premises ”) from Landlord at 3450 Monte Villa Parkway
in Bothell, Washington (the “ Building
”);
B. WHEREAS, Landlord and Tenant
desire to terminate the Lease with respect to certain portions of
the Premises; and
C. WHEREAS, Landlord and Tenant
desire to modify and amend the Lease only in the respects and on
the conditions hereinafter stated.
AGREEMENT
NOW, THEREFORE, Landlord and Tenant,
in consideration of the mutual promises contained herein and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally
bound, agree as follows:
1. Definitions . For purposes
of this Fourth Amendment, capitalized terms shall have the meanings
ascribed to them in the Lease unless otherwise defined
herein.
2. Premises . The
“Premises”, as described in Section 1.1 of
the Lease and depicted on Exhibit C to the Lease, are
hereby amended to mean that certain space containing approximately
thirty-one thousand eight hundred ninety-two (31,892) square
feet as depicted on the schematic attached hereto as “
Exhibit C Fourth Amendment ”, which
supersedes and replaces the Exhibit “C”
attached to the Lease. Landlord shall be responsible for demising
the amended Premises from the remainder of the Building at
Landlord’s sole cost and expense; provided, however, Landlord
shall not be responsible to Tenant for any loss or damage resulting
therefrom to the amended Premises or any personal property located
therein, other than to the extent arising from the gross negligence
or willful misconduct of Landlord; and provided further that Tenant
shall not be required, upon the surrender of the Premises at the
expiration or earlier termination of the Term, for the repair or
reverting of the work done in so demising the amended Premises.
Effective as of the Effective Date, the term
“Premises,” as used in the Lease, shall refer to the
Premises as modified by this Fourth Amendment.
3. Rentable Area . The
Rentable Area of the Premises is hereby reduced by nineteen
thousand one hundred eight (19,108) square feet from fifty-one
thousand (51,000) square feet to thirty-one thousand eight
hundred ninety-two (31,892) square feet.
4. Basic Annual Rent .
Effective as of July 1, 2010, Basic Annual Rent shall be
increased by Eight Thousand Five Hundred Seventy-Three Dollars
($8,573) per month (based on approximately Twenty-Seven Cents
($0.27) per rentable square foot of the amended Premises per month)
from Ninety-Six Thousand Seven Hundred Sixty-Six and 26/100s
Dollars ($96,766.26) for a total of One Hundred Five Thousand Three
Hundred Thirty-Nine and 26/100s Dollars ($105,339.26) (based on a
total of Three and 30/100s Dollars ($3.30) per rentable square foot
of the amended Premises per month), subject to increase as set
forth in Section 6.1 of the Lease.
5. Pro Rata Share .
Sections 2.1.4 and 7.3(a) of the Lease are
hereby amended to provide that Tenant’s Pro Rata Share is
decreased from one hundred percent (100%) to sixty-two and
fifty-three one hundredths percent (62.53%) of the
Project.
6. Parking . The first
sentence of Section 15.3 of the Lease is amended to
read as follows: “As an appurtenance to the Premises, Tenant,
and its employees and invitees, shall be entitled to use without
charge Tenant’s Pro Rata Share of the Project parking
facilities, equal to two and four tenths spaces (2.4) per one
thousand (1,000) rentable square feet on an un-reserved and
un-assigned basis, less Tenant’s Pro Rata Share of required
handicap parking spaces serving the Project.”
7. Maintenance Obligations .
Section 2 of the Third Amendment is hereby amended as
follows: Notwithstanding anything in the Lease to the contrary,
Landlord hereby agrees to: (a) maintain and repair the roof;
the exterior of the Building; the landscaping; the parking lot; the
elevator; and the HVAC, electrical, plumbing, security, exterior
generator, fire sprinkler (including related alarms) systems, and
other building systems including the RODI water system and air
compressor systems serving the Premises, (b) wash the outside
windows of the Building, (c) supply regular janitorial service
for the Premises, including refuse removal, (d) maintain one
(1) small Millipore water system, one (1) large glass
washer located within the Premises, and (e)
