Exhibit 10.1
Confidential treatment has been
requested for portions of this exhibit. The copy filed herewith
omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this
exhibit has been filed separately with the Securities and Exchange
Commission.
SECOND AMENDMENT TO
LEASE
This SECOND AMENDMENT TO LEASE (this
“Amendment”) is entered into effective as of
July 1, 2008 (the “Effective Date”) between
B&N 141-302, LLC, a Washington limited liability company
(“Landlord”) and SEATTLE GENETICS, INC., a Delaware
corporation (“Tenant”).
Tenant, and Landlord, as successor
owner to WCM 132-302, LLC, are parties to that certain Lease dated
December 1, 2000, as amended by that certain First Amendment
to Lease dated May 28, 2003 (as amended, the
“Lease”). Capitalized terms which are not defined
herein shall have the meanings set forth in the Lease.
Landlord and Tenant have agreed to
extend the Lease and modify the Lease as set forth
below.
Landlord and Tenant agree as
follows:
1. EXTENSION
. The initial Term of the Lease is
hereby extended through June 30, 2018. The Base Rent shall be
$[***] per month from July 1, 2008 through June 30, 2009.
On July 1, 2009 and each July 1 thereafter, the Base Rent
shall increase by [***]% of the preceding year’s Base
Rent.
2. TENANT IMPROVEMENT
ALLOWANCE. Landlord shall
provide an allowance of $[***] (the “Amended Tenant
Improvement Allowance”). Landlord also grants to Tenant the
option to utilize an additional $[***] (the “Financed TI
Allowance”). The Financed TI Allowance and the Amended Tenant
Improvement Allowance are collectively referred to as the
“Allowance”. Tenant shall have the option to draw on
the Allowance at any time up to [***]. To the extent that Tenant
elects to utilize the Financed TI Allowance, the amount utilized
shall be amortized over the then remaining lease term at [***]%
interest and the payments thereon shall be paid on the first of
each month as Additional Rent. All funds drawn on the Allowance
must be applied to pay for the cost of constructing improvements to
the Premises, as reasonably approved by Landlord, including [***]
.
3. CONSTRUCTION OF TENANT
IMPROVEMENTS . In
connection with this extension of the Term, Tenant plans to make
various improvements to the Premises (the “Extension
TI’s”). The Extension TI’s will be constructed
generally in accordance with the provisions of Exhibit C to the
Lease, modified as appropriate to reflect that the Term has
commenced, Tenant is in occupancy and paying rent, and to reflect
the differences in the Allowance provisions/amounts. Specifically,
(a) the draw procedures will be the same, using the amounts
set forth in Section 2 above and Tenant [***], (b) [***],
(c) the time limit for the draws is [***], and (d) the
Base Rent shall [***]. Landlord will [***]. All work to be
performed at the site of construction shall be performed by union
labor. Tenant shall have the option of competitively bidding the
Extension TI’s and shall select its own architect and
contractor, subject to Landlord’s approval, which shall not
be unreasonably withheld. Instead of using a general contractor,
Tenant may elect to contract directly with vendors and
subcontractors, subject to Landlord’s approval, which shall
not be unreasonably withheld.
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4. REMOVAL OF FIXTURES &
EQUIPMENT . Provided that
the Lease does not terminate prior to [***], Tenant shall have the
right to remove from the Premises the fixed equipment identified on
Exhibit A hereto which has been paid for by Tenant and installed
after the date hereof. Tenant shall repair any damage to the
Premises arising in connection with such removal, reasonable wear
and tear excepted. Landlord will not unreasonably withhold,
condition or delay its consent to subsequent requests from Tenant
to amend Exhibit A.
5.
RIDGEPOINT. Landlord currently owns the
building located at 21717 30 th Drive SE, Bothell, WA (the
“Ridgepoint Building”). [***].
5.1 [***]. If, on or before [***], Landlord receives
a [***], Landlord shall provide a copy of [***]. If Tenant fails to
so notify Landlord of [***], Tenant’s rights shall [***]. As
with the [***], the provisions of this Section 5.1 shall
[***]; provided, that Landlord has otherwise complied with the
provisions of this Section 5.1.
5.2 [***] . Tenant shall have an [***] in
this Section 5.2. [***]. Tenant’s [***] or is encumbered
by renewal or expansion rights [***]. Tenant shall notify Landlord
in writing when it [***] . Landlord shall have [***],
including an explanation if the space is not available. If such
[***], including the terms set forth below with regards to
[***].
If after [***]. If Tenant fails to
so notify Landlord of its [***], Tenant’s rights set forth in
this paragraph shall be [***]. If Tenant notifies Landlord that it
[***].
All [***]. If Tenant exercises its
[***], and (b) Landlord will provide [***]. [***] (defined and
determined pursuant to Sections 6.2 and 6.3 below).
Exhibit J to the Lease is hereby
deleted and superseded by this Section 5.
6. FUTURE EXTENSION
OPTIONS.
6.1 Extensions.
Provided that Tenant is not in
default when it exercises an extension option (unless the default
is cured within any applicable cure period), Tenant shall have 2
options to extend the Term for a period of 60 months each (each, an
“Option Term”). Each option shall be exercised, if at
all, by written notice to Landlord at least [***] prior to the
expiration of the then existing Term. The exercise of an option
shall be for the then entire Premises and shall be on the same
terms and conditions as set forth in the Lease except (a) the
Base Rent shall be adjusted to the [***], (b) and there shall
be no [***]. The options are personal to Tenant (except for
successors qualifying under Section 14.5 of the Lease) and may
not be exercised by any assignee or sublessee and may not be
exercised during any period that the entire Premises is subleased
out by Tenant.
6.2 Fair Market Value.
If Tenant exercises an option
pursuant to Section 6.1 above, the initial Base Rent and the
periodic increases for the Option Term shall be equal to 100% of
the Fair Market Value for [***] . If there are not [***].
The determination of Fair Market Value shall be made by [***] from
the date notice of exercise is provided to Landlord. Fair Market
Value shall reflect all typical landlord concessions,
[***].
[***] Certain information on this page has been
omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect
to the omitted portions.
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6.3 Arbitration
. If Landlord and Tenant do not
agree on Fair Market Va
