Exhibit 10.11.2
SECOND AMENDMENT TO
LEASE
This Second Amendment to Lease
(“Amendment”) is entered into, and dated for reference
purposes, as of February 6, 2009 (the “Execution
Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a
New York corporation (“Metropolitan”), as Landlord
(“Landlord”), and MAXYGEN, INC., a Delaware corporation
(“Maxygen”), as Tenant (“Tenant”), with
reference to the following facts
(“Recitals”):
A. Landlord and Tenant entered into
that certain Lease (the “Original Lease”) dated as of
December, 2004 for certain premises which consists of an agreed
25,814 square feet of Rentable Area, which is the entire building
known as 301 Galveston Drive (the “Premises”) Redwood
City, California, as amended by that certain First Amendment to
Lease (the “First Amendment”) dated as of
August 24, 2006 (collectively, the “Existing
Lease”).
B. Landlord and Tenant desire to
extend the current Term of the Lease in accordance with
Tenant’s exercise of its Option To Extend, as set forth in
Section 6 of the First Amendment; and provide for other
amendments of the Existing Lease as more particularly set forth
below.
NOW, THEREFORE, in consideration of
the foregoing, and of the mutual covenants set forth herein and of
other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as
follows:
Section 1
. Scope of Amendment; Defined
Terms . Except as expressly provided in this Amendment, the
Existing Lease shall remain in full force and effect. Should any
inconsistency arise between this Amendment and the Existing Lease
as to the specific matters which are the subject of this Amendment,
the terms and conditions of this Amendment shall control. The term
“Lease” as used herein and in the Existing Lease shall
refer to the Existing Lease as modified by this Amendment, except
as expressly provided in this Amendment. All capitalized terms used
in this Amendment and not defined herein shall have the meanings
set forth in the Existing Lease unless the context clearly requires
otherwise.
Section 2
. Extension of Term .
Notwithstanding any provision of the Existing Lease to the
contrary, Landlord and Tenant acknowledge and agree as
follows:
(a) The current Term pursuant to the
Existing Lease will expire on February 28, 2009.
(b) The Term is hereby extended for
the period of twelve (12) months (the “Second Extended
Term”) commencing on March 1, 2009 (the “Second
Extension Commencement Date”) and expiring February 28,
2010 (hereafter, the “Expiration Date” in lieu of the
date provided in the Existing Lease), unless sooner terminated
pursuant to the terms of the Lease.
(c) Landlord and Tenant acknowledge
and agree that this Amendment provides all rights and obligations
of the parties with respect to extension of the current Term,
whether or not in accordance with any other provisions, if any, of
the Existing Lease regarding renewal or extension, and any such
provisions, options or rights for renewal or extension provided in
the Existing Lease are hereby deleted as of the Execution Date, and
without limiting the generality of the foregoing, Tenant and
Landlord acknowledge and agree that the Option To Extend set forth
in Section 6 of the First Amendment is hereby deleted as of
the Execution Date.
Section 3
. Monthly Base Rent for Second
Extended Term . Notwithstanding any provision of the Existing
Lease to the contrary, commencing on the Second Extension
Commencement Date and continuing through the Expiration Date of the
Second Extended Term, the amount of Monthly Base Rent due and
payable by Tenant for the Premises shall be as set forth in the
table below:
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Period from/to (inclusive)
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Monthly Installment of
Monthly Base Rent
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Monthly Rate/Rentable Sq.
Ft.
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Months 01 – 12
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$32,912.85
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$1.275
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1
Section 4
. Tenant’s Share of
Operating Expenses . Notwithstanding any provision of the
Existing Lease to the contrary, the parties acknowledge and agree
that the Rentable Area of Phase II is 235,620, and commencing on
the Second Extension Commencement Date and continuing through the
Expiration Date of the Second Extended Term, Tenant shall continue
to pay Tenant’s Share of Operating Expenses as set forth in
Article Four of the Existing Lease, and as of the Second Extension
Commencement Date, Tenant’s Share for the Premises continues
to be as follows:
