Exhibit 10.2
SECOND AMENDMENT TO STANDARD
INDUSTRIAL/COMMERCIAL
SINGLE-TENANT LEASE-
NET
This S ECOND A MENDMENT T O S TANDARD I NDUSTRIAL /C OMMERCIAL S INGLE -L ESSEE L EASE - N ET (“Amendment”) is entered into this
18th day of September, 2008, by and between C
ALIFORNIA
D EVELOPMENT , I NC . , a
California corporation (“ Lessor ”), and
C ERUS
C ORPORATION , a Delaware corporation (“ Lessee
”). All capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the
Lease.
RECITALS
A. Lessor and Lessee are parties to that certain
Standard Industrial/Commercial Single Lessee Lease - Net, dated
October 12, 2001, as amended by (i) that certain Rider to
A.I.R.E.A. Standard Industrial/Commercial Single Lessee Lease -
Net, dated September 15, 2001 (“ Rider ”),
(ii) that certain Amendment to Standard Industrial/Commercial
Single-Lessee Lease – Net dated as of April 10, 2002
(“ Expansion Amendment ”); (iii) that
certain letter agreement dated June 14, 2006; and
(iv) that certain letter agreement dated July 3, 2007
(collectively, the “ Lease ”) whereby Lessee is
leasing from Lessor approximately 31,808 rentable square feet of
space (the “ Premises ”) located in that certain
building located at 2550 Stanwell Drive, Concord, California (the
“ Building ”).
B. Lessor and Lessee desire to amend the Lease as
set forth herein.
NOW, THEREFORE
, in consideration of the mutual
covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Lessor and Lessee agree that the Lease is amended as
follows:
1. Recitals. The above-referenced Recitals
are incorporated herein by reference.
2. Extension of Term. The Expiration Date of
the Term of the Lease is hereby extended to November 11, 2013
and the period from November 12, 2008 through November 11,
2013 is referred to herein as the “ First Five-Year
Extension Term ”.
3. Base Rent for the First Five-Year Extension
Term. Commencing on November 12, 2008, Base Rent for the
First Five-Year Extension Term shall be as follows:
|
|
|
|
|
|
|
|
|
|
|
Base Rent Per
Month
|
|
Base Rent Per
Rentable Square Foot
|
|
November 12, 2008 –
November 11, 2009
|
|
$
|
33,080.32
|
|
$
|
1.04
|
|
November 12, 2009 –
November 11, 2010
|
|
$
|
34,034.56
|
|
$
|
1.07
|
|
November 12, 2010 –
November 11, 2011
|
|
$
|
34,988.80
|
|
$
|
1.10
|
|
November 12, 2011 –
November 11, 2012
|
|
$
|
36,261.12
|
|
$
|
1.14
|
|
November 12, 2012 –
November 11, 2013
|
|
$
|
37,215.36
|
|
$
|
1.17
|
1
4. One-Year Extension
Options.
a. Paragraph (a) of Insert 50 of the Rider is
hereby deleted.
b. Grant and Exercise. Lessee shall have
(5) consecutive options to extend the Term of the Lease (each,
a “ One-Year Extension Option ”), each for one
(1) additional year (each, a “ One-Year Extension
Term ”), upon all the same terms and conditions of the
Lease, excepting only that Base Rent shall be increased as provided
below. Lessee shall exercise a One-Year Extension Option, if at
all, by giving notice of such exercise to Lessor not less than six
(6) months prior to the expiration of the First Five-Year
Extension Term or the One-Year Term then in effect.
c. Base Rent for One-Year Extension Terms.
Each One-Year Extension Term shall be deemed to be an
“Extended Term” as such term is defined in Paragraph
(b) of Insert 50 of the Rider, and the Base Rent for each
One-Year Extension Term shall be increased according to the CPI
Index adjustment procedure in Paragraph (b) of Insert 50 of
the Rider.
5. Ten-Year Extension
Option.
a. Grant. Lessee shall have the option
(“ Ten-Year Extension Option ”), at anytime
during the First Five-Year Extension Term or during any One-Year
Extension Term, to extend the Term of the Lease for an additional
ten (10) years (“ Ten-Year Extension Term
”) upon all the same terms and conditions of the Lease,
excepting only that:
(i) at the time of Lessee’s exercise of the
Ten-Year Extension Option, Lessee shall not be in default beyond
any applicable cure period under the Lease;
(ii) any remaining portion of the First Five-Year
Extension Term shall automatically be deemed terminated as of the
effective date of the Lessee’s exercise of the Ten-Year
Extension Option;
(iii) any remaining One-Year Extension Options shall
automatically be deemed terminated;
(iv) Base Rent shall be determined as provided below;
and
(v) Lessor shall provide tenant improvement
allowances to Lessee as provided below.
b. Exercise of Option. Lessee shall exercise
the Ten-Year Extension Option, if at all, by giving notice of such
exercise to Lessor not less than six (6) months prior to the
expiration of the First Five-Year Extension Term or the One-Year
Term then in effect.
c. Base Rent for the Ten-Year Extension
Term.
(i) Base Rent for any portion of the Ten-Year
Extension Term up through November 11, 2013 shall be the same
as stated in Section 3 of this Amendment.
2
(ii) The Ten-Year Extension Term shall be deemed to
be an “Extended Term” as such term is defined in
Paragraph (b) of Insert 50 of the Rider, and on
November 12 of each year of the Ten Year Extension Term
(commencing November 12, 2013) Base Rent shall be increased
according to the CPI Index adjustment procedure in Paragraph
(b) of Insert 50 of the Rider.
d. Ten-Year Extension Term Allowances.
Lessor hereby acknowledges and agrees that a material portion of
the consideration for Lessee’s agreement to enter into this
Amendment is Lessee’s ability to enhance the Building during
the Ten-Year Extension Term with various Alterations (as such term
is defined in the Lease), and Lessor’s agreement to provide
tenant improvement allowances as set forth below. When requesting
Lessor’s consent to Alterations, Lessee shall include with
such request Lessee’s reasonable estimate of the costs and
expenses of installing such Alterations (“ Estimated Cost
of Alterations ”). Lessor shall review and approve any
plans, specifications or drawings submitted by Lessee to Lessor for
approval with respect to the Alterations within five (5) days
of receipt of the same, and if Lessor fails to either approve or
reasonably disapprove the same within such five (5) day
period, then the same shall be deemed approved. If Lessor
reasonably disapproves of any aspect of Lessee’s plans and
specifications for the Alterations, Lessor shall specify the
reasons for disapproval in Lessor’s notice of disapproval.
Lessor agrees that any disapproval shall be deemed unreasonable
unless Lessor provides with its notice of disapproval demonstrable
evidence that a decline in value in the Project would result from
the proposed Alterations. Notwithstanding any other provision of
the Lease to the contrary, if Lessor continues to fail to approve
the plans and specifications for the Alterations for a period of
forty-five (45) days after the initial submission of the same
to Lessor, then Lessee shall have the right at any time thereafter
to terminate the Lease by providing written notice thereof to
Lessor, and upon receipt of such notice the Lease shall terminate,
and Lessor shall promptly thereafter return all sums previously
paid or deposited by Lessee to Lessor. Following approval of the
plans and specifications for the Alterations, Lessor shall pay to
Lessee an Unamortized Allowance (as defined below) as provided in
subparagraph 5d(i) below and shall pay an Additional Allowance (as
defined below) as provided in subparagraph 5d(ii) below. Upon
substantial completion of the Alterations, Lessee shall give notice
to Lessor specifying the date of such substantial completion
(“ Notice of Completion ”) and as soon as
reasonably practical shall provide to Lessor reasonable
evi