Exhibit 10.10.6
SIXTH AMENDMENT TO
LEASE
This Sixth 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 Lease (the “Original Lease”) dated as of
October 21, 1998 for certain premises consisting of the entire
building known as 515 Galveston Drive (the “Original
Premises” or “515 Galveston Premises”) Redwood
City, California, as amended by that First Amendment to Lease dated
as of February 26, 1999 (the “First Amendment”)
for the lease of Expansion Space A (which may also be referred to
as the “220 Penobscot Premises”), that certain written
Second Amendment To Lease dated October 24, 2000 (the
“Second Amendment”) for the lease of Expansion Space B
(which may also be referred to as the “200 Penobscot
Premises”), that certain written Third Amendment To Lease
dated October 22, 2003 (the “Third Amendment”) for
the surrender of all of the 220 Penobscot Premises and part of the
200 Penobscot Premises, that certain written Fourth Amendment To
Lease dated December, 2004 (the “Fourth Amendment”) for
extension of the Term of the 515 Galveston Premises, and that
certain written Fifth Amendment to Lease dated as of
August 24, 2008 (“Fifth Amendment”), all as more
particularly described in the Original Lease, First Amendment,
Second Amendment, Third Amendment, Fourth Amendment and Fifth
Amendment (collectively, the “Existing Lease”, and the
Premises as of the Execution Date is collectively referred to as
the “Premises”).
B. Landlord and Tenant desire to
extend the current Term for the Premises in accordance with
Tenant’s exercise of its Option To Extend, as set forth in
Section 6 of the Fifth Amendment, which is also known as the
515 Galveston Premises and which consists of an agreed 31,166
square feet of Rentable Area, 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 for 515
Galveston Premises . 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 “Third Extended
Term”) commencing on March 1, 2009 (the “Third
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
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limiting the generality of the foregoing, Tenant
and Landlord acknowledge and agree that the Option to Extend set
forth in Section 6 of the Fifth Amendment is hereby deleted as
of the Execution Date.
Section 3
. Monthly Base Rent for Third
Extended Term . Notwithstanding any provision of the Existing
Lease to the contrary, commencing on the Third Extension
Commencement Date and continuing through the Expiration Date of the
Third 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/R
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