Exhibit 10.63
THIRD AMENDMENT TO
LEASE
THIS THIRD AMENDMENT TO LEASE (this
“ Third Amendment ”) is made as of
October 24, 2008, by and between ARE-SAN FRANCISCO NO. 12,
LLC , a Delaware limited liability company (“
Landlord ”), and EXELIXIS, INC. , a Delaware
corporation (“ Tenant ”).
RECITALS
A. Landlord and Tenant entered into that certain
Lease Agreement dated as of September 14, 2007, as amended by
that certain First Amendment to Lease dated May 31, 2008, and
as further amended by that certain Second Amendment to Lease dated
October 23, 2008 (as amended, the “ Lease
”). Pursuant to the Lease, Tenant leases certain Premises in
a building located at 249 East Grand Avenue, South San Francisco,
California. The Premises are more particularly described in the
Lease. Capitalized terms used herein without definition shall have
the meanings defined for such terms in the Lease.
B. Landlord and Tenant desire, subject to the terms
and conditions set forth below, to amend the Lease to extend the
date by which Tenant is required to elect to exercise the Expansion
Right for the Expansion Space from December 31, 2008, until
December 31, 2009.
NOW, THEREFORE,
in consideration of the foregoing
Recitals, which are incorporated herein by this reference, the
mutual promises and conditions contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Landlord and Tenant hereby agree as
follows:
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1.
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Expansion
of the Premises .
Notwithstanding anything to the contrary contained in the Lease,
all references in Sections 39(a) and ( b) of
the Lease to December 31, 2008, are hereby deleted and the
date of December 31, 2009, is inserted in its
place.
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a. This Third Amendment is the entire agreement
between the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous oral and written
agreements and discussions. This Third Amendment may be amended
only by an agreement in writing, signed by the parties
hereto.
b. This Third Amendment is binding upon and shall
inure to the benefit of the parties hereto, their respective
agents, employees, representatives, officers, directors, divisions,
subsidiaries, affiliates, assigns, heirs, successors in interest
and shareholders.
c. This Third Amendment may be executed in any
number of counterparts, each of which shall be deemed an original,
but all of which when taken together shall constitute one and the
same instrument. The signature page of any counterpart may be
detached therefrom without impairing the legal effect of the
signature(s) thereon provided such signature page is attached to
any other counterpart identical thereto except having additional
signature pages executed by other parties to this Third Amendment
attached thereto.
d. Except as amended and/or modified by this Third
Amendment, the Lease is hereby ratified and confirmed and all other
terms of the Lease shall remain in full force and effect, unaltered
and unchanged by this Third Amendment. In the event of any conflict
between the provisions of this Third Amendment and the provisions
of the Lease, the provisions of this Third Amendment shall prevail.
Whether or not specifically amended by this Third Amendment, all of
the terms and provisions of the Lease are hereby amended to the
extent necessary to give effect to
