Exhibit 10.37
3101 WESTERN
AVENUE
OFFICE LEASE
THIS LEASE, made the 2
nd
day of September, 2004,
by and between SELIG REAL ESTATE HOLDINGS FOURTEEN, a Washington
limited liability company, whose address is 1000 Second Avenue,
Suite 1800, Seattle, Washington, 98104-1046, hereinafter referred
to as “Lessor,” and DENDREON CORPORATION, whose address
is 3005 First Avenue, Seattle, Washington 98121, hereinafter
referred to as “Lessee”.
1. DESCRIPTION . Lessor, in
consideration of the agreements contained in this lease, does
hereby lease to Lessee, upon the terms and conditions hereinafter
set forth, that certain space consisting of approximately 21,975
rentable square feet situated on the entire 8
th
floor level and
approximately 1,818 rentable square feet located on the upper
parking level of the 3101 Western Avenue Building (collectively,
the “Premises”) located at 3101 Western Avenue, City of
Seattle, State of Washington 98121, the legal description of which
is:
Lots 1,2,3 and South Westerly half
of Lot 4, Block 3 of William M. Bell’s 7
th
addition to the City of
Seattle, according to plat thereof, recorded in Volume 2 of plats,
page 82, records of King County, Washington, together with North
Westerly 66’ of block southerly of Bay Street siding Westerly
of Western Avenue and Easterly of Elliott Avenue.
The actual number of rentable square feet of the
Premises (the “Rentable Square Feet”) shall be measured
by an architect or surveyor mutually acceptable to the parties in
accordance with the Building Owners and Managers Association
Standard Method for Measuring Area in Office Buildings (ANSI/BOMA
Z65.1-1996) and the parties shall executed an addendum to this
lease in which such measurement is reflected.
2. TERM . The term of this
lease shall be for a period of sixty (60) months, commencing
on the later of (a) sixty (60) days after Lessee is given
access to the Premises to enable it to commence its tenant
improvements, or (b) October 1, 2004 (the later of said
dates being herein referred to as the “Commencement
Date”), and ending sixty (60) months
thereafter.
In the event the Premises are not
available for Lessee’s access by November 1, 2004,
Lessee shall have the option to cancel this Lease by written notice
given to Lessor. No delay in Lessee’s access to the Premises
shall extend the date on which this Lease is stated to
terminate.
3. RENT . Commencing with the
Commencement Date, Lessee covenants and agrees to pay Lessor rent
each month in advance on the first day of each calendar month.
Except for Lessee’s share of increases in the costs of
Operating Services and Real Estate Taxes as stated herein, this
lease is on a fully serviced basis and rent shall be computed at
the annual base rental rate times the number of Rentable Square
Feet as follows:
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Year l:
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$
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22.00
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2:
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$
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22.00
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3:
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$
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23.00
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4:
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$
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24.00
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5:
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$
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24.00
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Rent for any fractional calendar month, at the
beginning or end of the term, shall be the pro rated portion of the
rent computed on an annual basis.
4. CONSIDERATION . As
consideration for the execution of this lease, Lessee shall owe
Lessor the sum of $138,792.50, which sum shall be offset against
the Tenant Improvement Allowance referred to below, which results
in the
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amount of the Tenant Improvement Allowance to be
paid to Lessee pursuant to paragraph 31 below to be the difference
between the product of $12.50 times the number of Rentable Square
Feet minus $138,792.50. Lessee’s offset against the Tenant
Improvement Allowance under this Section ($138,792.50) shall be
credited against the first and last two (2) months’ rent
due under this lease, with any difference between the amount of
such offset and said rental to be paid to the party entitled
thereto within ten (10) business days after written
demand.
5. USES . Lessee agrees that
Lessee will use and occupy said Premises for general offices and
related purposes and for no other purposes.
6. RULES AND REGULATIONS .
Lessee and its employees, agents and contractors shall observe and
abide by the rules and regulations Lessor promulgates for the
Building. Lessor agrees that such rules and regulations shall be
typical of those employed for similar buildings used for general
office purposes, shall not interfere with Lessee’s rights
under this Lease, shall not discriminate among tenants in the
Building, and shall not result in the imposition of additional fees
or charges to Lessee. Lessor shall provide Lessee with a written
copy of such rules and regulations at least ten (10) days
before the same are scheduled to become effective.
7. CARE AND SURRENDER OF
PREMISES . Lessee shall take good care of the Premises and
shall promptly make all necessary repairs except those required
herein to be made by Lessor. At the expiration or sooner
termination of this lease, Lessee, without notice, will immediately
and peacefully quit and surrender the Premises in good order,
condition and repair (damage caused by Lessor or for which Lessor
is responsible to repair, reasonable wear and tear, casualty or
condemnation excepted). Lessee shall be responsible for removal of
all of Lessee’s personal property and signage from the
Premises, (excepting fixtures being that which is attached to the
Premises, and property of the Lessor), and, to the extent required
by law, any communication cabling, telephone equipment installed by
Lessee. Lessee shall be responsible for repairing any damage to the
Premises caused by such removal.
If Lessee fails to remove and restore the
Premises at lease expiration to the extent herein required, then
Lessor shall have the right to remove said property and restore the
Premises and Lessee shall be responsible for all costs associated
therewith. Lessee shall also be responsible for those costs
incurred by Lessor for removing debris Lessee may discard in the
process of preparing to vacate the Premises, including, but not
limited to, the cleaning or replacement of carpets if damage is not
caused by reasonable wear, and removal and disposal of
Lessee’s personal property remaining in the Premises that
Lessee was obligated to remove.
8. ALTERATIONS . Except for
the improvements and alterations Lessee makes prior to the
Commencement Date or that are funded with the Tenant Improvement
Allowance, Lessee shall not make any alterations or improvements
in, or additions to said Premises without first obtaining the
written consent of Lessor, whose consent shall not be unreasonably
withheld, conditioned or delayed. All such alterations, additions
and improvements shall be at the sole cost and expense of Lessee
and shall become the property of Lessor if they are generic
fixtures to the Premises and not in the nature of trade fixtures
and shall remain in and be surrendered with the Premises as a part
thereof at the termination of this lease, without disturbance,
molestation or injury.
9. RESTRICTIONS . Lessee will
not use or permit to be used in said Premises anything that will
increase the Lessor’s insurance premiums on said Building or
any part thereof, nor anything that may be dangerous to life or
limb; nor in any manner deface or injure said Building or any part
thereof; nor overload any floor or part thereof; nor permit any
reasonably objectionable noise or odor to escape or to be emitted
from said Premises, or do anything or permit anything to be done
upon said Premises in any way that creates a nuisance or that
unreasonably disturbs any other tenant or occupant of any part of
said Building. Lessee, at Lessee’s expense, will comply with
all health, fire and police regulations respecting said Premises,
but the foregoing shall not be construed as requiring Lessee to
alter, improve or retrofit the Premises to comply with any such
laws unless and to the extent the same is required because of
Lessee’s particular use.
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The Premises shall not be used for lodging or
sleeping, and except where reasonably required to assist
handicapped individuals, no animals or birds will be allowed in the
Building.
10. WEIGHT RESTRICTIONS .
Safes, furniture or bulky articles may be moved in or out of said
Premises only at such hours and in such manner as will least
inconvenience other tenants, which hours and manner shall be at the
discretion of Lessor. No safe or other article of over 2,000 pounds
shall be moved into said Premises without the consent of Lessor,
whose consent shall not be unreasonably withheld, conditioned or
delayed, and Lessor shall have the right to locate the position of
any article of weight in said Premises if Lessor so
desires.
11. SIGN RESTRICTION . No
sign, picture, advertisement or notice shall be displayed,
inscribed, painted or affixed to any of the glass or woodwork of
the Building without the prior approval of Lessor. Such approval
shall not be unreasonably withheld, conditioned or delayed. At such
time Lessee leases two (2) or more floors in the 3101 Western
Avenue Building, Lessor shall provide Lessee with the right to
exclusive building signage on the existing building
monument.
12. LOCKS . No additional
locks shall be placed upon any doors of the Premises. Keys will be
furnished to each door lock. At the termination of the lease,
Lessee shall surrender all keys to the Premises whether paid for or
not.
13. KEY . Lessor, his
janitor, engineer or other agents may retain a pass key to said
Premises to enable him to examine the Premises from time to time
with reference to any emergency or to the general maintenance of
said Premises.
14. TELEPHONE SERVICE . If
Lessee desires to install additional telephone or other electrical
connections after making the initial tenant improvements that are
to be constructed prior to the Commencement Date or would be paid
for with the proceeds of the Tenant Improvement Allowance, it shall
obtain Lessor’s prior written consent to the manner and
location of the introduction of such wires and cables into the
Premises.
15. SERVICES . Lessor shall
maintain Premises and the public and common areas of Building, such
as lobbies, stairs, corridor and restrooms, in a condition
consistent to that of Class “A” office buildings in
Seattle except to the extend of any damage caused by the act of
Lessee.
Lessor shall furnish Premises with
electricity for lighting and operation of low power usage office
machines, heat, normal office air-conditioning, and elevator
services, during the ordinary business hours of the Building. Such
hours are Monday through Friday 6:00 a.m. to 6:00 p.m. and Saturday
9:00 a.m. to 1:00 p.m. Air-conditioning units and electricity
therefor for special air-conditioning requirements, such as for
computer centers, shall be at Lessee’s expense. Lessor shall
also provide lighting replacement for Lessor furnished lighting,
toilet room supplies, window washing with reasonable frequency, and
customary janitor service.
Lessor shall not be liable to Lessee
for any loss or damage caused by or resulting from any variation,
interruption or any failure of said services due to any cause
whatsoever unless the same results from the wrongful acts or
omissions of Lessor, its employees, agents or contractors. No
temporary interruption or failure of such services incident to the
making of repairs, alterations, or improvements, or due to accident
or strike or conditions or events not under Lessor’s control
shall be deemed as an eviction of Lessee or relieve Lessee from any
of Lessee’s obligations hereunder.
In the event of any lack of
attention on the part of Lessor and any dissatisfaction with the
service of the Building, or any unreasonable annoyance of any kind,
Lessee is requested to make complaints at Lessor’s Building
office and not to Lessor’s employees or agents seen within
the Building.
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Lessee is further requested to remember that
Lessor is as anxious as Lessee that a high grade service be
maintained, and that the Premises be kept in a state to enable
Lessee to transact business with the greatest possible ease and
comfort.
16. SOLICITORS . Lessor will
make an effort to keep solicitors out of the Building, and Lessee
will not oppose Lessor in his attempt to accomplish this
end.
17. FLOOR PLAN . The eighth
(8 th ) floor and upper parking
level plans shall be attached hereto and marked Exhibit
“A”.
18. ASSIGNMENT . Lessee shall
have the right to assign the Lease or sublease the Premises to any
entity which is controlled by, under the control of or under the
common control with Lessee, or any entity into which Lessee may be
merged or consolidated, or which purchases all or substantially all
of the assets or stock of Lessee (each an “Affiliate of
Lessee”).
Except as provided for in the preceding
paragraph, Lessee will not assign this lease, or any interest
hereunder without first obtaining the written consent of Lessor,
and this lease, or any interest hereunder, shall not be assigned by
operation of law. Lessee will not sublet said Premises or any part
thereof and will not permit the use of said Premises by others
other than Lessee and the agents of Lessee without first obtaining
the written consent of Lessor,. Lessor’s consent under this
paragraph shall not be unreasonably withheld, conditioned or
delayed.
In the event such written consent shall be
given, no other or subsequent assignment or subletting shall be
made without the previous written consent of Lessor, whose consent
shall not be unreasonably withheld, conditioned or
delayed.
19. OPERATING SERVICES AND REAL
ESTATE TAXES . The annual base rental rate times the Rentable
Square Feet in this lease includes Lessee’s proportionate
share of Operating Services and Real Estate Taxes for the first
twelve months of the lease term, “Base Year Costs”.
Only actual increases from these Base Year Costs, if any, will be
passed on to Lessee on a proportionate basis as additional rent.
Base Year Costs and the actual Costs increases for which Lessee is
liable shall include the same items and be calculated in the same
manner. Excluding real estate taxes and utilities, expenses shall
not increase more than four percent (4%) over the previous
twelve (12) months.
DEFINITIONS
Base Year
For computing the Base Year Costs, the base year
shall be the calendar year stated herein or if a specific calendar
year is not stated herein then the base year shall be the calendar
year in which the lease term commences. The base year shall be the
calendar year 2004.
Comparison Year
The Comparison Year(s) shall be the calendar
year(s) subsequent to the base year.
Operating Services
“Operating Services” include, but
are not limited to, the charges incurred by Lessor for: Building
operation salaries, benefits, management fee (currently 5%) of
gross income for the Building, insurance, electricity, janitorial,
supplies, telephone, HVAC, repair and maintenance, window washing,
water and sewer, security, landscaping, disposal, elevator, and any
other service or supplies reasonably necessary to the use and
operation of the premises. Operating Services shall also include
the amortization cost of capital costs and of the installation of
capital repairs and like kind replacements thereof, which are
primarily for the purpose of safety, saving energy or reducing
operating costs, or which become required by governmental authority
during the term of this lease and do not relate to any previous
noncompliance
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(all such costs shall be amortized over the
reasonable life of the capital investment item, with the reasonable
life and amortization schedule being determined in accordance with
generally accepted accounting principles). Notwithstanding anything
to the contrary contained herein, Operating Services shall not
include any of the following:
(i) real estate taxes
(ii) legal fees, auditing fees,
brokerage commissions, advertising costs, or other related expenses
incurred by Lessor in an effort to generate rental
income;
(iii) repairs, alterations,
additions, improvements, or replacements made to rectify or correct
any defect in the original design, materials or workmanship of the
Building or common areas (but not including repairs, alterations,
additions, improvements or replacements made as a result of
ordinary wear and tear);
(iv) damage and repairs attributable
to fire or other casualty or to condemnation;
(v) damage and repairs necessitated
by the negligence or willful misconduct of Lessor, Lessor’s
employees, contractors or agents;
(vi) executive salaries to the
extent that such services are not in connection with the
management, operation, repair or maintenance of the
Building;
(vii) Lessor