This Termination
of Sublease (“Termination”) is entered into as of the
22 nd
day of January, 2007
(“Effective Date”), by and between XenoPort,
Inc. (“Sublandlord”), and Ilypsa, Inc.
(“Subtenant”).
WHEREAS, Subtenant
and Sublandlord are parties to that certain sublease dated as of
April 30, 2004, (together with Exhibits thereto, the
“Sublease”), covering 20,489 rentable square feet at
3410 Central Expressway, Santa Clara, California (the
“Subleased Premises”); and
WHEREAS, it is the
desire of the parties hereto to terminate the Sublease effective as
of the Termination Date (as hereinafter defined).
NOW THEREFORE, in
consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Sublandlord and Subtenant hereby agree as follows in
the numbered paragraphs hereinafter. (All capitalized terms used
herein and not otherwise defined in this Termination shall have the
meanings set forth in the Sublease):
1.
Termination of Sublease . The Sublease shall hereby be
terminated effective January 31, 2007 (the “Termination
Date”).
2. Rental
Obligations . Subtenant acknowledges and agrees that, in
addition to its obligations under this Termination, it shall
continue to be obligated under the terms and conditions of the
Sublease for payment of rent up to and including the Termination
Date. Furthermore, all utilities and costs and expenses for which
Subtenant is directly responsible with respect to the Subleased
Premises, shall be paid in full as of the Termination
Date.
3.
Surrender of the Premises . Subject to the terms and
conditions of this Termination, Subtenant shall surrender the
Subleased Premises, and Sublandlord agrees to accept the Subleased
Premises, in the same condition as received by Subtentant as of the
Commencement Date, reasonable wear and tear and damage by casualty
or condemnation excepted. As of the Termination Date, Subtenant
shall have delivered to Sublandlord a copy of the appropriate
closure report (final report submitted to the appropriate licensing
authority showing applicable licensed areas ready to be closed by
the licensing authority) for each of: the Radioactive Material
License; the Hazardous Waste Generators Permit; and the Medical
Waste Generators Permit. As of the Termination Date, Subtenant
shall have completed the removal or reconfiguration of certain
Subtenant improvements or alternations, and make other
mutually-agreeable changes, if any, to the specified Subleased
Premises, in each case solely as set forth on Exhibit A
hereto. Each of the parties represents and warrants that to their
respective knowledge, Exhibit A constitutes a complete and
sufficient listing to return the Subleased Premises to the same
condition as received by Subtentant as of the Commencement Date,
reasonable wear and tear and damage by casualty or condemnation
excepted.
4.
Governmental Agency Closure Letters . Prior to the
Termination Date, Subtenant shall obtain the appropriate closure
letters from the relevant government age
|
