Exhibit 10.18
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
LEASE TERMINATION AGREEMENT
This Lease Termination Agreement (the “Agreement”) dated as of March 16, 2023 (“Effective Date”), is executed by and between WESTPORT OFFICE PARK, LLC, a Delaware limited liability company, (“Landlord”), and TALIS BIOMEDICAL CORPORATION, a Delaware corporation, (“Tenant”), with respect to the following facts and circumstances:
A. Landlord and Tenant are parties to that certain Lease Agreement dated January 20, 2021, as amended by that certain First Amendment dated as of January 4, 2022 (as amended, the “Lease”), with respect to a portion of the first (1st) floor and the entire second floor of the Building commonly known as 3400 Bridge Parkway, Redwood City, California 94065 (the “Premises”), as more particularly described in the Lease. Capitalized terms used and not otherwise defined herein shall have the meanings given those terms in the Lease.
B. Although the Lease is scheduled to remain in effect until December 31, 2032, Tenant desires to have the term of the Lease terminate and expire as of the Early Termination Date (as defined below).
C. Landlord is willing to have the term of the Lease terminate and expire on the Early Termination Date, in accordance with the terms and conditions set forth in this Agreement.
In consideration of the foregoing, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
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“GENERAL RELEASE --CLAIMS EXTINGUISHED: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY”
Landlord |
| Tenant |
/s/ Jessica Brock |
| /s/ Roger Moody |
It is understood by Landlord that if the facts or law with respect to which the foregoing conditional release is given hereafter turn out to be other than or different from the facts or law in that connection not known to be or believed by Landlord to be true, then Landlord hereto expressly assumes the risk of the facts or law turning out to be so different, and agrees that the foregoing conditional release shall be in all respects effective and not subject to termination or rescission based upon such differences in facts or law.
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“GENERAL RELEASE --CLAIMS EXTINGUISHED: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Landlord |
| Tenant |
/s/ Jessica Brock |
| /s/ Roger Moody |
It is understood by Tenant that if the facts or law with respect to which the foregoing release is given hereunder turn out to be other than or different from the facts or law in that connection not known to be or believed by Tenant to be true, then Tenant hereto expressly assumes the risk of the facts or law turning out to be so different, and agrees that the foregoing release shall be in all respects effective and not subject to termination or rescission based upon such differences in facts or law.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Effective Date.
LANDLORD:
WESTPORT OFFICE PARK, LLC,
a Delaware limited liability company
By | /s/ Jessica Brock |
Name | Jessica Brock |
Title | Authorized Signatory |
TENANT:
TALIS BIOMEDICAL CORPORATION, a Delaware corporation
By | /s/ Roger Moody |
Name | Roger Moody |
Title | CFO |
By | /s/ Gillian Green |
Name | Gillian Green |
Title | Secretary |
[Printed Name and Title]
If Tenant is a corporation, this instrument must be executed by the chairman of the board, the president or any vice president and the secretary, any assistant secretary, the chief financial officer or any assistant financial officer or any assistant treasurer of such corporation, unless the bylaws or a resolution of the board of directors shall otherwise provide, in which case the bylaws or a certified copy of the resolution, as the case may be, must be attached to this instrument.