EXHIBIT 10.2
CONSENT TO ASSIGNMENT
AND FIRST AMENDMENT
This Consent to Assignment and First Amendment (this “Consent”) is made as of September 6, 2023, by ARE-SAN FRANCISCO NO. 63, LLC, a Delaware limited liability company (“Landlord”), to CODEXIS, INC., a Delaware corporation (“Tenant”), and VAXCYTE, INC., a Delaware corporation (“Assignee”), with reference to the following Recitals.
R E C I T A L S
A. Landlord and Tenant are parties to that certain Lease Agreement dated January 29, 2021 (the “Lease”). Pursuant to the Lease, Tenant leases from Landlord certain premises containing approximately 36,593 rentable square feet, consisting of (i) Suite 100A containing approximately 18,817 rentable square feet, and (ii) Suite 200B containing approximately 17,776 rentable square feet (the “Premises”) in that certain building located at 825 Industrial Road, San Carlos, California (the “Building”). Capitalized terms not otherwise defined in this Consent shall have the meanings set forth in the Lease unless the context clearly indicates otherwise.
B. Tenant desires to assign its interest in the Lease and the Premises demised thereunder, to Assignee, all as more particularly described in and pursuant to the provisions of that certain ASSIGNMENT AND ASSUMPTION OF LEASE dated as of September 1, 2023 (the “Assignment Agreement”), a copy of which is attached hereto as Exhibit A.
C. Tenant and Assignee desire to obtain Landlord’s consent to the assignment of the Lease to Assignee (the “Assignment”) as contemplated in the Assignment Agreement.
D. Tenant and Assignee have requested certain other modifications to the Lease, and Landlord desires to accommodate such request, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord hereby consents to the Assignment and the amendments to the Lease contemplated herein; such consent being subject to and upon the following terms and conditions to which Tenant and Assignee hereby agree:
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a. Commencing on the Assignment Date, Assignee does hereby expressly assume and agree to be bound by the Lease and to perform and comply with, for the benefit of Landlord, each and every obligation of Tenant under the Lease accruing from and after the Assignment Date.
b. Tenant and Assignee agree to each of the terms and conditions of this Consent, and upon any conflict between the terms of the Assignment Agreement and this Consent, the terms of this Consent shall control.
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a. Commencing on the Assignment Date, the defined term “Security Deposit” on page 1 of the Lease shall be amended to read as follows:
“Security Deposit: $220,655.79”
b. As of the date hereof, Landlord holds a Letter of Credit in the amount of $415,696.48 (the “Codexis Letter of Credit”). Within ten (10) business days after the Assignment Date, Landlord shall execute any documentation reasonably required for the cancelation of the Codexis Letter of Credit (and, if required by the issuer thereof for cancelation, return the original thereof). On or before the Assignment Date, Assignee shall deliver to Landlord a Security Deposit in the amount of Two Hundred Twenty Thousand, Six Hundred Fifty-Five and 79/100 Dollars ($220,655.79), in the form of a Letter of Credit satisfying the requirements set forth in the Lease. Notwithstanding the foregoing, if Assignee is delayed in delivering to Landlord such Security Deposit, Landlord shall have the right to continue to hold the Codexis Letter of Credit until the date which is ten (10) business days after Assignee delivers to Landlord such Security Deposit. If Assignee has not delivered such Security Deposit within thirty (30) days after the Assignment Date, Landlord shall have the right, but not the obligation, to draw on the Codexis Letter of Credit in the amount of the Security Deposit and hold such proceeds until the date which is ten (10) business days after Assignee delivers to Landlord such Security Deposit (at which time Landlord shall return such proceeds to Tenant).
c. Notwithstanding anything to the contrary contained in Section 40 of the Lease, if Assignee exercises the Extension Right pursuant to the terms and conditions set forth in Section 40 of the Lease, Landlord may require that Assignee either (i) renew or extend the existing Letter of Credit, or (ii) provide a new Letter of Credit, pursuant to the terms and conditions set forth in Section 6 of the Lease.
Landlord and Assignee hereby agree that except for the Tenant Surviving Obligations, Landlord hereby releases Tenant from any and all obligations and liabilities under the Lease that accrue from and after the
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Assignment Date, including, without limitation any exercise of the Extension Right, expansion of the Premises, extension of the term of the Lease or any further amendment or modification of the Lease.
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Tenant’s notice address following the Assignment Date:
Codexis, Inc.
400 Penobscot Drive
Redwood City, California 94063
Attention: Chief Operating Officer
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With a copy to:
Codexis, Inc.
400 Penobscot Drive
Redwood City, California 94063
Attention: General Counsel
Assignee’s notice address following the Assignment Date:
Vaxcyte, Inc.
825 Industrial Road, 3rd Floor
San Carlos, California 94070
Attention: Chief Executive Officer
With a copy to:
Vaxcyte, Inc.
825 Industrial Road, 3rd Floor
San Carlos, California 94070
Attention: General Counsel
[Signature Page Follows]
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IN WITNESS WHEREOF, Landlord, Tenant and Assignee have caused their duly authorized representatives to execute this Consent as of the date first above written.
LANDLORD: ARE‑SAN FRANCISCO NO. 63, LLC,
a Delaware limited liability company
By: ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
a Delaware limited partnership,
managing member
By: ARE-QRS CORP.,
a Maryland corporation,
general partner
By: /s/ Kristen Childs
Its: Vice President – Real Estate
TENANT: CODEXIS, INC.,
a Delaware corporation
By: /s/ Kevin Norrett
Name: Kevin Norrett
Its: Chief Operating Officer
I hereby certify that the signature, name, and title
above are my signature, name and title.
CODEXIS, INC.,
a Delaware corporation
By: /s/ Sri Ryali
Name: Sri Ryali
Its: CFO
I hereby certify that the signature, name, and title
above are my signature, name and title.
ASSIGNEE: VAXCYTE, INC.,
a Delaware corporation
By: /s/ Grant Pickering
Name: Grant Pickering
Its: CEO
I hereby certify that the signature, name, and title
above are my signature, name and title.
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Exhibit A
Copy of Assignment Agreement
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