EXHIBIT 10.32
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this "FIRST AMENDMENT") is made as
of August 30, 2005, by and between ARE-3770 TANSY STREET, LLC, a Delaware
limited liability company ("LANDLORD"), and SGX PHARMACEUTICALS, INC., a
Delaware corporation ("TENANT"), formerly known as STRUCTURAL GENOMIX, INC.
RECITALS
A. Landlord and Tenant are parties to that certain Lease Agreement dated as
of May 18, 2000 (the "LEASE"), pursuant to which Tenant leases certain space
containing approximately 15,410 rentable square feet in a building located at
3770 Tansy Street, San Diego, California (the "BUILDING"). Capitalized terms
used herein without definition shall have the meanings defined for such terms in
the Lease.
B. ARE-10505 ROSELLE STREET, LLC, a Delaware limited liability company
("LANDLORD'S AFFILIATE"), and Tenant are parties to that certain Lease Agreement
dated as of July 12, 1999, as amended by that certain First Amendment to Lease
Agreement dated as of May 31, 2000, as further amended by that certain Second
Amendment to Lease Agreement dated as of May 18, 2000, and as further amended by
that certain Third Amendment to Lease Agreement dated as of August 30, 2005 (as
amended, the "OTHER LEASE"), pursuant to which Tenant leases certain space
containing approximately 17,603 rentable square feet in a building located at
10505 Roselle Street, San Diego, California (the "OTHER BUILDING").
C. Landlord and Tenant desire to amend the Lease to, among other things,
extend the term of the Lease, subject to the terms and conditions set forth
below.
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:
1. TERM. The definition of Term on Page 1 of the Lease is hereby amended and
restated in its entirety as follows:
"TERM: From the Area B Commencement Date until June 30, 2007"
2. NO FURTHER EXTENSION RIGHT. Section 39 of the Lease is hereby deleted in
its entirety.
3. CAPITAL IMPROVEMENT ALLOWANCE. Landlord shall make available to Tenant a
tenant improvement allowance of up to $25,000 (the "NEW TI ALLOWANCE").
Tenant may use all or any portion of such amount at either the Building or
the Other Building for Improvements (as hereinafter defined). As used
herein, "IMPROVEMENTS" mean (i) construction of improvements at the
Building (or, if applicable, the Other Building) desired by and to be
performed by Tenant (subject to Landlord's or, if applicable, Landlord's
Affiliate's supervision) and which improvements shall be of a fixed and
permanent nature, and/or (ii) cosmetic improvements at the Building (or, if
applicable, the Other Building) such as carpeting and painting. In
addition, Tenant shall have the right to use the New TI Allowance to offset
the cost of capital expenditures which Landlord (or Landlord's Affiliate)
undertakes and for which Tenant is otherwise responsible for reimbursing
Landlord (or, if applicable, Landlord's Affiliate) as part of operating
expenses. Tenant acknowledges and agrees that (i) Landlord's (or, if
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applicable, Landlord's Affiliate's) prior written consent shall be required
with respect to the Improvements and that it shall be reasonable for
Landlord (or, if applicable, Landlord's Affiliate's) to withhold its
consent to any improvements which Landlord (or, if applicable, Landlord's
Affiliate's) considers not to be substantially reusable after the
expiration of the Term of the Lease (or, if applicable, the Other Lease),
and (ii) upon the expiration of the Term of the Lease (or, if applicable,
the Other Lease), the Improvements shall become the property of Landlord
(or Landlord's Affiliate if the same are made at the Other Building) and
may not be removed by Tenant. Except for the New TI Allowance, Tenant shall
be solely responsible for all of the costs of the Improvements. The
Improvements shall be treated as Alterations and shall be undertaken
pursuant to Section 12 of the Lease (or, if undertaken at the Other
Building then Section 12 of the Other Lease). Landlord shall have the right
to review and approve all contracts entered into by Tenant in connection
with the Improvements including, without limitation, the provisions in such
contracts dealing with insurance, indemnity and lien waivers. Landlord
shall not unreasonably delay its review and approval of such contracts.
Landlord shall fund the New TI Allowance upon completion of the
Improvements and upon presentation to Landlord of a draw request containing
unconditional lien waivers and such other documents as are customary for
construction projects in the San Diego area. Promptly following completion
of the Improvements and prior to funding by Landlord, Tenant shall provide
to Landlord: (i) sworn statements setting forth the names of all
contractors and subcontractors who did the work on the Improvements; and
(ii) "as built" plans for the Improvements. Any portion of the New TI
Allowance not used by Tenant by September 30, 2006, shall be forfeited.
4. MISCELLANEOUS.
A. This First 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 First
Amendment may be amended only by an agreement in writing, signed by the
parties hereto.
B. This First 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 First 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 First Amendment attached thereto.
D. Landlord and Tenant each represent and warrant that it has not dealt
with any broker, agent or other person (collectively, "BROKER") in
connection with this transaction and that no Broker was the procuring cause
of the transaction. Landlord and Tenant each hereby agree to indemnify and
hold the other harmless from and against any claims by any Broker claiming
a commission or other form of compensation by virtue of having dealt with
Tenant or Landlord, as applicable, with regard to the transaction
documented by this First Amendment.
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E. Except as amended and/or modified by this First 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 First Amendment.
Landlord hereby acknowledges that Tenant is not in default under the Lease.
In the event of any conflict between the provisions of this First Amendment
and the provisions of the Lease, the provisions of this First Amendment
shall prevail. Whether or not specifically amended by this First Amendment,
all of the terms and provisions of the Lease are hereby amended to the
extent necessary to give effect to the purpose and intent of this First
Amendment.
[SIGNATURES ARE ON THE NEXT PAGE.]
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the day and year first above written.
LANDLORD: ARE-3770 TANSY STREET, LLC,
a Delaware limited liability company
By: ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
a Delaware limited partnership,
its managing member
By: ARE-QRS CORP.,
a Maryland corporation,
its general partner
By: /s/ Jennifer Pappas
--------------------------------------
Its: V. P. and Assistant Secretary
TENANT: SGX PHARMACEUTICALS, INC.,
a Delaware corporation
By: /s/ M.G. Grey
--------------------------------------
Its: President and CEO
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