EXHIBIT 10.24d
THIRD AMENDMENT TO SUBLEASE
THIS THIRD AMENDMENT TO SUBLEASE ("Third Amendment") is made as of June 15, 2004
by and between Sorrento Montana, L.P., a California Limited Partnership
("Landlord") and Integra LifeSciences Corporation, successor by merger to
Integra NeuroSciences CA Corporation, a Delaware Corporation ("Tenant"), with
reference to the following facts and circumstances:
I. Landlord and Camino NeuroCare, Inc. entered into a Sublease dated
July 1, 2001 for approximately 16,205 square feet of premises
commonly known as Suites #706 through #714 and Suite #7l6, 5965
Pacific Center Boulevard, San Diego, California 92121 ("Premises").
II. Landlord and Tenant subsequently modified and amended the Sublease
through First Amendment to Sublease dated July 1, 2003. which in
part extended the term of the Sublease two additional years through
June 30, 2005 and granted Tenant one Option to Renew the Sublease
for an additional two-year term through June 30, 2007.
III. Landlord and Tenant subsequently modified and amended the Sublease
through Second Amendment to Sublease dated June 1, 2004, which in
part added the approximately 1,180 square foot Suite #717 to
Tenant's Sublease effective June 1, 2004.
Landlord and Tenant desire to further modify, amend and supplement the Sublease
through this Third Amendment as follows:
1. Tenant hereby exercises it Option to Renew contained in First
Amendment to Sublease, and Paragraph 15 ("SUBLEASE TERM") is
therefore and hereby amended to extend the term of the Sublease an
additional twenty-four months through June 30, 2007.
2. Paragraph 14.0 ("OPTION TO REVIEW') is hereby amended to provide
Tenant with an Option to Renew ("Option") this Sublease for one
additional two-year term commencing July l, 2007 and continuing for
twenty-four consecutive months. Provided Tenant is not in default of
this Sublease or Tenant's July 1, 2001 Sublease of 5955 Pacific
Center Boulevard as subsequently amended, Tenant shall exercise the
Option by notifying Landlord in writing on or before December 31,
2006 of Tenant's intention to renew. Tenant's Beginning Base Rent
for the option term shall be one hundred four percent (104%) of the
Base Rent payable by Tenant for the month of June 2007. Tenant's
failure to exercise the Option on or before December 31, 2006 shall
constitute a waiver of the Option by Tenant.
3. Paragraph 18.0 ("RIGHT OF FIRST REFUSAL") is hereby added, which,
provided Tenant is not in default of this Sublease or Tenant's July
1, 2001 Sublease of 5955 Pacific Center Boulevard as subsequently
amended, shall provide Tenant with a one-time Right of First Refusal
("Right") to individually add each of the following suites within
5965 Pacific Center Boulevard ("Additional Premises") to Tenant's
Sublease as the suites are vacated by the present occupants or
otherwise
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become available from time to time during the term of Tenant's
Sublease and any extensions thereof:
Suite #701 (approximately 781 square feet) Suites #702 through
#705 (approximately 4,956 square feet) Suite #715
(approximately 1,027 square feet)
Upon receipt and conditional acceptance by Landlord of a bona fide
offer or offers from an outside thud party or parties ("Third
Party") to sublease any or all of the Additional Premises spaces
listed above, Landlord shall promptly notify Tenant of the terms and
conditions upon which Landlord is willing to sublease the Particular
Additional Premises space to the Third Party. Tenant shall have ten
(10) working days from receipt of Landlord's notice within which to
agree in writing to add the Additional Premises to Tenant's Sublease
upon the same terms and conditions as offered by the Third Party and
conditionally accepted by Landlord. In the event Tenant rejects or
fails to respond to Landlord within ten (10) working days of receipt
of Landlord's notice. Tenant's Right of First Refusal as pertains to
the particular space involved shall become null and void, and
Landlord shall have no further obligation with regard thereto.
Except as specifically provided in this Third Amendment, all of the
terms, conditions and definitions set faith in the Sublease shall remain
unchanged and in full force and effect. In the event of any conflict between
this Third Amendment and the Sublease, the terms of this Third Amendment shall
prevail.
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment To
Sublease effective the day and year first written above:
LANDLORD: TENANT:
SORRENTO MONTANA, L.P., A INTEGRA LIFESCIENCES
CORPORATION
A Delaware Corporation
A California Limited Partnership
By: Sorrento Commercial Properties, Inc. By: /s/ Stuart M. Essig
A California Corporation doing business as -----------------------
Sorrento Management Company Title: CEO
Date: 7/15/04
By: /s/ Roger W. Hillbrook
-------------------------------
Roger W. Hillbrook
Vice President/Corporate Broker
Date: 7/19/04
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