EX-10.43
SECOND AMENDMENT TO LEASE
This Second Amendment (the "SECOND AMENDMENT") to Lease is made as of
November 1, 2000, by and between ARE-10933 NORTH TORREY PINES, LLC, a Delaware
limited liability company, having an address at 135 North Los Robles Avenue,
Suite 250, Pasadena, California 91101 ("LANDLORD"), and IDEC Pharmaceuticals
Corporation, a Delaware corporation, having an address at 11011 Torreyana Road,
San Diego, California 92121 ("TENANT").
RECITALS
A. Landlord and Tenant have entered into that certain Lease
Agreement dated as of June 24, 1999, as amended by that certain First Amendment
to Lease dated as of September 12, 2000 (as so amended, the "LEASE"), wherein
Landlord leased to Tenant certain premises (the "PREMISES") located at 3010
Science Park Road, San Diego, California and legally described on EXHIBIT A
attached thereto, and more particularly described in the Lease. Capitalized
terms used herein without definition shall have the meanings defined for such
terms in the Lease.
B. Tenant desires to lease the balance of the Building (the
"REMAINING SPACE") and Landlord is willing to lease such Remaining Space on the
terms and conditions set forth herein.
C. Landlord and Tenant desire to amend the Lease to, among other
things, add the Remaining Space to the Premises demised under the Lease and to
provide for the improvement of such Remaining Space.
AGREEMENT
Now, therefore, the parties hereto agree that the Lease is amended as
follows:
1. PREMISES. Effective as of November 1, 2000, the Premises
demised under the Lease are hereby expanded to include the Remaining Space,
consisting of three suites (each a "SUITE") containing an aggregate, for all
purposes of the Lease, of 29,748 rentable square feet ("RSF"), as follows:
Suite A 9,618 RSF located on the 2nd floor of the Building
and depicted on EXHIBIT B-2, attached hereto and
incorporated herein by this reference
Suite B 10,214 RSF located on the 1st floor of the Building
and depicted on EXHIBIT B-1, attached hereto and
incorporated herein by this reference
Suite C 9,916 RSF located on the 1st floor of the Building
and depicted on EXHIBIT B-1, attached hereto and
incorporated herein by this reference
Following the addition of all of the Remaining Space, the Rentable Area of the
Project will be 182,690 RSF, the total Premises demised under the Lease will be
74,557 RSF, Tenant's Share of the Building will 100% and the Building's Share of
the Project will be 40.81%. The prorata share of each Suite added to the
Premises will be 12.90%, 13.70% and 13.30% of the Building for Suite A, Suite B
and Suite C, respectively.
2. RENT. Base Rent for the Remaining Space as of the date hereof
shall be $2.37 per month per RSF, which amount shall be subject to periodic
adjustment when and as provided in the Lease; provided, however, that Tenant's
obligation to pay Base Rent and Additional Rent on the Remaining Space shall be
abated until the earlier of (x) Tenant's use of any Suite for any purpose in the
conduct of Tenant's business ("OCCUPANCY") (provided that the installation and
testing of
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Tenant's fixtures shall not constitute the conduct of business), or (y) the
satisfaction of the conditions described in clauses (ii) through (iv) of Section
3 hereof.
3. RENT COMMENCEMENT. Tenant may Occupy the three Suites
comprising the Remaining Space in such order as Tenant shall elect, provided
however, that (i) Occupancy of any portion of a Suite shall constitute Occupancy
of all of such Suite for purposes of the Lease and this Second Amendment, (ii)
if no Suite is Occupied on or before June 1, 2001, rent shall commence on Suite
A on June 1, 2001, and shall continue until the earliest of (A) Occupancy of a
Suite on or before August 1, 2001, (B) Occupancy of two Suites on or before
December 1, 2001, or (C) the expiration or earlier termination of the Lease,
(iii) if less than two Suites are Occupied on or before August 1, 2001, rent
shall commence on Suite B (or if Suite B is Occupied, Suite C) on August 1,
2001, and shall continue until the earlier of (D) Occupancy of two Suites on or
before December 1, 2001, or (E) the expiration or earlier termination of the
Lease, and (iv) if less than three Suites are Occupied on or before December 1,
2001, rent shall commence on the remaining Suite on December 1, 2001, and shall
continue until the expiration or earlier termination of the Lease. Upon the
satisfaction of the conditions described in clauses (A), (B) or (D) of the
preceding sentence, rent shall be based on the Suite(s) so Occupied.
Notwithstanding the foregoing, any Landlord Delay, as defined below, shall
extend the dates set forth in clauses (A), (B) and (D) of the preceding sentence
above, as applicable, on a day-for-day basis. "LANDLORD DELAY" shall mean any
delay, beyond the periods permitted under the Work Letter, for Landlord to give
or withhold its approval of any matter requiring Landlord's review and approval.
4. IMPROVEMENT OF REMAINING SPACE. Landlord shall provide a
Tenant Improvement Allowance of $100.00 per RSF of the Remaining Space, less the
cost per RSF applied to the central plant (the "CENTRAL PLANT COSTS") (such
amount, less the Central Plant Costs, the "TI ALLOWANCE"). The Central Plant
Costs shall be determined upon the final reconciliation of the tenant
improvement costs for the portion of the Building initially demised under the
Lease. Such TI Allowance shall be used to improve the Remaining Space as
described in the Work Letter attached hereto as EXHIBIT C.
5. PERMITTED USE. Tenant may, as a Permitted Use, elect to use a
portion of the Building of Tenant's selection, not to exceed 21,000 square feet,
for clinical manufacturing.
6. USE. Section 7 of the Lease is hereby modified with respect to
any Suite used for clinical manufacturing as follows: In the sentence in such
section which states "Tenant shall not place any equipment weighing 500 pounds
or more in or upon the Premises or transport or move such items through the
Common Areas or in the Building elevators without the prior written consent of
Landlord, which shall not be unreasonably withheld or delayed" the figure 500
shall be replaced by the figure 1,000.
7. MISCELLANEOUS.
(a) This Second 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 Second Amendment may be amended only by an agreement
in writing, signed by the parties hereto.
(b) This Second 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 Second 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
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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 Second 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 other than John Burnham &
Company, and that no Broker other than John Burnham & Company, who
shall be paid by Landlord pursuant to a separate Agreement, brought
about this transaction. Landlord and Tenant each hereby agree to
indemnify and hold the other harmless from and against any claims by
any Broker other than John Burnham & Company claiming a commission or
other form of compensation by virtue of having dealt with Tenant or
Landlord, as applicable, with regard to this leasing transaction.
(e) Except as amended and/or modified by this Second
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 Second Amendment. In the event of any conflict
between the provisions of this Second Amendment and the provisions of
the Lease, the provisions of this Second Amendment shall prevail.
Whether or not specifically amended by this Second 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 Second
Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the day and year First above written.
TENANT:
IDEC PHARMACEUTICALS CORPORATION,
a Delaware corporation
By: /s/ Phillip Schneider
--------------------------------------
Its: SVP
LANDLORD:
ARE-10933 NORTH TORREY PINES, LLC, a
Delaware limited liability company
By: ALEXANDRIA REAL ESTATE EQUITIES, INC.,
a Maryland corporation, managing
member
By: /s/ Vincont R. Ciruzzi
----------------------------------
Its: Senior Vice President
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EXHIBIT A
LEGAL DESCRIPTION OF PROJECT
Lot 1 of Torrey Pines Science Park Unit No. 1 in the City of San Diego, County
of San Diego, State of California, according to Map thereof No. 6229, filed in
the Office of the County Recorder of San Diego County on November 21, 1968.
EXHIBIT B-1
THE PREMISES
[FLOOR PLAN]
EXHIBIT B-2
THE PREMISES
[FLOOR PLAN]
EXHIBIT C
WORK LETTER
THIS WORK LETTER dated as of November 1,2000 (this "WORK LETTER") is
made and entered into by and between ARE-10933 NORTH TORREY PINES, LLC, a
Delaware limited liability company ("LANDLORD"), and IDEC PHARMACEUTICALS
CORPORATION, a Delaware corporation ("TENANT"), and is attached to and made a
part of the Second Amendment to Lease dated November 1,2000 (the "SECOND
AMENDMENT"), by and between Landlord and Tenant. Any initially capitalized terms
used but not defined herein shall have the meanings given them in the Second
Amendment.
1. GENERAL REQUIREMENTS
(a) TENANT'S AUTHORIZED REPRESENTATIVE. Tenant designates Paul
Draper and Robert F. Dilworth collectively, "TENANT'S REPRESENTATIVE")
as the only persons authorized to act for Tenant pursuant to this Work
Letter. Landlord may rely and act on, without further inquiry of any
kind, any written request, approval, inquiry or other communication
('COMMUNICATION') from or on behalf of Tenant in connection with this
Work Letter given by either Tenant's Representative. Tenant's
Representative may be contacted at the voice, facsimile and pager
telephone numbers and e-mail addresses set forth on Schedule C-1,
attached hereto and incorporated herein by this reference. When
Landlord has attempted to contact Tenant's Representative by each of
such means, Landlord shall have no further obligation of any kind to
attempt to locate either Tenant's Representative or Tenant with respect
to any Communication under this Work Letter. Tenant may change Tenant's
Representatives or any telephone number or e-mail address set forth on
Schedule C-1 at any time upon not less than 5 business days advance
written notice to Landlord. No period set forth herein for any approval
of any matter by Tenant's Representative shall be extended by reason of
any change in Tenant's Representative. Neither Tenant nor Tenant's
Representative shall be authorized to direct Landlord's contractors in
the performance of Landlord's Work (as hereinafter defined).
(b) LANDLORD'S AUTHORIZED REPRESENTATIVE. Landlord designates
Vincent Ciruzzi and Gregory Margritz collectively, ("LANDLORD'S
REPRESENTATIVE") as the only person authorized to act for Landlord
pursuant to this Work Letter. Tenant shall not be obligated to respond
to or act upon any request, approval, inquiry or other Communication
from or on behalf of Landlord in connection with this Work Letter
unless such Communication is in writing from Landlord's Representative.
Landlord's Representative may be contacted at the voice, facsimile and
pager telephone numbers and e-mail addresses set forth on Schedule C-2,
attached hereto and incorporated herein by this reference. When Tenant
has attempted to contact Landlord's Representative by each of such
means, Tenant shall have no further obligation of any kind to attempt
to locate Landlord's Representative or Landlord with respect to any
Communication under this Work Letter. Landlord may change Landlord's
Representatives or any telephone number or e-mail address set forth on
Schedule C-2 at any time upon not less than 5 business days advance
written notice to Tenant. No period set forth herein for any approval
of any matter by Landlord's Representative shall be extended by reason
of any change in Landlord's Representative.
(c) ARCHITECTS, CONSULTANTS AND CONTRACTORS. Landlord and
Tenant hereby acknowledge and agree that the general contractor for the
Tenant Improvements shall be DPR Construction. Tenant, shall select the
architect (the "TI ARCHITECT") and the subconsultants for the Tenant
Improvements, subject to Landlord's approval, which approval shall not
be unreasonably withheld, conditioned or delayed.
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2. TENANT IMPROVEMENTS.
(a) TENANT IMPROVEMENTS DEFINED. As used herein, "TENANT
IMPROVEMENTS" shall mean all improvements to each of the three Suites
(as defined in the Second Amendment) desired by Tenant of a fixed and
permanent nature. Other than funding the TI Allowance (as defined
below) as provided herein, Landlord shall not have any obligation
whatsoever with respect to the finishing of the Suites for Tenant's use
and occupancy.
(b) TENANT'S SPACE PLANS. Tenant shall deliver to Landlord
schematic drawings and outline specifications (the "TI DESIGN
DRAWINGS") detailing Tenant's requirements for the Tenant Improvements
for any Suite not less than within 60 business days before the date
Tenant proposes to commence construction of such Tenant Improvements.
Not more than 5 business days thereafter, Landlord shall deliver to
Tenant Landlord's reasonable written objections, questions or comments
of Landlord with regard to such TI Design Drawings. Tenant shall cause
the TI Design Drawings to be revised to address such written comments
and shall resubmit said drawings to Landlord for approval within 10
business days thereafter. Such process shall continue until Landlord
has approved the TI Design Drawings. In no event shall Landlord have
the right to direct upgrades in the quality (above the generic
Laboratory standard of Tenant's improvements in its facility at 11011
Torreyana Road, San Diego, California) or quantity (other than to
comply with any Legal Requirement) of any of the materials or equipment
to be installed in connection with the Tenant Improvements, nor shall
any such changes adversely affect the safety or quality of the Tenant
Improvements.
(c) WORKING DRAWINGS. Not less than 30 business days prior to
Tenant's commencement of construction of the Tenant Improvements for
such Suite, Tenant shall cause the TI Architect to prepare and deliver
to Landlord for review and comment construction plans, specifications
and drawings for the Tenant Improvements for such Suite ("TI
CONSTRUCTION DRAWINGS"), which TI Construction Drawings shall be
prepared substantially in accordance with the TI Design Drawings for
such Suite. Tenant shall be solely responsible for ensuring that the TI
Construction Drawings reflect Tenant's requirements for the Tenant
Improvements for such Suite. Landlord shall deliver its written
comments on such TI Construction Drawings to Tenant not later than 7
business days after Landlord's receipt of the same; provided, however,
that Landlord may not disapprove any matter that is consistent with the
TI Design Drawings for such Suite. Tenant and the TI Architect shall
consider all such comments in good faith and shall, within 10 business
days after receipt, notify Landlord how Tenant proposes to respond to
such comments. Any disputes in connection with such comments shall be
resolved in accordance with Section 3(d) hereof. Provided that the
design reflected in such TI Construction Drawings is consistent with
the TI Design Drawings for such Suite, Landlord shall approve the TI
Construction Drawings submitted by Tenant. Once approved by Landlord,
subject to the provisions of Section 3(d) below, Tenant shall not
materially modify the TI Construction Drawings except as may be
reasonably required in connection with the issuance of the TI Permit
(as defined in Section 4(b) below).
(d) DISPUTE RESOLUTION. Upon any dispute regarding the design
of the Tenant Improvements for any Suite which is not settled within 10
business days after notice of such dispute is delivered by one party to
the other, Tenant shall make the final decision regarding the design of
such Tenant Improvements, provided Tenant acts reasonably and such
final decision is either consistent with or a compromise between
Landlord's and Tenant's positions with respect to such dispute,
provided further that all costs and expenses resulting from any such
decision by Tenant shall be payable as a TI Cost. Any changes to the TI
Construction Drawings for any Suite following Landlord's and Tenant's
approval of same requested by Tenant shall be processed as provided in
Section 5 hereof.
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3. PERFORMANCE OF TENANT'S WORK
(a) DEFINITION OF TENANT'S WORK. As used herein, "TENANT'S
WORK" shall mean the work of constructing the Tenant Improvements for
each Suite.
(b) COMMENCEMENT AND PERMITTING OF TENANT'S WORK. Tenant shall
not commence construction of the Tenant Improvements for each Suite
until it has obtained a building permit (the "TI PERMIT") authorizing
the construction of such Tenant Improvements consistent with the TI
Construction Drawings approved by Landlord for such Suite. The cost of
obtaining the TI Permit shall be payable as a TI Cost of such Suite.
Landlord shall, upon Tenant's request, assist Tenant in obtaining the
TI Permit.
(c) SELECTION OF MATERIALS, ETC. Where more than one type of
material or structure is indicated on the TI Construction Drawings
approved by Tenant and Landlord, the option will be within Tenant's
reasonable discretion.
4. CHANGES. Any changes requested by Tenant to the Tenant Improvements
for a Suite after the delivery and approval by Landlord of the TI Design
Drawings for such Suite, shall be requested and instituted in accordance with
the provisions of this Section and shall be subject to the written approval of
Landlord, such approval not to be unreasonably withheld, conditioned or delayed.
(a) TENANT'S RIGHT TO REQUEST CHANGES. If Tenant shall request
changes ("CHANGES") to the Tenant Improvements for any Suite, Tenant
shall request such Changes by notifying Landlord in writing in
substantially the same form as the AIA standard change order form (a
"CHANGE REQUEST"), which Change Request shall detail the nature and
extent of any such Change. Tenant's Representative must sign such
Change Request. Landlord shall review and approve or disapprove such
Change Request within 5 business days thereafter, provided that
Landlord's approval shall not be unreasonably withheld, conditioned or
delayed.
(b) IMPLEMENTATION OF CHANGES. If Landlord approves such
Change and Tenant deposits with Landlord any Excess TI Costs (as
defined below) required in connection with such Change, Tenant may
cause the approved Change to be instituted.
5. COSTS
(a) BUDGET FOR TENANT IMPROVEMENTS. Before the commencement of
construction of the Tenant Improvements for any Suite, Tenant shall
obtain a detailed breakdown, by trade, of the costs incurred or which
will be incurred, in connection with the design and construction of
such Tenant Improvements (the "BUDGET"). The Budget shall be based upon
the TI Construction Drawings approved by Landlord for such Suite and
shall include a payment to Landlord of administrative rent
("ADMINISTRATIVE RENT") equal to 1.5% of the TI Costs (as hereinafter
defined), for monitoring and inspecting the construction of such Tenant
Improvements, which sum shall be payable as a TI Cost for such Suite;
provided that such Administrative Rent shall not exceed $15,000 in the
aggregate for any Suite used for clinical manufacturing, as permitted
pursuant to Section 5 of the Second Amendment. Such Administrative Rent
shall include, without limitation, all out-of-pocket costs, expenses
and fees incurred by or on behalf of Landlord, including the cost of
any overhead, arising from, out of, or in connection with, such
monitoring of the construction of the Tenant Improvements, regardless
whether Landlord's actual costs and expenses exceed such Administrative
Rent. If the Budget is greater than the TI Allowance for such Suite,
Tenant shall make the deposit
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described in Section 5(d) hereof, for disbursement by Landlord as
described in such Section 5(d).
(b) TI ALLOWANCE. Landlord shall provide to Tenant a tenant
improvement allowance for each Suite ("TI ALLOWANCE") as provided in
the Second Amendment. Such TI Allowances shall be disbursed in
accordance with this Work Letter.
(c) COSTS PAYABLE WITH TI ALLOWANCE. The TI Allowance shall be
used solely for the payment of design and construction costs in
connection with the construction of the Tenant Improvements, including,
without limitation, the cost of preparing the TI Design Drawings and
the TI Construction Drawings, all costs set forth in the Budget
(including Landlord's Administrative Rent) and the cost of Changes
(collectively, "TI COSTS"). Notwithstanding anything to the contrary
contained herein, the TI Allowance shall not be used to purchase any
furniture, personal property or other non-building system materials or
equipment not incorporated into the Improvements, including, without
limitation, biological safety cabinets and other scientific equipment
not incorporated into the Improvements.
(d) EXCESS TI COSTS. It is understood and agreed that Landlord
is under no obligation to bear any portion of the cost of any of the
Tenant Improvements for any Suite, except to the extent of the TI
Allowance for such Suite. Tenant shall pay all TI Costs, subject to
Landlord's reimbursement for Landlord's Share of such TI Costs pursuant
to Section 5(d). "LANDLORD'S SHARE" of any payment by Tenant of TI
Costs for any Suite shall be equal to the amount of such payment,
multiplied by a fraction, the numerator of which is the TI Allowance
for such Suite and the denominator of which is the TI Costs for such
Suite.
(e) PAYMENT FOR TI COSTS. Landlord shall reimburse Tenant for
Landlord's Share of any TI Costs paid by Tenant once a month on a Suite
by Suite basis against a draw request in Landlord's standard form,
containing such certifications, lien waivers, inspection reports and
other matters as Landlord reasonably requires, to the extent of
Landlord's approval thereof for payment, no later than 30 days
following receipt of such draw request. Upon completion of the Tenant
Improvements for any Suite, Tenant shall deliver to Landlord: (i) sworn
statements setting forth the names of all contractors and
subcontractors who did the work and final lien waivers from all such
contractors and subcontractors; and (ii) "as built" plans for the
Tenant Improvements for such Suite.
6. MISCELLANEOUS
(a) CONSENTS. Whenever consent or approval of either party is
required under this Work Letter, that party shall not unreasonably
withhold, condition or delay such consent or approval, except as may be
expressly set forth herein to the contrary.
(b) MODIFICATION. No modification, waiver or amendment of this
Work Letter or of any of its conditions or provisions shall be binding
upon Landlord or Tenant unless in writing signed by Landlord and
Tenant.
(c) COUNTERPARTS. This Work Letter may be executed in any
number of counterparts but all counterparts taken together shall
constitute a single document.
(d) GOVERNING LAW. This Work Letter shall be governed by,
construed and enforced in accordance with the internal laws of the
state in which the Premises are located, without regard to choice of
law principles of such State.
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(e) TIME OF THE ESSENCE. Time is of the essence of this Work
Letter and of each and all provisions thereof.
(f) DEFAULT. Notwithstanding anything set forth herein or in
the Lease to the contrary, Landlord shall not have any obligation to
perform any work hereunder or to fund any portion of the TI Allowance
during any period Tenant is in Default under the Lease.
(g) SEVERABILITY. If any term or provision of this Work Letter
is declared invalid or unenforceable, the remainder of this Work Letter
shall not be affected by such determination and shall continue to be
valid and enforceable.
(h) MERGER. All understandings and agreements, oral or
written, heretofore made between the parties hereto and relating to
Tenant's Work are merged in this Work Letter, which alone (but
inclusive of provisions of the Lease incorporated herein and the final
approved constructions drawings and specifications prepared pursuant
hereto) fully and completely expresses the agreement between Landlord
and Tenant with regard to the matters set forth in this Work Letter.
(i) ENTIRE AGREEMENT. This Work Letter is made as a part of
and pursuant to the Second Amendment and the Lease and, together with
the Second Amendment and the Lease, constitutes the entire agreement of
the parties with respect to the subject matter hereof. This Work Letter
is subject to all of the terms and limitation set forth in the Lease,
and neither party shall have any rights or remedies under this Work
Letter separate and apart from their respective remedies pursuant to
the Lease.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Work Letter
to be effective on the date first above written.
TENANT:
IDEC PHARMACEUTICALS CORPORATION,
a Delaware corporation
By: Phillip Schneider
-----------------------------
Its: SVP
LANDLORD:
ARE-10933 NORTH TORREY PINES, LLC, a
Delaware limited liability company
By: ALEXANDRIA REAL ESTATE EQUITIES, INC.,
a Maryland corporation, managing
member
By: /s/ Vincent R. Ciruzzi
----------------------------------
Its: Senior Vice President
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SCHEDULE C-1 TO WORK LETTER
TENANT'S AUTHORIZED REPRESENTATIVES
Paul Draper
IDEC Pharmaceuticals Corporation
3030 Callan Road
San Diego, CA 92121
Phone: (858) 431-8764
Fax: (858) 431-8892
E-Mail: pdraper@idecpharm.com
Robert F. Dilworth
Coronado Assets, Inc.
34 Blue Anchor Cays Road
Coronado, CA 92118
Phone: (619)575-4570
Fax: (619)575-7352
E-Mail: bobdilworth@earthlink.net
SCHEDULE C-2 TO WORK LETTER
LANDLORD'S AUTHORIZED REPRESENTATIVES
Vincent R. Ciruzzi
c/o Alexandria Real Estate Equities, Inc.
9820 Willow Creek Road, Suite 440
San Diego, CA 92131
Phone: (858) 530-8190
Fax: (858) 530-8191
E-Mail: vciruzzi@labspace.com
Gregory Margritz
c/o Alexandria Real Estate Equities, Inc.
9820 Willow Creek Road, Suite 440
San Diego, CA 92131
Phone: (858) 530-8190
Fax: (858) 530-8191
E-Mail: gmarqritz@labspace.com