1
EXHIBIT 10.103
EIGHTH AMENDMENT TO STANDARD INDUSTRIAL LEASE MULTI-TENANT
THIS EIGHTH AMENDMENT TO STANDARD INDUSTRIAL LEASE MULTI-TENANT (this
"Eighth Amendment") is made and entered into as of November 18, 1998, by and
between SHELTON INTERNATIONAL HOLDINGS, INC., a Hawaii corporation, formerly
known as Shelton Properties, Inc., a Hawaii corporation ("Lessor"), and AXYS
PHARMACEUTICALS INC., a Delaware corporation, successor in interest to Arris
Pharmaceutical Corporation, a Delaware corporation ("Lessee").
RECITALS
A. Lessor, as "Lessor", and Lessee, as "Lessee", are parties to that
certain Standard Industrial Lease-Multi-Tenant dated October 15, 1992 and First
Addendum to Standard Industrial Lease, Second Addendum to Standard Industrial
Lease and Third Addendum to Standard Industrial Lease (collectively, the
"Original Lease"), as amended by (i) that certain Amendment No. 1 dated as of
December 29, 1992, (ii) Second Amendment to Lease Agreement dated as of August
1, 1993, (iii) Third Amendment to Lease dated as of March 29, 1994, (iv) Fourth
Amendment to Lease Agreement dated as of October 1, 1994, (v) Fifth Amendment to
Lease Agreement dated as of August 28, 1995, (vi) Sixth Amendment to Lease
Agreement dated as of March 27, 1996, and (vii) Seventh Amendment to Standard
Industrial Lease Multi-Tenant dated as of February 13, 1998 (the Original Lease,
as so amended, is referred to herein as the "Lease"), respecting certain
"Premises" (as more particularly described in the Lease) commonly known as 385
Oyster Point Boulevard, Units 1, 3, 4, 5, 6, 11, 12, 13 and 14, South San
Francisco, California 94080 (collectively, the "Premises"). All initial
capitalized terms used herein but not herein defined shall have the meaning
ascribed to such terms in the Lease.
B. Lessor and Lessee now desire to enter into this Eighth Amendment to
amend the Lease to provide for (i) the expansion of the Premises leased pursuant
to the Lease to include certain "Additional Premises" (as hereinafter defined);
and (ii) the extension of the term of the Lease so as to expire upon October 31,
2002, all upon the terms and subject to the conditions more particularly set
forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Lessor and Lessee agree as follows:
1. (a) As of the "Additional Premises Commencement Date" (as hereinafter
defined), the Premises leased pursuant to the Lease shall include both the
existing Premises (as described in Recital A above) plus that certain space
containing approximately 2,700 square feet of floor area commonly known as 385
Oyster Point Boulevard, Unite 10 (the "Additional Premises"). The Additional
Premises shall be leased by Lessee pursuant hereto in an "AS IS", "WHERE IS"
condition, the parties hereby agreeing and acknowledging that neither Lessor nor
any of Lessor's employees, agents, representatives or contractors has made any
representations or warranties to Lessee as to the Additional Premises, its
condition or use by Lessee; excepting only that prior to the delivery of
possession of the Additional Premises, Lessor shall remove from the Additional
Premises (i) any personal property or debris left in the Additional Premises by
the existing tenant thereof upon the surrender of the Additional Premises by
such existing tenant and (ii) the temporary office improvements made by the
existing tenant of the Additional Premises located in the rear of the original
office area within the Additional premises (the parties agreeing that Lessor's
obligation shall only include removal of temporary office improvements but not
improvements included as a part of such original office build out). As used
herein, the "Additional Premises Commencement Date" shall mean the later to
occur of December 1, 1998 or such date as Lessor delivers notice to Lessee that
the Additional Premises are available for occupancy by Lessee in the condition
required by this Eighth Amendment. The parties hereby acknowledge that the
Additional Premises are presently leased to and occupied by an existing tenant
and, accordingly, Lessor's ability to lease and deliver the Additional Premises
pursuant hereto is subject to the condition precedent that Lessor terminate such
existing tenant's lease and cause such existing tenant to vacate the Additional
Premises (the "Condition Precedent"). Lessor shall not be liable for any failure
to satisfy such Condition Precedent or any delay in the delivery of the
Additional Premises pursuant hereto, nor shall any such delay affect this Eighth
Amendment, except, however, that if such Condition Precedent is not satisfied by
February 1, 1999, then, notwithstanding anything to the contrary contained in
this Eighth Amendment, either party shall have the right to elect, by written
notice
2
delivered to the other party prior to the satisfaction of the Condition
Precedent, to nullify and terminate this Eighth Amendment, in which event this
Eighth Amendment shall be of no force or effect and neither party shall have any
right, obligation or liability hereunder.
(b) Lessee's lease of the Additional Premises from and after the
Additional Premises Commencement Date pursuant hereto shall be for a term
co-terminous with the lease of the remainder of the Premises and shall otherwise
be subject to all the terms and conditions of the Lease then applicable to the
remainder of the Premises subject to the following:
(i) The term of the Lease of the Premises (including the
Additional Premises) is hereby extended to expire upon October 21, 2002.
(ii) Base Rent payable under the Lease from and after the
Additional Premises Commencement Date shall be as follows: from the Additional
Premises Commencement Date through and including August 31, 1999, Base Rent
shall equal $50,635.32 per month (being the sum of $48,016.32 per month
allocable to the Premises other than the Additional Premises plus $2,619.00 per
month allocable to the Additional Premises); from September 1, 1999 through and
including August 31, 2000, Base Rent shall equal $52,663.98 per month; from
September 1, 2000 through and including August 31, 2001, Base Rent shall equal
$54,769.46 per month; and from September 1, 2001 through and including October
31, 2002, Base Rent shall equal $56,960.24 per month.
(iii) The Additional Premises shall be deemed for all
purposes of the Lease (as hereby amended) to contain 2,700 square feet of floor
area, such that from and after the Additional Premises Commencement Date, the
Premises (including both the original Premises describe in Recital A above and
the Additional Premises) shall be deemed to contain 52,200 square feet of floor
area, and Lessee's Share of Real Property Taxes shall be deemed to be 12.923%
and Lessee's Share of Operating Expenses shall be deemed to be 12.923%.
(iv) From and after the Additional Premises Commencement
Date, the Security Deposit required of Lessee under the Lease shall be increased
to equal $56,139.54 and, accordingly, upon the Additional Premises Commencement
Date, Lessee shall deposit with Lessor the sum of $2,619.00 to increase the
Security Deposit to such required amount.
(v) Lessee shall not cause or permit the Additional
Premises to be integrated with, or metered jointly with, the remainder of the
Premises for purposes of utility and mechanical systems serving the Additional
Premises.
(c) Each party represents and warrants that it has had no
dealings with any real estate broker or agent in connection with the negotiation
of this Eighth Amendment or the lease of the Additional Premises by Lessee
pursuant hereto and that it knows of no real estate broker, agent or finder who
is or might be entitled to a commission or fee in connection with this Eighth
Amendment or the lease of the Additional Premises pursuant hereto. If either
party has dealt with any finder or real estate broker with respect to leasing or
renting the Additional Premises pursuant hereto, such party shall be solely
responsible for the payment of any fees due said finder or broker and shall
indemnify, defend and hold harmless the other party from and against any
liabilities, damages or claims with respect thereto, including, without
limitation, attorneys' fees and costs.
2. This Eighth Amendment may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same instrument.
3. Except as specifically amended by this Eighth Amendment, the Lease
shall continue in full force and effect. In the event of any conflict between
the provisions of the Lease and the provisions of this Eighth Amendment, the
provisions of this Eighth Amendment shall prevail.
IN WITNESS WHEREOF, Lessor and Lessee have entered into this Eighth
Amendment as of the date first written above.
3
LESSOR: LESSEE:
SHELTON INTERNATIONAL HOLDINGS, AXYS PHARMACEUTICALS, INC.,
INC., a Hawaii corporation a Delaware corporation
By: AMB INVESTMENT MANAGEMENT, INC., By: /s/ Frederick Ruegsegger
a Maryland corporation, -------------------------------
Its Investment Advisor Print Name: Frederick Ruegsegger
-----------------------
By: /s/ Gayle P. Starr Its: Sr. V.P. & CFO
--------------------------------- ------------------------------
Print Name: Gayle P. Starr
-------------------------
Its: Vice President
--------------------------------