EXHIBIT
10.1
SIXTH AMENDMENT TO LEASE
AGREEMENT
THIS SIXTH AMENDMENT (the
"SIXTH Amendment") is made and entered into as of September 21,
2017, by and between Exponent Realty, LLC, a Delaware limited liability company
("Landlord"), and Geron Corporation, a Delaware corporation ("Tenant").
Capitalized terms set forth herein and not otherwise expressly defined shall
have the meaning set forth in the Lease.
RECITALS
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A. |
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Landlord and Tenant
are parties to that certain Office Lease Agreement dated February 29, 2012
(the “Lease”),
the First Amendment dated
January 10, 2014 (the "First Amendment"), the Second Amendment dated January 31, 2014
(the "Second Amendment")
, the Third Amendment dated
February 27, 2014 (the "Third Amendment"), the Fourth Amendment dated May 9th, 2014 (the "Fourth
Amendment”), and the Fifth
Amendment dated September 15, 2015 (the "Fifth Amendment”). Collectively, the Lease, First Amendment,
Second Amendment, Third Amendment, Fourth Amendment, and Fifth Amendment
are referred to herein as the “Lease”. Pursuant to
the Fifth Amendment, Landlord has leased to Tenant (i) space currently
containing approximately 14,485 rentable square feet as set forth on
EXHIBIT A to the Fifth Amendment (the "Premises") on the second floor of
the building, known as suite 2070, located at 149 Commonwealth Dr., Menlo
Park, CA 94025 (the "Building"). |
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B. |
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The Lease, by its
terms, is due to expire on January 31, 2018 (the "Termination
Date"), and the parties now
desire to extend the lease term on the following terms and
conditions. |
AGREEMENT
NOW,
THEREFORE, in consideration of
the above recitals which by this reference are incorporated herein, the mutual
covenants and conditions contained herein and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
agree as follows:
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1. |
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Rentable Area
(approximate). The
Rentable Area set forth in section C.2a. of the BASIC LEASE PROVISIONS in the Information Sheet is hereby changed
to read: |
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C.2.a. Rentable Area. |
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The Rentable Area
shall consist of 14,485 rentable square feet, consisting of the suite
commonly known as Suite 2070, as set forth in Exhibit A to this SIXTH
Amendment. |
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2. |
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Amendment Term. The Lease Term set
forth in section C.3 of the BASIC LEASE PROVISIONS in the Information Sheet is hereby amended to add the SIXTH
Amendment Term, as follows: |
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C.3. SIXTH Amendment
Term: Two years (2)
commencing on at 12:01 a.m. February 1, 2018 (the
“SIXTH Amendment Term
Commencement Date”) and
ending at 12:00 p.m. on January 31, 2020 (the “Expiration Date”). |
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3. |
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Commencement
Date. The Commencement
date set forth in section C.4 of the BASIC LEASE PROVISIONS in the Information Sheet is hereby changed
to add the SIXTH Amendment Term Commencement Date: |
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C.4. SIXTH Amendment Term
Commencement Date February
1, 2018. |
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4. |
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Tenant's
Building Percentage. Effective on the SIXTH Amendment Term Commencement Date, the
Tenant's BuildingPercentage set forth in section C.5 of the
BASIC LEASE PROVISIONS
is hereby changed to
read: |
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C.5. Tenant’s Building
Percentage: |
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Tenant’s Building
Percentage shall be Nine and forty-two hundredth percent
(09.42%) |
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5. |
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Base Rent. The
Base Rent set forth in section C.6 of the BASIC LEASE PROVISIONS is
hereby changed according to the following schedule: |
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Period |
Rentable |
Monthly |
Monthly |
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Square Feet |
Rate Per |
Base
Rent |
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RSF |
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February 1, 2018
to January 31, 2019 |
14,485 |
$3.91 |
$56,636.35 |
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February 1, 2019
to January 31, 2020 |
14,485 |
$4.03 |
$58,374.55 |
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6. |
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Option To Extend. The
Conditions to Exercise of Options set forth in section 4. E.(i) and 4.E(ii) of the LEASE
shall be changed upon the SIXTH Amendment Term Commencement Date to read: |
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4.E(i)
Conditions to Exercise of Option. Provided that Tenant is not in default under this Lease at the time
of exercise of the option to extend or at the commencement of the exercise
term, Tenant shall have the right to extend the Term of the Lease for one
additional period of two (2) years (the “Seventh Extension Term”) commencing at 12:01a.m. on February 1, 2020 and expiring at
12:00p.m. on January 31, 2022. |
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4.E(ii) Notice of
Exercise. If Tenant elects to extend
this Lease for the Seventh Extension Term, Tenant shall deliver written
notice (“Exercise Notice”)
of its exercise of the option to
extend to Landlord not earlier than 180 days and not less than 150 days
prior to the SIXTH Amendment Expiration Date. Tenant’s failure to deliver
the Exercise Notice in a timely manner shall be deemed a waiver of
Tenant’s rights to extend the Term of the Lease. |
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7. |
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Rent. Paragraph 5.E. (i) of
the Lease is hereby amended to add the following
sentence: |
“The monthly Base rent
during the Seventh Extension Term shall increase by three percent (3%) per annum
as set forth in the following schedule:
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Period |
Rentable |
Monthly |
Monthly |
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Square Feet |
Rate Per |
Base
Rent |
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RSF |
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February 1, 2020
to
January 31, 2021 |
14,485 |
$4.15 |
$60,112.75 |
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February 1, 2021
to January
31,
2022 |
14,485 |
$4.27 |
$61,850.95 |
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8.1 |
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This SIXTH Amendment, which is hereby
incorporated into and made a part of the Lease, sets forth the entire
agreement between the parties with respect to the matters set forth
herein. There have been no additional oral or written representations or
agreements. Under no circumstances shall Tenant be entitled to any further
Rent abatement, improvement allowance, leasehold improvements, or other
work to the Premises, or any similar economic incentives that may have
been provided Tenant in connection with entering into the Lease, unless
specifically set forth in this SIXTH Amendment. Tenant may disclose the
terms and conditions of the Lease, as amended by this SIXTH Amendment, if
required by applicable law which shall include the requirements of the
United States Securities and Exchange Commission. |
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8.2 |
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Except as herein modified or amended, the
provisions, conditions and terms of the Lease shall remain unchanged and
in full force and effect. |
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8.3 |
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In the case of any inconsistency between the
provisions of the Lease, and this SIXTH Amendment, the provisions of this
SIXTH Amendment shall govern and control. |
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8.4 |
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Submission of this SIXTH Amendment by
Landlord is not an offer to enter into this SIXTH Amendment but rather is
a solicitation for such an offer by Tenant. Landlord shall not be bound by
this SIXTH Amendment until Tenant and Landlord have executed this SIXTH
Amendment and Landlord has delivered the same to
Tenant. |
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8.5 |
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Tenant hereby represents to Landlord that
Tenant has dealt with no real estate brokers or agents in connection with
this SIXTH Amendment. Tenant agrees to indemnify and hold Landlord, its
members, principals, beneficiaries, partners, officers, directors,
employees, mortgagee(s) and agents, and the respective principals and
members of any such real estate brokers or agents (collectively, the
"Landlord Related Parties")
harmless from all claims of
any real estate brokers or agents claiming to have represented Tenant in
connection with this SIXTH Amendment. Landlord hereby represents to Tenant
that Landlord has dealt with no real estate brokers or agents in
connection with this SIXTH Amendment. Landlord agrees to indemnify and
hold Tenant, its members, principals, beneficiaries, partners, officers,
directors, employees, and agents, and the respective principals and
members of any such real estate brokers or agents (collectively, the
"Tenant Related Parties")
harmless from all claims of
any real estate brokers or agents claiming to have represented Landlord in
connection with this SIXTH Amendment. |
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8.6 |
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Each signatory of this SIXTH Amendment
represents hereby that he or she has the authority to execute and deliver
the same on behalf of the party hereto for which such signatory is
acting. |
[SIGNATURES ARE ON
FOLLOWING PAGE]
IN WITNESS WHEREOF,
Landlord and Tenant have duly
executed this SIXTH Amendment as of the day and year first above
written.
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LANDLORD: |
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EXPONENT REALTY, L.L.C., |
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a
Delaware limited liability company |
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| Date:
09/21/2017 |
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By: /s/ Richard Schlenker |
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Name: |
Richard L.
Schlenker |
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Title: |
Executive Vice
President and |
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Chief Financial
Officer |
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TENANT: |
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GERON CORPORATION, |
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A Delaware corporation |
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| Date:
09/14/2017 |
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By: /s/ John A Scarlett |
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Name: |
John A. Scarlett,
M.D. |
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Title: |
Chief Executive
Officer |
EXHIBIT
A
PREMISES
