{"id":41741,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/501-chesapeake-drive-redwood-city-ca-sublease-cygnus-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"501-chesapeake-drive-redwood-city-ca-sublease-cygnus-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/501-chesapeake-drive-redwood-city-ca-sublease-cygnus-inc.html","title":{"rendered":"501 Chesapeake Drive (Redwood City, CA) Sublease &#8211; Cygnus Inc., Maxygen Inc., and Metropolitan Life Insurance Co."},"content":{"rendered":"<pre>                                    SUBLEASE\n                                    --------\n\n     THIS SUBLEASE (this \"Sublease\") is dated for reference purposes as of March\n30, 2001, and is made by and between CYGNUS, INC., a Delaware corporation\n(\"Sublandlord\"), and MAXYGEN, INC., a Delaware corporation (\"Subtenant\").\nSublandlord and Subtenant hereby agree as follows:\n\n     1. Recitals: This Sublease is made with reference to the fact that Seaport\n        --------\nCenter Venture Phase I, a California General Partnership, as landlord, and\nSublandlord, as tenant, are parties to that certain Lease dated September 27,\n1988 (\"Original Lease\"), and all Schedules, Riders (including Rider No. 1 to\nSeaport Center Standard Lease) and Exhibits thereto, as such Lease has been\namended by amendments dated May 15, 1992 (\"First Amendment\"), August 8, 1992\n(\"Second Amendment\") and June 9, 1998 (\"Third Amendment\") (herein collectively\nreferred to as the \"Master Lease\"), with respect to those certain \"Premises\"\nleased by Sublandlord as described in the Master Lease (herein referred to as\nthe \"Premises\"), which Premises constitute 32,038 square feet of space\nconsisting of two (2) buildings commonly known as 701 Galveston Street and 501\nChesapeake Drive, Redwood City, California, as more particularly described in\nthe Master Lease (collectively referred to as the \"Buildings\" and individually\nreferred to as a \"Building\"). Metropolitan Life Insurance Company, a New York\ncorporation (\"Master Landlord\"), is a successor-in-interest to Seaport Venture\nPhase I and is currently the landlord under the Master Lease. A copy of the\nMaster Lease is attached hereto as Exhibit \"A\" and Subtenant acknowledges\n                                   -----------\nreceipt thereof. Capitalized terms used and not defined herein shall have the\nmeaning ascribed to them in the Master Lease, whether or not such term is\nexpressly incorporated herein pursuant to Section 18(a) of this Sublease.\n\n     2. Subleased Premises: Subject to the terms and conditions of this\n        ------------------\nSublease, Sublandlord hereby subleases to Subtenant, and Subtenant hereby\nsubleases from Sublandlord, a portion of the Premises agreed by the parties to\nbe approximately 11,158 rentable square feet in the Building (the \"501\nBuilding\") commonly known as 501 Chesapeake Drive, Redwood City, California\n(whether or not actually 11,158 rentable square feet) as more particularly\ndescribed on Exhibit \"B\" attached hereto and incorporated herein by reference\n             -----------\n(the \"Subleased Premises\").\n\n     3.  Term:\n         ----\n\n         (a) Term; Early Access: The term (the \"Term\") of this Sublease shall be\n             ------------------\nfor the period commencing on the later of (a) May 1, 2001 or (b) the date of\nMaster Landlord's written consent to this Sublease (the \"Sublease Commencement\nDate\") and ending December 10, 2003, unless this Sublease is sooner terminated\npursuant to its terms or the Master Lease is sooner terminated for any reason\n(the \"Expiration Date\"). Subtenant shall have the right of access to the\nSubleased Premises during business hours, subject to all of the provisions of\nthis Sublease other than payment of Rent (as defined in Paragraph 4(a) below),\nat any time between the date of Master Landlord's written consent to this\nSublease and the Sublease Commencement Date solely for the purposes of\nperforming measurements and space planning, but not for any construction of\nalterations, provided that Subtenant shall give Sublandlord reasonable notice in\nadvance of accessing the Subleased Premises and shall not interfere with the\nactivities of\n\n                                        1\n\n\n\nSublandlord within the Subleased Premises or the activities of any tenant or\nother occupant of the 501 Building.\n\n         (b) Delay in Delivery and Acceptance; Termination: This Sublease shall\n             ---------------------------------------------\nnot be void or voidable nor shall Sublandlord be liable to Subtenant for any\nloss or damage by reason of delay in the Sublease Commencement Date or delay in\nSublandlord delivering possession of the Subleased Premises to Subtenant for any\nreason whatsoever; provided, however, that Rent shall abate until Sublandlord\ndelivers possession of the Subleased Premises to Subtenant and Subtenant shall\nhave the right to terminate this Sublease by written notice to Sublandlord if\nSublandlord does not deliver possession of the Subleased Premises within five\n(5) days after the Sublease Commencement Date. If Subtenant delivers such\nwritten notice of termination to Sublandlord within ten (10) days after the\nexpiration of said five (5) day period, neither Sublandlord nor Subtenant shall\nhave any further liability or obligation to the other under or by reason of this\nSublease except that Sublandlord shall return to Subtenant any prepaid Base Rent\nand Security Deposit received by Sublandlord. Subtenant has fully inspected the\nSubleased Premises and is satisfied with the condition thereof. Subtenant's\ntaking possession of the Subleased Premises shall be conclusive evidence that\nthe Subleased Premises were in good order and satisfactory condition when\nSubtenant took possession.\n\n     4.  Rent:\n         ----\n\n         (a) Base Rent: Commencing on the Sublease Commencement Date and\n             ---------\ncontinuing on the first (1st) day of each calendar month throughout the Term,\nSubtenant shall pay to Sublandlord base rent for the Subleased Premises in\nmonthly installments of Thirty Six Thousand Eight Hundred Twenty One Dollars and\n40\/100ths Dollars ($36,821.40) (\"Base Rent\"); provided, however, that Subtenant\nshall not be required to pay the installment of Base Rent due for the first full\ncalendar month of the Term. Base Rent, Additional Rent (as defined in Section\n4(b) below) and any other charge or sum payable by Subtenant pursuant to this\nSublease are collectively hereinafter referred to as \"Rent\". Base Rent shall be\npaid in advance on the Sublease Commencement Date and thereafter on or before\nthe first (1st) day of each month during the Term. Rent for any period during\nthe Term which is for less than one (1) full calendar month shall be a pro rata\nportion of the monthly installment based on a thirty (30) day month. Rent shall\nbe payable without notice or demand and without any deduction, offset,\ncounterclaim, or abatement, in lawful money of the United States of America.\nRent shall be paid directly to Sublandlord at Cygnus, Inc., 400 Penobscot Drive,\nRedwood City, California 94063, Attn: Finance Department, or such other address\nas may be designated in writing by Sublandlord.\n\n         (b) Additional Rent: Commencing on the Sublease Commencement Date and\n             ---------------\ncontinuing throughout the Term, Subtenant shall pay to Sublandlord as additional\nrent (\"Additional Rent\"):\n\n             (1) The following percentages (\"Subtenant's Share\") of the\nOperating Expenses (as defined below) payable by Sublandlord pursuant to the\nMaster Lease:\n\n                                        2\n\n\n\n\n         Type of Expense                                      Subtenant's Share\n         ---------------                                      -----------------\n         Building Operating Expenses for 501 Building             100%\n         Project Operating Expenses                               34.8%\n         Phase Operating Expenses                                 34.8%\n\n             (2) Thirty four and eight-tenths percent (34.8%) of all Utilities\n(as defined below) payable by Sublandlord with respect to the Project and Phase\nI, plus one hundred percent (100%) of the Utilities, if any, payable by\nSublandlord with respect to the 501 Building.\n\n         (c) Definition of Operating Expenses and Utilities: As used in this\n             ----------------------------------------------\nSublease, Operating Expenses shall mean those \"operating expenses\" (including,\nwithout limitation, \"Building Operating Expenses\", \"Project Operating Expenses\",\nand \"Phase Operating Expenses\") as defined and described in Paragraph 7 of the\nOriginal Lease and Section 6 of the Third Amendment; provided, however, that\nOperating Expenses shall not include any Building Operating Expenses (as defined\nin Section 6(v) of the Third Amendment) attributable to any specific Building\nother than the 501 Building (unless they constitute Phase Operating Expenses).\nAs used in this Sublease, Utilities shall mean the \"utilities\" as defined and\ndescribed in Paragraph 8 of the Original Lease, Section 6(c) of the Second\nAmendment and Section 7 of the Third Amendment; provided, however, that\nUtilities shall not include any utilities separately metered to the Subleased\nPremises or any utilities attributable to any specific Building other than the\n501 Building (unless they constitute Phase Operating Expenses).\n\n         (d) Operating Expenses Based on Master Landlord Statements:\n             ------------------------------------------------------\nNotwithstanding Sections 4(b) or (c) above, the parties acknowledge that Master\nLandlord currently bills Sublandlord for Operating Expenses on a lump sum basis\n(i.e., without itemizing the Operating Expenses). Notwithstanding anything to\nthe contrary in Sections 4(b) or (c) above, the parties agree that so long as\nthe Master Landlord bills Sublandlord on a lump sum basis, Subtenant shall pay\nto Sublandlord as Additional Rent thirty four and eight-tenths percent (34.8%)\nof the amount for Operating Expenses shown on the billing statement received by\nSublandlord from Master Landlord, subject to annual adjustments necessitated by\nthe annual reconciliation of operating expenses by Master Landlord pursuant to\nthe Master Lease. Sublandlord and Subtenant agree that should Master Landlord at\nany time during Term of this Sublease provide Sublandlord with a breakdown of\nthe Operating Expenses that specifically allocates such expenses to Building\nOperating Expenses, Project Operating Expenses or Phase Operating Expenses or a\nbreakdown of the Utilities that specifically allocates such Utilities to\nBuilding Utilities, Project Utilities, or Phase Utilities, then Subtenant shall\npay Subtenant's Share of such Operating Expenses or Utilities as provided in\nSections 4(b) and 4(c) above and, to the extent that such breakdown covers\nOperating Expenses or Utilities previously paid by Subtenant to Sublandlord, the\nparties shall credit or debit Subtenant for any over- or underpayment of\nSubtenant's Share. Subtenant shall promptly pay to Sublandlord any sums so\ndebited to Subtenant.\n\n         (e) Payment of Additional Rent: Subtenant shall pay Sublandlord all\n             --------------------------\nitems of Additional Rent not later than the later to occur of (a) five (5) days\nbefore the date the analogous item of Additional Rent is due under the Master\nLease or (b) five (5) days after Sublandlord's delivery of written demand\ntherefor to Subtenant. Notwithstanding anything to the contrary in\n\n                                        3\n\n\n\nthis Sublease, Subtenant shall not be required to pay (i) any Additional Rent\nthat is fairly allocable to any period of time prior to the Sublease\nCommencement Date or (ii) late charges or penalties payable to Master Landlord\nas a result of a default by Sublandlord of any of its obligations under the\nMaster Lease (except to the extent such default is the result of a default by\nSubtenant of any of its obligations under this Sublease).\n\n     5. Security Deposit: Upon execution hereof, Subtenant shall deposit with\n        ----------------\nSublandlord the sum of Thirty Six Thousand Eight Hundred Twenty One and\n40\/100ths Dollars ($36,821.40) (the \"Security Deposit\"), in cash, as security\nfor the performance by Subtenant of the terms and conditions of this Sublease.\nIf Subtenant fails to pay Rent or other charges due under this Sublease or\notherwise defaults beyond applicable notice and cure periods with respect to any\nprovision of this Sublease, then Sublandlord may draw upon, use, apply or retain\nall or any portion of the Security Deposit for the payment of any Rent or other\ncharge or obligation in default, for the payment of any other sum which\nSublandlord has become obligated to pay by reason of Subtenant's default, or to\ncompensate Sublandlord for any loss or damage which Sublandlord has suffered by\nreason of Subtenant's default (including, without limitation, damage to the\nSubleased Premises). If Sublandlord so uses or applies all or any portion of the\nSecurity Deposit, then Subtenant, within ten (10) days after demand by\nSublandlord therefor, shall deposit cash with Sublandlord in the amount required\nto restore the Security Deposit to the full amount stated above. Sublandlord may\ncommingle the Security Deposit with its own funds and Subtenant shall not be\nentitled to interest on the Security Deposit. Upon the expiration or earlier\ntermination of this Sublease and Subtenant's vacation of the Subleased Premises,\nSublandlord shall return to Subtenant so much of the Security Deposit as has not\nbeen applied by Sublandlord pursuant to this paragraph or which is not otherwise\nrequired to cure Subtenant's defaults.\n\n     6. Holdover: Subtenant acknowledges that it is critical that Subtenant\n        --------\nsurrender the Subleased Premises on or before the Expiration Date in accordance\nwith the terms of this Sublease. Accordingly, Subtenant shall indemnify, defend\nand hold harmless Sublandlord from and against any and all losses, costs,\nclaims, liabilities and damages resulting from Subtenant's failure to surrender\nthe Subleased Premises on the Expiration Date in the condition required under\nthe terms of this Sublease (including, without limitation, any and all liability\nor damages sustained by Sublandlord as a result of a holdover of the Subleased\nPremises by Sublandlord occasioned by the holdover of the Subleased Premises by\nSubtenant). The foregoing indemnity shall survive the expiration or sooner\ntermination of this Sublease. Subtenant has no right to retain possession of the\nSubleased Premises or any part thereof beyond the Expiration Date or sooner\ntermination of this Sublease. If Subtenant remains in possession of the\nSubleased Premises or any part thereof after the Expiration Date or sooner\ntermination of this Sublease, such occupancy shall be a tenancy-at-sufferance at\nthe Base Rent in effect during the month immediately preceding the expiration or\ntermination, together with all other sums comprising Rent hereunder, and\notherwise subject to all the provisions of this Sublease. Nothing contained\nherein shall be construed as consent by Sublandlord to any holding over by\nSubtenant or as a limitation of Subtenant's rights and remedies should Subtenant\nhold over.\n\n     7. \"AS-IS\"; Repairs: Subtenant acknowledges and agrees that Subtenant is\n        ----------------\nsubleasing the Subleased Premises on an \"AS-IS\" basis in its current \"AS-IS\"\ncondition (except that the Premises shall be delivered broom clean) inclusive of\nall faults and defects. Subtenant further acknowledges and agrees that except as\nexpressly provided below, Sublandlord has made\n\n                                        4\n\n\n\nno representations or warranties, express or implied, whatsoever, with respect\nto the Subleased Premises (including, without limitation, any representation or\nwarranty as to fitness, habitability, or suitability for Subtenant's intended\nuse or purposes). Sublandlord represents that it (a) has not received written\nnotice of any building code violations applicable to the Subleased Premises, and\n(b) the Subleased Premises and Sublandlord's leased premises at 701 Galveston\nare separately metered to Pacific Gas &amp; Electric. Sublandlord shall have no\nobligation whatsoever to make or pay the cost of any alterations, improvements\nor repairs to the Subleased Premises including, without limitation, any\nimprovement or repair required to comply with any law, regulation, building code\nor ordinance (including the Americans with Disabilities Act of 1990, as\namended). In addition, Sublandlord shall have no obligation to make or perform\nany repairs, maintenance, replacements or other obligations required to be\nperformed by Master Landlord under the terms of the Master Lease or otherwise\nunder the law. Sublandlord shall, however, after receipt of Subtenant's written\nrequest, promptly notify Master Landlord of any nonperformance of Master\nLandlord's obligations under the Master Lease that is claimed in Subtenant's\nwritten notice, and request that Master Landlord perform the same, and shall use\nSublandlord's commercially reasonable efforts (not including the payment of\nmoney, the incurring of any liabilities, or the institution of legal\nproceedings) to obtain Master Landlord's performance (collectively,\n\"Sublandlord's Master Lease Enforcement Obligations\"). Subtenant hereby waives\nthe provisions of Section 1932, subsection 1, and Sections 1941 and 1942 of the\nCivil Code of California, including any rights as may exist under Section 1942\nto make repairs at the expense of Sublandlord.\n\n     If by reason of casualty damage to or destruction or condemnation of the\nSubleased Premises during the Term Sublandlord has the right to terminate the\nMaster Lease pursuant to Paragraphs 24 or 25 of the Master Lease and elects not\nto terminate the Master Lease pursuant to said Paragraphs, Subtenant shall have\nthe right to terminate this Sublease on the same terms and conditions (and\nwithin the same time frame) that Sublandlord has to terminate the Master Lease\npursuant to said Paragraphs 24 or 25 with respect to the Subleased Premises.\nSublandlord shall promptly provide Subtenant with a copy of any notice of\ncasualty damage submitted by Sublandlord to Master Landlord pursuant to\nParagraph 24 of the Master Lease and with a copy of any notice received from\nMaster Landlord pursuant to such Paragraph 24 regarding Master Landlord's\narchitect's determinations with regard to such casualty damage. If the rent\npayable by Sublandlord under the Master Lease with respect to the Subleased\nPremises is abated by reason of Paragraphs 24 or 25 of the Master Lease, the\nRent payable by Subtenant hereunder for the period of such abatement shall be\nabated on a proportionate basis. Subtenant shall not be entitled to any\ncompensation or damages from Sublandlord or Master Landlord for loss of use of\nthe whole or any part of the Subleased Premises or any improvements, fixtures or\npersonal property of Subtenant, or for any inconvenience or annoyance occasioned\nby condemnation, fire or other casualty damage to the Subleased Premises or the\n501 Building or any repair, reconstruction or restoration performed in\nconnection therewith. Sublandlord and Subtenant agree that the terms of this\nSublease shall govern the effect of any damage to or destruction or condemnation\nof the Subleased Premises or the 501 Building with respect to the termination of\nthis Sublease and Subtenant hereby waives the provisions of any present or\nfuture statute or rule of law to the extent it is inconsistent herewith.\n\n     8. Assignment and Subletting: In addition to the provisions of Paragraph 15\n        -------------------------\nof the Master Lease as incorporated herein (requiring, among other things,\nSublandlord's consent to\n\n                                        5\n\n\n\nany proposed assignment or subletting, which consent shall not be unreasonably\nwithheld, subject to the provisions of said Paragraph 15), Subtenant shall not\nassign, pledge, encumber or otherwise transfer any interest in this Sublease,\nsublet all or any part of the Subleased Premises, transfer any interest of\nSubtenant therein or permit any use of the Subleased Premises by another party\n(collectively, \"Transfer\"), without the prior written consent of Master\nLandlord. Subtenant shall not be relieved from any of its obligations under this\nSublease by reason of any Transfer.\n\n     9. Use: Subtenant shall use the Subleased Premises as a bio-processing\n        ---\nscale-up facility and such other purposes as are permitted under the Master\nLease and for no other purposes whatsoever. Subtenant shall observe and comply\nwith, and cause all of its agents, employees, contractors, visitors, licensees,\nsubtenants, invitees, and assignees (collectively \"Subtenant Parties\") to comply\nwith, all Rules promulgated by Master Landlord pursuant to the Master Lease.\nNeither Master Landlord nor Sublandlord shall be liable for failure of any\nperson to obey such Rules. Nor shall Master Landlord be obligated to enforce\nsuch Rules against any person. Attachment 1 to Rider No. 1 to the Original Lease\nis hereby replaced and superceded in its entirety by Exhibit \"C\" to this\n                                                     ----------\nSublease. Subtenant covenants and warrants that it shall not use or permit any\nSubtenant Party to use any Hazardous Materials (as defined in Paragraph 9 of the\nOriginal Lease and Rider No. 1 thereto) on the Subleased Premises, the 501\nBuilding or the Project, except for the use of Permitted Hazardous Materials (as\ndefined in Rider No. 1 to the Original Lease as modified by this Sublease) in\naccordance with the terms of this Sublease (including, without limitation, Rider\nNo. 1 to the Original Lease as modified by this Sublease).\n\n     10. Effect of Conveyance: As used in this Sublease, the term \"Sublandlord\"\n         --------------------\nmeans the holder of the Lessee's interest under the Master Lease. Sublandlord\nmay transfer and deliver (by cash or credit) any security of Subtenant to the\ntransferee of the Lessee's interest under the Master Lease, and thereupon\nSublandlord shall be discharged from any further liability with respect thereto.\n\n     11. Alterations: In addition to the requirements of Paragraph 11 of the\n         -----------\nMaster Lease as incorporated herein (requiring, among other things,\nSublandlord's consent, which shall not be unreasonably withheld, subject to the\nprovisions of said Paragraph 11), Subtenant shall not make any additions,\nalterations, improvements or other modifications to the Subleased Premises or\nany part thereof except in accordance with the terms of the Master Lease and\nwith the prior written consent of Master Landlord. Without limiting the\nforegoing, Subtenant shall be responsible, at its sole expense, for the\ninstallation, maintenance and repair of Subtenant's network connection to the\nexisting network room at the Subleased Premises. Subtenant shall, at its sole\ncost, make all modifications, alterations and improvements to the Subleased\nPremises and the 501 Building that are required by any applicable local, state\nor federal rule, law, regulation or order because of: (i) Subtenant's particular\nuse of the Subleased Premises or 501 Building; (ii) Subtenant's application for\nany building permit or other governmental approval; or (iii) Subtenant's making\nof any alteration or improvement to or within the Subleased Premises.\n\n     12. Insurance; Exemption of Sublandlord from Liability.\n         --------------------------------------------------\n\n         (a) Subtenant's Liability Insurance. Subtenant, at its sole expense,\n             -------------------------------\nshall obtain and keep in full force and effect during the Term such insurance,\nin such amounts, as are required to be obtained and kept by Lessee under\nParagraph 20 of the Master Lease. Without\n\n                                        6\n\n\n\nlimiting the foregoing, Subtenant shall, at its sole expense, cause Sublandlord\nand Master Landlord to be named as additional insureds under the liability\npolicy(ies) required to be maintained by Subtenant. Subtenant and Sublandlord\nshall each obtain from their respective property insurers a waiver of all rights\nof subrogation as set forth in Paragraph 19 of the Master Lease. The other\nwaivers contained in Paragraph 19 of the Master Lease shall apply as between\nSubtenant and Sublandlord.\n\n         (b) Exemption of Sublandlord from Liability. Sublandlord shall not be\n             ---------------------------------------\nliable to Subtenant or anyone else for any harm, injury (including illness and\nemotional distress), death or damage to (i) the person or goods, wares,\nmerchandise or other property of Subtenant, any Subtenant Party, or any other\nperson on or traveling to or from the Subleased Premises, or (ii) Subtenant or\nits business, whether such damage or injury is caused by or results from fire,\nsteam, electricity, gas, water or rain, or from the breakage, leakage,\nobstruction or other defects or pipes, fire sprinklers, wires, appliances,\nplumbing, HVAC or lighting fixtures, or from any variation or interruption of\nutility (including telecommunications) services, or from any other cause,\nincluding where the said injury or damage results from Sublandlord's or its\nemployees', agents', or contractors' acts or omissions or from any other sources\nor places, but not to the extent the said injury or damage results from the\ngross negligence or willful misconduct of Sublandlord or its employees, agents\nor contractors. Sublandlord shall not be liable for any damages arising from any\nact or neglect of any other tenant or subtenant of the Project. Notwithstanding\nSublandlord's negligence or breach of this Sublease, Sublandlord shall under no\ncircumstances be liable for injury to Subtenant's business or for any loss of\nincome or profit therefrom or for any other consequential damages suffered by\nSubtenant.\n\n     13. No Liability for Master Landlord Defaults. Sublandlord shall not be\n         -----------------------------------------\nliable to Subtenant for any defaults by Master Landlord under the Master Lease,\nnor shall Subtenant be entitled to terminate this Sublease or to abate Rent\n(except as provided in Section 7 above) for any reason including, without\nlimitation, (a) the failure, curtailment, stoppage, suspension or interruption\nof any utility or service furnished to the Subleased Premises or the 501\nBuilding, whether by Master Landlord or anyone else, or (b) the failure of\nMaster Landlord to keep, maintain, repair or replace the Subleased Premises as\nmay be required under the Master Lease; provided, however, if an express\nprovision of the Master Lease gives Sublandlord the right to terminate the\nMaster Lease upon the occurrence of any event described in (a) or (b) and\nSublandlord elects not to terminate the Master Lease pursuant to such provision,\nSubtenant shall have the right to terminate this Sublease on the same terms and\nconditions (and within the same time frame) that Sublandlord has to terminate\nthe Master Lease pursuant to such provision).\n\n     14. Self-Help: If Subtenant fails to perform any affirmative duty or\n         ---------\nobligation of Subtenant under this Sublease, within ten (10) days after written\nnotice to Subtenant, Sublandlord may, at its option (but without obligation to\ndo so), perform such duty or obligation on Subtenant's behalf. The actual and\nreasonably expended costs and expenses of any such performance by Sublandlord\nshall be due and payable by Subtenant to Sublandlord within five (5) business\ndays after Subtenant's receipt of Sublandlord's invoice therefor.\n\n     15. Surrender: On or before the Expiration Date or the earlier termination\n         ---------\nof this Sublease, Subtenant shall remove all of its trade fixtures, furnishings,\nequipment and other personal property and all alterations constructed or\ninstalled by Subtenant in the Subleased\n\n                                        7\n\n\n\nPremises which Sublandlord designated for removal at the time Sublandlord\napproved the construction or installation of such alterations in the Subleased\nPremises, and shall surrender the Subleased Premises to Sublandlord in (a) good\ncondition, order and repair, reasonable wear and tear and casualty damage or\ndestruction covered by Paragraph 24 of the Master Lease excepted, and (b) free\nof any Hazardous Materials used, stored, handled, manufactured, transported,\nreleased, discharged, introduced, emitted or disposed of by Subtenant or any\nSubtenant Party. Subtenant shall repair any damage to the Subleased Premises,\nthe 501 Building or any other part of the Project resulting from the removal of\nSubtenant's trade fixtures, furnishings, equipment, personal property and\nalterations, and, at Sublandlord's sole election, Subtenant shall restore the\nPremises to a condition equivalent in all material respects to the condition\nthat existed as of the Sublease Commencement Date (which may require Subtenant\nto reconstruct improvements that were in existence on the Sublease Commencement\nDate but that were subsequently removed by Subtenant); provided, however, that\nSubtenant shall not be required to reconstruct or remove any improvements\nunless, at the time Sublandlord approved the alteration of the Subleased\nPremises, Sublandlord conditioned its approval on such subsequent reconstruction\nor removal. Sublandlord may require the removal at any time of any or all\nalterations to the Subleased Premises made by or on behalf of Subtenant without\nthe prior written consent of Sublandlord and Master Landlord. If the Subleased\nPremises are not surrendered as required by this Section 15, then, in addition\nto all other rights and remedies of Sublandlord, Subtenant shall be liable to\nSublandlord for the actual and reasonably expended costs incurred by Sublandlord\nin returning the Subleased Premises to the required condition, plus interest\nthereon until paid at the prime interest rate plus four percent (4%) or, if\nlower, at the highest, non-usurious rate permitted by law. The provisions of\nthis Section 15 shall survive the expiration or earlier termination of this\nSublease.\n\n     16. Brokers. The parties acknowledge that Tory Corporate Real Estate\n         -------\nAdvisors, Inc. (doing business as The Staubach Company) (\"Sublandlord's Agent\")\nhas represented Sublandlord in this transaction and that Cresa Partners\n(\"Subtenant's Agent\") has represented Subtenant in this transaction. Sublandlord\nand Subtenant each represent and warrant to the other that, except for the\naforementioned brokers, neither has hired or engaged a real estate broker,\nsalesman, agent or finder who is or will be entitled to a commission, fee or\nother compensation by reason of the transaction contemplated under this\nSublease. Sublandlord shall pay Sublandlord's Agent a real estate commission\npursuant to a separate contractual agreement and not pursuant to the terms of\nthis Sublease. Sublandlord shall have no obligation to pay Subtenant's Agent any\ncommission or other compensation. Subtenant and Sublandlord each agree to\nindemnify and hold the other harmless from and against any and all claims for\nbrokerage commissions, finder's fees or other compensation made against the\nindemnified party by any agent, broker, salesman or finder as a consequence of\nthe indemnifying party's actions or dealings with such agent, broker, salesman,\nor finder. The provisions of this Section 16 shall survive the expiration or\nearlier termination of this Sublease.\n\n     17. Notices: Unless at least five (5) business days' prior written notice\n         -------\nis given in the manner set forth in this paragraph, the address of each party\nfor all purposes connected with this Sublease shall be that address set forth\nbelow their signatures at the end of this Sublease. All notices, demands or\ncommunications in connection with this Sublease shall be properly addressed and\ndelivered as follows: (a) personally delivered; or (b) submitted to a nationally\nrecognized overnight courier service, charges prepaid; or (c) deposited in the\nmail (certified,\n\n                                        8\n\n\n\nreturn-receipt requested, and postage prepaid). Notices shall be deemed\ndelivered upon receipt (which shall include receipt by the front desk, mail or\ndelivery room or other package or mail repository located at the address for\ndelivery). All notices given to Master Landlord under the Master Lease shall be\nconsidered received only when delivered in accordance with the Master Lease.\n\n     18. Other Sublease Terms:\n         --------------------\n\n         (a) Incorporation by Reference: Except as otherwise provided below in\n             --------------------------\nthis Section 18(a), the terms and conditions of this Sublease shall include all\nof the terms and conditions of the Master Lease, and except as otherwise\nexpressly provided to the contrary in this Sublease, such terms and conditions\nare incorporated into this Sublease as if fully set forth herein, except that:\n(i) each reference in such incorporated terms and conditions to \"Lease\" shall be\ndeemed a reference to this \"Sublease\", each reference therein to \"monthly base\nrent\" shall be deemed a reference to the \"Base Rent\" payable under this\nSublease, each reference therein to \"rent\" shall be deemed a reference to the\n\"Rent\" payable under this Sublease, and each reference to \"term commencement\ndate\" or \"commencement date\" shall be deemed a reference to the \"Sublease\nCommencement Date\"; (ii) each reference in such incorporated terms and\nconditions to the \"premises\" or \"Premises\" shall be deemed a reference to the\n\"Subleased Premises\", each reference to the \"term\" of the Master Lease shall be\ndeemed a reference to the \"Term\" of this Sublease, and each reference to the\n\"building\" shall be deemed a reference to the 501 Building (except where such\nreference is intended to refer to a building in the Project other than the 501\nBuilding); (iii) each reference in such incorporated terms and conditions to\n\"Lessor\" and \"Lessee\" shall be deemed a reference to \"Sublandlord\" and\n\"Subtenant\", respectively; (iv) with respect to damage caused by Master Landlord\nand work, services, utilities, electricity, repairs, restoration, insurance,\nindemnities, reimbursements, representations or warranties provided or to be\nprovided by Master Landlord, or the performance of any other obligation of\nMaster Landlord under the Master Lease, Sublandlord shall not be required to\nperform such obligation(s) of Master Landlord, but Sublandlord shall perform\nSublandlord's Master Lease Enforcement Obligations; (v) with respect to any\nobligation of Subtenant to be performed under this Sublease, wherever the Master\nLease expressly grants to Sublandlord (as \"Lessee\") a specified number of days\nto perform its obligations under the Master Lease, except as otherwise provided\nherein, Subtenant shall have five (5) fewer days to perform the obligation\nincluding, without limitation, curing any defaults; (vi) with respect to any\napproval required to be obtained from the Master Landlord (as \"Lessor\") in\nconnection with the Master Lease, such approval must be obtained from both\nMaster Landlord and Sublandlord, and Sublandlord's withholding of approval shall\nin all events be deemed reasonable if after making commercially reasonable\nefforts (which shall not include the payment of money, the incurring of any\nliabilities, or the institution of legal proceedings) to obtain Master\nLandlord's approval, Sublandlord is unable to obtain Master Landlord's approval;\n(vii) in any case under the Master Lease where the Master Landlord (as \"Lessor\")\nreserves or is granted the right to manage, supervise, control, repair, alter,\nregulate the use of, enter, access or use the Subleased Premises or any areas\nbeneath, above or adjacent thereto, such reservation or grant shall be deemed to\nbe for the benefit of both Master Landlord and Sublandlord; (viii) in any case\nunder the Master Lease where Sublandlord (as \"Lessee\") indemnifies, releases or\nwaives claims against Master Landlord (as \"Lessor\") or agrees that Master\nLandlord shall not be liable, such indemnity, release, waiver or agreement (but\nonly with respect to the Subleased Premises and Subtenant's use thereof) shall\nbe deemed to run from\n\n                                        9\n\n\n\nSubtenant in favor of both Master Landlord and Sublandlord; (ix) in any case\nunder the Master Lease where Sublandlord (as \"Lessee\") is to execute and deliver\ncertain documents or notices to Master Landlord (as \"Lessor\"), such obligation\nshall be deemed to run from Subtenant to both Master Landlord and Sublandlord;\nand (x) the following modifications shall be made to the Master Lease as\nincorporated herein:\n\n          (1) The following provisions of the Master Lease are expressly not\nincorporated herein: Paragraphs 1, 2, 3, 4, 5, 6 and 7 of the Original Lease;\nthe second sentence of Paragraph 8 of the Original Lease; the last grammatical\nparagraph of Paragraph 15 of the Original Lease; Paragraph 16 of the Original\nLease; the last sentence of Paragraph 17 of the Original Lease; Paragraph 18 of\nthe Original Lease; Paragraph 24 of the Original Lease, excluding the first and\nsecond grammatical paragraphs thereof; Paragraph 26(g) of the Original Lease;\nParagraph 28 of the Original Lease; Paragraph 30 of the Original Lease;\nParagraph 32 of the Original Lease; the words \"subject to subparagraph (b)\nbelow,\" appearing in Paragraph 33(a) of the Original Lease; the words \"and any\nOptions\", \"and such Options\", \"or such Options\", \"or any Options\" appearing in\nParagraph 33(a) of the Original Lease; Paragraph 33(b) of the Original Lease;\nParagraph 34(b) of the Original Lease; Paragraphs 35, 36 and 37 of the Original\nLease; Paragraphs 38, 39, 40 and 41 of the Original Lease; Paragraphs 42(x),\n(xvi) and (xviii) of the Original Lease; and Exhibits A1, B, and C to the\nOriginal Lease; the First Amendment in its entirety; Paragraphs 1 and 2, the\nfirst two (2) grammatical paragraphs of Paragraph 3, and Paragraphs 4, 5, 6, 7,\n9, 10 and 11 of the Second Amendment; and the entirety of the Third Amendment.\n\n          (2) References to \"Lessor\" in the following provisions of the Master\nLease shall not be deemed a reference to Sublandlord but shall mean Master\nLandlord only: Paragraph 12(b) of the Original Lease; the first and second\ngrammatical paragraphs of Paragraph 24 of the Original Lease; excluding the\neighth sentence of such first grammatical paragraph; Paragraph 25 of the\nOriginal Lease; the fourth sentence of the second grammatical paragraph of\nParagraph 9 of the Original Lease; and Section 1.4.2 of Rider No. 1 to the\nOriginal Lease. Without limiting Sublandlord's Master Lease Enforcement\nObligations, Sublandlord provides no assurance that Master Landlord will perform\nany of the above provisions.\n\n          (3) References to \"Lease\" in the following provisions of the Master\nLease shall not be deemed a reference to this Sublease but shall mean the Master\nLease only: the first and second grammatical paragraphs of Paragraph 24 of the\nOriginal Lease; Paragraph 25 of the Original Lease; the fourth sentence of the\nsecond grammatical paragraph of Paragraph 9 of the Original Lease; Section 1.4.2\nof Rider No. 1 to the Original Lease; and Section 8 of the Second Amendment.\n\n          (4) References to \"Lessee\" in the following provisions of the Master\nLease shall not be deemed a reference to Subtenant but shall mean Sublandlord\nonly: the first grammatical paragraph of Paragraph 24 of the Original Lease,\nexcluding the eighth and twelfth sentences of such first grammatical paragraph;\nParagraph 25 of the Original Lease.\n\n          (5) Any right to abate Rent provided to Subtenant through\nincorporation of the provisions of the Master Lease shall not exceed the rent\nactually abated under the Master Lease with respect to the Subleased Premises.\n\n                                       10\n\n\n\n\n          (6) References to \"Lessor\" in the following provisions of the Master\nLease incorporated herein shall be not be deemed a reference to Sublandlord only\nbut shall be deemed references to both Master Landlord and Sublandlord: the\neighth and eleventh sentences of the first grammatical paragraph of Paragraph 24\nof the Original Lease; the second appearance of \"Lessor\" in the twelfth sentence\nof the first grammatical paragraph of Paragraph 24 of the Original Lease; the\nsecond grammatical paragraph of Paragraph 24 of the Original Lease; Paragraph\n15(a) of the Original Lease; the first sentence of Paragraph 17; the seventh\ngrammatical paragraph of Paragraph 15; and Sections 1.6 and 1.7 of Rider No. 1.\n\n          (7) The word \"grossly\" shall be inserted between the words \"the\" and\n\"negligent\" in the 18th line of the first grammatical paragraph of Paragraph 23\nof the Master Lease as incorporated herein. The word \"property\" shall be\ninserted between the words \"current\" and \"insurance\" in the second line of the\nsecond grammatical paragraph of Paragraph 19 of the Original Lease. The words\n\"or Master Landlord\" shall be inserted between the words \"Lessor\" and \"or\" in\nthe seventh line of Paragraph 42(xvii) of the Original Lease. The words \"or the\nOriginal Lease (to the extent . . . of the Original Lease)\" in Paragraph 26(c)\nof the Original Lease are hereby deleted. The reference to \"Cygnus Research\nCorporation, a California corporation (\"Cygnus\")\" contained in Section 1.2 of\nRider No. 1 shall be deleted and replaced with \"Maxygen, Inc. a Delaware\ncorporation (\"Maxygen\") and each reference to \"Cygnus\" thereafter appearing in\nRider No.1 shall be deleted and replaced with \"Maxygen\". The following new\nclause (vii) shall be added to Section 1.10.1(e) of Rider No. 1 immediately\nafter existing clause (vi): \"or (vii) any toxicological agent.\". Each reference\nto \"Paragraph 9 of the Lease\" contained in Rider No. 1 shall be deemed to refer\nto Paragraph 9 of the Original Lease as incorporated in this Sublease. Each\nreference to \"Paragraph 15 of the Lease\" or \"Paragraph 23 of the Lease\" shall be\ndeemed to refer to Paragraph 15 of the Original Lease or Paragraph 23 of the\nOriginal Lease (as applicable) as incorporated in this Sublease. Each reference\nto \"Paragraph 28 of the Lease\" contained in Rider No. 1 shall be deemed a\nreference to Section 15 of this Sublease. The reference to \"paragraph 7 of the\nLease\" contained in Rider No. 1 shall be deemed a reference to Section 4(b) of\nthis Sublease.\n\n         (b) Sublease Subordinate to Master Lease; Performance: This Sublease\n             -------------------------------------------------\nand the rights of Subtenant hereunder are, and at all times shall be, subject\nand subordinate to the Master Lease and the rights of Master Landlord\nthereunder, and Subtenant shall at no time use or permit the use of the\nSubleased Premises so as to cause a breach, default or violation of the Master\nLease. Subtenant hereby agrees to perform the \"Lessee's\" obligations under the\nMaster Lease, except as expressly modified or deleted as provided in this\nSublease. Subtenant agrees to be bound by all of the terms and conditions of the\nMaster Lease. In the event of any conflict between the provisions of the Master\nLease and the provisions of this Sublease, the provisions of this Sublease shall\ncontrol. Termination of the Master Lease shall terminate this Sublease at Master\nLandlord's discretion, and such termination shall be without any liability\nwhatsoever to Sublandlord provided that the termination is not the result of\nSublandlord's material breach of the Master Lease.\n\n     19. Parking: During the Term, Subtenant shall have the non-exclusive right\n         -------\nto use with Sublandlord and other tenants and occupants of the 501 Building and\nthe balance of the Project a pro rata share of undesignated parking spaces in\nthe common parking areas of the Project available to Sublandlord for its use\nunder the Master Lease and subject to the provisions\n\n\n                                       11\n\n\n\nconcerning parking set forth in the Master Lease. Subtenant's pro rata share\nshall be 36 undesignated spaces, which is equal to 3.3 spaces per 1,000 rentable\nsquare feet of the Subleased Premises. Subtenant agrees that Subtenant,\nSubtenant's employees, agents and representatives shall not use parking spaces\nin excess of said pro rata share of undesignated parking spaces available to\nSubtenant hereunder. Subtenant acknowledges that the parking spaces being made\navailable to Subtenant hereunder are not reserved and are subject to use, on a\nfirst come first serve basis, by Sublandlord and other tenants and authorized\nusers of the Project.\n\n     20. Signage: Subtenant shall have the right, at Subtenant's sole cost and\n         -------\nexpense, to have building standard signage placed at the entry door to the\nSubleased Premises and in various other locations in the Subleased Premises,\nsubject to obtaining in each instance the prior written consent thereto of\nSublandlord and Master Landlord. Sublandlord agrees not to unreasonably withhold\nits consent to any such signage. Subtenant shall not otherwise place any signs\non any part of the Subleased Premises, the 501 Building or Project.\n\n     21. Condition Precedent: Notwithstanding anything to the contrary in this\n         -------------------\nSublease, this Sublease and the parties' obligations hereunder are conditioned\nupon Sublandlord's receipt of the written consent of Master Landlord to this\nSublease in form and substance satisfactory to both Sublandlord and Subtenant.\nIf Sublandlord does not receive and provide Subtenant with a copy of the Master\nLandlord's consent as described above within forty (40) days after execution of\nthis Sublease by Sublandlord, then either Sublandlord or Subtenant may terminate\nthis Sublease by giving the other written notice thereof, and upon such\ntermination neither party shall have any further liability or obligation to the\nother under or by reason of this Sublease except that Sublandlord shall return\nthe Security Deposit to Subtenant.\n\n     22. Amendment: This Sublease may not be amended or otherwise modified\n         ---------\nexcept by the written agreement of Subtenant and Sublandlord.\n\n     23. Counterparts: This Sublease may be executed in one (1) or more\n         ------------\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one (1) and the same instrument. Signature copies may\nbe detached from the counterparts and attached to a single copy of this Sublease\nphysically to form one (1) document.\n\n     24. No Drafting Presumption: The parties acknowledge that this Sublease has\n         -----------------------\nbeen agreed to by both the parties, that both Sublandlord and Subtenant have\nconsulted with their independent attorneys with respect to the terms of this\nSublease, and that no presumption shall be created against Sublandlord because\nSublandlord caused this Sublease to be drafted.\n\n     25. Successors and Assigns: Subject to the limitations described in Section\n         ----------------------\n8 of this Sublease, this Sublease shall inure to the benefit of, and shall be\nbinding upon, the parties' respective heirs, estates, successors and assigns.\n\n\n\n\n                                       12\n\n\n\n\n         IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this\nSublease as of the day and year first above written.\n\nSUBLANDLORD:                               SUBTENANT:\n\nCYGNUS, INC., a Delaware corporation       MAXYGEN, INC., a Delaware corporation\n\nBy:      \/s\/ Neil R. Ackerman              By:      \/s\/ Howard Simon\n   -------------------------------------      ----------------------------------\nPrint:   Neil R. Ackerman                  Print:   Howard Simon\n      ----------------------------------         -------------------------------\nTitle:   Sr. V.P.                          Title:   VP HR &amp; Administration\n      ----------------------------------         -------------------------------\nAddress: 400 Penobscot Drive               Address: 515 Galveston Drive\n\nRedwood City, California 94063             Redwood City, California 94063\n\nAttn: President and CEO                    Attn: General Counsel\n\n\n\nDate:    March 30, 2001                    Date:    March 30, 2001\n     -----------------------------------        --------------------------------\n\n\n                                       13\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7257,8151,8205],"corporate_contracts_industries":[9445,9407],"corporate_contracts_types":[9583,9579],"class_list":["post-41741","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cygnus-inc","corporate_contracts_companies-maxygen-inc","corporate_contracts_companies-metlife-inc","corporate_contracts_industries-insurance__life","corporate_contracts_industries-drugs__pharma","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41741","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41741"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41741"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41741"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41741"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}