EX-10.9



 Exhibit 10.9 

November 26, 2012 
 Mr. Scott Miller 

Mr. Gregg Walker 
 2300 Geng Road, Suite 100 

Palo Alto, CA 94303 
  

	Re:	Counter Proposal for the Potential Lease Renewal of Biocardia at 125 Shoreway Road, San Carlos, CA. 


Dear Scott and Gregg, 
 On behalf of Biocardia
(“Tenant”), the following Counter Proposal represents the terms and conditions upon which they would enter into a Lease Renewal with Alexandria Real Estate Equities (“Landlord”) for a portion of the building located at 125
Shoreway Road, San Carlos, CA. This letter is a proposal representing a non-binding expression of interest to enter into negotiations for a Lease Renewal (“Lease Renewal”). All terms and conditions set forth herein shall be subject to the
parties entering into a written Lease Amendment. 
  

	1.	Premises: 

 A portion of a freestanding multi-tenant building (“Building”)
consisting of approximately 13,718 sq. ft. located at 125 Shoreway Road, San Carlos, CA. 
  

	2.	Commencement: 

 The Lease Renewal term commencement date shall be upon expiration of the
Lease. 
  

	3.	Term: 

 The term of the Lease Renewal shall be three (3) years. 

 

	4.	Rent Schedule: 

  

									
	 Months
	  	Sq.Ft.±	 	  	NNN Rent/PSF/Per Month	 
	 1
	  	 	13,718	  	  	 	Free	  
	 2-12
	  	 	13,718	  	  	$	1.70	  
	 13-24
	  	 	13,718	  	  	$	1.75	  
	 25-36
	  	 	13,718	  	  	$	1.80	  

  

	5.	Operating Expenses and Real Estate Taxes: 

 The Lease shall be a NNN Lease and Tenant
shall be responsible for paying to Landlord Tenant’s prorata share of building operating expenses. Such building operating expenses shall include all property operating expenses and annual increases, including building and common area
maintenance, landscaping, costs of building insurance, repairs and real estate taxes, utilities, HVAC maintenance, common area janitorial and property management fees. 
  

	6.	Lease Renewal: 

 Tenant shall have one (1) option to extend the term of the Lease for
periods of Three (3) years. Said Renewal Options shall be at “Fair Market Value”, for comparable R&D space located in San Carlos, CA. 

  

			
	203 Redwood Shores Parkway, Suite 530. Redwood City, CA 94065T650.769.3550F 650.769.3551	  	kiddermathews.com










	7.	Real Estate Leasing Commissions: 

 Kidder Matthews is the broker of record representing
Tenant and JLL is the broker of record representing Landlord. 
 Landlord shall pay Tenant’s broker a leasing commission per a separate
agreement. 
  

	8.	Confidentiality: 

 This Proposal is meant to be held strictly confidential between the
parties mentioned herein. 
  

	9.	Contingencies: 

  

	 	1.	Tenant Board of Directors’ Consent. 

 Please indicate your acceptance of this Proposal by signing the
enclosed copy of this letter and returning it to our office no later than 5:00 p.m. November 28th, 2012. It is clearly understood that this Proposal is not binding upon either party hereto,
and that only the fully executed Lease Amendment shall legally bind the parties. 
 Sincerely, 

 

					
	 KIDDER MATHEWS
  

Mary Hines
		Jennifer Berrueta		
	Senior Vice President		Vice President		
	llic # 01281208		lic # 01355979		

 AGREED AND ACCEPTED: 
  

									
	Biocardia:				Alexandria Real Estate Equities:
					
	By:						By:		
		 	  
	 		 		 	  

					
	Its:						Its:		
		 	  
	 		 		 	  


 NOTICE TO SUBLESSOR AND LESSEE: KIDDER MATTHEWS, BROKER, IS NOT AUTHORIZED TO GIVE LEGAL OR TAX ADVICE. NO REPRESENTATION OR
RECOMMENDATION IS MADE BY KIDDER MATHEWS, OR ITS AGENTS OR EMPLOYEES, AS TO THE LEGAL EFFECT OR TAX CONSEQUENCES OF THIS DOCUMENT OR ANY TRANSACTION RELATED THERETO, SINCE THESE ARE MATTERS WHICH SHOULD BE DISCUSSED WITH YOUR ATTORNEY. 

  

			
	203 Redwood Shores Parkway, Suite 530. Redwood City, CA 94065T650.769.3550F 650.769.3551		kiddermathews.com