**Exhibit 10.2**

 

**LANDLORDCONSENT TO SUBLEASE**

 

**THISLANDLORD CONSENT TO SUBLEASE**(this “Consent Agreement”) isentered into as of July 11, 2005, by and among **SFERS REAL ESTATE CORP. U a Delaware corporation**(“Landlord”),and **VERISITY DESIGN, INC., a Californiacorporation**(“Sublandlord”), and **CONCEPTUS,INC., a Delaware corporation**(“Subtenant”).

 

**RECITALS:**

 

A.                                   Landlord,as landlord, and Sublandlord, as tenant, are parties to that certainMulti-Tenant Industrial Net Lease, dated April 14, 2004, as amended by thatcertain First Amendment dated June 29, 2005 (as so amended, the “Lease”),pursuant to which Landlord has leased to Sublandlord certain premisescontaining approximately 58,242 rentable square feet of space (the “Premises”)within the building located at 331 East Evelyn Avenue, Mountain View,California 94039 (the “Building”).

 

B.                                     Sublandlordand Subtenant have entered into (or are about to enter into) that certainsublease agreement dated as of June 28, 2005 and attached hereto as **Exhibit A**(the “Sublease”) pursuant towhich Sublandlord has agreed to sublease to Subtenant the entire Premises (the “SubletPremises”).

 

C.                                     Sublandlordand Subtenant have requested Landlord’s consent to the Sublease.

 

D.                                    Landlordhas agreed to give such consent upon the terms and conditions contained in thisConsent Agreement.

 

**NOWTHEREFORE,**in consideration of the foregoing preambles whichby this reference are incorporated herein and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,Landlord hereby consents to the Sublease subject to the following terms andconditions, all of which are hereby acknowledged and agreed to by Sublandlordand Subtenant:

 

1.                                       SubleaseAgreement. Sublandlord and Subtenant hereby represent that a true andcomplete copy of the Sublease is attached hereto and made a part hereof as **Exhibit ****A**,and Sublandlord and Subtenant agree that the Sublease with respect to Landlordand/or the Sublet Premises shall not be modified without Landlord’s priorwritten consent, which consent shall not be unreasonably withheld.

 

2.                                       Representations.  Sublandlord hereby represents and warrantsthat Sublandlord (i) has full power and authority to sublease the SubletPremises to Subtenant, (ii) has not transferred or conveyed its interestin the Lease to any person or entity collaterally or otherwise, and (iii) hasfull power and authority to enter into the Sublease and this ConsentAgreement.  Subtenant hereby representsand warrants that Subtenant has full power and authority to enter into theSublease and this Consent Agreement.

 

3.                                       Indemnityand Insurance. Subtenant hereby assumes, with respect to Landlord, all ofthe indemnity and insurance obligations of the Sublandlord under the Lease withrespect to the Sublet Premises, provided that the foregoing shall not beconstrued as relieving or releasing Sublandlord from any such obligations.  Notwithstanding the foregoing, to the extentthe same is legally permissable, Sublandlord may satisfy such insuranceobligation for itself and on behalf of Subtenant.

 

4.                                       NoRelease.  Nothing contained in theSublease or this Consent Agreement shall be construed as relieving or releasingSublandlord from any of its obligations under the Lease, it being expressly

 

Verisity Conceptus Consent to Sublease - 3

(2011-0000/00028211;)

 

1

----

 

understood and agreed that Sublandlord shall remainliable for such obligations notwithstanding anything contained in the Subleaseor this Consent Agreement or any subsequent assignment(s), sublease(s) ortransfer(s) of the interest of the tenant under the Lease. Sublandlord shall beresponsible for the collection of all rent due it from Subtenant, and for theperformance of all the other terms and conditions of the Sublease, it beingunderstood that Landlord is not a party to the Sublease and, notwithstandinganything to the contrary contained in the Sublease, is not bound by any terms,provisions, representations or warranties contained in the Sublease and is notobligated to Sublandlord or Subtenant for any of the duties and obligationscontained therein.

 

5.                                       AdministrativeFee.  Sublandlord shall pay toLandlord the sum of $1,000.00, plus the reasonable attorneys fees and costsincurred by Landlord, subject to the terms of Section 9.6 of the Lease, inconsideration for Landlord’s review of the Sublease and the preparation anddelivery of this Consent Agreement, and shall deliver such amount to Landlordwith the Monthly Installment of Rent payable for the month of August, 2005.

 

6.                                       NoTransfer.  Subtenant shall notfurther sublease the Sublet Premises, assign its interest as the Subtenantunder the Sublease or otherwise transfer its interest in the Sublet Premises orthe Sublease to any person or entity without the written consent of Landlord,which consent shall not be unreasonably withheld, conditioned or delayed.

 

7.                                       Lease.

 

(a)                                  Theparties agree that the Sublease is subject and subordinate to the terms of theLease, and all terms of the Lease, other than Sublandlord’s obligation to payMonthly Installments of Rent, are incorporated into the Sublease.  In no event shall the Sublease or thisConsent Agreement be construed as granting or conferring upon the Sublandlordor the Subtenant any greater rights than those contained in the Lease nor shallthere be any diminution of the rights and privileges of the Landlord under theLease, nor shall the Lease be deemed modified in any respect. Without limitingthe scope of the preceding sentence, any construction or alterations performedin or to the Sublet Premises shall be performed with Landlord’s prior writtenapproval and in accordance with the terms and conditions of the Lease.  It is hereby acknowledged and agreed that anyprovisions in the Sublease which limit the manner in which Sublandlord mayamend the Lease are binding only upon Sublandlord and Subtenant as between suchparties.  Landlord shall not be bound inany manner by such provisions and may rely upon Sublandlord’s execution of anyagreements amending or terminating the Lease subsequent to the date hereofnotwithstanding any contrary provisions in the Sublease.

 

(b)                                 Withoutlimiting the scope of the foregoing, any construction or alterations performedin or to the Sublet Premises shall be performed with Landlord’s prior writtenapproval and in accordance with the terms and conditions of the Lease.  As an accommodation to Sublandlord andSubtenant,  Landlord hereby consents tothe construction of the alterations described in plans (the “Plans”) attachedas Exhibit “F” to the Sublease (the “Sublease Alterations”), provided thatLandlord’s consent to such Sublease Alterations shall be subject to thefollowing terms and conditions:  (i) Sublandlordand Subtenant shall have complied with all of the terms and conditions of Article 6of the Lease, including, without limitation, approval by Landlord of anyamendment to the Plans and of the contractors to be retained to perform theSublease Alterations; (ii) the Sublease Alteration shall be performed inaccordance with the Plans and with the specifications set forth in **Exhibit B**attached hereto; (iii) Sublandlordshall not be required to remove any portion of the Sublease Alterationsdescribed on the Plans with respect to the second

 

2

----

 

floor of the Sublet Premises, so long as such SubleaseAlterations comply with the specifications set forth in **Exhibit B**hereto; (iv) Sublandlordshall be required to remove the portion of the Sublease Alterations describedon the Plans with respect to the first floor of the Sublease Premises and shallrestore the first floor of the Sublet Premises to the condition existing priorto the installation of such Sublease Alterations, all in accordance with theterms of Articles 6 and 26 of the Lease; and (v) except as expressly setforth in clause (iii) above, Landlord hereby reserves any and all rightsLandlord may have under the Lease to approve any alterations or improvements tothe Sublet Premises, and Landlord may, in its sole discretion, refuse to releaseSublandlord from any obligation under the Lease to remove alterations orimprovements performed by Subtenant in the Sublet Premises and Landlord furtherreserves the right to condition any such approval or release on Landlord’sreceipt of adequate security from Subtenant to ensure the removal andrestoration of such alterations or improvements. Sublandlord shall beresponsible for all elements of the design of the Plans and any amendmentsthereto (including, without limitation, compliance with law, functionality ofdesign, the structural integrity of the design, the configuration of the SubletPremises and the placement of Subtenant’s furniture, appliances and equipment),and Landlord’s approval of such Plans shall in no event relieve Sublandlord ofthe responsibility for such design. Notwithstanding the foregoing, Subtenantagrees for the benefit of Sublandlord and Landlord that prior to thetermination or earlier expiration of the term of the Sublease, Subtenant shallremove, at Subtenant’s sole cost at expense, all of Subtenant’s alterations andimprovements on the first floor of the Sublet Premises, as Landlord requiresSublandlord to remove pursuant to this Section 7(b); provided thatSubtenant’s failure to perform such removal shall not in any way excuse orotherwise limit Sublandlord’s obligation to remove such alterations inaccordance with this Section 7(b).

 

(c)                                  Landlordhereby consents to Subtenant’s permitted use of the Sublet Premises describedin Section 1.10 of the Sublease, so long as such use complies with all ofthe terms and conditions of the Lease, including without limitation Article 1of the Lease.

 

8.                                       Parkingand Services. Any parking rights granted to Subtenant pursuant to theSublease shall be satisfied out of the parking rights, if any, granted toSublandlord under the Lease.  Sublandlordhereby authorizes Subtenant, as agent for Sublandlord, to obtain services andmaterials for or related to the Sublet Premises, and Sublandlord agrees to payfor such services and materials as additional Rent under the Lease upon writtendemand from Landlord. However, as a convenience to Sublandlord, Landlord maybill Subtenant directly for such services and materials, or any portion thereof,in which event Subtenant shall pay for the services and materials so billedupon written demand, provided that such billing shall not relieve Sublandlordfrom its primary obligation to pay for such services and materials.

 

9.                                       Attornment.If the Lease or Sublandlord’s right to possession thereunder terminates for anyreason prior to expiration of the Sublease, Subtenant agrees, at the writtenelection of Landlord, to attorn to Landlord upon the then executory terms andconditions of the Sublease for the remainder of the term of the Sublease.  In the event of any such election byLandlord, Landlord will not be (a) liable for any rent paid by Subtenantto Sublandlord more than one month in advance, or any security deposit paid bySubtenant to Sublandlord, unless same has been transferred to Landlord bySublandlord; (b) liable for any act or omission of Sublandlord under theLease, Sublease or any other agreement between Sublandlord and Subtenant or forany default of Sublandlord under any such documents which occurred prior to theeffective date of the attornment; (c) subject to any defenses or offsets thatSubtenant may have against Sublandlord which arose prior to the effective dateof the attornment; (d) bound by any changes or modifications made to theSublease without the written

 

3

----

 

consent of Landlord, (e) obligated in any mannerwith respect to the transfer, delivery, use or condition of any furniture,equipment or other personal property in the Sublet Premises which Sublandordagreed would be transferred to Subtenant or which Sublandlord agreed could beused by the Subtenant during the term of the Sublease, or (f) liable forthe payment of any improvement allowance, or any other payment, credit, offsetor amount due from Sublandlord to Subtenant under the Sublease. If Landlorddoes not elect to have Subtenant attorn to Landlord as described above, theSublease and all rights of Subtenant in the Sublet Premises shall terminateupon the date of termination of the Lease or Sublandlord’s right to possessionthereunder. The terms of this Section 9 supercede any contrary provisionsin the Sublease.

 

10.                                 PaymentsUnder the Sublease. If at any time Sublandlord is in default under theterms of the Lease, Landlord shall have the right to contact Subtenant andrequire Subtenant to pay all rent due under the Sublease directly to Landlorduntil such time as Sublandlord has cured such default. Subtenant agrees to paysuch sums directly to Landlord if requested by Landlord, and Sublandlord agreesthat any such sums paid by Subtenant shall be deemed first applied against anysums owed by Sublandlord under the Lease and then against Subtenant under theSublease.  Any such sums received byLandlord from Subtenant shall be received by Landlord on behalf of Sublandlordand shall be applied by Landlord to any sums past due under the Lease, in suchorder of priority as required under the Lease or, if the Lease is silent insuch regard, then in such order of priority as Landlord deems appropriate. Thereceipt of such funds by Landlord shall in no manner be deemed to create adirect lease or sublease between Landlord and Subtenant. If Subtenant fails todeliver its Sublease payments directly to Landlord as required herein followingreceipt of written notice from Landlord as described above, then Landlord shallhave the right to remove any signage of Subtenant, at Subtenant’s cost, locatedoutside the Premises or in the Building lobby or elsewhere in the Building andto pursue any other rights or remedies available to Landlord at law or inequity.

 

11.                                 ExcessRent. If Landlord is entitled to any excess rent from Sublandlord pursuantto the terms of the Lease, then, in addition to all rent otherwise payable bySublandlord to Landlord under the Lease, Sublandlord shall also pay to Landlordthe portion of the excess rent to which Landlord is entitled under the Lease,in the manner described in the Lease. Landlord’s failure to bill Sublandlordfor, or to otherwise collect, such sums shall in no manner be deemed a waiverby Landlord of its right to collect such sums in accordance with the Lease.

 

12.                                 SublandlordNotice Address. Sublandlord’s new address for notices to Sublandlord underthe Lease shall be as follows: Verisity Design, Inc., c/o Cadence DesignSystems, Inc., 2655 Seely Avenue, San Jose, California 95134.

 

13.                                 Authority.  Each signatory of this Consent Agreementrepresents hereby that he or she has the authority to execute and deliver thesame on behalf of the party hereto for which such signatory is acting.

 

14.                                 LimitationOf Landlord’s Liability.  Redress forany claim against Landlord under this Consent Agreement shall be limited to andenforceable only against and to the extent of Landlord’s interest in theBuilding.  The obligations of Landlordunder this Consent Agreement, if any, are not intended to be and shall not bepersonally binding on, nor shall any resort be had to the

 

**[REMAINDEROF PAGE INTENTIONALLY LEFT BLANK]**

 

4

----

 

private properties of, any of its or its investmentmanager’s trustees, directors, officers, partners, beneficiaries, members,stockholders, employees, or agents, and in no case shall Landlord be liable toSublandlord and/or Subtenant hereunder for any lost profits, damage tobusiness, or any form of special, indirect or consequential damages.

 

**INWITNESS WHEREOF,**Landlord, Sublandlord and Subtenant haveexecuted this Consent Agreement as of the date set forth above.

 
| **LANDLORD:**                  |                                           | **SUBLANDLORD:**                             |
|--------------------------------|------------------------------------------------|----------------------------------------------|
|                           |                                           |                                         |
| **SFERS REAL ESTATE CORP. U,** |                                           | **VERISITY DESIGN, INC.,**                   |
| **a Delaware corporation**     |                                           | **a California corporation**                 |
|                           |                                           |
| By:                            | RREEF Management Company, a                    | By:                                          | /s/ James J. Cowie |   |
|                           | Delaware corporation, its Property             | Name:                                        | JAMES J. COWIE |   |
|                           | Manager                                        | Title:                                       | ASST. SECRETARY |   |
|                           |                                           |                                         |
|                           | By:                                            | /s/ James H. Ida                             |   | By: | /s/ [ILLEGIBLE] |   |
|                           | Name: James H. Ida                             | Name:                                        | [ILLEGIBLE] |   |
|                           | Title:  Vice  President, District Manager | Title:                                       | VICE PRESIDENT |   |
|                           |                                           |                                         |
|                           |                                           | **SUBTENANT:**                               |
|                           |                                           |                                         |
|                           |                                           | **CONCEPTUS, INC., a Delaware  corporation** |
|                           |                                           |                                         |
|                           |                                           | By:                                          | /s/ Mark M. Sieczkarek |   |
|                           |                                           | Name:                                        | MARK M. SIECZKAREK |   |
|                           |                                           | Title:                                       | CEO/PRESIDENT |   |
|                           |                                           |                                         |
|                           |                                           | By:                                          | /s/ [ILLEGIBLE] |   |
|                           |                                           | Name:                                        | [ILLEGIBLE] |   |
|                           |                                           | Title:                                       | EVP & CFO |   |
|                                |                                                |                                              |  |  |  |  |  |

 

**[SIGNATURESCONTINUE ON****NEXT PAGE]**

 

5

----

 

**CONSENTOF GUARANTOR**

 

The undersigned, Cadence Design Systems, Inc., a Delaware corporation,hereby (i) acknowledges this Consent Agreement, (ii) consents to theterms and conditions contained in this Consent Agreement, and (iii) reaffirmsall of the undersigned’s obligations to guarantee the performance by Tenant ofthe provisions of the Lease, pursuant to that certain Guaranty dated July 7,2005 made by the undersigned in favor of Landlord, and all of the waivers setforth therein of defenses to such obligations.

 
|   | **CADENCE DESIGN SYSTEMS, INC., a Delaware** |
|--------|----------------------------------------------|
|   | **Corporation**                              |
|   |                                         |
|   |                                         |
|   | By:                                          | /s/ David Trvaso |   |
|   | Name:                                        | DAVID TRVASO |   |
|   | Title:                                       | V.P. N.A. [ILLEGIBLE] |   |
|   | Dated:                                       | JULY 19, 2005 |
|   |                                         |
|   | By:                                          | /s/ John Paul Bruno |   |
|   | Name:                                        | John Paul Bruno |   |
|   | Title:                                       | Vice President Real Estate & [ILLEGIBLE] |   |
|   | Dated:                                       | 7/19/05, 2005 |

 

6

----

 

**EXHIBIT A**

 

**SUBLEASEAGREEMENT**

 

**[attachedhereto]**

 
|   | /s/ [ILLEGIBLE] |
|--------|-----------------|
|   | Initials        |

 

 

A-1

----

 

**EXHIBIT B**

 

**DESCRIPTIONOF SUBLEASE ALTERATIONS**

 

The area of work in the Sublease Premises on the first floor occursbetween column lines A and D and 4 and 9 as depicted on the attached FloorPlans. The shaded areas of the attached Floor Plans for the first floor on thenew construction plan are as shaded in the existing plan. The shaded areas arethe cafeteria (not in contract) and existing office area which does not receiveany new work.

 

The new construction on the first floor will consist of expanding theexisting shipping and receiving area (designated as the warehouse) and removingsome existing offices to accommodate construction of a Machine Shop, R &D and Wet Lab and the existing prefabricated CER room to be relocated fromConceptus’s current facilities.

 

On the second floor, the work consists of combining two existingconference rooms into 1 (at column line F between column lines 3 and 5) andreworking an enclosed office area to a training room (at column line C, betweencolumn lines 5 and 7).

 
|   | /s/ [ILLEGIBLE] |
|--------|-----------------|
|   | Initials        |

 

B-1

----

 

**EXISTINGFLOOR PLAN**

 

**FIRSTFLOOR**

 

 
|   | /s/ [ILLEGIBLE] |
|--------|-----------------|
|   | Initials        |

 

B-2

----

 

EXISTING FLOOR PLAN 

 

SECOND FLOOR

 

 
|   | /s/ [ILLEGIBLE] |
|--------|-----------------|
|   | Initials        |

 

B-3

----

 

CONCEPTUS NEWCONSTRUCTION - FIRST FLOOR

 

 
|   | /s/ [ILLEGIBLE] |
|--------|-----------------|
|   | Initials        |

 

B-4

----

 

CONCEPTUS NEWCONSTRUCTION - SECOND FLOOR

 

 
|   | /s/ [ILLEGIBLE] |
|--------|-----------------|
|   | Initials        |

 

B-5

----