**EXHIBIT 10.19**

 

RECORDING REQUESTED BYANDWHEN RECORDED RETURN TO:

 

Pacific Life InsuranceCompany700 Newport Center DriveNewport Beach, CA 92660Attn: V.P. Closing

 

Real Estate DivisionLoan No. 209900201
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Space Above This Line for Recorder’s Use

 

**SUBORDINATION, NON-DISTURBANCE,AND ATTORNMENT AGREEMENT**

** **

THIS SUBORDINATION,NON-DISTURBANCE, AND ATTORNMENT AGREEMENT (this “Agreement”) is made asof October 23, 2009, by and among PACIFIC LIFE INSURANCE COMPANY, aNebraska corporation (together with its successors and assigns, “Lender”),SENOMYX, INC., a Delaware corporation (“Tenant”), and ARE-NEXUS CENTREII, LLC, a Delaware limited liability company (“Landlord”).

 

RECITALS

 

A.                                   Landlordis the owner of those certain premises commonly known as 4767 Nexus CentreDrive, in San Diego County, California, more particularly described in Exhibit Aattached hereto (the “Real Estate”);

 

B.                                     Landlordhas requested that Lender make a loan (the “Loan”) to Landlord and toARE-Virginia No.3, LLC, a Delaware limited liability company, ARE-SD Region No. 21,LLC, a Delaware limited liability company, ARE-1201/1208 Eastlake Avenue, LLC,a Delaware limited liability company, ARE-1208 Eastlake Avenue, LLC, a Delawarelimited liability company, and ARE-SD Region No. 27, LLC, a Delawarelimited liability company (each, a “Loan Party” and collectively, the “LoanParties”), pursuant to a Loan Agreement, by and among Landlord, the otherLoan Parties and Lender (“Loan Agreement”), which Loan is to beevidenced by a Secured Promissory Note (the “Note”), by the Loan Partiesin favor of Lender;

 

C.                                     Pursuantto the Loan Agreement, the obligations of the Loan Parties under the Note areto be secured by, among other things, a mortgage, deed of trust or othersecurity instrument (the “Security Instrument”) to be recorded in theOfficial Records of San Diego County, California;

 

D.                                    TheSecurity Instrument will constitute a first lien upon, among other things, theReal Estate and the current and future improvements (the “Improvements”)situated thereon (collectively, the “Property”); and

 

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E.                                      Under theterms of that certain Lease Agreement (the “Lease”), dated January 12,2006, Landlord leased to Tenant a portion of the Real Estate and the Improvements,as more particularly described in the Lease.

 

NOW THEREFORE, toconfirm the legal effect of the Security Instrument and the Lease and, inconsideration of the covenants contained herein and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto hereby agree as follows:

 

AGREEMENTS

 

# 1.                                       Subordination.

#  

## (a)                                  The Leaseand the leasehold estate created by the Lease and all of Tenant’s rights underthe Lease are and at all times shall be subordinate to the lien and charge ofthe Security Instrument and all terms and conditions contained therein, and toall substitutions, renewals, modifications and amendments thereto (including,without limitation, any of the foregoing which increase the indebtednesssecured thereby), subject to the terms and conditions set forth in thisAgreement.

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## (b)                                 Notwithstandinganything to the contrary contained herein or in the Lease, Tenant acknowledgesand agrees that Lender has a claim superior to Tenant’s claim for insuranceproceeds, if any, received with respect to the Improvements or the Property, tothe extent payable to Landlord or Lender, and excluding insurance proceeds (i) payablesolely to Tenant, including, without limitation, for Tenant’s personal propertypursuant to the terms of the Lease, and (ii) required to satisfy Landlord’srestoration obligations under the Lease.. In the event of foreclosure of the Security Instrument (by judicialprocess, power of sale or otherwise) or conveyance in lieu of foreclosure,which foreclosure, power of sale or conveyance occurs prior to the expirationdate of the Lease, including any extensions or renewals of the Lease nowprovided thereunder which may be exercised by Tenant, Lender agrees that if theconditions for using insurance proceeds for rebuilding or restoring theImprovements, as set forth in the Lease have been satisfied, then Lender shallpermit the use of insurance proceeds for rebuilding or restoration of theImprovements as contemplated in the preceding sentence, as set forth in theLease.  Any excess insurance proceedspayable to Landlord or Lender remaining after such application and use shall beretained by Lender.

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# 2.                                       Non-Disturbance.  In the event of foreclosure of the SecurityInstrument (by judicial process, power of sale or otherwise) or conveyance inlieu of foreclosure, which foreclosure, power of sale, or conveyance occursprior to the expiration date of the Lease, including any extensions andrenewals of the Lease now provided thereunder which may be exercised by Tenant,and so long as Tenant is not in default under any of the terms, covenants andconditions of the Lease beyond any applicable grace or cure period, Lenderagrees that Lender shall take no action that disturbs Tenant in its quiet and peacefulpossession of the premises demised under the Lease, nor any of Tenant’s otherrights under the Lease, subject only to the terms and conditions of the Lease,as modified by this Agreement.  Lenderand Tenant understand and agree that the covenant of quiet and peacefulpossession of the premises demised under the Lease set forth in this Section 2is intended to be binding on any purchaser 

 

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# (“Purchaser”) at a foreclosure ofthe Security Instrument, by judicial process, power of sale or otherwise;provided, however, Lender shall have no liability for any acts or omissions ofany such Purchaser, for violating such covenant or otherwise, unless Lender issuch Purchaser.

#  

# 3.                                       Attornment.  In the event of foreclosure of the Lease nowprovided thereunder, it is agreed that notwithstanding the subordination of theLease provided for herein, Tenant shall attorn to Lender or Purchaser andrecognize Lender or Purchaser as Tenant’s landlord under the Lease, and so longas Tenant is in possession of the premises demised under the Lease and is notin default under any of the terms, covenants and conditions of the Lease beyondany applicable grace or cure period, Lender or Purchaser shall recognize andaccept Tenant as its tenant thereunder, whereupon the Lease shall continue,without further agreement (but with prior notice to Tenant of the identity andnotice information of the new Landlord, which notice shall be binding on theprior Landlord without Tenant having the obligation to verify the accuracy ofsuch notice), in full force and effect as a direct lease between Lender orPurchaser and Tenant for the remaining term thereof, together with allextensions and renewals now provided thereunder, upon the same terms, covenantsand conditions as therein provided, subject to the provisions contained in Section 4and Section 8 below, and Tenant shall thereafter make all rent paymentsdirectly to either Lender or Purchaser, as the case may be, subject to thelimitations and other provisions contained in Section 4 and Section 8below.  Landlord hereby agrees that suchpayments shall satisfy Tenant’s rent obligations to the extent of such paymentsmade to Lender.  Landlord herebyirrevocably authorizes and directs Tenant to make the foregoing payments toLender upon such notice and demand without the need to inquire of Landlord asto the validity of such notice or any contrary notice or direction fromLandlord, and hereby releases and discharges Tenant of and from all liability toLandlord on account of any such payments. Such attornment as provided herein shall be self-operative withoutfurther aid or execution of further instruments by parties to this Agreement,immediately upon Lender or Purchaser succeeding to the interest of Landlordunder the Lease.

#  

# 4.                                       Limitationof Liability. Notwithstanding anything to the contrary contained herein or in theLease, in the event of foreclosure of or other execution on the SecurityInstrument (by judicial process, power of sale or otherwise) or conveyance inlieu of foreclosure, which foreclosure, power of sale or conveyance occursprior to the expiration date of the Lease, including any extensions andrenewals of the Lease now provided thereunder, the liability of Lender orPurchaser, as the case may be, shall be limited as set forth below in Section 8;provided, however, Lender or Purchaser, as the case may be, also shall not:

#  

## (a)                                  be liableto Tenant for any act, omission or default on the part of the original Landlordor any other prior landlord under the Lease, and Tenant shall have no right toassert the same or any damages arising therefrom as (i) a claim, defenseor deficiency against Lender, Purchaser, or the successors or assigns of any ofthem, or (ii) an offset against Lender, Purchaser or the successors orassigns of any of them; except to the extent that (x) such obligationsarise after such acquisition of title, or (y) if such obligations aroseprior to such acquisition of title and continue after such acquisition oftitle, Lender received written notice from Tenant of such obligations prior tosuch acquisition of title, which notice indicated in reasonable detail thenature of the obligations, and Lender had an opportunity to cure such defaultin accordance with Section 31 of the Lease;

 

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## (b)                                 be liableto Tenant for the return of any deposit, rental security or any other sumsdeposited with the original Landlord or any other landlord under the Lease andnot delivered to Lender or the Purchaser, as the case may be; provided thatLender or such Purchaser shall be liable to Tenant under the terms of the Leaseto the extent of any such deposit or rental security that is actually receivedby such Lender or Purchaser from Tenant that is free and clear of any interestof Landlord or any other landlord under the Lease;

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## (c)                                  be boundby any cancellation, surrender, amendment, waiver of rights or modification ofthe Lease subsequent to the date of the Tenant Estoppel Certificate dated October 21,2009 not consented to in writing by Lender (unless such consent is not requiredpursuant to the Loan Agreement or Security Instrument), or unless the result ofa termination arising under the terms of the Lease);

##  

## (d)                                 be boundby or subject to any defense or offset on the part of Tenant for any payment ofrent more than thirty (30) days in advance of the date due under the terms ofthe Lease, unless Lender shall have actually received such rent or Lender hasconsented to such advance payment in writing, which consent Lender may grant orwithhold in its sole and absolute discretion;

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## (e)                                  be liableto Tenant for completing Landlord’s Work under the Lease or for any unpaidtenant improvement allowance under the Lease; or

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## (f)                                    be boundby any purchase option or right of first refusal to purchase the premisesgranted to Tenant under the Lease.

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# 5.                                       FurtherDocuments.  Exceptas expressly provided for herein, the foregoing provisions shall beself-operative and effective without the execution of any further instrumentson the part of any party hereto.  Tenantagrees, however, to execute and deliver to Lender or to any person to whomTenant agrees to attorn pursuant hereto such other instruments as Lender orsuch person shall reasonably request in order to confirm said attornment.

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# 6.                                       Notice andCure.  Tenant agrees that if thereoccurs a default by Landlord under the Lease:

#  

## (a)                                  A copy ofeach notice given to Landlord pursuant to the Lease shall also be given toLender, and no such notice shall be effective for any purpose under the Leaseunless so given to Lender; and

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## (b)                                 Lendershall have all rights of a mortgagee to notice and cure periods as set forth inSection 31 of the Lease.

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# 7.                                       Notices.  All notices, demands and requests given orrequired to be given hereunder shall be in writing and shall be deemed to havebeen properly given when personally served or if sent by U.S. registered orcertified mail, postage prepaid, or by recognized overnight delivery service,addressed as follows when received:

 

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Lender:                                                        Pacific Life Insurance Company700 Newport Center Drive Newport Beach, California 92660 Attn: Vice President Portfolio Management Real Estate Division

 

Tenant:                                                       Senomyx, Inc. 4767 Nexus Centre Drive San Diego, California 92121Attn:  President, with copy to GeneralCounsel

 

Landlord:                                             ARE-Nexus Centre II, LLC 385 East Colorado Boulevard, Suite 299 Pasadena, California 91101Attn: Corporate Secretary

 

# 8.                                       Limitationof Personal Liability. Notwithstanding anything to the contrary herein or in the Lease, ifLender or any Purchaser acquires title to the Property, Lender or Purchasershall have no obligation, nor incur any liability, beyond the interest, if any,of Lender or Purchaser in the Property (including any proceeds from theoperation or lease thereof, or any sale or condemnation, and any insuranceproceeds payable in respect of Lender’s or Purchaser’s, as the case may be,interest in the Property or in connection with any such loss) and upon anysubsequent sale or transfer of the Property by Lender or any Purchaser, Lenderand such Purchaser shall be released from any and all further duties,liabilities or obligations to Tenant, its successors or assigns arising oraccruing under the Lease from and after the date of such sale or transfer.  By executing this Agreement, Landlordspecifically acknowledges and agrees that nothing contained in this Section 8shall impair, limit, affect, lessen, abrogate or otherwise modify theobligations of Landlord to Tenant under the Lease.

#  

# 9.                                       BindingEffect.  The terms, covenants andconditions hereof shall inure to the benefit of and be binding upon the partieshereto, and their respective heirs, executors, administrators, successors andassigns.

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# 10.                                 Modification.  This Agreement may not be modified orally orin a manner other than by an agreement signed by the parties hereto or theirrespective successors in interest.

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# 11.                                 Choice ofLaw.  This Agreement shall begoverned by the internal law (and not the law of conflicts) of the State inwhich the Property is located.

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# 12.                                 Counterparts.  This Agreement may be executed in two or morecounterparts which, when taken together, shall constitute one and the sameoriginal.

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# 13.                                 Definitions.  As used herein, the following capitalizedterms shall have the following meanings:

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## (a)                                  “Affiliate”means, with respect to any specified Person, any other Person Controlling orControlled by or under common Control with such specified Person.

 

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## (b)                                 “Control”means, as to any Person, the power to direct the management and policies ofsuch Person, directly or indirectly, whether through ownership of a majority ofvoting rights or other beneficial interest, by contract or otherwise.  “Controlling” and “Controlled” have meaningscorrelative to the foregoing.

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## (c)                                  “Person”means any individual, corporation, limited liability company, partnership,joint venture, estate, association, joint stock company, trust, unincorporatedorganization, or government or any agency or political subdivision thereof andany fiduciary acting in such capacity on behalf of any of the foregoing.

##  

[Remainder of Page IntentionallyLeft Blank.]

 

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WITNESS the dueexecution of this instrument by the parties hereto the day and year first abovewritten.

 
| ** ** | **LENDER:** |
|------------|-------------|
|       |        |   |
|       | By:         | PACIFIC LIFE  INSURANCE COMPANY, |
|       |        | a Nebraska  corporation |
|       |        |   |
|       |        | By: | /s/ Jennifer L.  Portnoff |
|       |        | Name: | Jennifer L. Portnoff |
|       |        | Title: | Vice President |
|       |        |   |   |
|       |        | By: | /s/ John Waldeck |
|       |        | Name: | John Waldeck |
|       |        | Title: | Assistant  Secretary |

 

[Signatures continue onthe following page]

 

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| ** ** | **TENANT:**             |
|------------|-------------------------|
|       |                    |
|       | Senomyx, Inc.,     |
|       | a Delaware  corporation |
|       |                    |
|       | By:                     | /s/ David B.  Berger |
|       | Name:                   | David B. Berger |
|       | Its:                    | VP  & General Counsel |

 

[Signatures continue onthe following page]

 

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| ** ** | **LANDLORD:**                         |
|------------|---------------------------------------|
|       |                                  |
|       | ARE-NEXUS CENTRE  II, LLC,            |
|       | a Delaware  limited liability company |
|       |                                  |   |   |
|       | By:                                   | Alexandria Real  Estate Equities, L.P., |
|       |                                  | a Delaware  limited partnership, |
|       |                                  | its Sole Member |
|       |                                  |   |   |
|       |                                  | By: | ARE-QRS Corp., |
|       |                                  |   | a Maryland  corporation, |
|       |                                  |   | its General  Partner |
|       |                                  |   |   |
|       |                                  |   | By: | /s/ Eric S.  Johnson |
|       |                                  |   | Name: | Eric S. Johnson |
|       |                                  |   | Title: | Vice  President, Real Estate Legal Affairs |

 

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| STATE OF  CALIFORNIA | )               |
|----------------------|-----------------|
|                 | )  SS |
| COUNTY OF Orange     | )               |

 

On October 23, 2009, beforeme, Tracey Bouknight, Notary Public, personally appeared Jennifer L. Portnoffand John Waldeck who proved to me on the basis of satisfactory evidence to bethe person(s) whose name(s) is/are subscribed to the within instrument andacknowledged to me that he/she/they executed the same in his/her/theirauthorized capacity(ies), and that by his/her/their signature(s) on theinstrument the person(s), or the entity upon behalf of which the person(s) acted,executed the instrument.

 

I certify under PENALTY OFPERJURY under the laws of the State of California that the foregoing paragraphis true and correct.

 

Witness my hand and officialseal.

 
| /s/ Tracey  Bouknight |   | [Seal] |
|-----------------------|--------|--------|
| (Signature)           |   |   |

 

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| STATE OF  CALIFORNIA      | )               |
|---------------------------|-----------------|
|                      | )  SS |
| COUNTY OF San  Diego | )               |

 

On October 27, 2009, beforeme, Sherry Dollins, Notary Public, personally appeared David Berger who provedto me on the basis of satisfactory evidence to be the person(s) whose name(s)is/are subscribed to the within instrument and acknowledged to me thathe/she/they executed the same in his/her/their authorized capacity(ies), andthat by his/her/their signature(s) on the instrument the person(s), or theentity upon behalf of which the person(s) acted, executed the instrument.

 

I certify under PENALTY OFPERJURY under the laws of the State of California that the foregoing paragraphis true and correct.

 

Witness my hand and officialseal.

 
| /s/ Sherry  Dollins |   | [Seal] |
|---------------------|--------|--------|
| (Signature)         |   |   |

 

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| STATE OF  CALIFORNIA        | )               |
|-----------------------------|-----------------|
|                        | )  SS |
| COUNTY OF Los  Angeles | )               |

 

On October 27, 2009, beforeme, Charles L. Murphy, Notary Public, personally appeared Eric S. Johnson whoproved to me on the basis of satisfactory evidence to be the person(s) whosename(s) is/are subscribed to the within instrument and acknowledged to me thathe/she/they executed the same in his/her/their authorized capacity(ies), andthat by his/her/their signature(s) on the instrument the person(s), or theentity upon behalf of which the person(s) acted, executed the instrument.

 

I certify under PENALTY OFPERJURY under the laws of the State of California that the foregoing paragraphis true and correct.

 

Witness my hand and officialseal.

 
| /s/ Charles L.  Murphy |   | [Seal] |
|------------------------|--------|--------|
| (Signature)            |   |   |

 

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**EXHIBIT A**

** **

**Description Of Real Estate**

** **

**LEGAL DESCRIPTION**

** **

**PARCEL A:**

 

PARCEL 2 OF PARCEL MAP17892, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDINGTO MAP FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON AUGUST6,1997.

 

**PARCEL B:**

 

A NON-EXCLUSIVEEASEMENT FOR ACCESS AND PARKING OVER, UPON AND ACROSS THOSE PORTIONS OF PARCEL1 OF SAID PARCEL MAP NO. 17892 SET FORTH IN DECLARATION OF RECIPROCAL EASEMENTSRECORDED MARCH 27, 1998 AS FILE NO. 1998-0168547 OF OFFICIAL RECORDS.

 

APN: 345-012-15

 

END OF LEGALDESCRIPTION

 

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