Exhibit 10.35


 


AMENDMENT NO. 3 TO OFFICE LEASE


 


This AMENDMENT NO. 3 TO OFFICE LEASE (this
“Amendment”) is dated October 25, 2001, for reference purposes only, by and
between MARRIOTT PLAZA ASSOCIATES L.P.,
a California limited partnership (“Landlord”), and COMMERCE ONE, INC., a Delaware corporation
(successor-in-interest to Commercebid.com) (“Tenant”).


 


RECITALS


 


A.            Landlord
and Commercebid.com entered into that certain Office Lease dated August 30,
1999 (the “Lease”) for premises consisting of approximately 10,029 rentable
square feet with a street address of 2901 Tasman Drive, Suite 211, Santa Clara,
California, and more particularly described in the Lease;


 


B.            On
November 12, 1999, Tenant succeeded to the interest of Commercebid.com as
tenant under the Lease.


 


C.            Landlord
and Tenant entered into that certain Amendment No. 1 To Office Lease dated
October 20, 2000 whereby Landlord agreed to (i) lease to Tenant certain
additional suites in the Building and (ii) to grant to Tenant options to lease
certain additional suites in the Building (“First Amendment”).


 


D.            At
Tenant’s request, Landlord agreed to lease to Tenant one additional suite in
the Building known as Suite 112 pursuant to that certain Amendment No. 2 To
Office Lease dated December 7, 2000 (“Second Amendment”).


 


E.             Pursuant
to the First Amendment Landlord was granted the right to require Tenant to
lease Suite 220 (referred to as the “Must Take Space” in the First Amendment)
and Landlord has elected to require Tenant to lease Suite 220 from Landlord.


 


F.             Pursuant
to the First Amendment, the parties are required to enter into this Lease
Amendment to reflect the leasing of Suite 220 from Landlord to Tenant.  Capitalized terms used in this Amendment and
not otherwise defined shall have the meanings assigned to them in the Lease.


 


NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Landlord and Tenant hereby agree as follows:


 


1.             Leasing
Of Must Take Space Suite 220.  On September 21, 2001 Landlord notified
Tenant that Tenant must lease Suite 220 in accordance with Section 10 of the
First Amendment.  The delivery date of
Suite 220 shall be deemed to be November 6, 2001 and the rent commencement date
for Suite 220 shall be December 29, 2001. 
On November 6, 2001, Suite 220 shall be deemed part of the Premises for
all purposes under the Lease.  It is
acknowledged that the current tenant of Suite 220, Menlo Equities, shall remain
in possession on November 6, 2001 as a subtenant of Tenant and that such shall
not impact the delivery date of Suite 220 to Tenant.


 


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2.             Tenant’s
Percentage Share/Base Year.  Pursuant to Section 9 (j) of the Lease Agreement, Tenant’s
Percentage Share shall be 41.6% from and after November 6, 2001 (subject to
further adjustments based upon changes to the Premises).  The Base Year for Suite 220 shall be
calendar year 2001 pursuant to Section 3 of the First Amendment.


 


3.             Base
Rent.  Base
Rent for Suite 220 shall initially be $13,912.50 per month.  Such rent is subject to increases as set
forth in the Lease Agreement, as amended, as set forth in Section 5 below.


 


4.             Prepaid
Rent.  Tenant
has paid to Landlord the Base Rent for the period of December 29, 2001 through
January 28, 2002 ($13,912.50).  On
January 1, 2002, Tenant shall pay to Landlord the prorated Base Rent for Suite
220 for the period of January 29, 2002 through January 31, 2002 ($1,346.37) and
thereafter Base Rent for Suite 220 shall be due on the 1st day of
each month for that complete calendar month.


 


5.             Base
Rent Increases. 
Pursuant to Section 12 of the First Amendment, Base Rent for Suite 220
shall increase 4% on March 1, 2002 and on each succeeding March 1st thereafter
through expiration of the initial term of the Lease Agreement.


 


6.             Expiration
Date/Option to Extend.  Pursuant to Section 4 of the First Amendment, the expiration date
of the Lease Agreement, as amended, is February 28, 2001.  The option to extend lease term pursuant to
Section 13 of the First Amendment applies to Suite 220 as Suite 220 is now part
of the Leased Premises.


 


7.             Ratification.  The Lease as amended by the First Amendment
and Second Amendment, and as amended by this Amendment, is hereby ratified by
Landlord and Tenant and Landlord and Tenant hereby agree that the Lease, as so
amended, shall continue in full force and effect.


 


8.     Miscellaneous.


 


8.1          Voluntary
Agreement.  The
parties have read this Amendment and on the advice of counsel they have freely
and voluntarily entered into this Amendment.


 


8.2          Attorneys’
Fees.  If
either party commences an action against the other party arising out of or in
connection with this Amendment, the prevailing party shall be entitled to
recover from the losing party reasonable attorneys’ fees and costs of suit.


 


8.3          Successors.  This Amendment shall be binding on and inure
to the benefit of the parties and their successors.


 


8.4          Counterparts.  This Amendment may be signed in two (2) or
more counterparts.  When at least one
such counterpart has been signed by each party, this Amendment shall be deemed
to have been fully executed, each counterpart shall be deemed to be an
original, and all counterparts shall be deemed to be one and the same
agreement.


 


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IN WITNESS WHEREOF, Landlord
and Tenant have executed this Amendment as of the date first written above.


 


	
   

  	
  LANDLORD:

  	 

	
   

  	
   

  	 

	
   

  	
  MARRIOTT PLAZA ASSOCIATES L.P.,

  	 

	
   

  	
  a California
  limited partnership

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  Menlo
  Equities Associates IV LLC,

  	 

	
   

  	
   

  	
  a California
  limited liability company

  	 

	
   

  	
   

  	
  Its General
  Partner

  	 

	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  Menlo
  Equities LLC,

  
	
   

  	
   

  	
   

  	
  a California
  limited liability company

  	 

	
   

  	
   

  	
   

  	
  Its Manager

  	 

	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  Diamant
  Investments LLC,

  	 

	
   

  	
   

  	
   

  	
  a Delaware
  limited liability company

  	 

	
   

  	
   

  	
   

  	
  Its Member

  	 

	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  /s/ Richard
  J. Holmstrom

  	 

	
   

  	
   

  	
   

  	
  Richard J.
  Holmstrom, Manager

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  TENANT:

  	 

	
   

  	
   

  	 

	
   

  	
  COMMERCE ONE, INC.,

  	 

	
   

  	
  a Delaware
  corporation

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ Charles
  D. Boynton

  	 

	
   

  	
  Print Name:

  	
  Charles D.
  Boynton

  	 

	
   

  	
  Its:

  	
  Director of
  Finance

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ Brian
  Griggs

  	 

	
   

  	
  Print Name:

  	
  Brian Griggs

  	 

	
   

  	
  Its:

  	
  Authorized
  Representative

  	 

										



 


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