Exhibit 10.34


 


AMENDMENT NO. 2 TO OFFICE LEASE


 


This AMENDMENT NO. 2 TO OFFICE LEASE (this
“Amendment”) is dated December 7, 2000, 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 has agreed to lease to Tenant one additional suite
in the Building known as Suite 112 comprised of approximately 2,893 square
feet.


 


E.             Landlord
and Tenant desire to further amend the Lease on the terms and conditions set
forth herein.  Capitalized terms used in
this Amendment and not otherwise defined shall have the meanings assigned to
them in the Lease.


 


AGREEMENT


 


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


 


1.             Additional
Definitions.  The
shall be added to the end of Article 1 of the Lease:  “The term “Suite 112” shall mean Suite 112 of the Building comprised
of approximately 2,893 square feet.”


 


2.             Premises.  Suite 112 shall be
delivered by Landlord to Tenant in accordance with the provisions in Section 5
below, and once so delivered shall be deemed part of the Premises for all
purposes under the Lease.


 


3.             Base
Year.  Base
Year for Suite 112 shall be calendar year 2001.


 


4.             Security
Deposit.  The
Security Deposit shall be increased by $18,081.25 to $143,081.25.  The additional Security Deposit of
$18,081.25 shall be delivered to Landlord


 


1

















 


within five (5) business days
after full execution of this Lease.  The
additional Security Deposit shall either be in the form of cash or Tenant shall
deliver to Landlord a replacement Letter of Credit (in the same form and
content as the existing Letter of Credit, except for the amount thereof) for
the then full amount of the Security Deposit and Landlord shall return the
existing Letter of Credit to Tenant.  If
Tenant elects, Tenant may initially post cash for the additional Security
Deposit and at a later date replace the cash with the Letter of Credit as set
forth herein.


 


5.             Delivery
and Base Rent for Suite 112.


 


5.1          Delivery.  Landlord shall
deliver to Tenant Suite 112 upon full execution of this Amendment; provided, however, that if Landlord, for
any reason whatsoever beyond Landlord’s reasonable control, cannot deliver
possession of Suite 112 to Tenant on such date, this Lease shall not be void or
voidable as to Suite 112 or any of the Premises, nor shall Landlord be liable
to Tenant for any loss or damage resulting therefrom, but in that event, rent
for Suite 112 shall be abated until Landlord can deliver possession.  In the event Tenant occupies any part of
Suite 112 prior to the delivery date as set forth in this subsection, Tenant
shall commence paying rent for Suite 112 as of such date.


 


5.2          Base
Rent.  The
lease by Landlord to Tenant of Suite 112 shall be on the following terms:  (i) the Commencement Date for Base Rent for
Suite 112 shall be forty-five (45) days after Suite 112 is delivered to Tenant
and  (ii) Base Rent for Suite 112 shall
be $18,081.25 per month and shall be increased pursuant to Section 7 below.


 


6.             Condition
of Suite 112.  Tenant
hereby acknowledges that Tenant has inspected Suite 112 and that Landlord shall
deliver such suite and all Building or operating systems to Tenant (and Tenant
hereby accepts them) in their then “AS IS” condition, with all faults, subject
to Landlord’s maintenance and repair obligations under Section 18 (a) of the Lease.  Landlord makes no representations or
warranties to Tenant regarding the condition of the Suite 112.


 


7.             Rent
Increases.  Base
Rent for Suite 112 shall be increased by four percent (4%) on March 1, 2002 and
each March 1st thereafter until the expiration or earlier
termination of the Lease.


 


8.             Tenant
Improvements.   Tenant
shall, pursuant to the work letter attached to the Lease as Exhibit B
(the “Work Letter”), perform the work and make the installations in Suite 112
substantially as set forth in the Work Letter (such work and installations to
be performed or made by Tenant hereinafter referred to as the “Improvement
Work”).


 


9.             Ratification.   The Lease and
First Amendment, 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.


 


10.          Miscellaneous.


 


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


 


2

















 


10.2        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.


 


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


 


10.4        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.


 


[Signatures
Appear On Following Page]


 


3

















 


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

  	 

								



 


4