Exhibit 10.14


 


SECOND
AMENDMENT


 


THIS
SECOND AMENDMENT (the “Amendment”) is made and entered into
as of the 26th day of September, 2003, by and between CA-EMERYVILLE
PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”),
and BIOMEDICINES, INC., a Delaware
corporation (“Tenant”).


 


RECITALS


 


A.            Landlord
(as successor by conversion to EOP-Emeryville Properties, L.L.C., a Delaware
limited liability company, successor in interest to Spieker Properties, L.P., a
California limited partnership) and Tenant are parties to that certain lease
dated February 21, 2001, which lease has been previously amended by
instrument dated March 22, 2001 (collectively, the “Lease”).  Pursuant to the Lease, Landlord has leased to
Tenant space currently containing approximately 11,256 rentable square feet
(the “Original Premises”) described as Suite No. 1666 on the 16th floor of
the building commonly known as Watergate Office Towers – Emeryville Tower III
located at 2000 Powell Street, Emeryville, California (the “Building”).


 


B.            Tenant
has requested that additional space containing approximately 1,384 rentable
square feet described as Suite No. 1650 on the 16th floor of the Building
shown on Exhibit A hereto
(the “Expansion Space”) be added to the Premises and that the Lease be
appropriately amended and Landlord is willing to do the same on the following
terms and conditions.


 


C.            The
Lease by its terms shall expire on February 28, 2005 (“Prior Expiration
Date”), and the parties desire to extend the Term of the Lease, all on the
following terms and conditions.


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Landlord and Tenant agree as follows:


 


I.              EXPANSION.


 


Effective as of the
Expansion Effective Date (defined below), the Premises, as defined in the
Lease, is increased from 11,256 rentable square feet on the 16th floor to
12,640 rentable square feet on the 16th floor by the addition of the Expansion
Space, and from and after the Expansion Effective Date, the Original Premises
and the Expansion Space, collectively, shall be deemed the Premises, as defined
in the Lease.  The Term for the Expansion
Space shall commence on the Expansion Effective Date and end on the Extended
Expiration Date (as hereinafter defined). 
The Expansion Space is subject to all the terms and conditions of the
Lease except as expressly modified herein and except that Tenant shall not be
entitled to receive any allowances, abatements or other financial


 


1





















 


concessions granted with
respect to the Original Premises unless such concessions are expressly provided
for herein with respect to the Expansion Space.


 


A.             The
Expansion Effective Date shall be the later to occur of (i) November 1,
2003 (‘Target Expansion Effective Date”), and (ii) the date upon which the
Landlord Work (as defined in the Work Letter attached as Exhibit B hereto) in the Expansion
Space has been substantially completed; provided,
however, that if Landlord shall be delayed in substantially
completing the Landlord Work in the Expansion Space as a result of the
occurrence of a Tenant Delay (defined below), then, for purposes of determining
the Expansion Effective Date, the date of substantial completion shall be
deemed to be the day that said Landlord Work would have been substantially
completed absent any such Tenant Delay(s). 
A “Tenant Delay” means any act or omission of Tenant or its agents,
employees, vendors or contractors that actually delays substantial completion
of the Landlord Work, including, without limitation, the following:


 


1.             Tenant’s
failure to furnish information or approvals within any time period specified in
the Lease or this Amendment, including the failure to prepare or approve
preliminary or final plans by any applicable due date;


 


2.             Tenant’s
selection of equipment or materials that have long lead times after first being
informed by Landlord that the selection may result in a delay;


 


3.            Changes
requested or made by Tenant to previously approved plans and specifications;


 


4.             The
performance of work in the Expansion Space by Tenant or Tenant’s contractor(s)
during the performance of the Landlord Work; or


 


5.             If
the performance of any portion of the Landlord Work depends on the prior or
simultaneous performance of work by Tenant, a delay by Tenant or Tenant’s
contractor(s) in the completion of such work.


 


The Expansion Space shall
be deemed to be substantially completed on the date that Landlord reasonably
determines that all Landlord Work has been performed (or would have been
performed absent any Tenant Delays), other than any details of construction,
mechanical adjustment or any other matter, the noncompletion of which does not
materially interfere with Tenant’s use of the Expansion Space.  The adjustment of the Expansion Effective
Date and, accordingly, the postponement of Tenant’s obligation to pay Rent on
the Expansion Space shall be Tenant’s sole remedy and shall constitute full
settlement of all claims that Tenant might otherwise have against Landlord by
reason of the Expansion Space not being ready for occupancy by Tenant on the
Target Expansion Effective Date.


 


B.            In
addition to the postponement, if any, of the Expansion Effective Date as a
result of the applicability of Paragraph I.A. of this Amendment, the Expansion
Effective Date shall be delayed to the extent that Landlord fails to deliver 


 


2





















 


possession of the
Expansion Space for any other reason (other than Tenant Delays by Tenant),
including but not limited to, holding over by prior occupants.  Any such delay in the Expansion Effective
Date shall not subject Landlord to any liability for any loss or damage
resulting therefrom.  If the Expansion
Effective Date is delayed, the Extended Expiration Date (defined below) shall
not be similarly extended.


 


II.            EXTENSION.


 


The Term of the Lease is
hereby extended for a period of 36 months and shall expire on February 29,
2008 (“Extended Expiration Date”), unless sooner terminated in accordance with
the terms of the Lease.  That portion of
the Term commencing the day immediately following the Prior Expiration Date (“Extension
Date”) and ending on the Extended Expiration Date shall be referred to herein
as the “Extended Term”.


 


III.           BASE
RENT.


 


A.            Original Premises Through Day Prior To
Amended Base Rent Date.  The
Base Rent, Additional Rent and all other charges under the Lease shall be
payable as provided therein with respect to the Original Premises through and
including the day prior to the Amended Base Rent Date (as hereinafter defined).


 


B.            Original Premises From and After Amended Base
Rent Date.  Effective as of January 1,
2004 (the “Amended Base Rent Date”), the schedule of Base Rent set forth
in the Basic Lease Information of the Lease with respect to the Original
Premises for the period beginning on the Amended Base Rent Date and ending on
the Prior Expiration Date shall be deleted in its entirety and the following schedule of
Base Rent shall be substituted in its place, and the monthly installments of
Base Rent set forth in such substitute schedule shall be payable with
respect to the Original Premises beginning as of the Amended Base Rent Date and
continuing during the remainder of the original Term and the Extended Term:


 


	
  Period

  	
   

  	
  Annual Rate 

  Per Square Foot

  	
   

  	
  Annual 

  Base Rent

  	
   

  	
  Monthly 

  Base Rent

  	
   

  
	
  1/1/04 –
  2/28/05

  	
   

  	
  $

  	
  27.96

  	
   

  	
  $

  	
  314,717.76

  	
   

  	
  $

  	
  26,226.48

  	
   

  
	
  3/1/05 –
  2/28/06

  	
   

  	
  $

  	
  22.20

  	
   

  	
  $

  	
  249,883.20

  	
   

  	
  $

  	
  20,823.60

  	
   

  
	
  3/1/06 – 2/28/07

  	
   

  	
  $

  	
  22.92

  	
   

  	
  $

  	
  257,987.52

  	
   

  	
  $

  	
  21,498.96

  	
   

  
	
  3/1/07 –
  2/29/08

  	
   

  	
  $

  	
  23.52

  	
   

  	
  $

  	
  264,741.12

  	
   

  	
  $

  	
  22,061.76

  	
   

  



 


All such Base Rent shall
be payable by Tenant in accordance with the terms of the Lease.


 


C.            Expansion Space From Expansion Effective Date
Through Extended Expiration Date. 
As of the Expansion Effective Date, the schedule of Base Rent
payable with respect to the Expansion Space for the balance of the original
Term and the Extended Term is the following:


 


3





















 


	
  Period

  	
   

  	
  Annual Rate 

  Per Square Foot

  	
   

  	
  Annual 

  Base Rent

  	
   

  	
  Monthly 

  Base Rent

  	
   

  
	
  11/1/03

  	
  –

  	
  2/28/05

  	
   

  	
  $

  	
  21.60

  	
   

  	
  $

  	
  29,894.40

  	
   

  	
  $

  	
  2,491.20

  	
   

  
	
  3/1/05 

  	
  –

  	
  2/28/06

  	
   

  	
  $

  	
  22.20

  	
   

  	
  $

  	
  30,724.80

  	
   

  	
  $

  	
  2,560.40

  	
   

  
	
  3/1/06 

  	
  –

  	
  2/28/07

  	
   

  	
  $

  	
  22.92

  	
   

  	
  $

  	
  31,721.28

  	
   

  	
  $

  	
  2,643.44

  	
   

  
	
  3/1/07 

  	
  –

  	
  2/29/08

  	
   

  	
  $

  	
  23.52

  	
   

  	
  $

  	
  32,551.68

  	
   

  	
  $

  	
  2,712.64

  	
   

  



 


All such Base Rent shall
be payable by Tenant in accordance with the terms of the Lease.


 


Landlord and Tenant
acknowledge that the foregoing schedule is based on the assumption that
the Expansion Effective Date is the Target Expansion Effective Date.  If the Expansion Effective Date is other than
the Target Expansion Effective Date, the schedule set forth above with
respect to the payment of any installment(s) of Base Rent for the Expansion
Space shall be appropriately adjusted on a per diem basis to reflect the actual
Expansion Effective Date, and the actual Expansion Effective Date shall be set
forth in a confirmation letter to be prepared by Landlord.  However, the effective date of any increases
or decreases in the Base Rent rate shall not be postponed as a result of an
adjustment of the Expansion Effective Date as provided above.


 


IV.           ADDITIONAL
SECURITY DEPOSIT.


 


Upon Tenant’s execution
hereof, Tenant shall pay Landlord the sum of $123,000.00 (the “Additional
Security Deposit”) which is added to and becomes part of the Security Deposit,
if any, held by Landlord as provided under Section 5 of the Lease as
security for payment of Rent and the performance of the other terms and
conditions of the Lease by Tenant.  The
Additional Security Deposit shall be in the form of an irrevocable letter of
credit in accordance with Section 5 of the Lease.  Accordingly, simultaneous with the execution
hereof, the Security Deposit is increased from $174,000.00 to $297,000.00.


 


V.            TENANT’S
PROPORTIONATE SHARE.


 


For the period commencing
with the Expansion Effective Date and ending on the Extended Expiration Date,
Tenant’s Proportionate Share for the Expansion Space is 0.3763%.


 


VI.           OPERATING
EXPENSES.


 


A.            Original Premises for the Extended Term.  For the period commencing with the Extension
Date and ending on the Extended Expiration Date, Tenant shall pay for Tenant’s
Proportionate Share of Operating Expenses applicable to the Original Premises
in accordance with the terms of the Lease, provided,
however, during such period, the Base Year for the computation of
Tenant’s Proportionate Share of Operating Expenses applicable to the Original
Premises is amended from 2001 to 2004.


 


4





















 


B.            Expansion Space From Expansion Effective Date
Through Extended Expiration Date. 
For the period commencing with the Expansion Effective Date and ending
on the Extended Expiration Date, Tenant shall pay for Tenant’s Proportionate
Share of Operating Expenses applicable to the Expansion Space in accordance
with the terms of the Lease, provided,
however, during such period, the Base Year for the computation of
Tenant’s Proportionate Share of Operating Expenses applicable to the Expansion
Space is 2003.


 


VII.         IMPROVEMENTS
TO EXPANSION SPACE.


 


A.            Condition of Expansion Space.  Tenant has inspected the Expansion Space and
agrees to accept the same “as is” without any agreements, representations,
understandings or obligations on the part of Landlord to perform any
alterations, repairs or improvements, except as may be expressly provided
otherwise in this Amendment.


 


B.            Responsibility for Improvements to Expansion
Space.  Landlord shall perform
improvements to the Expansion Space in accordance with the Work Letter attached
hereto as Exhibit B.


 


VIII.        EARLY
ACCESS TO EXPANSION SPACE.


 


During any period that
Tenant shall be permitted to enter the Expansion Space prior to the Expansion
Effective Date (e.g., to perform
alterations or improvements), Tenant shall comply with all terms and provisions
of the Lease, except those provisions requiring payment of Base Rent or
Additional Rent as to the Expansion Space. 
If Tenant takes possession of the Expansion Space prior to the Expansion
Effective Date for any reason whatsoever (other than the performance of work in
the Expansion Space with Landlord’s prior approval), such possession shall be
subject to all the terms and conditions of the Lease and this Amendment, and
Tenant shall pay Base Rent and Additional Rent as applicable to the Expansion
Space to Landlord on a per diem basis for each day of occupancy prior to the
Expansion Effective Date.


 


IX.           OTHER
PERTINENT PROVISIONS.


 


Landlord and Tenant agree
that, effective as of the date of this Amendment (unless different effective
dates are specifically referenced in this Section), the Lease shall be amended
in the following additional respects:


 


A.            Landlord’s Addresses for Notices.  Effective as of the date hereof, Landlord’s “Addresses
for Notices” as set forth in the Basic Lease Information of the Lease is hereby
deleted and replaced with the following:


 


	
  “Landlord:

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
  CA-Emeryville
  Properties Limited

  	
   

  	
  Equity Office

  
	
  Partnership

  	
   

  	
  Two North
  Riverside Plaza

  
	
  c/o Equity
  Office Management, L.L.C.

  	
   

  	
  Suite 2100

  
	
  2200 Powell
  Street

  	
   

  	
  Chicago,
  Illinois 60606

  
	
  Suite 200

  	
   

  	
  Attn: 

  	
  San Francisco
  Regional

  
	
  Emeryville,
  California 94608

  	
   

  	
   

  	
  Counsel”

  
	
  Attn: Property
  Manager

  	
   

  	
   

  



 


5





















 


B.           Parking.  Section 15 of the Lease and the “Parking
Density’ section of the Basic Lease Information of the Lease, regarding
the parking spaces which are available to Tenant’s employees and visitors,
remains unmodified hereby and, effective as of the Expansion Effective Date,
Tenant shall be entitled to the appropriate number of parking spaces, in the
proportion referenced in the aforesaid sections, in connection with the
Expansion Space.


 


C.            Deleted Section.  Effective as of the Extension Date, in
addition to the other Sections and provisions of the Lease modified herein, Section 22
(Contingency) of the Lease shall be deleted in its entirety and shall be of no
further force and effect.


 


X.            MISCELLANEOUS.


 


A.             This
Amendment and the attached exhibits, which are hereby incorporated into and
made a part of this Amendment, set forth the entire agreement between the
parties with respect to the matters set forth herein.  There have been no additional oral or written
representations or agreements.  Under no
circumstances shall Tenant be entitled to any Rent abatement, improvement
allowance, leasehold improvements, or other work to the Premises, or any
similar economic incentives that may have been provided Tenant in connection
with entering into the Lease, unless specifically set forth in this Amendment.


 


B.             Except
as herein modified or amended, the provisions, conditions and terms of the
Lease shall remain unchanged and in full force and effect.


 


C.            In
the case of any inconsistency between the provisions of the Lease and this
Amendment, the provisions of this Amendment shall govern and control.


 


D.             Submission
of this Amendment by Landlord is not an offer to enter into this Amendment but
rather is a solicitation for such an offer by Tenant.  Landlord shall not be bound by this Amendment
until Landlord has executed and delivered the same to Tenant.


 


E.             The
capitalized terms used in this Amendment shall have the same definitions as set
forth in the Lease to the extent that such capitalized terms are defined
therein and not redefined in this Amendment.


 


F.            Tenant
hereby represents to Landlord that Tenant has dealt with no broker other than
Aegis Realty in connection with this Amendment. 
Tenant agrees to indemnify and hold Landlord, its trustees, members,
principals, beneficiaries, partners, officers, directors, employees,
mortgagee(s) and agents, and the 


 


6





















 


respective
principals and members of any such agents (collectively, the “Landlord Related
Parties”) harmless from all claims of any brokers other than Aegis Realty claiming
to have represented Tenant in connection with this Amendment.  Landlord hereby represents to Tenant that
Landlord has dealt with no broker in connection with this Amendment.  Landlord agrees to indemnify and hold Tenant,
its trustees, members, principals, beneficiaries, partners, officers,
directors, employees, and agents, and the respective principals and members of
any such agents (collectively, the “Tenant Related Parties”) harmless from all
claims of any brokers claiming to have represented Landlord in connection with
this Amendment.


 


Equity Office Properties
Management Corp. (“EOPMC”) is an affiliate of Landlord and represents only
Landlord in this transaction.  Any
assistance rendered by any agent or employee of EOPMC in connection with this
Amendment or any subsequent amendment or modification hereto has been or will
be made as an accommodation to Tenant solely in furtherance of consummating the
transaction on behalf of Landlord, and not as agent for Tenant.


 


G.            Each
signatory of this Amendment represents hereby that he or she has the authority
to execute and deliver the same on behalf of the party hereto for which such
signatory is acting.


 


[SIGNATURES ARE ON FOLLOWING PAGE]


 


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


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  CA-EMERYVILLE
  PROPERTIES LIMITED PARTNERSHIP, a Delaware limited
  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  EOM
  GP, L.L.C., a Delaware limited liability

  company, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  EQUITY
  OFFICE MANAGEMENT, L.L.C.,

  a Delaware limited liability company, its 

  non-member manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Mark
  Geisreiter

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark Geisreiter

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
								



 


7





















 


	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  BIOMEDICINES,
  INC., a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ James Ahlers

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   James Ahlers

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 


8





















 


EXHIBIT
A


 


OUTLINE
AND LOCATION OF EXPANSION SPACE


 





 





















 


EXHIBIT B


 


WORK
LETTER


 


This Exhibit is attached
to and made a part of the Amendment by and between CA-EMERYVILLE
PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”),
and BIOMEDICINES, INC., a Delaware
corporation (“Tenant”), for space in the Building located at 2000 Powell
Street, Emeryville, California.


 


As used in this
Work Letter, the “Premises” shall be deemed to mean the Expansion Space, as
defined in the attached Amendment.


 


1.            This
Work Letter shall set forth the obligations of Landlord and Tenant with respect
to the improvements to be performed in the Premises for Tenant’s use.  All improvements described in this Work
Letter to be constructed in and upon the Premises by Landlord are hereinafter
referred to as the “Landlord Work.”  It
is agreed that construction of the Landlord Work will be completed at Tenant’s
sole cost and expense, subject to the Allowance (as defined below).  Landlord shall enter into a direct contract
for the Landlord Work with a general contractor selected by Landlord.  In addition, Landlord shall have the right to
select and/or approve of any subcontractors used in connection with the
Landlord Work.


 


2.             Tenant
shall be solely responsible for the timely preparation and submission to
Landlord of the final architectural, electrical and mechanical construction
drawings, plans and specifications (called “Plans”) necessary to construct the
Landlord Work, which plans shall be subject to approval by Landlord and
Landlord’s architect and engineers and shall comply with their requirements to
avoid aesthetic or other conflicts with the design and function of the balance
of the Building.  Tenant shall be
responsible for all elements of the design of Tenant’s plans (including,
without limitation, compliance with law, functionality of design, the
structural integrity of the design, the configuration of the Premises and the
placement of Tenant’s furniture, appliances and equipment), and Landlord’s
approval of Tenant’s plans shall in no event relieve Tenant of the
responsibility for such design.  If
requested by Tenant, Landlord’s architect will prepare the Plans necessary for
such construction at Tenant’s cost. 
Whether or not the layout and Plans are prepared with the help (in whole
or in part) of Landlord’s architect, Tenant agrees to remain solely responsible
for the timely preparation and submission of the Plans and for all elements of
the design of such Plans and for all costs related thereto.  Tenant has assured itself by direct
communication with the architect and engineers (Landlord’s or its own, as the
case may be) that the final approved Plans can be delivered to Landlord on or
before                       ,
20       (the “Plans Due Date”), provided that Tenant promptly furnishes
complete information concerning its requirements to said architect and
engineers as and when requested by them. 
Tenant covenants and agrees to cause said final, approved Plans to be
delivered to Landlord on or before said Plans Due Date and to devote such time
as may be necessary in consultation 


 


1





















 


with said
architect and engineers to enable them to complete and submit the Plans within
the required time limit.  Time is of the
essence in respect of preparation and submission of Plans by Tenant.  If the Plans are not fully completed and
approved by the Plans Due Date, Tenant shall be responsible for one day of
Tenant Delay (as defined in the Amendment to which this Exhibit is attached)
for each day during the period beginning on the day following the Plans Due
Date and ending on the date completed Plans are approved.  (The word “architect” as used in this Exhibit
shall include an interior designer or space planner.)


 


3.             If
Landlord’s estimate and/or the actual cost of construction shall exceed the
Allowance, Landlord, prior to commencing any construction of Landlord Work,
shall submit to Tenant a written estimate setting forth the anticipated cost of
the Landlord Work, including but not limited to labor and materials, contractor’s
fees and permit fees.  Within 3 Business
Days thereafter, Tenant shall either notify Landlord in writing of its approval
of the cost estimate, or specify its objections thereto and any desired changes
to the proposed Landlord Work.  If Tenant
notifies Landlord of such objections and desired changes, Tenant shall work
with Landlord to reach a mutually acceptable alternative cost estimate.


 


4.             If
Landlord’s estimate and/or the actual cost of construction shall exceed the
Allowance, if any (such amounts exceeding the Allowance being herein referred
to as the “Excess Costs”), Tenant shall pay to Landlord such Excess Costs, plus
any applicable state sales or use tax thereon, upon demand.  The statements of costs submitted to Landlord
by Landlord’s contractors shall be conclusive for purposes of determining the
actual cost of the items described therein. 
The amounts payable by Tenant hereunder constitute Rent payable pursuant
to the Lease, and the failure to timely pay same constitutes an event of
default under the Lease.


 


5.             If
Tenant shall request any change, addition or alteration in any of the Plans
after approval by Landlord, Landlord shall have such revisions to the drawings
prepared, and Tenant shall reimburse Landlord for the cost thereof, plus any
applicable state sales or use tax thereon, upon demand.  Promptly upon completion of the revisions,
Landlord shall notify Tenant in writing of the increased cost which will be
chargeable to Tenant by reason of such change, addition or deletion.  Tenant, within one Business Day, shall notify
Landlord in writing whether it desires to proceed with such change, addition or
deletion.  In the absence of such written
authorization, Landlord shall have the option to continue work on the Premises
disregarding the requested change, addition or alteration, or Landlord may
elect to discontinue work on the Premises until it receives notice of Tenant’s
decision, in which event Tenant shall be responsible for any Tenant Delay in
completion of the Premises resulting therefrom. 
If such revisions result in a higher estimate of the cost of
construction and/or higher actual construction costs which exceed the
Allowance, such increased estimate or costs shall be deemed Excess Costs
pursuant to Paragraph 4 hereof and Tenant shall pay such Excess Costs, plus any
applicable state sales or use tax thereon, upon demand.


 


2





















 


6.             Following
approval of the Plans and the payment by Tenant of the required portion of the
Excess Costs, if any, Landlord shall cause the Landlord Work to be constructed
substantially in accordance with the approved Plans.  Landlord shall notify Tenant of substantial
completion of the Landlord Work.


 


7.             Landlord,
provided Tenant is not in default, agrees to provide Tenant with an allowance
(the “Allowance”) in an amount not to exceed $15,002.56 (i.e., $10.84 per rentable square foot of
the Premises) to be applied toward the cost of the Landlord Work in the
Premises.  If the Allowance shall not be
sufficient to complete the Landlord Work, Tenant shall pay the Excess Costs,
plus any applicable state sales or use tax thereon, as prescribed in Paragraph
4 above.  Any portion of the Allowance
which exceeds the cost of the Landlord Work or is otherwise remaining after                       ,
20     , shall accrue to the sole benefit of Landlord,
it being agreed that Tenant shall not be entitled to any credit, offset,
abatement or payment with respect thereto.


 


8.             This
Exhibit shall not be deemed applicable to any additional space added to the
Premises at any time or from time to time, whether by any options under the
Lease or otherwise, or to any portion of the original Premises or any additions
to the Premises in the event of a renewal or extension of the original Term of
the Lease, whether by any options under the Lease or otherwise, unless
expressly so provided in the Lease or any amendment or supplement to the Lease.


 


3