exv10w33



 




Exhibit 10.33


FIRST AMENDMENT TO OFFICE LEASE


     This First Amendment to the Office Lease as defined below (this
“Amendment”) is entered into as of March 11, 2004, between EMBARCADERO
CORPORATE
CENTER as Landlord and INTRABIOTICS PHARMACEUTICALS, INC. as Tenant, with
reference to the following facts:



     A.     Tenant and Landlord are parties to a certain Office Lease at the
Embarcadero Corporate Center dated February 10, 2003 (the “Lease”) with respect
to certain premises commonly known as Suite 100 (the “Original Premises”)
located at 2483 East Bayshore Road, Palo Alto, Ca.



     B.     Landlord and Tenant desire to enter into this Amendment to
memorialize their agreement as to the extension of the term of the Lease and
the expansion of the premises leased by Tenant thereunder.



     NOW, THEREFORE, for good and valuable consideration, the undersigned
hereby agree as follows:



     1.     Tenant hereby agrees to lease from Landlord, and Landlord hereby
agrees to lease to Tenant, those certain additional premises (“Additional
Premises”) identified as Suite 520, 2471 East Bayshore Road, Palo Alto, CA,
comprised of approximately 3,526 rentable square feet of area, for a term
commencing on April 1, 2004 and ending on June 30, 2005. The terms and
conditions of the Lease shall be applicable to the Additional Premises, except
to the extent inconsistent herewith. Base monthly rent for the Additional
Premises shall be $2.25 per square foot, totaling $7,933.50 per month. Upon
execution of this Amendment, Tenant shall tender the first month’s rent for the
Additional Premises and a security deposit equal to one month’s rent for the
Additional Premises to Landlord. Prior to the commencement of the term for the
Additional Premises, Landlord shall install mutually approved building standard
carpet within the space, and shall re-locate between three and five electrical
outlets within private offices in order to accommodate Tenant’s intended use
therein. Tenant may have early access to the Additional Premises upon full
execution of this Amendment and payment of the sums required hereunder,
provided the same does not interfere with completion of Landlord’s work as set forth
herein.



     2.     Tenant and Landlord hereby agree to extend the term of the office
Lease with respect to the Original Premises for an additional term commencing
on
July 1, 2004 and ending on June 30, 2005 (the “Extended Term”). Base monthly
rent for the Original Premises during the Extended Term shall be $8,064.



     3.     Landlord hereby grants to Tenant an option to extend the term of the
amended Lease as to both suites for an additional term of six (6) months at
then current market rent in the building. Tenant shall provide not less than
sixty (60) days prior written notice of exercise of the option if it desires to
extend the term.



     4.     All the terms and conditions of the Lease shall remain in full force
and effect, except as expressly amended hereby or as inconsistent herewith.
Capitalized terms herein shall have the same meaning as in the Lease. The terms
of this Amendment shall prevail to the extent of any inconsistencies between
the Lease and this Amendment.



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



	 	 	 	 	 	 	 	 	 	 	 
	LANDLORD:	 	TENANT:
	 
	 	 	 	 	 	 	 	 	 	 
	EMBARCADERO CORPORATE CENTER	 	INTRABIOTICS PHARMACEUTICALS, INC.
	By:	 	Embarcadero Bayshore Investors, LLC	 	 	 	 
	 	 	By:	 	EBI Management, Inc.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Jim Blake
	 	By:
	 	/s/ David Tucker
	

	 	 	 	 	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	Its:
	 	EVP
	 	Its:
	 	PFO
	

	 	 	 	 	 	
 
	 	 	 	
 







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