Exhibit
10.15


 


FIRST
AMENDMENT TO SUBLEASE,


SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT


 


THIS FIRST AMENDMENT TO SUBLEASE,
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”), dated for reference
purposes only as of April 2, 1999, is made by and among VARIAN, INC., a
Delaware corporation (“Sublessor”), COMMUNICATIONS & POWER INDUSTRIES, INC., a Delaware corporation
(“Sublessee”), VARIAN ASSOCIATES,
INC., a Delaware corporation (“Varian Associates”), and VARIAN REALTY INC., a California corporation
(“Varian
Realty”).
Varian Associates and Varian Realty are sometimes hereinafter collectively
referred to as “Ground Lessee”.


 


Recitals:


 


A.                                  Varian Associates, a
California corporation (“Varian California”), and The Board of Trustees of the Leland Stanford
Junior University (“Stanford”)
are the
parties to that certain unrecorded Lease dated July 1, 1959, as subsequently
amended by Varian California and Stanford (the “Original Lease for Units 6, 7, 10 and 12”), whereby Varian California leased from Stanford certain
real property located in Palo Alto, California, commonly referred to as Units
6, 7, 10 and 12.


 


B.                                    Varian California and
Stanford are the parties to that certain unrecorded Lease dated January 1,
1956, a Memorandum of Lease having been recorded June 25, 1956, in Book 3532,
at Page 469, Records of Santa Clara County, California, as subsequently amended
by Varian California and Stanford (collectively, the “Original Lease for Units 5 and 11A”), whereby Varian California,
leased from Stanford certain real property located in Palo Alto, California,
commonly referred to as Units 5 and 11A. The Original Lease for Units 6, 7, 10
and 12 and the Original Lease for Units 5 and 11A are collectively referred to
herein as the “Original Leases”.


 


C.                                    Varian Associates, as the
successor to Varian California as the “Lessee” under the Original Lease for
Units 6, 7, 10 and 12, as “Sublessor”, and Sublessee, as “Sublessee” entered
into that certain Sublease (Building 4, Palo Alto) dated August 10, 1995, a
Memorandum of Sublease (Building 4, Palo Alto) having been recorded August 10, 1995,
as Instrument No. 12979123, Records of Santa Clara County, California
(collectively, the “CPI Sublease”),
whereby Sublessee
subleased from Varian Associates a portion of the building situated on Unit 6,
located at 3120 Hansen Way, Palo Alto, California, and commonly referred to as
Building 4 (“Building
4”). The CPI Sublease is
subject and subordinate to the Original Lease for Units 6, 7, 10 and 12.


 


D.                                   Varian Associates and
Stanford separated the Original Lease for Units 6, 7, 10 and 12 into three
separate leaseholds, and Varian Associates,


 


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Varian Realty and Stanford combined the leaseholds for
Units 5, 6 and 11 A in to a single lease pursuant to that certain Restated and
Amended Lease by and between Varian Associates and Varian Realty, collectively
as “Lessee”, and Stanford, as “Lessor”, dated March 30, 1999, a Memorandum of
Restatement and Amendment of Lease having been recorded March 30, 1999, as
Instrument No. 14729331, Records of Santa Clara County, California
(collectively, the “Restated
and Amended Lease”).  The Restated and Amended
Lease restates and amends the Original Leases with respect to Units 5, 6 and
11A.


 


E.                                      Varian Associates and
Varian Realty, collectively as “Sublessor”, and Sublessor, as “Sublessee”, have
entered into that certain unrecorded Sublease dated as of April 1, 1999 (the “Varian, Inc. Sublease”),
whereby Varian
Associates and Varian Realty subleased to Sublessor all of Building 4 and the
adjacent back yard fronting on Hanover Street.


 


F.                                    The interest of Varian
Associates and Varian Realty in and to the CPI Sublease was assigned to
Sublessor pursuant to that certain unrecorded Assignment and Assumption of
Sublessor’s Interest in Subleases dated April 2, 1999 by and between Varian
Associates and Varian Realty, collectively as “Assignor”, and Sublessor, as “Assignee”
(the “Assignment”).
A copy of the
Assignment is attached to this Agreement as Schedule 1.


 


G.                                   Sublessor and Sublessee
desire to (1) amend the CPI Sublease to reflect the restatement and amendment
of the Original Leases for Units 5, 6 and
11A by the Restated and Amended Lease; (2) subordinate the CPI Sublease to the
Varian, Inc. Sublease; and (3) provide for the attornment of Sublessee to
Sublessor; and Sublessee desires to obtain from Ground Lessee non-disturbance
protection in the event of the termination of the Varian, Inc. Sublease, all as
set out in this Agreement.


 


Agreements:


 


NOW, THEREFORE, in consideration
of the agreements of Sublessor, Sublessee and Ground Lessee set forth in this
Agreement and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, Sublessor, Sublessee and Ground Lessee agree
as follows:


 


1.                                       Amendment of the CPI
Sublease.
Sublessor and Sublessee hereby amend the CPI Sublease as follows:


 


a.                                       Adjacent Property Lease. The definition of “Adjacent
Property Lease” set out in Section 1.1 of the CPI Sublease is hereby deleted.


 


b.                                      Adjacent Property Sublease. The definition of “Adjacent
Property Sublease” set out in Section 1.1 of the CPI Sublease is hereby
deleted.


 


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c.                                       Master Lease. The definition of “Master
Lease” set out in Section 1.1 of the CPI Sublease is hereby amended to read in
its entirety as follows:


 


“Master Lease”
means that
certain Lease, dated July 1, 1959, by and between Stanford, as lessor, and
Varian Associates, a California corporation, as lessee, for the lease of real
property and improvements (“Unit 6 Premises”), as such Lease has been restated
and amended pursuant to that certain Restated and Amended Lease dated March 30,
1999, by and between Stanford, as lessor, and Varian Associates, Inc., a
Delaware corporation, and Varian Realty Inc., a California corporation,
collectively as lessee, a Memorandum of Restatement and Amendment of Lease
having been recorded on March 30, 1999, as Instrument No. 14729331, Records of
Santa Clara County, California, together with such rules, regulations and
guidelines as Stanford may adopt from time to time. A copy of the Restated and
Amended Lease is attached hereto as Exhibit F and incorporated herein by
this reference.


 


From and
after the date of this Agreement, all references contained in the CPI Sublease
to the “Master Lease” shall be deemed to refer to the Restated and Amended
Lease.


 


d.                                      Premises. The definition of “Premises”
set out in Section 1.1 of the CPI Sublease is hereby deleted.


 


e.                                       Sublessor. The definition of “Sublessor”
set out in Section 1.1 of the CPI Sublease is hereby amended to read in its
entirety as follows:


 


“Sublessor” means Varian, Inc., a
Delaware corporation.


 


From and
after the date of this Agreement, all references contained in the CPI Sublease
to “Sublessor” shall be deemed to refer to Varian, Inc., a Delaware
corporation.


 


f.                                         Exhibit B. Exhibit B attached to
the CPI Sublease is hereby replaced with the diagram attached to this Agreement
as Exhibit B. From and after the date of this Agreement, all references
contained in the CPI Sublease to Exhibit B or to the “Unit 6 Premises” shall be
deemed to refer to Exhibit B attached to this Agreement and the Unit 6
Premises shown thereon.


 


g.                                      Exhibit E. Exhibit E attached to
the CPI Sublease is hereby replaced with the schedule attached to this
Agreement as Exhibit E. From and after the date of this Agreement, all
references contained in the CPI Sublease to Exhibit E or to the “Annual Rent
Rate Schedule” shall be deemed to refer to


 


3





















 


Exhibit E attached to this
Agreement, as the same may be amended from time to time pursuant to the CPI
Sublease.


 


h.                                      Exhibit F. Exhibit F attached to
the CPI Sublease is hereby replaced with the copy of the Restated and Amended
Lease attached to this Agreement as Exhibit F. From and after the date
of this Agreement, all references contained in the CPI Sublease to Exhibit F
shall be deemed to refer to Exhibit F attached to this Agreement.


 


i.                                          Exhibit H. Exhibit H attached to
the CPI Sublease is hereby replaced with the list attached to this Agreement as
Exhibit H. From and after the date of this Agreement, all references
contained in the CPI Sublease to Exhibit H or to the “Rules, Regulations, and
Security Measures” shall be deemed to refer to Exhibit H attached to
this Agreement and the rules, regulations and security measures set out
therein, as the same may be amended from time to time pursuant to the CPI
Sublease.


 


j.                                          Section 2.3. The words “Master Lease”
appearing in the sixth line of Section 2.3 of the CPI Sublease are hereby
replaced with the words “Varian Inc. Sublease”.


 


k.                                       Section 4.2. The following is hereby
inserted at the end of Section 4.2 of the CPI Sublease:


 


Sublessee’s right to use non-reserved parking spaces in the
Parking Lot is limited to those non-reserved spaces located in the Parking Lot
that may be used by Sublessor under the Varian Inc. Sublease.


 


l.                                          Section 4.3. Section 4.3 of the CPI
Sublease is hereby amended to read in its entirety as follows:


 


4.3                               Waste Hauling. Pursuant to that certain unrecorded Sublease by and
between Varian Associates, Inc., a Delaware corporation, and Varian Realty
Inc., a California corporation, collectively as “Sublessor”, and Sublessor, as “Sublessee”,
dated April 1, 1999 (the “Varian, Inc. Sublease”), Sublessor has certain rights
to pass over and across that portion of the property adjacent to the Unit 6
Premises identified on the plan attached hereto as Exhibit B as the “Adjacent
Property”. Sublessor hereby grants to Sublessee for the benefit of Sublessee
and its permitted subtenants, and their employees, the non-exclusive right of
access to pass over and across that portion of the Adjacent Property identified
on Exhibit B hereto as the “Adjacent Property Access Route” for the
limited purpose of transporting Hazardous Materials (as hereinafter defined)
from the Subleased Premises to Sublessee’s hazardous waste yard located or to
be located at 607 Hansen Way, Palo Alto, California, subject to (i) the rights
of Sublessor retained herein, (ii)


 


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the Rules, Regulations, and Security Measures governing the
use of such adjacent property, (iii) the terms of Section 10.1 (Use of
Hazardous Materials), (iv) the Indemnification terms of Section 10.5, (v) the
terms of Section 10.2 (Duty to Inform Sublessor), (vi) any and all existing
encumbrances and other matters of record including the Master Lease and the
Varian, Inc. Sublease, and (vii) the terms and provisions of this Sublease.


 


m.                                    Section 6.1. The words “or cause the “Sublessor”
under the Varian Inc. Sublease to pay” are hereby inserted after the word “pay”
in the first line of Section 6.1 of the CPI Sublease.


 


n.                                      Section 7.1. (i) The words and dollar
amount “Two Million Dollars ($2,000,000)” appearing in the seventh and eighth
lines of the second paragraph of Section 7.1 of the CPI Sublease are hereby
replaced with the words and dollar amount “Ten Million Dollars ($10,000,000)”;
(ii) the word “premises” appearing in the second line of the sixth paragraph of
Section 7.1 of the CPI Sublease is hereby replaced with the words “Subleased
Premises”; and (iii) the following is added at the end of Section 7.1 of the
CPI Sublease:


 


Notwithstanding any provision of this Sublease to the
contrary, the insurance to be maintained by Sublessee pursuant to this Section
7.1 shall be in a form, provide such coverages and otherwise satisfy the
requirements set out in Paragraph 11 of the Master Lease.


 


o.                                      Section 7.2. (i) The word “building”
appearing in the fourth line of the first paragraph of Section 7.2 of the CPI
Sublease is hereby replaced with the word and number “Building 4”, and (ii) the
word “premises” appearing in the second line of the third paragraph of Section
7.2 of the CPI Sublease is hereby replaced with the words “Subleased Premises”.


 


p.                                      Section 8.2. The parenthetical clause
reading “(including, without limitation, Sublessor’s wastewater treatment
system)” appearing in the fifth and sixth lines of Section 8.2 of the CPI
Sublease is hereby deleted.


 


q.                                      Section 9.1. The clause reading “except
as required to patrol the Parking Lot and Common Areas” appearing in the second
and third lines of Section 9.1 of the CPI Sublease, and the comma preceding
such clause, are hereby deleted.


 


r.                                         Section 9.2. The word “Premises”
appearing in the eleventh line of Section 9.2 of the CPI Sublease is hereby
replaced with the words “Subleased Premises”.


 


5





















 


s.                                       Section 10.1. The word “Premises”
appearing in the second, third, tenth and thirteenth lines of the first
paragraph of Section 10.1 of the CPI Sublease is hereby replaced with the words
“Subleased Premises”.


 


t.                                         Section 10.2. The word “Premises”
appearing in the third, ninth and eleventh lines (such word appears twice in the
eleventh line) of the first paragraph of Section 10.2 of the CPI Sublease is
hereby replaced with the words “Subleased Premises”.


 


u.                                      Section 10.5. The word “Premises”
appearing in the third, sixth and ninth lines of Section 10.5 of the CPI
Sublease is hereby replaced with the words “Subleased Premises”.


 


v.                                      Section 11.4. (i) The word “Sublessor’s”
in the third line of Section 11.4 of CPI Sublease is hereby replaced with the
word “the”, and (ii) the following is added at the end of Section 11.4 of the CPI
Sublease:


 


Notwithstanding the foregoing, Sublessor may at any time,
with not less than sixty (60) days’ notice to Sublessee, terminate or change
the operation of such cafeteria service with no further obligation to provide
cafeteria service to Sublessee and with no further obligation on the part of
Sublessee to pay Sublessee’s Proportionate Share of the Cafeteria Subsidy under
this Section 11.4.


 


w.                                    Section 12.3. The third sentence of
Section 12.3 of the CPI Sublease, which sentence appears in the seventeenth
through twenty-fifth lines of Section 12.3 of the CPI Sublease, is hereby
deleted.


 


x.                                        Section 13.1. The word “Premises”
appearing in the second, fifth, sixth (such word appears twice in the sixth
line), eighth and ninth lines of Section 13.1 of the CPI Sublease is hereby
replaced with the words “Subleased Premises”.


 


y.                                      Section 13.3. The word “Premises”
appearing in the fourth line of Section 13.3 of the CPI Sublease is hereby
replaced with the words “Subleased Premises”.


 


z.                                        Section 15.1. The addresses for
notices to Sublessor set forth in Section 15.1 of the CPI Sublease are hereby
replaced with the following:


 


Varian, Inc.


3120 Hansen Way


Palo Alto, California 94304


Attention: Chief Financial Officer


Facsimile Number: (650) 813-1704


 


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with a copy to:


 


Varian, Inc.


3120 Hansen Way


Palo Alto, California 94304


Attention: Director of Facilities


Facsimile Number: (650) 424-5526


 


2.             Relationship
of Ground Lessee, Sublessor and Sublessee. Sublessee acknowledges that
Sublessor holds only a sublease interest in and to the Unit 6 Premises (as
defined in the CPI Sublease) under the Varian, Inc. Sublease, and that Ground
Lessee (a) controls and is to operate and maintain the Parking Lot (as defined
in the CPI Sublease) and those portions of the Common Areas (as defined in the
CPI Sublease) that are located outside of Building 4 (as defined in the CPI
Sublease), except for the adjacent back yard fronting on Hanover Street which
is a part of the premises subleased under the Varian, Inc. Sublease and is to
be maintained by Sublessor, (b) is to provide certain utility services to
Building 4, (c) is to maintain the insurance coverages required under the
Restated and Amended Lease, except with respect to Building 4 and the back yard
fronting on Hanover Street which comprise the premises subleased under the
Varian, Inc. Sublease and are to be insured by Sublessor, and (d) is to provide
the food, cafeteria and catering services described in Section 11.4 of the CPI
Sublease, all as set out in the Varian, Inc. Sublease. Sublessor agrees that
Sublessor shall require Ground Lessee to timely perform the obligations of
Ground Lessee as the “Sublessor” under the Varian, Inc. Sublease. Sublessee
agrees that Sublessor shall have no responsibility or liability for the
performance or non-performance by Ground Lessee of its obligations under the
Varian, Inc. Sublease; provided that Sublessor has requested, in writing, that
Ground Lessee timely perform its obligations under the Varian, Inc. Sublease.
Sublessor shall not be obligated to initiate any legal action against Ground
Lessee to enforce the obligations of Ground Lessee under the Varian, Inc.
Sublease unless Sublessee agrees in writing to share in the costs of such legal
action.


 


Sublessee agrees that the costs incurred by Ground Lessee
in (i) operating and maintaining the Parking Lot and those portions of the
Common Areas that are located outside of Building 4, except for the adjacent
back yard fronting on Hanover Street which is a part of the premises subleased
under the Varian, Inc. Sublease and is to be maintained by Sublessor, (ii)
maintaining the insurance coverages required under the Restated and Amended
Lease, except with respect to Building 4 and the adjacent back yard fronting on
Hanover Street which comprise the premises subleased under the Varian, Inc.
Sublease and are to be insured by Sublessor, and (iii) providing food,
cafeteria and catering services, shall be included as part of the Unit 6
Operating Costs (as defined in Section 5.3 of the CPI Sublease) for which
Sublessee is to reimburse Sublessor


 


7





















 


for Sublessee’s Proportionate Share pursuant to the Annual
Rent Rate Schedule attached as Exhibit E to the CPI Sublease, as amended
by this Agreement.


 


Ground Lessee, for the benefit of Sublessee, hereby agrees
to timely perform all of the obligations of Ground Lessee under the Varian,
Inc. Sublease.


 


3.             Subordination.
Sublessee hereby subordinates the CPI Sublease, as amended by this Agreement,
to the Varian, Inc. Sublease and to the Restated and Amended Lease, and agrees
that the CPI Sublease and all of the right, title and interest of Sublessee
under the CPI Sublease shall remain subject and subordinate to the Varian, Inc.
Sublease and to the Restated and Amended Lease, and to all of the terms,
conditions and provisions thereof and to any amendments, modifications,
consolidations or replacements thereof.


 


4.             Attornment.
Sublessee hereby consents to the Assignment and attorns and agrees to accept
Sublessor as the “Sublessor” under the CPI Sublease from and after the date of
the Assignment.  Sublessee agrees that it
shall be bound to Sublessor under all of the terms, covenants and conditions of
the CPI Sublease with the same force and effect as if Sublessor was originally named
as the “Sublessor” in the CPI Sublease.


 


5.             Non-Disturbance.
Ground Lessee, for the benefit of Sublessee, hereby agrees that in the event
the Varian, Inc. Sublease shall be terminated or surrendered for any reason,
Ground Lessee shall recognize the rights of Sublessee under the CPI Sublease,
as amended by this Agreement, so long as Sublessee is not in continuing default
thereunder after the giving of any required notice and/or the elapse of any
period of cure required in the CPI Sublease, as amended by this Agreement,
provided that Sublessee attorns to Ground Lessee. Sublessee agrees that in the
event of the termination of the Varian, Inc. Sublease, Ground Lessee shall not
be liable for the failure of Sublessor to perform any of the obligations of
Sublessor under the CPI Sublease that accrued or which were to be performed
prior to the date that Ground Lessee accepts the attornment of Sublessee.


 


6.             Ratification.
Sublessor and-Sublessee ratify and affirm the CPI Sublease, as amended by this
Agreement, and agree that the CPI Sublease, as amended by this Agreement,
remains in full force and effect. 


 


7.             Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California applicable to contracts entered into and
wholly to be performed in the State of California by California residents.


 


8.             Successors
and Assigns. The rights and obligations of Sublessor, Sublessee and Ground
Lessee under this Agreement shall be binding upon and


 


8





















 


shall inure to the benefit of the successors and permitted
assigns of Sublessor, Sublessee and Ground Lessee, respectively.


 


9.             Incorporation
of Exhibits. Schedule 1 and Exhibits B, E, F and H, as attached to this
Agreement, are incorporated into this Agreement and form a part of this
Agreement.


 


IN WITNESS WHEREOF, Sublessor,
Sublessee and Ground Lessee have caused this Agreement to be executed by their
respective duly authorized officers as of the day and year first above written.


 


	
  “SUBLESSOR”

  	
  “SUBLESSEE”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  VARIAN, INC.,

  	
  COMMUNICATIONS & POWER

  	
   

  
	
  a Delaware corporation

  	
  INDUSTRIES, INC.,

  	
   

  
	
   

  	
  a Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Arthur
  W. Homan

  	
   

  	
  By

  	
  /s/ Michael Kraus

  	
   

  
	
   

  	
  Arthur
  W. Homan

  	
   

  	
   

  	
   

  	
   

  
	
  Its

  	
  Secretary

  	
   

  	
  Its

  	
  Facilities Mngr

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “GROUND LESSEE”

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  VARIAN ASSOCIATES, INC.,

  	
  VARIAN REALTY INC.,

  	
   

  
	
  a Delaware corporation

  	
  a California corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Joseph B. Phair

  	
   

  	
  By

  	
  /s/ Joseph B. Phair

  	
   

  
	
   

  	
  Joseph B. Phair

  	
   

  	
   

  	
  Joseph B. Phair

  	
   

  
	
  Its

  	
  Vice President, General

  	
   

  	
  Its

  	
  Secretary

  	
   

  
	
   

  	
  Counsel and Secretary

  	
   

  	
   

  	
   

  	
   

  
											



 


9





















 


Schedule 1


 


ASSIGNMENT AND ASSUMPTION OF


SUBLESSOR’S INTEREST IN SUBLEASES


 


THIS ASSIGNMENT AND ASSUMPTION OF
SUBLESSOR’S INTEREST IN SUBLEASES (this “Assignment”), dated for reference
purposes only as of April 2, 1999, is made by and between VARIAN ASSOCIATES,
INC., a Delaware corporation (“Varian Associates”), and VARIAN REALTY INC., a California corporation
(“Varian
Realty”)
(Varian Associates and Varian Realty are collectively referred to herein as “Assignor”), and VARIAN, INC., a
Delaware corporation (“Assignee”).


 


Recitals:


 


A.            Varian
Associates, a California corporation (“Varian California”), and The Board of Trustees
of the Leland Stanford Junior University (“Stanford”) are the parties to that certain unrecorded Lease
dated July 1, 1959, as subsequently amended by Varian California and Stanford
(the “Original
Lease for Units 6, 7, 10 and 12”), whereby Varian California leased from Stanford certain
real property located in Palo Alto, California, commonly referred to as Units
6, 7, 10 and 12.


 


B.            Varian
California and Stanford are the parties to that certain unrecorded Lease dated
January 1, 1956, a Memorandum of Lease having been recorded June 25, 1956, in
Book 3532, at Page 469, Records of Santa Clara County, California, as subsequently
amended by Varian California and Stanford (the “Original Lease
for Units 5 and 11A”), whereby Varian California leased from Stanford certain real property
located in Palo Alto, California, commonly referred to as Units 5 and 11A. The
Original Lease for Units 6, 7, 10 and 12 and the Original Lease for Units 5 and
11A are collectively referred to herein as the “Original Leases”.


 


C.            Varian
Associates, as the successor to Varian California as the “Lessee” under the Original Lease
for Units 6, 7, 10 and 12, as “Sublessor”, and Communications & Power
Industries, Inc., a Delaware corporation (“CPI”), as “Sublessee”, entered into that certain Sublease
(Building 4, Palo Alto) dated August 10, 1995, a Memorandum of Sublease having
been recorded August 10, 1995, as Instrument No. 12979123, Records of Santa
Clara County, California (collectively, the “CPI Sublease”), whereby CPI subleased
from Varian Associates a portion of the building situated on Unit 6, located at
3120 Hansen Way, Palo Alto, California, and commonly referred to as Building 4 (“Building 4”). The CPI Sublease is
subject and subordinate to the Original Lease for Units 6, 7, 10 and 12. Unit 6
is more particularly described in Exhibit A attached hereto and
incorporated herein by this reference.


 


D.            Varian
Associates, as “Sublessor”, and Oxford Instruments, PLC, NMR Instruments (“Oxford”), as “Sublessee”, entered
into that certain unrecorded Sublease (Building 4, Palo Alto) dated August 17, 1998
(the “Oxford
Sublease”),
whereby Oxford subleased from Varian Associates a portion of Building 4. The
Oxford Sublease is subject and subordinate to the Original Lease for Units 6, 7,
10 and 12.


 


E.             Varian
Associates and Stanford separated the Original Lease for Units 6, 7, 10 and 12
into three separate leaseholds, and Varian Associates, Varian Realty, and Stanford
combined the leaseholds for Units 5, 6 and 11A in to a single lease pursuant to
that certain Restated and Amended Lease by and between Stanford, as “Lessor”,
and Varian Associates and Varian Realty, collectively as “Lessee”, dated March
30, 1999, a


 


1





















 


Memorandum of Restatement and Amendment of Lease having
been recorded March 30, 1999, as Instrument No. 14729331, Records of Santa
Clara County, California (collectively, the “Restated and
Amended Lease”).
The Restated and Amended Lease restates and amends the Original Leases with
respect to Units 5, 6 and 11A.


 


F.             In
recognition of the interest of Varian Realty in and to Unit 6 pursuant to the
Restated and Amended Lease, Varian Associates, as “Assignor”, assigned to
Varian Associates and Varian Realty, collectively as “Assignee”, all of the right,
title and interest of Varian Associates, as “Sublessor”, in, to and under the
CPI Sublease and the Oxford Sublease pursuant to that certain unrecorded
Assignment and Assumption of Sublessor’s Interest in Subleases dated April 1, 1999
(the “Assignment”).


 


G.            Assignor,
as “Sublessor”, and Assignee, as “Sublessee”, have entered into that certain
unrecorded Sublease dated as of April 1, 1999 (the “Varian, Inc.
Sublease”),
whereby Assignor subleased to Assignee all of Building 4 and the adjacent back
yard fronting on Hanover Street.


 


H.            In
recognition of the subleasing of Building 4 and the adjacent back yard to
Assignee pursuant to the Varian, Inc. Sublease, Assignor desires to assign its
interest as the “Sublessor” under the CPI Sublease and the Oxford Sublease to
Assignee, and Assignee desires to assume from Assignor the interest of the “Sublessor”
under the CPI Sublease and the Oxford Sublease, all as set out in this
Assignment.


 


Agreements:


 


NOW, THEREFORE, in consideration of the agreements
of Assignor and Assignee contained in this Assignment and other valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Assignor and Assignee agree as follows:


 


1.             Assignment
of Sublessor’s Interest. Assignor hereby assigns to Assignee all of the
right, title and interest of Assignor as “Sublessor” in, to and under the CPI Sublease
and the Oxford Sublease, such assignment to be effective from and after the date
of this Assignment.


 


2.             Assumption
of Sublessor’s Interest. Assignee hereby accepts the foregoing assignment
and assumes all of the right, title and interest of Assignor as “Sublessor”
under the CPI Sublease and the Oxford Sublease. Assignee agrees, for the benefit
of Assignor, to faithfully observe, keep, perform and fulfill all of the terms,
covenants, conditions and obligations required to be observed, kept, performed
and fulfilled by the “Sublessor” under the CPI Sublease and the Oxford Sublease
accruing from and after the date of this Assignment.


 


3.             Successors
and Assigns. This Assignment shall be binding upon and inure to the benefit
of the respective legal representatives, successors and assigns of the parties
hereto. The words “Assignor” and “Assignee,” wherever used herein, shall include
the persons and entities named herein and their respective legal
representatives, successors and assigns.


 


2





















 


4.             Governing
Law. This Assignment shall be governed by and construed in accordance with
the laws of the State of California applicable to contracts entered into and
wholly performed in the State of California by California residents.


 


5.             Entire
Agreement, Miscellaneous. This Assignment expresses the full and complete
understanding of the parties with respect to the subject matter hereof and supersedes
all prior or contemporaneous proposals, agreements, representations and understandings,
whether written or oral, with respect to the subject matter of this Assignment.
This Assignment may not be amended or modified except in a writing signed by Assignor
and Assignee. This Assignment shall be construed as to its fair meaning and not
presumptively for or against either party. The headings of the paragraphs of
this Assignment are descriptive only and are not to be construed in interpreting
the provisions of this Assignment.


 


IN WITNESS WHEREOF, Assignor and Assignee have caused this
Assignment to be executed by their respective duly authorized officers as of
the day and year first above written.


 


 


	
   

  	
  “ASSIGNOR”:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VARIAN ASSOCIATES, INC.,

  	
   

  
	
   

  	
  a Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joseph
  B. Phair

  	
   

  	
   

  
	
   

  	
   

  	
  Joseph
  B. Phair

  	
   

  
	
   

  	
  Its

  	
  Vice
  President, General

  	
   

  
	
   

  	
   

  	
  Counsel
  and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VARIAN REALTY INC.,

  	
   

  
	
   

  	
  a California corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joseph
  B. Phair

  	
   

  	
   

  
	
   

  	
   

  	
  Joseph
  B. Phair

  	
   

  
	
   

  	
  Its

  	
  Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “ASSIGNEE”:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VARIAN, INC.,

  	
   

  
	
   

  	
  a Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Arthur
  W. Homan

  	
   

  	
   

  
	
   

  	
   

  	
  Arthur
  W. Homan

  	
   

  
	
   

  	
  Its

  	
  Secretary

  	
   

  
							



 


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