Exhibit 10.51 2001 10K



Exhibit 10.51

SECOND AMENDMENT TO NEW LEASE

 

This Second Amendment to Lease ("Amendment") is entered
into, and dated for reference purposes, as of June 29, 2001 (the "Execution
Date") by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York
corporation ("Metropolitan"), as Landlord ("Landlord"), and PHARMACYCLICS, INC.,
a Delaware corporation, as Tenant ("Tenant"), with reference to the following
facts ("Recitals"):

A.Landlord and Tenant entered into that certain
written Lease and Lease Termination Agreement, dated as of June 14, 2000 (herein
referred to as the "New Lease"), for the premises described therein as
approximately 32,520 square feet (herein referred to as the "Original Premises")
of the Building (the Original Premises has a current street address of 995 East
Arques Avenue, Sunnyvale, California, and its Building also houses a separate
space with current addresses of 997 East Arques Avenue, Sunnyvale, California),
and that certain First Amendment to New Lease dated as of April 10, 2001 (the
"First Amendment") for the lease of Expansion Space A in another Building (with
current address of 999 East Arques Avenue, Sunnyvale, California), all as more
particularly described in the New Lease and First Amendment. The New Lease, as
amended by the First Amendment, is herein referred to as the "Existing Lease".
All references to "Arques Avenue" in the Existing Lease shall mean the current
address of "East Arques Avenue".

B.Landlord and Tenant desire to provide for the lease
to Tenant of Expansion Space B (defined below) for the term specified herein and
other amendments of the Existing Lease as more particularly set forth below.

NOW, THEREFORE, in consideration of the foregoing, and of
the mutual covenants set forth herein and of other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:

Section 1.Scope of Amendment; Defined
Terms. Except as expressly provided in this Amendment, the Existing Lease
shall remain in full force and effect. Should any inconsistency arise between
this Amendment and the Existing Lease as to the specific matters which are the
subject of this Amendment, the terms and conditions of this Amendment shall
control. The term "Existing Lease" defined above shall refer to the Existing
Lease as it existed before giving effect to the modifications set forth in this
Amendment and the term "Lease" as used herein and in the Existing Lease shall
refer to the Existing Lease as modified by this Amendment, except as expressly
provided in this Amendment. All capitalized terms used in this Amendment and not
defined herein shall have the meanings set forth in the Existing Lease unless
the context clearly requires otherwise.

Section 2.Conditions. This Amendment
and the obligations of each party hereunder are expressly subject to the
conditions provided below:

(a) that Landlord has successfully entered into and
obtained a legally binding written amendment or termination of the lease of
Expansion Space B by Divio, Inc. ("Divio"), or otherwise terminated such lease,
in each case, satisfactory in all respects in form and substance to Landlord, in
Landlord's sole discretion, providing for surrender to Landlord of Expansion
Space B (the "Surrender"). Landlord shall give Tenant written notice of the
satisfaction of this condition precedent or of Landlord's written waiver of this
condition precedent. Landlord may give such notice by tender of delivery to
Tenant or its broker of the keys to Expansion Space B or by any other means
permitted by the Lease;

(b) that Tenant has successfully entered into and
obtained a legally binding written sub-sublease to Divio, as sub-sublessee, of
certain space at 441 DeGuigne Drive, _______________, California, which is
approved by Cadence Design Systems, Inc., as sublessor, and by Lincoln-Whitehall
Realty, LLC, a Delaware limited liability company, as lessor of such space.
Tenant shall give Landlord written notice of the satisfaction of this condition
precedent or of Tenant's written waiver of this condition precedent.

In the event that both conditions have not been satisfied
(and notice thereof given as provided above) or waived in writing as provided
above, on or before July 31, 2001 (the "Sunset Date"), each of Landlord and
Tenant, as its sole and exclusive remedy in such event, shall have the option,
exercisable by giving written notice to the other within three (3) business days
after the Sunset Date, to terminate this Amendment. If neither party timely
gives notice of its election to terminate this Amendment and if both conditions
have not been satisfied or waived, as provided above, on or before the date
which is thirty (30) days following the Sunset Date, then each of Landlord and
Tenant shall again have the option to terminate this Amendment in the manner
described above and such date shall constitute the new Sunset Date, it being the
intention of the parties that each party shall have a recurring option to
terminate this Amendment after each such period following the initial Sunset
Date if by the end of each such period both conditions have not been satisfied
or waived as provided above. If either party timely and validly exercises its
option to terminate this Amendment, then there shall be no lease of Expansion
Space B to Tenant, Section 3 shall have no further force or effect and shall be
deleted from this Amendment, and in all other respects the Lease shall continue
in full force and effect with respect to the Existing Premises.

Section 3.Lease of Expansion Space
B.

(a)Lease; Definition of Expansion Space B.
Landlord hereby leases to Tenant and Tenant hereby hires from Landlord Expansion
Space B (defined below) upon and subject to all of the terms, covenants and
conditions of the Existing Lease except as expressly provided herein. "Expansion
Space B" is the space with a current address of 997 East Arques Avenue,
Sunnyvale, California, which is the remainder of the rentable area of the
Building in which the Original Premises is located. Landlord and Tenant hereby
agree that Expansion Space B is conclusively presumed to be 15,000 rentable
square feet.

(b)Condition; Commencement Date; Term; Rent; Other
Provisions. Notwithstanding any provision of the Existing Lease to the
contrary, the following provisions shall govern Expansion Space B:

(1)AS IS Condition; Landlord Work.
Landlord shall deliver Expansion Space B to Tenant in its AS IS condition,
without any express or implied representations or warranties of any kind by
Landlord, its brokers, manager or agents, or the employees of any of them
regarding Expansion Space B, and Landlord shall not have any obligation to
construct or install any tenant improvements or alterations or to pay for any
such construction or installation, including, without limitation, any
improvement or repair required to comply with any laws, codes, building codes,
rules, orders, ordinances, directions, regulations and requirements of all
governmental authorities, agencies, offices, departments, bureaus and boards
having jurisdiction thereof (collectively, "Laws"), including without
limitation, the Americans with Disabilities Act of 1990 (42 U.S.C. Sec. 12101
et. seq.) and regulations and guidelines promulgated thereunder, as all of the
same may be amended and supplemented from time to time (collectively referred to
herein as the "ADA").

(2)Delivery; Commencement Date; Term.
Landlord shall tender possession of Expansion Space B to Tenant, in the
condition described in Section 3(b)(1) above, on June 23, 2001 (the "Projected
Expansion Space Commencement Date"). The date on which Landlord in fact tenders
possession shall be the Expansion Space B Commencement Date ("ESBCD"), and on
such date Expansion Space B becomes a part of the Premises and Tenant's
obligation commences to pay rent with respect to Expansion Space B. The Term of
this lease of Expansion Space B (the "Space A Term") shall start on the ESBCD
and continue until the Expiration Date of the Term of the Existing Lease.

(3)Delayed or Early Delivery of
Possession. If Landlord shall be unable to give possession of Expansion
Space B on the Projected Expansion Space B Commencement Date by reason of the
following: (i) all conditions have not been satisfied or waived as provided in
Section 2 above, (ii) the holding over or retention of possession of any tenant,
tenants or occupants, or (iii) for any other reason, then Landlord shall not be
subject to any liability for the failure to give possession on said date. Under
such circumstances the ESBCD and rent with respect to Expansion Space B shall
not commence until Expansion Space B is made available to Tenant by Landlord,
and no such failure to give possession on the Projected Expansion Space B
Commencement Date shall affect the validity of this Amendment, the Existing
Lease or the obligations of the Tenant under either. Expansion Space B shall be
deemed to be delivered to Tenant in the event the Landlord Work, if any, is
substantially complete, or if the delay in the availability of the Premises for
occupancy shall be due to any Tenant delay and/or default on the part of Tenant.
In the event of any dispute as to whether the Landlord Work, if any, is
substantially complete, the decision of Landlord's architect shall be final and
binding on the parties. Within thirty (30) days following the occurrence of the
ESBCD, Landlord and Tenant shall enter into an agreement (the form of which is
Exhibit A hereto) confirming such date. If Tenant fails to enter into
such agreement, then the ESBCD shall be the date designated by Landlord in such
agreement.

(4)Tenant Work Generally. Landlord and
Tenant acknowledge and agree that notwithstanding any provisions of the Existing
Lease to the contrary: (a) Tenant may desire to do certain alterations,
additions or improvements in connection with this Amendment, and for purposes of
this Amendment any such work may be referred to as Tenant Work; (b) all Tenant
Work, if any, shall be done subject to and in compliance with all conditions and
provisions of this Amendment and of the Existing Lease with respect to
alterations, improvements or additions in, on, abutting or to the Premises or
any part thereof (herein referred to as "Alterations"). Without limiting the
generality of the foregoing, Tenant shall be responsible for the suitability for
the Tenant's needs and business of the design and function of all Tenant Work
and for its design and construction in compliance with all Laws (as defined
above in this Subsection (c)). In the event that any work by Tenant triggers any
upgrades or modifications of existing improvements to comply with Laws in the
Premises, in the Common Area, or in the "path of travel" to or from the Premises
through the Common Area, Tenant shall be responsible for such upgrades and
modifications, at Tenant's sole cost and expense. Tenant, through its architects
and/or space planners ("Tenant's Architect"), shall prepare all architectural
plans and specifications, and engineering plans and specifications, for the real
property improvements to be constructed by Tenant in the Premises in sufficient
detail to be submitted to Landlord for approval, and to be submitted by Tenant
for governmental approvals and building permits and to serve as the detailed
construction drawings and specifications for the contractor, including all
changes from the As-Is condition of Expansion Space B.

(c)Monthly Installment of Rent for Expansion Space
B Commencing Upon Expansion Space B Commencement Date. Notwithstanding any
provision of the Existing Lease to the contrary, in addition to rent payable for
the Existing Premises, Tenant shall pay Monthly Installments of rent for
Expansion Space B, accruing on and after the ESBCD and monthly thereafter for
the remaining Term of the Lease as set forth below:

	
Period
from/to
	
Monthly
	
Monthly Rate/rentable square
foot

	
 
	
 
	
 

	
Month 01 -
8/14/2002
	
$29,662.50
	
$1.9775

	
8/15/2002 -
8/14/2003
	
$41,250.00
	
$2.75

	
8/15/2003 - Expiration Date of the
Term of the Existing Lease 
	
$42,900.00
	
$2.86




Tenant shall pay Landlord all such
installments at the time and in the manner required for Monthly Installments
pursuant to the Existing Lease, provided, however, Tenant shall pay Landlord the
first two (2) Monthly Installments for Expansion Space B (a total of Fifty-nine
Thousand Three Hundred Twenty-five and No/00 Dollars ($59,325.00)) concurrently
with execution of this Amendment, and Landlord shall credit such payment against
the first and second Monthly Installments due hereunder.

(d)Tenant's Share of Operating Costs &
Taxes. Notwithstanding any provision of the Existing Lease to the contrary,
with the addition of Expansion Space B to the Premises, Tenant's Pro Rata Share
is conclusively agreed to be 100%, and such increased Tenant's Pro Rata Share
shall apply to all obligations which under the Lease Tenant pays on the basis of
Tenant's Pro Rata Share and which accrue on and after the ESBCD.

(e)Parking. Notwithstanding any other
provision of the Existing Lease to the contrary, on and after the ESBCD, with
respect to Expansion Space B, Tenant shall have the right to use, on a non-
exclusive basis, all Parking Spaces located on the Parcel.

(f)Suite & Directory Signage.
Notwithstanding any provision of the Existing Lease to the contrary, on and
after the ESBCD, Tenant shall have the right, at Tenant's sole cost, to
directory board, suite signage, and other signage equivalent to the pre-existing
signage with respect to Expansion Space B which Landlord permitted for the prior
occupant.

(g)Increase in Security Deposit.
Notwithstanding any provision of the Existing Lease to the contrary, in addition
to the cash held by Landlord and the Letter of Credit held by Landlord as a
Security Deposit under the Existing Lease, concurrently with Tenant's execution
of this Amendment, Tenant shall deposit with Landlord cash in the amount of
Thirty-two Thousand Two Hundred and Fifty Dollars ($32,250.00) to be held as
part of the Security Deposit under the Lease in accordance with the provisions
of this Section and the Lease so that the total amount of the Security Deposit
hereafter required is Five Hundred Fifty-five Thousand Six Hundred and Sixty
Dollars ($555,660.00).

(h)Condition Upon Tenant's Surrender.
Notwithstanding any provision of Section 34 of the Existing Lease to the
contrary, Tenant shall not be required to remove any improvements, alterations
or additions which exist in Expansion Space B as delivered to Tenant on the
ESBCD.

Section 4.Time of
Essence.  Without limiting the generality of any other provision
of the Existing Lease, time is of the essence to each and every term and
condition of this Amendment.

Section 5.Brokers. Notwithstanding any
other provision of the Existing Lease to the contrary, Tenant represents that
Tenant has not dealt with any real estate broker, sales person, or finder in
connection with this Amendment, and no such person initiated or participated in
the negotiation of this Amendment, or showed the Premises to Tenant. Tenant
hereby agrees to indemnify, protect, defend and hold Landlord, Landlord's
Parties (as defined in Paragraph 10 of the original Lease Agreement dated June
17 and 28, 1993) and Landlord's Broker (defined below), harmless from and
against any and all liabilities and claims for commissions and fees by any
person claiming to represent Tenant or to be working for Tenant's benefit.
Landlord hereby agrees to indemnify, protect, defend and hold Tenant harmless
from and against any and all liabilities and claims for commissions and fees by
South Bay Development Company ("Landlord's Broker") or any other person claiming
to represent Landlord or to be working for Landlord's benefit.

Section 6.Attorneys' Fees. Each party
to this Amendment shall bear its own attorneys' fees and costs incurred in
connection with the discussions preceding, negotiations for and documentation of
this Amendment. In the event any party brings any suit or other proceeding with
respect to the subject matter or enforcement of this Amendment or the Lease, the
prevailing party (as determined by the court, agency or other authority before
which such suit or proceeding is commenced) shall, in addition to such other
relief as may be awarded, be entitled to recover attorneys' fees, expenses and
costs of investigation as actually incurred, including court costs, expert
witness fees, costs and expenses of investigation, and all attorneys' fees,
costs and expenses in any such suit or proceeding (including in any action or
participation in or in connection with any case or proceeding under the
Bankruptcy Code, 11 United States Code Sections 101 et seq., or any
successor statutes, in establishing or enforcing the right to indemnification,
in appellate proceedings, or in connection with the enforcement or collection of
any judgment obtained in any such suit or proceeding).

Section 7.Effect of Headings; Recitals:
Exhibits. The titles or headings of the various parts or sections hereof are
intended solely for convenience and are not intended and shall not be deemed to
or in any way be used to modify, explain or place any construction upon any of
the provisions of this Amendment. Any and all Recitals set forth at the
beginning of this Amendment are true and correct and constitute a part of this
Amendment as if they had been set forth as covenants herein. Exhibits,
schedules, plats and riders hereto which are referred to herein are a part of
this Amendment.

Section 8.Entire Agreement; Amendment.
This Amendment taken together with the Existing Lease, together with all
exhibits, schedules, riders and addenda to each, constitutes the full and
complete agreement and understanding between the parties hereto and shall
supersede all prior communications, representations, understandings or
agreements, if any, whether oral or written, concerning the subject matter
contained in this Amendment and the Existing Lease, as so amended, and no
provision of the Lease as so amended may be modified, amended, waived or
discharged, in whole or in part, except by a written instrument executed by all
of the parties hereto.

Section 9.Authority. Each party
represents and warrants to the other that it has full authority and power to
enter into and perform its obligations under this Amendment, that the person
executing this Amendment is fully empowered to do so, and that no consent or
authorization is necessary from any third party.

Section 10.Counterparts. This Amendment
may be executed in duplicates or counterparts, or both, and such duplicates or
counterparts together shall constitute but one original of the Amendment. Each
duplicate and counterpart shall be equally admissible in evidence, and each
original shall fully bind each party who has executed it.

 

IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first set forth above.

 



		
	
TENANT


	
PHARMACYCLICS, INC.,

a Delaware corporation



By:   /s/ Richard Miller





Print Name:   RICHARD MILLER



Title:   PRESIDENT & CEO

(Chairman of  Board, President or Vice President)



Date:    6-28-01 








By:   /s/ Leiv Lea




Print Name:   Leiv Lea



Title:   V.P. FINANCE & ADMIN., CFO

(Secretary,  Assistant Secretary, CFO or Assistant Treasurer)



Date:    6-28-01 









		
	
LANDLORD


	
METROPOLITAN LIFE INSURANCE COMPANY,

a New York corporation



By:   /s/ Donald K. Devine





Print Name:   Donald K. Devine



Title:   VICE-PRESIDENT



Date:    6-29-01