Exhibit 10.1


 


TERMINATION OF LEASE


 


This Termination of Lease
(“Agreement”) is made as of August 8, 2008, between Blackmore Signal Hill,
a California limited partnership (“Landlord”), and Genoptix, Inc., a
Delaware corporation (“Tenant”), who agree as follows:


 


RECITALS


 


This Agreement is made
with reference to the following facts and objectives:


 


A.            Landlord and Tenant
entered into a Standard Multi-Tenant Office Lease-Gross dated January 30,
2008 (“Lease”), in which Landlord leased to Tenant and Tenant leased from
Landlord, certain premises consisting of approximately 12,472 rentable square
feet (“Premises”) located at 1555 Faraday Avenue, in the City of Carlsbad,
County of San Diego, State of California, which Lease has a term expiring on January 31,
2010. Initially capitalized terms that are used but not otherwise defined
herein shall have the meanings given to them in the Lease.


 


B.            Tenant has entered
into a certain Standard Multi-Tenant Office Lease-Gross dated April 14,
2008 (“Aston Lease”) with an affiliate of Landlord, Allen Joseph Blackmore,
Trustee of the Blackmore Family Trust, Restated 1995 (“Landlord Affiliate”). Pursuant
to paragraph 70 of the Aston Lease, Landlord Affiliate is required to cause the
Lease to be terminated on the terms provided therein.


 


C.            Landlord and Tenant
wish to terminate the Lease so that Tenant can vacate the Premises on the
Termination Date, and so that Landlord and Tenant can be released and
discharged from further performance of the Lease provisions.


 


AGREEMENT


 


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


 


1.             Termination Date.   The
date on which the Lease shall terminate shall be the date (“Termination Date”)
that Tenant vacates the Premises and leaves it in the condition specified in Section 7.4(c) of
the Lease, which is anticipated to be approximately August 9, 2008. Tenant
shall provide Landlord with not less than three (3) business days advance
written notice of Tenant’s selected date for vacating the Premises.


 


2.             Termination of
Lease.   Subject to all of the terms and conditions of this
Agreement, the Lease is hereby terminated as to all of the Premises effective
as of 5:30 p.m. (San Diego, California time) on the Termination Date. On
or before the Termination Date, Tenant shall vacate the Premises and return it
to Landlord in the condition specified in Section 7.4(c) of the Lease
for surrender of the Premises. Each of the parties acknowledges and agrees that
(i) in reliance upon that certain letter dated July 14, 2008 from The
Blackmore Company to Tenant, Tenant has paid the sum of $29,309.00 in Base Rent
with respect to the Premises for August 2008 under the Lease, with the sum
of $14,654.50 paid to Landlord and the sum of $14,654.50 paid to Landlord
Affiliate, (ii) Tenant shall 


 

















 


have no
further obligation to pay Base Rent or other charges under the Lease to
Landlord, and (iii) Tenant shall not be required to pay any further
charges to Landlord Affiliate for occupancy of the Relocation Space (as defined
in the Aston Lease) during August 2008. Notwithstanding any provision to
the contrary in the Lease, commencing as of September 1, 2008, Tenant
shall pay Base Rent to Landlord Affiliate at the rate of $29,309.00 per month,
and Tenant shall pay such sum monthly thereafter until the Commencement Date
(as defined in the Aston Lease) under the Aston Lease, when such Base Rent
payment obligations under the Lease shall terminate.


 


3.             Compensation to
Landlord.   Tenant shall pay Base Rent until the
Commencement Date under the Aston Lease as provided above. The release in
paragraph 4 shall not be effective to release Tenant until it has vacated the
Premises, returned the Premises to the required condition and paid all amounts
due hereunder to Landlord as of the Termination Date.


 


4.             Release of
Liability.  Conditioned on the performance by the parties of the
provisions of this Agreement, on the Termination Date, all agreements,
covenants or obligations of the parties hereto under or in any way arising from
the Lease from and after the Termination Date shall be of no further force or
effect whatsoever, except (i) as provided in the Lease as surviving
termination or expiration of the Lease, including, without limitation, the
provisions of Article 8 of the Lease with respect to occurrences prior to
the Termination Date or (ii) as constituting a condition to any vacation
of the Premises by Tenant which shall survive the termination of the Lease. This
Agreement shall otherwise fully and finally settle all demands, charges,
claims, accounts, or causes of action of any nature, including, without
limitation, both known and unknown claims and causes of action that arose out
of or in connection with the Lease. The release of liability contained in this
Agreement shall not preclude a party from exercising any discovery rights it
has against the other party in connection with any civil litigation or
arbitration proceedings involving a third party. Each of Landlord and Tenant
expressly waives the provisions of California Civil Code 1542 pertaining to the
Lease, the Premises and the Building, which provides:


 


“A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor.”


 


/s/
[ILLEGIBLE]  TENANT’S INITIALS      /s/
[ILLEGIBLE]  LANDLORD’S INITIALS


 


5.             Security Deposit.    Landlord
currently holds a security deposit of $29,309.00. No later than sixty (60) days
after Tenant returns the Premises to Landlord in the required condition,
Landlord shall reconcile any costs of restoring the Premises to the required
condition following Tenant’s return of the Premises to Landlord. Within a
reasonable period of time thereafter, Landlord shall provide Tenant with either
(i) a refund of any amounts remaining under the security deposit after
such reconciliation, or (ii) a statement indicating that Tenant owes
additional amounts under the Lease for operating expenses or repairs and Tenant
shall pay such statement in full within ten (10) business days of receipt
of such statement.


 


6.             Representations of
Parties.  Each party represents that, except as stated herein, it
has not made any assignment, sublease, transfer, conveyance, or other
disposition of the Lease, or interest in the Lease, or any claim, demand,
obligation, liability, action, or cause of action arising from the Lease.


 

















 


7.             Voluntary
Agreement.   The parties have read this Agreement and the
mutual releases contained in it, and upon having the opportunity to seek the
advice of and consult with counsel, they have freely and voluntarily entered
into this Agreement.


 


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


 


9.             Further Assurances.   The
parties hereto shall perform any further acts and execute and deliver any
documents that may be reasonably necessary to carry out the intent of this
Agreement.


 


10.           Attorneys’ Fees.   Should
any dispute arise pertaining to this Agreement, the prevailing parties in any
litigation shall be entitled, among other things, to recover reasonable attorneys’
fees and costs incurred in connection with such dispute.


 


11.           Governing Law.   This
Agreement is made and entered into at San Diego, California, and shall be
interpreted, enforced and governed by and under the laws of California.


 


12.           Jurisdiction and
Venue.   Parties agree that any action, whether judicial
action, arbitration, or otherwise, taken to enforce or interpret the terms of
this Agreement shall be brought and maintained in San Diego County, California,
and in no other place.


 


13.           Independent Advice.   Parties
each acknowledge that they have received independent legal advice with respect
to the advisability of making this Agreement, and specifically with respect to
the meaning and effect of waiving California Civil Code Section 1542.


 


14.           Tax Consequences.   The
Parties acknowledge and understand that there may be certain tax consequences
connected with entering into this Agreement and by executing this Agreement,
each party confirms that neither any other party nor any other party’s counsel
have made any representations in that regard.


 


15.           Severance.   If
a provision of this Agreement is held to be illegal or invalid by a court of
competent jurisdiction, such provision shall either be rewritten by the Court
to be legal and valid as long as the rewritten provision remains consistent
with the intent of the parties expressed herein or deemed to be severed and
deleted. Neither such revision nor such severance and deletion shall affect the
validity of the remaining provisions.


 


16.           Counterparts.  This
Agreement may be executed in one or more counterparts, all of which together
shall constitute one and the same Agreement.


 


17.           Interpretation.   The
parties have each agreed to the use of the particular language of the
provisions of this Agreement, and any question of doubtful interpretation shall
not be resolved by any rule of interpretation providing for interpretation
against the parties who cause an uncertainty to exist or against the draftsman.


 

















 


18.           Authority.   Any
person executing this Agreement on behalf of an entity represents and warrants
that such entity has approved this Agreement.


 


19.           Pronouns.   Masculine
and/or feminine pronouns shall be substituted for the neuter form and/or vice
versa, and the plural shall be substituted for the singular form and/or vice
versa, in any place or places herein in which the content requires such
substitution or substitutions.


 


20.           No Oral
Modifications.   This Agreement may be amended or modified
in writing only, signed by the parties to be charged or bound by such amendment
or modification.


 


IN WITNESS WHEREOF, the undersigned have executed this
Termination of Lease as of the date first written above.


 


 


	
  LANDLORD:

  	
  BLACKMORE
  SIGNAL HILL,  

  a California limited partnership 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Allen Joseph
  Blackmore

  
	
   

  	
   

  	
  Allen Joseph Blackmore, Trustee of the 

  Blackmore Family Trust, Restated 1995 

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TENANT:

  	
  GENOPTIX,
  INC.,  

  a Delaware corporation 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas A.
  Schuling

  
	
   

  	
   

  	
  Its:

  	
  SVP and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The undersigned hereby executes
  this 

  Agreement solely for purposes of its 

  acknowledgement of, and agreement to be 

  bound by, the provisions of Section 2 of this 

  Agreement.  

  
	
   

  	
   

  	
   

  
	
  LANDLORD
  AFFILIATE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Allen Joseph
  Blackmore

  
	
   

  	
   

  	
  Allen Joseph Blackmore, Trustee of the

  Blackmore Family Trust, Restated 1995