exv10w2



 






Exhibit 10.2



ADDENDUM (A) TO SUBLEASE AGREEMENT DATED SEPTEMBER 28, 2004 BY AND

BETWEEN SPECTRUM PHARMACEUTICALS, INC., A DELAWARE CORPORATION AS

SUBLESSOR, AND CONCURRENT PHARMACEUTICALS, INC. A DELAWARE

CORPORATION, AS SUBLESSEE, AND THE IRVINE COMPANY, A DELAWARE

CORPORATION, AS MASTER LESSOR, FOR THE PREMISES KNOWN AS 157

TECHNOLOGY (SEE ATTACHED EXHIBIT A), IN IRVINE, CALIFORNIA




	 	 	 	 	 	 	 
	14.
	 	Rent	 	Months:	 	Rent:

	

	 	 	 	01	 	$0.00
	

	 	 	 	02- 18	 	$18,000.00
	

	 	 	 	19 — 36	 	$19,000.00
	 
	 	 	 	 	 	 
	15.	 	Operating Expenses &
Real Estate Taxes:	 	The above monthly Base Rent shall be an all-inclusive
monthly rent, which shall include the Operating Expenses
(as such term is defined in the Master Lease), including,
without limitation, utilities, maintenance, insurance,
taxes, water, trash and real estate taxes for the
Building. Janitorial service shall not be furnished by
Sublessor.
	 
	 	 	 	 	 	 
	16.	 	Condition of Premises:	 	Sublessor, at Sublessor’s sole cost and expense, shall
deliver the Premises in clean, good working condition,
including but not limited to, all plumbing, HVAC, lights,
electrical, gas, equipment, hoods and water systems.
	 
	 	 	 	 	 	 
	17.	 	Renewal Option:	 	Sublessee shall have an option (the “Renewal Option”) to
renew this Sublease for one approximate (18) month term
at a fair market rate. Sublessee shall provide Sublessor
with written notice of its intention to exercise said
Renewal Option not less than nine (9) months prior to the
expiration of the initial term of this Sublease.
Sublessee’s Renewal Option shall be subject to the
remaining term on the Master Lease.
	 
	 	 	 	 	 	 
	18.	 	First Month’s Rent &
Security Deposit:	 	Sublessee shall deliver the first month’s rent (i.e. $18,000.00)
and a security deposit equal to thirty eight thousand nine
hundred dollars 110% of last month’s rent (i.e. $38,900.00) upon
Sublease execution. In lieu of any corporate guaranty, Sublessee
shall pay an additional security deposit equal to thirty seven
fifty five thousand dollars ($37,000.00). So as long as Sublessee
at such time is not currently in default of this Sublease,
eighteen thousand dollars ($18,000.00) shall be returned to
Sublessee in month eighteen (18) and nineteen thousand dollars
($19,000.00) shall be returned to Sublessee in month twenty-four
(24).
	 
	 	 	 	 	 	 
	19.	 	Access:	 	For the purpose of permitting access to the Premises by
Sublessee and Sublessee’s agents and employees, Sublessor
hereby grants to Sublessee, during the term hereof, the
rights of access to and egress from the Premises that are
granted to Sublessor pursuant to the Master Lease.
	 
	 	 	 	 	 	 
	 	 	 	 	Notwithstanding the foregoing, it is further understood
that Sublessee’s main ingress and egress to and from the
Premises shall be through the back of the building,
however, Sublessee’s employees and visitors shall also
have the right to enter and leave through the main lobby
of the Building. In addition, Sublessee shall have no
rights to the reception desk or lobby signage.
	 
	 	 	 	 	 	 
	 	 	 	 	It is further understood that Sublessee will provide
Sublessor access to the Receiving area when necessary to
receive large deliveries.
	 
	 	 	 	 	 	 
	20.	 	Representations and

Warranties:	 	Sublessor hereby represents and warrants to Sublessee
that, as of the date hereof and as of the Start Date:
	 
	 	 	 	 	 	 
	 	 	 	 	     (a) The Master Lease as Amended is and shall be the only
agreement between Master Lessor and Sublessor with respect to
the Premises, the same has not been supplemented, amended or
modified (other than the Amendment dated 3/25/04), and is in
full force and effect. A true, correct and complete copy of the
Master Lease is attached hereto. To the Sublessor’s knowledge,
neither Master Lessor nor Sublessor is in default under the
Master Lease, and to the Sublessor’s knowledge no state of
facts exists which, with the giving of notice and/or the
passage of time would constitute a default by either Master
Lessor or Sublessor under the Master Lease. Sublessor has the
right to enter into this Sublease and by entering into this
Sublease, Sublessor will not breach any other agreement to
which Sublessor is a party.







 









 






	 	 	 	 	 	 	 
	 	 	 	 	     (b) To the Sublessor’s knowledge, Sublessor has received
no notices of, nor are there any pending or, threatened actions
or legal proceedings affecting the Premises.
	 
	 	 	 	 	 	 
	21.	 	Sublessee’s Default and
Sublessor’s Remedies:	 	In the event Sublessee defaults in the performance of any
of its obligations hereunder, Sublessor shall have the
right in Sublessor’s sole discretion, (i) to exercise any
and all remedies available to Master Lessor pursuant to
the Master Lease (as modified by Paragraph 7.3 of this
Sublease), independently of Master Lessor’s right to
exercise such rights and remedies, and/or any and all
remedies available to Sublessor now or hereafter existing
at law or in equity (ii) to terminate this Sublease;
provided, however, that in the event of (x) a monetary
default Sublessor shall be required to give Sublessee ten
(10) days prior written notice and an opportunity to cure
such monetary default before exercising its remedies
under this Paragraph, or (y) a non-monetary default
Sublessor shall be required to give Sublessee thirty (30)
days prior written notice and an opportunity to cure such
non-monetary default before exercising its remedies under
this Paragraph.
	 
	 	 	 	 	 	 
	22.	 	Sublessor’s Default and
Sublessee’s Remedies:	 	In the event Sublessor defaults in the performance of any
of its obligations hereunder Sublessee shall have the
right in Sublessee’s sole discretion, (i) to exercise any
and all remedies available to it under this Sublease or
now or hereafter existing at law or in equity, or (ii) to
terminate this Sublease; provided, however, Sublessee
shall be required to give Sublessor thirty (30) days
prior written notice and an opportunity to cure such
default before exercising its remedies under this
Paragraph.
	 
	 	 	 	 	 	 
	 	 	 	 	In the event Sublessor defaults in the performance of any
of its obligations under the Master Lease and Sublessor
is unable to cure said default, Sublessor shall notify
Sublessee of such default and Sublessee shall have the
right in Sublessee’s sole discretion, (i) without
releasing Sublessor in whole or in part from Sublessor’s
obligation to perform any and all covenants, conditions
and agreements to be performed by Sublessor under this
Sublease or under the Master Lease, to cure the default
at Sublessor’s sole cost, and (ii) to offset any amounts
incurred in order to cure such a default by Sublessor
against any amount owing from Sublessee to Sublessor
pursuant to any other agreement entered into by and
between Sublessor and Sublessee.
	 
	 	 	 	 	 	 
	23.	 	Address for Notice:	 	Any notice required or permitted to be given or served by
either party to this Sublease shall be in writing and
deemed to have been given or delivered, as the case may
be, when delivered, or three (3) days after deposit in
the United States Post Office, Certified or Registered
Mail, Return Receipt Requested, postage prepaid, or one
business day after deposit with a national overnight
express carrier, such as Federal Express, charges
prepaid, addressed as follows:
	 
	 	 	 	 	 	 
	

	 	 	 	Master Lessor:
	 	The Irvine Company
d/b/a Office Properties
8105 Irvine Center Drive
Suite 300
Irvine, CA 92618
Attn: Vice President, Technology Portfolio

	 
	 	 	 	 	 	 
	

	 	 	 	Sublessor:
	 	Spectrum Pharmaceuticals, Inc.
157 Technology
Irvine, CA 92618
Attn: Shyam Kumaria VP Finance

	 
	 	 	 	 	 	 
	

	 	 	 	Sublessee:
	 	Concurrent Pharmaceuticals, Inc.
502 West Office Center Drive
Ft. Washington, PA 19034
Attn: Gregory Lumpkin, V.P.

	 
	 	 	 	 	 	 
	24.	 	Indemnification:	 	Per Master Lease as modified by Paragraph 7.3 of the Sublease.







 









 






	 	 	 	 	 	 	 
	25.	 	Amendment of Master Lease:	 	Sublessor shall not modify, amend or terminate any of
the terms or provisions of the Master Lease without
the prior written consent of Sublessee, which consent may
not be unreasonably withheld.
	 
	 	 	 	 	 	 
	26.	 	Entire Agreement:	 	This Sublease, including the Master Lease as incorporated
herein by Paragraph 7.3 of this Sublease, and the
exhibits hereto set forth all the agreements and
understandings between Sublessor and Sublessee concerning
the Premises and there are no agreements or
understandings, either oral or written, between them
other than as herein set forth. All prior arrangements
and understandings, whether oral or written, between the
parties hereto are merged herein and extinguished, this
Sublease superseding and canceling the same. No amendment
to this Sublease shall be binding upon Sublessor or
Sublessee unless reduced to writing and executed by the
party against which such amendment is to be enforced.
	 
	 	 	 	 	 	 
	27.	 	Controlling Law:	 	This Sublease shall be interpreted and construed in
accordance with the laws of the State of California.







 









 






     IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
duly executed on the day and year first set forth above.






	 	 	 	 	 
	 	SUBLESSOR:

Spectrum Pharmaceuticals, Inc.,

A Delaware Corporation

 	 
	 	By:  	/s/ Rajesh Shotriya
 	 
	 	 	Rajesh Shotriya 	 
	 	 	Title:  CEO
Date: 10/11/04 	 
	 







	 	 	 	 	 
	 	SUBLESSEE:

Concurrent Pharmaceuticals, Inc.,

A Delaware Corporation

 	 
	 	By:  	/s/
Jeffrey Hatfield
 	 
	 	 	Jeffrey Hatfield
Title: CEO
Date: 10-7-04