**Exhibit 10.35**

 

**AMENDMENT NO. 3 TO OFFICE LEASE**

 

This **AMENDMENT NO. 3 TO OFFICE LEASE**(this“Amendment”) is dated October 25, 2001, for reference purposes only, by andbetween **MARRIOTT PLAZA ASSOCIATES L.P.,**a California limited partnership (“Landlord”), and **COMMERCE ONE, INC.,** a Delaware corporation(successor-in-interest to Commercebid.com) (“Tenant”).

** **

**RECITALS**

 

**A.           **Landlordand Commercebid.com entered into that certain Office Lease dated August 30,1999 (the “Lease”) for premises consisting of approximately 10,029 rentablesquare feet with a street address of 2901 Tasman Drive, Suite 211, Santa Clara,California, and more particularly described in the Lease;

 

**B.           **OnNovember 12, 1999, Tenant succeeded to the interest of Commercebid.com astenant under the Lease.

 

**C.           **Landlordand Tenant entered into that certain Amendment No. 1 To Office Lease datedOctober 20, 2000 whereby Landlord agreed to (i) lease to Tenant certainadditional suites in the Building and (ii) to grant to Tenant options to leasecertain additional suites in the Building (“First Amendment”).

 

**D.           **AtTenant’s request, Landlord agreed to lease to Tenant one additional suite inthe Building known as Suite 112 pursuant to that certain Amendment No. 2 ToOffice Lease dated December 7, 2000 (“Second Amendment”).

 

**E.            **Pursuantto the First Amendment Landlord was granted the right to require Tenant tolease Suite 220 (referred to as the “Must Take Space” in the First Amendment)and Landlord has elected to require Tenant to lease Suite 220 from Landlord.

 

**F.            **Pursuantto the First Amendment, the parties are required to enter into this LeaseAmendment to reflect the leasing of Suite 220 from Landlord to Tenant.  Capitalized terms used in this Amendment andnot otherwise defined shall have the meanings assigned to them in the Lease.

 

**NOW THEREFORE**, forgood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, Landlord and Tenant hereby agree as follows:

 

**1.             LeasingOf Must Take Space Suite 220.**  On September 21, 2001 Landlord notifiedTenant that Tenant must lease Suite 220 in accordance with Section 10 of theFirst Amendment.  The delivery date ofSuite 220 shall be deemed to be November 6, 2001 and the rent commencement datefor Suite 220 shall be December 29, 2001. On November 6, 2001, Suite 220 shall be deemed part of the Premises forall purposes under the Lease.  It isacknowledged that the current tenant of Suite 220, Menlo Equities, shall remainin possession on November 6, 2001 as a subtenant of Tenant and that such shallnot impact the delivery date of Suite 220 to Tenant.

 

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**2.             Tenant’sPercentage Share/Base Year.**  Pursuant to Section 9 (j) of the Lease Agreement, Tenant’sPercentage Share shall be 41.6% from and after November 6, 2001 (subject tofurther adjustments based upon changes to the Premises).  The Base Year for Suite 220 shall becalendar year 2001 pursuant to Section 3 of the First Amendment.

 

**3.             BaseRent.**  BaseRent for Suite 220 shall initially be $13,912.50 per month.  Such rent is subject to increases as setforth in the Lease Agreement, as amended, as set forth in Section 5 below.

 

**4.             PrepaidRent.**  Tenanthas paid to Landlord the Base Rent for the period of December 29, 2001 throughJanuary 28, 2002 ($13,912.50).  OnJanuary 1, 2002, Tenant shall pay to Landlord the prorated Base Rent for Suite220 for the period of January 29, 2002 through January 31, 2002 ($1,346.37) andthereafter Base Rent for Suite 220 shall be due on the 1st day ofeach month for that complete calendar month.

 

**5.             BaseRent Increases.** Pursuant to Section 12 of the First Amendment, Base Rent for Suite 220shall increase 4% on March 1, 2002 and on each succeeding March 1st thereafterthrough expiration of the initial term of the Lease Agreement.

 

**6.             ExpirationDate/Option to Extend.**  Pursuant to Section 4 of the First Amendment, the expiration dateof the Lease Agreement, as amended, is February 28, 2001.  The option to extend lease term pursuant toSection 13 of the First Amendment applies to Suite 220 as Suite 220 is now partof the Leased Premises.

 

**7.             Ratification.**  The Lease as amended by the First Amendmentand Second Amendment, and as amended by this Amendment, is hereby ratified byLandlord and Tenant and Landlord and Tenant hereby agree that the Lease, as soamended, shall continue in full force and effect.

 

**8.     Miscellaneous.**

 

**8.1          VoluntaryAgreement.**  Theparties have read this Amendment and on the advice of counsel they have freelyand voluntarily entered into this Amendment.

 

**8.2          Attorneys’Fees.**  Ifeither party commences an action against the other party arising out of or inconnection with this Amendment, the prevailing party shall be entitled torecover from the losing party reasonable attorneys’ fees and costs of suit.

 

**8.3          Successors.**  This Amendment shall be binding on and inureto the benefit of the parties and their successors.

 

**8.4          Counterparts.**  This Amendment may be signed in two (2) ormore counterparts.  When at least onesuch counterpart has been signed by each party, this Amendment shall be deemedto have been fully executed, each counterpart shall be deemed to be anoriginal, and all counterparts shall be deemed to be one and the sameagreement.

 

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**IN WITNESS WHEREOF,**Landlordand Tenant have executed this Amendment as of the date first written above.

 
|   | **LANDLORD:**                       |                                    |
|--------|-------------------------------------|-----------------------------------------|
|   |                                |                                    |
|   | **MARRIOTT PLAZA ASSOCIATES L.P.,** |                                    |
|   | a California  limited partnership   |                                    |
|   |                                |                                    |
|   | By:                                 | Menlo  Equities Associates IV LLC,      |   |
|   |                                | a California  limited liability company |   |
|   |                                | Its General  Partner                    |   |
|   |                                |                                    |
|   |                                | By:                                     | Menlo  Equities LLC, |
|   |                                |                                    | a California  limited liability company |   |
|   |                                |                                    | Its Manager |   |
|   |                                |                                    |
|   |                                | By:                                     | Diamant  Investments LLC, |   |
|   |                                |                                    | a Delaware  limited liability company |   |
|   |                                |                                    | Its Member |   |
|   |                                |                                    |
|   |                                | By:                                     | /s/ Richard  J. Holmstrom |   |
|   |                                |                                    | Richard J.  Holmstrom, Manager |   |
|   |                                |                                    |
|   |                                |                                    |
|   | **TENANT:**                         |                                    |
|   |                                |                                    |
|   | **COMMERCE ONE, INC.,**             |                                    |
|   | a Delaware  corporation             |                                    |
|   |                                |                                    |
|   |                                |                                    |
|   | By:                                 |                                    | /s/ Charles  D. Boynton |   |
|   | Print Name:                         | Charles D.  Boynton                     |   |
|   | Its:                                | Director of  Finance                    |   |
|   |                                |                                    |   |
|   |                                |                                    |
|   | By:                                 |                                    | /s/ Brian  Griggs |   |
|   | Print Name:                         | Brian Griggs                            |   |
|   | Its:                                | Authorized  Representative              |   |
|        |                                     |                                         |  |  |  |  |  |  |  |

 

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