Exhibit 10.2


 


LANDLORD
CONSENT TO SUBLEASE


 


THIS
LANDLORD CONSENT TO SUBLEASE (this “Consent Agreement”) is
entered into as of July 11, 2005, by and among SFERS REAL ESTATE CORP. U a Delaware corporation (“Landlord”),
and VERISITY DESIGN, INC., a California
corporation (“Sublandlord”), and CONCEPTUS,
INC., a Delaware corporation (“Subtenant”).


 


RECITALS:


 


A.                                   Landlord,
as landlord, and Sublandlord, as tenant, are parties to that certain
Multi-Tenant Industrial Net Lease, dated April 14, 2004, as amended by that
certain First Amendment dated June 29, 2005 (as so amended, the “Lease”),
pursuant to which Landlord has leased to Sublandlord certain premises
containing approximately 58,242 rentable square feet of space (the “Premises”)
within the building located at 331 East Evelyn Avenue, Mountain View,
California 94039 (the “Building”).


 


B.                                     Sublandlord
and Subtenant have entered into (or are about to enter into) that certain
sublease agreement dated as of June 28, 2005 and attached hereto as Exhibit A (the “Sublease”) pursuant to
which Sublandlord has agreed to sublease to Subtenant the entire Premises (the “Sublet
Premises”).


 


C.                                     Sublandlord
and Subtenant have requested Landlord’s consent to the Sublease.


 


D.                                    Landlord
has agreed to give such consent upon the terms and conditions contained in this
Consent Agreement.


 


NOW
THEREFORE, in consideration of the foregoing preambles which
by this reference are incorporated herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord hereby consents to the Sublease subject to the following terms and
conditions, all of which are hereby acknowledged and agreed to by Sublandlord
and Subtenant:


 


1.                                       Sublease
Agreement. Sublandlord and Subtenant hereby represent that a true and
complete copy of the Sublease is attached hereto and made a part hereof as Exhibit A,
and Sublandlord and Subtenant agree that the Sublease with respect to Landlord
and/or the Sublet Premises shall not be modified without Landlord’s prior
written consent, which consent shall not be unreasonably withheld.


 


2.                                       Representations.  Sublandlord hereby represents and warrants
that Sublandlord (i) has full power and authority to sublease the Sublet
Premises to Subtenant, (ii) has not transferred or conveyed its interest
in the Lease to any person or entity collaterally or otherwise, and (iii) has
full power and authority to enter into the Sublease and this Consent
Agreement.  Subtenant hereby represents
and warrants that Subtenant has full power and authority to enter into the
Sublease and this Consent Agreement.


 


3.                                       Indemnity
and Insurance. Subtenant hereby assumes, with respect to Landlord, all of
the indemnity and insurance obligations of the Sublandlord under the Lease with
respect to the Sublet Premises, provided that the foregoing shall not be
construed as relieving or releasing Sublandlord from any such obligations.  Notwithstanding the foregoing, to the extent
the same is legally permissable, Sublandlord may satisfy such insurance
obligation for itself and on behalf of Subtenant.


 


4.                                       No
Release.  Nothing contained in the
Sublease or this Consent Agreement shall be construed as relieving or releasing
Sublandlord from any of its obligations under the Lease, it being expressly


 


Verisity Conceptus Consent to Sublease - 3


(2011-0000/00028211;)


 


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understood and agreed that Sublandlord shall remain
liable for such obligations notwithstanding anything contained in the Sublease
or this Consent Agreement or any subsequent assignment(s), sublease(s) or
transfer(s) of the interest of the tenant under the Lease. Sublandlord shall be
responsible for the collection of all rent due it from Subtenant, and for the
performance of all the other terms and conditions of the Sublease, it being
understood that Landlord is not a party to the Sublease and, notwithstanding
anything to the contrary contained in the Sublease, is not bound by any terms,
provisions, representations or warranties contained in the Sublease and is not
obligated to Sublandlord or Subtenant for any of the duties and obligations
contained therein.


 


5.                                       Administrative
Fee.  Sublandlord shall pay to
Landlord the sum of $1,000.00, plus the reasonable attorneys fees and costs
incurred by Landlord, subject to the terms of Section 9.6 of the Lease, in
consideration for Landlord’s review of the Sublease and the preparation and
delivery of this Consent Agreement, and shall deliver such amount to Landlord
with the Monthly Installment of Rent payable for the month of August, 2005.


 


6.                                       No
Transfer.  Subtenant shall not
further sublease the Sublet Premises, assign its interest as the Subtenant
under the Sublease or otherwise transfer its interest in the Sublet Premises or
the Sublease to any person or entity without the written consent of Landlord,
which consent shall not be unreasonably withheld, conditioned or delayed.


 


7.                                       Lease.


 


(a)                                  The
parties agree that the Sublease is subject and subordinate to the terms of the
Lease, and all terms of the Lease, other than Sublandlord’s obligation to pay
Monthly Installments of Rent, are incorporated into the Sublease.  In no event shall the Sublease or this
Consent Agreement be construed as granting or conferring upon the Sublandlord
or the Subtenant any greater rights than those contained in the Lease nor shall
there be any diminution of the rights and privileges of the Landlord under the
Lease, nor shall the Lease be deemed modified in any respect. Without limiting
the scope of the preceding sentence, any construction or alterations performed
in or to the Sublet Premises shall be performed with Landlord’s prior written
approval and in accordance with the terms and conditions of the Lease.  It is hereby acknowledged and agreed that any
provisions in the Sublease which limit the manner in which Sublandlord may
amend the Lease are binding only upon Sublandlord and Subtenant as between such
parties.  Landlord shall not be bound in
any manner by such provisions and may rely upon Sublandlord’s execution of any
agreements amending or terminating the Lease subsequent to the date hereof
notwithstanding any contrary provisions in the Sublease.


 


(b)                                 Without
limiting the scope of the foregoing, any construction or alterations performed
in or to the Sublet Premises shall be performed with Landlord’s prior written
approval and in accordance with the terms and conditions of the Lease.  As an accommodation to Sublandlord and
Subtenant,  Landlord hereby consents to
the construction of the alterations described in plans (the “Plans”) attached
as Exhibit “F” to the Sublease (the “Sublease Alterations”), provided that
Landlord’s consent to such Sublease Alterations shall be subject to the
following terms and conditions:  (i) Sublandlord
and Subtenant shall have complied with all of the terms and conditions of Article 6
of the Lease, including, without limitation, approval by Landlord of any
amendment to the Plans and of the contractors to be retained to perform the
Sublease Alterations; (ii) the Sublease Alteration shall be performed in
accordance with the Plans and with the specifications set forth in Exhibit B  attached hereto; (iii) Sublandlord
shall not be required to remove any portion of the Sublease Alterations
described on the Plans with respect to the second


 


2





















 


floor of the Sublet Premises, so long as such Sublease
Alterations comply with the specifications set forth in Exhibit B  hereto; (iv) Sublandlord
shall be required to remove the portion of the Sublease Alterations described
on the Plans with respect to the first floor of the Sublease Premises and shall
restore the first floor of the Sublet Premises to the condition existing prior
to the installation of such Sublease Alterations, all in accordance with the
terms of Articles 6 and 26 of the Lease; and (v) except as expressly set
forth in clause (iii) above, Landlord hereby reserves any and all rights
Landlord may have under the Lease to approve any alterations or improvements to
the Sublet Premises, and Landlord may, in its sole discretion, refuse to release
Sublandlord from any obligation under the Lease to remove alterations or
improvements performed by Subtenant in the Sublet Premises and Landlord further
reserves the right to condition any such approval or release on Landlord’s
receipt of adequate security from Subtenant to ensure the removal and
restoration of such alterations or improvements. Sublandlord shall be
responsible for all elements of the design of the Plans and any amendments
thereto (including, without limitation, compliance with law, functionality of
design, the structural integrity of the design, the configuration of the Sublet
Premises and the placement of Subtenant’s furniture, appliances and equipment),
and Landlord’s approval of such Plans shall in no event relieve Sublandlord of
the responsibility for such design. Notwithstanding the foregoing, Subtenant
agrees for the benefit of Sublandlord and Landlord that prior to the
termination or earlier expiration of the term of the Sublease, Subtenant shall
remove, at Subtenant’s sole cost at expense, all of Subtenant’s alterations and
improvements on the first floor of the Sublet Premises, as Landlord requires
Sublandlord to remove pursuant to this Section 7(b); provided that
Subtenant’s failure to perform such removal shall not in any way excuse or
otherwise limit Sublandlord’s obligation to remove such alterations in
accordance with this Section 7(b).


 


(c)                                  Landlord
hereby consents to Subtenant’s permitted use of the Sublet Premises described
in Section 1.10 of the Sublease, so long as such use complies with all of
the terms and conditions of the Lease, including without limitation Article 1
of the Lease.


 


8.                                       Parking
and Services. Any parking rights granted to Subtenant pursuant to the
Sublease shall be satisfied out of the parking rights, if any, granted to
Sublandlord under the Lease.  Sublandlord
hereby authorizes Subtenant, as agent for Sublandlord, to obtain services and
materials for or related to the Sublet Premises, and Sublandlord agrees to pay
for such services and materials as additional Rent under the Lease upon written
demand from Landlord. However, as a convenience to Sublandlord, Landlord may
bill Subtenant directly for such services and materials, or any portion thereof,
in which event Subtenant shall pay for the services and materials so billed
upon written demand, provided that such billing shall not relieve Sublandlord
from its primary obligation to pay for such services and materials.


 


9.                                       Attornment.
If the Lease or Sublandlord’s right to possession thereunder terminates for any
reason prior to expiration of the Sublease, Subtenant agrees, at the written
election of Landlord, to attorn to Landlord upon the then executory terms and
conditions of the Sublease for the remainder of the term of the Sublease.  In the event of any such election by
Landlord, Landlord will not be (a) liable for any rent paid by Subtenant
to Sublandlord more than one month in advance, or any security deposit paid by
Subtenant to Sublandlord, unless same has been transferred to Landlord by
Sublandlord; (b) liable for any act or omission of Sublandlord under the
Lease, Sublease or any other agreement between Sublandlord and Subtenant or for
any default of Sublandlord under any such documents which occurred prior to the
effective date of the attornment; (c) subject to any defenses or offsets that
Subtenant may have against Sublandlord which arose prior to the effective date
of the attornment; (d) bound by any changes or modifications made to the
Sublease without the written


 


3





















 


consent of Landlord, (e) obligated in any manner
with respect to the transfer, delivery, use or condition of any furniture,
equipment or other personal property in the Sublet Premises which Sublandord
agreed would be transferred to Subtenant or which Sublandlord agreed could be
used by the Subtenant during the term of the Sublease, or (f) liable for
the payment of any improvement allowance, or any other payment, credit, offset
or amount due from Sublandlord to Subtenant under the Sublease. If Landlord
does not elect to have Subtenant attorn to Landlord as described above, the
Sublease and all rights of Subtenant in the Sublet Premises shall terminate
upon the date of termination of the Lease or Sublandlord’s right to possession
thereunder. The terms of this Section 9 supercede any contrary provisions
in the Sublease.


 


10.                                 Payments
Under the Sublease. If at any time Sublandlord is in default under the
terms of the Lease, Landlord shall have the right to contact Subtenant and
require Subtenant to pay all rent due under the Sublease directly to Landlord
until such time as Sublandlord has cured such default. Subtenant agrees to pay
such sums directly to Landlord if requested by Landlord, and Sublandlord agrees
that any such sums paid by Subtenant shall be deemed first applied against any
sums owed by Sublandlord under the Lease and then against Subtenant under the
Sublease.  Any such sums received by
Landlord from Subtenant shall be received by Landlord on behalf of Sublandlord
and shall be applied by Landlord to any sums past due under the Lease, in such
order of priority as required under the Lease or, if the Lease is silent in
such regard, then in such order of priority as Landlord deems appropriate. The
receipt of such funds by Landlord shall in no manner be deemed to create a
direct lease or sublease between Landlord and Subtenant. If Subtenant fails to
deliver its Sublease payments directly to Landlord as required herein following
receipt of written notice from Landlord as described above, then Landlord shall
have the right to remove any signage of Subtenant, at Subtenant’s cost, located
outside the Premises or in the Building lobby or elsewhere in the Building and
to pursue any other rights or remedies available to Landlord at law or in
equity.


 


11.                                 Excess
Rent. If Landlord is entitled to any excess rent from Sublandlord pursuant
to the terms of the Lease, then, in addition to all rent otherwise payable by
Sublandlord to Landlord under the Lease, Sublandlord shall also pay to Landlord
the portion of the excess rent to which Landlord is entitled under the Lease,
in the manner described in the Lease. Landlord’s failure to bill Sublandlord
for, or to otherwise collect, such sums shall in no manner be deemed a waiver
by Landlord of its right to collect such sums in accordance with the Lease.


 


12.                                 Sublandlord
Notice Address. Sublandlord’s new address for notices to Sublandlord under
the Lease shall be as follows: Verisity Design, Inc., c/o Cadence Design
Systems, Inc., 2655 Seely Avenue, San Jose, California 95134.


 


13.                                 Authority.  Each signatory of this Consent Agreement
represents hereby that he or she has the authority to execute and deliver the
same on behalf of the party hereto for which such signatory is acting.


 


14.                                 Limitation
Of Landlord’s Liability.  Redress for
any claim against Landlord under this Consent Agreement shall be limited to and
enforceable only against and to the extent of Landlord’s interest in the
Building.  The obligations of Landlord
under this Consent Agreement, if any, are not intended to be and shall not be
personally binding on, nor shall any resort be had to the


 


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private properties of, any of its or its investment
manager’s trustees, directors, officers, partners, beneficiaries, members,
stockholders, employees, or agents, and in no case shall Landlord be liable to
Sublandlord and/or Subtenant hereunder for any lost profits, damage to
business, or any form of special, indirect or consequential damages.


 


IN
WITNESS WHEREOF, Landlord, Sublandlord and Subtenant have
executed this Consent Agreement as of the date set forth above.


 


	
  LANDLORD:

  	
   

  	
  SUBLANDLORD:

  
	
   

  	
   

  	
   

  
	
  SFERS REAL ESTATE CORP. U,

  	
   

  	
  VERISITY DESIGN, INC.,

  
	
  a Delaware corporation

  	
   

  	
  a California corporation

  
	
   

  	
   

  
	
  By:

  	
  RREEF Management Company, a

  	
  By:

  	
  /s/ James J. Cowie

  	
   

  
	
   

  	
  Delaware corporation, its Property

  	
  Name:

  	
  JAMES J. COWIE

  	
   

  
	
   

  	
  Manager

  	
  Title:

  	
  ASST. SECRETARY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James H. Ida

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Name: James H. Ida

  	
  Name:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
  Title:  Vice
  President, District Manager

  	
  Title:

  	
  VICE PRESIDENT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUBTENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONCEPTUS, INC., a Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark M. Sieczkarek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  MARK M. SIECZKAREK

  	
   

  
	
   

  	
   

  	
  Title:

  	
  CEO/PRESIDENT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  EVP & CFO

  	
   

  
								



 


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CONSENT
OF GUARANTOR


 


The undersigned, Cadence Design Systems, Inc., a Delaware corporation,
hereby (i) acknowledges this Consent Agreement, (ii) consents to the
terms and conditions contained in this Consent Agreement, and (iii) reaffirms
all of the undersigned’s obligations to guarantee the performance by Tenant of
the provisions of the Lease, pursuant to that certain Guaranty dated July 7,
2005 made by the undersigned in favor of Landlord, and all of the waivers set
forth therein of defenses to such obligations.


 


	
   

  	
  CADENCE DESIGN SYSTEMS, INC., a Delaware

  
	
   

  	
  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Trvaso

  	
   

  
	
   

  	
  Name:

  	
  DAVID TRVASO

  	
   

  
	
   

  	
  Title:

  	
  V.P. N.A. [ILLEGIBLE]

  	
   

  
	
   

  	
  Dated:

  	
  JULY 19, 2005

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Paul Bruno

  	
   

  
	
   

  	
  Name:

  	
  John Paul Bruno

  	
   

  
	
   

  	
  Title:

  	
  Vice President Real Estate & [ILLEGIBLE]

  	
   

  
	
   

  	
  Dated:

  	
  7/19/05, 2005

  



 


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EXHIBIT A


 


SUBLEASE
AGREEMENT


 


[attached
hereto]


 


	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Initials

  



 


 


A-1





















 


EXHIBIT B



 


DESCRIPTION
OF SUBLEASE ALTERATIONS


 


The area of work in the Sublease Premises on the first floor occurs
between column lines A and D and 4 and 9 as depicted on the attached Floor
Plans. The shaded areas of the attached Floor Plans for the first floor on the
new construction plan are as shaded in the existing plan. The shaded areas are
the cafeteria (not in contract) and existing office area which does not receive
any new work.


 


The new construction on the first floor will consist of expanding the
existing shipping and receiving area (designated as the warehouse) and removing
some existing offices to accommodate construction of a Machine Shop, R &
D and Wet Lab and the existing prefabricated CER room to be relocated from
Conceptus’s current facilities.


 


On the second floor, the work consists of combining two existing
conference rooms into 1 (at column line F between column lines 3 and 5) and
reworking an enclosed office area to a training room (at column line C, between
column lines 5 and 7).


 


	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Initials

  



 


B-1





















 


EXISTING
FLOOR PLAN 


 


FIRST
FLOOR


 





 


	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Initials

  



 


B-2





















 


EXISTING FLOOR PLAN 


 


SECOND FLOOR


 





 


	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Initials

  



 


B-3





















 


CONCEPTUS NEW
CONSTRUCTION - FIRST FLOOR


 





 


	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Initials

  



 


B-4





















 


CONCEPTUS NEW
CONSTRUCTION - SECOND FLOOR


 





 


	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Initials

  



 


B-5