Prepared and filed by St Ives Burrups



  Exhibit 10.12E

  

  


FOURTH AMENDMENT TO LEASE

  

THIS FOURTH AMENDMENT
  TO LEASE dated this 22 day of September, 1998, by and between Salt Lake
  Research Associates, LP, a New Mexico Limited Partnership, hereinafter referred
  to as Landlord, and NPS Pharmaceuticals Inc., a Delaware Corporation, hereinafter
  referred to as Tenant, for premises located at 420 Chipeta Way, Suites 20200
  and 20240; and premises located at 410 Chipeta Way, Suite 10219, Salt Lake City,
  Utah 84108.

RECITALS


  WHEREAS, under that certain lease dated
    June 3, 1994 and as Amended on May 14, 1995, September 11, 1996 and March
    6, 1997 (collectively the “Lease”), the Tenant presently occupies space
    (the “Premises”) at 420 Chipeta Way,. Salt Lake City, Utah; and

  WHEREAS, it is Tenant’s desire to extend
    the term of its existing Premises of 44,791 (the “Primary Space”) rentable
    square feet; and




  WHEREAS, it is Tenant’s desire to
    expand the Leased Premises and Rentable Area (the “Premises”)
    as noted on Exhibits “A” “A-1” and “A-2”;
    and

  WHEREAS, it is Tenant’s desire to have
    an option to expand its Premises (the “Expansion Space”) if and when the space
    comes available; and




  WHEREAS, it is Tenant’s desire to install
    a Nitrogen Tank (the “Tank”) at the Southwest corner near the rear entrance
    to the 420 Chipeta Way Building, which is located in the Common Area outside
    of the Premises; and

  NOW THEREFORE, in consideration of the
    mutual covenants and agreements herein contained and for other good and valuable
    consideration, the receipt and sufficiency of which are hereby acknowledged,
    Landlord and Tenant hereby covenant and agree as follows:



	 	1.	Section 4. Term of the Lease is amended
      to provide that the Term for Tenant’s existing Premises shall be extended
      for Five (5) years commencing October l, 1999 and expiring September 30,
      2004 (the “Extended Term”).
	 	 	 
	 	2.	Section 2. Leased Premises and Rentable
      Area. This Section shall be adjusted as follows: Effective on or about
      December 1, 1998, Tenant shall expand its Primary Space to include space
      presently occupied by University of Utah Hospital Homecare (“Homecare”)
      and containing 9,655 rentable square feet (the “Expansion Space”) for a
      total of 54,446 rentable square feet. Landlord understands that Tenant is
      currently trying to relocate Homecare to other space outside the Building
      and all costs incurred to relocate Homecare are the sole


1





  	 	 	responsibility of Tenant. Tenant hereby
        accepts the Expansion Space in its “as is” condition
	 	 	 
	 	3.	Section 5.      Rent
        of the Lease is amended to provide that during the Extended Term hereof
        Tenant shall pay to Landlord for their Leased Premises, in addition to
        any other charge to be paid by Tenant under the “Lease”, $11.00
        per rentable square foot as monthly rent for the first
        year. On each anniversary date of the extended term, rent shall increase
        by 2.75% and shall be paid as follows:





	 	 	 	 	 
	 	 Year
	 Month
	 Annual
	 
	 	12/1/98
        – 9/30/99
	$46,616.75
	 $559,401.00
	 
	 	10/1/99 –
        9/30/00
	$49,908.83
	$598,906.00
	 
	 	10/1/00 –
        9/30/01
	$51,281.33
	$615,375.91
	 
	 	10/1/01 –
        9/30/02
	$52,691.56
	$632,298.74
	 
	 	10/1/02 –
        9/30/03
	$54,140.58
	$649,686.95
	 
	 	10/1/03 –
        9/30/04
	$55,629.45
	$667,553.34
	 




	 	4.	Section 14. Alterations. Subject to
      the provisions in Paragraph 14 of the Lease, the following trade fixtures
      and personal property are considered Tenant owned property. Fume Hoods and
      Blowers, Autoclaves, Dishwashers, Cage Washers, Biosafety Cabinets, Pure
      Water Systems (R/O, 18 mega Ohm, etc.), Phone System, Security System, Computer
      Servers, Hubs, Flammable Storage Cabinets, Stockroom storage Cabinets, Library
      Shelving, Darkroom Equipment, Various Scientific Instruments, Make-up Air
      Units, Laboratory Casework (benches, hutches, cabinets), Office Casework,
      Office Shelving, Reception Desk, Specialized Plumbing Fixtures/Sinks, Eye
      Washes/Safety Showers, Specialized Lighting (track lighting, special fixtures),
      Cabinets and Shelving in 3 breakrooms, Projection Screens, First Aid Kits,
      Bulletin Boards, White Boards, Gas Cylinder Brackets and Artwork. At the
      termination of the Lease, Tenant may remove these items subject to the provisions
      of Paragraph 14 of the Lease.
	 	 	 
	 	 	Tenant shall have the right to, install security/fire
      doors to control access to the corridor so long as the doors meet fire code
      approval. Tenant must submit plans and specifications prepared in connection
      with the installation of the security/fire doors to Landlord and must obtain
      Landlord’s written consent prior to installation. Tenant shall be
      responsible for the installation, completion and the cost of all action
      required to comply with any and all statutes, rules, regulations, zoning
      codes, building codes and the requirements of the Americans with Disabilities
      Act of 1990 (the “ADA”). Tenant shall not reconfigure the common
      area corridors in any manner without obtaining Landlord’s prior written
      approval.


2







  

	 	5.	 Section 22. Default by Tenant.
      Paragraph 22 (b) of the Lease shall be amended to read: The failure by Tenant
      to make any payment of rent within 5 days after written notice from Landlord
      to Tenant.
	 	 	 
	 	6.	 Section 3. Improvement of
        Premises of the Lease is amended to provide that Landlord shall provide
        Tenant with an allowance of $3.00 per square foot for any improvement
        costs, including, but not limited to, space planning and construction.
        All costs that exceed the allowance Landlord has granted will be at Tenant’s
        sole cost and expense and in accordance with the provisions of the Lease.
        Tenant will receive upon execution of this Amendment its allowance for
        the 54,446 square feet which is $163,338.00.
	 	 	 
	 	7.	Expansion Option. Tenant
      shall be granted an Option to Expand, subject to existing rights
      or options, into spaces at 420 Chipeta Way, presently occupied by Rocky
      Mountain Data consisting of approximately 888 square feet and/or University
      of Utah Hospital Homecare consisting of approximately 1,610 square feet
      (the “Option Space”). Tenant’s possession of the Option
      Space shall be the earlier of (i) the date Tenant is successful in relocating
      the existing tenant’s or (ii) the expiration of Rocky Mountain Data’s
      lease or University of Utah Hospital Homecare’s lease. The Minimum
      Annual Rent for the Option Space shall be leased on the then escalated rent
      per square foot Tenant is paying on its Primary Space and the Term shall
      be coterminous with the Primary Space Term herein. Additionally, Tenant
      agrees to accept the Option Space in its “as is” condition.
	 	 	 
	 	8.	Options to Renew.Tenant
      shall be granted three (3), three-year options to extend its lease by giving
      notice to Landlord at least six (6) months prior to the expiration date
      of the Term herein or Extension thereof of its intent to exercise such option.
      The Minimum Annual Rent for each of the option periods shall be established
      at 95% of the then prevailing market rent.
	 	 	 
	 	9.	The Tank
	 	 	 
	 	 	A.	The Tank will be installed at the Southwest
      corner of the Common Area near the rear entrance to the Building and as
      is noted on the attached Exhibits “B” and “B-1”
      (the “Tank Space”). Wherever the term “Premises”
      is used throughout the Lease, it will include the Tank Space. 




3




 
  	 	 	B.	 The Tank shall be installed at the sole
        expense of Tenant and only in accordance with plans and specifications,
        which have been previously submitted to and approved in writing by Landlord.
        The Tank will be installed within the Tank Space only. After the initial
        installation of the Tank and the improvements to the Tank Space are made,
        no alterations or physical additions in or to the Tank or the Tank Space
        may be made without Landlord’s prior written consent. Approval by Landlord
        of Tenant’s plans and specifications prepared in connection with the installation
        of the Tank and improvements to the Tank Space shall not constitute a
        representation or warranty as to the adequacy or sufficiency of such plans
        and specifications, for any use, purpose, or condition, but such approval
        shall merely constitute the consent of Landlord as required hereunder.
        Tenant shall be responsible for the completion and the cost of all action
        required to comply with any and all statutes, rules, regulations, zoning
        codes, building codes and the requirements of the Americans with Disabilities
        Act of 1990 (the “ADA”).
	 	 	 	 
	 	 	C.	The installation of the Tank will involve
        among other things, leveling the sod within the Tank Space, installing
        a retaining wall, a concrete pad with a chain link fence and screening
        as well as concrete ballast’s. Any landscape area that is destroyed
        or damaged during the installation will be restored to its original condition
        at Tenant’s expense after the Tank is installed. In addition, Tenant
        will install, at its expense, sufficient additional shrubs around the
        sides of the fence enclosing the Tank.
	 	 	 	 
	 	 	D.	 At the expiration or earlier termination
        of the Lease, Tenant will remove the Tank at its expense and completely
        restore the Tank Space and surrounding area to its original landscaped
        condition.
	 	 	 	 
	 	10.	 	Brokeraae. Landlord
        and Tenant each warrant to the other that it has not dealt with any broker
        or agent in connection with the negotiation or execution of this Lease
        except Landlord’s Broker Grubb & Ellis/Wallace Associates and
        Tenant’s Broker GVA Business Properties Group. Tenant and Landlord
        shall each indemnify the other against all costs, expenses, attorneys’
        fees, and other liability for commissions or other compensation claimed
        by any broker or agent claiming the same by, through, or under the indemnifying
        party. Any and all commissions payable to Tenant’s Broker shall
        be paid by Tenant and Tenant indemnifies Landlord against all costs, expenses
        attorneys’ fees, and other liability for commissions or other compensation
        claimed by Tenant’s Broker.





4






Except as modified herein, all terms and conditions of the Lease, as amended, shall remain in full force and effect.

	 LANDLORD:
	 Tenant:

	 	 
	 SALT LAKE RESEARCH PARK
        ASSOCIATES, LIMITED PARTNERSHIP

        
	 NPS PHARMACEUTICALS,
        INC.

	 	 
	 By: BGK Realty, Inc., its
        general partner 
	  
	 	 
	By: /s/ Cheryl S. Willoughby	By: /s/ Robert K. [Illegible]
	         Cheryl S. Willoughby	             Robert
      K. [Illegible]
	Title: Senior Vice President	Title: Vice President, Finance


5



 




EXHIBIT “A”




6






 

EXHIBIT “A-1”




7






 

EXHIBIT “A-2”




8






 

EXHIBIT “B”




9






 

EXHIBIT “B-1”



10