exv10w35



 






EXHIBIT 10.35




SECOND AMENDMENT TO LEASE




     This Second Amendment to Lease Agreement (“Second Amendment”) is to be
effective April 15, 2004 (“Effective Date”), by and between LaSALLE BANK, N.A.
(formerly known as LaSalle National Bank), as Trustee for the
Certificateholders Under the Pooling and Servicing Agreement, dated as of
November 27, 1998 “Landlord” and MYOGEN, INC.,
(“Tenant”). The Tenant and Landlord may be referred to herein as the
“Parties” and either one of them may be referred to herein as a “Party.”



RECITALS




     A. Church Ranch Business Center, LLC, a Colorado limited liability
company, as landlord (“Original Landlord”) and Tenant entered into that
certain Lease Agreement dated January 1, 2002 (which together with the First
Amendment described below shall be referred to herein as the “Lease”), for the
lease of space designated as Suites 102-107, Building 1, and Suites 209-212,
Building 2, totaling approximately 22,040 gross square feet, in the Church
Ranch Business Center, 7575-7577 West 103rd Avenue, Westminster, Colorado,
80021 (the “Project”).



     B. Sevo Miller, Inc., as receiver “Receiver” by that
certain Order Appointing Receiver dated June 16, 2003, and Tenant entered into
that certain First Amendment to Lease dated December 2, 2003, to amend the
Lease and add Suite 213, Building 2 (“Additional Space”) to the definition of
the Property.



     C. The Landlord is the successor in interest to the Original Landlord.



     D. The Tenant has requested the Landlord to enter into a lease for an
additional 9,734 square feet of space at the Project known as Suite 109,
Building 1 (“Second Additional Space”) and Tenant and Landlord have agreed to
amend the terms of the Lease to permit Tenant to lease the Second Additional
Space.



     In consideration of the mutual agreements set forth herein, the Landlord
and Tenant agree that the Lease will be amended as follows:



     1. Property. As of the Effective Date hereof, the definition of the
“Property,” as defined in Section 1.04 of the Lease is amended to include the
Second Additional Space. The Second Additional Space is depicted on Exhibit A
to this Second Amendment. Except as set forth herein, the Property shall be
deemed to include the Second Additional Space for all purposes under the
Lease.



     2. Term. The definition of “Lease Term” as set forth in Section 1.05
shall be applicable to the Second Additional Space and, therefore, shall end
on February 28, 2007. Notwithstanding the foregoing, Landlord and Tenant
acknowledge and agree that Tenant’s rights pursuant to Section 5 of Exhibit A
to the Lease shall apply to the Second Additional Space.



     3. Base Rent. The Base Rent as described in Section 1.12 (a) of the
Lease, for the Second Additional Space shall be the fixed amount of $5,880.96
per month (based upon a rate of $7.25 per foot times 9,734 square feet).
Tenant acknowledges that the rate for the Second Additional Space is



 









 







less than the Additional Space because the rear portion of the Second Additional
Space is totally unfinished. Tenant’s obligation to pay Base Rent for the
Second Additional Space shall commence April 15, 2004, and shall continue through the end of the Lease Term.
The initial Base Rent payment for the Second Additional Space shall be due
and payable on or before April 25, 2004.



     4. Other Periodic Payments. As of the Effective Date hereof, Tenant’s
pro rata share as calculated in Section 4.05(e) of the Lease and as set forth
in Section 12(b) of the Lease shall be increased to 30.01% (= (28,242 +
9,734)/126,550).



     5. Acceptance of Second Additional Space. The taking of possession of the
Second Additional Space shall be deemed an acceptance of the same by Tenant in
its “AS IS” condition without any obligation whatsoever on the part of the
Landlord to repair, remodel, reconstruct or modify the Second Additional Space
for Tenant. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY, HABITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SECOND ADDITIONAL SPACE,
OR OF ANY OTHER KIND ARISING OUT OF THIS SECOND AMENDMENT, AND THERE ARE NO
WARRANTIES WITH RESPECT TO THE SECOND ADDITIONAL SPACE THAT EXTEND BEYOND THOSE
EXPRESSLY STATED IN THIS SECOND AMENDMENT.



     6. Use and Rights. Landlord and Tenant acknowledge and agree that (i)
Tenant shall be entitled to operate in the Second Additional Space in the same
manner as is permitted for all or any portion of the original Property under
the Lease, and (ii) any and all rights that Tenant has with respect to all or
any portion of the original Property shall apply to the Second Additional
Space. Notwithstanding the foregoing or any other provision of the Lease,
Tenant will not be required to remove the tenant improvements which Tenant
installs or constructs in the Premises, provided that Tenant shall be required
to remove all of Tenant’s equipment, supplies, furniture, hazardous materials,
inventory, appliances and other easily movable property, and leave the premises
in a “broom clean condition.”



     7. Construction of Improvements. Landlord hereby consents to Tenant’s
build out of the Second Additional Space in accordance with the plans and
specifications attached hereto as Exhibit A. Landlord hereby consents to
Tenant’s contractor, GTC, and waives any provision in the Lease requiring
Tenant to provide demolition and/or completion bonds.



     8. Counterparts. This Second Amendment may be executed in counterparts and
the parties agree that facsimile signatures shall be sufficient to bind the
parties to the terms hereof.



     9. Definitions and Ratification. Tenant acknowledges that Landlord is
not in default under any term or provision set forth in the Lease as of the
date of this Second Amendment. Capitalized terms in this Second Amendment
which are not expressly defined herein shall have the meanings set forth in
the Lease. Except as amended by this Second Amendment, the Lease is hereby
ratified and confirmed.



     [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]



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     The Landlord and Tenant have signed this Second Amendment to be effective
the date first set forth above.



	 	 	 
	

	 	LANDLORD:
	 
	 	 
	

	 	LaSALLE BANK, N.A. (formerly known as
LaSalle National Bank), as Trustee
for the Certificateholders Under the
Pooling and Servicing Agreement,
dated as of November 27, 1998
	 
	 	 
	

	 	By:/s/Pat McEnta
	

	 	
 
	

	 	Name: Pat McEnta
	

	 	Title: Director, Portfolio Management
	 
	 	 
	

	 	TENANT:
	 
	 	 
	

	 	MYOGEN, INC.
	 
	 	 
	

	 	By: /s/ J. William Freytag
	

	 	
 
	

	 	Name: J. William Freytag
	

	 	Title: President & CEO







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Exhibit A




[Floor plan Diagram]




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