Exhibit 10.1



 





Exhibit 10.1




FIFTH AMENDMENT TO

PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS




          THIS FIFTH AMENDMENT TO PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (this “Amendment”), dated
as of December 3, 2007, is entered into between DMH CAMPUS INVESTORS, LLC, a Delaware limited
liability company (“Buyer”), and NEUROCRINE BIOSCIENCES, INC., a Delaware corporation, and SCIENCE
PARK CENTER, LLC, a Delaware limited liability company (collectively, “Seller”), with reference to
the following recitals:




RECITALS




     A. Seller and Buyer’s predecessor-in-interest, Veralliance Properties, Inc., are parties to
that certain Purchase Agreement and Escrow Instructions dated as of October 30, 2007, as amended by
that certain First Amendment to Purchase Agreement and Escrow Instructions dated as of November 21,
2007, as amended by that certain Second Amendment to Purchase Agreement dated as of November 27,
2007, as amended by that certain Third Amendment to Purchase Agreement dated as of
November 28, 2007, and as further amended by that certain Fourth Amendment to Purchase Agreement
dated as of November 28, 2007 (as amended, the “Purchase Agreement”). All initially-capitalized
terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement
unless the context clearly indicates otherwise.



     B. Seller and Buyer mutually desire to amend the Purchase Agreement as provided below.



AGREEMENT




     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



          1. Closing Date. The defined term “Closing Date” in Section 1 of the Purchase
Agreement is hereby deleted and replaced in its entirety with the following:





““Closing Date” means December 4, 2007 (or such earlier date as may
be mutually agreed upon by Seller and Buyer).”



          2. Increase in Purchase Price. The defined term “Purchase Price” in Section 1 of
the
Purchase Agreement is hereby deleted and replaced in its entirety with the following:





““Purchase Price” means $109 million, plus the Prepayment Charges
which Buyer shall pay to Seller. The Deposit will be credited towards the
Purchase Price.”


All references in the Purchase Agreement to Buyer assuming the Existing Loan are no longer
applicable.




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          3. NBI Lease. The defined term “NBI Lease” in Section 1 of the Purchase
Agreement is
hereby deleted and replaced in its entirety with the following:





““NBI Lease” means a lease to become effective on the Close of
Escrow in the form contained in the attached Exhibit A, between NBI, as
tenant, and Buyer’s designee who acquires Parcel 1 at the Close of Escrow,
as landlord.”



          4. Prorations. Section 8 of the Purchase Agreement is hereby deleted and replaced in
its entirety with the following:





“Prorations. With respect to the that portion of the Property that
is covered by APN 304-070-60, general and special county and city real
property taxes and assessments (the “Campus Taxes”) that are due and payable
in the month that the Close of Escrow occurs shall be paid by Seller through
Escrow without proration. With respect to that portion of the Property that
is covered by APNs 307-010-28 and 307-010-29, general and special county and
city real property taxes and assessments (the “Land Taxes”, and collectively
with the Campus Taxes, the “Taxes”) must be prorated between Buyer and
Seller, as of the Close of Escrow, on the basis of the actual number of days
during the month in which the Close of Escrow occurs and based on the most
recent official tax bills or notice of valuation available to the general
public for the fiscal year in which the Close of Escrow occurs, and to the
extent the tax bills do not accurately reflect the actual Land Taxes
assessed against the Property (or any portion of the Property), then Buyer
and Seller shall adjust such actual Land Taxes between Buyer and Seller
outside of Escrow, as soon as reasonably possible following the Close of
Escrow. Rent payable under the NBI Lease, including Monthly Rental and
monthly estimated Operating Expenses (“Rent”) for the month in which the
Close of Escrow occurs shall be paid by Seller, on the basis of the actual
number of days left in the month in which the Close of Escrow occurs.
Because the NBI Lease is a triple-net lease, no items other than the Land
Taxes shall be prorated between Buyer and Seller.”



          5. Exhibit A. Exhibit A attached to the Purchase Agreement is hereby deleted and
replaced in its entirety with the lease agreement that is attached as Exhibit A to this Amendment.




          6. Exhibit _C. The list of tangible personal property attached to this Amendment as
Exhibit B is hereby replaced with the existing list contained in Schedule 3 of Exhibit C attached
to the Purchase Agreement.




          7. No Other Amendments. Except as expressly modified hereby, the Purchase Agreement
shall remain unmodified and in full force and effect. To the extent any of the provisions of this
Amendment are inconsistent with any of the provisions set forth in the Purchase Agreement, the
provisions of this Amendment shall govern and control.




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          8. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which when taken together shall constitute one and
the same instrument. Each counterpart may be delivered by facsimile transmission.




[SIGNATURES ON NEXT PAGE]




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          IN WITNESS WHEREOF, Buyer and Seller have executed this Amendment as of the day and year first
above written.




Buyer:




DMH CAMPUS INVESTORS, LLC,

a Delaware limited liability company




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	PRISA III DMH CAMPUS, LLC,	 	 	 	 
	 	 	a Delaware limited liability company, its managing member	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	PRISA III Investments, LLC,	 	 	 	 
	 	 	 	 	a Delaware limited liability company, its sole member	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	PRISA III REIT Operating LP,	 	 	 	 
	 	 	 	 	 	 	a Delaware limited partnership, its sole member	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	PRISA III OP GP, LLC,	 	 	 	 
	 	 	 	 	 	 	 	 	a Delaware limited liability company, its general partner	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	PRISA III Fund LP,	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	a Delaware limited partnership, its manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	By:	 	PRISA III Fund GP, LLC,	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	a Delaware limited liability company, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	By:	 	PRISA III Fund PIM, LLC,	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	a Delaware limited liability company, its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	By:	 	Prudential Investment Management, Inc.,
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	a New Jersey corporation, its sole member
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	By:
	 	/s/ Soultana Reigle	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Name:
	 	Soultana Reigle	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Title:
	 	Vice President	 	 	 	 






Seller:




NEUROCRINE BIOSCIENCES, INC.,

a Delaware corporation




	 	 	 	 	 
	By:

	 	/s/ Tim Coughlin
	 	 
	 

	 	 	 	 
	 

	 	Tim Coughlin, VP and CFO	 	 






S-1









 





SCIENCE PARK CENTER, LLC,

a Delaware limited liability company




	 	 	 	 	 	 	 
	By:	 	NEUROCRINE BIOSCIENCES, INC.,	 	 
	 	 	a Delaware corporation, its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tim Coughlin	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Tim Coughlin, VP and CFO	 	 






S-1









 





Exhibit A




Lease Agreement




[See Attached.]




A-1









 





Exhibit B




List of Tangible Personal Property




Exhibit H to the Lease attached to this Amendment as Exhibit A is incorporated into this Exhibit

B as if fully repeated here.





B-1