**Exhibit 10.1**

 

AMENDMENT TO

LEASE AGREEMENT

 

by and between

 

605 EAST FAIRCHILD ASSOCIATES, L.P.,

a California limited partnership

(“Landlord”)

and

CALIPER LIFE SCIENCES, INC.,

 a Delaware corporation

(“Tenant”)

 

----

 

AMENDMENT TO LEASE AGREEMENT

 

ThisAmendment to Lease Agreement (this “Amendment”) is entered into as of March 18,2008, by and between  605 EAST FAIRCHILDASSOCIATES, L.P., a California limited partnership (herein called “Landlord”),and CALIPER LIFE SCIENCES, INC., formerly known as Caliper Technologies Corp.(herein called “Tenant”).

 

RECITALS

 

A.                                   Landlord and Tenant entered into that certainLease Agreement dated as of October 15, 1998 (the “Lease”), pursuant towhich Landlord leased to Tenant, and Tenant hired from Landlord, one entirebuilding (the “Building”) on certain real property located in Mountain View,California, as more particularly described in the Lease (the “Premises”), onthe terms and conditions contained therein.

 

B.                                     Tenant and Landlord now desire to amend the Leaseto, among other things, extend the term of the Lease, all in accordance withthis Amendment.

 

AGREEMENT

 

NOW,THEREFORE, for good and valuable consideration, the adequacy of which is herebyacknowledged by the parties, Tenant and Landlord hereby agree as follows:

 

# 1.                                       Certain Defined Terms.

#  

## 1.1                                 All capitalized terms used in this Amendment andnot defined herein shall have the meanings set forth in the Lease.

##  

# 2.                                       Lease Amendments.

#  

## 2.1                               Basic Lease Information. The “Basic LeaseInformation” from the Lease is amended as follows:

##  

### (a)                                  “Lease Term”: The initial term of the Lease is being extended for a period of five (5) years.Accordingly, the existing provision defining the “Lease Term” is amended toread, in its entirety, as follows:

###  

Lease Term:                             The initial term of thisLease shall commence on the Occupancy Date and shall expire on November 30,2013, with the right to extend for one (1) additional five (5) yearterm in accordance with Paragraph 43 [Option to Renew].

 

----

 

### (b)                                 “Expiration Date”: The existing provision defining the “Expiration Date” is amended toread, in its entirety, as follows:

###  

Expiration Date: November 30, 2013

 

### (c)                                  “Monthly Base Rent” and “Base Rent Adjustment”:  The Monthly Base Rent under the Lease will beadjusted beginning December 1, 2008. Accordingly, the existing provisionsdefining “Monthly Base Rent” and “Base Rent Adjustment” are deleted in theirentirety and replaced with the following:

###  

Monthly Base Rent:                                   The Monthly BaseRent during the initial Term (as extended by this Lease Amendment) shall be asfollows:

 
| **Year**                 | ** ** | **Monthly Base  Rent** | ** ** |
|--------------------------|------------|-----------------------------|------------|
| 12/1/1998 to  11/30/1999 |       | $                           | 125,398.35 |   |
| 12/1/1999 to  11/30/2000 |       | $                           | 129,160.30 |   |
| 12/1/2000 to  11/30/2001 |       | $                           | 133,035.11 |   |
| 12/1/2001 to  11/30/2002 |       | $                           | 137,026.16 |   |
| 12/1/2002 to  11/30/2003 |       | $                           | 141,136.94 |   |
| 12/1/2003 to  11/30/2004 |       | $                           | 145,371.05 |   |
| 12/1/2004 to  11/30/2005 |       | $                           | 149,732.18 |   |
| 12/1/2005 to  11/30/2006 |       | $                           | 154,224.15 |   |
| 12/1/2006 to  11/30/2007 |       | $                           | 158,850.87 |   |
| 12/1/2007 to  11/30/2008 |       | $                           | 163,616.40 |   |
| 12/1/2008 to  11/30/2009 |       | $                           | 141,406.65 |   |
| 12/1/2009 to 11/30/2010  |       | $                           | 145,648.85 |   |
| 12/1/2010 to  11/30/2011 |       | $                           | 150,018.32 |   |
| 12/1/2011 to  11/30/2012 |       | $                           | 154,518.86 |   |
| 12/1/2012 to  11/30/2013 |       | $                           | 159,154.43 |   |

 

Oneach anniversary of the commencement of the Extension Term (if any), theMonthly Base Rent shall increase by three (percent (3%) of the Monthly BaseRent applicable to the month immediately prior to the applicable anniversary.

 

## 2.2                                 Term.

##  

### (a)                                  Paragraph 3(a) of the Lease is amended toread, in its entirety, as follows:

###  

(a)                                  Theterm of this Lease (the “Term”) shall be for a period of time specified in theBasic Lease Information (unless sooner terminated pursuant to Paragraphs 11(c),20, 21(b), 

 

----

 

22, or23), provided that Tenant shall have an option to extend the Term in accordancewith the terms and conditions of Paragraph 43 [Option to Renew]. Tenant shallaccept the Premises in an “as-is” condition. The “Occupancy Date” and the “RentCommencement Date” are December 1, 1998, and the “Expiration Date” is November 30,2013, subject to extension pursuant to Paragraph 43.

 

### (b)                                 Paragraph 3(d) of the Lease is deleted in itsentirety.

###  

## 2.3                                 Additional Alterations. Paragraph 8 of the Lease is amended as follows:

##  

### (a)                                  The following shall be added at the end ofParagraph 8(b):

###  

Landlordmay condition its consent to any proposed Alterations on a requirement thatfunds in an amount reasonably determined by Landlord’s designated contractor tobe sufficient to cause the removal of such Alterations and restoration of thePremises to the condition required by Paragraph 8(e) below upon theexpiration or termination of this Lease be provided by Tenant to Landlord uponLandlord’s approval of such Alterations, to be held as additional security forTenant’s obligations under Paragraph 8(e).

 

### (b)                                 Paragraph 8(c) shall be amended by deletingthe existing clause (y) in such Paragraph and replacing it with thefollowing:

###  

(y) unlessthe proposed Alteration consists solely of carpeting, painting and similarcosmetic items, the cost of each such Alteration (or group of Alterations, if occurringsubstantially at the same time and as part of a single project) does not exceedFive Thousand Dollars ($5,000), and the cost of all such Alterations in anytwelve (12) month period during the Term in the aggregate does not exceed TenThousand Dollars ($10,000). . .

 

### (c)                                  Paragraph 8(e) shall be amended by deletingthe first sentence of such Paragraph and replacing it with the following:

###  

Tenantacknowledges that Landlord intends that the Building be configured for a singletenant upon the expiration or termination of this Lease. Accordingly, upon theexpiration or sooner termination of the Term, Tenant shall upon demand byLandlord, at Landlord’s election and at Tenant’s sole cost and expense,forthwith and with all due diligence remove any Alterations made by or for theaccount of Tenant that are inconsistent with the base building configurationdepicted on Exhibit A attached to this Amendment and designated byLandlord to be removed and restore the Premises as required by Paragraph 26(b) [Deliveryand Restoration of the Premises].

 

----

 

## 2.4                                 Assignment and Subletting; Bonus Rent. Paragraph 11(e) of the Lease is amended bydeleting the second sentence of such Paragraph and replacing it with thefollowing:

##  

However,fifty percent (50%) of any rent or other consideration realized by Tenant underany such Assignment or Sublease in excess of the Base Rent and AdditionalCharges payable hereunder (or the amount thereof proportionate to the portionof the Premises subject to such Sublease or Assignment) shall be paid toLandlord, after deducting therefrom (i) the fully amortized value assumingan 8% interest rate of Alterations installed by Tenant and associated costsrequired by Landlord to remove the alterations accordingly to the last sentenceof Paragraph 8(b) [Landlord’s Consent to Tenant’s Alterations] which arelocated on the portion of the Premises subject to such Sublease or Assignmentas of the effective date of such Assignment or Sublease which are attributableto and allocated in equal installments over the term of the Sublease orAssignment; (ii) any customary brokers’ commissions and legal fees thatTenant has incurred in connection with such Assignment or Sublease fullyamortized using an 8% interest rate over the term of the Sublease or Assignment;(iii) costs reasonably incurred by Tenant for demising walls and/or otherimprovements or alterations necessary to cause the Premises to be suitable formultiple tenants to obtain the Sublease and/or Assignment, which costs shall beamortized using an 8% interest rate over the term of the applicable Sublease orAssignment; and (iv) any free rent provided by Tenant to its subtenant orassignee to obtain the Sublease and/or Assignment, which shall be amortized ona straight line basis (without interest) over the term of the applicableSublease or Assignment.

 

## 2.5                                 Signage. Paragraph 42 of the Lease is amended by adding the following at the endof the first sentence in such Paragraph:

##  

, oneof which locations may be for the use of a subtenant. In addition, Tenant mayrequest additional signage which shall be subject to the prior approval ofLandlord, which shall not be unreasonably withheld, and compliance with allapplicable governmental requirements including, without limitation, localplanning, building and zoning ordinances.

 

## 2.6                                 Option to Renew. Paragraph 43 of the Lease is amended by replacing the phrase “eighteen(18) months” with the phrase “twelve (12) months.”

##  

## 2.7                                 Required Condition of Premises Upon Surrender. Exhibit “E” to the Lease is deleted in its entirety and replaced with the Exhibit “E”attached to this Amendment.

 

----

 

# 3.                                       Brokers and Commissions. Each party represents that it has not haddealings with any real estate broker, finder or other person with respect tothis Amendment in any manner (including, without limitation, the brokers listedin the Basic Lease Information of the Lease), except for Cornish &Carey Commercial and Lincoln Property Company both representing Tenant, whoshall be paid by Landlord in the amount of Three Hundred Sixty Thousand ThreeHundred Fifty-Eight and 61/100 Dollars ($360,358.61) upon satisfaction of allof the following conditions:  (a) fullexecution of this Amendment by Landlord and Tenant; (b) payment by Tenantof all Rent due for the month of December 2008 and all prior months,and  (c) no uncured default byTenant, and no event that with the passage of time or giving of notice or bothcould result in a default, having occurred and be continuing as of December 1,2008. Each party shall hold harmless the other party from all damages resultingfrom any claims that may be asserted against the other party by any broker,finder or other person with whom the other party has or purportedly has dealt.

#  

# 4.                                       Counterparts. This Amendment may be executed in counterparts,each of which shall be deemed an original, but all of which taken togethershall constitute one and the same instrument. Facsimile or electronicallyscanned and transmitted copies of original signatures shall be deemedoriginals.

#  

# 5.                                       No Other Amendments. Except as amended by thisAmendment, the terms of the Lease, including all exhibits and schedulesattached thereto, shall remain unmodified and in full force and effect.

 

----

 

# IN WITNESS WHEREOF, the partieshave executed this Amendment as of the date first written above.

 

 
| ** ** | **LANDLORD**:                             |
|------------|-------------------------------------------|
|       |                                      |
| ** ** | **605  EAST FAIRCHILD ASSOCIATES, L.P.,** |
|       | a California  limited partnership         |
|       |                                      |
|       | By:                                       | M-D  Ventures, Inc. |
|       |                                      | a California  corporation |
|       | Its:                                      | General Partner |
|       |                                      |   |
|       |                                      | By: |   |
|       |                                      |   |   John  Mozart |
|       |                                      |   |   President |
|       |                                      |   |
| ** ** | **TENANT**:                               |
|       |                                      |   |
| ** ** | **CALIPER  LIFE SCIENCES, INC.,**         |
|       | a Delaware  corporation                   |
|       |                                      |   |
|       |                                      |   |
|       | By:                                       |   |
|       |                                      |   Bruce  Bal, Sr. Vice President - Operations |

 

----

 

**Exhibit “A” to Lease Amendment**

 

**See attached.**

 

**[Attach base building diagram from LOI]**

 

----

 

**Exhibit “E” to Lease**

 

**REQUIRED CONDITION OF PREMISES UPON SURRENDER**

 

Upontermination of the Lease, the Premises shall be returned to Landlord with allBuilding Systems and elevator, fire and gas systems in good working order andmaintained with any necessary repairs completed in the reasonable opinion of Landlord’ssubcontractor, and all operating manuals and maintenance records with respectto such systems shall be delivered to Landlord. All space in the Premises shallbe “broom clean” and well-maintained with walls touched up sufficient so they are scuff free and in neat and cleancondition, and carpet shampooed and presentable for re-leasing, with anydamaged carpet replaced or repaired. All window coverings shall be cleaned andany damaged coverings repaired or replaced. Any damaged ceiling tiles shall bereplaced and all light fixtures shall be fully operational and clean. All doorsshall be presentable and damaged doors repaired or replaced. Bathrooms shall befreshly mopped and all tile surfaces cleaned. Any damaged bathroom partitionsor fixtures shall be repaired or replaced. The exterior and interior of allwindows shall be washed and all interior partition glass shall be cleaned. IfTenant is obligated to remove or restore any Alterations upon termination orexpiration of the Lease pursuant to Paragraph 8 of the Lease, the affected areawill be returned to Landlord in the form consistent with Exhibit “A”attached to this Amendment and otherwise in the condition described in this Exhibit “E”above.

 

----