Exhibit 10.20
SUBLEASE
THIS SUBLEASE (this "Sublease") is dated for reference purposes as of January
27, 2005, and is made by and between Accelrys, Inc., a Delaware corporation
("Sublessor"), and QUALCOMM Incorporated, a Delaware corporation ("Sublessee").
Sublessor and Sublessee hereby agree as follows:
1.
RECITALS:
THIS SUBLEASE IS MADE WITH REFERENCE TO THE FACT THAT SAN
DIEGO TECH CENTER, LLC, PREDECESSOR IN INTEREST TO CALWEST INDUSTRIAL HOLDINGS,
LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS LANDLORD ("MASTER LESSOR"), AND
SUBLESSOR, FORMERLY KNOWN AS MOLECULAR SIMULATIONS INC., AS TENANT, ENTERED INTO
THAT CERTAIN OFFICE BUILDING LEASE, DATED AS OF OCTOBER 23, 1998, AS AMENDED BY
THAT CERTAIN FIRST AMENDMENT TO LEASE DATED AS OF AUGUST 31, 1999 AND THAT
CERTAIN SECOND AMENDMENT TO LEASE DATED AS OF JUNE 14, 2002 (AS AMENDED, THE
"MASTER LEASE"), WITH RESPECT TO PREMISES CONSISTING OF APPROXIMATELY 76,635
SQUARE FEET OF SPACE, LOCATED AT 9685 AND 9725 SCRANTON ROAD, SAN DIEGO,
CALIFORNIA (THE "PREMISES").
A COPY OF THE MASTER LEASE IS ATTACHED HERETO AS
EXHIBIT A.
2.
PREMISES:
SUBLESSOR HEREBY SUBLEASES TO SUBLESSEE, AND SUBLESSEE HEREBY
SUBLEASES FROM SUBLESSOR, ALL OF THE PREMISES.
SUBLESSEE HEREBY ACKNOWLEDGES
AND AGREES THAT SUBLESSEE SHALL REMOVE FROM THE PREMISES, PRIOR TO DELIVERY OF
THE PREMISES TO SUBLESSEE, THE FURNITURE AND CUBICLES LOCATED THEREIN, AND THAT
SUCH FURNITURE AND CUBICLES WILL NOT BE PART OF THE PREMISES.
THE EFFECTIVENESS
OF THIS SUBLEASE SHALL BE SUBJECT TO SUBLESSOR OBTAINING THE WRITTEN CONSENT OF
THE MASTER LESSOR TO THIS SUBLEASE AS SET FORTH IN SECTION 18 BELOW.
PURSUANT
TO THIS SUBLEASE, SUBLESSEE ALSO SHALL HAVE THE RIGHT TO USE THE BUILDING COMMON
AREAS AND THE PROJECT COMMON AREAS AS PROVIDED IN THE MASTER LEASE, INCLUDING,
WITHOUT LIMITATION, NOT LESS THAN 3.1 SPACES PER THOUSAND SQUARE FEET OF
RENTABLE AREA IN THE PREMISES.
ALL PARKING SHALL BE FREE THROUGHOUT THE
SUBLEASE TERM.
3.
TERM:
A.
TERM.
SUBLESSOR SHALL DELIVER THE PREMISES TO SUBLESSEE IN THE
CONDITION DESCRIBED IN SECTION 6 BELOW UPON FULL EXECUTION OF THIS SUBLEASE AND
RECEIPT OF MASTER LESSOR'S CONSENT TO THIS SUBLEASE.
THE TERM (THE "TERM") OF
THIS SUBLEASE SHALL BE FOR THE PERIOD COMMENCING ON THE LAST TO OCCUR OF
(A) FEBRUARY 1, 2005, (B) THE DATE SUBLESSOR DELIVERS POSSESSION OF THE PREMISES
AS REQUIRED ABOVE AND (C) THE DATE MASTER LESSOR'S CONSENT TO THIS SUBLEASE IS
RECEIVED AS PROVIDED IN SECTION 18 BELOW (THE "COMMENCEMENT DATE") AND ENDING ON
DECEMBER 31, 2006 (THE "EXPIRATION DATE"), UNLESS THIS SUBLEASE IS SOONER
TERMINATED PURSUANT TO ITS TERMS OR THE MASTER LEASE IS SOONER TERMINATED
PURSUANT TO ITS TERMS.
SO LONG AS SUBLESSEE IS NOT IN DEFAULT UNDER THIS
SUBLEASE BEYOND ANY APPLICABLE CURE PERIOD, SUBLESSOR SHALL NOT EXERCISE ANY
RIGHT OF SUBLESSOR TO TERMINATE THE MASTER LEASE OR OTHERWISE VOLUNTARILY
TERMINATE THE MASTER LEASE.
B.
EARLY ENTRY.
(I)
COMMENCING UPON EXECUTION AND DELIVERY OF THIS SUBLEASE BY BOTH
SUBLESSOR AND SUBLESSEE, SUBLESSEE'S REPRESENTATIVES MAY ENTER THE PREMISES AT
TIMES REASONABLY SCHEDULED IN ADVANCE WITH SUBLESSOR TO INSPECT THE PREMISES AND
TO