EXHIBIT 10.19
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, CA 92660
Attn: V.P. Closing
Real Estate Division
Loan No. 209900201
Space Above This Line for Recorder's Use
SUBORDINATION, NON-DISTURBANCE,
AND ATTORNMENT AGREEMENT
THIS SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT (this "Agreement")
is made as of October 23, 2009, by and among PACIFIC LIFE INSURANCE COMPANY, a
Nebraska corporation (together with its successors and assigns, "Lender"),
SENOMYX, INC., a Delaware corporation ("Tenant"), and ARE-NEXUS CENTRE II, LLC,
a Delaware limited liability company ("Landlord").
RECITALS
A.
Landlord is the owner of those certain
premises commonly known as 4767 Nexus Centre Drive, in San Diego County,
California, more particularly described in Exhibit A attached hereto (the "Real
Estate");
B.
Landlord has requested that Lender make a
loan (the "Loan") to Landlord and to ARE-Virginia No.3, LLC, a Delaware limited
liability company, ARE-SD Region No. 21, LLC, a Delaware limited liability
company, ARE-1201/1208 Eastlake Avenue, LLC, a Delaware limited liability
company, ARE-1208 Eastlake Avenue, LLC, a Delaware limited liability company,
and ARE-SD Region No. 27, LLC, a Delaware limited liability company (each, a
"Loan Party" and collectively, the "Loan Parties"), pursuant to a Loan
Agreement, by and among Landlord, the other Loan Parties and Lender ("Loan
Agreement"), which Loan is to be evidenced by a Secured Promissory Note (the
"Note"), by the Loan Parties in favor of Lender;
C.
Pursuant to the Loan Agreement, the
obligations of the Loan Parties under the Note are to be secured by, among other
things, a mortgage, deed of trust or other security instrument (the "Security
Instrument") to be recorded in the Official Records of San Diego County,
California;
D.
The Security Instrument will constitute a
first lien upon, among other things, the Real Estate and the current and future
improvements (the "Improvements") situated thereon (collectively, the
"Property"); and
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E.
Under the terms of that certain Lease
Agreement (the "Lease"), dated January 12, 2006, Landlord leased to Tenant a
portion of the Real Estate and the Improvements, as more particularly described
in the Lease.
NOW THEREFORE, to confirm the legal effect of the Security Instrument and the
Lease and, in consideration of the covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
AGREEMENTS
1.
SUBORDINATION.
(A)
THE LEASE AND THE LEASEHOLD ESTATE CREATED
BY THE LEASE AND ALL OF TENANT'S RIGHTS UNDER THE LEASE ARE AND AT ALL TIMES
SHALL BE SUBORDINATE TO THE LIEN AND CHARGE OF THE SECURITY INSTRUMENT AND ALL
TERMS AND CONDITIONS CONTAINED THEREIN, AND TO ALL SUBSTITUTIONS, RENEWALS,
MODIFICATIONS AND AMENDMENTS THERETO (INCLUDING, WITHOUT LIMITATION, ANY OF THE
FOREGOING WHICH INCREASE THE INDEBTEDNESS SECURED THEREBY), SUBJECT TO THE TERMS
AND CONDITIONS SET FORTH IN THIS AGREEMENT.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN OR IN THE LEASE, TENANT ACKNOWLEDGES AND AGREES THAT LENDER HAS
A CLAIM SUPERIOR TO TENANT'S CLAIM FOR INSURANCE PROCEEDS, IF