Exhibit 10.3
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R §§ 200.80(b)4, AND 240.24b-2
Execution Copy
LEASE AGREEMENT
THIS LEASE is entered into on March 30, 2010 (the "Effective Date"), by and
between BMR-GAZELLE COURT LLC, a Delaware limited liability company (the
"Landlord"), and ISIS PHARMACEUTICALS, INC., a Delaware corporation (the
"Tenant").
Landlord and Tenant are sometimes hereinafter referred to
collectively as the "parties."
RECITALS
WHEREAS, Landlord owns that certain real property located within the Carlsbad
Oaks North Business Park in Carlsbad, California more particularly described in
Exhibit 'A' attached hereto (the "Land");
WHEREAS, Landlord intends to construct an approximately 176,000 square foot
office, research and development facility on the Land substantially consistent
with the Approved Plans (the "Building") and pursuant to the terms and
conditions of this Lease;
WHEREAS, Landlord desires to lease the Land, as so improved, to Tenant pursuant
to the terms and conditions of this Lease; and
WHEREAS, Tenant desires to lease the Land and such improvements from Landlord.
AGREEMENT
NOW, THEREFORE, Landlord and Tenant, in consideration of the mutual promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
agree as follows:
ARTICLE 1
DESCRIPTION OF PREMISES; CONSTRUCTION OF IMPROVEMENTS
1.1
Lease of Premises.
Effective as of the Term Commencement Date,
Landlord hereby leases to Tenant and Tenant leases from Landlord, pursuant to
the terms, conditions and uses herein set forth, (a) the Land, and (b) any and
all improvements owned by Landlord and now or hereafter located on the Land,
including but not limited to the Building (collectively, the "Improvements").
The Land and the Improvements are hereinafter collectively referred to as the
"Premises."
1.2
Landlord's Construction Work.
1.2.1
ENTITLEMENTS.
LANDLORD SHALL DILIGENTLY PURSUE THE
PROCUREMENT OF ALL PERMITS, APPROVALS, AND ENTITLEMENTS NECESSARY FOR THE
CONSTRUCTION OF LANDLORD'S CONSTRUCTION WORK ON THE LAND (COLLECTIVELY, THE
"ENTITLEMENTS").
1.2.2
LANDLORD'S CONSTRUCTION WORK.
PROMPTLY FOLLOWING THE DATE ON WHICH
THE ENTITLEMENTS NECESSARY FOR THE CONSTRUCTION OF THE SHELL AND CORE, OR TENANT
IMPROVEMENTS, AS APPLICABLE, HAVE BEEN RECEIVED AND ARE NO LONGER SUBJECT TO ANY
POTENTIAL APPEAL OR CHALLENGE AND THE APPROVED PLANS EXIST, OR ON SUCH EARLIER
DATE AS LANDLORD MAY ELECT IN ITS DISCRETION, LANDLORD SHALL CAUSE THE GENERAL
CONTRACTOR TO COMMENCE AND DILIGENTLY PROSECUTE THE CONSTRUCTION OF (I) THE
SHELL AND CORE OF THE BUILDING TO COMPLETION PURSUANT TO THE APPROVED SHELL AND
CORE PLANS (THE "SHELL AND CORE"), AND (II) THE TENANT IMPROVEMENTS IN THE
BUILDING PURSUANT TO THE APPROVED TI PLANS (THE "TENANT IMPROVEMENTS"), IN EACH
CASE IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THE WORK LETTER
ATTACHED HERETO AS EXHIBIT 'B' (THE "WORK LETTER"), SUBJECT ONLY TO SHELL AND
CORE PERMITTED CHANGES, TI PERMITTED CHANGES AND ANY OTHER CHANGES AUTHORIZED
PURSUANT TO THE WORK LETTER (ALL SUCH CONSTRUCTION, THE "LANDLORD'S CONSTRUCTION
WORK"); PROVIDED, LANDLORD WILL NOT BE REQUIRED TO START THE FINE GRADING BEFORE
THE NECESSARY ENTITLEMENTS FOR THE SHELL AND CORE HAVE BEEN RECEIVED