By:
Name:
Name:
Title:
Title:
EXHIBIT A
SUBLEASE PREMISES FLOOR PLAN
EXHIBIT B
MASTER LEASE (REDACTED)
EXHIBIT C
FORM OF LETTER OF CREDIT
[BANK NAME/ADDRESS]
IRREVOCABLE STANDBY LETTER OF CREDIT:
#
DATE OF ISSUE:
DATE OF EXPIRY:
PLACE OF EXPIRY: AT OUR COUNTERS IN __________, CALIFORNIA
APPLICANT:
DELTAGEN, INC.
740 BAY ROAD
REDWOOD CITY, CA 94063
BENEFICIARY:
HEARTPORT, INC.
C/O ETHICON, INC.
U.S. ROUTE 22 WEST
SOMERVILLE, NJ 08876
AMOUNT:
USD
(
U.S. DOLLARS)
GENTLEMEN:
WE HEREBY ESTABLISH IN YOUR FAVOR OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.
_______________, FOR THE ACCOUNT OF DELTAGEN, INC., UP TO THE AGGREGATE AMOUNT
OF USD
AVAILABLE BY PAYMENT AGAINST BENEFICIARY'S
DRAFT(S) AT SIGHT DRAWN ON [BANK NAME], [LOCATION] ACCOMPANIED BY THE FOLLOWING
DOCUMENTS:
(A)
ORIGINAL OF THIS CREDIT AND AMENDMENTS, IF ANY, FOR OUR ENDORSEMENT
THEREON OF THE AMOUNT OF SUCH DRAFT.
(B)
BENEFICIARY'S WRITTEN STATEMENT, ON BENEFICIARY'S LETTERHEAD,
MANUALLY SIGNED AND DATED BY BENEFICIARY'S OFFICER OR DULY AUTHORIZED AGENT,
CERTIFYING THAT (I) AN EVENT OF DEFAULT HAS OCCURRED UNDER THE TERMS OF THE
SUBLEASE, DATED JULY 10, 2001, BETWEEN BENEFICIARY, AS SUBLANDLORD, AND
DELTAGEN, INC., AS SUBTENANT, AND HAS NOT BEEN CURED WITHIN THE CURE PERIOD
PROVIDED THEREFOR UNDER THE SUBLEASE, IF ANY, OR (II) BENEFICIARY IS OTHERWISE
ENTITLED TO DRAW ON THIS LETTER OF CREDIT UNDER THE TERMS OF THE SUBLEASE, AND
IN EITHER CASE (III) THE AMOUNT OF THE DRAFT ACCOMPANYING SUCH STATEMENT IS DUE
AND PAYABLE TO BENEFICIARY UNDER THE TERMS OF THE SUBLEASE.
PARTIAL AND MULTIPLE DRAWS ARE PERMITTED. THIS LETTER OF CREDIT IS TRANSFERABLE
TO AND IN ACCORDANCE WITH THE TERMS OF A WRITTEN STATEMENT, EXECUTED BY
BENEFICIARY, SUBSTANTIALLY IN THE FORM OF EXHIBIT 1 ATTACHED HERETO, UPON OUR
RECEIPT OF SUCH STATEMENT.
THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY RENEWED WITHOUT ANY AMENDMENT FOR A
PERIOD OF ONE YEAR FROM THE PRESENT OR EACH FUTURE SUCCESSIVE EXPIRATION DATE
UNLESS AT LEAST THIRTY (30) DAYS PRIOR TO SUCH DATE WE NOTIFY YOU AND APPLICANT
BY OVERNIGHT MAIL OR PERSONAL DELIVERY OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED THAT WE ELECT NOT TO RENEW THIS LETTER OF CREDIT FOR ANY ADDITIONAL
PERIOD, IN WHICH EVENT BENEFICIARY SHALL BE ENTITLED TO DRAW BY SIGHT DRAFT
ALONE THE FULL AMOUNT OF THIS LETTER OF CREDIT.
DOCUMENTS MUST BE SENT TO US VIA OVERNIGHT COURIER OR PERSONAL DELIVERY AT OUR
ADDRESS:
WE HEREBY ENGAGE WITH DRAWERS AND/OR BONA FIDE HOLDERS THAT DRAFTS DRAWN UNDER
AND IN CONFORMANCE WITH THE TERMS AND CONDITIONS OF THIS CREDIT WILL BE DULY
HONORED ON PRESENTATION AT OUR COUNTERS IN
, CALIFORNIA.
DRAFT(S) MUST INDICATE THE NUMBER AND DATE OF THIS CREDIT.
THIS CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY
CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NUMBER
500, AND ENGAGES US IN ACCORDANCE WITH THE TERMS THEREOF.
AUTHORIZED SIGNATURE
Exhibit 1 to Letter of Credit
Date:
To: [Bank Name/Address]
Re: Standby Letter of Credit No.
Issued by [Bank Name]
Letter of Credit Amount: