Exhibit 10.4
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R §§ 200.80(b)4, AND 240.24b-2
EXECUTION COPY
SECOND AMENDMENT TO LEASE AGREEMENT
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this "Amendment") is entered into as
of this 30th day of March, 2010 (the "Effective Date"), by and between BMR-2282
FARADAY AVENUE LLC, a Delaware limited liability company ("Landlord"), and ISIS
PHARMACEUTICALS, INC., a Delaware corporation ("Tenant").
RECITALS
A.
WHEREAS, LANDLORD AND TENANT ENTERED INTO THAT CERTAIN LEASE DATED
AS OF SEPTEMBER 19, 2005, AS AMENDED BY THAT CERTAIN FIRST AMENDMENT TO LEASE
AGREEMENT DATED AS OF MAY 8, 2007 (SUCH LEASE, AS SO AMENDED, THE "LEASE"),
WHEREBY TENANT LEASES FROM LANDLORD CERTAIN PREMISES LOCATED AT 2282 FARADAY
AVENUE IN CARLSBAD, CALIFORNIA, AS MORE PARTICULARLY DESCRIBED IN THE LEASE
((THE "PREMISES").
B.
WHEREAS, LANDLORD AND TENANT DESIRE TO EXTEND THE LEASE TERM AND
PROVIDE TENANT WITH CERTAIN PURCHASE OPTIONS WITH RESPECT TO THE PREMISES, ALL
AS MORE PARTICULARLY DESCRIBED HEREIN; AND
C.
WHEREAS, LANDLORD AND TENANT DESIRE TO MODIFY AND AMEND THE LEASE
ONLY IN THE RESPECTS AND ON THE CONDITIONS HEREINAFTER STATED.
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:
1.
DEFINITIONS. FOR PURPOSES OF THIS AMENDMENT, CAPITALIZED TERMS
SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE LEASE UNLESS OTHERWISE DEFINED
HEREIN.
2.
LEASE TERM EXTENSION. SECTION 2.1 OF THE LEASE IS HEREBY REPLACED
IN ITS ENTIRETY WITH THE FOLLOWING:
"Lease Term.
The term of this Lease shall commence on September 19, 2005 (the
"Commencement Date") and end on December 31, 2031 (the "Lease Term"), subject to
earlier termination of this Lease as provided herein; provided, however, that
Tenant shall have four (4) options to extend the Lease Term, as further
described in Article 36."
3.
TENANT'S PURCHASE OPTION. ARTICLE 24 OF THE LEASE IS HEREBY
AMENDED BY ADDING THE FOLLOWING
SECTION 24.3:
"24.3
Purchase Option.
24.3.1
TENANT IS HEREBY GRANTED SEVEN SEPARATE OPTIONS TO PURCHASE THE
PREMISES FROM LANDLORD ON THE DATES SET FORTH IN SECTION 24.2.1 OF THAT CERTAIN
LEASE AGREEMENT DATED AS OF MARCH 30, 2010 BY AND BETWEEN BMR-GAZELLE COURT LLC,
AS LANDLORD AND TENANT, AS TENANT (THE "GAZELLE COURT LEASE") ON WHICH TENANT
UNDER SUCH GAZELLE COURT LEASE CAN EXERCISE THE PURCHASE OPTIONS (AS DEFINED IN
THE GAZELLE COURT LEASE) PURSUANT TO THE TERMS OF SECTION 24.2.1 OF THE GAZELLE
COURT LEASE (EACH A "FARADAY PURCHASE OPTION").
THE DAY ON WHICH EACH FARADAY
PURCHASE OPTION SHALL CLOSE SHALL BE THE DATE ON WHICH THE EQUIVALENT PURCHASE
OPTION UNDER THE GAZELLE COURT LEASE IS REQUIRED TO CLOSE.
EACH SUCH DATE SHALL
BE REFERRED TO HEREIN AS THE "FARADAY PURCHASE OPTION CLOSING DATE" FOR EACH
APPLICABLE FARADAY PURCHASE OPTION. TENANT'S EXERCISE OF A FARADAY PURCHASE
OPTION SHALL BE SUBJECT TO AND IN ACCORDANCE WITH THE TERMS OF THIS
SECTION 24.3.
FOR PURPOSES OF CLARITY, THE EXERCISE OR EXPIRATION