& WATKINS LLP
Attn: Robert Frances, Esq.
600 West Broadway, 18th Floor
San Diego, California 92101-3375
THE AREA ABOVE IS RESERVED FOR RECORDER'S USE
MEMORANDUM OF LEASE
This Memorandum of Lease ("Memorandum") is made and entered into as of March 30,
2010, by and between BMR-2282 FARADAY AVENUE LLC, a Delaware limited liability
company ("Landlord"), and ISIS PHARMACEUTICALS, INC., a Delaware corporation
("Tenant"), in connection with that certain real property located in Carlsbad,
California, and more particularly described on Exhibit "A" attached hereto and
incorporated herein by reference (together with any improvements now or
hereafter constructed thereon, the "Premises").
1.
Lease.
Pursuant to the terms and provisions of that certain
unrecorded Lease by and between Landlord and Tenant, dated September 19, 2005,
as amended on May 8, 2007 and March 30, 2010 (the "Lease"), Tenant leased the
Premises from Landlord. Capitalized terms used herein but not otherwise defined
shall have the meanings ascribed thereto in the Lease.
2.
Lease Term.
The term of the Lease shall commence on
September 19, 2005 and end on December 31, 2031, subject to earlier termination
of the Lease as provided therein; provided, however, that Tenant shall have four
(4) options to extend the Lease term, as further described in Article 36 of the
Lease.
3.
Purchase Option. The Lease grants Tenant the option to purchase
the Premises from Landlord at the end of certain Lease Years:, subject to and in
accordance with Section 24.3 of the Lease.
4.
RIGHT OF FIRST NEGOTIATION.
THE LEASE GRANTS TENANT THE RIGHT OF
FIRST NEGOTIATION WITH RESPECT TO ANY SALE OF THE PREMISES BY LANDLORD TO A
THIRD PARTY, SUBJECT TO AND IN ACCORDANCE WITH SECTION 24.2 OF THE LEASE.
5.
NO EFFECT ON LEASE. THE PARTIES HAVE PREPARED, SIGNED, AND
ACKNOWLEDGED THIS MEMORANDUM SOLELY FOR RECORDING PURPOSES. THIS MEMORANDUM DOES
NOT MODIFY, INCREASE, DECREASE, OR IN ANY OTHER WAY AFFECT ANY PARTY'S RIGHTS,
DUTIES, OR OBLIGATIONS UNDER THE LEASE. LANDLORD AND TENANT EACH HAS RIGHTS,
DUTIES, AND OBLIGATIONS (AND CONDITIONS TO ITS RIGHTS) UNDER THE LEASE BUT NOT
STATED IN THIS MEMORANDUM. IF THE PROVISIONS OF THE LEASE AND THE PROVISIONS OF
THIS MEMORANDUM CONFLICT, THEN THE PROVISIONS OF THE LEASE SHALL GOVERN. NOTHING
IN THIS MEMORANDUM CONSTITUTES ANY REPRESENTATION OR WARRANTY BY EITHER PARTY.
TO THE EXTENT, IF ANY, THAT THE LEASE LIMITS THE LIABILITY OF EITHER LANDLORD OR
TENANT, SUCH LIMITATION ALSO APPLIES TO ANY SUCH LIABILITY UNDER THIS
MEMORANDUM.
6.
SUCCESSORS AND ASSIGNS. THE LEASE AND THIS MEMORANDUM SHALL BIND
AND BENEFIT THE PARTIES HERETO AND THEIR SUCCESSORS AND ASSIGNS.
7.
TERMINATION. THIS MEMORANDUM SHALL AUTOMATICALLY TERMINATE AND BE
OF NO FORCE OR EFFECT UPON ANY TERMINATION OF THE LEASE. WITHIN FIFTEEN (15)
DAYS FOLLOWING SUCH TERMINATION, TENANT WILL PROVIDE TO LANDLORD AN EXECUTED AND
ACKNOWLEDGED QUITCLAIM DEED, RELEASING AND QUITCLAIMING ALL RIGHT, TITLE AND
INTEREST IN AND TO THE PROPERTY, SPECIFICALLY INCLUDING ANY INTEREST PURSUANT TO
THE LEASE.
8.
Counterparts.
This Memorandum may be executed in any number of
counterparts, each of