corporation, General Partner
By:
Jonathan M. Bergschneider
Senior Vice President
Date: July 18, 2007
Subtenant:
Sublandlord:
MENDEL BIOTECHNOLOGY, INC., a California corporation
ARADIGM
CORPORATION, a California corporation
By:
By:
Name:
Name:
Title:
Title:
Date: July 18, 2007
Date: July 18, 2007
17
EXHIBIT G
SUBTENANT'S LETTER OF CREDIT
18
BENEFICIARY:
ARADIGM CORPORATION
3929 POINT EDEN WAY
HAYWARD, CA 94545
ATTN: CHIEF FINANCIAL OFFICER
AS "SUBLANDLORD"
APPLICANT:
MENDEL BIOTECHNOLOGY, INC.
21375 CABOT BOULEVARD
HAYWARD, CALIFORNIA 94545
ATTN: CHIEF FINANCIAL OFFICER
SUBTENANT"
AMOUNT: US$150,000.00 (ONE HUNDRED FIFTY THOUSAND AND NO/100 US
DOLLARS)
EXPIRATION DATE: JULY 18, 2008
LOCATION: SANTA CLARA, CALIFORNIA
LADIES AND GENTLEMEN:
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF004751 IN
YOUR FAVOR. THIS LETTER OF CREDIT IS AVAILABLE BY SIGHT PAYMENT WITH OURSELVES
ONLY AGAINST PRESENTATION AT THE BANK'S OFFICE (AS DEFINED BELOW) OF THE
FOLLOWING DOCUMENTS:
1.
THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENT (S), IF ANY.
2.
YOUR SIGHT DRAFT, IN WHOLE OR IN PART DRAWN ON US IN THE FORM ATTACHED
HERETO AS EXHIBIT "A".
3.
A DATED STATEMENT PURPORTEDLY SIGNED BY AN
AUTHORIZED REPRESENTATIVE OF THE BENEFICIARY, FOLLOWED BY HIS/HER PRINTED NAME
AND DESIGNATED TITLE, STATING ANY OF THE FOLLOWING WITH INSTRUCTIONS IN BRACKETS
THEREIN COMPLIED WITH:
(A.) "MENDEL BIOTECHNOLOGY, INC. AS SUBTENANT UNDER THAT CERTAIN SUBLEASE
AGREEMENT DATED AS OF JULY 11, 2007 BY AND BETWEEN SUBTENANT, AND BENEFICIARY,
AS SUBLANDLORD HAS EXERCISED ITS
19
TERMINATION OPTION AS PROVIDED THEREIN AND THE TERMINATION FEE IS NOW DUE AND
PAYABLE TO SUBLANDORD"
OR
(B.) "BENEFICIARY HAS RECEIVED A NOTICE FROM SILICON VALLEY BANK THAT ITS
IRREVOCABLE LETTER OF CREDIT NUMBER SVBSF004751 WILL NOT BE EXTENDED AND
APPLICANT HAS FAILED TO PROVIDE A REPLACEMENT LETTER OF CREDIT SATISFACTORY TO
BENEFICIARY WITHIN THIRTY (30) DAYS PRIOR TO THE CURRENT EXPIRATION DATE."
THE SUBLEASE MENTIONED ABOVE IS FOR IDENTIFICATION PURPOSES ONLY AND IS NOT
INTENDED THAT SAID SUBLEASE BE INCORPORATED HEREIN OR FORM PART OF THIS LETTER
OF CREDIT.
PARTIAL AND MULTIPLE DRAWINGS ARE ALLOWED.
THIS LETTER OF CREDIT MUST ACCOMPANY ANY DRAWINGS HEREUNDER FOR ENDORSEMENT
OF THE DRAWING AMOUNT AND WILL BE RETURNED TO BENEFICIARY UNLESS IT IS FULLY
UTILIZED.
THIS LETTER OF CREDIT SHALL BE DEEMED AUTOMATICALLY EXTENDED WITHOUT AN
AMENDMENT FOR THREE (3) ADDITIONAL CONSECUTIVE PERIODS OF ONE YEAR EACH
AND A FOURTH CONSECUTIVE PERIOD EXPIRING JANUARY 3, 2012 WHICH SHALL BE THE
FINAL EXPIRATION DATE OF THIS LETTER OF CREDIT, BEGINNING ON THE PRESENT
EXPIRATION DATE HEREOF JULY 18, 2008 UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO
THE THEN CURRENT EXPIRATION DATE WE NOTIFY YOU BY REGISTERED MAIL/OVERNIGHT
COURIER SERVICE AT THE ABOVE ADDRESS (OR SUCH OTHER ADDRESS AS BENEFICIARY MAY
FROM TIME TO TIME DESIGNATE IN A NOTICE DELIVERED TO SILICON VALLEY BANK AT THE
BANK'S OFFICE) THAT THIS LETTER OF CREDIT WILL NOT BE EXTENDED BEYOND THE
THEN-CURRENT EXPIRATION DATE.
THE DATE THIS LETTER OF CREDIT EXPIRES IN ACCORDANCE WITH THE ABOVE
PROVISION IS THE "FINAL EXPIRATION DATE". UPON THE OCCURRENCE OF