BI AND TANOX WEST
(THE "ASSIGNMENT CONFIRMATION"), THAT THE ASSIGNMENT HAS, OR WILL, BECOME
EFFECTIVE AS OF THE DATE SPECIFIED IN THE ASSIGNMENT CONFIRMATION (THE
"EFFECTIVE DATE").
IN THE EVENT THE ASSIGNMENT CONFIRMATION HAS NOT BEEN
DELIVERED TO LANDLORD ON OR PRIOR TO FEBRUARY 1, 2005, THIS AGREEMENT SHALL
AUTOMATICALLY TERMINATE AND BE OF NO FURTHER FORCE OR EFFECT, UNLESS EXTENDED BY
THE WRITTEN AGREEMENT OF ALL PARTIES HERETO.
IN THE EVENT OF SUCH TERMINATION,
TENANT SHALL PAY ALL OF LANDLORD'S OUT OF POCKET COSTS AND EXPENSES (INCLUDING
ATTORNEYS' AND OTHER CONSULTANTS' FEES) INCURRED IN CONNECTION WITH THE
PREPARATION OF THIS AGREEMENT, NOT TO EXCEED $50,000.
SUBJECT TO THE FOREGOING,
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL OF THE OTHER
TERMS AND PROVISIONS OF THE LEASE SHALL REMAIN IN FULL FORCE AND EFFECT.
IN THE
EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE
PROVISIONS OF THE OTHER DOCUMENTS CONSTITUTING THE LEASE, THIS AGREEMENT SHALL
CONTROL.
THIS AGREEMENT, TOGETHER WITH THE LEASE, CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN LANDLORD, BI AND TANOX WEST PERTAINING TO THE SUBJECT MATTERS
HEREOF, AND SUPERSEDE ALL PRIOR NEGOTIATIONS, UNDERSTANDINGS OR AGREEMENTS
CONCERNING THE SUBJECT MATTERS HEREOF.
NOTWITHSTANDING THE FOREGOING, AS
BETWEEN BI AND TANOX WEST, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS
LIMITING OR MODIFYING THE PROVISIONS OF THE DEFINITIVE AGREEMENT.
19.
ADDRESSES FOR NOTICE.
NOTICES AND OTHER WRITTEN COMMUNICATIONS
UNDER THE LEASE SHALL BE DELIVERED TO THE PARTIES AT THE FOLLOWING ADDRESSES:
To Landlord:
Ivan Gayler and David Winkler
c/o Del Mar Partnership, Inc.
1400 Maiden Lane
Del Mar, CA 92014
Rob Tomlinson and Alton White
c/o Del Mar Partnership, Inc.
1400 Maiden Lane
Del Mar, CA 92014
To BI:
Biogen Idec Inc.
P.O. Box 229008
5200 Research Place
San Diego, CA 92129-9008
To Tanox West:
Tanox West, Inc.
Attn: President
10555 Stella Link
Houston, TX 77025
Tanox, Inc.
Attn: Chief Legal Officer
10555 Stella Link
Houston, TX 77025
20.
FUTURE ASSURANCES.
EACH OF THE PARTIES HERETO WILL CAUSE TO BE
PROMPTLY AND DULY TAKEN, EXECUTED, ACKNOWLEDGED AND DELIVERED ALL SUCH FURTHER
ACTS, DOCUMENTS AND ASSURANCES AS ANY OF THE OTHERS REASONABLY MAY REQUEST FROM
TIME TO TIME IN ORDER TO CARRY OUT MORE EFFECTIVELY THE INTENT AND PURPOSES OF
THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO SUCH FURTHER ESTOPPEL AND/OR
SUBORDINATION AGREEMENTS REASONABLY REQUESTED BY LANDLORD'S LENDER HOLDING AN
ENCUMBRANCE ON THE DEMISED PREMISES.
21.
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED IN ONE OR MORE
COUNTERPARTS, ALL OF WHICH SHALL BE TREATED AS THE SAME COMBINED DOCUMENT.
A
PARTY MAY EVIDENCE ITS EXECUTION AND DELIVERY OF THIS AGREEMENT BY A TELECOPY
FACSIMILE TRANSMISSION OF THE SIGNED AGREEMENT TO ANOTHER PARTY HERETO.
22.
GUARANTY.
CONCURRENTLY HEREWITH, AND AS A CONDITION PRECEDENT TO
LANDLORD'S OBLIGATIONS UNDER THIS AGREEMENT, TANOX AS GUARANTOR IS EXECUTING AND
DELIVERING TO LANDLORD A GUARANTY OF LEASE GUARANTYING, ON THE TERMS SET FORTH
THEREIN, ALL OF THE OBLIGATIONS OF TANOX WEST UNDER THE LEASE.
23.
SNDA.
PRIOR HERETO, LANDLORD, BI AND WASHINGTON CAPITAL