EXHIBIT 10.28
FIRST AMENDMENT TO SUBLEASE AGREEMENT
This First Amendment ("Amendment") is dated for reference purposes April
13, 2001, and amends that certain Sublease Agreement dated March 30,2001 (the
"Sublease") made by and between F5 Networks, Inc., a Washington corporation, as
Sublandlord, and Cell Therapeutics, Inc., a Washington corporation, as
Subtenant. The capitalized terms in this Amendment shall have the meaning given
to those same terms in the Sublease, unless a different meaning has been
provided herein.
NOW, THEREFORE, the parties hereby amend the Sublease as follows:
1. Security Deposit. The Sublease is hereby amended by deleting the second to
the last sentence of Section 7. Sublandlord will apply the balance of the
Subtenant's cash security deposit in the amount of sixty-five thousand eight
hundred sixty-four dollars and seventy-nine cents ($65,864.79) deposited under
the Prior Sublease (as defined in Section 2 of the Sublease) against the Base
Rent due for the first month of the Term.
2. Letter of Credit. The amount of the letter of credit to be posted by
Subtenant pursuant to Section 7 of the Sublease is hereby amended to be six
hundred seventy thousand dollars ($670,000).
3. Use of Subleased Premises. Section 8 of the Sublease is deleted in its
entirety and replaced with the following:
Subtenant may use the Sublease Premises for laboratory uses of the types
generally permitted by institutional landlords of similar buildings of
multi-tenant developments in the Seattle area, provided that Subtenant
shall comply with any special restrictions or precautions imposed by Master
Landlord.
4. Alterations. Section 10 of the Sublease is amended by adding the following
new paragraph at the end of that Section:
Master Landlord may (and is expected to) require Sublandlord to post or
arrange for the posting of a Letter of Credit securing restoration
obligations under the Master Lease if the Subleased Premises are materially
altered from their current improved state and Master Landlord requires that
Sublandlord remove any proposed alterations to be installed by Subtenant
pursuant to the terms of the Master Lease and the Master Landlord's Consent
referenced in Section 14 below (the "Restoration Deposit"). Subtenant shall
post the Restoration Deposit directly with Master Landlord. Sublandlord
shall have no obligation to post the Restoration Deposit.
5. Conditions Precedent. Section 14 of the Sublease is hereby deleted in its
entirety and replaced with the following:
This Sublease is conditioned upon Master Landlord consenting to this
Sublease pursuant to the Landlor's Constent to Subleasing attached to this
Amendment as Exhibit A (the "Master Landlord Consent"). If Master Landlord
has not so consented to this Sublease within thirty (30) days after this
Sublease has been signed by Sublandlord and Subtenant, then either party
may terminate this Sublease by delivering written notice of termination to
the other party.
6. Miscellaneous. In the event of any conflict between the terms of this
Amendment and the Sublease, this Amendment shall control. The parties hereby
ratify and confirm their obligations under the Sublease as amended by this
Amendment. This Amendment, the Sublease, the exhibits attached to the Sublease
and this Amendment, and the Master Lease constitute the entire agreement between
Sublandlord and Subtenant with respect to the Subleased Premises, and may not be
amended or altered except by written agreement executed by both parties. This
Amendment may be executed in one or more counterparts; each signed counterpart
shall be deemed an original and all counterparts together shall constitute a
single, integrated agreement. Facsimile transmission of any signed original
document, and retransmission of any signed facsimile transmission, shall be the
same as delivery of an original. At the request of either party, the parties
will confirm facsimile transmitted signatures by signing an original document.
IN WITNESS WHEREOF, the parties hereto hereby execute this Amendment as of day
and year first above written.
SUBLANDLORD:
F5 Networks, Inc., a Washington
corporation
By:
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Name:
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Title:
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SUBTENANT:
Cell Therapeutics, Inc., a Washington
corporation
By:
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Name:
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Title:
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