THIRD AMENDMENT TO SUB-SUBLEASE
Exhibit 10.7
THIRD AMENDMENT TO SUB-SUBLEASE
THIS THIRD AMENDMENT TO SUB-SUBLEASE (this "Third Amendment ") is made and entered into effective as of July 15, 2021 (the "Effective Date"), by and between VERILY LIFE SCIENCES LLC, a Delaware limited liability company ("Sub-Sublandlord"), and CORTEXYME, INC., a Delaware corporation ("Sub-Subtenant").
R E C I T A L S:
A Sub-Sublandlord and Sub-Subtenant are parties to that certain Sub-Sublease dated as of June 18, 2018 (the "Original Sub-Sublease"), as amended by that certain Amendment 1 to Sub- Sublease, dated as of April 2, 2019 (the "First Amendment"), and that certain Second Amendment to Sub-Sublease, dated as of May 26, 2020 (the “Second Amendment”), pursuant to which Sub-- Sublandlord is currently sub-subleasing to Sub-Subtenant, and Sub-Subtenant is currently sub-- subleasing from Sub-Sublandlord, certain space (the "Existing Sub-Subleased Premises") containing approximately 4,911 rentable square feet located on the third (3rd) floor of that certain building addressed as ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (the "Building"). The Original Sub-Sublease, as amended by the First Amendment and Second Amendment is referred to herein as the "Sub- Sublease".
B. Sub-Sublandlord and Sub-Subtenant now desire to amend the Sub-Sublease: (i) to expand the Existing Sub-Subleased Premises to include that certain space (the "Expansion Space") commonly known as conference room 361 containing approximately 221 rentable square feet located on the third (3rd) floor of the Building, as depicted on Exhibit A attached hereto; and (ii) to modify various terms and provisions of the Sub-Sublease, all as hereinafter provided.
AGREEMENT:
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Capitalized Terms. All capitalized terms when used herein shall have the same meanings given to such terms in the Sub-Sublease unless expressly superseded by the terms of this Third Amendment.
2. Expansion Space.
2.1 Addition of Expansion Space. Commencing on the Expansion Commencement Date (as defined below), the Existing Sub-Subleased Premises shall be expanded to include the Expansion Space, which Expansion Space shall be sub-subleased on the same terms and conditions set forth in the Sub-Sublease, as hereby amended. From and after the Expansion Commencement Date, the Existing Sub-Subleased Premises and the Expansion Space shall be collectively referred to as the "Sub-Subleased Premises" and shall contain a total of approximately 5,693 rentable square feet.
2.2 Extended Term. The extended lease term for the Sub-Subleased Premises shall commence on July 16, 2021 (the "Expansion Commencement Date") and shall expire on July 15, 2022 (the “Expiration Date”).
2.3 Option Term. Sub-Subtenant shall have the option to renew the Sub-Sublease for an additional twelve (12) months following the Expiration Date at the Monthly Base Rent listed in Section 3 below (the “Extension Option”), provided that Sub-Subtenant shall provide Sub-Sublandlord at least thirty (30) days advance written notice of Sub-Subtenant’s intent to exercise such Extension Option and, provided further, that Sub-Subtenant is not in default under this Sub-Sublease and has not previously been in default under this Sub-Sublease beyond applicable notice and cure periods more than once. The right contained in this Section 2.3 shall be personal to the Sub-Subtenant and may only be exercised by the Sub- Subtenant (and not any assignee, sublessee or other transferee of Sub-Subtenant’s interest in this Sub- Sublease).
3. Monthly Base Rent. Starting as of the Expansion Commencement Date and continuing until the Expiration Date, Sub-Subtenant shall pay installments of monthly Base Rent to Sub-Sublandlord as set forth in the following schedule:
Period During |
|
|
Sub-Sublease Term |
|
Monthly Base Rent |
|
|
|
July 16, 2021- |
|
$52,611.00 |
July 15, 2022 |
|
|
|
|
|
July 16, 2022- |
|
$54,189.00 |
July 15, 2023 |
|
|
4. Security Deposit. Concurrent with the execution of this Third Amendment, Sub-Subtenant shall deposit with Sub-Sublandlord the amount of $105,222 (the “Security Deposit”), as security for the faithful performance by Sub-Subtenant of all of its obligations under this Sub-Sublease. If Sub-Subtenant defaults with respect to any provisions of this Sub-Sublease, including, but not limited to, the provisions relating to the payment of rent, the removal of property and the repair of resultant damage, Sub-Sublandlord may, without notice to Sub-Subtenant, but shall not be required to, apply all or any part of the Security Deposit for the payment of any rent or any other sum in default and Sub-Subtenant shall, upon demand therefor, restore the Security Deposit to its original amount. Any unapplied portion of the Security Deposit shall be returned to Sub-Subtenant or, at Sub-Sublandord’s option, to the last assignee of Sub-Subtenant’s interest hereunder, within sixty (60) days following the expiration of the Term. Sub-Subtenant shall not be entitled to any interest on the Security Deposit and Sub-Sublandlord shall have the right to commingle the Security Deposit with Sub-Sublandloard’s other funds. Sub-Subtenant hereby waives the provisions of Section 1950.7 of the California Civil Code and all other provisions of law, now or hereafter in effect, which (i) establish the time frame by which a landlord must refund a security deposit under a lease, and/or (ii) provide that a landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damages caused by a tenant or to clean the premises, it being agreed that Sub-Sublandlord may, in addition, claim those sums specified in this Section 4 above and/or those sums reasonably necessary to compensate Sub-Sublandlord for any loss or damage caused by Sub-Subtenant’s default of this Sub-Sublease, including, but not limited to, all damages or rent due upon termination of this Sub-Sublease pursuant to Section 1951.2 of California Civil Code.
5. Sub-Subtenant's Share. For avoidance of doubt, Sub-Subtenant shall not be obligated to pay Sub-Subtenant's Share of the charges for "Operating Expenses," as defined in Section 5 of the Master Lease Agreement, and "Taxes," as defined in Section 9 of the Master Lease Agreement, with respect to the Expansion Space, except as otherwise set forth in the Sub-Sublease, as hereby amended .
6. Condition of Premises. Sub-Subtenant (a) shall continue to accept and occupy the Existing Sub-Subleased Premises and the Building, in their current "AS IS" condition as of the Effective Date, and (b) shall accept the Expansion Space broom clean and free and clear of trash and debris, and free and clear of Sub-Sublandlord's personal property, except for any items of furniture or other personal property listed on Exhibit B attached hereto and made a part hereof, and otherwise in its then current "AS-IS'' condition, in each instance, without any agreements, representations, understandings or obligations on the part of Sub- Sublandlord to perform or pay for any alterations, repairs or improvements to the Existing Sub-Subleased Premises or the Expansion Space, except as otherwise expressly set forth in the Sub-Sublease, as hereby amended.
7. California Civil Code Section 1938 Statement. For purposes of Section 1938(a) of the California Civil Code, Sub-Sublandlord hereby discloses to Sub-Subtenant, and Sub-Subtenant hereby acknowledges, that the Expansion Space have not undergone inspection by a Certified Access Specialist (CASp) to the actual knowledge of Sub-Sublandlord. In addition, the following notice is hereby provided as required by Section 1938(e) of the California Civil Code: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." In furtherance of and in connection with such notice: (i) Sub- Subtenant, having read such notice and understanding Sub- Subtenant's right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and forever waives its rights to obtain a CASp inspection with respect to the Expansion Space, the Existing Sub-Subleased Premises, the Building and/or the Project to the extent permitted by applicable laws now or hereafter in effect; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to applicable laws now or hereafter in effect, then Sub- Sublandlord and Sub-Subtenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of the foregoing notice): (A) Sub-Subtenant shall have, subject to the prior written approval of the Master Landlord, the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a written notice delivered by Sub- Subtenant to Sub-Sublandlord within thirty (30) days after the Effective Date; (B) any CASp inspection timely requested by Sub-Subtenant and approved by the Master Landlord shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days' prior written notice to Sub-Sublandlord of the date of such CASp inspection, (3) in a professional manner by a CASp designated by Sub-Sublandlord and without any testing that would damage the Expansion Space, the Existing Sub-Subleased Premises, the Building or the Project in any way, (4) in accordance with all of the provisions of the this Sub-Sublease and the Master Lease applicable to Sub-Subtenant contracts for construction, and (5) at Sub-Sub tenant's sole cost and expense, including, without limitation, Sub-Subtenant's payment of the fee for such CASp inspection, the fee for any reports and/or certificates prepared by the CASp in connection with such CASp inspection (collectively, the "CASp Reports") and all other costs and expenses in connection therewith; (C) Sub-Sublandlord (and the Master Landlord, at its request) shall be an express third party beneficiary of Sub-Subtenant's contract with the CASp, and any CASp Reports shall be addressed to both Sub-Sublandlord and Sub-Subtenant (and to the Master Landlord, at its request); (D) Sub-Subtenant shall deliver a copy of any CASp Reports to Sub-Sublandlord within two (2) business days after Sub-Subtenant's receipt thereof; (E) any information generated by the CASp inspection and/or contained in the CASp Reports shall not be disclosed by Sub-Subtenant to anyone other than (I) contractors, subcontractors, attorneys and/or consultants of Sub-Subtenant, in each instance who have a need to know such information and who agree in writing not to further disclose such information, or (II) any governmental entity, agency or other person, in each instance
to whom disclosure is required by law or by regulatory or judicial process; (F) Sub-Subtenant, at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to or within the Sub-Subleased Premises to correct violations of construction-related accessibility standards, including, without limitation, any violations disclosed by such CASp inspection; and (G) if such CASp inspection identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of construction- rePlaagteed3 aocf 8cessibility standards relating to those items of the Building and/or the Project located outside the Sub-Subleased Premises then, at the Master Landlord's election, either Sub-Subtenant or the Master Landlord shall perform such improvements, alterations, modifications and/or repairs as and to the extent required by applicable laws to correct such violations, in either instance at Sub-Subtenant's sole cost and expense.
8. Brokers. Sub-Sublandlord and Sub-Subtenant each hereby represents and warrants to the other that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Third Amendment, and that it knows of no real estate broker or agent who is entitled to a commission in connection with this Third Amendment. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including, without limitation, reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any breach of the foregoing representation and warranty by the indemnifying party in connection with this Third Amendment.
9. Authority. Sub-Subtenant represents and warrants to Sub-Sublandlord that (i) the person or persons executing this Third Amendment for Sub-Subtenant are fully authorized to so act and no other action is required to bind Sub-Subtenant to this Third Amendment; and (ii) Sub- Subtenant has the right and power to execute and deliver this Third Amendment and to perform its obligations hereunder, subject only to the consent of Master Landlord and Sublandlord.
10. Counterparts. This Third Amendment may be executed in any number of counterparts, which may be delivered electronically via facsimile or by other means. Each party may rely upon signatures delivered electronically or via facsimile as if such signatures were originals. Each counterpart of this Third Amendment shall be deemed to be an original, and all such counterparts (including those delivered electronically or via facsimile), when taken together, shall be deemed to constitute one and the same instrument.
11. No Further Modification. Except as set forth in this Third Amendment, all of the terms and provisions of the Sub-Sublease are hereby ratified and confirmed and shall remain unmodified and in full force and effect. In the event of any conflict between the terms and conditions of the Sub- Sublease and the terms and conditions of this Third Amendment, the terms and conditions of this Third Amendment shall prevail.
[SIGNATURES CONTAINED ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have caused this Third Amendment to be duly executed by their duly authorized representatives as of the date first above written.
"SUB-SUBLANDLORD": |
|
"SUB-SUBTENANT": |
||||
VERILY LIFE SCIENCES LLC, |
|
|||||
a Delaware limited liability company |
|
a Delaware corporation |
||||
|
|
|
|
|
|
|
By: |
|
/s/ ▇▇▇▇ ▇▇▇▇▇▇ |
|
By: |
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇ |
Name: |
|
▇▇▇▇ ▇▇▇▇▇▇ |
|
Name: |
|
▇▇▇▇▇ ▇▇▇▇▇ |
Title: |
|
Chief Executive Officer |
|
Title: |
|
CEO |
EXHIBIT A
EXPANSION SPACE
EXHIBIT B
FF&E FOR
CONFERENCE ROOM 361
EXPANSION SPACE