SUBLEASE



      This sublease (the "Sublease"), dated as of November 1, 2000 for reference

purposes only, is entered into by and between Systemix, Inc., a Delaware

corporation ("Sublandlord") and CV Therapeutics, Inc., a Delaware corporation

("Subtenant") as a sublease under that certain lease dated as of March 18, 1993

(the "Master Lease") by and between Sublandlord, as tenant and Kaiser Marquardt,

Inc., a Delaware corporation ("Master Landlord"), successor-in-interest, as

landlord, to Kaiser Aerospace & Electronics Corporation, a Nevada corporation.



                                    Recitals



      This Sublease is made with reference to the following facts and with the

following intentions:



      A. Pursuant to that certain Lease dated as of May 1, 1961, as subsequently

amended by that certain First Amendment to Lease dated as of April 28, 1977

(collectively, the "Ground Lease"), The Board of Trustee of the Leland Stanford

Junior University (the "Ground Lessor"), leases to Master Landlord certain real

property commonly known by the street address of 1651 page Mill Road, Palo Alto,

California (the "Premises"), including that certain approximately 73,172

rentable square foot building located thereon (the "Building").



      B. Pursuant to the Master Lease, Master Landlord leases the Premises to

Sublandlord. A true, complete and correct copy of the Master Lease, which

includes all exhibits, addenda, and amendments thereto, is attached hereto as

Exhibit "A".



      C. Sublandlord desires to sublease the Premises to Subtenant, and

Subtenant desires to sublease the Premises from Sublandlord, on the terms and

conditions set forth in this Sublease.



      NOW, THEREFORE, for good and valuable consideration, the adequacy of which

is hereby acknowledged, the parties hereto agree as follows:



1. Sublease of Premises: Sublandlord hereby subleases to Subtenant, and

Subtenant subleases from Sublandlord the Premises. The Premises are more

particularly described in the Master Lease.



2. Term:



      A. Term of Sublease: The term of this Sublease (the "Sublease Term") shall

commence on the "Delivery Date" (defined herein) and shall terminate on February

28, 2005 (the "Expiration Date"), unless this Sublease is sooner terminated

pursuant to its terms or the Master Lease is sooner terminated pursuant to its

terms. Subtenant shall have no right or option to extend or renew the Sublease

Term.



      B. Delivery Date: As used herein, the term "Delivery Date" shall mean the

later of (i) the date that Sublandlord delivers to Subtenant possession of the

Premises free and clear of all occupants and substantially in the condition

described in Section 2C hereof, and (ii) the date by which both consents

referenced in Sections 15A and 15B have been obtained and Subtenant has

{PAGE}



delivered the Letter of Credit (as defined in Section 7) to Sublandlord. As used

herein, the term "Rent Commencement Date" shall mean the date that is sixty-one

(61) calendar days after the Delivery Date. Sublandlord shall use reasonable

efforts to so deliver possession of the Premises to Subtenant on October 1,

2000. Notwithstanding anything contained herein, in the event the Delivery Date

does not occur by October 1, 2000, for any reason, Sublandlord shall not be

subject to any liability therefor, nor shall such failure affect the validity of

this Sublease, or the obligations of Subtenant hereunder, or extend the term

hereof. Notwithstanding the foregoing, if the Delivery Date does not occur by

December 31, 2000, Subtenant shall have the right to terminate this Sublease by

written notice given to Sublandlord at any time thereafter until the occurrence

of the Delivery Date, in which case Sublandlord promptly shall return to

Subtenant the Letter of Credit, as defined below, deposited by Subtenant with

Sublandlord upon Subtenant's execution of this Sublease and all prepaid rent

paid by Subtenant to Sublandlord.



      C. Condition on Delivery: Sublandlord shall deliver possession of the

Premises to Subtenant in the condition existing as of the latest of the dates of

execution of this Sublease by Sublandlord and Subtenant, free and clear of all

occupants and with all existing built-in laboratory casework, built-in cold

rooms, built-in vented fume hoods and dishwashing equipment left in place;

provided, however, that Sublandlord shall furnish items as listed on the

attached Exhibit "B", Equipment Inventory Schedule and Bill of Sale, for such

additional consideration as is provided therein, whereupon the parties shall

promptly execute the Bill of Sale. Except for the items identified in the

preceding sentence, including the equipment identified on Exhibit B, Sublandlord

shall have the right to remove prior to the Delivery Date any equipment,

furnishings or furniture installed in the Premises. Notwithstanding anything to

the contrary contained in this Sublease, on the Delivery Date the heating,

ventilating and air conditioning ("HVAC") system, and the electrical, plumbing,

sewer, life safety and, if applicable, security systems serving the Premises

(collectively, "Building Systems"), excluding the specialized systems and

equipment serving the basement of the Building (also known as the "Good

Manufacturing Practices Systems"), shall be in good working order and repair.

If, during the first sixty (60) days after the Delivery Date, any Building

System is not in the condition required by the foregoing sentence and Subtenant

shall notify Sublandlord of the need for repair within such sixty (60)-day

period, then the repair shall be arranged by Subtenant at Sublandlord's

reasonable expense.



      D. Surrender Upon Expiration of Term or Earlier Termination of Sublease:

Subtenant hereby agrees for the benefit of Sublandlord to perform all of

Sublandlord's obligations under the Master Lease to remove any alterations or

improvements and restore the Premises, as required by the Master Lease at the

expiration of the Sublease Term or earlier termination of the Sublease, whether

such alterations or improvements were installed by Sublandlord or Subtenant. So

long as Subtenant is not in Breach under this Sublease, and in the event

Subtenant enters into a Direct Lease with Master Landlord pursuant to Section

15B of this Sublease, Subtenant's obligations to remove, repair or restore such

alterations and improvements shall be excused, but only to the extent Master

Landlord agrees to excuse Sublandlord from its obligations to remove, repair or

restore such alterations or improvements.



3. Rent:





                                                                             -2-

{PAGE}



      A. Base Monthly Rent: Commencing on the Rent Commencement Date and

continuing thereafter for the remainder of the Sublease Term, Subtenant shall

pay to Sublandlord a monthly rent (the "Base Monthly Rent") in accordance with

the following:



            (1) For the period commencing on the Rent Commencement Date and

continuing until September 30, 2001, the Base Monthly Rent shall be Five Hundred

Twelve Thousand Two Hundred Four Dollars ($512,204).



            (2) For the period commencing October 1, 2001 and continuing until

September 30, 2002, the Base Monthly Rent shall be Five Hundred Thirty Thousand

Four Hundred Ninety-Seven Dollars ($530,497).



            (3) For the period commencing on October 1, 2002 and continuing

until September 30, 2003, the Base Monthly Rent shall be Five Hundred

Forty-Eight Thousand Seven Hundred Ninety Dollars ($548,790).



            (4) For the period commencing on October 1, 2003 and continuing

until September 30, 2004, the Base Monthly Rent shall be Five Hundred

Sixty-Seven Thousand Eight Hundred Fourteen and 72/100ths Dollars ($567,814.72).



            (5) For the period commencing on October 1, 2004 and continuing

until February 28, 2005, the Base Monthly Rent shall be Five Hundred

Eighty-Seven Thousand Five Hundred Seventy-One and 16/100ths Dollars

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC