First Amendment to Lease by and between Graphite Bio, Inc. and Bayside Area Development, LLC, dated October 26, 2023
Exhibit 10.2
FIRST AMENDMENT TO LEASE
This First Amendment to Lease (this "Amendment") is entered into as of the 26th day of October, 2023 (the “Amendment Effective Date”), by and between BAYSIDE AREA DEVELOPMENT, LLC, a Delaware limited liability company (" XE "Landlord" Landlord"), and GRAPHITE BIO, INC., a Delaware corporation (" XE "Tenant" Tenant").
r e c i t a l s :
a g r e e m e n t :
NOW, THEREFORE, in consideration of the foregoing recitals and the conditions and the covenants hereinafter contained, and for other consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the day and year first above written.
LANDLORD:
BAYSIDE AREA DEVELOPMENT, LLC, By: Name: Its:
| TENANT:
GRAPHITE BIO, INC., By: Name: Its:
|
EXHIBIT A
FORM OF BILL OF SALE
BILL OF SALE
This Bill of Sale ("Agreement") is made and entered into as of October 26, 2023, from GRAPHITE BIO, INC., a Delaware corporation (" XE "Tenant" Owner"), to BAYSIDE AREA DEVELOPMENT, LLC, a Delaware limited liability company (" XE "Landlord" Buyer").
RECITALS
A. Concurrent with, the consummation of this Agreement, Owner and Buyer shall execute that certain First Amendment to Lease (the “Lease Amendment”) by and between Owner, as tenant, and Buyer, as landlord, with respect to that certain premises (the "Premises") more particularly described in that certain Lease (the "Lease") dated December 16, 2021, in the building located at 233 E Grand Avenue, South San Francisco 94080 (the “Building”); and
B. Owner is the owner of various furniture, fixtures, equipment and cabling which is currently located in the Premises (as set forth on Schedule 1 attached hereto, the "Tenant’s FF&E").
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, Owner and Buyer agree as follows:
TERMS AND CONDITIONS
1. Consideration. As consideration for the sale of the Tenant’s FF&E by Owner to Buyer, Buyer hereby agrees to pay to Owner the amount of One and 00/100 Dollar ($1.00) (the "Purchase Price").
2. Transfer and Assignment. Subject to the terms and provisions contained herein (including the contingencies set forth in Paragraph 10 hereof), as of the date of this Agreement, Owner transfers and conveys to Buyer all of its right, title and interest in and to the Tenant’s FF&E, free and clear of all liens, encumbrances and security interests created by Owner, but subject to the rights of Subtenant under the Soleil Sublease (as defined in the Lease Amendment). Buyer accepts the transfer and conveyance of the right, title and interest of Owner in and to the Tenant’s FF&E subject to the provisions contained herein. Buyer accepts the Tenant’s FF&E in its currently existing "as-is" condition.
3. Inspection of the Tenant’s FF&E. Buyer has inspected the Tenant’s FF&E and determined that it is acceptable to Buyer. Owner has not made, and shall not be bound by, any statements, agreement, or representations regarding the Tenant’s FF&E not specifically set forth herein.
4. NO WARRANTY FOR MERCHANTABILITY AND FITNESS. BUYER AGREES THAT OWNER MAKES NO WARRANTIES, EXPRESSED OR IMPLIED AND ALL WARRANTIES OF ANY KIND, INCLUDING ANY EXPRESSED OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE OR CONDITION OF SAME, ARE HEREBY EXCLUDED BOTH AS TO THE TENANT’S FF&E AND AS TO MAINTENANCE OR REPAIR WORK PERFORMED BY OWNER, IF ANY, ON THE TENANT’S FF&E. BUYER HEREBY ACCEPTS THE TENANT’S FF&E ON AN "AS-IS" "WHERE-IS" BASIS WITH ALL FAULTS. IT IS EXPRESSLY AGREED THAT OWNER SHALL HAVE NO RESPONSIBILITY TO REPAIR, MAINTAIN, REPLACE, OR OTHERWISE CARE FOR THE TENANT’S FF&E ON AND AFTER THE DATE HEREOF. OWNER AND BUYER AGREE THAT THE DISCLAIMERS OF WARRANTIES AS CONTAINED IN THIS PARAGRAPH ARE CONSPICUOUS.
5. RELEASE AND COVENANT NOT TO SUE. AS AN INDUCEMENT TO, AND AS FURTHER CONSIDERATION FOR OWNER AGREEING TO SELL THE TENANT’S FF&E TO BUYER UPON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, BUYER COVENANTS AND AGREES THAT IT SHALL FOREVER RELEASE OWNER, AND COVENANTS NOT TO SUE OWNER, WITH RESPECT TO ANY MATTER ARISING OUT OF THE TENANT’S FF&E, INCLUDING, WITHOUT LIMITATION, ITS CONDITION
REGARDLESS OF WHETHER SUCH CONDITION IS KNOWN OR UNKNOWN AND/OR WHETHER SUCH CONDITION IS LATENT OR PATENT. THE FOREGOING RELEASE AND COVENANT NOT TO SUE SHALL APPLY TO ALL CLAIMS AT LAW OR IN EQUITY, INCLUDING, BUT NOT LIMITED TO, CLAIMS OR CAUSES OF ACTION FOR PERSONAL INJURY OR DEATH, PROPERTY DAMAGE AND CLAIMS FOR CONTRIBUTION.
6. Entire Agreement. This Agreement constitutes the entire agreement between Owner and Buyer regarding the subject matter hereof and supersedes all oral statements and prior writings relating thereto. Except to the extent expressly set forth in this Agreement, no representations, warranties, or agreements have been made by Owner or Buyer with respect to this Agreement or the obligations of Owner or Buyer in connection therewith.
7. Severability. If any provisions of this Agreement shall be held to be invalid, void or unenforceable, the remaining provisions hereof shall not be affected or impaired, and such remaining provisions shall remain in full force and effect.
8. Voluntary Agreement. The parties hereto, and each of them, further represent and declare that they have carefully read this Agreement and know the contents thereof and that they sign the same freely and voluntarily. This Agreement and each provision of this Agreement was negotiated by the parties and therefore, neither this Agreement nor any provision of this Agreement shall be interpreted for or against any party on the basis such party or its attorney drafted the agreement or provision in question.
9. Successor and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permissible assigns.
10. Contingency. The parties hereto expressly acknowledge and agree that this Agreement is specifically subject to and conditioned upon the following: Owner and Buyer fully executing and delivering the Lease Amendment. Owner and Buyer expressly acknowledge and agree that notwithstanding the execution and delivery of this Agreement, Owner's obligation to convey the Tenant’s FF&E to Buyer, and Buyer's obligation to pay the Purchase Price to Owner, are expressly conditioned upon the full execution and delivery of the Lease Amendment by Owner and Buyer.
11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but such counterparts, when taken together, shall constitute one agreement. Signatures of the parties transmitted by telefacsimile or electronic mail PDF format shall be deemed to constitute originals and may be relied upon, for all purposes, as binding the transmitting party hereto. The parties intend to be bound by the signatures transmitted by telefacsimile or electronic mail PDF format, are aware that the other party will rely on such signature, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.
[signatures contained on following page]
Owner and Buyer have executed this Bill of Sale as of the date first set forth above.
BUYER:
BAYSIDE AREA DEVELOPMENT, LLC, By: Name: Its:
| OWNER:
GRAPHITE BIO, INC., By: Name: Its:
|
SCHEDULE 1
First Floor of Premises
Office Area | ||
Location | Qty | Description |
Entire Floor | 0 | No furnishings |
|
|
|
Lab | ||
Location | Qty | Description |
Lab 181 | 4 | 6ft. Mobile Lab benches |
| 4 | Under counter cabinets |
| 1 | 5ft. Tables |
Lab 190 | 12 | 6ft. Mobile Lab benches |
| 4 | 6ft. Lab tables |
| 2 | 4ft. Lab tables |
| 3 | 4ft. Mobile lab benches |
| 16 | Under counter cabinets |
Lab 150 | 18 | 6ft. Mobile Lab benches |
| 5 | 6ft. Lab tables |
| 7 | 4ft. Lab tables |
| 1 | 5ft. Tables |
| 18 | Under counter cabinets |
Lab 152 | 2 | 7ft. Cabinets |
Lab 154 | 14 | 6ft. Mobile Lab benches |
| 15 | Under counter cabinets |
| 1 | 5ft. Mobile lab benches |
Second Floor of Premises
Office Area | ||
Location | Qty | Description |
Open Office 205 | 20 | Sit Sand Desk |
| 20 | Rolling file pedestal with cushion |
| 20 | Power Pack |
| 20 | Chair |
| 8 | Full End caps |
| 2 | 1/2 End Caps |
| 7 | Power Beams (4 short, 3 long) |
| 20 | Dividers |
Open office 220 | 16 | Sit Sand Desk |
| 16 | Rolling file pedestal with cushion |
| 16 | Power Pack |
| 16 | Chair |
| 4 | Full End caps |
| 4 | Power Beams |
| 16 | Dividers |
Wellness 206 | 1 | Chair |
| 1 | Ottoman |
| 1 | Side Table |
| 1 | Coat Hanger |
| 3 | Decorative mirrors |
| 2 | Shelves |
| 1 | Full length mirror |
| 1 | Summit undercounter refrigerator |
Phone room 207, 208, 211, 212 | 1 | Sit Sand Desk |
| 1 | Pouf |
| 1 | Chair |
Office 210 | 20 | Sit Sand Desk |
| 20 | Rolling file pedestal with cushion |
| 20 | Power Pack |
| 20 | Chair |
| 4 | Full End caps |
| 2 | 1/2 End Caps |
| 3 | Power Beams |
| 20 | Dividers |
Huddle 221, 222, 223, 224, 228, 229, 230 | 5 | Chairs |
| 1 | Table |
| 1 | Power Pack |
Below Stair 240 | 2 | Benches |
| 2 | Square coffee tables |
| 2 | Computer Tables |
Breakroom 215 | 3 | Refrigerator Freezers |
| 2 | Microwaves |
| 1 | Dishwasher |
| 6 | Tables |
| 24 | Chairs |
Seating 225 | 1 | 3 Section banquet |
| 6 | Counter stools |
| 3 | Tables |
| 3 | Chairs |
| 3 | Casual Seating Chairs |
| 6 | Side Table |
Podcast 227 | 2 | Training tables |
| 4 | Nesting Chairs |
Huddle 218 | 1 | Sit Sand Desk |
| 1 | Credenza |
| 1 | Desk Chair |
| 2 | Side chairs |
Informal Meeting 219 | 4 | Training tables |
| 8 | Chairs |
| 1 | Monitor |
| 1 | Power Pack |
| 2 | Casual Seating Chairs |
| 1 | Table |
| 1 | Trash can |
Meeting 220 and 221 | 24 | Nesting Chairs |
| 80 | Stacking chairs (4 carts) |
| 2 | D10s |
| 8 | Tables |
Informal Meeting 235 | 2 | Casual Seating Chairs |
| 2 | Side Table |
|
|
|
Lab | ||
Location | Qty | Description |
Lab 271 | 3 | 6ft. Lab tables |
Lab 260 and 270 | 30 | 6ft. Mobile Lab benches |
| 8 | 4ft. Mobile lab benches |
| 16 | 6ft. Lab tables |
| 2 | 4ft. Lab tables |
| 47 | Mobile lab cabinets |
Lab 296 | 5 | 6ft. Lab tables |
Equip 291 | 1 | Glass Wash |
| 1 | Auto Clave |
| 1 | DI Water System |
Equipment Room 265/256 | 21 | 6ft. Wire racks |
| 5 | 4ft. Wire racks |
Lab 261 | 1 | 7ft. Wire rack |
Lab 255 | 3 | 6ft. Wire racks |
Lab 250 | 2 | 5ft. Tables |
| 19 | Mobile lab benches |
| 1 | 3ft. Lab bench |
| 16 | Mobile lab cabinets |
Lab 251 | 1 | 6ft. Wire rack |
Lab 252 | 1 | 6ft. Wire rack |
Lab 293 | 4 | 4ft. Lab tables |
Lab 292 | 1 | 3ft. Lab table |
| 3 | 4ft. Mobile lab benches |
| 4 | 4ft. Lab tables |
Third Floor of Premises
Office Area | ||
Location | Qty | Description |
Lobby 301 | 2 | Arm Chairs |
| 3 | Side tables |
| 1 | Console table |
| 3 | Poufs |
| 1 | Sectional Couch (5 pieces) |
| 1 | Carpet |
| 10 | Accent Pillows |
Meeting room 302 | 10 | Chairs |
| 1 | Table |
Board Room 303 | 1 | Board room table |
| 22 | Chairs |
| 2 | Banquette benches |
| 11 | Accent pillows |
Open office 305 | 15 | Sit Sand Desk |
| 15 | Rolling file pedestal with cushion |
| 15 | Power Pack |
| 15 | Chair |
| 4 | Full End caps |
| 2 | 1/2 End Cap |
| 3 | Power Beams |
| 15 | Dividers |
Extra furniture in area 305 | 8 | Rolling white boards |
| 2 | Arm Chairs |
| 2 | Foot rests |
| 1 | Side table |
| 3 | Side tables |
| 1 | Extra piece of sectional |
| 12 | Nesting chairs |
| 4 | Bar stools |
| 6 | Training tables |
| 16 | Extra ped cushions |
| 2 | D10 |
Open Office 320 | 10 | Sit Sand Desk |
| 10 | Rolling file pedestal with cushion |
| 10 | Power Pack |
| 10 | Chair |
| 2 | Full End caps |
| 1 | 1/2 End Cap |
| 3 | Power Beams |
| 10 | Dividers |
Phone room 309, 310, 318,319 | 1 | Sit Sand Desk |
| 1 | Pouf |
| 1 | Chair |
Open Office 325 | 24 | Sit Sand Desk |
| 24 | Rolling file pedestal with cushion |
| 24 | Power Pack |
| 24 | Chair |
| 6 | Full End caps |
| 2 | 1/2 End Caps |
| 4 | Power Beams |
| 24 | Dividers |
Huddle 311,312, 315,316,320, 321,322 | 5 | Chairs |
| 1 | Table |
| 1 | Power Pack |
Huddle 311, 312, 315, 316 | 1 | D10 |
Huddle 320, 321, 322 | 1 | Large Monitor |
Exec Office 323 | 1 | Sit Stand Desk |
| 1 | Desk Chair |
| 1 | Credenza |
| 1 | Table |
| 2 | Chairs |
Breakroom 313 | 2 | Refrigerator Freezers |
| 1 | Microwaves |
| 1 | Dishwasher |
| 6 | Tables |
| 24 | Chairs |
Seating 314 | 1 | Sectional (4 pieces) |
| 4 | Casual Seating Chairs |
| 4 | Side Table |
Informal Meeting 324 | 1 | Bar Height Table |
| 10 | Bar Height Chairs |
| 2 | Rolling White Boards |
| 1 | Trash Can |
Meeting 317 | 1 | Table |
| 10 | Chairs |
| 1 | Trashcan |
Meeting room 335 | 14 | Chairs |
| 1 | Table |
| 1 | Monitor |
Lab | ||
Location | Qty | Description |
Lab 380 | 24 | 6ft. Mobile Lab benches |
| 15 | 6ft. Lab tables |
| 1 | 4ft. Lab tables |
| 12 | Under bench cabinets |
Lab 370 and 360 | 6 | 4ft. Mobile lab benches |
| 31 | 6ft. Mobile Lab benches |
| 6 | 6ft. Lab tables |
| 7 | 4ft. Lab tables |
| 36 | Under bench cabinets |
Lab 395 | 6 | 6ft. Mobile Lab benches |
| 4 | 4ft. Mobile lab benches |
| 3 | 6ft. Lab tables |
Lab 396 | 4 | 6ft. Lab tables |
| 1 | 5ft. Tables |
Lab 350 | 4 | 4ft. Mobile lab benches |
| 32 | 6ft. Mobile Lab benches |
| 7 | 6ft. Lab tables |
| 31 | Under bench cabinets |
Lab 362 | 3 | 6ft. Mobile Lab benches |
| 3 | Under bench cabinets |
Lab 361 | 2 | 7 ft. cabinets |
Storage 349 |
| Extra carpet, tile, etc. |