LEASE TERMINATION AGREEMENT
THIS LEASE TERMINATION AGREEMENT (Termination Agreement) dated solely for reference purposes as of January 28, 2019, between Emery Station Joint Venture, LLC, a California limited liability company (Landlord), and Gritstone Oncology, Inc., a Delaware corporation (Tenant).
A. Landlord and Tenant are parties to that certain Lease entered into as of November 23, 2015, as amended by that certain Storage Space Rental Agreement dated as of July 26, 2017, and that certain First Amendment to Lease, effective as of September 24, 2018 (collectively, the Lease), relating to approximately 13,132 rentable square feet, known as Suite No. 210, and approximately 322 square feet, known as storage space P2N (collectively, the Premises) located within the building commonly known as Emery Station I and located at 5858 Horton Street, Emeryville, California (the Building), all as more particularly described in the Lease.
B. The Lease Term is scheduled to expire on March 31, 2023 (the Stated Expiration Date), and Tenant desires to terminate the Lease prior to the Stated Expiration Date. Landlord has agreed to such termination on the terms and conditions contained in this Termination Agreement.
NOW, THEREFORE, in consideration of the above preambles which by this reference are incorporated herein, the mutual covenants and conditions contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:
1. Effective as of the date that Tenant vacates the Premises in compliance with the requirements of Section 12.1 of the Lease (as modified pursuant to Section 4(b) below) (the Early Expiration Date), which date shall be no later than sixty (60) days after the Rent Commencement Date under the ESW Lease (as defined in Section 9 below) (the Outside Early Expiration Date), and subject to the agreements, representations, warranties and indemnities contained in this Termination Agreement, below, the Lease is terminated and the term of the Lease shall expire with the same force and effect as if the Lease Term were, by the provisions thereof, fixed to expire on the Early Expiration Date.
2. Effective as of the Early Expiration Date, Tenant remises, releases, quitclaims and surrenders to Landlord, its successors and assigns, the Lease and all of the estate and rights of Tenant in and to the Lease and the Premises, and Tenant forever releases and discharges Landlord from any obligations to be observed or performed by Landlord under the Lease after the Early Expiration Date.
3. Subject to the agreements, representations, warranties and indemnities contained in this Termination Agreement, Landlord agrees to accept the surrender of the Lease and the Premises from and after the Early Expiration Date and, effective as of the Early Expiration Date, forever releases and discharges Tenant from any obligations to be observed and performed by Tenant under the Lease after the Early Expiration Date, provided that Tenant has satisfied, performed and fulfilled all of the agreements set forth in this Termination Agreement, and each of the representations and warranties set forth in Section 5 below are true and correct.